Lester Owens
Chefs' WarehouseAbout Lester Owens
Lester Owens, age 68, has been an independent director of The Chefs’ Warehouse since March 4, 2024; he is a former Senior Executive Vice President and Head of Operations at Wells Fargo (2020–2023), and previously held senior operations roles at BNY Mellon, JPMorgan Chase, Deutsche Bank, Citibank, and Bankers Trust . He holds a B.A. from Long Island University and an M.B.A. from Fairleigh Dickinson Executive, and the Board has determined he is independent under Nasdaq rules and qualifies as an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Senior Executive Vice President; former Head of Operations; Operating Committee member | Jul 2020–Mar 2023 | Led large-scale banking operations and risk/control environments |
| BNY Mellon | Global Head of Operations | Feb 2019–Jul 2020 | Oversaw enterprise operations and efficiency initiatives |
| JPMorgan Chase | Global Wholesale Banking Operations lead (among other roles) | ~10 years (prior to 2019) | Global operations leadership; treasury and payments coverage |
| Deutsche Bank; Citibank; Bankers Trust | Senior operations leadership | n/a | Ran significant operations functions across multiple global banks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Robert Wood Johnson Barnabas Health, Inc. | Chairman of the Board | Current | Non-profit health system board leadership |
| Depository Trust & Clearing Corporation (DTCC) | Director | 2016 | Systemic market infrastructure oversight experience |
| The Clearing House Interbank Payments Board | Chair | 2015–2016 | Led key U.S. payments governance body |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation, Nominating/Governance, or ESG Committees for 2025 slate .
- Independence: Board determined Owens is independent (Nasdaq); also independent per Exchange Act Rule 10A-3 and designated an “audit committee financial expert” .
- Audit Committee cadence and scope: Audit Committee held 9 meetings in fiscal 2024; remit includes oversight of financial reporting integrity, internal control over financial reporting, auditor independence/performance, and risk management; the 2024 report confirms review of audited financials, SAS 1301 discussions, and auditor independence review .
- Board attendance: The Board met 7 times in fiscal 2024 (4 telephonic; 3 in-person), with executive sessions of independent directors after 4 meetings; all directors serving in 2024 attended at least 73% of the aggregate Board and committee meetings .
- Lead Independent Director: Steven F. Goldstone serves as Lead Director, with responsibilities including coordinating independent directors and chairing executive sessions .
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual non-employee director retainer | $180,000 (cash $45,000; equity $135,000 in time-based RSUs) | Cash paid quarterly; RSUs vest at the Annual Meeting |
| Audit Committee membership retainer | $12,500 | Per member |
| Audit Committee chair retainer | $25,000 | Chair additional retainer |
| Compensation Committee membership retainer | $10,000 | Per member |
| Nominating/Governance membership retainer | $7,500 | Per member |
| ESG Committee membership retainer | $7,500 | Per member |
| Lead Independent Director retainer | $15,000 | Additional to base retainer |
Director-level cash/equity actually paid to Owens in FY2024 (as reported):
- Fees Earned/Paid in Cash: $65,824; Stock Awards (grant-date FV): $156,095; Total: $221,919 .
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Time-based RSUs (annual grant to non-employee directors) | May 10, 2024 | 3,506 | $134,981 (3,506 × $38.50) | Vests at Annual Meeting | None; time-based only |
| Additional RSUs noted in beneficial ownership footnote (context) | n/a (footnote context) | 548 | n/a | “Vesting within 60 days of March 18, 2024” (contextual disclosure) | None stated |
The proxy states that the 2024 equity component is delivered as time-based RSUs with no performance conditions; director compensation is not subject to financial or ESG performance metrics .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Robert Wood Johnson Barnabas Health, Inc. | Non-profit/healthcare | Chairman of the Board | No CHEF-related transaction disclosed in proxy |
| DTCC | Financial market infrastructure | Director (2016) | Historical role; no CHEF-related transaction disclosed |
| Clearing House Interbank Payments Board | Banking payments governance | Chair (2015–2016) | Historical role; no CHEF-related transaction disclosed |
The 2025 proxy discloses related-person transactions involving the Pappas family (facility lease; family employment; design services) but none identified involving Owens .
Expertise & Qualifications
- Deep financial services and large-scale operations expertise across Wells Fargo, BNY Mellon, JPMorgan, Deutsche Bank, Citibank, and Bankers Trust, applicable to audit and risk oversight .
- Designated SEC “audit committee financial expert” and independent under Nasdaq and Rule 10A-3, supporting Audit Committee chair responsibilities .
- Governance and market infrastructure experience from DTCC and The Clearing House leadership roles .
- Current chairmanship of a large healthcare system board indicates experience in complex, regulated environments .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 17, 2025) | % Outstanding | Notes |
|---|---|---|---|
| Lester Owens | 4,054 | <1% | Beneficial ownership per SEC rules; includes rights to acquire within 60 days, if any |
Ownership alignment policies:
- Director ownership guideline: each independent director must own shares valued at 5× the equity component of the retainer (5 × $135,000 = $675,000); directors have three years from election to attain the guideline and must retain net shares until compliant .
- Insider Trading Policy: company prohibits hedging and short sales and generally prohibits pledging of company securities by directors and employees (limited exceptions) .
Governance Assessment
- Strengths: Owens brings meaningful audit/risk and complex operations expertise and is designated an audit committee financial expert; he chairs an active Audit Committee that met nine times in 2024 and reported standard oversight (audited financials review, SAS 1301 communications, auditor independence, and ICFR review) .
- Board effectiveness: Independent status confirmed; Board held executive sessions of independent directors after 4 of 7 meetings; all directors met at least the 73% attendance threshold in 2024; Lead Independent Director structure in place .
- Alignment and incentives: Director pay mix emphasizes equity (75% via time-based RSUs), supported by a robust director ownership guideline (5× equity retainer) and a deferral plan allowing up to 100% equity deferral to build long-term ownership .
- Conflicts/related parties: Proxy discloses related-person transactions centered on the Pappas family (facility lease and family-related employment/services); no transactions identified involving Owens; related party transactions require Audit Committee pre-approval and must be on arm’s-length terms .
- Risk mitigants: Anti-hedging/anti-pledging policy and Dodd-Frank/Nasdaq-aligned clawback policy in place; committee independence at 100% across committees .
RED FLAGS: None disclosed specific to Owens (no related-party transactions, no hedging/pledging noted); watch item is relatively modest current beneficial ownership versus the guideline, which is expected for a first-year director and subject to the three-year accumulation period .