Christina Polychroni
Chefs' WarehouseAbout Christina Polychroni
Christina Polychroni, 45, is Chief Human Resources Officer (CHRO) of The Chefs’ Warehouse, Inc. (CHEF), appointed December 31, 2022, after serving as Chief Talent Officer from November 1, 2021 through December 30, 2022. She holds a B.A. in Marketing and an MBA from Athens University of Economics and Business, a Human Resources Management Certificate from Cornell University, and a PhD in Management from Stevens Institute of Technology; prior roles include leadership positions at L’Occitane USA (Chief Marketing & E‑Commerce Officer), Jack Rogers USA (Chief Marketing Officer), KORRES USA, and Unilever (Ice Cream and Nutrition) . CHEF delivered ~10.5% revenue growth in fiscal 2024 to ~$3.8B from ~$3.4B and achieved 100% of AEBITDA targets under the 2024 annual incentive plan (AEBITDA determined at $219M, exclusive of acquisitions), aligning executive pay outcomes with operating performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Chefs’ Warehouse | Chief Human Resources Officer | Since Dec 31, 2022 | Leads enterprise HR strategy, human capital initiatives, and executive talent . |
| The Chefs’ Warehouse | Chief Talent Officer | Nov 1, 2021 – Dec 30, 2022 | Built talent pipeline and leadership development ahead of scale-up . |
| L’Occitane USA | Chief Marketing & E‑Commerce Officer | Not disclosed | Drove brand growth and digital commerce execution in U.S. market . |
| Jack Rogers USA | Chief Marketing Officer | Not disclosed | Brand and demand generation leadership in specialty retail . |
| KORRES USA | Senior Marketing Roles | Not disclosed | U.S. growth and brand development . |
| Unilever (Ice Cream & Nutrition) | Senior Marketing Roles | Not disclosed | Global CPG marketing experience in food categories . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed . |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $375,375 . |
| Perquisites and Other | Total $21,206 comprised of: Medical/Dental/Vision $8,844; Life Insurance $446; Tax Reimbursement $450; Short‑Term Disability $216; 401(k) Match $10,350; Phone $900 . |
| Compensation Design Notes | NEO base salaries were increased uniformly by 10% for 2024 to align with market and retention needs . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target/Payout Mechanics | 2024 Target Award | 2024 Actual Payout |
|---|---|---|---|---|
| Adjusted EBITDA (AEBITDA) | 100% | No payout < $190M; 100% at $215M; 200% at ≥$230M; linear interpolation. Company AEBITDA under plan: $219M (ex‑acquisitions). CEO/COO could earn 300% if ≥$220M (does not apply to CHRO) . | 75% of base salary ($281,531) . | $281,531 (100% of target) . |
Long‑Term Equity Incentives (granted March 4, 2024)
| Instrument | Mix | Vesting / Performance | Target Value / Shares | Max Shares |
|---|---|---|---|---|
| Time‑based Restricted Stock (RSA) | 50% of LTI | Vests 1/3 on each of March 4, 2025/2026/2027 . | $281,457; 8,170 shares . | — |
| Performance‑based Restricted Stock (PRSA) | 50% of LTI | 3‑year performance period FY2024–FY2026. Metrics/weights: AEBITDA 70% (0% ≤$210M; 100% $240M; 200% ≥$260M), Share Price 15% (0% ≤$30; 100% $40; 200% ≥$45 using 20‑day average), ROIC 15% (0% ≤10%; 100% 14%; 200% ≥15%); linear interpolation. Double‑trigger CIC; if CIC during performance period, convert to time‑based at target . | $186,857; 5,271 shares at target . | 10,542 shares . |
Special Incentive Change‑in‑Control PSUs (granted Feb 25, 2025)
| Feature | Detail |
|---|---|
| Award | 41,625 PSUs (not part of regular annual compensation) . |
| Performance Trigger | Vest only upon a Qualifying Change in Control within 4‑year term if deal‑price premium over pre‑grant 180‑day VWAP meets pre‑set thresholds; 0–100% vesting by linear interpolation. Settled in shares (subject to plan share availability) or cash equivalent . |
| Service Condition | Continuous service through CIC; limited exceptions for qualifying terminations or death/disability as specified . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 53,981 shares; less than 1% of outstanding . |
| Unvested Time‑based RSAs (12/27/2024) | 11,735 shares ($571,260 MV at $48.68) and 3,957 shares ($192,627) across grants; RSAs vest 1/3 annually for 3 years on grant anniversaries . |
| Unearned PRSAs (12/27/2024) | 16,340 shares ($795,431 MV) and 9,984 shares ($486,021 MV) subject to performance . |
| Options | No stock options granted in 2024; none listed for Ms. Polychroni . |
| Hedging/Pledging | Company prohibits hedging and generally prohibits pledging by employees/directors; anti‑hedging/pledging stated in Insider Trading Policy . |
| Stock Ownership Guidelines | Company indicates executive stock ownership guidelines exist (specific multiple for CHRO not disclosed) . |
| Clawback | Dodd‑Frank compliant clawback adopted Aug 2023; applies to incentive‑based compensation paid on/after Oct 2, 2023, plus plan awards subject to clawback as mandated . |
Employment Terms
| Provision | Detail |
|---|---|
| Offer Letter | Dated Dec 20, 2022; at‑will. Initial base salary $325,000; eligible for annual cash incentive at 50% of salary (raised to 75% starting 2024) and equity plans . |
| Severance (Non‑CIC) | Amended & Restated severance agreement: if terminated without cause or resigns for good reason (not in connection with CIC), lump sum = base salary + target annual bonus multiplied by 1.5x; plus lump sum in lieu of benefits continuation and outplacement; plus prior‑year earned but unpaid bonus . |
| Change‑in‑Control (Executive CIC Plan) | Double trigger. If within 2 years post‑CIC, terminated without cause or resigns for good reason: cash = 2x base salary + 2x target bonus; pro‑rated bonus provisions; lump sum in lieu of benefits continuation for 2 years; outplacement payment; excise tax best‑net cutback, no gross‑up . |
| Potential Payments (as of 12/27/2024) | Involuntary Not‑For‑Cause Termination: $630,562.50 cash; Death: equity acceleration $1,127,767; Disability: equity acceleration $2,086,263; CIC (assumed not triggering termination): equity acceleration $1,127,767; Termination at/during 2‑year post‑CIC window: cash $1,074,500; equity as noted if awards assumed and then terminated under double trigger . |
Multi‑Year Compensation Snapshot (Selected)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 374,407 | 566,672 | 281,531.25 | 21,206 | 1,243,816 |
2024 Incentive Plan Metrics and Outcomes (CHEF)
| Measure | Target Design | 2024 Outcome |
|---|---|---|
| Annual Cash Incentive | AEBITDA: 0% < $190M; 100% at $215M; 200% ≥ $230M; linear interpolation . | AEBITDA $219M (ex‑acquisitions) → 100% payout for NEOs; CHRO received $281,531 (75% of salary) . |
| PRSA (2024–2026) | AEBITDA 70% (0% ≤$210M; 100% $240M; 200% ≥$260M); Share Price 15% (0% ≤$30; 100% $40; 200% ≥$45, 20‑day avg); ROIC 15% (0% ≤10%; 100% 14%; 200% ≥15%) . | In‑progress through FY2026; double‑trigger CIC conversion at target if CIC during period . |
Performance & Track Record
- Company operating performance tied to incentive design: fiscal 2024 revenue increased ~10.5% to ~$3.8B (from ~$3.4B in 2023) and 2024 AEBITDA performance reached 100% target under the annual plan, linking cash incentive payout to bottom‑line progress .
- Compensation program supported by independent consultant FW Cook; say‑on‑pay passed with over 93% support in 2024, indicating shareholder acceptance of pay structure .
Compensation Committee & Governance Notes
- Independent Compensation & Human Capital Committee; pay‑for‑performance philosophy with short‑term AEBITDA and long‑term AEBITDA/ROIC/TSR‑like share‑price goals; double‑trigger CIC on equity; clawback in place; anti‑hedging/pledging; executive ownership guidelines .
Equity Award Inventory (as of Dec 27, 2024) – Christina Polychroni
| Category | Shares | Market Value at $48.68 |
|---|---|---|
| Unvested time‑based RSAs (grant group 1) | 11,735 | $571,260 |
| Unvested time‑based RSAs (grant group 2) | 3,957 | $192,627 |
| Unearned PRSAs (performance awards group 1) | 16,340 | $795,431 |
| Unearned PRSAs (performance awards group 2) | 9,984 | $486,021 |
Employment & Contractual Protections – Key Terms
- Severance multiple (non‑CIC): 1.5x base salary + target bonus; benefits and outplacement cash equivalents .
- Executive CIC Plan multiple: 2x base salary + 2x target bonus; pro‑rata bonus provisions; benefits/outplacement cash; best‑net cutback; double trigger .
- Equity: 2024 grants carry double‑trigger CIC; PRSAs convert to time‑based at target upon CIC during performance period .
Risk Indicators & Red Flags
- No hedging; pledging generally prohibited; clawback policy adopted and in force .
- No option repricing or buyouts; no tax gross‑ups on CIC (best‑net cutback instead) .
- Related-party transactions disclosed at company level (not specific to Ms. Polychroni) with audit oversight .
Investment Implications
- Pay‑for‑performance alignment: CHRO’s 2024 variable pay was driven entirely by AEBITDA achievement; long‑term awards heavily weighted to AEBITDA/ROIC and share‑price hurdles (50% PRSA for CHRO), aligning incentives with profitability, capital efficiency, and market value creation .
- Vesting/cash‑out cadence: Time‑based RSAs vest in equal thirds each March 4 (2025–2027), creating predictable windows of potential selling for tax/portfolio reasons; performance awards add event‑driven supply upon certification at FY2026 end and/or CIC conversion .
- Retention and CIC dynamics: Non‑CIC severance (1.5x) and CIC severance (2x) plus the 2025 special CIC PSUs incentivize continuity through a strategic transaction and tie outcomes to shareholder deal premiums, reducing agency risk in M&A scenarios .
- Ownership/skin‑in‑the‑game: 53,981 owned shares plus meaningful unvested/unearned equity; company prohibits hedging/pledging and has clawback, supporting alignment. Specific executive ownership multiple not disclosed, but executive guidelines exist .
Note: All data reflect disclosures as of the latest proxy (filed Mar 26, 2025) and fiscal year‑end 2024 where specified.