Ivy Brown
Chefs' WarehouseAbout Ivy Brown
Independent director at The Chefs’ Warehouse (CHEF) since 2021; age 62. Former President of UPS Northeast District overseeing a $3.8B business with 21,000+ employees and full P&L responsibility; 32-year UPS career. MBA (Golden Gate University) and BS (Southern Illinois University–Carbondale); prior advisory role with the JFK Library Foundation and recipient of the 2017 United Way Woman of Impact Award .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| United Parcel Service (UPS) | President, Northeast District | 32 years at UPS; recent role before retirement | Led $3.8B unit; responsibility for market growth, sales, technology implementation, P&L |
| John F. Kennedy Library Foundation | Advisory Committee Member | Not disclosed | Non-profit governance experience |
| United Way | “Woman of Impact” Awardee | 2017 | Recognition for professional excellence and community impact |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| UPS (prior) | Senior executive (culminating in President, Northeast) | No (employment role, not a board) | Deep logistics/operations expertise |
| JFK Library Foundation | Advisory Committee Member | No | Non-profit advisory experience |
Board Governance
- Independence: The Board identifies Ivy Brown as independent under Nasdaq rules, and all standing committees are fully independent .
- Committee assignments: Audit Committee member; ESG Committee Chair effective as of the Annual Meeting .
- Attendance and engagement: Board met 7 times in fiscal 2024 (4 telephonic, 3 in-person); independent directors held executive sessions after 4 meetings; all directors attended at least 73% of aggregate Board/committee meetings; directors encouraged to attend annual meetings (all did in 2024) .
- Lead Independent Director: Board has a Lead Director (Steven F. Goldstone), with responsibilities for agendas, information quality, and executive sessions .
- Governance features: Majority voting for directors; executive sessions; anti-hedging policy; clawback policy; over-boarding controls; committee charters and anonymous reporting mechanisms .
Fixed Compensation (Director)
| Component | Amount (FY 2024) | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly; standard for non-employee directors |
| Audit Committee membership fee | $12,500 | Standard fee for Audit Committee members |
| ESG Committee membership fee | $7,500 | Standard fee for ESG Committee members |
| Total cash fees received (I. Brown, FY 2024) | $65,000 | Sum aligns with retainer + committee fees |
Performance Compensation (Director)
| Metric/Instrument | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual equity retainer) | May 10, 2024 | 3,506 units; grant-date fair value $134,981 | Vest at Annual Meeting (May 2025) | Equity portion of $135,000; grant at $38.50 per share |
| Deferral election | N/A | Notional stock account | Distribution in shares | Director may defer up to 100% of equity; Brown’s ownership footnote notes deferrals |
CHEF pays no meeting fees; pays additional retainers for chair roles (Audit $25k; Compensation $20k; Nominating $15k; ESG $15k) and Lead Director ($15k) . Brown’s ESG Chair role is effective from the Annual Meeting (prospective to FY 2025 fees) .
Other Directorships & Interlocks
| Entity | Nature | Interlock / Exposure | Notes |
|---|---|---|---|
| UPS | Prior employment | Shared background with CHEF director Richard N. Peretz (former UPS CFO) | Governance-relevant network linkage; no CHEF-related transaction with UPS disclosed |
| Playground Global (Peretz Venture Partner) | Customer | CHEF sold $684,569 of products in FY 2024 | Related-party transaction connected to another director, not Brown |
| Hudson National Golf Club (C. Pappas board) | Customer | CHEF sold $292,994 in FY 2024 | Related-party transaction linked to CEO/Chair, not Brown |
Expertise & Qualifications
- Logistics and operations leadership; market growth; technology implementation; full P&L stewardship .
- MBA (Golden Gate University); BS (Southern Illinois University–Carbondale) .
- Non-profit and advisory governance experience; recognized for community impact .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Ivy Brown | 16,062 | <1% | Includes RSUs deferred under the Non-Employee Director Deferral Plan |
| Director stock ownership guideline (policy) | N/A | N/A | Independent directors must own shares valued at 5× the equity component of annual retainer; 3-year compliance window |
| Hedging/Pledging policy | Prohibited (limited exceptions for pledging) | N/A | Insider Trading Policy prohibits hedging and generally pledging; short sales prohibited |
Insider Trading & Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | One late Form 4 for Ivy Brown (and several other directors) with respect to one transaction in fiscal 2024 reporting |
| Clawback policy | Adopted August 2023; covers incentive-based compensation; compliant with Nasdaq Rule 5608 |
Compensation Structure Analysis (Director)
- Mix: Cash retainer ($45k) plus equity retainer RSUs ($135k) reflects alignment with shareholders; committee fees add role-based cash .
- Equity design: Time-based RSUs vest at Annual Meeting; no director performance metrics (TSR/ROIC) disclosed for director equity; deferral plan supports long-term holding .
- Governance discipline: No option repricing; minimum one-year vesting; clawback applies; no liberal share recycling; independent Compensation Committee oversight .
Related Party Transactions (Context)
- Policy requires Audit Committee pre-approval; >$120,000 threshold; terms must be no less favorable than third party .
- FY 2024 transactions disclosed involve leases to entities owned by the Pappas brothers ($673,575), customer sales to Hudson National Golf Club ($292,994), and Playground Global ($684,569). None are tied to Brown .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 advisory say-on-pay approval exceeded 93%, indicating investor support for pay-for-performance framework .
Governance Assessment
- Strengths: Independent director; Audit member and ESG Chair; committee independence at 100%; clear anti-hedging and clawback policies; majority vote standard for director elections; structured director ownership guidelines .
- Alignment: Director equity is RSUs vesting at Annual Meeting; presence of deferral plan enhances long-term alignment; Brown’s beneficial ownership of 16,062 shares supports skin-in-the-game, though guideline compliance by individual directors is not disclosed .
- Engagement: Board met 7 times; independent sessions after 4 meetings; all directors ≥73% attendance; Brown participated across Audit and ESG committees .
- Potential red flags: One late Form 4 filing for Brown (minor compliance lapse); broader related-party dealings exist with management-linked entities/customers (not involving Brown), which warrant ongoing Audit Committee oversight .
- Interlocks: Shared UPS background with director Peretz may aid information flow in logistics/operations; no UPS-related transactions disclosed with CHEF .
Implications for investor confidence: Brown’s logistics and P&L credentials are well matched to CHEF’s distribution footprint; ESG chair role elevates oversight of human capital and sustainability (material to operations). Minor filing deficiency noted; no direct conflicts disclosed for Brown. Overall, governance signals for Brown are supportive, with continued monitoring of related-party exposures elsewhere on the Board .