CHEFS WAREHOUSE INC (CHEF)
Sector: Consumer Staples
2026 Annual Meeting Analysis
CHEFS WAREHOUSE INC · Meeting: May 8, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and founder with tenure since IPO; CHEF's 3-year price return of +76.1% outperforms the company-disclosed peer median of -29.3% by +105.4pp, well above the 50pp trigger threshold for strong positive TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns for an executive director.
Co-founder and COO serving as a non-independent director since IPO; same strong TSR outperformance applies (+105.4pp vs. peers, threshold 50pp not met); the proxy discloses a familial relationship (brothers with CEO Christopher Pappas) but John Pappas is already classified as non-independent and does not sit on any independent committee, so no independence flag is triggered.
Independent director since January 2021 with relevant logistics and operations experience from a 32-year UPS career; TSR trigger does not fire given CHEF's strong outperformance of peers; no overboarding, attendance, or qualification concerns.
Independent Lead Director since 2016 with deep food-industry and governance experience as former CEO of RJR Nabisco and non-executive chairman of ConAgra; TSR trigger does not fire; no overboarding, attendance, or qualification concerns.
Independent director since January 2021 with extensive restaurant and retail CEO experience; currently serves on boards of Marriott International and VOYA Financial (two outside public boards as a non-executive director, below the four-board overboarding threshold); TSR trigger does not fire; no disqualifying concerns.
Independent director since March 4, 2024 — less than 24 months of tenure as of the meeting date of May 8, 2026 — making him exempt from the TSR performance trigger under the new-director exemption; qualified audit committee financial expert with strong financial operations background.
Independent director since March 4, 2024 — less than 24 months of tenure as of the meeting date of May 8, 2026 — making him exempt from the TSR trigger; former CFO of UPS qualifies him as an audit committee financial expert; no overboarding concerns based on current public board seats disclosed.
Independent director since February 12, 2024 — less than 24 months of tenure as of the meeting date of May 8, 2026 — making her exempt from the TSR trigger; brings senior revenue, data, and financial markets expertise relevant to a growth-oriented company.
Independent director since March 4, 2024 — less than 24 months of tenure as of the meeting date of May 8, 2026 — making her exempt from the TSR trigger; brings direct food-and-beverage marketing and restaurant industry expertise highly relevant to CHEF's business.
All nine nominees receive a FOR vote. CHEF's 3-year stock return of +76.1% outperforms its company-disclosed peer group median of -29.3% by +105.4 percentage points, far exceeding the 50pp threshold required to trigger a negative vote for directors with longer tenure. The four directors who joined in 2024 are within the 24-month new-director exemption window and are not subject to the TSR trigger at all. No overboarding, attendance, independence, or qualification issues were identified for any nominee.
Say on Pay
✓ FORCEO
Christopher Pappas
Total Comp
$21,961,898
Prior Support
93%%
CEO Christopher Pappas received total compensation of approximately $22.0 million in fiscal 2025, which is elevated for a consumer-defensive company in the $2.5B market-cap band; however, a large portion of this reflects a one-time grant of transaction-contingent performance stock units (worth approximately $9.5 million at reported value) that only pay out if a change-in-control transaction occurs at a meaningful premium to the pre-grant stock price, meaning this award carries real performance risk and is not equivalent to ordinary fixed pay. The regular pay program — base salary of $1.18 million, a cash bonus tied to adjusted EBITDA that paid out at 300% of target because the company hit its highest performance tier, and long-term equity awards with three-year AEBITDA, ROIC, and stock-price hurdles — is strongly aligned with performance given that CHEF's stock has returned +76.1% over three years, vastly outperforming its peers. Shareholders themselves confirmed support at 93% at the 2025 annual meeting, and no policy triggers (excessive fixed pay ratio, absence of meaningful performance conditions, or prior-year low-vote non-response) are present.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$2,148,645
Non-Audit Fees
$18,707
Non-audit fees (tax compliance services of $18,707) represent less than 1% of audit fees of $2,148,645, far below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. BDO is a large national firm appropriate for a $2.5B market-cap company. No material restatements were identified.
Overall Assessment
The 2026 Chefs' Warehouse annual meeting presents a clean ballot: all nine director nominees receive a FOR vote supported by the company's exceptional stock performance relative to peers, the auditor passes easily with minimal non-audit fees, and the say-on-pay program — while featuring elevated CEO pay — is anchored in genuine performance conditions and backed by 93% shareholder approval in 2025. No stockholder proposals appear on this ballot.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing