Irene Chang Britt
About Irene Chang Britt
Independent Class II director of First Watch (FWRG) since July 2023; age 62 as of the 2025 proxy. Former President & Divisional CEO of Pepperidge Farm and SVP, Global Baking & Snacking at Campbell Soup (2012–2015); earlier leadership roles at Campbell (joined 2005), Kraft Foods, Nabisco, and Kimberly-Clark in marketing, sales, and R&D. Currently serves on the boards of IDEXX Laboratories and Victoria’s Secret & Co; prior public boards include Brighthouse Financial, Dunkin’ Brands Group, Tailored Brands, TerraVia, and Sunoco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campbell Soup Company | SVP, Global Baking & Snacking | 2012–2015 | Led global baking/snacking; retired 2015 |
| Pepperidge Farm, Inc. | President & Divisional CEO | 2012–2015 | Divisional leadership under Campbell |
| Campbell Soup Company | Various leadership roles | 2005–2012 | Management roles after joining in 2005 |
| Kraft Foods Group, Inc.; Nabisco, Inc.; Kimberly-Clark | Leadership roles in marketing, sales, R&D | Prior to 2005 | Multi-functional consumer/CPG experience |
External Roles
| Company | Role | Current/Prior | Notable Committees/Notes |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Director | Current | Not disclosed in FWRG proxy |
| Victoria’s Secret & Co. | Director | Current | Not disclosed in FWRG proxy |
| Brighthouse Financial, Inc. | Director | Prior | Not disclosed in FWRG proxy |
| Dunkin’ Brands Group, Inc. | Director | Prior | Historical interlock: Ralph Alvarez also served as a director (2012–2020) |
| Tailored Brands, Inc.; TerraVia Holdings, Inc.; Sunoco, Inc. | Director | Prior | Not disclosed in FWRG proxy |
Board Governance
- Independence: Board affirmatively determined Britt is independent under Nasdaq rules; FWRG’s board is 90% independent (9/10 directors; CEO is the only non-independent) .
- Classification/Term: Class II director; term expires at the 2026 annual meeting .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members include Ralph Alvarez, David Paresky, and William Kussell .
- Committee activity: Nominating & Corporate Governance Committee held 3 meetings and acted by written consent once in FY2024 .
- Board activity/attendance: Board held 5 meetings (and 6 actions by written consent) in FY2024; each director attended at least 75% of board and committee meetings on which they served .
- Indemnification: Company provides full DGCL-permitted indemnification and has individual indemnification agreements with directors .
- Governance policies: Corporate Governance Guidelines (includes stock ownership guidelines for directors), committee charters publicly available ; Insider Trading Policy prohibits shorting, options trading, pledging, and hedging of company stock ; Clawback policy in place per Nasdaq Rule 5608 for executive incentive comp .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Non-employee director cash framework (FY2024) |
| Nominating & Corporate Governance Committee – Chair fee | 10,000 | Chair-specific cash fee (FY2024) |
| Total cash fees earned | 85,000 | Reported for Britt in FY2024 |
| Meeting fees | — | Not paid; “Other than as set forth…did not pay any fees…” |
- FY2025 structure (effective beginning FY2025): Cash retainer increased to $80,000; NCG Committee member fee $11,000 and Chair fee $22,000; Audit member $15,000/Audit Chair $30,000; Compensation member $12,500/Comp Chair $25,000 .
Performance Compensation
| Equity Award (FY2024) | Grant Date Fair Value ($) | RSUs (#) | Price Basis | Vesting |
|---|---|---|---|---|
| Annual RSU grant | 100,000 | 5,194 | Closing price $19.25 on May 23, 2024 | Vests on first anniversary of grant date (≈ May 23, 2025), subject to continued board service |
- Mid-2024 equity framework increase: Base RSU grant raised to $140,000 (Chair additional $60,000) effective July 2024; grant sizing uses closing price the day after the annual meeting and rounds down to whole shares .
- Options: None for Britt as of 12/29/2024 (director options only outstanding for Alvarez and Kussell pre-IPO) .
- Performance metrics: Director RSUs are time-based; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Director | External Company | Interlock Type | Timing |
|---|---|---|---|
| Irene Chang Britt | Dunkin’ Brands Group, Inc. | Historical overlap with FWRG Chair Ralph Alvarez as fellow director | Alvarez 2012–2020; Britt prior service (dates not specified) |
- No disclosed current interlocks with FWRG suppliers/customers; current external boards (IDEXX, Victoria’s Secret & Co.) are not direct restaurant suppliers/customers per proxy biography .
Expertise & Qualifications
- Consumer/CPG leadership and board governance: Matrix indicates meaningful involvement in corporate governance (○), consumer marketing/brand building (●), executive management (●), retail/hospitality operations (●), supply chain (○), finance & accounting (○), and human capital (○) .
- Restaurant sector familiarity: Matrix marks restaurant industry exposure as “meaningful involvement” (○) rather than “integral” (●) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 10,501 |
| Shares outstanding (Record Date: 3/24/2025) | 60,968,674 |
| Ownership (% of outstanding) | ~0.0172% (derived from above) |
| Unvested RSUs (as of 12/29/2024) | 5,194 |
| Options (exercisable/unexercisable) | None disclosed for Britt |
| Shares issuable within 60 days | 5,194 from RSU settlement (included in beneficial ownership) |
| Pledging/Hedging | Prohibited by Insider Trading Policy |
Insider Trades (Form 4)
| Event | Date | Type | Shares |
|---|---|---|---|
| Annual director RSU grant | May 22, 2025 | Stock Award (Grant) | 8,799 |
| Annual director RSU grant | May 23, 2024 | Stock Award (Grant) | 5,194 |
| Initial director grant post-appointment | Jul 20, 2023 | Stock Award (Grant) | Notional award disclosed; quantity accessible in EDGAR/issuer PDF |
Governance Assessment
- Strengths
- Independent director with substantial public board experience; chairs Nominating & Corporate Governance Committee, directly influencing board refresh, governance guidelines, and annual self-evaluations .
- Clear equity alignment via annual RSU grants; no options outstanding; insider policy prohibits hedging/pledging—reducing misalignment and risk-taking incentives .
- Attendance threshold met (≥75%); committee engaged (3 meetings + written consent) indicating active participation .
- Risks/Considerations
- Restaurant industry exposure marked as “meaningful” rather than “integral” in the board skills matrix; operational depth is strong in consumer/CPG but less centered on restaurant ops versus some peers on the board .
- Historical interlock with the Chair at Dunkin’ Brands may suggest overlapping networks; however, no current related-party transactions or conflicts disclosed tied to Britt .
- Compensation Mix Signals (FY2024)
- Cash vs equity: $85,000 cash vs $100,000 equity (≈46% cash / 54% equity), with mid-2024 and FY2025 structural increases to equity and cash components—supporting ownership alignment while maintaining independence .
RED FLAGS: None disclosed specific to Britt (no pledging/hedging; no related-party transactions; meets attendance threshold) . Broader board context includes Advent-affiliated directors deemed independent; not directly a conflict for Britt but relevant to overall governance risk monitoring .