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Richard N. Peretz

Director at Chefs' WarehouseChefs' Warehouse
Board

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

OrganizationRoleTenureCommittees/Impact
United Parcel Service, Inc. (UPS)Chief Financial OfficerJul 2015–Feb 2020Led global finance, capital allocation, investor relations
UPSController/Treasurer; Head of M&A2007–2015Corporate control, treasury, transactions
UPSCFO & VP, International Operations2002–2007International finance/operations leadership
UPS Strategic Enterprise FundInvestment Committee Member2013–Feb 2020VC investment oversight
American Red Cross (Atlanta Chapter)Board Member2008–2015Non-profit governance
First International BancorpDirector2008–2015Banking oversight

External Roles

OrganizationRoleTenure StartCommittees/Impact
Altus Power, Inc.DirectorDec 2021Public company director
Iris Acquisition Corp. (formerly Tribe Capital Growth Corp. I)Director; Audit Committee ChairMar 2021Audit oversight; SPAC governance
Boxbot, Inc.DirectorSep 2023Private company operations/automation
Semper Paratus Acquisition Corp.Director (prior)Oct 2021–Jun 2022SPAC governance
Electric Last Mile Solutions, Inc.Director (prior)Jun 2021–Jun 2022EV manufacturer oversight
Tribe Capital Growth Corp. IIDirector (prior)Mar 2021–May 2022SPAC governance
Playground GlobalVenture PartnerMay 2021Early-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

ComponentStructure (FY2024)Detail
Annual retainer$180,000$45,000 cash paid quarterly; $135,000 in time-based RSUs vesting at the Annual Meeting
Committee membership feesVariedAudit $12,500; Compensation $10,000; Nominating/Governance $7,500; ESG $7,500
Committee chair feesVariedAudit Chair $25,000; Compensation Chair $20,000; Nominating/Governance Chair $15,000; ESG Chair $15,000
Lead Independent Director fee$15,000Additional cash retainer
Meeting feesNoneNo meeting fees paid in FY2024
Deferral planAvailableNon-Employee Director Deferral Plan allows deferral of up to 100% of annual equity; distributions in stock
FY2024 Director Compensation (Peretz)Amount ($)
Fees Earned or Paid in Cash45,027
Stock Awards (grant-date fair value)156,095
All Other Compensation
Total201,122

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
VestingFull vest at Annual Meeting; subject to Amended 2019 Plan terms (min. vesting; clawback)

Other Directorships & Interlocks

CompanyRelationship to CHEFExposureNotes
Playground GlobalCustomer; Peretz Venture Partner$684,569 in FY2024 salesReviewed under Related Party Transaction Policy; terms must be no less favorable than third parties
Altus Power, Inc.None disclosedPublic board seat
Iris Acquisition Corp.None disclosedAudit Chair; SPAC board seat
Boxbot, Inc.None disclosedPrivate 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

MetricValue
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 guidelinesMust own shares valued at 5x equity retainer; compliance window 3 years from election; retain net shares until guidelines met
Hedging/pledgingHedging 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 .