DEF 14A of Performance Food Group Co
Filed Oct 10, 2025 · FY20250001193125-25-237108
Fiscal Year 2025 Compensation Highlights
Fiscal Year 2025 Compensation Highlights Our current executive compensation program is intended to achieve two fundamental objectives: (i) attract, motivate, and retain high-caliber talent; and (ii) align executive compensation with achievement of our overall business goals and stockholder interests. 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.
Fiscal Year 2025 Compensation Highlights
| 10 | 2025 Proxy Statement |
Fiscal Year 2025 Compensation Highlights
| Table of Contents | |
Fiscal Year 2025 Compensation Highlights
| Message from Our Chairman and Chief Executive Officer | 1 | | Notice of 2025 Virtual Annual Meeting of Stockholders | 3 | | Proxy Summary | 4 | | Corporate Governance at Performance Food Group | 13 | | PROPOSAL 01 Election of Directors | 13 | | Director Nomination Process | 14 | | Director Qualifications and Expertise | 16 | | Nominees for Election to the Board of Directors | 17 | | The Board’s Role and Responsibilities | 24 | | Oversight of Business Strategy | 24 | | Oversight of Sustainability Strategy | 24 | | Oversight of Risk Management | 25 | | Oversight of Cybersecurity and Information Security | 25 | | Management Succession Planning | 26 | | Communications with the Board | 26 | | Code of Business Conduct | 26 | | Board Structure | 26 | | Selection of Chairman of the Board and Chief Executive Officer | 27 | | Lead Director | 27 | | Director Independence and Independence Determinations | 28 | | Executive Sessions | 28 | | Board Committees | 28 | | Special Committees | 33 | | Board Practices, Processes and Policies | 33 | | The Board of Directors and Certain Governance Matters | 33 | | Board Meetings and Attendance | 33 | | Committee Charters and Corporate Governance Guidelines | 33 | | Director Service on Other Public Company Boards | 33 | | Board Performance Evaluations | 34 |
Fiscal Year 2025 Compensation Highlights
| Director Orientation and Continuing Education | 35 | | Transactions with Related Persons | 35 | | Sustainability | 37 | | Compensation of Directors | 39 | | Director Compensation for Fiscal 2025 | 39 | | Stock Ownership Guidelines | 40 | | Audit Matters | 41 | | PROPOSAL 02 Ratification of Independent Registered Public Accounting Firm | 41 | | Audit and Non-Audit Fees | 41 | | Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 42 | | Report of the Audit and Finance Committee | 42 | | Executive Officers of the Company | 43 | | Stockholder Engagement | 45 | | Executive Compensation | 46 | | PROPOSAL 03 Advisory Vote on Named Executive Officer Compensation | 46 | | Report of the Human Capital and Compensation Committee | 47 | | Compensation Committee Interlocks and Insider Participation | 47 | | Compensation Discussion and Analysis | 48 | | Leadership Changes | 48 | | Executive Summary | 48 | | Business Highlights for Fiscal 2025 | 49 | | Executive Compensation Program Objectives and Overview | 50 | | Fiscal 2025 Executive Total Targeted Compensation Mix | 50 | | Compensation Practices | 51 | | Say on Frequency Vote | 52 |
Fiscal Year 2025 Compensation Highlights
| CEO Pay Ratio Disclosure | 74 | | Our Practices Related to Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information | 74 | | Pay Versus Performance | 75 | | Relationship Between Pay and Financial Performance | 77 | | Financial Performance Measures | 78 | | Equity Compensation Plan Information | 79 | | Ownership of Securities | 80 | | Beneficial Ownership | 80 | | Instructions for the Virtual Annual Meeting | 82 | | General Information | 83 | | Questions and Answers about Voting and the Annual Meeting | 83 | | Stockholder Proposals for the 2026 Annual Meeting | 86 | | Other Business | 87 | | Appendix A Reconciliation of Non-GAAP Items | A-1 |
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.”
Director Nominees
Director Nominees
Director Nominees
| | Barbara J. Beck | | | Age: 65 Director since: 2019 Committees: Human Capital and Compensation (Chair); Nominating and Corporate Governance | | Other Public Company Directorships: Ecolab Inc. (February 2008 - May 2024) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Ms. Beck brings extensive expertise in strategic management, global operations, organizational growth, and talent development. With a strong track record of scaling businesses, leading through market shifts, and executing strategic plans to maximize profitability, she enhances the Board’s oversight of PFG’s growth strategy. | | | • | As CEO of Learning Care Group, she managed over 900 schools and 21,000 employees in the U.S., Hong Kong, and Indonesia, developing her expertise in managing large-scale operations across complex regulatory environments. | | • | As President of Manpower EMEA, she expanded revenue from $5 billion to $9 billion and oversaw operations in Europe (excluding France) the Middle East, Africa and Russia, acquiring a deep understanding of global workforce management and operational efficiency. | | • | During her tenure on Ecolab's board, the company underwent significant strategic M&A transactions, including its $8.3 billion merger with Nalco and the approximately $3.7 billion acquisition of Purolite. | | CAREER HIGHLIGHTS American Securities LLC – a private equity firm | | | • | Executive Advisor (since 2019) | | Learning Care Group, Inc. – a global for-profit early education provider | | | • | CEO (2011 - 2019) | | Manpower Inc. – a global workforce solutions company | | | • | President, EMEA Operations (2006 - 2011) | | • | EVP, U.S. and Canada (2002 - 2005) | | Sprint Corporation – a global communications company | | | • | Various operating and leadership roles (1987 - 2002) | | EDUCATION | | | • | B.S., University of Colorado |
Director Nominees
| | Danielle M. Brown | | | Age: 54 Director since: 2024 Committees: Audit and Finance; Technology and Cybersecurity | | Other Public Company Directorships: PRA Group, Inc. (January 2019 - August 2024) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Ms. Brown has over 25 years of senior leadership experience driving digital transformation, operational excellence and strategic innovation across global enterprises in consumer and manufacturing sectors. Her deep expertise with emerging technologies, MA&D technology integration and carve-out and cybersecurity strengthens PFG’s ability to harness technology and data for accelerated value creation. | | | • | As Chief Information Officer at Whirlpool, Ms. Brown has led the modernization of the company’s global IT platforms and infrastructure to enhance customer experience and product innovation, driving business value internationally. | | • | At DuPont, she led revenue optimization initiatives and expanded customer reach resulting in improved cash flow and working capital management. Her efforts contributed to productivity gains and supported strategic MA&D efforts for key business functions. | | • | Prior service on the Audit, Compensation, and Risk board committees at PRA Group further demonstrate her financial oversight capabilities and risk management expertise. | | CAREER HIGHLIGHTS | | | Whirlpool Corporation – a global appliance company | | | • | SVP and Chief Information Officer (since November 2020) | | Brunswick Corporation – a global leader in marine products | | | • | Chief Information Officer (2016 - November 2020) | | Dupont de Nemours, Inc. – a multinational chemicals company | | | • | Various roles (2000 - 2016), including business CIO and other leadership positions overseeing global IT transformation | | EDUCATION | | | • | B.S. in Computer Science, Indiana University of Pennsylvania | | • | M.S. in Information Science, Pennsylvania State University | | • | MBA, Drexel University |
Director Nominees
| | 17 |
Director Nominees
| | William F. Dawson, Jr. | | | Age: 61 Director since: 2015 Committees: Audit and Finance; Technology and Cybersecurity | | Other Public Company Directorships: None | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG With over three decades of private equity leadership, Mr. Dawson brings an investor perspective and deep expertise in finance, investment, capital markets, risk management and M&A, along with direct experience in the food distribution industry. His background enhances the Board’s oversight of capital allocation and strategic growth initiatives. Mr. Dawson has served as a director of the Company since 2002, prior to its IPO in 2015. | | | • | At Wellspring Capital Management, Mr. Dawson led and co-sponsored several of the firm’s most successful investments and oversaw numerous portfolio companies across distribution, consumer services, healthcare, energy services, and industrials. | | • | Throughout his career, Mr. Dawson has been involved in numerous acquisitions and recapitalization transactions, as well as leveraged financing and restructuring. | | • | Mr. Dawson’s extensive knowledge of the Company’s culture, operations and evolving market environment provides valuable skills for strategic decision-making, risk management and long-term planning. | | CAREER HIGHLIGHTS Northway Partners LLC – a private investment firm | | | • | Chairman and Chief Executive Officer (since 2022) | | Wellspring Capital Management Group LLC – a leading middle-market private equity firm | | | • | Chair, Investment Committee (2004 - December 2021) | | • | Co-Executive Chairman (December 2020 - December 2021) | | • | Chief Executive Officer (2014 - December 2020) | | Whitney & Co. – a private equity firm | | | • | Partner, Head of Middle-Market Buyout Group (2000 - 2001) | | Donaldson, Lufkin & Jenrette Securities Corporation – an investment bank | | | • | Various operating and leadership roles (1987 - 2002) | | EDUCATION | | | • | B.S., St. Francis College | | • | MBA, Harvard Business School |
Director Nominees
| | Scott D. Ferguson | | | Age: 51 Director since: 2025 Committees: Audit and Finance | | Other Public Company Directorships: US Foods Holding Corp. (May 2022 - February 2024); Olin Corporation (February 2020 - November 2022); Elanco Animal Health Incorporated (December 2020 - September 2022); Autodesk, Inc. (March 2016 - June 2017) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Ferguson brings extensive operational, financial and entrepreneurial expertise to the Board. Mr. Ferguson also has significant experience with strategy and risk management oversight as well as corporate governance gained through service on other public company boards. He also brings important investor perspectives to the Board. | | | • | Mr. Ferguson has substantial experience in the foodservice distribution industry through his prior service on the board of US Foods Holding Corp., another leading foodservice distributor in the U.S., and current service on the Supervisory Board of Delivery Hero SE, a global food delivery company. | | • | As the founder, managing partner and portfolio manager of Sachem Head Capital Management, a value-oriented investment management firm which manages over $4 billion in assets, Mr. Ferguson has extensive investment and finance experience. | | • | Mr. Ferguson’s most recent board service on the Nominating and Corporate Governance and the Executive board committees at US Foods further demonstrate his corporate governance expertise. | | CAREER HIGHLIGHTS Sachem Head Capital Management – a value-oriented investment management firm | | | • | Founder, Managing Partner and Portfolio Manager (since 2012) | | Pershing Square Capital Management – an investment fund | | | • | Partner (2003 - 2012) | | American Industrial Partners – a private equity firm | | | • | Vice President (1999 - 2001) | | McKinsey & Company – a global management consulting firm | | | • | Business Analyst (1996 - 1999) | | EDUCATION | | | • | A.B., Stanford University | | • | MBA, Harvard Business School |
Director Nominees
| 18 | 2025 Proxy Statement |
Director Nominees
| | Manuel A. Fernandez | | | Age: 79 Director since: 2017 Committees: Human Capital and Compensation; Nominating and Corporate Governance; Technology and Cybersecurity | | Other Public Company Directorships: Leggett & Platt, Inc. (May 2014 - May 2025); Brunswick Corporation (1997 - October 2020); Time, Inc. (2014 - 2018); TIBCO Software Inc. (2014); Flowers Foods, Inc. (2005 - 2015); Sysco Corporation (2006 - 2013); Stanley Black & Decker Inc. (1999 - 2012) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Fernandez contributes extensive experience as both a public company executive and director, offering valuable expertise in strategic planning, innovation, technology, M&A, corporate governance, foodservice industry, distribution and operations. His background and leadership strengthen the Board’s ability to drive growth, navigate the dynamic market landscape and oversee performance. | | | • | At SI Ventures, Mr. Fernandez has guided investments in information technology and communications, bringing deep insights into emerging growth opportunities. He founded Gavilan Computer Corporation, which developed one of the first portable computers. | | • | As Chairman and CEO of Gartner, Mr. Fernandez grew annual revenue from $40 million to nearly $1 billion and took the company public in 1993, demonstrating his ability to oversee technology-driven transformational growth. | | • | As a public company board member, he oversaw several significant acquisitions, including Flowers Foods’ regional bakery acquisitions that drove geographic and market expansion and Leggett & Platt’s $1.25 billion acquisition of Elite Comfort Solutions that added critical technological capabilities. | | CAREER HIGHLIGHTS SI Ventures – a venture capital firm focused on information technology and communications infrastructure | | | • | Managing Director (since 1998) | | Gartner, Inc. – a global research and advisory company | | | • | Chairman (1991 - 2001) | | • | Chief Executive Officer (1991 - 2000) | | Dataquest, Inc. – a technology research and advisory company | | | • | Chairman and Chief Executive Officer (1984 - 1991) | | Gavilan Computer Corporation – a computer manufacturer | | | • | Founder, Chairman and Chief Executive Officer (1982 - 1984) | | Zilog Incorporated – a semiconductor company | | | • | Chairman and Chief Executive Officer (1979 - 1982) | | EDUCATION | | | • | B.S., Electrical Engineering, University of Florida | | • | M.S., University of Florida |
Director Nominees
| | Laura Flanagan | | | Age: 58 Director since: 2021 Committees: Audit and Finance; Technology and Cybersecurity | | Other Public Company Directorships: Mission Produce, Inc. (since June 2025); Topgolf Callaway Brands Corp. (November 2018 - May 2025); Core-Mark Holding Company, Inc. (June 2016 - September 2021) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Ms. Flanagan is an accomplished executive with over 25 years of leadership experience driving growth and innovation in the food and beverage industry. Her deep industry knowledge and understanding of customer and restaurant trends combined with expertise in strategic planning, marketing, M&A, margin transformation, operations, and logistics make her a valuable contributor to the Board. | | | • | As a board member at Core-Mark, known formerly as one of the largest wholesale distributors to the convenience store channel, Ms. Flanagan provided oversight of the company’s $2.5 billion acquisition by PFG and its subsequent integration. Ms. Flanagan was Chair of the Nominating/Governance Committee. | | • | As a board member at TopGolf Callaway, Ms. Flanagan oversaw the growth of over 100 TopGolf restaurants and entertainment venues around the world. | | • | As CEO of Foster Farms, she led one of the U.S.’s ten largest poultry and turkey processors and drove significant growth, particularly in its foodservice and restaurant chain business. Foster Farms also operated one of the largest private trucking fleets in the U.S. | | • | As President of ConAgra Foods’ Snacks Division, she oversaw one of North America’s leading suppliers of packaged foods, demonstrating expertise in large-scale food manufacturing and distribution operations. | | CAREER HIGHLIGHTS Ripple Foods – a plant-based food and beverage company | | | • | Chief Executive Officer (October 2019 - January 2025) | | Foster Farms – a leader in poultry products and refrigerated distribution | | | • | Chief Executive Officer (2016 - 2019) | | ConAgra Foods, Inc. – a packaged foods company | | | • | President, Snacks Division (2011 - 2014) | | • | President, Convenient Meals Division (2008 - 2011) | | PepsiCo Inc. – a global food and beverage company | | | • | Vice President and Chief Marketing Officer, Tropicana Shelf Stable Juices (2005 - 2008) | | • | Various marketing leadership positions (2001 - 2005) | | General Mills, Inc – a global food company | | | • | Various marketing leadership roles (1996 - 2000) | | EDUCATION | | | • | B.S. in Engineering, Case Western Reserve University | | • | MBA, Stanford Graduate School of Business |
Director Nominees
| | 19 |
Director Nominees
| | Matthew C. Flanigan | | | Age: 63 Director since: 2019 Committees: Audit and Finance (Chair); Technology and Cybersecurity | | Other Public Company Directorships: Jack Henry & Associates (since 2007); Fast Radius, Inc. (January 2022 - February 2023); Leggett & Platt, Incorporated (May 2010 - May 2019) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Flanigan brings a broad range of experience in public company financial management, business analytics, compliance, risk management, public reporting, strategic planning and M&A. His significant executive and public company board experience as well as his audit committee expertise make him well qualified to provide oversight over PFG’s capital allocation and financial strategy. | | | • | During his tenure as Chief Financial Officer of Leggett & Platt, the company acquired Elite Comfort Solutions for $1.25 billion, showcasing his ability to execute complex M&A transactions. | | • | At Leggett & Platt, he oversaw the company’s financial planning strategy, which included restructuring and divestiture efforts, supporting long-term value creation and operational efficiency. During his tenure as CFO, Leggett & Platt became an S&P 500 company. | | • | As Vice Chairman and Lead Director of Jack Henry & Associates, an S&P 500 leading financial technology company, Mr. Flanigan brings strong governance experience, financial oversight and strategic insight into customer-focused innovation and digital transformation. | | CAREER HIGHLIGHTS Leggett & Platt, Incorporated – a global manufacturer of engineered components and products | | | • | Chief Financial Officer (2003 - 2019) and Executive Vice President (2005 - 2019) | | • | President, Office Furniture and Plastics Components Groups (1999 - 2003) | | Société Générale - Dallas – the domestic lending operation of a large multinational bank | | | • | First Vice President and Manager (1990 - 1997) | | • | Vice President (1987 - 1990) | | EDUCATION | | | • | B.S. in Business Administration and Finance, University of Missouri-Columbia |
Director Nominees
| | Kimberly S. Grant | | | Age: 54 Director since: 2017 Committees: Human Capital and Compensation; Nominating and Corporate Governance (Chair) | | Other Public Company Directorships: None | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG With over 30 years of experience in the restaurant and hospitality industry, Ms. Grant provides a deep understanding of customer insights and the evolving market dynamics of the foodservice industry and is considered a restaurant industry expert. In addition to her significant experience in operations, she has gained expertise in finance, sales, strategic planning, risk management, corporate governance and strategic capital allocation. | | | • | As CEO of Nando’s Restaurant Group, USA, Ms. Grant leads the South African brand’s strategic expansion across a competitive casual dining market, strengthening its presence and performance in the region. | | • | As former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts, she oversaw operations for 621 restaurant and bar outlets across 127 properties in 47 countries, driving global brand consistency and operational excellence. | | • | During her career at ThinkFoodGroup, Ms. Grant led the growth of an omni-channel revenue model, scaling a celebrity chef business across restaurants, retail, endorsements, sponsorship, media and entertainment ventures. | | CAREER HIGHLIGHTS Nando’s Restaurant Group, USA – a casual restaurant group with over 1,200 locations world-wide | | | • | Chief Executive Officer (since April 2025) | | Four Seasons Hotels and Resorts – a global luxury hospitality company | | | • | Global Head, Restaurants and Bars (February 2022 - August 2023) | | ThinkFoodGroup – a global hospitality management company, which operates dining concepts created by two-star Michelin awarded chef José Andrés | | | • | Chief Executive Officer (2014 - March 2020) | | Ruby Tuesday, Inc. – a casual dining restaurant chain | | | • | President and Chief Operations Officer (2003 - 2013) | | • | Various operations and finance leadership roles (1992 - 2003) | | EDUCATION | | | • | B.S. in Hotel and Restaurant Management, Thomas Edison State University | | • | M.S. in Banking and Financial Services Management, Boston University |
Director Nominees
| 20 | 2025 Proxy Statement |
Director Nominees
| | George L. Holm | | | Age: 70 Director since: 2015 Committees: None | | Other Public Company Directorships: None | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Holm has more than 40 years of executive and operational experience in the foodservice distribution industry. As PFG’s Chairman and CEO, Mr. Holm brings to the Board his leadership, financial, risk and human capital management, and corporate governance skills, providing valuable insights into PFG’s growth strategy and performance in a competitive market environment. Mr. Holm has served as a director of the Company since 2002, prior to its IPO in 2015. | | | • | Mr. Holm founded and grew Vistar into a $3.5 billion company that was purchased by the Blackstone Group in 2007. | | • | He became President and Chief Executive Officer of PFG when it was acquired by Vistar Corporation in May 2008. Prior to that, he served as President and Chief Executive Officer of Vistar, which he founded in 2002. He then led the Company through its expansion into the broadline foodservice distribution industry and its subsequent IPO in 2015. | | • | Mr. Holm presided over the growth of PFG’s net sales from $15 billion when the Company went public in 2015 to $63.3 billion at the close of fiscal 2025, delivering exceptional stockholder value with market cap growth from $2 billion to approximately $14 billion. | | CAREER HIGHLIGHTS Performance Food Group | | | • | Chairman of the Board (since 2019) | | • | Chief Executive Officer (since 2008) | | Vistar Corporation – a multi-channel food, snack and beverage distributor (merged with PFG in 2008) | | | • | Founder, President and Chief Executive Officer (2002 - 2008) | | Sysco Corporation – a foodservice and distribution company | | | • | Various senior leadership roles (1982 - 2000) | | US Foods – a foodservice and distribution company | | | • | EVP (2000 - 2001) | | EDUCATION | | | • | B.S. in Business Administration, Grand Canyon University |
Director Nominees
| | Jeffrey M. Overly | | | Age: 67 Director since: 2015 Committees: Human Capital and Compensation; Nominating and Corporate Governance | | Other Public Company Directorships: (see below for directorships outside of the U.S.) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Overly brings a strong combination of operational expertise with deep experience in logistics, risk management, safety, and strategic planning. His background, including public company leadership roles, enhances the Board’s ability to evaluate growth opportunities, improve operational efficiency and deliver long-term stockholder value. Mr. Overly has served as a director of the Company since 2013, prior to its IPO in 2015. | | | • | Mr. Overly demonstrated operational leadership and provided strategic guidance across numerous Blackstone portfolio companies focused on value creation through supply chain optimization, lean manufacturing and performance improvement. | | • | At Kohler Company, he helped oversee the company’s supply chain management and distribution of finished products through a complex network of regional distribution centers, driving operational efficiency and integration. | | • | Mr. Overly brings expertise in governance and risk management through his service as board chairperson at Sona Comstar (since 2021), traded on the Bombay Stock Exchange and National Stock Exchange of India, and has held prior board roles at various Blackstone portfolio companies. | | CAREER HIGHLIGHTS The Blackstone Group – a global alternative assets investment firm | | | • | Operating Partner (2008 - 2018) | | Pinnacle Foods Inc. – a packaged foods company | | | • | Board Member (2009 - 2014) | | Kohler Company – a global manufacturing company | | | • | Vice President, Global Fixture Operations (2005 - 2008) | | Delphi Corporation – an automotive parts company | | | • | Various global operations and engineering positions (1999 - 2005) | | General Motors Corporation – an automotive company | | | • | Various global operations and engineering positions (1980 - 1999) | | EDUCATION | | | • | B.S., Industrial Management, University of Cincinnati | | • | MBA, Central Michigan University |
Director Nominees
| | 21 |
Director Nominees
| | David V. Singer | | | Age: 70 Director since: 2019 Committees: Audit and Finance; Technology and Cybersecurity | | Other Public Company Directorships: Brunswick Corporation (since 2013); SPX Flow, Inc. (January 2013 - April 2022); Flowers Foods, Inc. (2010 - May 2020); Hanesbrands, Inc. (2014 - April 2020); Snyder’s-Lance, Inc. (2003 - 2014) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Singer offers significant industry knowledge with a strong track record of value creation through strategic transformation in the consumer packaged goods industry. Through his executive leadership and board experience, he has gained expertise in governance, financial oversight, corporate finance, risk management, human capital management and M&A. | | | • | Mr. Singer led a turnaround of Lance, driving improvements across the supply chain, sales, marketing and distribution functions, while instilling a culture of strategic focus and data-driven decision-making throughout the organization. | | • | He guided Lance’s transformative merger with Snyder’s of Hanover, creating the second-largest salty snack company in the U.S. with $1.6 billion in combined revenues and one of the nation’s largest direct store delivery networks. | | • | During Mr. Singer’s tenure as CEO of Snyder’s-Lance, the company’s revenues and profits approximately tripled, establishing a strong foundation for sustained growth and value creation. | | CAREER HIGHLIGHTS Snyder’s-Lance, Inc. – a global manufacturer and marketer of snack foods | | | • | Chief Executive Officer (2010 - 2013) | | Lance, Inc. – a snack food company | | | • | President and Chief Executive Officer (2005 - 2010, until merger with Snyder’s of Hanover, Inc.) | | Coca-Cola Bottling Co. Consolidated – a beverage manufacturer and distributor | | | • | Executive Vice President (2000 - 2005) | | • | Chief Financial Officer (1987 - 2000) | | • | Vice President, Treasurer (1986 - 1987) | | BNY Mellon NA – a national bank | | | • | Vice President, Banker (1979 - 1986) | | EDUCATION | | | • | B.S., The Pennsylvania State University | | • | MBA, The Pennsylvania State University |
Director Nominees
| | Randall N. Spratt | | | Age: 73 Director since: 2018 Committees: Audit and Finance; Technology and Cybersecurity (Chair) | | Other Public Company Directorships: Imperva, Inc. (2016 - 2019) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Spratt brings deep experience in leading information technology for a global distributor company, providing valuable guidance on technology infrastructure, digital capabilities, artificial intelligence, cybersecurity, data management and operations optimization, further strengthening the Board’s oversight and decision-making. | | | • | As CIO and CTO at McKesson, Mr. Spratt led global technology initiatives, driving digital transformation, large-scale systems’ integration and operational efficiency while strengthening cybersecurity across a complex, multinational organization. He also gained substantial experience in M&A integration. | | • | In his executive roles, Mr. Spratt focused on operational optimization, where he developed deep expertise in data-driven process improvements, strategic planning and risk management. | | • | As a former board member of Imperva, a pioneer in data security solutions, Mr. Spratt brings critical cybersecurity and data protection expertise that supports the Board’s robust oversight over technology-related risks and opportunities. | | CAREER HIGHLIGHTS McKesson Corporation – a global pharmaceutical distribution services and information technology company | | | • | Executive Vice President, Chief Information Officer and Chief Technology Officer (2009 - 2015) | | • | Chief Information Officer (2005 - 2009) | | • | Chief Process Officer, McKesson Provider Technologies (2003 - 2005) | | • | Senior Vice President, Imaging, Technology and Business Process Improvement (2000 - 2003) | | EDUCATION | | | • | B.S. in Biology, University of Utah |
Director Nominees
| 22 | 2025 Proxy Statement |
Director Nominees
| | Warren M. Thompson | | | Age: 66 Director since: 2020 Committees: Human Capital and Compensation; Nominating and Corporate Governance | | Other Public Company Directorships: Sizzle Acquisition Corp. II (since April 2025); Duke Realty Corp. (January 2019 - October 2022); Federal Realty Investment Trust (2007 - 2019); Sizzle Acquisition Corp. (November 2021- February 2024); Hilb Rogal & Hobbs Co. (2004 - 2008) | |
Director Nominees
| SPECIFIC EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS RELEVANT TO PFG Mr. Thompson is an accomplished entrepreneur with over 35 years of executive leadership in the foodservice and hospitality industry, contributing to the Board’s firsthand customer perspectives, along with extensive experience in operations, sales and marketing, financial management, strategic planning and human capital management. | | | • | As Founder and Chairman of Thompson Hospitality for over 30 years, he built and led one of the largest restaurant, food service and facilities management companies in the U.S., delivering sustained growth. | | • | He was a member of the Restaurant Fast Track Management Development Program at Marriott and held 15 positions over a nine-year period, gaining significant expertise in large-scale operations, organizational development and customer service excellence across multiple foodservice and hospitality functions. | | • | Having served on multiple public company boards, Mr. Thompson brings valuable perspectives on corporate governance, financial oversight and value-creation strategies. | | CAREER HIGHLIGHTS Thompson Hospitality Corporation – a retail food and facilities management firm | | | • | Founder and Chairman (since 1992) | | Marriott Corporation – a global hospitality company | | | • | Vice President of Operations, Host Division (1989 - 1992) | | • | Various roles of increasing responsibility (1983 - 1989) | | EDUCATION | | | • | B.A. in Managerial Economics, Hampden-Sydney College | | • | MBA, University of Virginia, Darden School of Business Administration |
Director Nominees
| | 23 |
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The table below provides compensation information for our non-employee directors for the fiscal year ended June 28, 2025.
Director Compensation for Fiscal 2025
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | BARBARA J. BECK(3) | 62,500 | 305,017 | 367,517 | | DANIELLE M. BROWN(4) | 53,365 | 180,011 | 233,377 | | WILLIAM F. DAWSON, JR. | 105,000 | 180,011 | 285,011 | | MANUEL A. FERNANDEZ | 105,000 | 280,082 | 385,082 | | LAURA FLANAGAN | 105,000 | 180,011 | 285,011 | | MATTHEW C. FLANIGAN | 130,000 | 180,011 | 310,011 | | KIMBERLY S. GRANT | 122,283 | 180,011 | 302,294 | | JEFFREY M. OVERLY | 107,717 | 180,011 | 287,729 | | DAVID V. SINGER | 105,000 | 180,011 | 285,011 | | RANDALL N. SPRATT | 120,000 | 180,011 | 300,011 | | WARREN M. THOMPSON | 105,000 | 180,011 | 285,011 |
Director Compensation for Fiscal 2025
(1) Amounts reported reflect cash retainer fees earned by our non-employee directors during fiscal 2025. (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 19, 2024. The aggregate number of restricted stock units outstanding or deferred stock units, as applicable, as of June 28, 2025, for our non-employee directors was as follows: 3,682 deferred stock units for Ms. Beck, 2,173 restricted stock units for Ms. Brown, 2,173 deferred stock units for Mr. Dawson, 3,381 deferred stock units for Mr. Fernandez, 2,173 restricted stock units for Ms. Flanagan, 2,173 restricted stock units for Mr. Flanigan, 2,173 restricted stock units for Ms. Grant, 2,173 deferred stock units for Mr. Overly, 2,173 restricted stock units for Mr. Singer, 2,173 restricted stock units for Mr. Spratt, and 2,173 restricted stock units for Mr. Thompson. (3) Ms. Beck elected to receive her calendar 2025 cash retainer in deferred stock units. Ms. Brown elected to participate in the Deferred Compensation Plan with respect to her calendar 2025 cash retainer.
Director Compensation for Fiscal 2025
| | 39 |
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:
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 |
DIRECTORS
The shares counted toward these ownership requirements include shares of common stock owned 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, the independent compensation advisor to the Compensation Committee, reviewed our Director Guidelines and confirmed that they are consistent with the corresponding practices of our peer group. As of September 30, 2025, each of our directors has met the applicable ownership level, except for Ms. Brown, who was appointed as a director on June 28, 2024.
DIRECTORS
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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 2026. | |
DIRECTORS
The Audit and Finance Committee has selected Deloitte & Touche LLP ("Deloitte") to serve as our independent registered public accounting firm for fiscal 2026. 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.
COMPETITIVE COMPENSATION
COMPETITIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW
EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW Our current executive compensation program is intended to achieve two fundamental objectives: • attract, motivate, and retain high-caliber talent; and • align executive compensation with achievement of our overall business goals, and stockholder interests. In structuring our current executive compensation program, we are guided by the following basic philosophies: 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. These individual compensation elements are intended to create a total compensation package for each NEO that we believe achieves our compensation objectives and provides competitive compensation opportunities.
ALL NEO COMPENSATION MIX
| | Base Salary: Compensation to recognize ongoing performance of job responsibilities. Cash Incentive Opportunity: Compensation “at-risk” and designed to encourage the achievement of annual business goals. Long-Term Equity Incentive Opportunity: Compensation “at-risk” and designed to encourage the creation of stockholder value and the achievement of long-term business goals. |
WHAT WE DO
| | Performance-Driven Pay: We allocate a significant ratio of target executive compensation opportunities to performance-based equity incentives that deliver value only if we achieve preset rigorous annual and long-term performance goals tied to stockholder value. | | | Pay Aligned to Peers: We target median compensation levels and benchmark market data of our peer group companies when making executive compensation decisions. | | | Annual Say-on-Pay: We hold an annual advisory Say-on-Pay vote concerning executive compensation, with 97%+ stockholder support over the past 5 years. | | | Clawbacks: Our clawback policy subjects sign-on grants, incentive cash, and/or equity awards to clawbacks in the event of a financial statement restatement or an error in the calculation of such incentive-based or equity-based compensation, regardless of fraud or misconduct. | | | Stock Ownership Requirements: We apply mandatory stock ownership guidelines for executive officers and directors. | | | Independent Compensation Consulting Firm Reports Directly to the Compensation Committee: Our Compensation Committee engages an independent compensation consulting firm, that does not provide any other services to our Company, to provide counsel, make recommendations and evaluate risk in our compensation programs. | | | Double-Trigger Severance Agreements: We maintain double-trigger equity award vesting acceleration upon involuntary termination following a change in control (“CIC”). | | | Robust insider trading requirements and restrictions: We maintain a Securities Trading Policy requiring directors, executive officers and certain other employees to pre-clear transactions in our securities with the General Counsel. | | | Annual Compensation Risk Assessment: We perform an annual risk assessment of our compensation programs with the assistance of our independent compensation consulting firm. |
WHAT WE DON’T DO
| | No excise tax gross-ups upon a CIC for executive officers. | | | 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. |
AIP
AIP
Payout
Payout
Payout
| | | | | | | |
Payout
Executive Compensation
CASH BONUS OPPORTUNITIES
CASH BONUS OPPORTUNITIES
Annual Cash Bonus Opportunity
Annual Cash Bonus Opportunity The AIP 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.
Fiscal 2025 AIP
Fiscal 2025 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 2025 (40% of the overall AIP), (ii) Adjusted EBITDA growth for fiscal 2025 (40% of overall AIP), and (iii) strategic initiatives (20% of overall AIP). Payouts related to each metric for the fiscal 2025 AIP had a range from 50% of target payout upon achieving a threshold performance level to 200% of target payout upon achieving the maximum performance level. 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 safety improvement and increases in Foodservice cases sold to Convenience customers .
HOW AIP IS CALCULATED
HOW AIP IS CALCULATED
HOW AIP IS CALCULATED
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HOW AIP IS CALCULATED
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:
HOW AIP IS CALCULATED
| PERFORMANCE MEASURE | METRICS | TARGET PAYOUT OF THE OVERALL AIP | THRESHOLD | TARGET | MAXIMUM | PAYOUT OF % OF TARGET | | Profitability | Net Sales | | | | | 137.9% | | | Adjusted EBITDA | | | | | 97.9% | | Strategic Initiatives | Accidents per Million Miles | | | | | 128.75% | | | Recordable Case Rates | | | | | | | | Foodservice into Convenience | | | | | | | Total | | 100% | | | | 120.0% |
HOW AIP IS CALCULATED
The AIP performance targets and goals exclude Cheney Bros., Inc., which was acquired by the Company during fiscal 2025. As noted in the table above, the net sales goal was exceeded based on actual performance versus the pre-established target, although adjusted EBITDA actual results were slightly below the pre-established target. In addition, the Compensation Committee confirmed achievement of 200% of the safety strategic initiatives metric based upon year-over-year improvement in accidents per million miles and recordable case rates versus pre-established targets. The Compensation Committee further confirmed achievement of 57.5% of the Foodservice into Convenience strategic initiative metric based upon increases in Foodservice cases sold to Convenience customers against pre-established targets.
HOW AIP IS CALCULATED
| NOTES: • The maximum payout for all metrics is 200% of target. Net sales and Adjusted EBITDA financial metrics were achieved at 137.9% and 97.9%, respectively, as shown above. Strategic initiatives performance metrics were achieved at 128.75% as shown above. • Net Sales is defined as fiscal 2025 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 2025 net income before interest expense, income taxes, depreciation and amortization and further adjusted to exclude certain items. |
HOW AIP IS CALCULATED
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HOW AIP IS CALCULATED
The following table illustrates the calculation of the cash bonus paid to each NEO under the fiscal 2025 AIP in light of these performance results and achievement of strategic objectives.
HOW AIP IS CALCULATED
| | Full Fiscal Year 2025 Base Salary(1) | Target Bonus % | AIP Target Opportunity | Payout % of Target | Fiscal Year 2025 AIP Payout(2) | | GEORGE L. HOLM Chairman & Chief Executive Officer | $1,200,000 | 160% | $1,920,000 | 120.0% | $2,304,946 | | H. PATRICK HATCHER EVP & Chief Financial Officer | $682,500 | 100% | $682,500 | 120.0% | $819,336 | | CRAIG H. HOSKINS EVP & Chief Development Officer | $708,750 | 135% | $956,813 | 120.0% | $1,148,647 | | SCOTT E. MCPHERSON President & Chief Operating Officer | $721,030 | 135% | $973,391 | 120.0% | $1,168,549 | | A. BRENT KING EVP, General Counsel & Secretary | $567,000 | 100% | $567,000 | 120.0% | $680,679 |
HOW AIP IS CALCULATED
(1) Mr. McPherson's full fiscal year 2025 base salary has been prorated to reflect Mr. McPherson's salary increase to $750,000 from $693,000 effective January 1, 2025. (2) Due to rounding, the AIP Target Opportunity and Payout % of Target do not recalculate precisely to the Fiscal Year 2025 AIP Payout. In addition to the 2025 AIP, on May 16, 2025, the Compensation Committee awarded Mr. King a discretionary cash bonus of $30,000. The Compensation Committee awarded the discretionary cash bonus to Mr. King in recognition of his leadership in outstanding M&A results regarding regulatory matters.
LONG-TERM EQUITY INCENTIVE AWARDS
LONG-TERM EQUITY INCENTIVE AWARDS We believe that the NEOs’ long-term compensation should be directly linked to the value we deliver to our stockholders. Equity awards to the NEOs are designed to provide long-term incentive opportunities over a period of several years and align compensation with the creation of stockholder value and achievement of business goals. We make annual grants under our 2024 Omnibus Incentive Plan that provide a mix of performance shares and time-based restricted stock. Previously, our executives received grants under our 2015 Omnibus Incentive Plan until the approval of the 2024 Omnibus Incentive Plan at the 2024 Annual Meeting in November 2024. For fiscal 2025, to support the goal of continued executive stock ownership and enhance the focus on performance, the weight of restricted stock awards for senior management was 40% and the weight of performance share awards tied to multi-year performance results for senior management, including our NEOs, was 60%. Annual award levels are established based on a review of competitive market practice, internal equity considerations and other factors as the Compensation Committee deems appropriate.
Fiscal 2025 Long-Term Equity Incentive Grants
Fiscal 2025 Long-Term Equity Incentive Grants For fiscal 2025, the Compensation Committee approved the following long-term equity incentive awards to each of the NEOs as follows:
Fiscal 2025 Long-Term Equity Incentive Grants
| NAME | TOTAL GRANT VALUE ($) | PERFORMANCE SHARES | RESTRICTED STOCK | | GEORGE L. HOLM | 8,000,107 | 50,110 | 43,058 | | H. PATRICK HATCHER | 1,600,028 | 10,227 | 8,753 | | CRAIG H. HOSKINS | 2,750,064 | 17,578 | 15,044 | | SCOTT E. MCPHERSON | 2,050,088 | 10,227 | 14,076 | | A. BRENT KING | 1,200,110 | 7,671 | 6,565 |
Fiscal 2025 Long-Term Equity Incentive Grants
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Fiscal 2025 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 June 30, 2024, and ends on July 3, 2027), if the applicable performance goals are attained. 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.
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. For the performance share awards granted in August 2024, the earned amounts will be determined based on the following performance and payout scales during each of the TSR measurement periods:
Performance Shares
| PERFORMANCE | RELATIVE TSR RANKING | TARGET PAYOUT % | | Threshold | 30th percentile | 25% | | Target | 60th percentile | 100% | | Maximum | 80th percentile | 200% |
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.
Performance Shares
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Performance Shares
For the most recently completed performance cycle (ended June 28, 2025) for awards granted in August 2022 (the “2022 Performance Grants”), the earned amounts were determined based on the following performance and payout scales:
Performance Shares
| PERFORMANCE | RELATIVE TSR RANKING | TARGET PAYOUT % | | Threshold | 40th percentile | 50% | | Target | 60th percentile | 100% | | Outstanding/Maximum | 80th percentile | 200% |
Performance Shares
The table below sets forth the Company's Relative TSR ranking as compared to the Russell 1000 Index during the performance period ended June 28, 2025, which resulted in a payout of 171.60% of target of the 2022 Performance Grants.
Performance Shares
| Measurement Period | Weight | Percentile Rank of the Russell 1000 Index | Performance Multiplier | | One-year measurement period ended July 1, 2023 | 25% | 69.06% | 145.30% | | Two-year measurement period ended June 29, 2024 | 25% | 71.07% | 155.37% | | Three-year measurement period ended June 28, 2025 | 50% | 78.57% | 192.86% | | Weighted average payout of the three nested measurement periods | | | 171.60% |
Performance Shares
The table below sets forth the shares earned by the NEOs for the 2022 Performance Grants based on actual performance during the performance period and the payout scales above:
Performance Shares
| NAME | 2022-2025 RELATIVE TSR SHARES | | GEORGE L. HOLM | 90,768 | | H. PATRICK HATCHER | 24,206 | | CRAIG H. HOSKINS | 41,603 | | SCOTT E. MCPHERSON | 15,890 | | A. BRENT KING | 16,642 |
Performance Shares
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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. See “Potential Payments Upon Termination or Change in Control” for descriptions of these potential benefits.
SEVERANCE AND OTHER BENEFITS
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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 2025, 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 2025, 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. |
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:
Peer Group
| 2025 Peer Group Albertsons Companies Arrow-Electronics, Inc. Avnet, Inc. Archer-Daniels-Midland Company Bunge Limited CDW Corporation Compass Group PLC Dollar General Corporation Dollar Tree, Inc. Genuine Parts Company Mondelez International, Inc. TD SYNNEX Corporation Sysco Corporation The Kraft Heinz Company Tyson Foods, Inc. United Natural Foods, Inc. US Foods Holding Corp. WESCO International, Inc. |
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 2025 compensation decisions, Albertsons Companies and The Kraft Heinz Company were added to the peer group and Pilgrim's Pride Corporation and W.W. Grainger, Inc. were removed from the peer group to reflect the current size and scope of the Company. Meridian analyzed total target direct compensation (comprised of base salary, target cash bonus opportunity, and long-target long-term equity incentive opportunity) levels for senior executives benchmarked against the fiscal 2025 peer group. The Compensation Committee then used the market data as a reference point for evaluating executive compensation levels. Based on this evaluation, Meridian recommended, and the Compensation Committee determined, to set total target direct compensation (comprised of base salary, target cash bonus opportunity, and long-target long-term equity incentive opportunity) at levels that, in the aggregate, approximate or lag the median of the peer group.
ANNUAL COMPENSATION PROGRAM RISK ASSESSMENT
ANNUAL COMPENSATION PROGRAM RISK ASSESSMENT In August 2025, the Compensation Committee (with the assistance of management and Meridian) completed its annual review of our compensation programs and practices and concluded that the risks arising from such programs are not reasonably likely to have a material adverse effect on our operations. While risk is inherent in any strategy for growth, the Company’s programs minimize risk through the following design elements, among others: • Annual total compensation benchmarking relative to appropriate data sources and adjusted for size; • Multiple financial performance goals in the annual incentive plan with reasonable maximum payout limits; • Compensation Committee discretion to adjust payouts, as needed; • Appropriate balance of fixed and at-risk compensation, as well as an appropriate balance of cash and equity-based compensation; • Stock grants that occur each year, with overlapping performance cycles and multi-year vesting; • Use of relative TSR in the long-term plan to balance internally-set financial goals in the short-term plan; Compensation Committee that is actively involved in setting short- and long-term incentive performance targets and payout intervals, typically over a series of meetings;
ANNUAL COMPENSATION PROGRAM RISK ASSESSMENT
A clawback policy that applies to both cash and equity, as described under “—Clawback Policy” below; • Existence of stock ownership guidelines and holding requirements, as described under “—Stock Ownership Guidelines” below; • Reasonable severance arrangements, as described under “—Severance and Other Benefits” above; and • Anti-hedging policy and anti-pledging policy for directors and executive officers, as described under “—Hedging and Pledging Policies” below.
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. For the employment agreement and offer letters, the Severance Plan supersedes any similar provisions in such agreements.
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.
SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM
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SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM
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. 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.
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 or 2024 Omnibus Incentive Plans 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. Patrick Hatcher participated in the Deferred Compensation Plan during fiscal 2025. Messrs. Holm, Hoskins, King and McPherson did not participate in the Deferred Compensation Plan during fiscal 2025. The following table provides information regarding executive contributions and related company matches, earnings, and account balances under the Deferred Compensation Plan for Mr. Hatcher during fiscal year 2025. Mr. Hatcher did not make any withdrawals or receive any distributions under the Deferred Compensation Plan with respect to fiscal year 2025.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
| Name | Executive Contributions ($)(1) | PFG Contributions ($)(2) | Aggregate Earnings ($)(3) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at June 28, 2025 ($)(4) | | H. PATRICK HATCHER | 7,225 | — | 7,039 | — | 59,120 |
NON-QUALIFIED DEFERRED COMPENSATION PLAN
(1) Amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table. (3) Amounts in this column are not included in the Summary Compensation Table as the Deferred Compensation Plan provides participants with a subset of investment elections available to all eligible employees under the Company's 401(k) Plan. (4) The aggregate balance reflects $20,088 of contributions previously reported as compensation for Mr. Hatcher in the Summary Compensation Table in prior years. 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.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
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NON-QUALIFIED DEFERRED COMPENSATION PLAN
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.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
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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.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | GEORGE L. HOLM | 2025 | 1,200,000 | — | 8,000,107 | 2,304,946 | 156,009 | 11,661,062 | | Chairman and | 2024 | 1,200,000 | — | 7,000,153 | 2,089,427 | 73,469 | 10,363,049 | | Chief Executive Officer | 2023 | 1,167,308 | — | 6,000,052 | 2,260,401 | 59,782 | 9,487,543 | | H. PATRICK HATCHER | 2025 | 676,250 | — | 1,600,028 | 819,336 | 68,014 | 3,163,628 | | Executive Vice President and | 2024 | 630,769 | — | 1,600,054 | 754,515 | 77,092 | 3,062,430 | | Chief Financial Officer | 2023 | 486,898 | — | 1,600,080 | 625,443 | 34,797 | 2,747,218 | | CRAIG H. HOSKINS | 2025 | 702,260 | — | 2,750,064 | 1,148,647 | 89,128 | 4,690,099 | | Executive Vice President and | 2024 | 665,385 | — | 2,750,054 | 979,419 | 82,281 | 4,477,139 | | Chief Development Officer | 2023 | 605,750 | — | 2,750,049 | 784,861 | 54,174 | 4,194,834 | | SCOTT E. MCPHERSON | 2025 | 712,962 | — | 2,050,088 | 1,168,549 | 72,927 | 4,004,526 | | President and | 2024 | 646,927 | — | 1,200,108 | 855,527 | 37,695 | 2,740,257 | | Chief Operating Officer | 2023 | 606,602 | — | 1,000,081 | 766,048 | 20,014 | 2,392,745 | | A. BRENT KING | 2025 | 561,808 | 30,000(5) | 1,200,110 | 680,679 | 36,077 | 2,508,674 | | Executive Vice President, | | | | | | | | | General Counsel and Secretary | | | | | | | |
Summary Compensation Table
(1) Effective August 15, 2024, Mr. Hatcher’s salary was increased to $682,500, Mr. Hoskins's salary was increased to $708,750, and Mr. King's salary was increased to $567,000. Effective January 1, 2025, Mr. McPherson's salary was increased to $750,000. (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 2025, as described under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2025 Long-Term Equity Incentive Grants.” With respect to the performance shares granted in fiscal 2025, 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. (4) Amounts reported under All Other Compensation for fiscal 2025 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 $12,103; Mr. Hoskins, matching contribution of $12,513 and annual STAR Contribution of $16,500; Mr. McPherson, matching contribution of $12,789; and Mr. King, matching contribution of $13,598; (ii) annual auto allowances, as follows: $24,000 for Mr. Holm and $18,000 each for Mr. Hatcher, Mr. Hoskins, Mr. McPherson, and Mr. King; (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 $48,580 for Mr. Holm, $8,053 for Mr. Hatcher, $14,692 for Mr. Hoskins, $9,711 for Mr. McPherson, and $1,520 for Mr. King) for Mr. Holm ($106,940), Mr. Hatcher ($19,737), Mr. Hoskins ($40,959), Mr. McPherson ($33,018), and Mr. King ($3,446); (v) gifts (including a tax “gross-up” related to gifts in the amount of $2,978 for Mr. Hatcher, $249 for Mr. Hoskins, $200 for Mr. McPherson, and $248 for Mr. King) for Mr. Hatcher ($9,592), Mr. Hoskins ($553), Mr. McPherson ($509), and Mr. King ($550); and (vi) amounts with respect to the payment of life insurance premiums as follows: $569 for Mr. Holm, $582 for Mr. Hatcher, $604 for Mr. Hoskins, $612 for Mr. McPherson, and $483 for Mr. King. Discretionary one-time cash bonus in recognition of Mr. King's leadership in outstanding M&A results regarding regulatory matters.
Summary Compensation Table
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Fiscal 2025 Grants of Plan-Based Awards
Fiscal 2025 Grants of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards to our NEOs during fiscal 2025.
Fiscal 2025 Grants of Plan-Based Awards
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | GRANT DATE FAIR VALUE OF STOCK | | NAME | GRANT DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS (#)(3) | AWARDS ($)(4) | | GEORGE L. | | 2025 AIP | 960,000 | 1,920,000 | 3,840,000 | | | | | | | HOLM | 8/21/2024 | Performance Shares | | | | 12,528 | 50,110 | 100,220 | | 4,800,037 | | | 8/21/2024 | Restricted Stock | | | | | | | 43,058 | 3,200,071 | | H. PATRICK | | 2025 AIP | 341,250 | 682,500 | 1,365,000 | | | | | | | HATCHER | 8/15/2024 | Performance Shares | | | | 2,557 | 10,227 | 20,454 | | 960,008 | | | 8/15/2024 | Restricted Stock | | | | | | | 8,753 | 640,019 | | CRAIG H. | | 2025 AIP | 478,406 | 956,813 | 1,913,625 | | | | | | | HOSKINS | 8/15/2024 | Performance Shares | | | | 4,395 | 17,578 | 35,156 | | 1,650,047 | | | 8/15/2024 | Restricted Stock | | | | | | | 15,044 | 1,100,017 | | SCOTT E. | | 2025 AIP | 486,695 | 973,391 | 1,946,781 | | | | | | | MCPHERSON | 8/15/2024 | Performance Shares | | | | 2,557 | 10,227 | 20,454 | | 960,008 | | | 8/15/2024, 1/1/2025 | Restricted Stock | | | | | | | 14,076 | 1,090,079 | | A. BRENT | | 2025 AIP | 283,500 | 567,000 | 1,134,000 | | | | | | | KING | 8/15/2024 | Performance Shares | | | | 1,918 | 7,671 | 15,342 | | 720,077 | | | 8/15/2024 | Restricted Stock | | | | | | | 6,565 | 480,033 |
Fiscal 2025 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 2025 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 2025 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 2025 Long-Term Equity Incentive Grants.” (3) Reflects the time-based restricted stock portion of the fiscal 2025 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 2025 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.
Fiscal 2025 Grants of Plan-Based Awards
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Narrative to Summary Compensation Table and Fiscal 2025 Grants of Plan-Based Awards
Narrative to Summary Compensation Table and Fiscal 2025 Grants of Plan-Based Awards
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards made to our NEOs as of June 28, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 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 | 106,308 | — | 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 | | | | | | | 8/25/2022 | | | | | | | 90,768 | 7,939,477 | | | 8/25/2022 | | | | | 15,511 | 1,356,747 | | | | | 8/23/2023 | | | | | | | 110,894 | 9,699,898 | | | 8/23/2023 | | | | | 30,276 | 2,648,242 | | | | | 8/21/2024 | | | | | | | 100,220 | 8,766,243 | | | 8/21/2024 | | | | | 43,058 | 3,766,283 | | | | H. PATRICK HATCHER | 8/25/2022 | | | | | | | 16,642 | 1,455,676 | | | 8/25/2022 | | | | | 2,844 | 248,765 | | | | | 8/25/2022 | | | | | | | 7,564 | 661,623 | | | 8/25/2022 | | | | | 3,877 | 339,121 | | | | | 8/22/2023 | | | | | | | 25,628 | 2,241,681 | | | 8/22/2023 | | | | | 6,997 | 612,028 | | | | | 8/15/2024 | | | | | | | 20,454 | 1,789,111 | | | 8/15/2024 | | | | | 8,753 | 765,625 | | | | CRAIG H. HOSKINS | 8/25/2022 | | | | | | | 41,603 | 3,639,014 | | | 8/25/2022 | | | | | 7,109 | 621,824 | | | | | 8/22/2023 | | | | | | | 44,048 | 3,852,879 | | | 8/22/2023 | | | | | 12,025 | 1,051,827 | | | | | 8/15/2024 | | | | | | | 35,156 | 3,075,095 | | | 8/15/2024 | | | | | 15,044 | 1,315,899 | | |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT 2025 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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) | | SCOTT E. MCPHERSON | 9/2/2022 | | | | | | | 15,890 | 1,389,898 | | | 9/2/2022 | | | | | 2,716 | 237,569 | | | | | 8/22/2023 | | | | | | | 19,222 | 1,681,348 | | | 8/22/2023 | | | | | 5,248 | 459,043 | | | | | 8/15/2024 | | | | | | | 20,454 | 1,789,111 | | | 8/15/2024 | | | | | 8,753 | 765,625 | | | | | 1/1/2025 | | | | | 5,323 | 465,603 | | | | A. BRENT KING | 9/21/2017 | 7,865 | — | 28.80 | 9/21/2027 | | | | | | | 9/10/2018 | 12,669 | — | 32.50 | 9/10/2028 | | | | | | | 8/25/2022 | | | | | | | 16,642 | 1,455,676 | | | 8/25/2022 | | | | | 2,844 | 248,765 | | | | | 8/22/2023 | | | | | | | 17,620 | 1,541,221 | | | 8/22/2023 | | | | | 4,811 | 420,818 | | | | | 8/15/2024 | | | | | | | 15,342 | 1,341,965 | | | 8/15/2024 | | | | | 6,565 | 574,241 | | |
OUTSTANDING EQUITY AWARDS AT 2025 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”). 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, subject to continued service, except for 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 $87.47, the closing price of our common stock on June 27, 2025, the last trading day on the NYSE of fiscal 2025. (4) The performance shares granted on August 25, 2022 and September 2, 2022 vested based on the Company’s achievement of the Relative TSR performance measure with respect to the period that began on July 3, 2022, and ended on June 28, 2025, as determined by the Compensation Committee on August 19, 2025. subject to continued service. As of June 28, 2025, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflects the actual amounts based on 171.60% of target performance for Relative TSR. (5) The performance shares granted on August 22, 2023 and August 23, 2023, will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure 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, subject to continued service. As of June 28, 2025, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflects 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 15, 2024 and August 21, 2024, will vest, if at all, based on the Company’s achievement of the Relative TSR performance measure with respect to the period that began on June 30, 2024, and ends on July 3, 2027, as determined by the Compensation Committee following the end of fiscal 2027. As of June 28, 2025, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflects 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.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
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FISCAL 2025 OPTION EXERCISES AND STOCK VESTED
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to our NEOs regarding options exercised and stock vested during fiscal 2025.
FISCAL 2025 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 | 212,613 | 13,941,360 | 134,818 | 9,911,915 | | H. PATRICK HATCHER | — | — | 7,556 | 558,992 | | CRAIG H. HOSKINS | — | — | 61,532 | 4,547,771 | | SCOTT E. MCPHERSON | — | — | 12,944 | 972,085 | | A. BRENT KING | 29,265 | 1,700,027 | 28,168 | 2,066,389 |
FISCAL 2025 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 17, 2021, January 1, 2022, February 16, 2022, August 25, 2022, September 2, 2022, August 22, 2023, and August 23, 2023. Additionally, the performance shares granted on August 17, 2021, January 1, 2022, and February 16, 2022 vested based on the Company’s achievement of the performance metric (Relative TSR) 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. (3) Represents the value realized on each grant’s respective vesting date.
FISCAL 2025 PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION
FISCAL 2025 PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION We have no pension benefits for our executive officers, including our NEOs. Please see "Non-Qualified Deferred Compensation Plan" above for disclosure regarding our Deferred Compensation Plan.
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.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure For fiscal 2025, the annual total compensation of our CEO was $11,681,655 and the annual total compensation of our median employee, other than our CEO, was $86,047. 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 2025 was 136 to 1. To identify the median employee, we used the following methodology: • We determined that, as of June 28, 2025, our employee population (including employees of our consolidated subsidiaries) totaled approximately 38,139 full-time, part-time and temporary employees in North America. As permitted under SEC rules, we excluded from our employee population 4,270 associates who became employees of the Company during fiscal 2025 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 2025. For this purpose, annual total compensation refers to the sum of an employee’s annual salary and wages and fiscal 2025 bonus paid under the AIP. In making this determination, we annualized the compensation of any full-time employees who were hired in fiscal 2025 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 66 of this Proxy Statement plus the value of the median employee’s fiscal 2025 health and welfare benefits (i.e., $13,756). 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 66 of this Proxy Statement plus the value of the CEO’s fiscal 2025 health and welfare benefits (i.e., $20,593). 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.
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.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(5) | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(2)(5) | Company Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income (in millions) | Adjusted EBITDA(4) (in millions) | | Fiscal 2025 | $11,661,062 | $22,419,019 | $3,591,732 | $6,267,110 | $313.74 | $138.91 | $340.2 | $1,766.9 | | 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 |
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 2021–2025. Mr. Holm was our principal executive officer for fiscal 2021-2025. 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 2025, our non-CEO NEOs were Messrs. Hatcher, Hoskins, McPherson, and King. 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 2025 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 directly 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:
Pay Versus Performance
| Year | Executives | Summary Compensation Table Total | Deduct Stock Awards(a) | Add Equity Award Adjustment(b) | Compensation Actually Paid | | Fiscal 2025 | CEO | $11,661,062 | $8,000,107 | $18,758,064 | $22,419,019 | | | Other NEOs | $3,591,732 | $1,900,073 | $4,575,451 | $6,267,110 | | 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 | $3,763,424 |
Pay Versus Performance
(a) Represents the amounts reported in the Stock Awards column in the Summary Compensation Table. (b) SEC rules require certain adjustments be made to equity awards totals to determine “compensation actually paid.” (i) add the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
Pay Versus Performance
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Pay Versus Performance
(ii) add the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) add, for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) add, for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) subtract, for awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) add the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. This adjustment is not applicable to PFG as no dividends are paid on equity. The following table details these adjustments.
Pay Versus Performance
| | | Unvested Awards | | Vested Awards | | | | | Year | Executives | Year End Fair Value of Equity Awards Granted During Year and Outstanding and Unvested at Year End ($) | 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 2025 | CEO | 10,920,488 | 6,838,285 | — | 999,291 | — | 18,758,064 | | | Other NEOs | 2,603,002 | 1,757,434 | — | 215,015 | — | 4,575,451 | | 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 |
Pay Versus Performance
| 76 | 2025 Proxy Statement |
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 2026 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, 2026, nor later than June 12, 2026.
DIRECTOR NOMINEES FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT (PROXY ACCESS)
| 86 | 2025 Proxy Statement |