DEF 14A of Performance Food Group Co, Oct 10, 2024

DEF 14A of Performance Food Group Co

Filed Oct 10, 2024 · FY20240000950170-24-114087

Open on EDGAR

  1. Voting Roadmap

    | Name | | principal Occupation | A | HC | NCG | T | Independent | | | George L. Holm Age: 69 Director Since: 2002 | Chairman and Chief Executive Officer of Performance Food Group Company | | | | | | | | Manuel A. Fernandez Age: 78 Director Since: 2017 | Lead Independent Director. Managing Director of SI Ventures. Former Chief Executive Officer of Gartner, Inc. | | | | | | | | Barbara J. Beck Age: 64 Director Since: 2019 | Executive Advisor to American Securities LLC | | | | | | | | DANIELLE M. BROWN Age: 53 Director Since: 2024 | Senior Vice President and Chief Information Officer of Whirlpool Corporation | | | | | | | | William F. Dawson, Jr. Age: 60 Director Since: 2002 | Chairman and Chief Executive Officer of Northway Partners LLC | | | | | | | | Laura Flanagan Age: 56 Director Since: 2021 | Chief Executive Officer of Ripple Foods | | | | | | | | Matthew C. Flanigan Age: 62 Director Since: 2019 | Former Executive Vice President and Chief Financial Officer of Leggett & Platt, Incorporated | | | | | | | | Kimberly S. Grant Age: 53 Director Since: 2017 | Former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts | | | | | | | | Jeffrey M. Overly Age: 66 Director Since: 2013 | Former Operating Partner of The Blackstone Group | | | | | | | | David V. Singer Age: 69 Director Since: 2019 | Former Chief Executive Officer of Snyder’s-Lance, Inc. | | | | | | | | Randall N. Spratt Age: 72 Director Since: 2018 | Former Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation | | | | | | | | Warren M. Thompson Age: 65 Director Since: 2020 | Chairman of the Board and President of Thompson Hospitality | | | | | |

  2. WHAT WE DON’T DO

    WHAT WE DON’T DO

  3. WHAT WE DON’T DO

    | | No excise tax gross-ups upon a CIC. | | | No modified single-trigger or single-trigger CIC severance agreements (we only use double-trigger CIC severance provisions). | | | No uncapped incentive compensation opportunities. | | | No hedging of shares by our directors or employees, including our executive officers. | | | No pledging of shares by our directors or executive officers. | | | No excessive perquisites. | | | No repricing of underwater stock options. | | | No dividends provided on unearned performance awards. |

  4. WHAT WE DON’T DO

    | 10 | |

  5. WHAT WE DON’T DO

    | Table of Contents | | | | | Message from Our Chairman and Chief Executive Officer | 2 | Committee Charters and Corporate Governance Guidelines | 35 | | | | Director Service on Other Public Company Boards | 35 | | Proxy Summary | 4 | Transactions with Related Persons | 35 | | Corporate Governance at Performance Food Group | 13 | Compensation of Directors | 37 | | | | Director Compensation for Fiscal 2024 | 37 | | | | Stock Ownership Guidelines | 38 | | PROPOSAL 01 Election of Directors | 13 | | | | | | Audit Matters | 39 | | The Board of Directors | 13 | PROPOSAL 02 Ratification of Independent Registered Public Accounting Firm | 39 | | Director Nomination Process | 14 | | | | Director Qualifications and Expertise | 15 | | | | Nominees for Election to the Board of Directors | 16 | Audit and Non-Audit Fees | 39 | | Stockholder Nominations | 22 | Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 40 | | Board Tenure Policy | 22 | | | | The Board’s Role and Responsibilities | 22 | Report of the Audit and Finance Committee | 40 | | Oversight of Strategy | 22 | | | | Oversight of Risk Management | 23 | Executive Officers of the Company | 41 | | Oversight of Cybersecurity and Information Security | 23 | | | | Oversight of ESG Strategy | 23 | Stockholder Engagement | 43 | | Management Succession Planning | 24 | Fiscal 2024 Stockholder Engagement Activities | 43 | | Communications with the Board | 24 | Our Stockholder Engagement Process | 44 | | Code of Business Conduct | 24 | Key Takeaways from Our Stockholder Engagement | 44 | | Board Structure | 25 | | | | Selection of Chairman of the Board and Chief Executive Officer | 25 | Corporate Social Responsibility | 45 | | Lead Director | 25 | | | | Director Independence and Independence Determinations | 26 | Executive Compensation | 50 | | Executive Sessions | 27 | | | | Board Committees | 28 | PROPOSAL 03 Advisory Vote on Named Executive Officer Compensation | 50 | | Special Committees | 33 | | | | Board Practices, Processes and Policies | 33 | Report of the Human Capital and Compensation Committee | 50 | | The Board of Directors and Certain Governance Matters | 33 | Compensation Committee Interlocks and Insider Participation | 50 | | Board Meetings and Attendance | 34 | Compensation Discussion and Analysis | 51 | | Board Performance Evaluations | 34 | Business Highlights for Fiscal 2024 | 52 | | Director Orientation and Continuing Education | 34 | Executive Summary | 53 |

  6. WHAT WE DON’T DO

    | 2024 Proxy Statement | 11 |

  7. WHAT WE DON’T DO

    | | | | | | Executive Compensation Program Objectives and Overview | 53 | Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination | 73 | | Fiscal 2024 Executive Total Targeted Compensation Mix | 54 | CEO Pay Ratio Disclosure | 76 | | Fiscal 2024 Compensation Program Changes | 55 | PFG's Practices Related to the Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information | 76 | | Executive Compensation Program Elements | 56 | | | | Base Salaries | 56 | | | | Cash Bonus Opportunities | 56 | Pay Versus Performance | 77 | | Long-Term Equity Incentive Awards | 58 | Relationship Between Pay and Financial Performance | 78 | | Benefits and Perquisites | 61 | | | | Severance and Other Benefits | 61 | Financial Performance Measures | 79 | | Compensation Determination Process | 62 | Equity Compensation Plan Information | 80 | | Annual Compensation Program Risk Assessment | 63 | | | | Insider Trading Policy | 63 | 2024 Omnibus Incentive Plan | 81 | | Hedging and Pledging Policies | 64 | PROPOSAL 04 Approval of 2024 Omnibus Incentive Plan | 81 | | Clawback Policy | 64 | | | | Employment Agreements | 64 | | | | Summary of Employment Agreement of Mr. Holm | 64 | Ownership of Securities | 91 | | Non-Qualified Deferred Compensation Plan | 65 | Beneficial Ownership | 91 | | Stock Ownership Guidelines | 66 | | | | Tax Impact on Compensation | 66 | Instructions for the Virtual Annual Meeting | 93 | | Section 409A of the Internal Revenue Code | 66 | | | | Tabular Executive | 67 | Delinquent Section 16(a) Reports | 94 | | Compensation Disclosure | 67 | General Information | 95 | | Summary Compensation Table | 67 | Questions and Answers about Voting and the Annual Meeting | 95 | | Fiscal 2024 Grants of Plan-Based Awards | 68 | | | | Narrative to Summary Compensation Table and Fiscal 2024 Grants of Plan-Based Awards | 69 | Stockholder Proposals for the 2024 Annual Meeting | 98 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 69 | Other Business | 99 | | Fiscal 2024 Option Exercises and Stock Vested | 71 | | | | Fiscal 2024 Pension Benefits | 71 | Appendix A Reconciliation of Non-GAAP Items | A-1 | | Potential Payments Upon Termination or Change in Control | 71 | | | | Severance Arrangements and Restrictive Covenants | 72 | Appendix B 2024 Omnibus Incentive Plan | B-1 |

  8. WHAT WE DON’T DO

    Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current plans, estimates, expectations and projections, and are not guarantees of future performance. They are based on management’s beliefs, projections or expectations that involve a number of risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. For factors that could cause actual results to differ from expected results, see the risks and uncertainties described in our publicly filed reports, including our Annual Report on Form 10-K for the fiscal year ended June 29, 2024 filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These forward-looking statements speak only as of the date of this Proxy Statement. We undertake no obligation to publicly update or revise any forward-looking statement in this Proxy Statement.

  9. WHAT WE DON’T DO

    | 12 | |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS The following information describes the offices held, other public company directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities.”

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | | George L. Holm | | | | | SKILLS | | | | | • CEO Leadership • Financial • Foodservice Distribution Industry • Human Capital Management | • Marketing and Sales • Operations and Logistics • Risk Management | • Strategic Planning • M&A/Integration | | BACKGROUND Mr. Holm has served as our Chief Executive Officer since September 2002, when he founded the Company and subsequently led the Company through its expansion into the broadline foodservice distribution industry with the Performance Food Group Company acquisition in May 2008. Additionally, in January 2019, Mr. Holm was named Chairman of the Board. Prior to joining the Company, he held various senior executive positions with Sysco Corporation, Alliant Foodservice and US Foods. Mr. Holm received a Bachelor of Science degree in business administration from Grand Canyon University. KEY EXPERIENCES We considered Mr. Holm’s experience as an executive in the U.S. foodservice distribution industry. Furthermore, we also considered how his additional role as our Chief Executive Officer brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations. | | | | | Age: 69 Director since: 2002 | Committees: None | Other Public Company Directorships: None | |

  13. Director Nominees

    | | Manuel A. Fernandez | | | | | SKILLS | | | | | • CEO Leadership • Foodservice Distribution Industry • Human Capital Management • Marketing and Sales | • Operations and Logistics • Other Public Company Boards • Risk Management | • Strategic Planning • Technology and Cybersecurity • M&A/Integration • Financial | | BACKGROUND Mr. Fernandez serves as the Managing Director of SI Ventures, a venture capital firm focused on information technology and communications infrastructure. He has held that position with the firm since its inception in 1998. Mr. Fernandez served as Chief Executive Officer of Gartner, Inc., a leading research and advisory company, from 1991 to 1998, and Chairman of the Board of Directors of Gartner, Inc. from 1991 until 2001. He has also been Chairman and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated. Mr. Fernandez has served on the board of directors of Leggett & Platt, Incorporated ("Leggett & Platt") since 2014. He previously served on the board of directors of Brunswick Corporation from 1997 to 2020, Time, Inc. from 2014 to 2018, Flowers Foods, Inc. from 2005 to 2014, and Sysco Corporation from 2006 to 2013. Mr. Fernandez graduated from the University of Florida with a degree in electrical engineering and completed post-graduate work in solid-state engineering at the University of Florida. Mr. Fernandez currently serves as our Lead Independent Director. KEY EXPERIENCES We considered Mr. Fernandez’s extensive experience leading both public and private companies in foodservice and other industries, including three technology companies, allowing him to bring significant experience and knowledge to our Board regarding strategic planning, innovation, technology, acquisitions, corporate governance, distribution, operations, and human resources. | | | | | Age: 78 Director since: 2017 | Committees: Human Capital and Compensation; Nominating and Corporate Governance; Technology and Cybersecurity | Other Public Company Directorships: Leggett & Platt, Incorporated Prior Public Company Directorships: Brunswick Corporation; Time, Inc.; Flowers Foods, Inc.; Sysco Corporation | |

  14. Director Nominees

    | 16 | |

  15. Director Nominees

    | | Barbara J. Beck | | | | SKILLS | | | | • CEO Leadership • Financial • Human Capital Management • Marketing and Sales | • Other Public Company Boards • Risk Management • Strategic Planning | | BACKGROUND Ms. Beck serves as an Executive Advisor to American Securities LLC, after retiring from her position as Chief Executive Officer of Learning Care Group, Inc., a global for-profit early education provider, which she held from March 2011 to June 2019. Learning Care Group is a portfolio company of American Securities LLC. Prior to joining Learning Care Group, Ms. Beck spent nine years as an executive of Manpower Inc., a world leader in the employment services industry. From 2006 to 2011, Ms. Beck was President of Manpower’s EMEA operations, overseeing Europe (excluding France), the Middle East and Africa. She previously served as Executive Vice President of Manpower’s U.S. and Canada business unit from 2002 to 2005. Prior to joining Manpower, Ms. Beck was an executive of Sprint Corporation, a global communications company, serving in various operating and leadership roles for 15 years. From 2008 to 2024, Ms. Beck also served on the board of directors of Ecolab Inc., a global provider of water, hygiene, and energy technologies and services to food, energy, healthcare, industrial, hospitality, and other markets. KEY EXPERIENCES We considered Ms. Beck’s extensive general management and operational experience, including as a tenured Chief Executive Officer, allowing her to contribute to our strategic vision particularly as it relates to value creation and innovative business strategies. Ms. Beck has significant knowledge of the impact of labor market trends on global and local economies and expertise in human capital management. Additionally, as a former executive at Sprint Corporation, Ms. Beck also gained expertise in the information technology field. | | | | Age: 64 Director since: 2019 | Committees: Human Capital and Compensation (Chair); Nominating and Corporate Governance | Other Public Company Directorships: None Prior Public Company Directorships: Ecolab Inc. |

  16. Director Nominees

    | | Danielle M. Brown | | | | SKILLS | | | | • Operations & Logistics • Other Public Company Boards • Risk Management | • Strategic Planning • Technology and Cybersecurity | | BACKGROUND Ms. Brown has served as Senior Vice President and Chief Information Officer (CIO) of Whirlpool Corporation, a global kitchen and laundry appliance company, since November 2020. Ms. Brown has been in information technology leadership for more than 20 years, including serving as CIO of Brunswick Corporation, a global manufacturer of marine products, from 2016 to November 2020. Prior to her role at Brunswick, Ms. Brown served for 16 years in roles of increasing responsibility with DuPont Corporation, including CIO for a global business unit and head of global transformation and productivity. Ms. Brown served on the Board of Directors of PRA Group, Inc., a global leader in acquiring and collecting nonperforming loans, from 2019 to July 2024. Ms. Brown received her Bachelor of Science degree in computer science from Indiana University of Pennsylvania and holds a Master of Science degree in information science from Penn State University and an MBA from Drexel University. KEY EXPERIENCES We considered Ms. Brown's extensive experience in information technology leadership, including as CIO of large, publicly traded companies, which contributes significant technology, data management and cybersecurity expertise to our Board, as well as her experience on other public company boards. | | | | Age: 53 Director since: 2024 | Committees: Audit and Finance; Technology and Cybersecurity | Other Public Company Directorships: None Prior Public Company Directorships: PRA Group, Inc. |

  17. Director Nominees

    | 2024 Proxy Statement | 17 |

  18. Director Nominees

    | | William F. Dawson, Jr. | | | | SKILLS | | | | • CEO Leadership • Financial • Human Capital Management • Operations and Logistics | • Risk Management • Strategic Planning • M&A/Integration | | BACKGROUND Mr. Dawson has served as Chairman and Chief Executive Officer of Northway Partners LLC, a private investment firm, since 2022. Prior to Northway Partners LLC, Mr. Dawson spent 21 years at Wellspring Capital Management Group LLC (“Wellspring”), a leading middle-market private equity firm. He was Chief Executive Officer from 2014 to 2020 and then Co-Executive Chairman from 2020 to 2021, when he retired from Wellspring. While at Wellspring, he served as the chair of Wellspring’s investment committee for 17 years. Mr. Dawson led or co-sponsored several of Wellspring’s most successful investments in distribution, consumer services, business services, healthcare, energy services, and industrial companies. Prior to joining Wellspring, Mr. Dawson was a partner at Whitney & Co., where he was head of the middle-market buyout group. Prior to that, Mr. Dawson spent 14 years at Donaldson, Lufkin & Jenrette Securities Corporation where he was most recently a managing director at DLJ Merchant Banking. Mr. Dawson received a Bachelor of Science degree from St. Francis College and an MBA from Harvard Business School. KEY EXPERIENCES We considered Mr. Dawson’s significant financial, investment, capital market and operational experience from his involvement in Wellspring’s investments in numerous portfolio companies, as well as his many years of experience as a director of the Company and its predecessor. | | | | Age: 60 Director since: 2002 | Committees: Audit and Finance; Technology and Cybersecurity | Other Public Company Directorships: None |

  19. Director Nominees

    | | Laura Flanagan | | | | | SKILLS | | | | | • CEO Leadership • Financial • Foodservice Distribution Industry • Human Capital Management | • Marketing and Sales • Other Public Company Boards • Restaurant | • Risk Management • Strategic Planning • M&A/Integration • Operations and Logistics | | BACKGROUND Ms. Flanagan is the Chief Executive Officer of Ripple Foods, a plant-based food and beverage company, and has served on the board of Topgolf Callaway Brands Corp. since 2018. Ms. Flanagan previously served on the board of Core-Mark Holding Company, Inc. from 2016 to 2021, serving on the Compensation Committee and as chair of the Nominating and Governance Committee. She served as Chief Executive Officer of Foster Farms, the West Coast leader in branded and private label poultry, from 2016 to February 2019. She was previously the President of the Snacks Division of ConAgra Foods, Inc. (“ConAgra”) from 2011 until 2014, and served as President of ConAgra’s Convenient Meals Division from 2008 until 2011. Prior to joining ConAgra in 2008, Ms. Flanagan was Vice President and Chief Marketing Officer for Tropicana® Shelf Stable Juices at PepsiCo Inc. from 2005 to 2008. Ms. Flanagan also held various marketing leadership positions at General Mills, Inc. and PepsiCo Inc. from 1996 to 2005. Ms. Flanagan has an MBA from Stanford Graduate School of Business and a B.S. in Engineering from Case Western Reserve University. KEY EXPERIENCES We considered Ms. Flanagan’s extensive general management and operational experience, including as a tenured Chief Executive Officer, and her knowledge, experience and expertise in the food and beverage industry, as well as her experience on other public company boards. Her over 25 years of experience in the food and beverage industry enables her to bring valuable perspectives of a food and beverage industry customer to our Board of Directors. She also has functional expertise in human capital management, strategic planning, consumer sales/marketing, consumer retail, mergers and acquisitions, operations and logistics, and ESG matters. | | | | | Age: 56 Director since: 2021 | Committees: Audit and Finance; Technology and Cybersecurity | Other Public Company Directorships: Topgolf Callaway Brands Corp. Prior Public Company Directorships: Core-Mark Holding Company, Inc. | |

  20. Director Nominees

    | 18 | |

  21. Director Nominees

    | | Matthew C. Flanigan | | | | | SKILLS | | | | | • Financial • Other Public Company Boards • Public Reporting or Auditing | • Risk Management • Strategic Planning • M&A/Integration | • Technology and Cybersecurity | | BACKGROUND Mr. Flanigan retired in 2019 from his role as Executive Vice President & Chief Financial Officer of Leggett & Platt, a global manufacturer of engineered components and products, where he also served on the board of directors for nearly 10 years. Mr. Flanigan was appointed Senior Vice President of Leggett & Platt in 2005 and became Chief Financial Officer in 2003. From 1999 until 2003, he served as President of the Office Furniture and Plastics Components Groups of Leggett & Platt. Mr. Flanigan currently serves as Vice Chairman of the Board and Lead Director of Jack Henry & Associates, Inc., a leading financial technology company. He has served on the board of directors of Jack Henry & Associates since 2007, and he was appointed Lead Director by the independent directors of Jack Henry & Associates in 2012. He also served on the board of directors, including the audit committee and the transaction committee, of Fast Radius, Inc., a cloud manufacturing and digital supply chain company, in 2022. KEY EXPERIENCES We considered Mr. Flanigan’s substantial executive experience of 16 years as the Chief Financial Officer of a large, publicly-traded company in enabling him to bring important perspectives to our Board of Directors on financial matters, business analytics, compliance, risk management, public reporting, and investor relations. | | | | | Age: 62 Director since: 2019 | Committees: Audit and Finance (Chair); Technology and Cybersecurity | Other Public Company Directorships: Jack Henry & Associates Prior Public Company Directorships: Fast Radius, Inc. | |

  22. Director Nominees

    | | Kimberly S. Grant | | | | | SKILLS | | | | | • Financial • Human Capital Management • Marketing and Sales | • Operations and Logistics • Restaurant • Risk Management | • Strategic Planning | | BACKGROUND Ms. Grant is the former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts, where she served as the chief executive leading all worldwide food and beverage operations for the company from 2022 to 2023. Since 2023, Ms. Grant has served as a strategic advisor to premier multi-national private equity firms with portfolio company investments in hospitality, leisure, and the luxury travel sectors. Ms. Grant previously served as the Chief Executive Officer of ThinkFoodGroup, a global hospitality management company, which owns and operates innovative dining concepts created by two-star Michelin awarded chef José Andrés, from September 2014 to April 2020. Prior to this role, Ms. Grant was the President and Chief Operations Officer of Ruby Tuesday Inc., where she assumed various operations and finance leadership roles over her 21 years. Ms. Grant earned a Master of Science in Banking and Financial Services Management from Boston University and a Bachelor of Science in Hotel and Restaurant Management from Thomas Edison State University, and she has attended various executive education and corporate governance programs at UC Berkeley School of Law, Stanford Law School, National Association of Corporate Directors and Harvard Business School while a director of Performance Food Group. KEY EXPERIENCES We considered Ms. Grant’s knowledge, experience, and expertise in the restaurant and hospitality industry and her significant experience in operations, finance, sales, strategic planning, risk management, corporate governance and investments. Her over 25 years of experience in the restaurant and hospitality industry enables her to bring valuable perspectives of a foodservice industry customer to our Board of Directors. | | | | | Age: 53 Director since: 2017 | Committees: Human Capital and Compensation; Nominating and Corporate Governance (Chair) | Other Public Company Directorships: None | |

  23. Director Nominees

    | 2024 Proxy Statement | 19 |

  24. Director Nominees

    | | Jeffrey M. Overly | | | | SKILLS | | | | • Operations and Logistics • Risk Management • M&A/Integration | • Other Public Company Boards • Strategic Planning | | BACKGROUND Mr. Overly retired in 2018, having most recently served as an Operating Partner at The Blackstone Group (“Blackstone”) from 2008 to 2018. Before joining Blackstone in 2008, Mr. Overly was Vice President of Global Fixture Operations at Kohler Company. Prior to that, he served 25 years at General Motors Corporation and Delphi Corporation in numerous operations and engineering positions. He has served on the board of directors of several Blackstone portfolio companies, and currently serves as a director of Sona BLW Precision Forgings Limited (Sona Comstar), an Indian automotive technology company traded on the Bombay Stock Exchange and National Stock Exchange of India. Mr. Overly has a Bachelor of Science degree in Industrial Management from the University of Cincinnati and a Masters in Business from Central Michigan University. KEY EXPERIENCES We considered Mr. Overly’s significant operational, logistics, risk management, corporate governance and strategic planning experience in public companies from his active involvement in Blackstone’s investments in numerous portfolio companies. | | | | Age: 66 Director since: 2013 | Committees: Human Capital and Compensation; Nominating and Corporate Governance | Other Public Company Directorships: None (see above for directorships outside of the U.S.) |

  25. Director Nominees

    | | David V. Singer | | | | | SKILLS | | | | | • CEO Leadership • Financial • Foodservice Distribution Industry • Human Capital Management | • Marketing and Sales • Operations and Logistics • Other Public Company Boards | • Public Reporting or Auditing • Risk Management • Strategic Planning • M&A/Integration | | BACKGROUND Mr. Singer retired in 2013 as the Chief Executive Officer of Snyder’s-Lance, Inc. (“Synder’s-Lance”), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as Chief Executive Officer and as a director of Snyder’s-Lance from its formation in 2010 until his retirement in 2013. He was the President and Chief Executive Officer of Lance, Inc. from 2005 until its merger with Snyder’s of Hanover, Inc. (“Snyder’s”) in 2010. Mr. Singer also served as a director of Lance, Inc. from 2003 until its merger with Snyder’s. He previously served as Executive Vice President and Chief Financial Officer of Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Presently, Mr. Singer also serves on the board of directors of Brunswick Corporation, and also previously served on the board of directors of Flowers Foods, Inc., Hanesbrands, Inc. and SPX Flow, Inc. KEY EXPERIENCES We considered Mr. Singer’s experience as a Chief Executive Officer and Chief Financial Officer and his board governance, management and financial experience, as well as his significant knowledge of the food and beverage industries. He also offers expertise in corporate finance, risk management, human capital management and mergers and acquisitions. | | | | | Age: 69 Director since: 2019 | Committees: Audit and Finance; Technology and Cybersecurity | Other Public Company Directorships: Brunswick Corporation Prior Public Company Directorships: Snyder’s-Lance, Inc.; Flowers Foods, Inc.; Hanesbrands, Inc.; SPX Flow, Inc. | |

  26. Director Nominees

    | 20 | |

  27. Director Nominees

    | | Randall N. Spratt | | | | SKILLS | | | | • Operations and Logistics • Other Public Company Boards • Risk Management | • Strategic Planning • Technology and Cybersecurity • M&A/Integration | | BACKGROUND Mr. Spratt is retired, having most recently served as the Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation (“McKesson”), a global pharmaceutical distribution services and information technology company, from 2009 to 2015. Mr. Spratt joined McKesson in 1999 and held various executive positions at McKesson prior to becoming Chief Information Officer and Chief Technology Officer, including as Chief Information Officer from 2005 to 2009, Chief Process Officer for McKesson Provider Technologies from 2003 to 2005 and Senior Vice President, Imaging, Technology and Business Process Improvement from 2000 to 2003. Mr. Spratt previously served on the board of directors of Imperva, Inc. from May 2016 until the company was acquired by Thoma Bravo, LLC in January 2019. Mr. Spratt received a Bachelor of Science in biology from the University of Utah. KEY EXPERIENCES We considered Mr. Spratt’s extensive experience leading the information technology functions of a multinational large distributor, which allows him to provide valuable oversight, advice and guidance to our management and Board of Directors, particularly relating to technology, data management, digital capabilities, artificial intelligence, cybersecurity and technology infrastructure. We also considered his significant experience in operations, strategic planning and risk management. | | | | Age: 72 Director since: 2018 | Committees: Audit and Finance; Technology and Cybersecurity (Chair) | Other Public Company Directorships: None Prior Public Company Directorships: Imperva, Inc. |

  28. Director Nominees

    | | Warren M. Thompson | | | | | SKILLS | | | | | • CEO Leadership • Financial • Foodservice Distribution Industry • Human Capital Management | • Marketing and Sales • Operations and Logistics • Other Public Company Boards | • Restaurant • Risk Management • M&A/Integration • Strategic Planning | | BACKGROUND Mr. Thompson is Chairman of the Board and President of Thompson Hospitality Services, LLC, a private retail food and facilities management firm that he founded in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson served on the board of directors of Sizzle Acquisition Corp, from 2021 to 2024 and served on the board of directors of Duke Realty Corp. from 2019 until the company was acquired by Prologis, Inc. in October 2022. Mr. Thompson received his Bachelor of Arts degree in Managerial Economics from Hampden-Sydney College and holds an MBA from the University of Virginia’s Darden Graduate School of Business Administration. KEY EXPERIENCES We considered Mr. Thompson’s knowledge, experience, and expertise in the restaurant and hospitality industry and his significant experience in operations, sales and marketing, financial management, risk management, human capital management and strategic planning. His over 35 years of experience in the restaurant and hospitality industry enables him to bring valuable perspectives of a foodservice industry customer to our Board of Directors. | | | | | Age: 65 Director since: 2020 | Committees: Human Capital and Compensation; Nominating and Corporate Governance | Other Public Company Directorships: None Prior Public Company Directorships: Duke Realty Corp.; Federal Realty Investment Trust; Sizzle Acquisition Corp. | |

  29. Director Nominees

    | 2024 Proxy Statement | 21 |

  30. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The table below sets forth information regarding non-employee director compensation for the fiscal year ended June 29, 2024.

  31. Director Compensation for Fiscal 2024

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | BARBARA J. BECK | 119,565 | 180,058 | 299,624 | | DANIELLE M. BROWN(3) | — | — | — | | WILLIAM F. DAWSON, JR. | 102,935 | 180,058 | 282,993 | | MANUEL A. FERNANDEZ | 106,304 | 280,040 | 386,345 | | LAURA FLANAGAN | 102,935 | 180,058 | 282,993 | | MATTHEW C. FLANIGAN | 127,935 | 180,058 | 307,993 | | KIMBERLY S. GRANT | 102,935 | 180,058 | 282,993 | | JEFFREY M. OVERLY | 122,935 | 180,058 | 302,993 | | DAVID V. SINGER | 102,935 | 180,058 | 282,993 | | RANDALL N. SPRATT | 117,935 | 180,058 | 297,993 | | WARREN M. THOMPSON | 102,935 | 180,058 | 282,993 |

  32. Director Compensation for Fiscal 2024

    (1) Amounts reported reflect cash retainer fees earned by our non-employee directors during fiscal 2024. (2) Represents the grant date fair value of restricted stock units, calculated in accordance with FASB ASC Topic 718, issued to our non-employee directors on November 30, 2023. The aggregate number of restricted stock units outstanding or deferred stock units, as applicable, as of June 29, 2024, for our non-employee directors was as follows: 2,768 deferred stock units for Ms. Beck, 2,768 deferred stock units for Mr. Dawson, 4,305 deferred stock units for Mr. Fernandez, 2,768 restricted stock units for Ms. Flanagan, 2,768 restricted stock units for Mr. Flanigan, 2,768 restricted stock units for Ms. Grant, 2,768 deferred stock units for Mr. Overly, 2,768 restricted stock units for Mr. Singer, 2,768 restricted stock units for Mr. Spratt and 2,768 restricted stock units for Mr. Thompson. Danielle M. Brown was appointed as a director effective June 28, 2024, the last day of fiscal 2024, and did not receive any compensation in fiscal 2024.

  33. Director Compensation for Fiscal 2024

    | 2024 Proxy Statement | 37 |

  34. DIRECTORS

    DIRECTORS To align the interests of our Board of Directors with those of our stockholders, the Board of Directors believes that the non-employee members of our Board of Directors (the “Covered Directors”) should have a significant financial stake in the Company’s stock. To further that goal, we implemented stock ownership guidelines for our non-employee directors (the “Director Guidelines”). The Covered Directors are required to hold a specific level of equity ownership as outlined below:

  35. DIRECTORS

    | Covered Directors’ Stock Ownership Multiples The stock ownership level under the Director Guidelines, expressed as a multiple of the Covered Director’s annual cash retainer, is five times each Covered Director’s annual cash retainer. | 5 times annual cash retainer | | Retention Requirement There is no required time period within which a Covered Director must attain the applicable stock ownership level under the Director Guidelines. However, until the applicable ownership level is achieved, a stock retention requirement of 100% of shares will apply. | 100% of shares |

  36. DIRECTORS

    The shares counted toward these ownership requirements include shares of common stock owned directly by the Covered Director and outstanding restricted stock, restricted stock units and deferred stock units. These ownership requirements are set at levels that the Company believes are reasonable given the Covered Directors’ annual cash retainers. In addition, Meridian Compensation Partners, LLC reviewed our Director Guidelines and confirmed that they are consistent with the corresponding practices of our peer group. As of September 30, 2024, each of our directors has met the applicable ownership level, except for Ms. Brown, who was appointed as a director on June 28, 2024.

  37. DIRECTORS

    | 38 | |

  38. DIRECTORS

    | PROPOSAL 02: Ratification of Independent Registered Public Accounting Firm | | | | | Your Board of Directors recommends that you vote "FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025. | |

  39. DIRECTORS

    The Audit and Finance Committee has selected Deloitte & Touche LLP ("Deloitte") to serve as our independent registered public accounting firm for fiscal 2025. In selecting Deloitte, the Audit and Finance Committee evaluated Deloitte's technical competence, knowledge of our industry, quality of services, reputation and communication with management and the Audit and Finance Committee. The Audit and Finance Committee also confirmed Deloitte's independence and evaluated the firm's quality control procedures. The Audit and Finance Committee believes that the retention of Deloitte is in the best interests of the Company and its stockholders. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance and because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Finance Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of Deloitte is expected to be present at the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions. The shares represented by your proxy will be voted “FOR” the ratification of the selection of Deloitte unless you specify otherwise.

  40. EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW

    | | | | | Competitive Compensation Our executive compensation program should provide a fair and competitive compensation opportunity that enables us to attract and retain high-caliber executive talent. Executives should be appropriately rewarded for their contributions to our successful performance. | Pay for Performance A significant portion of each executive’s compensation should be “at risk” and tied to overall Company, business unit, and individual performance. | Alignment with Stockholder Interests Executive compensation should be structured to include elements that link executives’ financial rewards to stockholder returns. |

  41. EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW

    As described in more detail below, the material elements of our executive compensation program for NEOs include base salary, a cash incentive opportunity, a long-term equity incentive opportunity, and broad-based employee benefits. The NEOs may also receive severance payments and other benefits in connection with certain terminations of employment or a change in control of the Company. We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives, as illustrated by the table below.

  42. EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW

    | | | Base Salary Compensation to recognize ongoing performance of job responsibilities. | | | | Cash Incentive Opportunity Compensation “at risk,” designed to incentivize the achievement of annual business goals. | | | | Long-Term Equity Incentive Opportunity Compensation “at risk,” designed to encourage the creation of stockholder value and the achievement of long-term business goals. |

  43. WHAT WE DO

    | | Performance-driven pay | | | Pay aligned to peers | | | Annual Say-on-Pay | | | Clawback policy | | | Stock ownership requirements | | | Independent compensation consulting firm reporting directly to the Compensation Committee | | | Double-trigger severance agreements upon change-in-control | | | Robust insider trading requirements and restrictions | | | Annual risk assessment of our compensation program |

  44. WHAT WE DON’T DO

    | | No excise tax gross-ups upon a CiC | | | No modified single-trigger or single-trigger change-in-control severance agreements | | | No uncapped incentive compensation opportunities | | | No hedging of shares by our directors or employees, including our executive officers | | | No pledging of shares by our directors or executive officers | | | No excessive perquisites | | | No repricing of underwater stock options | | | No dividends provided on unearned performance awards |

  45. CASH BONUS OPPORTUNITIES

    CASH BONUS OPPORTUNITIES

  46. Annual Cash Bonus Opportunity

    Annual Cash Bonus Opportunity We maintain an annual incentive plan (the “AIP”), which is a cash bonus program in which all of our NEOs are eligible to participate. The primary purpose of the AIP is to focus management on key measures that drive financial performance and provide competitive bonus opportunities tied to the achievement of our financial and strategic growth objectives.

  47. Fiscal 2024 AIP

    Fiscal 2024 AIP The Compensation Committee annually establishes a target annual bonus as a percentage of base salary, which may be adjusted in connection with an NEO’s promotion, performance, or based upon competitive conditions. For our NEOs, the target opportunity for AIP awards was based on the following components as compared to pre-established targets: (i) net sales growth for fiscal 2024 (40% of the overall AIP), (ii) Adjusted EBITDA growth for fiscal 2024 (40% of overall AIP), and (iii) strategic initiatives (20% of overall AIP). Payouts related to each financial metric for the fiscal 2024 AIP had a range from 60% of target payout upon achieving a threshold performance level to 162.5% of target payout upon achieving the maximum performance level. Payouts related to the strategic initiatives metric had a maximum of 100% of target. When combined, total payouts could not exceed 150% of target. We believe that tying part or all of the NEOs’ bonuses to Company-wide performance goals encourages collaboration across the executive leadership team. We believe using the net sales increases accountability of the financial health of the Company and more closely aligns with the focus of stockholders. We use Adjusted EBITDA as a measure of financial performance because we believe that it provides a reliable indicator of our strategic growth and the strength of our cash flow and overall financial results. With respect to the strategic initiatives performance measure, the Compensation Committee designed the achievement of strategic goals to be challenging, but achievable with strong and consistent performance. The strategic goals were based on the completion of certain enterprise initiatives to support the Company’s growth and enhance long-term stockholder value, including the integration of acquisitions, investment in electric vehicles, progress towards greenhouse gas emissions targets, and safety improvement.

  48. Fiscal 2024 AIP

    | 56 | |

  49. Fiscal 2024 AIP

    The payout percentage of target earned for the AIP was determined by calculating our actual achievement against the performance targets based on the pre-established goals set forth in the following table:

  50. Fiscal 2024 AIP

    | PERFORMANCE MEASURE | METRICS | TARGET PAYOUT OF THE OVERALL AIP | THRESHOLD | TARGET | MAXIMUM | PAYOUT OF % OF TARGET | | Profitability | Net Sales | | | | | 86.19% | | | Adjusted EBITDA | | | | | 159.01% | | Strategic Initiatives | Acquisition Integration Progress | | | ACTUAL 90.00% | | 90.00% | | | ESG Progress Safety | | N/A | 4.5 out of 5 measurements on track | N/A | | | Total | | 100% | | | | 116.08% |

  51. Fiscal 2024 AIP

    As noted in the table above, the Adjusted EBITDA goal was exceeded based on actual performance versus the pre-established target, while net sales actual results were slightly below the pre-established target, resulting in a 86.19% payout. In addition, the Compensation Committee confirmed achievement of 4.5 out of 5 measurements towards strategic initiatives based upon synergy capture and execution on integration relating to acquisitions, investments in solar projects and electric vehicles, and launching associate resource groups, among other achievements, as well as our safety performance across all of our businesses, and, as a result, awarded 90.00% of the target amount based on its determination.

  52. Fiscal 2024 AIP

    | NOTES: • The maximum payout for profitability measures is 162.50% of target. Net sales and Adjusted EBITDA financial metrics were achieved at 86.19% and 159.01%, respectively, as shown above. • The maximum payout for strategic initiatives performance measures is 100% of target and this was achieved at 90%, as shown above. • Net sales is defined as fiscal 2024 gross sales plus excise taxes minus sales returns and minus sales incentives that we offer to our customers, such as rebates and discounts that are offsets to gross sales. • Adjusted EBITDA is defined as fiscal 2024 net income before interest expense, income taxes, depreciation and amortization and further adjusted to exclude certain items. |

  53. Fiscal 2024 AIP

    | 2024 Proxy Statement | 57 |

  54. Corporate NEOS’ AIP

    Corporate NEOS’ AIP The following table illustrates the calculation of the cash bonus paid to each NEO under the fiscal 2024 AIP in light of these performance results and achievement of strategic objectives.

  55. Corporate NEOS’ AIP

    | | Base | | Profitable Growth | | | | | | Strategic Initiatives | | | | | | Salary Full | Target | Net Sales | | | AEBITDA | | | Strategic Initiatives | | | Total | | | Year $ | Bonus % | Measure % | Payout % | Payout $ | Measure % | Payout % | Payout $ | Measure % | Payout % | Payout $ | Payout $ | | GEORGE L. HOLM Chairman & CEO | 1,200,000 | 150 | 40 | 86.19 | 620,540 | 40 | 159.01 | 1,144,888 | 20 | 90.00 | 324,000 | 2,089,427 | | H. PATRICK HATCHER EVP, Chief Financial Officer | 650,000 | 100 | 40 | 86.19 | 224,084 | 40 | 159.01 | 413,432 | 20 | 90.00 | 117,000 | 754,515 | | PATRICK T. HAGERTY EVP & Chief Commercial Officer | 625,000 | 100 | 40 | 86.19 | 215,465 | 40 | 159.01 | 397,530 | 20 | 90.00 | 112,500 | 725,496 | | CRAIG H. HOSKINS President & Chief Operating Officer | 675,000 | 125 | 40 | 86.19 | 290,878 | 40 | 159.01 | 536,666 | 20 | 90.00 | 151,875 | 979,419 | | SCOTT E. MCPHERSON EVP & Chief Field Operations Officer | 654,973 | 113 | 40 | 86.19 | 254,083 | 40 | 159.01 | 468,780 | 20 | 90.00 | 132,663 | 855,527 |

  56. LONG-TERM EQUITY INCENTIVE AWARDS

    LONG-TERM EQUITY INCENTIVE AWARDS We believe that the NEOs’ long-term compensation should be directly linked to the value we deliver to our stockholders. Equity awards to the NEOs are designed to provide long-term incentive opportunities over a period of several years and align compensation with the creation of stockholder value and achievement of business goals. We make annual grants under our 2015 Omnibus Incentive Plan that provide a mix of performance shares and time-based restricted stock. For fiscal 2024, to support the goal of continued executive stock ownership and enhance the focus on performance, the weight of restricted stock awards for senior management was 40% and the weight of performance share awards tied to multi-year performance results for senior management, including our NEOs, was 60%. Annual award levels are established based on a review of competitive market practice, internal equity considerations and other factors as the Compensation Committee deems appropriate.

  57. Fiscal 2024 Long-Term Equity Incentive Grants

    Fiscal 2024 Long-Term Equity Incentive Grants For fiscal 2024, the Compensation Committee approved the following long-term equity incentive awards to each of the NEOs as follows:

  58. Fiscal 2024 Long-Term Equity Incentive Grants

    | NAME | TOTAL GRANT VALUE | PERFORMANCE SHARES | RESTRICTED STOCK | | GEORGE L. HOLM | $7,000,153 | 55,447 | 45,411 | | H. PATRICK HATCHER | $1,600,054 | 12,814 | 10,494 | | CRAIG H. HOSKINS | $2,750,054 | 22,024 | 18,036 | | PATRICK H. HAGERTY | $1,600,054 | 12,814 | 10,494 | | SCOTT E. MCPHERSON | $1,200,108 | 9,611 | 7,871 |

  59. Fiscal 2024 Long-Term Equity Incentive Grants

    Subject to the recipient’s continued service with the Company through each applicable vesting date: • one third of the shares of time-based restricted stock will vest on each anniversary of the date of grant; and performance shares will vest on the date the Compensation Committee certifies the Company’s performance, subject to the recipient’s continued service to the Company through the end of the performance period (which began on July 2, 2023, and ends on June 27, 2026), if the applicable performance goals are attained.

  60. Fiscal 2024 Long-Term Equity Incentive Grants

    | 58 | |

  61. Fiscal 2024 Long-Term Equity Incentive Grants

    See “—Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination” for a more detailed description of the material terms of these awards and a description of the potential vesting of these awards that may occur in connection with certain terminations of employment.

  62. Performance Shares

    Performance Shares For the performance shares, 100% of the award will be earned based on achievement of total stockholder return (TSR) relative to companies in the Russell 1000 Index that are publicly-traded throughout each TSR measurement period. For each of the three TSR measurement periods, the Company’s TSR is calculated as (i) (a) the average closing price of a share of our common stock over the 20 trading day period ending on (and including) the last date of the TSR measurement period (assuming dividends are reinvested) minus (b) the price of a share of our common stock at the beginning of the performance period (the “Beginning Share Price”) divided by (ii) the Beginning Share Price (“Relative TSR”). Relative TSR is expressed as a relative percentile ranking of the Company among the TSR of companies in the Russell 1000 Index over the TSR measurement period. Each TSR measurement period is weighted as shown below. The Compensation Committee believes that the performance goals for the performance shares are reasonably attainable yet provide an appropriate incentive to maximize our performance and stockholder value. To that end, the Compensation Committee requires performance levels above median (i.e., 60th percentile) to attain target payout levels. The Compensation Committee believes that achievement of maximum performance against the goals would require exceptional corporate performance over the performance period.

  63. Performance Shares

    | 2024 Proxy Statement | 59 |

  64. Performance Shares

    For the performance share awards granted in August 2023, the earned amounts will be determined based on the following performance and payout scales during each of the TSR measurement periods:

  65. Performance Shares

    | PERFORMANCE | RELATIVE TSR RANKING | TARGET PAYOUT % | | Threshold | 40th percentile | 50% | | Target | 60th percentile | 100% | | Maximum | 80th percentile | 200% |

  66. Performance Shares

    The total payout will be capped at 100% if performance is negative over the cumulative three-year measurement period. For performance percentages between the levels set forth above, the resulting payout percentage would be adjusted on a linear interpolation basis. For the most recently completed performance cycle (ended June 29, 2024) for awards granted in August 2021 (the “2021 Performance Grants”), the earned amounts were determined based on the following performance and payout scales:

  67. Performance Shares

    | PERFORMANCE | RELATIVE TSR RANKING | TARGET PAYOUT % | | Threshold | 40th percentile | 50% | | Target | 60th percentile | 100% | | Outstanding/Maximum | 80th percentile | 200% |

  68. Performance Shares

    During the performance period ended June 29, 2024, the Company’s Relative TSR ranked in the 77.11th percentile of the S&P Midcap 400 Index, resulting in a payout at 185.56% of target of the 2021 Performance Grants with respect to the Relative TSR performance metric. The table below sets forth the shares earned by the NEOs for the 2021 Performance Grants based on actual performance during the performance period and the payout scales above:

  69. Performance Shares

    | NAME | 2021-2024 RELATIVE TSR SHARES | | GEORGE L. HOLM | 89,442 | | H. PATRICK HATCHER (1) | — | | CRAIG H. HOSKINS | 41,675 | | PATRICK H. HAGERTY | 23,256 | | SCOTT E. MCPHERSON (2) | 6,151 |

  70. Performance Shares

    (1) Mr. Hatcher was not an executive officer of the Company in fiscal 2022, and therefore did not receive a 2021 Performance Grant in August of 2021. (2) Reflects pro-rated 2021 Performance Grant of 3,315 performance shares on February 16, 2022 following the Company's acquisition of Core-Mark in September 2021.

  71. Performance Shares

    | 60 | |

  72. SEVERANCE AND OTHER BENEFITS

    SEVERANCE AND OTHER BENEFITS We believe that severance protections can play a valuable role in attracting and retaining high-caliber talent. In the competitive market for executive talent, we believe severance payments and other termination benefits are an effective way to offer executives financial security to offset the risk of foregoing an opportunity with another company. Consistent with our objective of using severance payments and benefits to attract and retain executives, our Executive Severance Plan approved in May 2020 (the “Severance Plan”) provides our executives who enter into the related Executive Severance Plan Participation Agreement (the “Participation Agreement”) with severance benefits that we believe (i) will permit us to better attract and/or continue to employ high-caliber talent, (ii) are more aligned with those severance benefits offered at our peers, and (iii) are more aligned with broader market trends. The Severance Plan replaced the NEOs’ previous severance arrangements. Each of our NEOs is eligible for the Severance Plan benefits. As of January 4, 2025, Mr. Hagerty will no longer be eligible to participate in the terms of the Severance Plan pursuant to the terms of his Consulting Agreement. See “Potential Payments Upon Termination or Change in Control” for descriptions of these potential benefits.

  73. SEVERANCE AND OTHER BENEFITS

    | 2024 Proxy Statement | 61 |

  74. COMPENSATION DETERMINATION PROCESS

    | RESPONSIBLE PARTY | PRIMARY ROLES AND RESPONSIBILITIES | | Compensation Committee | The Compensation Committee, which is composed entirely of independent directors, is responsible for establishing, maintaining, and administering our compensation and benefit policies and determines the compensation for our NEOs (for our CEO, the Compensation Committee recommends the compensation of our CEO for Board approval). Our CEO is not a member of the Compensation Committee and does not participate in deliberations regarding his compensation. The Compensation Committee uses several resources in making decisions regarding executive compensation, and these resources are described in the following paragraphs. See “Board Structure - Board Committees - Human Capital and Compensation Committee” for more information regarding the Compensation Committee’s responsibilities. | | Independent Compensation Consultant | In fiscal 2024, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, as its compensation consultant to advise on executive and non-employee director compensation matters and provide information and advice regarding market trends, competitive compensation programs, and strategies, including: • Assessing management’s recommendations for changes to our compensation structure; • Providing annual market data for each NEO position, including evaluating the Company’s compensation strategy and reviewing and confirming the peer group used to prepare the market data; • Providing information on executive compensation trends, regulatory developments and emerging best practices; • Providing advice on our incentive plan documents; and • Conducting an annual compensation risk assessment. During fiscal 2024, Meridian reported directly to the Chair of the Compensation Committee and did not provide any services that were unrelated to executive compensation. Meridian attends all meetings where the Compensation Committee evaluates the overall effectiveness of the executive compensation programs or where the Compensation Committee analyzes or approves executive compensation. In connection with engaging Meridian, the Compensation Committee considered the independence of Meridian in light of the standards embodied in SEC rules and NYSE listing standards. The Compensation Committee took into account these considerations, along with other factors relevant to the firm’s independence from management, and concluded that Meridian was independent and the engagement of Meridian would not raise any conflict of interest. | | Our CEO | Our CEO, with the assistance of Meridian and our Executive Vice President and Chief Human Resources Officer, provides recommendations to the Compensation Committee with respect to compensation decisions for our NEOs (other than with respect to his own position). In preparing recommendations to the Compensation Committee, our CEO consults benchmarking data and other market surveys conducted by Meridian and our Human Resources Department. No officer, including our CEO and our Executive Vice President and Chief Human Resources Officer, has a role in determining his or her own compensation. | | Human Resources Department | Our Human Resources Department, led by our Executive Vice President and Chief Human Resources Officer, works with our independent compensation consultant to compile benchmarking data, including peer group analysis and market studies, in order to provide preliminary recommendations with respect to base salary, annual incentive and long-term incentive program design and target award levels for our NEOs and other employees eligible to receive such incentive awards. |

  75. Peer Group

    Peer Group Meridian evaluated the competitiveness of our executive and non-employee director compensation programs using peer group compensation data of the following peer group companies:

  76. Peer Group

    | 2024 Peer Group | | | | | Arrow Electronics, Inc. | Compass Group PLC | Pilgrim’s Pride Corporation | US Foods Holding Corp. | | Avnet, Inc. | Dollar General Corporation | TD SYNNEX Corporation | WESCO International, Inc. | | Archer-Daniels-Midland Company | Dollar Tree, Inc. | Sysco Corporation | W.W. Grainger, Inc. | | Bunge Limited | Genuine Parts Company | Tyson Foods, Inc. | | | CDW Corporation | Mondelez International, Inc. | United Natural Foods, Inc. | |

  77. Peer Group

    This peer group is composed of companies of similar size and stature in our foodservice distribution industry or related industries. With respect to fiscal 2024 compensation decisions, Archer-Daniels-Midland Company and Mondelez International, Inc. were added to the peer group to reflect the current size and scope of the Company. Meridian analyzed target compensation levels for senior executives benchmarked against the updated compensation peer group. Based on this evaluation, Meridian recommended, and the Compensation Committee determined, to set total target direct compensation (comprised of base salary, cash bonus opportunity at target, and long-term equity incentive opportunity at target) at levels that, in the aggregate, approximate the median of the peer group.

  78. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS We do not typically enter into formal employment agreements with our executive officers. However, as noted below, we have an employment agreement with Mr. Holm. In addition, we have an employment agreement with Mr. McPherson, which was entered into an employment agreement with the Company on September 1, 2021 in connection with the Company’s acquisition of Core-Mark. The employment agreement provided for an initial term of two years with automatic one-year renewals thereafter unless terminated by either the Company or Mr. McPherson. On September 1, 2023, Mr. McPherson’s employment agreement was terminated, with Mr. McPherson continuing as an at-will employee. For the employment agreement and offer letters, the Severance Plan supersedes any similar provisions in such agreements.

  79. SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM

    SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM Mr. Holm’s employment agreement provides that he serves as President and Chief Executive Officer for an initial term of three years that automatically extends for successive automatic one-year periods, unless we or Mr. Holm elect not to extend the term by providing 30 days’ advance notice. Mr. Holm’s employment agreement establishes: (1) an initial base salary, subject to discretionary annual increases; (2) eligibility to receive an annual bonus, with a target amount equal to 100% of his base salary if performance targets set by the Compensation Committee are achieved, which he may elect to receive as shares of our common stock; and (3) a requirement that he purchase $2 million of our common stock. Mr. Holm is also entitled to participate in all employee benefit and fringe plans made available to our employees generally. Mr. Holm’s employment agreement also contains restrictive covenants, including an indefinite covenant not to disclose confidential information and not to disparage us, and, during Mr. Holm’s employment and for the one-year period following the termination of his employment, covenants related to non-competition and non-solicitation of our employees, customers, or suppliers.

  80. SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM

    | 64 | |

  81. SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM

    Mr. Holm, like our other NEOs, is also eligible for severance benefits following certain terminations of employment pursuant to the Severance Plan. See “Potential Payments Upon Termination or Change in Control” for a description of these provisions.

  82. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN In January 2020, the Board of Directors adopted the Performance Food Group Company Deferred Compensation Plan (as amended on February 14, 2023 and August 21, 2024, the “Deferred Compensation Plan”) under which (i) individuals whose position qualifies for an equity grant under the 2015 Omnibus Incentive Plan for the fiscal year that ends within the Deferred Compensation Plan’s year or (ii) members of the Board of Directors can defer (a) receipt of up to 50% of his or her base salary for employees or 100% of his or her cash retainer for directors and/or (b) up to 75% of his or her payout under the AIP. Each of our NEOs is eligible to participate in the Deferred Compensation Plan; however, currently, none of our NEOs participate. A participant in the Deferred Compensation Plan may elect a distribution date, subject to the limitations imposed by the Deferred Compensation Plan committee, on which deferred amounts (including discretionary employer contributions, to the extent applicable) will be paid (or commence in the case of installments); provided, however, that all deferral accounts will be paid (or commence in the case of installments) in the event of the participant’s separation of service, death or disability. With respect to distribution, a participant’s deferral account will be paid, at the election of the participant, either in (i) a lump sum or (ii) annual installments over a period of five (5), ten (10) or fifteen (15) years. In February 2023, the Deferred Compensation Plan was amended to allow participants to change the timing and/or the form of payment of a previous election made by the participant for a distribution upon a specified date at least five (5) years from the date such payment would otherwise have been made, subject to certain conditions. Participants in the Deferred Compensation Plan are eligible, but not guaranteed, to receive discretionary employer contributions, which will generally vest in accordance with the vesting schedule under the Performance Food Group Employee Savings Plan. A participant who is making a deferral election will be asked to specify the distribution date and form of payment with respect to any discretionary employer contributions that such participant may receive for the applicable Deferred Compensation Plan year. Any discretionary employer contributions that are not vested as of a participant’s separation from service shall immediately be forfeited at such time. The Company will establish an account on each participant’s behalf to track his or her deferrals. Each participant may choose from a variety of investment fund options available under the Deferred Compensation Plan and the account will be adjusted based on the performance of the applicable funds and the investment directions. The investment choices may be changed in accordance with the rules and procedures established by the Deferred Compensation Plan committee. Any such deferral elections are irrevocable for the applicable Deferred Compensation Plan year other than in the event a participant receives a distribution from the Deferred Compensation Plan due to an unforeseeable emergency.

  83. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 2024 Proxy Statement | 65 |

  84. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | GEORGE L. HOLM | 2024 | 1,200,000 | 7,000,153 | 2,089,427 | 73,469 | 10,363,049 | | Chairman and | 2023 | 1,167,308 | 6,000,052 | 2,260,401 | 59,782 | 9,487,543 | | Chief Executive Officer | 2022 | 1,075,000 | 5,000,035 | 2,523,675 | 61,801 | 8,660,511 | | H. PATRICK HATCHER | 2024 | 630,769 | 1,600,054 | 754,515 | 77,092 | 3,062,430 | | Executive Vice President and | 2023 | 486,898 | 1,600,080 | 625,443 | 34,797 | 2,747,218 | | Chief Financial Officer | | | | | | | | CRAIG H. HOSKINS | 2024 | 665,385 | 2,750,054 | 979,419 | 82,281 | 4,477,139 | | President and | 2023 | 605,750 | 2,750,049 | 784,861 | 54,174 | 4,194,834 | | Chief Operating Officer | 2022 | 551,848 | 2,300,117 | 845,614 | 62,401 | 3,759,980 | | PATRICK T. HAGERTY | 2024 | 620,192 | 1,600,054 | 725,496 | 76,921 | 3,022,662 | | Executive Vice President and | 2023 | 585,077 | 1,600,080 | 753,467 | 65,126 | 3,003,750 | | Chief Commercial Officer | 2022 | 551,848 | 2,300,102 | 845,614 | 52,942 | 3,750,506 | | SCOTT E. MCPHERSON | 2024 | 646,927 | 1,200,108 | 855,527 | 37,695 | 2,740,257 | | Executive Vice President and | 2023 | 606,602 | 1,000,081 | 766,048 | 20,014 | 2,392,745 | | Chief Field Operations Officer | | | | | | |

  86. Summary Compensation Table

    (1) Effective August 22, 2023, Mr. Hatcher’s salary was increased to $650,000, Mr. Hoskins's salary was increased to $675,000, and Mr. Hagerty's salary was increased to $625,000. Effective January 1, 2024, Mr. McPherson's salary was increased to $660,000. (2) Amounts shown in this column include the grant date fair value, calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and using the assumptions discussed in Note 18, “Stock-based Compensation,” of the audited financial statements in our Annual Report, of the performance shares and restricted stock granted in fiscal 2024, as described under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2024 Long-Term Equity Incentive Grants.” With respect to the performance shares granted in fiscal 2024, 100% vest according to Relative TSR. Therefore, they are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718. Accordingly, they have no maximum grant date fair values that differ from the grant date fair values presented in the table. (3) Amounts shown in this column reflect amounts earned under our AIP. Amounts reported under All Other Compensation for fiscal 2024 include: (i) contributions to our 401(k) plan on behalf of our NEOs, including annual STAR Contributions under our 401(k) plan, as follows: Mr. Holm, annual STAR Contribution of $16,500; Mr. Hatcher matching contributions of $13,191, Mr. Hoskins, matching contribution of $12,425 and annual STAR Contribution of $16,500; Mr. Hagerty, matching contribution of $11,988 and annual STAR Contribution of $16,500; and Mr. McPherson, matching contribution of $12,411; (ii) annual auto allowances; (iii) fees for participation in our executive health programs; (iv) the incremental additional cost of spouse travel and meals for business events to which spouses are invited (including a related “gross-up” for payment of taxes in the amount of $11,435 for Mr. Holm, $8,917 for Mr. Hatcher, $9,052 for Mr. Hoskins, $3,254 for Mr. Hagerty, and $865 for Mr. McPherson) for Mr. Holm ($30,474), Mr. Hatcher ($26,136), Mr. Hoskins ($24,251), Mr. Hagerty ($7,439), and Mr. McPherson ($3,211); (v) gifts (including a tax “gross-up” related to gifts in the amount of $869 for Mr. Holm, $3,653 for Mr. Hatcher, $1,144 for Mr. Hoskins, $4,512 for Mr. Hagerty, and $1,188 for Mr. McPherson) for Mr. Holm ( $1,926), Mr. Hatcher ($11,239), Mr. Hoskins ($2,536), Mr. Hagerty ($14,278), and Mr. McPherson ($3,018); and (vi) amounts with respect to the payment of life insurance premiums as follows: $569 for Mr. Holm, $526 for Mr. Hatcher, $569 for Mr. Hoskins, $441 for Mr. Hagerty, and $555 for Mr. McPherson.

  87. Summary Compensation Table

    | 2024 Proxy Statement | 67 |

  88. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards to our NEOs during fiscal 2024.

  89. Fiscal 2024 Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | GRANT DATE FAIR VALUE OF STOCK | | NAME | GRANT DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS(3) (#) | AWARDS(4) ($) | | GEORGE L. | | 2024 AIP | 864,000 | 1,800,000 | 2,700,000 | | | | | | | HOLM | 8/23/2023 | Performance Shares | | | | 27,724 | 55,447 | 110,894 | | 4,200,110 | | | 8/23/2023 | Restricted Stock | | | | | | | 45,411 | 2,800,042 | | H. PATRICK | | 2024 AIP | 312,000 | 650,000 | 975,000 | | | | | | | HATCHER | 8/22/2023 | Performance Shares | | | | 6,407 | 12,814 | 25,628 | | 960,025 | | | 8/22/2023 | Restricted Stock | | | | | | | 10,494 | 640,029 | | CRAIG H. | | 2024 AIP | 405,000 | 843,750 | 1,265,625 | | | | | | | HOSKINS | 8/22/2023 | Performance Shares | | | | 11,012 | 22,024 | 44,048 | | 1,650,038 | | | 8/22/2023 | Restricted Stock | | | | | | | 18,036 | 1,100,016 | | PATRICK T. | | 2024 AIP | 300,000 | 625,000 | 937,500 | | | | | | | HAGERTY | 8/22/2023 | Performance Shares | | | | 6,407 | 12,814 | 25,628 | | 960,025 | | | 8/22/2023 | Restricted Stock | | | | | | | 10,494 | 640,029 | | SCOTT E. | | 2024 AIP | 353,769 | 737,019 | 1,105,529 | | | | | | | MCPHERSON | 8/22/2023 | Performance Shares | | | | 4,806 | 9,611 | 19,222 | | 720,056 | | | 8/22/2023 | Restricted Stock | | | | | | | 7,871 | 480,052 |

  90. Fiscal 2024 Grants of Plan-Based Awards

    (1) Amounts represent awards payable under our AIP. See “Compensation Discussion and Analysis—Executive Compensation Program Elements—Cash Bonus Opportunities—Annual Cash Bonus Opportunity” above for a description of our AIP. Actual amounts paid under our fiscal 2024 AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Reflects the number of shares that will vest for the applicable level of performance under the performance share portion of the fiscal 2024 grants made pursuant to the 2015 Omnibus Incentive Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2024 Long-Term Equity Incentive Grants.” (3) Reflects the time-based restricted stock portion of the fiscal 2024 grants made pursuant to the 2015 Omnibus Incentive Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2024 Long-Term Equity Incentive Grants.” The grant date fair value of the performance shares that vest according to Relative TSR was computed in accordance with FASB ASC Topic 718 as of the grant date.

  91. Fiscal 2024 Grants of Plan-Based Awards

    | 68 | |

  92. Narrative To Summary Compensation Table and Fiscal 2024 Grants of Plan-Based Awards

    Narrative To Summary Compensation Table and Fiscal 2024 Grants of Plan-Based Awards

  93. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards made to our NEOs as of June 29, 2024.

  94. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(7) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | GEORGE L. HOLM | 9/30/2015 | 318,921 | — | 19.00 | 9/30/2025 | | | | | | | 8/9/2016 | 194,131 | — | 26.57 | 8/9/2026 | | | | | | | 9/21/2017 | 120,679 | — | 28.80 | 9/21/2027 | | | | | | | 9/10/2018 | 105,070 | — | 32.50 | 9/10/2028 | | | | | | | 8/17/2021 | | | | | 14,736 | 974,197 | | | | | 8/17/2021 | | | | | | | 89,442 | 5,913,011 | | | 8/25/2022 | | | | | 31,016 | 2,050,468 | | | | | 8/25/2022 | | | | | | | 105,790 | 6,993,777 | | | 8/23/2023 | | | | | 45,411 | 3,002,121 | | | | | 8/23/2023 | | | | | | | 55,447 | 3,665,601 | | H. PATRICK HATCHER | 8/17/2021 | | | | | 1,216 | 80,390 | | | | | 8/25/2022 | | | | | 9,564 | 632,276 | | | | | 8/25/2022 | | | | | | | 28,212 | 1,865,095 | | | 8/22/2023 | | | | | 10,494 | 693,758 | | | | | 8/22/2023 | | | | | | | 12,814 | 847,134 | | CRAIG H. HOSKINS | 8/17/2021 | | | | | 3,832 | 253,334 | | | | | 8/17/2021 | | | | | | | 23,256 | 1,537,454 | | | 1/1/2022 | | | | | 2,907 | 192,182 | | | | | 1/1/2022 | | | | | | | 18,419 | 1,217,680 | | | 8/25/2022 | | | | | 14,216 | 939,820 | | | | | 8/25/2022 | | | | | | | 48,488 | 3,205,542 | | | 8/22/2023 | | | | | 18,036 | 1,192,360 | | | | | 8/22/2023 | | | | | | | 22,024 | 1,456,007 |

  95. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 2024 Proxy Statement | 69 |

  96. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(7) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | PATRICK T. HAGERTY | 9/30/2015 | 36,934 | — | 19.00 | 9/30/2025 | | | | | | | 8/9/2016 | 27,401 | — | 26.57 | 8/9/2026 | | | | | | | 9/21/2017 | 19,081 | — | 28.80 | 9/21/2027 | | | | | | | 9/10/2018 | 18,913 | — | 32.50 | 9/10/2028 | | | | | | | 8/17/2021 | | | | | 3,832 | 253,334 | | | | | 8/17/2021 | | | | | | | 23,256 | 1,537,454 | | | 1/1/2022 | | | | | 10,896 | 720,335 | | | | | 8/25/2022 | | | | | 8,272 | 546,862 | | | | | 8/25/2022 | | | | | | | 28,212 | 1,865,095 | | | 8/22/2023 | | | | | 10,494 | 693,758 | | | | | 8/22/2023 | | | | | | | 12,814 | 847,134 | | SCOTT E. MCPHERSON | 2/16/2022 | | | | | 1,456 | 96,256 | | | | | 2/16/2022 | | | | | | | 6,151 | 406,643 | | | 9/2/2022 | | | | | 5,430 | 358,977 | | | | | 9/2/2022 | | | | | | | 18,520 | 1,224,357 | | | 8/22/2023 | | | | | 7,871 | 520,352 | | | | | 8/22/2023 | | | | | | | 9,611 | 635,383 |

  97. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    Represents fully-vested time-vesting and time and performance-vesting options. Options in this column granted on September 30, 2015, represent time and performance-vesting options granted pursuant to the 2007 Amended and Restated Management Option Plan (the “2007 Management Option Plan”) and time-vesting options granted pursuant to the 2015 Omnibus Incentive Plan. Options in this column granted on August 9, 2016, September 21, 2017, and September 10, 2018 represent time-vesting options granted pursuant to the 2015 Omnibus Incentive Plan. (2) Represents time-vesting restricted stock granted pursuant to the 2015 Omnibus Incentive Plan. Restricted stock in this column vests in three equal annual installments on each of the first three anniversaries of the date of grant, except for the restricted stock in this column granted on January 1, 2022 to Mr. Hagerty which vests in two equal installments on the second and third anniversary of the grant date and the one-time grant of restricted stock in connection with Mr. Hatcher's promotion dated August 25, 2022 which vests in total at the end of the three-year vesting period. (3) Based on $66.11, the closing price of our common stock on June 28, 2024, the last trading day on the NYSE of fiscal 2024. (4) The performance shares granted on August 17, 2021, January 1, 2022, and February 16, 2022 vested based on the Company’s achievement of the Relative TSR performance measure with respect to the period that began on July 4, 2021, and ended on June 29, 2024, as determined by the Compensation Committee on August 15, 2024. The achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect the actual amounts based on 185.56% of target performance for Relative TSR. (5) The performance shares granted on August 25, 2022 and September 2, 2022, will vest, if at all, based on the Company’s achievement of Relative TSR with respect to the period that began on July 3, 2022, and ends on June 28, 2025, as determined by the Compensation Committee following the end of fiscal 2025. As of June 29, 2024, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect amounts based on maximum performance for Relative TSR. The actual number of shares that will vest with respect to the performance shares is not yet determinable. The performance shares granted on August 22, 2023 and August 23, 2023, will vest, if at all, based on the Company’s achievement of Relative TSR with respect to the period that began on July 2, 2023, and ends on June 27, 2026, as determined by the Compensation Committee following the end of fiscal 2026. As of June 29, 2024, the achievement level with respect to Relative TSR was between threshold and target performance. Accordingly, the number of shares reported in the table reflect amounts based on target performance for Relative TSR. The actual number of shares that will vest with respect to the performance shares is not yet determinable.

  98. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 70 | |

  99. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to our NEOs regarding options exercised and stock vested during fiscal 2024.

  100. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#)(2) | VALUE REALIZED ON VESTING ($)(3) | | GEORGE L. HOLM | — | — | 167,889 | 10,331,353 | | H. PATRICK HATCHER | — | — | 10,076 | 628,776 | | CRAIG H. HOSKINS | — | — | 41,454 | 2,583,028 | | PATRICK T. HAGERTY | — | — | 46,473 | 2,954,314 | | SCOTT E. MCPHERSON | — | — | 38,690 | 2,514,646 |

  101. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    (1) We report the value realized on exercise as the difference between the fair market value of the shares acquired on exercise and the exercise price of the stock option. (2) Represents the vesting of one third of the shares of time-based restricted stock granted on August 18, 2020, August 17, 2021, January 1, 2022, February 16, 2022, and August 25, 2022. the full vesting of the one-time grants of restricted stock on August 18, 2020, one third of the shares of time-based restricted stock units granted on September 1, 2021 and one half of the shares of restricted stock granted to Mr. Hagerty on January 1, 2022. Additionally, the performance shares granted on August 18, 2020, vested based on the Company’s achievement of the performance metric (Relative TSR) with respect to the period that began on June 28, 2020 and ended on July 1, 2023, as determined by the Compensation Committee on August 22, 2023. The achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect the actual amounts based on 186.3% of target performance for Relative TSR. (3) Represents the value realized on each grants’ respective vesting date.

  102. FISCAL 2024 PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION

    FISCAL 2024 PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION We have no pension benefits or non-qualified deferred compensation for our executive officers, including our NEOs.

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have agreed to provide payments or other benefits to our NEOs under certain scenarios related to a termination of employment pursuant to the terms of the Severance Plan and pursuant to the agreements under which equity awards have been granted. This section describes those payments and benefits and events that trigger them.

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2024 Proxy Statement | 71 |

  105. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2024, the annual total compensation of our CEO was $10,383,386 and the annual total compensation of our median employee, other than our CEO, was $82,729. As a result, we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee for fiscal 2024 was 126 to 1. To identify the median employee, we used the following methodology: • We determined that, as of June 29, 2024, our employee population (including employees of our consolidated subsidiaries) totaled approximately 36,595 full-time, part-time and temporary employees in North America. As permitted under SEC rules, we excluded from our employee population 672 associates who became employees of the Company during fiscal 2024 due to acquisitions completed during the fiscal year. • To identify the median employee from our employee population, we first determined the amount of each employee’s annual total compensation for fiscal 2024. For this purpose, annual total compensation refers to the sum of an employee’s annual salary and wages and fiscal 2024 bonus paid under the AIP. In making this determination, we annualized the compensation of any full-time employees who were hired in fiscal 2024 but did not work for us for the entire fiscal year. • We then identified our median employee from our employee population by arraying and sorting our employee population from highest to lowest annual total compensation and then choosing the employee whose annual total compensation ranked in middle of the population. • After identifying our median employee, we calculated the annual total compensation for the median employee and for the CEO in the following manner: The median employee’s annual total compensation was calculated based on the same methodology used to determine our NEOs’ annual total compensation as reported in the Summary Compensation Table included on page 67 of this Proxy Statement plus the value of the median employee’s fiscal 2024 health and welfare benefits (i.e., $12,811). The annual total compensation of the CEO was based on the amount reported for the CEO in the “Total” column of our Summary Compensation Table included on page 67 of this Proxy Statement plus the value of the CEO’s fiscal 2024 health and welfare benefits (i.e., $20,337). In calculating pay ratios, the SEC allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their pay ratios.

  106. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding “compensation actually paid” to the Company’s CEO and other NEOs, along with the cumulative TSR of the Company and the S&P MidCap 400 Food, Beverage & Tobacco Index, the Company’s net income, and the Company’s Adjusted EBITDA, which is considered the most important financial measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered fiscal year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  107. Pay Versus Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(5) | Compensation Table Total for Other NEOs(2) | Compensation Actually Paid to Other NEOs(2)(5) | Company Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income | Adjusted EBITDA(4) | | Fiscal 2024 | $10,363,049 | $12,212,482 | $3,325,622 | $3,851,723 | $237.12 | $143.00 | $435.9 | $1,506.1 | | Fiscal 2023 | $9,487,543 | $16,029,890 | $2,676,478 | $3,979,424 | $216.07 | $141.90 | $397.2 | $1,363.4 | | Fiscal 2022 | $8,660,511 | $8,228,369 | $3,245,862 | $3,196,126 | $169.80 | $127.29 | $112.5 | $1,019.8 | | Fiscal 2021 | $8,228,550 | $14,307,114 | $2,564,703 | $3,763,424 | $172.13 | $149.38 | $40.7 | $625.3 |

  108. Pay Versus Performance

    (1) The amounts in these columns reflect the Summary Compensation Table and Compensation Actually Paid totals, respectively, for Mr. Holm for fiscal years 2021–2024. Mr. Holm was our principal executive officer for fiscal 2021-2024. See footnote 5 below for additional information on the calculation of “compensation actually paid.” (2) The amounts in these columns reflect the average Summary Compensation Table and average Compensation Actual Paid totals, respectively, for our non-CEO NEOs. For fiscal 2024, our non-CEO NEOs were Messrs. Hatcher, Hagerty, Hoskins and McPherson. For fiscal 2023, our non-CEO NEOs were Messrs. Hatcher, Hope, Hagerty, Hoskins and McPherson. For fiscal 2022 and 2021, our non-CEO NEOs were Messrs. Hope, Hagerty, Hoskins and King. See footnote 5 below for additional information on the calculation of “compensation actually paid.” (3) The calculation of TSR is based on the value of an initial fixed investment of $100 from the beginning of fiscal 2021 through the end of fiscal 2024 in the table, assuming reinvestment of dividends. The peer group TSR is represented by the S&P MidCap 400 Food, Beverage & Tobacco Industry Group Index. (4) Adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP. (5) SEC rules require certain adjustments be made to the Summary Compensation Table amounts to calculate the “compensation actually paid” amounts. The following table details these adjustments:

  109. Pay Versus Performance

    | Year | Executives | Summary Compensation Table Total | Deduct Stock Awards(a) | Add Equity Award Adjustment(b) | Compensation Actually Paid | | Fiscal 2024 | CEO | $10,363,049 | $7,000,153 | $8,849,586 | $12,212,482 | | | Other NEOs | $3,325,622 | $1,787,568 | $2,313,669 | $3,851,723 | | Fiscal 2023 | CEO | $9,487,543 | $6,000,052 | $12,542,399 | $16,029,890 | | | Other NEOs | $2,676,478 | $1,390,058 | $2,693,004 | $3,979,424 | | Fiscal 2022 | CEO | $8,660,511 | $5,000,035 | $4,567,893 | $8,228,369 | | | Other NEOs | $3,245,862 | $1,800,088 | $1,750,352 | $3,196,126 | | Fiscal 2021 | CEO | $8,228,550 | $5,350,123 | $11,428,687 | $14,307,114 | | | Other NEOs | $2,564,703 | $1,237,613 | $2,436,334 | $3,763,424 |

  110. Pay Versus Performance

    (a) Represents the amounts reported in the Stock Awards column in the Summary Compensation Table. (b) SEC rules require certain adjustments be made to equity awards totals to determine “compensation actually paid.” (i) add the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) add the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) add, for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; add, for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);

  111. Pay Versus Performance

    | 2024 Proxy Statement | 77 |

  112. Pay Versus Performance

    (v) subtract, for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) add the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. This adjustment is not applicable to PFG as no dividends are paid on equity. The following table details these adjustments.

  113. Pay Versus Performance

    | | | Unvested Awards | | Vested Awards | | | | | Year | Executives | Year End Fair Value of Equity Awards Granted During Year and Outstanding and Unvested at Year End ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year ($) | Change as of Vesting Date From Prior Year End of Prior Awards That Vested During Year ($) | Deduct Forfeited Awards (Fair Value at End of Prior Year) ($) | Equity Award Adjustment ($) | | Fiscal 2024 | CEO | 6,692,674 | 1,939,171 | — | 217,741 | — | 8,849,586 | | | Other NEOs | 1,727,913 | 474,155 | — | 111,601 | — | 2,313,669 | | Fiscal 2023 | CEO | 7,211,752 | 4,890,740 | — | 746,381 | (306,474) | 12,542,399 | | | Other NEOs | 1,682,870 | 920,813 | — | 177,154 | (87,833) | 2,693,004 | | Fiscal 2022 | CEO | 5,225,446 | (258,337) | — | (177,714) | (221,502) | 4,567,893 | | | Other NEOs | 1,881,048 | (53,935) | — | (39,573) | (37,188) | 1,750,352 | | Fiscal 2021 | CEO | 7,720,265 | 2,682,515 | — | 1,102,538 | (76,631) | 11,428,687 | | | Other NEOs | 1,786,194 | 477,960 | — | 184,548 | (12,368) | 2,436,334 |

  114. DIRECTOR NOMINEES FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT (PROXY ACCESS)

    DIRECTOR NOMINEES FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT (PROXY ACCESS) Our Bylaws permit a stockholder (or group of stockholders (up to 20)) who has owned a significant amount of Company common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (the greater of two or up to 20% of the Board) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. To be included in the Company’s proxy statement for the 2025 Annual Meeting, the proposing stockholder(s) must send notice and the required information to the Secretary so that it is received not earlier than May 13, 2025, nor later than June 12, 2025.

  115. DIRECTOR NOMINEES FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT (PROXY ACCESS)

    | 98 | |