Wendy M. Weinstein
Chefs' WarehouseAbout Wendy M. Weinstein
Independent director of The Chefs’ Warehouse (CHEF), age 63, serving since March 4, 2024. Career spans marketing leadership in premium beverages, restaurant ownership/operations, and consulting across restaurant technology, media, and food distribution; B.A. from the University of Pennsylvania . Tenure is under two years; independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanpellegrino S.p.A. | Director of Marketing | 1989–1995 | Led brand/market initiatives in premium beverages |
| Sanpellegrino S.p.A. | Director of International Marketing | 1996–2000 | International expansion and brand strategy |
| W2K Consulting | Chief Marketing Officer | Since Jan 2001 | CMO for F&B and restaurant clients |
| Plates Restaurant (Westchester, NY) | Owner/Operator | 2003–2019 (sold Oct 2019) | Fine-dining operations oversight |
| Gerson Lehrman Group, Inc. | Consultant (restaurant tech, media, food distribution) | Since Oct 2011 | Sector insights for clients |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Newport Restaurant Group | Director | Since Jan 2024 | Audit Committee |
Board Governance
- Committee assignments:
- Nominating & Corporate Governance Committee member for CHEF .
- ESG Committee: skills matrix indicates ESG membership effective as of the 2025 Annual Meeting ; formal committee roster for 2025 names Brown (Chair) and Lewis as members, suggesting post-meeting composition may be limited to those two (note: potential roster transition) .
- Independence status: Independent director designated by the Board .
- Attendance and engagement:
- Board met 7 times in fiscal 2024; independent directors held 4 executive sessions. All directors serving in 2024 attended at least 73% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting (in-person or virtual) .
- Lead Independent Director: Steven F. Goldstone .
- Majority voting standard with mandatory resignation offer if an incumbent fails to receive a majority of votes cast in uncontested elections .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer (cash) | $45,000 | Paid quarterly |
| Annual non-employee director retainer (equity RSUs) | $135,000 | Time-based RSUs; vest at Annual Meeting |
| Committee membership fees | Audit $12,500; Compensation $10,000; Nominating & Governance $7,500; ESG $7,500 | Annual retainers per committee |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Governance $15,000; ESG $15,000 | Annual chair retainers |
| Lead Independent Director fee | $15,000 | Annual |
2024 director compensation for Wendy M. Weinstein:
| Item | 2024 Amount | Total |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $42,981 | |
| Stock Awards ($) | $156,095 | |
| All Other Compensation ($) | $0 | |
| Total ($) | $199,076 |
Mix and alignment: Equity-heavy pay design (approx. 78% equity, 22% cash) aligns with investor interests through annual RSU grants and ownership guidelines .
Performance Compensation
- Non-employee director equity awards are time-based RSUs that vest at the Annual Meeting; CHEF did not pay meeting fees in 2024 but pays committee and chair retainers .
- Non-Employee Director Deferral Plan allows deferral of up to 100% of annual equity compensation into stock accounts; distributions are in Company shares (lump-sum, with early distribution triggers on termination or change in control) .
Director equity grants (2024):
| Grant/Type | Shares (#) | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Annual RSU grant (May 10, 2024) | 3,506 | Vest at the 2025 Annual Meeting | $134,981 (3,506 × $38.50) |
| Onboarding RSUs (vesting within 60 days of Mar 18, 2024) | 548 | Within 60 days of Mar 18, 2024 | Not separately disclosed in proxy footnotes |
No director performance metrics (e.g., AEBITDA/ROIC/TSR) are attached to non-employee director pay; equity is time-based rather than performance-based .
Other Directorships & Interlocks
| Company | Relationship to CHEF | Interlock/Transaction |
|---|---|---|
| Newport Restaurant Group | Potential customer overlap (hospitality) | No related-party transactions disclosed involving Ms. Weinstein |
- CHEF’s Related Party Transaction Policy requires Audit Committee pre-approval for transactions >$120,000 with directors or their immediate families, at arm’s-length terms; current disclosures list leases and customers tied to other insiders, but none involving Wendy M. Weinstein .
Expertise & Qualifications
- Food & Beverage marketing leadership (Sanpellegrino/Nestlé subsidiary) and international brand development .
- Restaurant operations experience as an owner/operator (Plates Restaurant) .
- Consulting across restaurant technology, media, and food distribution (GLG; W2K Consulting CMO) .
- Audit Committee experience at Newport Restaurant Group .
- Education: B.A., University of Pennsylvania .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 4,404 | As of Mar 17, 2025 |
| Shares outstanding (CHEF common) | 40,988,475 | As of Record Date (Mar 17, 2025) |
| Ownership as % of shares outstanding | ~0.0107% | Calculated from disclosed figures |
| Unvested RSUs (annual grant) | 3,506 | Vest at 2025 Annual Meeting |
| RSUs vesting within 60 days (onboarding) | 548 | Granted to new directors including Ms. Weinstein |
| Hedging/Pledging policy | Hedging and short sales prohibited; pledging generally prohibited (limited exceptions) | Applies to directors |
| Director stock ownership guideline | 5× equity component of annual retainer; 3 years to comply; retain net shares until met | Wendy has until Mar 2027 |
Governance Assessment
- Strengths:
- Independent director with sector-relevant marketing and restaurant operations expertise; sits on CHEF’s Nominating & Corporate Governance Committee, signaling focus on board composition and governance processes .
- Equity-heavy director pay and stock ownership requirements (5× equity retainer; 3-year compliance window) align incentives with long-term shareholder value; anti-hedging/pledging policy strengthens alignment .
- Board governance framework includes majority vote standard, executive sessions, lead independent director, clawback policy, and committee independence (100%) .
- 2024 say-on-pay approval >93% indicates broad investor support for compensation design and governance approach .
- Watchpoints:
- New director with relatively small reported ownership (4,404 shares; ~0.0107% of outstanding), with compliance to 5× equity guideline required by ~Mar 2027; monitor progress toward guideline .
- Potential committee roster transition: ESG membership shown for Ms. Weinstein in skills matrix effective at the Annual Meeting, but formal roster lists only Brown (Chair) and Lewis; confirm post-meeting committee assignments and ESG oversight scope .
- Hospitality board role (Newport Restaurant Group) could intersect commercially; no related-party transactions disclosed involving Ms. Weinstein—continue monitoring under CHEF’s Related Party Transaction Policy .
- Red flags identified: None disclosed specific to Ms. Weinstein (no related-party transactions, no hedging/pledging breaches, no Section 16 issues disclosed in proxy sections cited; committee interlocks include her not serving on CHEF’s Compensation Committee) .
Overall implication for investor confidence: Governance posture is favorable—independence, committee participation in Nominating & Governance, and equity-aligned director pay are positives. Key monitoring items are ownership guideline progress and clarity on ESG committee membership post-Annual Meeting, especially given investors’ focus on sustainability oversight .