Raul Alvarez
About Raul Alvarez
Raul Alvarez, age 69, has served on Traeger, Inc.’s board since May 2018 and is the Lead Independent Director (since July 2021). He is an Operating Partner at Advent International, with extensive public company board experience. Alvarez holds a B.B.A. in Accounting from the University of Miami . He is independent under NYSE rules and serves as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dunkin’ Brands Group, Inc. | Director (former) | Not disclosed | Public company board experience |
| McDonald’s Corporation | Director (former) | Not disclosed | Public company board experience |
| KeyCorp | Director (former) | Not disclosed | Public company board experience |
| Skylark Co., Ltd. | Director (former) | Not disclosed | Public company board experience |
| Realogy Holdings Corp. | Director (former) | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Eli Lilly and Company | Director | 2009 | Current public company board |
| Lowe’s Companies, Inc. | Director | 2010 | Current public company board |
| First Watch Restaurant Group, Inc. | Chairman | Aug 2017 | Current chairman role |
| Advent International Corporation | Operating Partner | Jul 2017 | Private equity operating partner |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Alvarez is independent under NYSE rules |
| Lead Independent Director | Serves since July 2021; responsibilities include presiding over executive sessions, approving agendas/schedules, liaison with CEO/Chair, and investor communications as appropriate |
| Committee assignments (COOK) | Compensation Committee Chair; Audit Committee member; designated “audit committee financial expert” |
| 2024 meeting cadence | Board: 5 meetings; Audit: 5; Compensation: 7; Nominating & Gov: 4 |
| Attendance | Each director attended at least 75% of Board and relevant committee meetings in 2024 (Alvarez included) |
| Executive sessions | Non-management directors meet regularly; independent directors meet at least once per year without management |
| Controlled company context | COOK is a NYSE “controlled company”; despite eligibility for exemptions, committees are composed of independent directors |
| Compensation oversight | As Comp Committee Chair, oversees CEO/executive pay, incentive/equity plans, and clawback policy compliance under SEC/NYSE rules |
Fixed Compensation
| Component (Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for eligible non-employee directors |
| Lead Independent Director retainer | $75,000 | Additional retainer for Lead Director |
| Compensation Committee Chair retainer | $15,000 | Committee chair fee |
| 2024 Cash actually paid | $0 | Alvarez elected to receive retainers in fully vested RSUs under the Deferred Compensation Plan |
Performance Compensation
| Equity Element | Value/Terms | Vesting/Deferral |
|---|---|---|
| Annual equity grant (RSUs) | ~$192,500 per year | Vests in full on earlier of 1-year anniversary or next annual meeting; Alvarez elected to defer settlement |
| 2024 reported stock awards (total) | $357,498 | Includes annual RSU (~$192.5k) plus RSUs issued in lieu of cash retainers per Alvarez’s election |
| Director election to defer | 100% of cash retainers and RSUs deferred | Alvarez deferred both 2024 cash and RSUs; settlement deferred per plan |
Note: Director RSUs are time-based (no performance metrics are disclosed for director equity). Vesting accelerates upon certain change-in-control scenarios if the director is not continuing on the post-transaction board, per plan terms .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Eli Lilly and Company; Lowe’s Companies, Inc.; Chairman of First Watch Restaurant Group, Inc. |
| Compensation Committee interlocks | During 2024, COOK Comp Committee members (including Alvarez) were not officers of COOK; no executive officer interlocks disclosed |
| Related party transactions | Disclosed related-party arrangements involved entities affiliated with OTPP and TCP (customer support outsourcing); Alvarez not identified as a related person in these transactions |
Expertise & Qualifications
- Audit/financial: Identified as an audit committee financial expert; skills in finance/accounting and risk management .
- Executive leadership and public company board experience across multiple consumer-facing companies .
- Strategic transactions and industry/consumer insights; logistics & supply chain exposure .
- Human capital, environmental, and climate oversight experience (board skills matrix) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 888,903 |
| % of shares outstanding | <1% |
| Directly held | 150,000 shares |
| Held via family trusts | 382,117 shares |
| RSUs counted in beneficial ownership (vested/vesting within 60 days, settlement deferred) | 356,786 shares |
| RSUs outstanding at 12/31/2024 | 339,881 units |
| Vested but unsettled RSUs at 12/31/2024 | 263,795 units |
| Hedging/pledging policy | Hedging prohibited by Insider Trading Policy; pledging not specified in the excerpt |
Governance Assessment
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Strengths
- Independent Lead Director with clear responsibilities; serves as Compensation Committee Chair and Audit Committee member; designated audit committee financial expert, enhancing board oversight and investor confidence .
- Strong alignment: 2024 cash retainers and annual equity taken entirely as RSUs, with deferral of settlement—boosting long-term ownership and signaling confidence; 2024 reported equity compensation of $357,498 reflects equity-heavy mix .
- Attendance: At least 75% participation in board/committee meetings; committees met frequently in 2024 (Audit 5x, Compensation 7x), indicating active governance .
- Clawback oversight: Compensation Committee is responsible for administering compliance with SEC/NYSE compensation recovery requirements .
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Risk factors and potential flags
- Controlled company status concentrates influence with sponsor shareholders, though committees are independent; monitoring independence and minority shareholder protections remains prudent .
- Multiple external public directorships (Eli Lilly, Lowe’s, First Watch chair) create potential time-commitment considerations; however, the proxy notes no audit-committee overboarding and recognizes Alvarez as an audit financial expert .
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Related-party/conflict check
- No Alvarez-specific related-person transactions disclosed. The company disclosed a services arrangement with a third party owned in part by OTPP and TCP (sponsor affiliates), reviewed under related-party policies overseen by the Audit Committee on which Alvarez serves .
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Overall implication
- Alvarez’s roles as Lead Independent Director, Compensation Chair, and Audit financial expert, combined with equity-heavy, deferred compensation choices and meaningful share ownership, point to strong alignment and constructive oversight. The controlled-company context warrants ongoing attention to board independence and shareholder rights, but current committee composition and processes mitigate concerns .