Debra Walton-Ruskin
Chefs' WarehouseAbout Debra Walton-Ruskin
Independent director since February 12, 2024 (age 64); former Chief Revenue Officer at London Stock Exchange Group following Refinitiv acquisition, with prior C‑suite roles in market development, data, product, and revenue at Refinitiv/Thomson Reuters/Thomson Financial; founding board member of the Cantor Fitzgerald Futures Exchange and prior Partner at Cantor Fitzgerald. Qualifies as an “audit committee financial expert” for CHEF’s Audit Committee; education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Stock Exchange Group (LSEG) | Chief Revenue Officer | Not disclosed | Led integration post‑Refinitiv acquisition; senior leadership of revenue |
| Refinitiv/Thomson Reuters/Thomson Financial | Global Head of Market Development; Chief Data Officer; Chief Product Officer; Chief Revenue Officer | ~2 decades (aggregate) | Built global data/product/commercial capabilities |
| Nucleus Financial (VC‑backed) | President & CEO | Not disclosed | Growth leadership in fintech startup |
| Cantor Fitzgerald | Partner | Not disclosed | Founding Board Member, Cantor Fitzgerald Futures Exchange |
| Giltnet Limited (Australia) | Head of Sales | Not disclosed | Took Giltnet public on ASX |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cantor Fitzgerald Futures Exchange | Founding Board Member | Private | Historical role; no current CHEF conflict disclosed |
| Boxbot, Altus Power, Iris Acquisition Corp., etc. | Not applicable to Walton‑Ruskin | — | These are other directors’ boards; no current public company boards disclosed for Walton‑Ruskin |
Board Governance
- Independence: Board determined Walton‑Ruskin is independent under Nasdaq rules; audit and compensation committees are fully independent .
- Committee assignments: Audit Committee member; Compensation & Human Capital Committee member; not a chair .
- Attendance and engagement: Board met 7 times in 2024; independent directors held 4 executive sessions; all directors who served attended ≥73% of aggregate Board/committee meetings (individual attendance not separately disclosed) .
- Audit Committee expertise: Walton‑Ruskin qualifies as “audit committee financial expert” .
- Lead Independent Director framework and executive sessions in place, supporting independent oversight .
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Committee held 9 meetings in FY2024; chaired by Lester Owens; all members independent |
| Compensation & Human Capital | Member | No | Committee held 7 meetings in FY2024; all members independent; uses FW Cook as independent advisor |
Fixed Compensation
| Component | Structure | FY2024 Walton‑Ruskin Actual | Vesting/Timing |
|---|---|---|---|
| Annual Cash Retainer | $45,000 for non‑employee directors; paid quarterly | Included within $58,482 cash fees | Quarterly |
| Equity Retainer (RSUs) | $135,000 in time‑based RSUs; standard grant of 3,506 RSUs on May 10, 2024 | $160,834 grant date fair value; 3,506 RSUs typical issuance at $38.50 | RSUs vest at Annual Meeting |
| Committee Membership Fees | Audit $12,500; Compensation $10,000; Nominating $7,500; ESG $7,500 | Included in cash fees | Annual |
| Committee Chair Fees | Audit $25,000; Compensation $20,000; Nominating $15,000; ESG $15,000 | Not applicable | Annual |
| Lead Director Fee | $15,000 | Not applicable | Annual |
Total director compensation for FY2024 (Walton‑Ruskin): Fees earned $58,482; Stock awards $160,834; Total $219,316 .
Performance Compensation
| Metric Category | Metrics | Application to Walton‑Ruskin’s Director Pay | Notes |
|---|---|---|---|
| Director equity performance metrics | None | Not used for director RSUs (time‑based only; vest at Annual Meeting) | No meeting fees; equity retainer time‑based RSUs |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None disclosed | — | None disclosed in proxy |
Expertise & Qualifications
- Markets/data/product/revenue leadership across LSEG/Refinitiv/Thomson, plus exchange/fintech experience (Cantor/Nucleus) .
- Audit Committee financial expert qualification; relevant for financial oversight .
- Board skills matrix shows committee independence and multiple financial experts on Board .
Equity Ownership
| Item | Detail | Date/Status |
|---|---|---|
| Total beneficial ownership (shares) | 4,256 shares; <1% ownership | As of March 17, 2025 |
| RSUs vesting within 60 days (historical) | 750 RSUs | As referenced in beneficial ownership footnote |
| Director stock ownership guideline | 5x the equity component of annual retainer; 3 years to attain; retain net shares until met | Policy scope for all independent directors |
| Hedging/Pledging policy | Hedging prohibited; pledging generally prohibited except limited exceptions; Insider Trading Policy applies | Policy level; no pledging disclosed for Walton‑Ruskin |
Governance Assessment
- Board effectiveness: Walton‑Ruskin strengthens Audit and Compensation oversight with audit financial expert status and markets/data expertise; both committees fully independent and active (9 Audit; 7 Compensation meetings in FY2024) .
- Alignment: Director pay mix balanced between cash and time‑based RSUs; stock ownership guidelines (5x equity retainer) drive long‑term alignment; anti‑hedging and clawback policies in place .
- Shareholder signals: 2024 say‑on‑pay support >93% indicates investor confidence in compensation governance; ongoing investor outreach with top holders .
- Related‑party/Conflicts: No related‑party transactions disclosed involving Walton‑Ruskin; Audit Committee pre‑approval policy governs related‑party reviews .
- RED FLAGS: One late Form 4 filed in 2024 (procedural compliance lapse); no pledging or hedging disclosed; no over‑boarding disclosure issues for Audit Committee service per guidelines .
Overall: Walton‑Ruskin’s financial oversight credentials and independent committee roles support governance quality; absence of disclosed conflicts and adherence to ownership/anti‑hedging/clawback policies bolster investor confidence, with minor compliance tardiness (single late Form 4) noted .