Ralph Alvarez
About Ralph Alvarez
Ralph Alvarez, 69, is the independent Chair of the Board at First Watch Restaurant Group (FWRG), serving as a director since December 2019 and Chair since appointment . He is an operating partner at Advent International since July 2017, and previously served as President and COO of McDonald’s (2006–2009) and Executive Chairman of Skylark Co., Ltd. (2013–2018) . The Board has affirmatively determined Alvarez is independent under Nasdaq rules despite his Advent affiliation . He is designated an “Audit Committee financial expert,” underscoring strong financial governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | President & Chief Operating Officer | Aug 2006–Dec 2009 | Senior operating leadership of global foodservice retailer |
| Skylark Co., Ltd. | Executive Chairman | Jan 2013–Mar 2018 | Governance and strategic oversight at leading Japanese restaurant operator |
| Wendy’s International, Inc. | Leadership positions | Prior to 1994 (dates not specified) | Operations/leadership roles |
| Burger King Corporation | Leadership positions | Prior to 1994 (dates not specified) | Operations/leadership roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Advent International | Operating Partner | Current (since Jul 2017) | Affiliation reviewed; Board concluded independence not impaired |
| Lowe’s Companies, Inc. | Director | Current | Public company directorship |
| Traeger, Inc. | Director | Current | Public company directorship |
| Eli Lilly & Company | Director | Current | Public company directorship |
| Dunkin’ Brands Group, Inc. | Director | Former (May 2012–Dec 2020) | Prior public company board |
| Realogy Holdings Corp. | Director | Former (Aug 2013–May 2018) | Prior public company board |
Board Governance
- Roles and independence: Alvarez is Chair of the Board; the Board is majority independent with Alvarez and all committee members designated independent under Nasdaq rules . Alvarez serves on Audit, Compensation, and Nominating & Corporate Governance Committees .
- Committee leadership: Audit Committee chaired by Charles Jemley; Compensation Committee chaired by Stephanie Lilak; Nominating & Corporate Governance Committee chaired by Irene Chang Britt; Alvarez is a member, not chair, and is an Audit Committee financial expert .
- Meetings/attendance: Board held 5 meetings in FY2024; Audit (4), Compensation (4), Nominating (3). All directors attended at least 75% of Board and applicable committee meetings .
- Board leadership: Independent Chair model with clear delineation from CEO; responsibilities include agendas, independent director coordination, CEO evaluation participation, and investor engagement availability .
- Risk oversight: Audit oversees financial reporting, ICFR, cybersecurity; Compensation oversees pay risk, succession, HCM; Nominating oversees governance and shareholder engagement .
- Conflicts/related-party: Advent owns ~31.5% of FWRG; Alvarez’s Advent role reviewed for independence; no related party transactions >$120,000 in last fiscal year .
- Policies enhancing governance: Insider Trading Policy prohibits pledging/hedging/shorting; Clawback Policy compliant with Nasdaq 5608; Corporate Governance Guidelines include stock ownership guidelines .
Fixed Compensation
| Component | FY2024 Amount | Detail/Driver |
|---|---|---|
| Base retainer (cash) | $75,000 | Standard non-employee director cash retainer for FY2024 |
| Audit Committee member fee | $10,000 | FY2024 member fee |
| Compensation Committee member fee | $7,500 | FY2024 member fee |
| Nominating & Corporate Governance Committee member fee | $6,000 | FY2024 member fee |
| Total cash fees earned (FY2024) | $98,500 | Sum of retainer and committee fees |
- FY2025 framework update: Cash retainers increased beginning FY2025 to $80,000 base; Audit member $15,000/Audit Chair $30,000; Compensation member $12,500/Comp Chair $25,000; Nominating member $11,000/Nom Chair $22,000 .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Chair equity) | May 23, 2024 | 7,792 | $150,000 | 1-year, time-based | Value equals $100k base + $50k Chair premium; units calculated using $19.25 closing price |
| Options (pre-IPO board grants) | Various prior to IPO | 197,300 (exercisable within 60 days as of 12/29/24) | N/A | Standard option terms | Legacy board compensation |
- Conditioning/metrics: Director RSUs are time-based; no performance metrics or TSR hurdles disclosed for director equity; vest on first anniversary of grant .
- FY2024 equity framework: Non-Advent directors received $100,000 RSUs; Chair received an additional $50,000; effective July 2024, equity framework increased to $140,000 base and $60,000 Chair premium for eligible directors .
Other Directorships & Interlocks
| Entity | Relationship to FWRG | Interlock/Conflict Consideration |
|---|---|---|
| Advent International (31.5% holder) | Alvarez is operating partner | Board reviewed Advent affiliations (including Alvarez) and affirmed independence; no related party transactions >$120k reported |
| Lowe’s, Traeger, Eli Lilly | Unrelated public companies | No direct supplier/customer interlocks disclosed with FWRG |
Expertise & Qualifications
- Alvarez brings deep restaurant industry, franchising, supply chain, real estate development, corporate governance, finance/accounting, and C-suite leadership expertise; designated Audit Committee financial expert .
- Experience and expertise matrix lists Alvarez with integral career elements in Restaurant Industry, Retail/Hospitality Operations, Supply Chain, Real Estate Development, Franchising, M&A/Business Development, Corporate Governance, Finance & Accounting, and C-Suite/Executive Management .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components/Notes |
|---|---|---|---|
| Ralph Alvarez | 607,565 | 1.0% | Includes 197,300 options exercisable within 60 days and 7,792 RSUs issuable within 60 days |
| Advent International (funds) | 19,189,784 | 31.5% | See detailed fund breakdown; Advent manages related GP entities |
- Pledging/hedging: Company policy prohibits pledging and hedging of company stock by directors; short sales and derivatives usage are restricted absent compliant 10b5-1 plans .
- Stock ownership guidelines: Corporate Governance Guidelines include stock ownership guidelines; specific director multiples not disclosed .
Governance Assessment
- Strengths: Independent Chair structure with Alvarez as liaison to management and investors; Alvarez serves on three key committees and is an Audit Committee financial expert; Board and committees met regularly with adequate attendance; robust insider trading and clawback policies; no related-party transactions reported despite significant Advent ownership .
- Potential concerns/RED FLAGS: Advent’s 31.5% stake and Alvarez’s Advent operating partner role create perceived conflict and influence risks; Board explicitly reviewed and affirmed independence, and committees are entirely independent, but investors should monitor for transactional ties or consultant relationships; multiple external public boards may present bandwidth risk, though attendance thresholds were met .
- Compensation alignment: Director pay mix tilts toward equity via annual RSUs, including Chair premium, supporting ownership alignment; RSUs are time-based (not performance-conditioned), reducing performance sensitivity but aligning tenure with ownership; options from pre-IPO period remain outstanding .
Compensation Committee interlocks: None disclosed for FY2024; committee may retain independent consultants with independence assessments required .
Say-on-Pay: As an EGC, FWRG is not required to hold say-on-pay votes at this time, limiting direct shareholder feedback channels on compensation policies .