Charles Jemley
About Charles L. Jemley
Charles L. Jemley (age 61) is an independent director of FCPT, serving since 2017, and is the Chairperson of the Audit and Risk Committee and a member of the Compensation Committee . He is a seasoned restaurant and finance executive, previously CFO of Dutch Bros Coffee (2020–May 2024) and CKE Restaurant Holdings (2018–2019), with senior finance leadership roles at Starbucks (2006–2018) and a 16-year career at Yum! Brands including CFO of Yum China (2004–2005) . He holds a BA in Accounting (University of Louisville) and an MBA (University of Washington) . His current Board tenure is disclosed at 7 years in the Board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dutch Bros Coffee | Chief Financial Officer | Jan 2020 – May 2024 | Senior executive leadership, finance/accounting (restaurant sector experience) |
| CKE Restaurant Holdings, Inc. | Chief Financial Officer | Jul 2018 – Dec 2019 | Senior finance leadership |
| Starbucks | Senior Vice President; multiple senior finance roles | 2006 – Jan 2018 | Led finance for global functions; helped scale international; led international store development in 2015 |
| Yum! Brands | Various roles including CFO Yum China; VP Business Planning Yum International; led US real estate/development for KFC | ~1990–2005 (CFO Yum China 2004–2005; VP 2003; KFC real estate 2001–2002) | International P&L/real estate leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| First Watch Restaurants Group, Inc. | Director; Audit Committee Chair | Aug 2024 | Public company directorship; audit leadership |
| LANDED | Advisor | Dec 2024 | Advisory role |
Board Governance
- Committee assignments: Audit & Risk (Chair); Compensation (Member). Past refresh: Jemley rotated off Nominating & Governance after re-election in June 2024 as part of committee refresh .
- Independence: Board lists Jemley as independent; all committee members are independent; Audit Committee members qualify as “audit committee financial experts” .
- Attendance and engagement: Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings; all eight directors attended the 2024 annual meeting .
- Audit oversight: Audit & Risk Committee met nine times in 2024; its report is signed by Jemley as Chair .
Fixed Compensation
| Component | 2024 Amount | Detail/Mechanics |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director retainer |
| Audit & Risk Committee Chair retainer | $15,000 | Additional annual cash retainer for Audit Chair |
| Fees earned (reported) | $80,000 | 2024 Director Compensation Table (cash) |
Notes: Directors may elect to take cash retainers in RSUs; none did so for 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| Annual RSUs | Jun 6, 2024 | 4,859 | $120,000 | Vests Jun 6, 2025, subject to service | Dividend equivalent rights (DERs) accrue into additional RSUs; Jemley elected to defer receipt of shares for 2024 awards |
- Structure/metrics: Director equity is time-based (no performance metrics); DERs are reinvested and subject to same vesting as underlying RSUs .
- Mix (2024): Cash $80,000 vs Equity $120,000 → ~40% cash / ~60% equity, aligning incentives to long-term equity .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| First Watch Restaurants Group, Inc. | Restaurants | Independent Director | Audit Committee Chair |
- Related-party/tenant exposure: FCPT disclosed no related party transactions exceeding the policy threshold in 2024; policy requires director recusal on interested transactions . The proxy does not list First Watch as a top tenant; no interlocks or transactions are disclosed between FCPT and First Watch .
Expertise & Qualifications
- Disclosed Board skills for Jemley include: Executive Compensation, Finance/Capital Markets, Financial Reporting/Accounting, Investor Relations, and Public Company Executive Experience .
- The Board has determined Audit Committee members (including Jemley) are “audit committee financial experts” .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | As-Of Date | Notes |
|---|---|---|---|---|
| Charles L. Jemley | 35,039 | <1% | Apr 4, 2025 | Beneficial ownership per proxy |
| Unvested RSUs held (FY-end 2024) | 4,982 | — | Dec 31, 2024 | Director equity outstanding |
- Ownership policy: Non-employee directors must own ≥$400,000 in stock/stock equivalents; directors must retain 75% of net shares until compliant; all directors compliant as of Dec 31, 2024 .
- Hedging/pledging: Insider Trading Policy prohibits short sales, hedging, and pledging by officers and directors .
Governance Assessment
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Strengths
- Financial oversight: Audit & Risk Chair, “financial expert” designation; nine Audit Committee meetings in 2024; signed Audit Committee Report recommending inclusion of audited financials .
- Independence and attendance: Independent status; ≥75% attendance; annual meeting attendance; committees comprised solely of independents .
- Alignment: ~60% of 2024 director pay in equity; robust ownership policy with compliance; RSU deferral election further signals long-term alignment .
- Shareholder sentiment: 2025 say-on-pay approved (For 87.37M vs Against 1.30M), indicating positive investor support of pay practices .
-
Potential risks/monitoring items
- External board: Concurrent First Watch directorship (Audit Chair) in the restaurant sector warrants routine monitoring for potential tenant overlaps or time commitments; however, FCPT reports no related-party transactions in 2024 and has recusal controls .
- Committee refresh: Governance and committee rotation occurred mid-2024 (normal refresh); no red flags disclosed .
-
RED FLAGS: None disclosed. No related-party transactions above threshold; hedging/pledging prohibited; strong independent oversight and attendance .
Director Compensation (2024 snapshot)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (RSUs) | $120,000 |
| Total | $200,000 |
Additional Signals and Context
- Board composition/governance features include an independent chair, annual director elections, majority voting in uncontested elections, independent committees, executive sessions of independents, clawback policy for Section 16 officers, and prohibitions on hedging/pledging by directors .
- Committee activity: Nominating & Governance met four times in 2024; disclosure emphasizes capacity assessment and evaluation of director time commitments .
Overall, Jemley’s audit leadership, deep restaurant finance background, and equity-heavy compensation structure are supportive of board effectiveness and investor alignment, with no disclosed conflicts or attendance issues. Continued monitoring of his external First Watch role for any FCPT tenant overlaps is prudent given sector adjacency, but current disclosures indicate low conflict risk under FCPT’s related-party framework .