Charles Jemley
About Charles Jemley
Independent director at First Watch Restaurant Group (FWRG) since August 2024; age 61; Audit Committee Chair and Audit Committee “financial expert.” Prior roles include CFO of Dutch Bros Coffee (Aug 2021–May 2024; Strategic Advisor since May 2024), CFO of CKE Restaurant Holdings (2018–2019), and senior finance leadership at Starbucks and Yum! Brands (1990–2018). Independence affirmed under Nasdaq rules; serves as one of nine independent directors on a ten-member board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dutch Bros Coffee | Chief Financial Officer; Strategic Advisor | CFO: Aug 2021–May 2024; Advisor: since May 2024 | Led finance through IPO and early public-company years (noted in FWRG bio); transitioned to strategic advisor |
| Dutch Bros OpCo | Chief Financial Officer | Jan 2020–May 2024 | Corporate finance leadership |
| CKE Restaurant Holdings, Inc. | Chief Financial Officer | Jul 2018–Dec 2019 | Corporate finance leadership |
| Starbucks Corporation | Leadership roles | Feb 2006–Jan 2018 | International finance leadership across regions |
| Yum! Brands | Leadership roles | Apr 1990–Jan 2006 | Multi-decade restaurant finance/operations experience |
External Roles
| Organization | Role | Committees/Responsibilities | Start |
|---|---|---|---|
| Four Corners Property Trust (FCPT) | Independent Director | Chairs Audit & Risk Committee; member Compensation Committee | 2017 (current service noted in FWRG release) |
| Dutch Bros Coffee | Strategic Advisor | Advisory role to CEO | May 2024 |
| LANDED (private HR tech) | Advisory Board | Advisor to executive team | Dec 2024/Jan 2025 |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Ralph Alvarez, Charles Jemley, and Jostein Solheim; all meet heightened independence and financial expert criteria; Audit Committee met 4 times in FY2024 .
- Independence: Board affirmed Jemley is independent under Nasdaq; Board (except the CEO) is entirely independent; Jemley meets Rule 10A-3 heightened independence for audit service .
- Attendance: Board held 5 meetings in FY2024; every director attended at least 75% of Board and applicable committee meetings .
- Tenure & classification: Class II director; director since 2024; current Class II term expires at the 2026 annual meeting .
- Governance policies: Corporate Governance Guidelines (incl. executive sessions) and committee charters published; Code of Ethics applies to directors; Audit Committee issues formal report; Indemnification agreements in place .
Fixed Compensation
| Component | FY2024 Cash Earned (USD) | Notes |
|---|---|---|
| Cash fees (retainer + committee pro rata) | 33,929 | Pro rata from Aug 22, 2024 appointment; includes base and Audit Chair differential under FY2024 framework |
| Total Cash (FY2024) | 33,929 | Sum of fees |
Non-Employee Director Cash Framework (for reference):
- FY2024: Base $75,000; Audit member $10,000; Audit Chair $20,000; Compensation member $7,500; Compensation Chair $15,000; Nominating member $6,000; Nominating Chair $10,000 .
- FY2025: Base $80,000; Audit member $15,000; Audit Chair $30,000; Compensation member $12,500; Compensation Chair $25,000; Nominating member $11,000; Nominating Chair $22,000 .
Performance Compensation
| Grant Type | FY2024 Award Value (USD) | RSUs Granted/Unvested | Vesting | Basis/Mechanics |
|---|---|---|---|---|
| RSUs (Director annual grant; pro rata/new director) | 140,000 | 8,134 unvested as of 12/29/2024 | Time-based; vest on first anniversary of grant date, contingent on Board service | Equity component was increased in July 2024 to $140k for non-Advent directors; annual grants valued using closing price (e.g., $19.25 on May 23, 2024 for standard cycle); Jemley’s 2024 total stock award reflected $140k |
No performance metrics (EBITDA/TSR/ESG) are tied to director equity; director RSUs are time-based only .
Other Directorships & Interlocks
| Company | Relationship | Committee Interlocks | Potential Conflict Notes |
|---|---|---|---|
| First Watch Restaurant Group (FWRG) | Independent Director; Audit Chair | Chairs Audit Committee | None disclosed; Related party transactions: none >$120k in FY2024; Audit Committee reviews any future related party transactions |
| Four Corners Property Trust (FCPT) | Independent Director | Chairs Audit & Risk; Compensation member | FCPT is a restaurant/retail net-lease REIT; no disclosed FWRG-tenant ties; monitor for landlord/tenant overlaps; none disclosed in FWRG related party section |
| Advent International | Largest FWRG stockholder (31.5%); some FWRG directors are Advent employees/partners | Board determined Advent-linked directors remain independent for committee service; Jemley is not an Advent employee |
Expertise & Qualifications
- Audit Committee financial expert; deep finance and accounting experience; extensive restaurant industry/C-suite background .
- Board’s skills matrix flags Jemley for Restaurant Industry, Operations, Real Estate Development, Franchising, M&A/Business Development, Corporate Governance, Finance & Accounting, and C-Suite leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 1% of outstanding Common Stock as of record date (60,968,674 shares outstanding) |
| RSUs (unvested) | 8,134 as of 12/29/2024 |
| Options | None reported for Jemley as a director; nonqualified options table shows “—” for Jemley |
| Hedging/pledging | Prohibited by Insider Trading Policy; also prohibits short sales and certain derivatives |
| Ownership guidelines | Company maintains Stock Ownership Guidelines per Corporate Governance Guidelines (director details not specified in proxy) |
Governance Assessment
- Strengths: Independent status with heightened audit independence; Audit Chair and financial expert credentials; positive attendance record; robust insider trading (anti-hedging/pledging) and clawback policies; active oversight of remediation of historical material weaknesses in ITGC and income taxes (remediated), with continued work on remaining weaknesses—indicates audit rigor and risk awareness .
- Alignment: Director equity via time-based RSUs fosters long-term alignment; 2024 compensation mix balanced (cash $33,929; equity $140,000) .
- Conflicts/Interlocks: FCPT directorship presents a potential landlord/tenant overlap risk; no FWRG–FCPT transactions disclosed; FWRG’s Related Person Transaction Policy assigns review to the Audit Committee (which Jemley chairs), so recusal protocols should be observed if any such transactions arise; current disclosure shows none .
- RED FLAGS: None disclosed for related-party transactions; no hedging/pledging; no legal/investigation items noted in proxy; monitor for any future FCPT property relationships and ensure committee-level recusals if applicable .
- Governance Quality: Board majority independent; clear committee charters; annual evaluations and corporate governance guidelines in place; Audit Committee report signed by Jemley, Alvarez, and Solheim, supporting transparency .
Note: As an Emerging Growth Company, FWRG is not required to hold say‑on‑pay votes, reducing direct shareholder input on executive compensation; not typically applicable to director compensation but relevant for overall governance context .