Jostein Solheim
About Jostein Solheim
Independent Class I director at First Watch Restaurant Group (FWRG); age 59, director since December 2023. Currently CEO, Health & Wellbeing at Unilever PLC (since June 2021), and previously President, Food & Refreshments, North America at Unilever (2018–2021) and EVP/CEO of Ben & Jerry’s (2010–2018), with 32 years at Unilever in marketing, brand development and strategy. The Board affirms his independence under Nasdaq rules and nominates him for re‑election to a three‑year term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever PLC | CEO, Health & Wellbeing | Jun 2021–present | Executive leadership in portfolio building across wellness categories |
| Unilever (Food & Refreshments, North America) | President | Jul 2018–Jun 2021 | P&L leadership; consumer brand strategy |
| Ben & Jerry’s (Unilever subsidiary) | EVP and CEO | Apr 2010–Jul 2018 | Led mission-driven brand; social and environmental responsibility emphasis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unilever PLC | CEO, Health & Wellbeing | Jun 2021–present | Executive role; no other public company directorships disclosed for Solheim |
Board Governance
- Committee assignments: Audit Committee member; qualifies as an “Audit Committee financial expert” under Item 407(d)(5). Audit Committee met 4 times in FY2024 and acted by written consent once; Chair is Charles Jemley .
- Independence and class: Independent director under Nasdaq rules; Class I director; nominated for re‑election to 2028 .
- Attendance: Board held 5 meetings in FY2024 (plus 6 written consents); each director attended at least 75% of Board and applicable committee meetings .
- Board/committee independence: All committees comprised entirely of independent directors; Audit members meet heightened independence under Nasdaq and Rule 10A‑3 .
- Chair/lead independent: Board Chair is Ralph Alvarez (not Solheim) .
Fixed Compensation
| Component (FY2024 actual) | Amount (USD) |
|---|---|
| Cash fees (retainer + committee membership) | $80,000 |
| Equity: RSUs grant-date fair value | $100,000 |
| Total | $180,000 |
| Non‑Employee Director Compensation Framework | FY2024 | FY2025 (effective start of fiscal year) |
|---|---|---|
| Base cash retainer | $75,000 | $80,000 |
| Audit Committee member / Chair | $10,000 / $20,000 | $15,000 / $30,000 |
| Compensation Committee member / Chair | $7,500 / $15,000 | $12,500 / $25,000 |
| Nominating & Governance member / Chair | $6,000 / $10,000 | $11,000 / $22,000 |
| Annual RSU grant (non‑Advent directors) | $100,000; Chair +$50,000 | Base increased to $140,000; Chair +$60,000 (effective Jul 2024) |
Equity grants vest on the first anniversary of the grant date, subject to continued Board service; number of RSUs calculated using the closing price the day following the annual meeting (May 23, 2024 price $19.25), rounded down to whole shares .
Performance Compensation
| Equity Award Detail (FY2024) | Grant basis | Number/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual) | Grant-date fair value and closing price $19.25 on May 23, 2024 | $100,000; 5,194 RSUs (calc $100,000 / $19.25) | 1-year cliff (first anniversary), continued service required | None disclosed; time-based RSUs only |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Solheim; Board confirms independence despite Advent affiliations for other directors |
Expertise & Qualifications
- Retail/hospitality operations (● integral) and consumer marketing/brand building (● integral), franchising (● integral), C‑suite/executive management (● integral), social & environmental responsibility (● integral) .
- Meaningful involvement: information technology/cybersecurity (○), supply chain (○), real estate development (○), M&A/business development (○), corporate governance (○), finance & accounting (○), human capital (○) .
Equity Ownership
| Item | Quantity/Value |
|---|---|
| Beneficial ownership (as of record date) | 10,457 shares; <1% of outstanding (base 60,968,674 shares) |
| Unvested RSUs held (as of Dec 29, 2024) | 5,194 RSUs |
| Stock options | None |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, pledging, margin, short sales; no options trading) |
Compensation Mix (FY2024)
| Mix | Cash | Equity |
|---|---|---|
| Dollar amount | $80,000 | $100,000 |
| Percent of total | 44% (derived) | 56% (derived) |
Governance Assessment
- Board effectiveness: Solheim strengthens Audit oversight as a designated financial expert; Audit met 4 times with one written consent in FY2024, aligning with strong financial controls and risk oversight . Attendance thresholds met across the Board .
- Independence and conflicts: Board affirms his independence; Related Person Transaction Policy requires Audit Committee review/approval of any related-party transactions; none >$120,000 since the prior fiscal year—reduces conflict risk .
- Alignment: Annual RSU grants with 1‑year vesting and prohibition on hedging/pledging support shareholder alignment and discourage short‑termism; no director options currently held by Solheim .
- Pay structure: Balanced cash/equity with increased framework levels in FY2025 for committee service reflects workload and expertise; no performance metrics tied to director equity (RSUs are time-based) .
- Compensation committee practices: Compensation Committee fully independent and empowered to retain independent advisers; no interlocks with other companies by FWRG executive officers reported in FY2024, limiting cross‑company influence risk .
- Say‑on‑pay context: As an emerging growth company, FWRG does not conduct say‑on‑pay votes, moderating external feedback mechanisms on executive compensation; director pay is disclosed and standardized .
Red Flags: None disclosed specific to Solheim. No related‑party transactions, hedging/pledging, or attendance shortfalls indicated; note his concurrent Unilever executive role could create informational interlocks if Unilever were a material supplier/customer, but no such relationships are disclosed in FWRG filings .