Aylwin Lewis

About Aylwin Lewis

Aylwin Lewis (age 70) has served as an independent director of The Chefs’ Warehouse (CHEF) since January 1, 2021. He is the former Chairman, CEO and President of Potbelly Corporation (2008–2017), and previously served as CEO/President of Sears Holdings Corporation and President/CEO of Kmart at the time of the Sears-Kmart merger. He held senior executive roles at Yum! Brands and Pizza Hut, and currently serves on the boards of Marriott International and Voya Financial. He holds an MBA from the University of Houston, an M.S. in Human Resource Management from Houston Baptist University, and B.S. and B.A. degrees from the University of Houston .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Lewis is independent under Nasdaq rules .
• Committee assignments (as of 2025 Annual Meeting):
  • Compensation & Human Capital Committee: Chair (effective at the Annual Meeting) .
  • Nominating & Corporate Governance Committee: Chair .
  • ESG Committee: Member .
• Committee meeting cadence FY2024: Compensation (7), Nominating & Corporate Governance (7), ESG (4), Audit (9) .
• Attendance: All directors attended at least 73% of aggregate Board and committee meetings in FY2024; the Board met 7 times (4 telephonic, 3 in-person), with 4 executive sessions of independent directors .
• Lead Independent Director: Steven F. Goldstone .

• Interlocks and conflicts: Compensation Committee members (including Lewis) had no relationships requiring disclosure; all members were independent .

Fixed Compensation

• Structure FY2024: Non-employee directors received an annual retainer of $180,000, comprised of $45,000 cash (paid quarterly) and $135,000 in time-based RSUs (vesting at the Annual Meeting). No meeting fees; additional cash retainers for committee membership and chair roles and Lead Director ($15,000) .
• Mr. Lewis FY2024 cash fees earned: $79,375 .

Performance Compensation

• Award Type: Time-based RSUs (non-employee director annual grant) .
• Grant: 3,506 RSUs on May 10, 2024, at $38.50 per share; grant-date fair value $134,981; vest at the Annual Meeting .
• Deferral: Directors may defer up to 100% of equity compensation under the Non-Employee Director Deferral Plan; distributions in shares, with early distribution upon termination or change in control .
• Clawback: Board adopted a Dodd-Frank-compliant clawback policy (Aug 2023); all awards under the 2019 Equity Incentive Plan are subject to clawback or recoupment .
• Hedging/Pledging: Prohibited for directors under Insider Trading Policy .

Other Directorships & Interlocks

• Over-boarding policy: CHEF limits Audit Committee members from serving on >3 public company audit committees absent Board determination; directors must notify before accepting other boards .

Expertise & Qualifications

• Multi-brand retail and restaurant leadership (Sears/Kmart, Potbelly, Yum/Pizza Hut), large-scale operations, M&A integration experience .
• Public company board governance across consumer, hospitality, and financial services; identified by CHEF Board as independent and qualified to chair Compensation and Nominating committees .

Equity Ownership

• Beneficial Ownership: 16,062 shares; less than 1% of outstanding common stock .
• Director Ownership Guidelines: Each independent director must own shares valued at 5× the equity component of the annual retainer; three years from election to achieve and maintain thereafter. Directors must retain net shares until requirements are met .
• Hedging/Pledging: Prohibited under Insider Trading Policy (subject to limited exceptions for pledging, generally prohibited) .

Governance Assessment

• Strengths:
  • Independent director; slated to chair Compensation Committee and chairs Nominating & Corporate Governance, enhancing oversight of pay, board composition, and succession .
  • Robust director compensation structure relies on equity (RSUs vesting annually), ownership guidelines (5× equity retainer), anti-hedging/pledging policy, and clawback—aligning incentives and mitigating risk .
  • Board governance practices: Lead Independent Director, majority independent (82%), executive sessions, anonymous reporting; active investor outreach (management engaged holders of ~40% of voting shares in FY2024) .
  • Shareholder support: Say-on-Pay received >93% approval in May 2024, signaling broad confidence in pay practices .
• Watch items / Red Flags:
  • Attendance disclosure is aggregated (“at least 73%” for all directors), not individual—less transparency; ensure ongoing monitoring of meeting engagement .
  • One late Section 16(a) Form 4 filing for Mr. Lewis in FY2024 (common among several directors); administratively minor but a compliance signal to watch .
  • Related-party transactions exist at CHEF (leases, family employment, services) involving company insiders (Pappas family), though none involve Lewis or Compensation Committee interlocks requiring disclosure; Audit Committee oversees policy and approvals .
• Overall: Lewis brings deep operating and governance expertise to CHEF, with enhanced role in compensation and nominations. Equity-heavy director pay, ownership requirements, and clawback policies support alignment; focus areas for investors include maintaining high attendance and continued clean Section 16 compliance .