Steven F. Goldstone
Chefs' WarehouseAbout Steven F. Goldstone
Steven F. Goldstone (age 79) has served as an independent director of The Chefs’ Warehouse (CHEF) since March 7, 2016 and is the Board’s Lead Independent Director. He is the former non‑executive chairman of ConAgra Foods and former chairman/CEO of RJR Nabisco (1995–2000), was previously Lead Director of Greenhill & Co., and served on the boards of American Standard Companies and Merck & Co. He is a graduate of the University of Pennsylvania and attended NYU School of Law, and brings over 30 years of leadership, food industry knowledge, and corporate governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RJR Nabisco, Inc. | Chairman & CEO | 1995–2000 | Led large consumer products company; governance and M&A experience |
| ConAgra Foods, Inc. | Non‑Executive Chairman | Former | Food industry expertise; board leadership |
| Greenhill & Co. | Lead Director | Former | Board leadership; governance oversight |
| American Standard Companies | Director | Former | Board service at NYSE‑listed firm |
| Merck & Co., Inc. | Director | Former | Board service at NYSE‑listed firm |
External Roles
No current public company directorships disclosed for Goldstone in the latest proxy; prior public company board roles noted above .
Board Governance
- Independence: The Board determined Goldstone is independent under Nasdaq rules; 7 of 9 nominees are independent, and all standing Board committees are fully independent .
- Lead Independent Director: Goldstone serves as Lead Director, coordinating independent directors, advising on agendas, information quality, and chairing executive sessions; will continue in this role pending re‑election .
- Committee assignments: Member, Nominating & Corporate Governance Committee (committee chaired by Aylwin Lewis) .
- Attendance & engagement: Board met 7 times in FY2024; independent directors held executive sessions after 4 meetings; all directors attended at least 73% of Board/committee meetings in aggregate .
- Governance practices: Majority vote standard for director elections, stock ownership guidelines, anti‑hedging policy, clawback policy, over‑boarding policy; Board independence 82% and committee independence 100% .
- Activism/engagement context: Company entered a cooperation agreement with Legion Partners in 2024 to streamline Board size to 9 and secure voting support; management met with investors holding ~40% of voting shares on governance/compensation in 2024 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $63,750 | Includes cash retainer and applicable role/committee fees (standard cash retainer $45,000; N&G membership $7,500; Lead Director retainer $15,000) . |
| Equity (RSUs grant‑date fair value) | $134,981 | 3,506 RSUs granted on May 10, 2024 ($38.50 per share); vest at the 2025 Annual Meeting . |
| Total | $198,731 | Cash + equity; directors are reimbursed for meeting expenses . |
Program terms (non‑employee directors):
- Annual retainer $180,000 (cash $45,000 + equity $135,000 in RSUs vesting at the Annual Meeting); no meeting fees .
- Committee membership fees: Audit $12,500; Compensation $10,000; Nominating & Governance $7,500; ESG $7,500. Committee chair fees: Audit $25,000; Compensation $20,000; Nominating & Governance $15,000; ESG $15,000. Lead Director retainer $15,000 .
Performance Compensation
No performance‑based metrics disclosed for director compensation; equity grants are time‑based RSUs that vest at the Annual Meeting .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship to CHEF |
|---|---|---|
| ConAgra Foods, Inc. | Former Non‑Executive Chairman | Food manufacturer; potential supplier network overlap (past role) . |
| Merck & Co., Inc. | Former Director | No direct industry overlap (past role) . |
| Greenhill & Co. | Former Lead Director | No direct industry overlap (past role) . |
| American Standard Companies | Former Director | No direct industry overlap (past role) . |
No related‑party transactions involving Goldstone were disclosed; related‑party items disclosed involved executives and other directors (e.g., facility lease to founders; customer relationships tied to other directors), subject to Audit Committee approval per policy .
Expertise & Qualifications
- Governance: Extensive board leadership and governance experience (Lead Director roles; large‑cap board service) .
- Industry: Food industry familiarity via ConAgra leadership .
- Legal/M&A: Former Davis Polk partner advising on major M&A and securities matters; valuable for transaction oversight and risk .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 33,179 | Less than 1% of common stock . |
| Shares outstanding (record date) | 40,988,475 | Used to contextualize ownership. |
| Unvested RSUs (FY2024 director grant) | 3,506 (vest at Annual Meeting) | Annual director RSU grant made May 10, 2024 . |
| Additional RSUs included in beneficial calc (2024 window) | 3,393 vesting within 60 days of March 18, 2024 for other non‑employee directors (category includes Goldstone) | Beneficial ownership includes shares acquirable within 60 days . |
| Hedging/pledging | Prohibited (hedging and generally pledging) | Insider Trading Policy bans hedging and generally prohibits pledging, with limited exceptions . |
| Director ownership guidelines | 5x equity retainer; 3 years to comply | Applies to all independent directors . |
Governance Assessment
-
Strengths:
- Independent Lead Director with clear responsibilities; provides counterbalance to combined CEO/Chair structure .
- Fully independent committees and majority‑independent Board; robust governance features (clawbacks, anti‑hedging, ownership guidelines, majority vote) .
- Transparent director pay structure with equity alignment via RSUs; meaningful equity component and ownership requirements .
- Active investor outreach; strong say‑on‑pay support in 2024 (93% approval), indicating favorable shareholder sentiment on compensation governance .
-
Potential Risks / RED FLAGS:
- Board attendance: minimum threshold disclosed is “at least 73%” for directors in aggregate; lack of individual attendance disclosure can mask low participation by specific directors .
- Combined CEO/Chair remains a structural governance risk; mitigated by the Lead Director and executive sessions but still notable for some investors .
- Late Section 16(a) filings: Goldstone had one late Form 4 in FY2024; while minor, timely reporting is an investor confidence signal .
- Related‑party transactions exist at CHEF (leases, customers) involving other insiders; not tied to Goldstone, but present governance oversight demands on committees .
-
Implications for board effectiveness and investor confidence:
- Goldstone’s governance and transaction background is additive in a distribution business that pursues M&A and capacity expansion .
- Equity‑heavy director pay, anti‑hedging, and ownership guidelines strengthen alignment; continued disclosure of individual attendance would further enhance transparency .
- Lead Director role and independent committees meaningfully mitigate CEO/Chair combination, but some investors may still prefer chair/CEO separation .
Overall, Goldstone’s profile (former Fortune 500 chair/CEO, significant governance expertise, Lead Director responsibilities) supports board oversight quality at CHEF, with mild governance risks around attendance disclosure and the structural CEO/Chair combination, partially mitigated by lead independent oversight and executive sessions .