Cover
Cover | 12 Months Ended |
Dec. 30, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Chefs’ Warehouse, Inc. |
Entity Central Index Key | 0001517175 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 24, 2021 | Dec. 25, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Year (1) Summary Compensation Table Total for PEO ($) Compensation Actually Paid to PEO (2)(3) ($) Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs (2)(3) ($) Value of Initial Fixed $100 Investment Based on: Net Income (GAAP) (5) ($) Company Selected Metric: Adj. EBITDA (5)(6) ($) Total Shareholder Return ($) Peer Group TSR (4) ($) 2022 5,090,386 6,108,675 1,646,438 1,897,137 88 190 27,750 157,868 2021 6,437,105 8,396,761 2,122,341 2,484,175 86 207 (4,923) 61,297 2020 3,804,992 3,205,383 1,456,213 1,337,608 63 107 (82,903) (42,880) | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) The Principal Executive Officer ("PEO") in all three reporting years is Christopher Pappas. The named executive officers in the 2022 reporting year are John Pappas, James Leddy, Alexandros Aldous and Timothy McCauley. The named executive officers in the 2021 reporting year are John Pappas, James Leddy, Alexandros Aldous, Timothy McCauley and Patricia Lecouras. The named executive officers in the 2020 reporting year are John Pappas, James Leddy, Alexandros Aldous and Patricia Lecouras. | ||
Peer Group Issuers, Footnote [Text Block] | (4) Reflects the total shareholder return indexed to $100 per share for the S&P Smallcap Food Distributor Index, which is the industry line peer group reported in our Annual Report on Form 10-K for fiscal 2022. | ||
PEO Total Compensation Amount | $ 5,090,386 | $ 6,437,105 | $ 3,804,992 |
PEO Actually Paid Compensation Amount | $ 6,108,675 | 8,396,761 | 3,205,383 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The following table details the applicable adjustments that were made to determine CAP, including the adjustment to account for equity awarded in 2020 in lieu of the 2019 non-equity incentive plan compensation and 50% of 2020 salary that are not reflected in the Summary Compensation Table ("SCT") "Stock Awards" column. CAP adjustment categories with no values are excluded from the table. 2022 2021 2020 Average Average Average Non-PEO Non-PEO Non-PEO PEO ($) NEOs ($) PEO ($) NEOs ($) PEO ($) NEOs ($) Summary Compensation Table Total 5,090,386 1,646,438 6,437,105 2,122,341 3,804,992 1,456,213 Less Stock Award Value Reported in SCT for the Covered Year (7) 2,951,924 816,179 4,526,343 1,470,811 3,087,498 1,156,726 Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year 3,900,272 1,042,827 5,095,110 1,401,605 3,876,750 1,597,638 Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years 107,468 36,955 393,872 108,358 (357,618) (133,507) Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year — — — — 499,093 182,614 Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year (37,527) (12,904) 997,017 386,323 (129,903) (96,194) Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year — — — 63,641 1,400,433 512,430 Compensation Actually Paid 6,108,675 1,897,137 8,396,761 2,484,175 3,205,383 1,337,608 (3) The fair value of performance shares reported for CAP purposes reflects calculated performance at the end of the performance year for internal metrics (i.e., Adjusted EBITDA and ROIC) and Monte Carlo simulation valuation model for the market metric (i.e., share price), in accordance with ASC Topic 718. Performance shares subject to the market metric will ultimately vest, if at all, based on measured performance through the end of the three-year performance period. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,646,438 | 2,122,341 | 1,456,213 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,897,137 | 2,484,175 | 1,337,608 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) The following table details the applicable adjustments that were made to determine CAP, including the adjustment to account for equity awarded in 2020 in lieu of the 2019 non-equity incentive plan compensation and 50% of 2020 salary that are not reflected in the Summary Compensation Table ("SCT") "Stock Awards" column. CAP adjustment categories with no values are excluded from the table. 2022 2021 2020 Average Average Average Non-PEO Non-PEO Non-PEO PEO ($) NEOs ($) PEO ($) NEOs ($) PEO ($) NEOs ($) Summary Compensation Table Total 5,090,386 1,646,438 6,437,105 2,122,341 3,804,992 1,456,213 Less Stock Award Value Reported in SCT for the Covered Year (7) 2,951,924 816,179 4,526,343 1,470,811 3,087,498 1,156,726 Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year 3,900,272 1,042,827 5,095,110 1,401,605 3,876,750 1,597,638 Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years 107,468 36,955 393,872 108,358 (357,618) (133,507) Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year — — — — 499,093 182,614 Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year (37,527) (12,904) 997,017 386,323 (129,903) (96,194) Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year — — — 63,641 1,400,433 512,430 Compensation Actually Paid 6,108,675 1,897,137 8,396,761 2,484,175 3,205,383 1,337,608 (3) The fair value of performance shares reported for CAP purposes reflects calculated performance at the end of the performance year for internal metrics (i.e., Adjusted EBITDA and ROIC) and Monte Carlo simulation valuation model for the market metric (i.e., share price), in accordance with ASC Topic 718. Performance shares subject to the market metric will ultimately vest, if at all, based on measured performance through the end of the three-year performance period. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | The graph below reflects the relationship between the PEO and average non-PEO named executive officers' CAP, the Company’s cumulative indexed total shareholder return and total shareholder return comparator peer group: | ||
Compensation Actually Paid vs. Net Income [Text Block] | The graph below reflects the relationship between the PEO and average non-PEO named executive officers' CAP and the Company’s GAAP net income for the applicable reporting year. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | The graph below reflects the relationship between the PEO and average non-PEO named executive officers' CAP and the Company’s company selected measure, Adjusted EBITDA, for the applicable reporting year. | ||
Total Shareholder Return Vs Peer Group [Text Block] | The graph below reflects the relationship between the PEO and average non-PEO named executive officers' CAP, the Company’s cumulative indexed total shareholder return and total shareholder return comparator peer group: | ||
Tabular List [Table Text Block] | Adjusted EBITDA • Share Price | ||
Total Shareholder Return Amount | $ 88 | 86 | 63 |
Peer Group Total Shareholder Return Amount | 190 | 207 | 107 |
Net Income (Loss) | $ 27,750,000 | $ (4,923,000) | $ (82,903,000) |
Company Selected Measure Amount | 157,868,000 | 61,297,000 | (42,880,000) |
PEO Name | Christopher Pappas | ||
Additional 402(v) Disclosure [Text Block] | (5) Values shown are in thousands.Both adjusted EBITDA and share price are used for purposes of determining payouts for the 2022 PRSA Grants under our 2022 LTI. Our Company Selected Measure, Adjusted EBITDA, is also used as the sole metric in the 2022 Plan. Please refer to the Compensation Discussion and Analysis for a further description of these metrics and how they are used in the Company’s executive compensation programs. | ||
Adjustment To Compensation Amount, Percentage Of Salary Not Reflected In Summary Compensation Calculation | 50% | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (6) We present Adjusted EBITDA in our quarterly earnings releases, which is a non-GAAP financial measurement. We use Adjusted EBITDA as a performance measure, which permits a comparative assessment of our operating performance relative to our performance based upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. For further information regarding the calculation of adjusted EBITDA for fiscal 2022, 2021 and 2020, refer to our Annual Report on Form 10-K and the Compensation Discussion and Analysis in the Definitive Proxy Statement for each fiscal year. (7) Includes the value of stock awards granted in lieu of salary in 2020. These awards were reflected in the "Salary" column of the SCT with respect to 2020 but included in the Grants of Plan-Based Awards Table for such year as equity awards and were considered to be outstanding equity awards until vesting in 2021. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Share Price | ||
PEO [Member] | Stock Awards Adjustments, Reported In Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (2,951,924) | $ (4,526,343) | $ (3,087,498) |
PEO [Member] | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,900,272 | 5,095,110 | 3,876,750 |
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 107,468 | 393,872 | (357,618) |
PEO [Member] | Equity Awards Granted During the Year, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 499,093 |
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (37,527) | 997,017 | (129,903) |
PEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | (1,400,433) |
Non-PEO NEO [Member] | Stock Awards Adjustments, Reported In Summary Compensation Table [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (816,179) | (1,470,811) | (1,156,726) |
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,042,827 | 1,401,605 | 1,597,638 |
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 36,955 | 108,358 | (133,507) |
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 182,614 |
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (12,904) | 386,323 | (96,194) |
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ (63,641) | $ (512,430) |