Alexandros Aldous
General Counsel, Corporate Secretary, Chief Government Relations Officer and Chief Administrative Officer at 
Chefs' Warehouse
Chefs' WarehouseExecutive
About Alexandros Aldous
Alexandros Aldous (age 44) is General Counsel, Corporate Secretary, Chief Government Relations Officer, and Chief Administrative Officer at The Chefs’ Warehouse, having joined in March 2011; he previously practiced M&A and capital markets law at Barclays Capital (London) and Shearman & Sterling (New York) and is licensed in NY, DC, and England & Wales, with degrees from Colby (BA), American University (JD/MA), and LSE (LL.M.) . In 2024, CHEF delivered revenue of ~$3.8B (+10.5% YoY), Adjusted EBITDA of ~$219.0M, and GAAP net income of ~$55.5M; over the five years ending FY2024, $100 invested in CHEF would be worth ~$128, illustrating moderate TSR recovery post-pandemic . Aldous’ remit spans legal, governance, government relations, and administration, aligning with CHEF’s acquisitive, multi-market expansion and governance-heavy environment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Chefs’ Warehouse | General Counsel; Corporate Secretary (since Jul 27, 2011); Chief Government Relations Officer (since Mar 8, 2017); Chief Administrative Officer (since Sep 16, 2021) | 2011–present | Enterprise leadership of legal, corporate governance, government relations, and administration supporting growth strategy and compliance . |
| Barclays Capital (Investment Banking Division), London | Attorney (M&A and capital markets focus) | Pre-2011 (not disclosed) | M&A and capital markets execution experience . |
| Shearman & Sterling LLP, New York | Attorney (M&A focus) | Pre-2011 (not disclosed) | U.S. and cross-border M&A legal expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Washington College of Law, American University | Adjunct Professor of Law | Not disclosed | Academic/legal thought leadership . |
| International Foodservice Distributors Association | Member, Government Relations Leadership Committee; General Counsel Committee | Not disclosed | Industry policy engagement . |
| World Trade Center Miami | Board of Directors; Chair, Government Relations Committee | Not disclosed | Trade/government relations leadership . |
| American College of Greece | Board of Trustees; Audit Committee; Pierce College Committee; Co‑Chair, Global Alumni Advisory Board | Not disclosed | Governance and audit oversight . |
| American University School of International Service | Board of Advisors | Not disclosed | Program and policy advising . |
Fixed Compensation
| Metric (Fiscal 2024) | Amount |
|---|---|
| Base Salary (set for 2024) | $479,826 |
| Salary Paid (FY2024, as reported) | $478,989 |
| Target Bonus % of Salary | 75% |
| Target Bonus ($) | $359,869 |
| Actual Bonus Paid (2024 Plan) | $359,870 |
Perquisites and benefits (FY2024) included company-paid medical/dental/vision ($2,510), life insurance premium ($446), tax reimbursement on imputed life-insurance income ($300), short-term disability premium ($216), 401(k) match ($4,756), and mobile phone reimbursement ($900); total “All Other Compensation” was $9,128 . CHEF provides 401(k) with 50% match up to 6% pay and no nonqualified deferred compensation or SERP; executives receive standard health/disability/life benefits .
Performance Compensation
Annual Cash Incentive (2024 Plan)
- Metric: Adjusted EBITDA (AEBITDA) only; Revenue removed to prioritize bottom-line performance .
- Payout grid (all NEOs): 0% if < $190M; 100% at $215M; 200% at ≥ $230M (linear between points). Actual FY2024 AEBITDA determined under plan: $219M; Aldous paid 100% of target (no CEO/COO 300% kicker for ≥$220M) .
| Component | Metric | Threshold | Target | Maximum | FY2024 Result | Payout |
|---|---|---|---|---|---|---|
| Annual bonus | Adjusted EBITDA | $190M | $215M | ≥$230M | $219M | 100% of target |
Long‑Term Equity Incentives (granted 3/4/2024)
- Mix and weighting: For Aldous, 50% time‑based RSAs and 50% performance‑based RSAs (PRSAs) .
- PRSA performance weights and targets (3‑year period ending FY2026): AEBITDA 70% (0% ≤$210M; 100% $240M; 200% ≥$260M), ROIC 15% (0% ≤10%; 100% 14%; 200% ≥15%), Share Price 15% (20‑day avg: 0% ≤$30; 100% $40; 200% ≥$45); linear interpolation .
| Grant (3/4/2024) | Shares/Value | Vesting/Performance |
|---|---|---|
| Time-based RSAs | 10,443 shares | Vest 1/3 on Mar 4, 2025, 2026, 2027 |
| Performance RSAs (target) | 10,443 shares (max 20,886) | 3-year performance period to FY2026; metrics/targets as above; max payout 200% |
Plan design features: No options granted in 2024; equity awards (including PRSAs) have double‑trigger change‑in‑control (CIC) vesting; if CIC during performance period, PRSAs convert to time-based at target .
Special CIC PSUs (strategic/incentive overlay)
- On Feb 25, 2025: one-time “deal-premium-based” PSUs granted to align with shareholder value creation in a potential sale; Aldous received 41,625 PSUs. Vesting only upon a qualifying CIC within 4 years and achievement of specified premium thresholds vs 180‑day VWAP; otherwise forfeit; linear interpolation; double‑trigger service conditions with limited exceptions .
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 136,013 shares; under 1% of outstanding |
| Shares outstanding (record date) | 40,988,475 |
| Voting rights on performance shares | Included: 54,270 performance restricted shares with voting rights (subject to award restrictions) |
| Options | None (no options listed for Aldous) |
| Unvested time-based restricted stock (12/27/2024) | 29,483 shares; value $1,435,232 at $48.68 |
| Unearned PRSAs – 2024 grant (12/27/2024) | 20,886 shares (max) |
| Unearned PRSAs – 2023 grant (12/27/2024) | 20,102 shares (max) |
| Hedging/Pledging Policy | Hedging, short sales prohibited; pledging generally prohibited (limited exceptions) |
| Stock Ownership Guidelines | Company maintains executive ownership guidelines (CEO explicit 6x salary; executives guidelines exist though not detailed) |
Vesting cadence (potential supply considerations):
- Pre‑2024 RSAs (unvested as of FY2024): 3,362 vested Feb 24, 2025; 3,350 vested Feb 28, 2025; 3,351 vest Feb 28, 2026 .
- 2024 RSAs: one‑third of 10,443 vest on Mar 4, 2025/2026/2027 .
Employment Terms
| Term | Detail |
|---|---|
| Start date / Tenure | Joined March 2011; roles expanded in 2011, 2017, 2021 as noted above |
| Offer/Severance (baseline) | Aug 2014 severance agreement; subsequently amended and restated for NEOs. Not-for-cause termination: lump sum; tabled FY2024 estimated cash payout $787,239 for Aldous (incremental) . |
| Executive CIC Plan (double trigger) | If terminated without cause or for good reason within 2 years post‑CIC: 2x base salary + 2x target bonus, pro‑rated bonus per year of termination, lump-sum in lieu of benefits continuation and outplacement; no excise tax gross‑ups (downward adjustments if beneficial) . |
| Estimated CIC economics (12/27/2024) | Total if terminated without cause/for good reason post‑CIC: $3,784,718 (cash $1,550,383; equity acceleration $2,234,335; valued at $48.68) . |
| Equity vesting on CIC | Double trigger; PRSAs convert to time‑based at target if CIC during performance period . |
| Non-compete/Non-solicit | Not disclosed for Aldous (CEO/COO have 1‑year provisions; Aldous not specified) . |
| Clawback | Dodd‑Frank/NASDAQ‑compliant clawback adopted Aug 2023; applies to incentive-based comp; equity plan awards subject to clawback . |
Compensation Structure Analysis
- Cash vs equity mix and annual targets: In 2024, base salaries for NEOs were increased uniformly by 10% for competitiveness/retention; Aldous’ target annual incentive set at 75% of salary, with 100% payout on AEBITDA plan achievement .
- Shift toward bottom-line performance: 2024 annual bonus removed revenue as a metric; sole focus on AEBITDA. In LTI PRSAs, AEBITDA weighting increased to 70% (vs ROIC 15% and share-price 15%) to emphasize profitability and value creation .
- Equity design and risk alignment: No options in 2024; equity is time- and performance-based RSAs with double‑trigger CIC and explicit clawback, within hedging/pledging prohibitions .
- One-time CIC PSUs (Feb 2025): 41,625 PSUs to Aldous vest only upon a qualifying change in control at or above pre‑set deal premium thresholds vs 180‑day VWAP, aligning payouts strictly to shareholder value in a sale scenario .
- Shareholder feedback and say‑on‑pay: 93% approval in 2024, with program changes reflecting investor input (peer review by FW Cook) .
Investment Implications
- Alignment and retention: Aldous’ comp has high performance leverage (AEBITDA‑centric annual bonus; 50% PRSAs with 70% AEBITDA weight), guardrails (clawback, anti‑hedging/pledging), and double‑trigger CIC—indicative of shareholder‑aligned design with retention intent during strategic periods .
- Potential selling pressure windows: Scheduled RSA vesting in late Feb and early Mar each year through 2027 could create modest periodic supply; Aldous’ specific tranches vest on Feb 24/28, 2025–26 and Mar 4, 2025–27 .
- Event‑driven upside sensitivity: The Feb 2025 deal‑premium PSUs directly incent leadership continuity and premium outcomes in a sale; for Aldous, 41,625 PSUs are earned only upon qualifying CIC at or above set premium tiers, a notable signal of potential strategic optionality over the next four years .
- Downside protection risk: CIC severance (2x salary + 2x target bonus) and equity acceleration (target for PRSAs) offer substantial protections, but are double‑trigger and bounded (no excise tax gross‑ups), tempering concerns on shareholder unfriendly provisions .
- Performance context: 2024 saw revenue growth (+10.5% to ~$3.8B), AEBITDA of ~$219M, and GAAP net income $55.5M, supporting 100% bonus funding; five‑year TSR ($128 from $100 baseline) shows recovery but lags broader indices, keeping emphasis on AEBITDA/ROIC/share‑price hurdles appropriate for continuing value creation focus .