Richard N. Peretz
About Richard N. Peretz
Richard N. Peretz (age 63) joined The Chefs’ Warehouse, Inc. board on March 4, 2024. He is the former Chief Financial Officer of United Parcel Service, Inc. (UPS) and previously served in senior finance roles including Controller, Treasurer, and head of M&A; he currently serves as a Venture Partner at Playground Global and holds several board seats. He earned a B.A. in Business Administration from the University of Texas at San Antonio and an M.B.A. from Emory University’s Goizueta Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. (UPS) | Chief Financial Officer | Jul 2015–Feb 2020 | Led global finance, capital allocation, investor relations |
| UPS | Controller/Treasurer; Head of M&A | 2007–2015 | Corporate control, treasury, transactions |
| UPS | CFO & VP, International Operations | 2002–2007 | International finance/operations leadership |
| UPS Strategic Enterprise Fund | Investment Committee Member | 2013–Feb 2020 | VC investment oversight |
| American Red Cross (Atlanta Chapter) | Board Member | 2008–2015 | Non-profit governance |
| First International Bancorp | Director | 2008–2015 | Banking oversight |
External Roles
| Organization | Role | Tenure Start | Committees/Impact |
|---|---|---|---|
| Altus Power, Inc. | Director | Dec 2021 | Public company director |
| Iris Acquisition Corp. (formerly Tribe Capital Growth Corp. I) | Director; Audit Committee Chair | Mar 2021 | Audit oversight; SPAC governance |
| Boxbot, Inc. | Director | Sep 2023 | Private company operations/automation |
| Semper Paratus Acquisition Corp. | Director (prior) | Oct 2021–Jun 2022 | SPAC governance |
| Electric Last Mile Solutions, Inc. | Director (prior) | Jun 2021–Jun 2022 | EV manufacturer oversight |
| Tribe Capital Growth Corp. II | Director (prior) | Mar 2021–May 2022 | SPAC governance |
| Playground Global | Venture Partner | May 2021 | Early-stage tech investing |
Potential interlock/conflict: The Company sold $684,569 of products to Playground Global (where Peretz is a Venture Partner) in fiscal 2024; related-party transactions are reviewed under the Board’s Related Party Transaction Policy by the Audit Committee .
Board Governance
- Independence: The Board determined Peretz is independent under Nasdaq rules; seven of nine nominees are independent .
- Committee assignments:
- Compensation & Human Capital Committee member (independent), continuing post-Annual Meeting .
- Not listed as an Audit Committee member post-Annual Meeting (members: Owens—Chair, Brown, Walton-Ruskin) .
- Attendance and engagement: In fiscal 2024, the Board met seven times (four telephonic, three in-person); all directors attended at least 73% of aggregate Board and committee meetings; independent directors held executive sessions after four Board meetings .
- Governance policies: Anti-hedging; general prohibition on pledging; clawback policy; over-boarding policy; majority vote standard; committee independence 100% .
Fixed Compensation
| Component | Structure (FY2024) | Detail |
|---|---|---|
| Annual retainer | $180,000 | $45,000 cash paid quarterly; $135,000 in time-based RSUs vesting at the Annual Meeting |
| Committee membership fees | Varied | Audit $12,500; Compensation $10,000; Nominating/Governance $7,500; ESG $7,500 |
| Committee chair fees | Varied | Audit Chair $25,000; Compensation Chair $20,000; Nominating/Governance Chair $15,000; ESG Chair $15,000 |
| Lead Independent Director fee | $15,000 | Additional cash retainer |
| Meeting fees | None | No meeting fees paid in FY2024 |
| Deferral plan | Available | Non-Employee Director Deferral Plan allows deferral of up to 100% of annual equity; distributions in stock |
| FY2024 Director Compensation (Peretz) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 45,027 |
| Stock Awards (grant-date fair value) | 156,095 |
| All Other Compensation | — |
| Total | 201,122 |
Mix signal: Equity-heavy (~77.6% equity, 22.4% cash) supports alignment with shareholders .
Performance Compensation
- Non-employee director equity awards are time-based RSUs vesting at the Annual Meeting; there are no performance metrics (no options or PSUs granted to directors in FY2024) .
- Vesting and plan terms feature minimum one-year vesting, clawback applicability, and no option/SAR repricing without shareholder approval .
| Director Equity Award Details (FY2024) | Grant mechanics |
|---|---|
| Annual RSU grant (typical) | RSUs granted at 2024 annual meeting; unvested as of FY2024 year-end; vest at 2025 Annual Meeting |
| Vesting | Full vest at Annual Meeting; subject to Amended 2019 Plan terms (min. vesting; clawback) |
Other Directorships & Interlocks
| Company | Relationship to CHEF | Exposure | Notes |
|---|---|---|---|
| Playground Global | Customer; Peretz Venture Partner | $684,569 in FY2024 sales | Reviewed under Related Party Transaction Policy; terms must be no less favorable than third parties |
| Altus Power, Inc. | None disclosed | — | Public board seat |
| Iris Acquisition Corp. | None disclosed | — | Audit Chair; SPAC board seat |
| Boxbot, Inc. | None disclosed | — | Private company board |
Expertise & Qualifications
- Senior finance executive: Former UPS CFO; extensive corporate finance, treasury, M&A, and international operations .
- Board/audit experience: Audit Committee chair at Iris Acquisition Corp; multiple public and private board roles .
- Industry exposure: Logistics and supply chain depth via UPS; venture investing/technology via Playground Global .
- Education: B.A. (UTSA); M.B.A. (Emory—Goizueta Business School) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 4,054 shares; <1% of outstanding |
| Included RSUs vesting within 60 days (Mar 2024 cohort) | 548 RSUs counted within beneficial ownership per SEC rules |
| Unvested RSUs outstanding (FY2024 year-end) | Annual RSU awards unvested; vest at 2025 Annual Meeting |
| Director ownership guidelines | Must own shares valued at 5x equity retainer; compliance window 3 years from election; retain net shares until guidelines met |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited with limited exceptions |
Governance Assessment
- Committee effectiveness: Peretz serves on the Compensation & Human Capital Committee; his CFO background strengthens pay-for-performance oversight and financial rigor; the committee met seven times in FY2024, supported by independent consultant FW Cook .
- Independence and attendance: Independent status and minimum attendance thresholds met; the Board held executive sessions, indicating healthy independent oversight .
- Ownership alignment: Equity-heavy director pay and stock ownership guidelines requiring 5x equity retainer within three years support alignment; Peretz is within the standard compliance window as a 2024 appointee .
- RED FLAG — related-party exposure: Sales to Playground Global ($684,569 in FY2024) where Peretz is a Venture Partner represent a potential conflict; however, the Company’s Related Party Transaction Policy mandates Audit Committee review and terms no less favorable than third-party transactions .
- Policy safeguards: Anti-hedging/pledging, clawback, majority voting with resignation policy for failed elections, over-boarding limitations (including audit committee service limits) reduce governance risk .
Overall signal: Peretz brings strong finance and operations expertise and is appropriately independent, with committee service aligned to his background. The Playground Global customer relationship is a watch item but is subject to formal review processes; equity-heavy director compensation and ownership guidelines further support alignment with shareholder interests .