DEF: Chefs Warehouse Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 25 March 2026 4:55 PM

The Chefs Warehouse, Inc. announces its 2026 Annual Meeting of Stockholders to address director elections, auditor ratification, and executive compensation, alongside reporting strong fiscal 2025 revenue growth.

Better than expectedFiscal 2025 total revenue increased approximately 9.4% to $4.15 billion, indicating strong top-line growth.Fiscal 2025 Adjusted EBITDA was $258 million, exclusive of acquisitions, which is a robust operational performance.The CEO and COO achieved 300% of their target annual cash incentive awards, suggesting significant over-performance against internal targets.

Summary

The Annual Meeting of Stockholders will be held virtually on Friday, May 8, 2026, at 10:00 a.m. EDT.
Stockholders will vote on the election of nine directors, the ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year ending December 25, 2026, and an advisory vote on named executive officer compensation.
Total revenue for fiscal 2025 increased approximately 9.4% to $4.15 billion from $3.8 billion in fiscal 2024.
Adjusted EBITDA for fiscal 2025 was $258 million, exclusive of acquisitions.
The company continued to invest in growth across domestic U.S. and international markets, including facility expansions and consolidations in Portland, Southern New Jersey/Pennsylvania, and the UAE.
Investments were also made in technology for operational efficiencies, customer-facing digital development, supply chain enhancements, and talent development programs.
CEO Christopher Pappas and COO John Pappas received 300% of their target annual cash incentive awards for fiscal 2025, while other named executive officers received 100%.
New five-year retention bonus arrangements were approved for CEO Christopher Pappas (up to $20 million) and COO John Pappas (up to $9 million) for fiscal years 2026-2030, contingent on continued employment and year-over-year EBITDA growth of at least $5.8 million.
A one-time grant of transaction-contingent Performance Stock Units (PSUs) was approved for executive officers in February 2025, vesting over four years based on a Qualifying Change in Control and specific Deal Premium Thresholds.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong performance report, highlighting significant revenue and EBITDA growth, effective executive incentive alignment, and robust corporate governance. The strategic investments and commitment to sustainability further bolster a positive outlook.

Positives

Fiscal 2025 total revenue increased approximately 9.4% to $4.15 billion, demonstrating strong top-line growth.
Fiscal 2025 Adjusted EBITDA was $258 million, exclusive of acquisitions, indicating robust operational performance.
CEO Christopher Pappas and COO John Pappas achieved 300% of their target annual cash incentive awards for fiscal 2025, reflecting significant over-performance against internal targets.
The company is actively investing in strategic growth areas, including facility capacity expansion in key markets (Colorado, Pacific Northwest, Las Vegas, New England, Texas, Middle East) and category growth (Specialty, Produce, Center-of-the-Plate, Pastry).
Commitment to strong corporate governance is evident with 78% board independence, 100% committee independence, stock ownership guidelines for executives, an anti-hedging policy, and a clawback policy.
The company is committed to ethical, socially responsible, and environmentally conscious business practices, overseen by an ESG Committee, including initiatives for improved fuel efficiency in its vehicle fleet and testing of zero-emission vehicles.
Successful stockholder outreach in fiscal 2025 led to improvements in corporate governance practices and executive compensation programs, indicating responsiveness to investor feedback.

Risks

The Board has overall responsibility for risk oversight, focusing on business strategy, financial, legal/compliance, and operational risks.
The Compensation Committee assesses risks related to compensation programs and practices, determining that they are not reasonably likely to have a material adverse effect.
Executive compensation risks are mitigated through a combination of short-term and long-term incentives, equity awards designed to discourage short-term risk-taking, significant ownership interest by the CEO and COO, clawback policies, and advice from an independent compensation consultant.
Broker non-votes may occur on non-discretionary items (director elections and executive compensation advisory vote) if beneficial owners do not provide voting instructions, which would not affect the outcome but would be included in quorum determination.

Future Outlook

The company plans to continue expanding its customer base in key culinary markets across the U.S. and the United Arab Emirates, increase penetration with existing customers, and expand facility capacity in strategic regions like Colorado, the Pacific Northwest, Las Vegas, New England, Texas, and the Middle East. It will also continue to invest in category growth, including Specialty, Produce, Center-of-the-Plate, and Pastry, and implement operational initiatives focused on unit cost reduction. The company expects to continue receiving planned replacement units for its vehicle fleet with improved fuel efficiency through 2026 and is testing zero-emission vehicles in its west coast facilities.

Management Comments

Our performance in 2025 demonstrates our continued progress in establishing ourselves as the premier purveyor of specialty ingredients and specialty center-of-the-plate to over 50,000 high end independently owned restaurants, hotels, country clubs and gourmet food stores in key culinary markets across North America and the Middle East.
We made substantial progress on facility expansions and consolidations in Portland, Oregon, our Southern New Jersey/Pennsylvania region and the UAE.
We continued to invest in technology in our operations to drive efficiencies, customer facing digital development and enhancements to our supply chain.
We continue to invest in our people via enhanced talent development programs, improved benefits and growth in both the existing markets we serve and via entering new markets to provide career opportunities and growth.
Our Board credits the leadership of Christopher Pappas, our Chief Executive Officer, and our other named executive officers for contributing to our 2025 achievements, along with: working cohesively to effectively manage the Company; fostering our entrepreneurial and innovative workplace culture while maintaining our commitment to act with integrity and respect; providing their strategic vision; and evaluating and maintaining a liquidity position in compliance with the Company's debt obligations.
We set ambitious performance targets for 2025 as we continue to push ourselves to perform at and achieve even greater results for our Company.

Industry Context

StockSavvy.ai notes that The Chefs Warehouse's focus on high-end specialty food distribution in fragmented markets, coupled with strategic investments in capacity and technology, positions it to capitalize on premiumization trends in the foodservice industry. The expansion into the UAE suggests a broader international growth strategy, differentiating it from purely domestic competitors. The emphasis on ESG initiatives, including fleet efficiency and zero-emission vehicle testing, aligns with growing industry and consumer demand for sustainable practices, potentially enhancing brand reputation and operational resilience.

Comparison to Industry Standards

The company's 9.4% revenue growth to $4.15 billion in fiscal 2025 indicates strong performance within the specialty foodservice distribution sector. For comparison, major players like Sysco Corporation (SYY) and US Foods Holding Corp. (USFD) operate on a much larger scale (Sysco reported over $76 billion in sales for fiscal 2023, US Foods over $35 billion), but The Chefs Warehouse's growth rate should be benchmarked against smaller, specialty-focused distributors or the specialty segments of larger players, where higher growth percentages might be achievable due to market niche and agility.
The Adjusted EBITDA of $258 million (excluding acquisitions) for fiscal 2025 suggests healthy operational profitability. This metric is crucial for evaluating efficiency in the distribution industry, where margins can be tight. Comparing this to the EBITDA margins of its primary peer group (e.g., packaged foods, non-food specialty retailers, other wholesalers) and secondary peer group (large foodservice distributors like Sysco, US Foods, Performance Food Group Company, United Natural Foods, Inc.) would provide a more complete picture of its relative performance.
The CEO pay ratio of 383.6 to 1 is significantly higher than the median for S&P 500 companies (often around 200-300:1), but within the range seen in some industries, particularly those with founder-CEOs and strong performance. This ratio should be evaluated against similar-sized specialty distributors and companies with comparable executive compensation structures.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Policy Adoption	Annual Elections with Majority Vote Standard for directors.	NA	Enhances shareholder influence in director elections, requiring nominees to receive more 'for' votes than 'against' votes.
Policy Adoption	Stock Ownership Guidelines for Executives.	NA	Aligns executive interests with shareholders by requiring significant personal financial stake in the company.
Leadership Structure	Designation of an independent Lead Director (Steven F. Goldstone) to coordinate independent directors and serve as a liaison with the CEO/Chairman.	NA	Provides a system of checks and balances, ensuring strong independent oversight of management despite the combined CEO/Chairman role.
Policy Adoption	Anti-Hedging Policy for company securities by all employees and directors.	NA	Prevents speculative trading that could decouple personal financial interests from long-term company performance.
Board Composition	Board Independence at 78% and Committee Independence at 100%.	March 25, 2026	Ensures a strong independent voice in board decisions and committee oversight, enhancing accountability and objectivity.
Policy Adoption	Code of Conduct and Ethics applicable to all employees, including principal executive and financial officers.	NA	Establishes clear ethical standards and promotes integrity across the organization.
Policy Adoption	Board Member Recruiting Guidelines.	NA	Ensures a structured approach to identifying and nominating qualified and diverse candidates for the Board.
Board Composition	Two financial experts on the Audit Committee (Lester Owens and Richard N. Peretz).	NA	Strengthens financial oversight and expertise within the Audit Committee, crucial for financial reporting integrity.
Policy Adoption	Executive Sessions of the Board without management present.	NA	Allows independent directors to discuss matters freely and provide candid feedback without management influence.
Board Composition	Board Diversity of 33% female and 33% underrepresented groups.	March 25, 2026	Brings a variety of perspectives and experiences to board discussions, potentially leading to more robust decision-making.
Policy Adoption	Anonymous Reporting procedures for employee complaints on accounting, internal controls, or auditing matters.	NA	Provides a safe channel for employees to report concerns, enhancing internal control and compliance.
Policy Adoption	Board Committees Complete Annual Self-Evaluations.	NA	Promotes continuous improvement and effectiveness of board and committee functions.
Policy Adoption	Clawback Policy for incentive-based compensation in the event of an accounting restatement.	August 2023	Recovers compensation paid based on erroneous financial results, enhancing accountability and deterring misconduct.
Policy Adoption	Over-Boarding Policy for directors.	NA	Ensures directors have sufficient time and attention to dedicate to their responsibilities at the company.
Committee Establishment	Environmental, Social and Governance (ESG) Committee oversees sustainability and ESG matters.	NA	Demonstrates commitment to social and environmental responsibility, enhancing long-term sustainability and stakeholder trust.
Policy Adoption	Related Party Transaction Policy requiring Audit Committee approval for transactions over $120,000.	NA	Ensures related party transactions are conducted on terms no less favorable to the company than with unaffiliated third parties, mitigating conflicts of interest.
Contract Amendment	Amended and Restated CEO and COO Employment Agreements with five-year terms and new retention bonus arrangements.	March 23, 2026	Reinforces leadership continuity and aligns executive incentives with sustained operating performance and long-term succession planning.

Related Party Transactions

The company leases one distribution facility from an entity owned 100% by Mr. C. Pappas (CEO) and Mr. J. Pappas (COO), with $698,832 paid in fiscal 2025.
Constantine Papataros (Mr. J. Pappas' brother-in-law), Aristotle Pappas (Mr. J. Pappas' son), and Branden Komm (Mr. C. Pappas' son-in-law) are employed by the company, with compensation consistent with other employees at their level in fiscal 2025.
The company paid approximately $139,742 to Architexture Studios, Inc., owned by Julie Hardridge (Mr. C. Pappas' sister-in-law), for design consultancy services in fiscal 2025.
The company sold $266,571 worth of products to Hudson National Golf Club in fiscal 2025, where Mr. C. Pappas serves on the board.
The company sold $788,275 worth of products to Playground Global in fiscal 2025, where Mr. Richard Peretz (director) is a Venture Partner.

Stakeholder Impact

Shareholders: Direct impact through voting on director elections, auditor ratification, and executive compensation. Positive impact from strong financial performance (revenue, AEBITDA growth) and alignment of executive incentives with shareholder value creation. Potential long-term benefits from strategic investments and robust corporate governance.
Employees: Benefits from enhanced talent development programs, improved benefits, and career opportunities. Executive compensation structure aims to attract and retain key talent.
Customers: Continued expansion of customer base and increased penetration with existing customers, along with investments in technology and supply chain, aim to improve service and product offerings.
Suppliers: The Code of Conduct for Suppliers reflects the company's commitment to extending ethical business practices throughout its supply chain.
Creditors: Management's focus on maintaining a liquidity position in compliance with debt obligations.

Next Steps

Stockholders are urged to vote on director elections, auditor ratification, and executive compensation at the Annual Meeting on May 8, 2026.
The company will continue facility expansions and consolidations in Colorado, the Pacific Northwest, Las Vegas, New England, Texas, and the Middle East.
Continued investment in category growth (Specialty, Produce, Center-of-the-Plate, Pastry) is planned.
Operational initiatives focused on unit cost reduction will be pursued.
The company will continue to receive planned replacement units for its vehicle fleet with improved fuel efficiency through 2026.
Testing of zero-emission vehicles in west coast facilities will continue.
CEO Christopher Pappas is tasked with developing at least two internal succession candidates for the CEO role by fiscal year 2030.
The next frequency of say-on-pay advisory vote will occur at the 2030 annual meeting of stockholders.

Key Dates

Date	Description
2006	BDO USA, P.C. began serving as the company's independent registered public accounting firm.
2008	Richard N. Peretz served as a Board Member on the Atlanta Chapter of the American Red Cross.
2008-2015	Richard N. Peretz served on the board of directors of First International Bancorp.
August 2, 2011	Original CEO Employment Agreement with Christopher Pappas.
October 2011	Wendy M. Weinstein became a consultant at Gerson Lehrman Group, Inc.
February 11, 2011	Alexandros Aldous's offer letter date.
January 12, 2012	Original COO Employment Agreement with John Pappas.
2013	Alexandros Aldous's target under the annual, performance-based cash incentive program increased to 50% of his annual base salary.
2013-February 2020	Richard N. Peretz served as an Investment Committee Member for the UPS Strategic Venture.
August 2014	Alexandros Aldous entered into a severance agreement with the company.
2015-2016	Lester Owens chaired the Clearing House Interbank Payments Board.
July 2015-February 2020	Richard N. Peretz served as the Chief Financial Officer of United Parcel Service, Inc. (UPS).
March 7, 2016	Steven F. Goldstone became a director on the Board.
2016	Alexandros Aldous's target under the annual, performance-based cash incentive program increased to 75% of his annual base salary.
2016	Lester Owens served on the board of directors of the Depository Trust & Clearing Corporation (DTCC).
October 17, 2017	Offer letter with James Leddy effective date.
October 20, 2018	Christopher Pappas joined the board of Hudson National Golf Club.
February 2019-July 2020	Lester Owens was Global Head of Operations at Bank of New York Mellon.
October 2019	Plates Restaurant was sold.
February 2020	Richard N. Peretz became an independent consultant.
December 26, 2020	Start of the period for related party transactions disclosure.
January 1, 2021	Ivy Brown and Aylwin Lewis became directors on the Board.
March 2021	Richard N. Peretz joined the boards of directors of Iris Acquisition Corp. and Tribe Capital Growth Corp. II.
May 2021	Richard N. Peretz became a Venture Partner at Playground Global, LLC.
June 2021	Richard N. Peretz joined the board of directors of Electric Last Mile Solutions, Inc.
October 2021	Richard N. Peretz joined the board of directors of Semper Paratus Acquisition Corporation.
December 2021-April 2025	Richard N. Peretz served on the board of directors of Altus Power, Inc.
February 24, 2022	John Pappas became Vice Chairman and Chief Operating Officer.
May 2022	Richard N. Peretz's service on the board of Tribe Capital Growth Corp. II ended.
June 2022	Richard N. Peretz's service on the board of Electric Last Mile Solutions, Inc. and Semper Paratus Acquisition Corporation ended.
December 20, 2022	Christina Polychroni's offer letter date.
July 2020-March 2023	Lester Owens served as Senior Executive Vice President and Head of Operations at Wells Fargo & Company.
August 2023	The Board adopted a Clawback Policy.
September 2023	Richard N. Peretz joined the board of directors of Boxbot, Inc.
2024	Christina Polychroni's target under the annual performance-based cash incentive program increased to 75% of her base salary.
January 2024	Wendy M. Weinstein joined the board of Newport Restaurant Group.
February 12, 2024	Debra Walton-Ruskin became a director on the Board.
February 13, 2024	The Vanguard Group, Inc. filed a Schedule 13G/A with the SEC.
March 4, 2024	Lester Owens, Richard N. Peretz, and Wendy M. Weinstein became directors on the Board.
February 6, 2025	BlackRock, Inc. filed a Schedule 13G/A with the SEC.
February 24, 2025	Vesting date for some restricted stock for named executive officers.
February 25, 2025	Compensation Committee approved a one-time grant of transaction-contingent PSUs to executive officers. Also, vesting date for some restricted stock for named executive officers.
February 28, 2025	Vesting date for some restricted stock for named executive officers.
March 4, 2025	Vesting date for some restricted stock for named executive officers.
May 9, 2025	Date of the 2025 annual meeting of stockholders, when restricted stock units were granted to non-employee directors.
May 2025	Stockholders overwhelmingly approved an advisory say-on-pay proposal at the 2025 annual meeting of stockholders.
December 26, 2025	Fiscal year end for 2025.
January 30, 2026	Compensation Committee approved an executive financial planning and tax counseling benefit for certain executive officers.
February 10, 2026	Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP filed a Schedule 13G/A with the SEC.
February 25, 2026	First one-third increment vesting date for time-based restricted stock awarded in fiscal 2025.
February 28, 2026	Vesting date for some time-based restricted stock awarded prior to fiscal 2025.
March 4, 2026	Vesting date for some time-based restricted stock awarded prior to fiscal 2025.
March 16, 2026	Record Date for the Annual Meeting of Stockholders.
March 23, 2026	Effective date of the Amended and Restated CEO and COO Employment Agreements.
March 25, 2026	Date the Notice of Annual Meeting of Stockholders and proxy materials were mailed to stockholders of record.
May 7, 2026	Deadline for telephone or internet voting in advance of the Annual Meeting (11:59 p.m. EDT).
May 8, 2026	Date of the Annual Meeting of Stockholders.
December 25, 2026	Fiscal year ending for which BDO USA, P.C. is selected as the independent registered public accounting firm.
November 27, 2026	Deadline for stockholder proposals to be received for inclusion in the 2027 annual meeting proxy materials.
January 8, 2027	Earliest date for stockholder proposals to be received for the 2027 annual meeting (not for inclusion in proxy materials).
February 7, 2027	Latest date for stockholder proposals to be received for the 2027 annual meeting (not for inclusion in proxy materials).
March 4, 2027	Vesting date for some time-based restricted stock awarded prior to fiscal 2025.
March 9, 2027	Deadline for stockholders to provide notice for director nominees under universal proxy rules for the 2027 Annual Meeting.
May 8, 2027	Webcast replay of the Annual Meeting will be available until this date or the date of the next annual meeting of stockholders in 2027, whichever is sooner.
February 25, 2028	Last one-third increment vesting date for time-based restricted stock awarded in fiscal 2025.
2030	The year of the next required vote on the frequency of say-on-pay advisory votes.

Recommendation

hold

The filing indicates strong fiscal 2025 performance with significant revenue and Adjusted EBITDA growth, and executive compensation is well-aligned with these achievements. Strategic investments and robust governance are positive. However, as a proxy statement, it primarily focuses on past performance and future governance, not new financial guidance or market-moving events beyond the already disclosed fiscal 2025 results. The new retention bonuses are long-term incentives. Therefore, a 'hold' recommendation is appropriate, reflecting solid operational health but no immediate catalysts for a 'buy' or 'sell' based solely on this governance-focused document.

Keywords

Chefs Warehouse, CHEF, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Financial Performance, Revenue Growth, Adjusted EBITDA, Director Election, Auditor Ratification, ESG Initiatives, Specialty Food Distribution, Retention Bonus

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