David Paresky
About David Paresky
Independent Class II director at First Watch Restaurants (FWRG) since April 2023; age 35. He is a Principal at Advent International (since Jan 2023) and previously held investing roles at Thomas H. Lee Partners; the Board determined he is independent under Nasdaq rules despite his Advent employment. He brings investment and management expertise; no education details were disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International, L.P. | Principal | Jan 2023–present | — |
| Thomas H. Lee Partners, L.P. | Vice President; Senior Associate | Aug 2018–Jul 2019; Aug 2017–Jul 2018 | — |
| System One, Inc. | Director | Apr 2019–Jul 2019 | — |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| None disclosed in 2025 proxy for Paresky | — | — | — |
Board Governance
- Independence: The Board affirmatively determined Paresky is independent under Nasdaq rules; it considered his Advent employment and concluded the relationship did not impair independence. Each standing committee is composed entirely of independent directors.
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Irene Chang Britt). The committee met 3 times and acted by written consent once in FY2024.
- Attendance: In 2024, each director attended at least 75% of total Board and committee meetings; the Board met 5 times (and used 6 written consents).
- Committee activity context: Audit Committee met 4 times (Chair: Charles Jemley); Compensation Committee met 4 times (Chair: Stephanie Lilak).
- Board leadership: Chair of the Board is Ralph Alvarez (independent).
Fixed Compensation
- Eligibility: Non-employee directors who are not employees of Advent participate in the standard director compensation program; Advent employees on the Board do not participate. Therefore, Paresky (Advent employee) does not receive FWRG director cash retainers or equity under this framework.
- 2024 framework (context, not applicable to Paresky): Base cash retainer $75,000; committee member fees: Audit $10,000, Compensation $7,500, Nominating & Governance $6,000; committee chair fees: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000.
- 2025 updates (context): Base cash retainer increased to $80,000; committee member fees to $15,000 (Audit), $12,500 (Comp), $11,000 (N&G); chair fees to $30,000 (Audit), $25,000 (Comp), $22,000 (N&G).
| Component | FY2024 Amount | FY2025 Amount | Paresky Participation |
|---|---|---|---|
| Base cash retainer | $75,000 | $80,000 | Not eligible (Advent employee) |
| Audit member / chair | $10,000 / $20,000 | $15,000 / $30,000 | Not applicable |
| Compensation member / chair | $7,500 / $15,000 | $12,500 / $25,000 | Not applicable |
| Nominating & Governance member / chair | $6,000 / $10,000 | $11,000 / $22,000 | Member role only; no fees due to Advent status |
Performance Compensation
- Equity awards (context): In 2024, non-Advent directors received RSUs with a base $100,000 grant date fair value (Chair +$50,000), calculated at $19.25 closing price on May 23, 2024; RSUs vest on the first anniversary. Effective July 2024, the annual RSU grant increased to $140,000 (Chair +$60,000). Paresky is not eligible for these awards due to Advent employment.
| Performance Metric/Vehicle | FY2024 Terms | Vesting | Paresky Participation |
|---|---|---|---|
| Annual RSU grant (non-Advent directors) | $100,000 grant date fair value (Chair +$50,000) at $19.25/share on 5/23/24 | 1-year cliff | Not eligible (Advent employee) |
| Mid-2024 increase (non-Advent directors) | Raised to $140,000 (Chair +$60,000) | 1-year cliff | Not eligible |
No performance-based (TSR/EBITDA/ESG) metrics are tied to director compensation; director equity is time-vested RSUs (not applicable to Paresky) .
Other Directorships & Interlocks
- Major shareholder affiliation: Funds managed by Advent own 31.5% of FWRG as of the record date; Paresky and Tricia Glynn are Advent employees but do not have voting or dispositive power over shares deemed beneficially owned by Advent (per footnote).
- Board composition linked to Advent: The Board considered Advent relationships for Alvarez (operating partner), Kussell (operating partner), Glynn (Advent Managing Partner), and Paresky (Advent Principal) in assessing independence.
| Entity | Role/Relationship | Potential Interlock Risk |
|---|---|---|
| Advent International, L.P. | Largest shareholder (31.5%); Paresky is an employee | Influence risk; Board determined independence nonetheless |
Expertise & Qualifications
- Biography highlights: Investment and management expertise from private equity roles at Advent and THL Partners.
- Board skills matrix (Paresky): “Integral” in M&A/Business Development; “Meaningful involvement” in Corporate Governance and Finance & Accounting.
Equity Ownership
- Beneficial ownership (as of record date for 2025 Annual Meeting, March 24, 2025): The proxy reports “—” for Paresky (i.e., no shares beneficially owned; less than 1%).
- No personal voting/dispositive power over Advent’s FWRG shares (footnote clarification).
- Hedging/pledging: Company policy prohibits pledging, margin, short sales, and hedging of company stock.
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | — (reported as none) |
| Ownership % of outstanding | <1% |
| RSUs or options held as director | None disclosed for Paresky; RSU/option holdings shown only for non-Advent directors and legacy options for certain directors. |
| Pledged or hedged shares | Prohibited by policy |
| Stock ownership guidelines | Company maintains guidelines (details not specified in proxy section cited) |
Governance Assessment
-
Strengths
- Independent director under Nasdaq standards despite major shareholder employment; all committees are fully independent.
- Active governance role via Nominating & Corporate Governance Committee; committee conducted formal meetings and actions in FY2024.
- Board and committee attendance met threshold (≥75%) in 2024; overall Board met 5 times.
- No related-party transactions reported since the start of last fiscal year.
- Strong trading and recovery policies: insider policy bans pledging/hedging; clawback policy compliant with Nasdaq Rule 5608.
-
Risks / Red Flags
- Concentrated shareholder influence: Advent owns 31.5% of shares and has multiple affiliated directors (employee and operating partner ties); while independence was affirmed, investor scrutiny of potential influence is warranted.
- Alignment gap: Paresky does not personally hold FWRG shares per proxy and, as an Advent employee, does not participate in director cash/equity compensation, potentially reducing direct “skin in the game” versus non-Advent directors.
-
Compensation Committee process controls (context): Compensation Committee may retain independent advisers, subject to independence assessments.
Notes on Unavailable/Undisclosed Items
- Education, detailed ownership guideline multiples, say-on-pay results specific to director alignment, and individual meeting-by-meeting attendance percentages were not disclosed in the sections cited.