DEF 14A of Sysco Corp, Oct 5, 2023

DEF 14A of Sysco Corp

Filed Oct 5, 2023 · FY20230001308179-23-001019

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | Name | Age | Director since | Experience | Independent | Committee Memberships(1) | Other Public Company Boards | | | Daniel J. Brutto | 67 | September 2016 | Former President, UPS International and Senior Vice President, United Parcel Service, Inc. | Yes | CGN Executive Sustainability* | • Illinois Tool Works Inc. | | | Francesca DeBiase | 58 | | Former Executive Vice President Chief Global Supply Chain Officer at McDonald’s Corporation | Yes | | • Norfolk Southern Corporation | | | Ali Dibadj | 48 | January 2022 | Chief Executive Officer Janus Henderson Group plc | Yes | Audit Sustainability | • Janus Henderson Group plc | | | Larry C. Glasscock | 75 | September 2010 | Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc. (now Elevance, Inc.) | Yes | CLD CGN* Executive | • Simon Property Group, Inc. | | | Jill M. Golder | 61 | January 2022 | Former Senior Vice President and Chief Financial Officer Cracker Barrell Old Country Store, Inc. | Yes | Audit Sustainability Technology | • ABM Industries, Inc. | | | Bradley M. Halverson | 63 | September 2016 | Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc. | Yes | Audit* CLD Executive | • Constellation Energy Corporation • Lear Corporation • Satellogic, Inc. | | | John M. Hinshaw | 53 | April 2018 | GMD Chief Operating Officer, HSBC Group Management Services, Ltd. | Yes | CGN CLD Technology | | | | Kevin P. Hourican | 50 | February 2020 | President and Chief Executive Officer, Sysco Corporation | No | Executive | | | | Alison Kenney Paul | 65 | January 2022 | Managing Director, Global Alliances Google, Inc. | Yes | CGN CLD* Executive | | | | Edward D. Shirley | 66 | September 2016 | Chairman of the Board, Sysco Corporation | Yes | Audit CLD Executive* | | | | Sheila G. Talton | 70 | September 2017 | President and Chief Executive Officer of Gray Matter Analytics | Yes | CGN Sustainability Technology* Executive | • Deere & Company • OGE Energy Corp. |

  3. DIRECTOR NOMINEES

    | (1) Full committee names are as follows: | | “Audit” – Audit Committee |“CGN” – Corporate Governance and Nominating Committee |“Executive” – Executive Committee | | “CLD” – Compensation and Leadership Development Committee |“Sustainability” – Sustainability Committee |“Technology” – Technology Committee | | * Denotes committee chairperson |

  4. DIRECTOR NOMINEES

    | SYSCO CORPORATION // 2023 Proxy Statement | 7 |

  5. Director Nominee Tenure and Diversity

    Director Nominee Tenure and Diversity

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  7. BOARD OF DIRECTORS

    | • | Oversees Sysco’s enterprise risk management process to ensure it is consistent with the Company’s short- and long-term goals. | | • | Considers enterprise risk in evaluating the Company’s strategy, including specific strategies, and emerging risks. | | • | Monitors specific enterprise risks it has chosen to retain oversight, such as risks related to competitive threats, senior leadership succession planning, cybersecurity and business continuity. |

  8. BOARD OF DIRECTORS

    The Board’s committees help oversee the enterprise risk management process within their respective areas of authority.

  9. BOARD OF DIRECTORS

    | Audit Committee • Reviews the process by which management assesses and manages the Company’s exposure to enterprise risk. • Makes recommendations about the process by which members of the Board and relevant committees will be made aware of the Company’s material enterprise risks, including recommendations regarding which committee would be appropriate to oversee management regarding the Company’s material risks. • Appoints and evaluates our Independent Auditors, reviewing our internal controls over financial and sustainability reporting, overseeing our internal audit function, overseeing customer credit risk, and reviewing contingent liabilities that may be material to the Company. • Oversees risks related to legal and compliance matters, including fraud, ethics, and significant regulatory issues. | Technology Committee • Oversees risks related to cybersecurity and data protection, receiving comprehensive updates from management at least quarterly regarding the Company’s technology and cybersecurity programs. | CLD Committee • Ensures our executive compensation policies and practices do not incentivize excessive or inappropriate risk-taking. • Oversees risks related to the Company’s human capital strategies, including succession planning, leadership development, pay equity, culture, and diversity, equity, and inclusion. | Governance Committee • Ensures proper corporate governance standards are maintained, that the Board consists of qualified directors, and that qualified individuals are chosen as senior officers. • Monitors compliance with the Company’s Global Code of Conduct and Securities Trading Policy and oversees significant related person transactions. | Sustainability Committee • Oversees risks related to environmental and social issues, jointly with the full Board. |

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  11. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

  12. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 67 Director since: September 2016 Committees: • Corporate Governance & Nominating Committee • Sustainability Committee (Chair) • Executive Committee | DANIEL J. BRUTTO | | | Executive Experience: • Mr. Brutto served as President of UPS International and Senior Vice President of United Parcel Service, Inc. (“UPS”), from January 2008 until his retirement in June 2013. • Previously, he served as President, Global Freight Forwarding, for UPS from 2006 to 2007, and corporate controller from 2004 to 2006. • Mr. Brutto served as Executive Chairman of Radial, Inc., a privately held global fulfillment, customer care and technology company, from 2016 to 2017. Additional Leadership Experience and Service: • Served on the board of the US-China Business Council from 2008 until 2013. • Served on the Guangdong Economic Council from 2010 until 2013. • Served on the Turkey Economic Advisory Council from 2008 until 2013. • Delegate to the World Economic Forum, Davos, Switzerland, from 2009 to 2013. • Served on the board of UNICEF from 2009 until 2020. Other Public Company Board Experience: • Director of Illinois Tool Works Inc. since February 2012. Key Director Qualifications and Board Contributions: • During his close to 40-year career at UPS, Mr. Brutto held several leadership roles with increasing levels of responsibility. Through these roles, he garnered significant experience across strategy development, business operations, marketing and finance that allows him to offer valuable insight to the Board regarding the operation and oversight of a major global company. • Mr. Brutto’s experience at UPS provides him with significant knowledge of supply chain management and associated risk oversight, which brings an invaluable perspective to the Sysco Board as the Company navigates a complex global distribution network. • Through his tenure as a public company director at both Illinois Tool Works and Sysco, Mr. Brutto has gained valuable experience overseeing sustainability and ESG matters, positioning him well as the Chair of our Sustainability Committee. |

  13. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 48 Director since: January 2022 Committees: • Audit Committee • Sustainability Committee | ALI DIBADJ | | | Executive Experience: • Mr. Dibadj has served as the CEO of Janus Henderson Group plc (“Janus”) since June of 2022. • Previously, he served as the CFO and Head of Strategy at AllianceBernstein Holding L.P. (“AB”) from February 2021 until June 2022. • Prior to this role, Mr. Dibadj held several roles with AB since 2006, including Senior Research Analyst, where he was ranked #1 12 times for his coverage of consumer companies. • Before joining AB, Mr. Dibadj spent almost a decade in management consulting, including roles at McKinsey & Company and Mercer Oliver Wyman (now known as Oliver Wyman). Other Public Company Board Experience: • Director of Janus since June 2022, when he was selected as the new CEO. Key Director Qualifications and Board Contributions: • Mr. Dibadj has substantial experience in finance and accounting, executive leadership, communications, investor relations, risk management, mergers and acquisitions and strategy development gained through his tenure as CEO of Janus Henderson and as CFO and Head of Strategy at AB. • From his role as CEO at Janus, and through his prior role as CFO and Head of Strategy of AB, Mr. Dibadj has extensive background in overseeing the strategic direction and overall day-to-day management of global asset management businesses. These responsibilities have allowed him to bring an invaluable perspective to his role on the Sysco Board and the Audit and Sustainability Committees, including on matters related to corporate governance, sustainability and executive compensation. • Mr. Dibadj’s familiarity with the consumer sector gained through his time as a highly recognized consumer research analyst provides a unique skillset to the Board and improves its oversight capabilities with regard to corporate strategy. |

  14. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | SYSCO CORPORATION // 2023 Proxy Statement | 26 |

  15. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 58 | FRANCESCA DEBIASE | | | Executive Experience: • Ms. DeBiase served as Corporate Executive Vice President, Chief Global Supply Chain Officer of McDonald’s Corporation (“McDonald’s”) from October 2020 until she retired in August 2022. • Previously, she served as McDonald’s Executive Vice President, Chief Global Supply Chain and Sustainability Officer from April 2018 to September 2020 and as Senior Vice President, Chief Global Supply Chain and Sustainability Officer from April 2015 to April 2018. • Prior to these roles and since joining McDonald’s in 1991, Ms. DeBiase held several management roles in McDonald’s supply chain and finance organizations in the U.S. and internationally. • Ms. DeBiase began her career as an Auditor in the retail and consumer products industry with Ernst & Young in 1988. Additional Leadership Experience and Service: • Board member of The Chicago Council on Global Affairs since 2020. • Member of the Board of Advisors of AWESOME (Achieving Women’s Excellence in Supply Chain Operations, Management and Education) since 2020. • Board member of The Chicago Network since 2021. • Member of The Belizean Grove since 2018. • Member of the Board of Governors of the Metropolitan Planning Council, Chicago, Illinois, from 2018 to 2022. • Member of the Board of Advisors, Quinlan School of Business at Loyola University Chicago from 2018 to 2021. • Executive Sponsor to McDonald’s Women’s Leadership Network from 2015 to 2021. • Advisory Board member for the Loyola University Supply and Value Chain Center from 2014 to 2017. • Member of the Board of Directors of Hephzibah Children’s Association, Oak Park, Illinois, from 2010 to 2018. Other Public Company Board Experience: • Director of Norfolk Southern Corporation (a transportation company) since July 2023. Key Director Qualifications and Board Contributions: • During her more than 30-year career at McDonald’s and her time with Ernst & Young, Ms. DeBiase accumulated significant experience in accounting and auditing and corporate finance, culminating in her service as McDonald’s Senior Director of European Finance from 2002 to 2005. • Through her experience at McDonald’s, Ms. DeBiase also developed deep expertise in supply chain and sustainability, pioneering the development of a combined supply chain/sustainability operation, and garnered significant experience with international business through residing in Europe during her service in roles of increasing responsibility from 1996 to 2006, including: Chief European Supply Chain Officer; Senior Director, Europe Finance; Director, Central & Eastern Europe, Finance, Franchising and Human Resources; and Chief Finance Director and Head of IT and Supply Chain (McDonald’s Poland). • Ms. DeBiase gathered significant board room experience, serving for five years as management’s representative for the Sustainability and Corporate Responsibility Committee of the McDonald’s board of directors and regularly attending meetings of the board to present on strategic plans and lead discussions of supply chain, enterprise risk and sustainability matters. |

  16. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 75 Director since: September 2010 Committees: • Corporate Governance and Nominating Committee (Chair) • Compensation and Leadership Development Committee • Executive Committee | LARRY C. GLASSCOCK | | | Executive Experience: • Mr. Glasscock formerly served as the Chairman of WellPoint, Inc. (now Elevance Health, Inc.), a healthcare insurance company, from 2005 to 2010. He served as the President and CEO of WellPoint, Inc. from 2004 to 2007. • Prior to WellPoint, Inc., he was the President and CEO of Anthem, Inc. (now Elevance Health, Inc.) from 2001 to 2004, and also served as the Chairman from 2003 to 2004. • Mr. Glasscock previously served as COO of CareFirst, Inc., President and CEO of Group Hospitalization and Medical Services, Inc., President and COO of First American Bank, N.A., and President and CEO of Essex Holdings, Inc. Other Public Company Board Experience: • Director of Simon Property group since 2010, including in the role of Lead Independent Director since March 2014. • Director of Zimmer Biomet Holdings from 2001 until May 2021, including in the role of Independent Chairman from May 2013 to May 2021. • Director of Sprint Corporation from August 2007 to July 2013. • Chairman of WellPoint, Inc. (now Elevance, Inc.) from November 2005 to March 2010 (served as Chairman and CEO from November 2004 to June 2007). • Chairman of Anthem, Inc. (now Elevance, Inc.) from May 2003 to November 2004 (served as CEO from July 2001 to November 2004). Key Director Qualifications and Board Contributions: • Mr. Glasscock brings insightful experience to the Board regarding customer-focused, successful growth strategies gained through his time at Elevance, Inc., where he played a major role in transforming the company from a regional health insurer into a national healthcare leader. • Throughout his career, he has developed expertise in understanding the successful integration of corporate cultures and the associated team building and human capital development, a vital perspective for the Board when evaluating acquisition targets. • Through his executive experiences, he has built a strong understanding of effective team building and human capital development, which are extremely valuable to Sysco, as management development and succession planning remain top priorities of executive management and the Board. • Mr. Glasscock also brings considerable financial experience, gained during his time supervising the CFOs of major corporations and earlier in his career, serving as a bank officer lending to major corporations. • Mr. Glasscock has significant experience as a public company director and as a member of various committees related to important board functions, including audit, finance, governance and compensation. |

  17. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | SYSCO CORPORATION // 2023 Proxy Statement | 27 |

  18. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 61 Director since: January 2022 Committees: • Audit Committee • Sustainability • Technology Committee | JILL M. GOLDER | | | Executive Experience: • Ms. Golder served as Senior Vice President and CFO of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”) from June 2016 to December 2020. • Previously, she served in finance leadership roles at Ruby Tuesday, Inc. (“Ruby Tuesday”), including as Executive Vice President and CFO from June 2014 to April 2016. • Prior to that, Ms. Golder spent 23 years at Darden Restaurants, Inc., where she served in finance positions of increasing responsibility for several Darden brands, including Senior Vice President of Finance for Olive Garden, Smokey Bones, Specialty Restaurant Group and Red Lobster. Additional Leadership Experience and Service: • Director on the Board of MOD Superfast Pizza Holdings, LLC, a private company since April 2021. Other Public Company Board Experience: • Director on the Board for ABM Industries, Inc. since September 2019. • Director for IZEA Worldwide, Inc. from May 2015 to September 2019 and March 2021 to December 2021. Key Director Qualifications and Board Contributions: • Through her roles at both Cracker Barrell and Ruby Tuesday, Ms. Golder has significant executive leadership experience within the foodservice industry, enabling her to provide expert insight to the Board and guidance to our management team. • Ms. Golder’s deep expertise in the areas of accounting, audit and financial reporting are integral to her role on the Audit Committee, and her experience across investor relations, distribution, supply chain and risk management enables her to provide invaluable insight to the Board on the Company’s strategic focus areas. |

  19. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 63 Director since: September 2016 Committees: • Audit Committee (Chair) • Compensation and Leadership Development Committee • Executive Committee | BRADLEY M. HALVERSON | | | Executive Experience: • Mr. Halverson spent the majority of his nearly 30-year career at Caterpillar, Inc. (“Caterpillar”), most recently serving as Group President, Financial Products and Corporate Services and CFO from January 2013 until his retirement in May 2018. • From 1998 until 2012, Mr. Halverson served in various leadership roles at Caterpillar, including Corporate Controller (2007-2010) and Vice President, Financial Services Division (2010-2012). • Prior to these roles, Mr. Halverson spent some time outside of the United States from 1993 to 1996 with Caterpillar Overseas, S. A., where he was a strategy and planning consultant and then a controller in Europe. • Before joining Caterpillar in 1988, Mr. Halverson gained experience working for PricewaterhouseCoopers LLP. Additional Leadership Experience and Service: • Mr. Halverson currently serves as a member of the Board of Trustees of the Easterseals Central Illinois Foundation. • Served as a member of the Board of Trustees for Bradley University. • Served as Chairman of the Board of Directors of Easterseals Central Illinois and as Treasurer of the Easterseals Central Illinois Foundation. • Served on the OSF St. Francis Medical Center Community Foundation Board. • Served as a member of the Executive Committee of the U.S. Chamber of Commerce. Other Public Company Board Experience: • Director for Constellation Energy Corporation since February 2022. • Director for Satellogic, Inc. since January 2022 and is currently Chair of the Audit Committee. • Director for Lear Corporation since June 2020. Key Director Qualifications and Board Contributions: • During the course of his nearly 30-year career with Caterpillar and his time with PricewaterhouseCoopers LLP, Mr. Halverson developed deep expertise in accounting, financial reporting and corporate finance, which equips him to bring his valuable perspective to the Board, particularly through his role as Audit Committee Chair. • Mr. Halverson’s significant experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business, gained through his senior roles at Caterpillar, allow him to exercise effective oversight of Sysco’s management team’s strategic execution, as well as the Company’s human capital management initiatives. |

  20. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | SYSCO CORPORATION // 2023 Proxy Statement | 28 |

  21. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 53 Director since: April 2018 Committee: • Corporate Governance & Nominating Committee • Compensation and Leadership Development Committee • Technology Committee | JOHN M. HINSHAW | | | Executive Experience: • Mr. Hinshaw has served as Group Chief Operating Officer of HSBC Group Management Services, Ltd. since February 2020. • Previously, Mr. Hinshaw served as the Executive Vice President, Technology and Operations, of Hewlett Packard Company (“Hewlett Packard”) from November 2011 to November 2015, at which time he joined Hewlett Packard Enterprise Company (spun-off from Hewlett Packard) as the Executive Vice President, Technology and Operations and Chief Customer Officer, serving in such capacity until October 2016. • Prior to joining Hewlett-Packard, Mr. Hinshaw served as Vice President and General Manager for Boeing Information Solutions at The Boeing Company (“Boeing”) from 2010 to 2011, and before that, as Chief Information Officer from 2007 to 2010, leading Boeing’s companywide corporate initiative on information management and information security. • Mr. Hinshaw also spent 14 years at Verizon Communications where, among several senior roles of increasing responsibility, he served as Senior Vice President and Chief Information Officer of Verizon Wireless, overseeing the IT function of the wireless carrier. Additional Leadership Experience and Service: • Member of the Board of Directors of Illumio, Inc. (a cyber security company) since October 2018 and is also the Proprietor of Blackbird Vineyards LLC (a wine company). Other Public Company Board Experience: • Director of DocuSign, Inc. from December 2014 to May 2020 (publicly listed in April 2018). • Director of The Bank of New York Mellon Corporation (“The Bank of New York Mellon”) from September 2014 to December 2019. Key Director Qualifications and Board Contributions: • Mr. Hinshaw’s tenure in leadership roles with global public companies in industries deeply rooted in technology provides him with insight and hands-on experience with the operations of large, complex organizations and expertise in both information technology and management, enabling him to effectively oversee Sysco management, especially with regard to the execution of business technology initiatives that are vital to maintaining our global distribution and supply chain network. • Mr. Hinshaw also gained extensive public company board experience through his service as a member of the Board of Directors of The Bank of New York Mellon from September 2014 to December 2019 and DocuSign, Inc. from December 2014 to May 2020 (publicly listed in April 2018), providing him with valuable insight into corporate governance, sustainability and executive compensation matters. |

  22. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 50 Director since: February 2020 Committee: • Executive Committee | | | | KEVIN P. HOURICAN Executive Experience: • Mr. Hourican has served as Sysco’s President and CEO and as a member of the Board of Directors since February 1, 2020, leading the Company’s large-scale, customer-focused and growth-related transformation, aimed at further improving the way Sysco supports its customers and accelerating profitable sales growth. • Prior to Sysco, he served as Executive Vice President of CVS Health Corporation, a premier health innovation company, and President of CVS Pharmacy from April 2018 to January 2020, overseeing CVS Health’s $85 billion retail business, including 9,900 retail stores and over 200,000 employees, as well as merchandising, marketing, supply chain, real estate, front store operations, pharmacy growth, pharmacy clinical care and pharmacy operations. • He previously held the roles of Executive Vice President, Retail Pharmacy and Supply Chain from June 2016 to March 2018, CVS Health’s pharmacy operations, professional services and retail pharmacy product innovation and development functions, as well as the company’s supply chain organization, and Senior Vice President, Field Operations and Supply Chain of CVS Pharmacy from June 2014 to May 2016. • Prior to joining CVS Health, Mr. Hourican held executive leadership roles at Macy’s, most recently serving as Senior Vice President, Regional Director of Stores, responsible for the management of 110 department stores in the Mid-Atlantic region. Key Director Qualifications and Board Contributions: • Through these various operations and management positions within CVS and Macy’s, Mr. Hourican has acquired extensive experience and knowledge in the areas of executive leadership and management, corporate strategy development, distribution and supply chain management, merchandising and marketing. • The Corporate Governance and Nominating Committee and the Board believe that it is appropriate and beneficial to Sysco to have its CEO serve as management’s voice on the Board. |

  23. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | SYSCO CORPORATION // 2023 Proxy Statement | 29 |

  24. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 65 Director since: January 2022 Committees: • Compensation and Leadership Development Committee (Chair) • Corporate Governance & Nominating Committee | | | | ALISON KENNEY PAUL Executive Experience: • Ms. Paul has served as Managing Director, Global Alliances of Google, Inc. since August 2021. • Previously, she served Deloitte as Vice Chairman and Leader of the U.S. Retail and Wholesale Distribution practice from August 2008 to June 2021, and as a Senior Manager in the Consumer and Retail Industry focusing on Strategy and Operations from 2002 to August 2008. Additional Leadership Experience and Service: • Member of the National Board of Girls, Inc., since October 2017. Girls, Inc. is a not-for-profit organization serving over 150 thousand girls ages 6 to 18 each year. Key Director Qualifications and Board Contributions: • Throughout her career at both corporations and professional services firms, as well as early- and mid-stage startups, Ms. Paul has developed extensive experience in the areas of executive leadership, finance, human resources, talent management, global operations, marketing, sales and merchandising, strategy development and digital technology and cybersecurity. • Ms. Paul’s leadership of a global technology-driven team and her years of experience advising leading consumer product industry companies on business development, strategic, and marketing initiatives position her to deliver insightful guidance to the Board and management team on Sysco’s strategic growth initiatives. |

  25. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 66 Chairman of the Board since: November 2020 Committees: • Audit Committee • Compensation and Leadership Development Committee • Executive Committee | | | | EDWARD D. SHIRLEY Executive Experience: • Mr. Shirley served as the President and CEO of Bacardi Limited, a global beverage and spirits company, from March 2012 to April 2014. • Prior to that, he served as Vice Chairman of Global Beauty and Grooming, a business unit of The Procter & Gamble Company, from July 2008 through June 2011, and as Vice Chair on Special Assignment from July 2011 through December 2011. • Beginning in April 2006, he served as Group President, North America of Procter & Gamble and held several senior executive positions during his 27 years with The Gillette Company, which that was acquired by Procter & Gamble in 2005. Additional Leadership Experience and Service: • Member of the New York Life Insurance company Board of Directors (2015 – present; Vice Chair of the Audit Committee and a member of the Investment and the Talent, Diversity and Compensation Committees). Other Public Company Board Experience: • Director of Elizabeth Arden, Inc. from 2015 to 2016. • Director of Time Warner Cable, Inc. from 2009 to 2016. Key Director Qualifications and Board Contributions: • Mr. Shirley has significant executive leadership experience within a consumer brand company gained through his tenure as President and CEO of Bacardi Limited. Paired with his experience in several leadership roles with large consumer products companies like Procter & Gamble and The Gillette Company, he is well positioned to oversee the management team’s execution of Sysco’s strategic priorities. • Mr. Shirley has gained valuable experience as a public company director, through which he has a sophisticated understanding of corporate governance, executive compensation and sustainability matters. |

  26. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | SYSCO CORPORATION // 2023 Proxy Statement | 30 |

  27. NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

    | Age: 70 Director since: September 2017 Committees: • Corporate Governance and Nominating Committee • Sustainability Committee • Executive Committee • Technology Committee (Chair) | SHEILA G. TALTON | | | Executive Experience: • Ms. Talton currently serves as the President and CEO of Gray Matter Analytics, a firm focused on data analytics consulting services in the healthcare industry. • Previously, she served as President and CEO of SGT Ltd., a firm that provides strategy and technology consulting services in the financial services, healthcare and technology business sectors, from 2011 to 2013. • From 2008 to 2011, Ms. Talton served as Vice President, Office of Globalization, for Cisco Systems, Inc. • Prior to that time, she held other leadership positions at Cisco Systems, Inc., Electronic Data Systems Corporation and Ernst & Young, LLP. Additional Leadership Experience and Service: • Congressional appointee on the U.S. White House Women’s Business Council. • Board member of Chicago’s Northwestern Hospital Foundation. • Board member of the Chicago Shakespeare Theater. • Board member of the Chicago Urban League. Other Public Company Board Experience: • Director of Deere & Company since 2015. • Director of OGE Energy Corp. since 2013. • Director of Wintrust Financial Corporation from 2012 to 2019. • Director of ACCO Brands Corporation from 2010 to 2015. Key Director Qualifications and Board Contributions: • Ms. Talton has extensive experience in executive leadership roles within the information technology system and cybersecurity industries, providing her with a valuable perspective on Sysco’s business technology initiatives and the Board’s approach to privacy and cybersecurity risk oversight. This experience is particularly impactful in Ms. Talton’s role as Chair of Sysco’s Technology Committee. • Ms. Talton has served as an independent director for multiple public companies since 2010, which has provided her with extensive experience in executive compensation, corporate governance, risk management and audit and finance matters. |

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  29. OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION Semler Brossy Consulting Group LLC (“Semler Brossy”) advised the Governance Committee with respect to non-employee director compensation. At the Governance Committee’s request, Semler Brossy provided data regarding the amounts and types of compensation paid to non-employee directors at the companies in Sysco’s peer group and identified trends in director compensation. All decisions regarding non-employee director compensation are recommended by the Governance Committee and approved by the Board. In addition to providing background information and written materials, Semler Brossy representatives attended meetings when the Chair of the Governance Committee believed their expertise would be beneficial to the committee’s discussions. Sysco uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. Directors who are also Sysco employees, such as Mr. Hourican, do not receive additional compensation for serving on the Board or any of its committees. Non-employee directors receive the following amounts:

  30. OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual cash retainer — $100,000, paid in quarterly installments | | • | Additional cash retainer for committee chairs (paid in quarterly installments): |

  31. OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Audit Committee — $25,000 | | • | Compensation and Leadership Development Committee — $20,000 | | • | Corporate Governance and Nominating Committee — $20,000 | | • | Sustainability Committee — $20,000 | | • | Technology Committee — $20,000 |

  32. OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual grant of restricted stock — valued at $185,000 and vests in full on the first anniversary of the grant date | | • | Chairman of the Board additional cash retainer — $250,000 (paid in quarterly installments) |

  33. OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION

    See “Equity-Based Awards to Non-Employee Directors” below for a description of the plan under which the restricted stock was granted, and the “Fiscal 2023 Director Compensation” table below for detailed compensation information for fiscal 2023 for each person who served as a non-employee director.

  34. FISCAL 2023 DIRECTOR COMPENSATION

    FISCAL 2023 DIRECTOR COMPENSATION The following table provides compensation information for fiscal 2023 for each of our directors who served for any part of the fiscal year, other than Mr. Hourican, who did not receive any compensation for his fiscal 2023 Board service, other than the compensation for services as an employee that is disclosed elsewhere in this proxy statement. See “Executive Compensation – Summary Compensation Table” below for details regarding the executive officer compensation earned by Mr. Hourican for fiscal 2023:

  35. FISCAL 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | Other Compensation ($)(6) | Total ($) | | Daniel J. Brutto | 118,750 | 185,020 | — | — | 303,770 | | John M. Cassaday(7) | 60,000 | — | — | — | 60,000 | | Ali Dibadj | 100,000 | 185,020 | — | — | 285,020 | | Larry C. Glasscock | 120,000 | 185,020 | — | — | 305,020 | | Jill M. Golder | 100,000 | 185,020 | — | — | 285,020 | | Bradley M. Halverson | 125,000 | 185,020 | — | — | 310,020 | | John M. Hinshaw | 100,000 | 185,020 | — | — | 285,020 | | Hans-Joachim Koerber(8) | 100,000 | 185,020 | — | — | 285,020 | | Alison Kenny Paul | 110,000 | 185,020 | — | — | 295,020 | | Edward D. Shirley | 412,500 | 185,020 | — | — | 597,520 | | Sheila G. Talton | 118,750 | 185,020 | — | — | 303,770 |

  36. FISCAL 2023 DIRECTOR COMPENSATION

    | (1) Includes retainer fees, including any retainer fees for which the non-employee director has elected to receive shares of Common Stock in lieu of cash and fees for the fourth quarter of fiscal 2023 that were paid at the beginning of fiscal 2024. Although we credit shares to a director’s account each quarter, the elected shares are not actually issued until the end of the calendar year, unless the director’s service as a member of the Board terminates earlier. The number of shares of Common Stock actually credited to each non-employee director’s account in lieu of cash during fiscal 2023, which are reported in the column entitled “Stock Awards” above, was as follows: 792 shares for Mr. Brutto; 402 shares for Mr. Cassaday; 1,339 shares for Mr. Dibadj; 934 shares for Mr. Glasscock; 168 shares for Mr. Halverson; 668 shares for Dr. Koerber; 806 shares for Ms. Paul; and 1,344 shares for Mr. Shirley. Mr. Hinshaw and Mses. Golder and Talton did not elect to receive any shares in lieu of their cash retainer fees. Directors may choose to defer receipt of the elected shares described in this footnote under the Sysco Corporation 2009 Board of Directors Stock Deferral Plan. The number of elected shares of Common Stock deferred by each non-employee director during fiscal 2023 (which are included in the elected shares described above) was as follows: Mr. Glasscock (934 shares). To the extent that cash dividends are paid on our Common Stock, each non-employee director also receives the equivalent amount of the cash dividend credited to his or her account with respect to all elected shares that are deferred. If the director has chosen to defer the receipt of any shares, such shares will be credited to the director’s account and issued on the earliest to occur of the “in-service” distribution date elected by the director (which will be at least one year following the end of the plan year in which the shares would otherwise have been distributed to the director), the death of the director, the date on which the director ceases to be a director of the Company, a change of control of Sysco, or the date on which the director applies and qualifies for a hardship withdrawal. | | (2) For fiscal 2023, the Board, upon the recommendation of the Governance Committee, determined that it would grant approximately $185,000 in equity incentives to each of the non-employee directors. Therefore, on November 18, 2022, the Board granted to each of the non-employee directors 2,200 shares of restricted stock valued at $84.10 per share, the closing price of Common Stock on the NYSE on November 17, 2022. These awards were granted under the 2018 Omnibus Incentive Plan and vest in full on the first anniversary of the grant date. The amounts in this column reflect the grant date fair value of the awards computed in accordance with ASC 718, “Share-Based Compensation — Non-Employee Director Awards”. See Note 18 of the consolidated financial statements in Sysco’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023, regarding assumptions underlying valuation of equity awards. The value of any elected shares is included in the column entitled “Fees Earned or Paid in Cash,” as described in footnote (1) above. See “Equity-Based Awards to Non-Employee Directors” above for a more detailed description. Although we credit elected shares to a director’s account each quarter, the shares are not actually issued until the end of the calendar year, unless the director’s service as a member of the Board of Directors terminates. Pursuant to the Sysco Corporation 2009 Board of Directors Stock Deferral Plan, non-employee directors may choose to defer receipt of the shares to be issued in connection with the annual restricted stock award. Messrs. Glasscock and Hinshaw deferred receipt of the 2,200 shares of restricted stock. To the extent that cash dividends are paid on our Common Stock, each non-employee director also receives the equivalent amount of the cash dividend credited to his or her account with respect to all deferred restricted stock awards in the form of stock units. A director may elect an “in-service” distribution date for deferrals that is at least one year following the end of the plan year in which the shares would otherwise have been distributed to the director. Otherwise, distributions occur upon the earlier of the death of the director, the date on which the director ceases to be a director of the Company, or a change of control of Sysco, unless the director applies and qualifies for a hardship withdrawal. |

  37. FISCAL 2023 DIRECTOR COMPENSATION

    | SYSCO CORPORATION // 2023 Proxy Statement | 34 |

  38. FISCAL 2023 DIRECTOR COMPENSATION

    | (3) The aggregate number of options and unvested stock awards held by each director listed in the table above, as of July 1, 2023, was as follows: |

  39. FISCAL 2023 DIRECTOR COMPENSATION

    | | Aggregate Unvested Stock Awards Outstanding as of July 1, 2023 | Aggregate Options Outstanding as of July 1, 2023 | | Daniel J. Brutto | 2,200 | — | | John M. Cassaday | — | — | | Ali Dibadj | 2,200 | — | | Larry C. Glasscock | 2,200 | — | | Jill M. Golder | 2,200 | — | | Bradley M. Halverson | 2,200 | — | | John M. Hinshaw | 2,200 | — | | Hans-Joachim Koerber | 2,200 | — | | Alison Kenny Paul | 2,200 | — | | Edward D. Shirley | 2,200 | — | | Sheila G. Talton | 2,200 | — |

  40. FISCAL 2023 DIRECTOR COMPENSATION

    | The unvested stock awards for each non-employee director listed in the table immediately above relate to restricted stock awards granted in November 2022 that vest in November 2023. |

  41. FISCAL 2023 DIRECTOR COMPENSATION

    | (4) None of the directors shown in the table received option grants with respect to his or her service as an independent director during fiscal 2023. | | (5) We do not provide a pension plan for the non-employee directors. | | (6) The total value of all perquisites and personal benefits received by each of the non-employee directors was less than $10,000. | | (7) Mr. Cassaday retired from the Board on November 18, 2022. | | (8) Dr. Koerber will retire from the Board at the conclusion of Sysco’s Annual Stockholders Meeting. |

  42. FISCAL 2023 DIRECTOR COMPENSATION

    | SYSCO CORPORATION // 2023 Proxy Statement | 35 |

  43. Committee Actions Implemented Based on Previous Stockholder Feedback

    | • | Returning to an annual cash-based incentive plan from our bifurcated short-term incentive plan; | | • | Returning to a three-year performance period for our performance share units (“PSUs”); and | | • | Removing operational measures from the AIP. |

  44. Committee Actions Implemented Based on Fiscal Year 2023 Feedback

    | Stockholder Feedback(1) | Committee Actions | | Financial measures should be more prevalent in the annual cash-based incentive program (“AIP”) | For the 2024 AIP, we increased the weighting of financial measures from 60% to 70%, with 40% tied to operating income and 30% tied to sales revenue. | | Expressed preference for more disclosure around strategic business objectives (“SBOs”) | Updated disclosure to provide additional transparency by listing the Committee’s assessment of management’s performance across key initiatives for the Recipe for Growth SBOs and disclosure on Environmental, Social, and Governance SBOs. | | Include Return on Invested Capital (“ROIC”) as a financial measure in the long-term incentive plan (“LTIP”) | Returned to our historical practice of including ROIC in our LTIP. ROIC was last incorporated in our LTIP for fiscal year 2020 awards and removed due to the uncertainties surrounding the COVID-19 pandemic. |

  45. Executive Compensation Best Practices

    | WHAT WE DO | | | | Pay for performance – Link a significant percentage of total compensation to company-wide and individual performance. | | | Annual “Say on Pay” – Seek an advisory vote from stockholders on our executive compensation programs on an annual basis. | | | Risk assessment – Perform an annual risk assessment of our executive compensation programs to identify practices that may encourage employees to take unnecessary or excessive risk. | | | Independent compensation consultant – Selection and engagement by the Committee of an independent compensation consultant to advise on our executive compensation programs. | | | Clawback policy – Cancel or clawback AIP and LTIP awards to NEOs who engage in misconduct that results in: (i) material financial or reputational harm to Sysco; or (ii) a material financial restatement. | | | Double trigger change-in-control – LTIP awards include a double-trigger that requires both a change in control and an involuntary termination within 24 months for accelerated vesting of awards. | | | Robust Stock ownership guidelines – Require stock ownership equal to 7x base salary for CEO, 4x base salary for executive vice presidents, 2x base salary for senior vice presidents and 5x annual cash retainer for our directors. | | | Limited trading windows – Require our NEOs to conduct all transactions in shares of Common Stock through pre-approved Rule 10b5-1 trading plans. |

  46. Executive Compensation Best Practices

    | WHAT WE DON’T DO | | | | No repricing of underwater stock options without stockholder approval. | | | No excise tax gross ups upon a change in control. | | | No unearned dividends paid. Pay dividend equivalents on our PSUs and restricted stock units (“RSUs”) only if and when the underlying awards are earned and delivered. | | | No excessive perquisites. | | | No stock hedging or pledging by our NEOs, directors, or other specified “insiders.” |

  47. HOW EXECUTIVE PAY IS ESTABLISHED

    HOW EXECUTIVE PAY IS ESTABLISHED The Committee, consisting solely of independent directors, has the exclusive authority and responsibility to determine all aspects of executive compensation for senior officers, including the NEOs. The Committee, in consultation with its independent compensation consultant, Semler Brossy, focuses on ensuring that our executive compensation programs reinforce our pay for performance philosophy and enhance stockholder value. In developing Sysco’s pay for performance policies, the Committee, in collaboration with Semler Brossy and members of our Human Resources Department, evaluate base salaries and annual and long-term incentive awards compared to an executive compensation peer group. The Committee references the median of the peer group when making executive compensation decisions, but does not target any specific positioning relative to market for any element of compensation. Rather, the Committee considers each NEO’s role, experience, and current and expected contributions, among other factors, when determining target performance levels for each element of compensation, as well as total compensation.

  48. Executive Compensation Peer Group

    Executive Compensation Peer Group The Committee regularly evaluates the peer group for appropriateness, applying revenue, market capitalization, and earnings before interest and taxes as the primary criteria for selection. The Committee, with input from Semler Brossy, concluded, based upon a quantitative and qualitative assessment, that comparable companies with respect to executive compensation include: (i) two U.S. public company foodservice distribution competitors, and (ii) companies in other industries whose business size and complexity are similar to ours and with which we compete for top executive talent. In particular, we look at companies in the logistics and distribution, consumer products, and retail sectors that are within a specified range relative to Sysco’s revenue and market capitalization.

  49. Executive Compensation Peer Group

    | Fiscal Year 2023 Peer Group | | | | | | | | | • | Aramark | • | Dollar Tree, Inc. | • | Lowe’s Cos. Inc. | • | United Parcel Service Inc. | | • | Archer Daniels Midland Company | • | FedEx Corp. | • | Performance Food Group | • | US Foods Holding Corp. | | • | Bunge Limited | • | Kimberly-Clark Corporation | • | Target Corp. | • | Walgreens Boots Alliance, Inc. | | • | Costco Wholesale Corp. | • | The Kroger Co. | • | Tyson Foods, Inc. | | |

  50. Executive Compensation Peer Group

    For fiscal year 2024, the Committee approved a peer group consisting of the same companies as the fiscal year 2023 peer group, together with the addition of Dollar General Corporation, Loblaw Companies Limited and Yum! Brands, Inc.

  51. Compensation Arrangements for Messrs. Cheung and Russell

    Compensation Arrangements for Messrs. Cheung and Russell Following an extensive search process supported by a third-party executive search firm, the Board, as recommended by the Governance Committee, determined that Mr. Cheung was the best candidate for the Chief Financial Officer position. For further discussion of his experience and qualifications, please refer to the “Executive Officers” section above. In connection with Mr. Cheung’s appointment as Executive Vice President and Chief Financial Officer, Mr. Cheung and the Company entered into a letter agreement, pursuant to which Mr. Cheung would be eligible to receive (i) an annual base salary of $765,000, (ii) an AIP Target Opportunity for fiscal year 2023 equal to 100% of his annual base salary, pro-rated from April 17, 2023 through July 1, 2023, and (ii) an LTIP award for fiscal year 2024 with a grant date fair value equal to 325% of his annual base salary. In addition, Mr. Cheung received the following make-whole incentives: (i) a one-time cash payment equal to $600,000 (the “Sign-On Bonus”) and (ii) a full value Fiscal 2023 LTIP Award for the Company’s fiscal year 2023 with a grant date fair value equal to 325% of his annual base salary that consisted 50% of performance share units, 30% of stock options and 20% of restricted stock units. The award of the Sign-On Bonus, together with the grant of a full Fiscal 2023 LTI Award, in lieu of a pro-rated LTI award, was intended to be economically equivalent to his forfeited equity awards issued by his former employer. Further, in connection with his appointment as Senior Vice President, Corporate Affairs and Chief Administrative Officer, Mr. Russell’s (i) annual base salary was increased to $525,000, (ii) AIP Target opportunity will be equal to 100% of his annual base salary, and (iii) Target LTIP Award opportunity was increased to an aggregate grant date fair value equal to 200% of his annual base salary. Mr. Russell also received a one-time RSU award valued at $500,000 intended to enhance his retention. The RSU award will vest pro-rata over three years, subject to Mr. Russell’s continued employment with the Company through the applicable vesting dates. Also, in recognition of Mr. Russell’s service as Interim Chief Financial Officer, he received a one-time, cash incentive payment of $125,000.

  52. Annual Incentive Plan

    Annual Incentive Plan We believe that an AIP that offers NEOs opportunities to earn cash incentives upon the achievement of financial measures and strategic business objectives that are aligned with our business strategy is critical to creating long-term stockholder value. In July 2022, the Committee designed an AIP for fiscal year 2023 (the “2023 AIP”) to motivate and reward our NEOs for achieving annual financial measures, delivering on our Recipe for Growth strategic priorities, and executing on our ESG initiatives. When the metrics associated with each of these categories are achieved, the AIP was designed to reward our NEOs’ performance and ensure competitive annual incentive payments.

  53. Annual Incentive Plan

    | SYSCO CORPORATION // 2023 Proxy Statement | 51 |

  54. Annual Incentive Plan

    For the NEOs, AIP targets, expressed as a percentage of base salary, did not change for fiscal year 2023. However, the dollar value of the 2023 target award opportunity for Messrs. Bertrand, Russell, and Peck and Ms. Sansone increased from fiscal year 2022 as a result of the base salary increases described above. The following table shows the fiscal year 2023 AIP target opportunity for each of the NEOs.

  55. Annual Incentive Plan

    | Named Executive Officer(1) | AIP Target (% of Base Salary) | AIP Target Opportunity(2) | | Kevin P. Hourican | 150% | $1,950,000 | | Kenny K. Cheung | 100% | 159,725(3) | | Greg D. Bertrand | 125% | 938,854 | | Judith S. Sansone | 100% | 683,163 | | Thomas R. Peck, Jr. | 100% | 680,344 | | Neil A. Russell, II | 100% | 452,015 |

  56. Annual Incentive Plan

    | (1) The table omits Mr. Alt, who resigned effective January 6, 2023. | | (2) The AIP Target Opportunity was based on various pro-rated base salaries as reported in the “Base Salary” table above. | | (3) Mr. Cheung was eligible for a prorated AIP based on his start date of April 17, 2023, through July 1, 2023, the end of fiscal year 2023. |

  57. Annual Incentive Plan

    At the beginning of fiscal year 2023, specific performance metrics for the AIP were set, as well as performance targets for threshold, target and maximum payout levels, as applicable. The NEOs were eligible to earn an incentive payment for each performance metric, which was measured independently from the other metrics over the fiscal year. For the financial measures, the threshold levels for the 2023 AIP were set above actual financial results for fiscal year 2022, and were increased sufficiently to create value for our stockholders. Target performance levels were set to the anticipated level of performance based upon our internal projections and established in the context of our announced expectations for financial performance, prior year results and market conditions, while maximum performance levels were set at aspirational levels. The Committee, when setting the performance targets, collaborated with Semler Brossy and members of the Human Resources Department and considered external industry benchmarks, historical performance levels and market expectations. The Committee determined that the AIP performance targets should be set at levels that are achievable, measurable and results-driven in order to drive behaviors and aid in retaining talent, but also sufficiently rigorous to satisfy stockholders expectations and help achieve our Recipe for Growth strategic initiatives. The Committee established the 2023 AIP with the following measures and performance metrics:

  58. Annual Incentive Plan

    | Measures | Performance Metric | Weighting | Payout Opportunity | | Financial | Sales Revenue | 30% | 0-200% | | | Operating Income | 30% | | | Recipe For Growth SBOs | Digital | 10% | 0-150% | | | Products and Solutions | 10% | | | | Supply Chain | 10% | | | ESG | Global Gender Representation | 2.5% | 0-150% | | | Diverse Candidate Pool | 2.5% | | | | Scope 1 and 2 Emissions Reduction Goals | 5% | |

  59. Annual Incentive Plan

    Each NEO’s 2023 AIP incentive opportunity was targeted at a percentage of his or her annual base salary, as shown above, and the resulting incentive payout for an NEO could have been reduced to zero or increased by up to 35% based on each NEO’s individual performance rating during fiscal year 2023, but not to exceed 180% of their AIP target opportunity. The individual modifier was only applied to increase an AIP payout when significant contributions were made by an NEO whose individual performance far exceeded expectations.

  60. Financial Measures

    | Performance Metric: | Reason(s) for Selection: | | Sales Revenue | The Committee selected sales revenue as a performance metric representing 30% of the 2023 AIP opportunity. The straightforward nature of this metric makes it easier to communicate performance expectations and align individual and team goals with the Company’s strategic objectives under our Recipe for Growth. The Committee set the target sales revenue target for 2023 at $77.795 billion, which equated to a 13.3% increase from the prior year’s sales revenue of $68.636 billion. | | Operating Income | The Committee also selected operating income as a performance metric representing 30% of the 2023 AIP target opportunity, as it reflects the profit we generated after excluding “non-operating” income and expense items that are not part of our core business operations. Operating income allows for comparability across companies within our peer group, since it provides a standard measure of operational efficiency and profitability, making it easier to benchmark performance against industry peers. The Committee viewed this as an important measure of how well our executive leadership team was growing revenue while managing operating costs. The Committee set the target threshold at $3.335 billion, which equated to a 26.4% increase from the prior fiscal year’s adjusted operating income of $2.638 billion.(1) |

  61. Financial Measures

    For both fiscal year 2023 financial measures, meaningful and rigorous targets were set which represented a significant increase from prior year actual results. The table set forth below shows the target amounts for achieving the threshold, target and maximum levels established for each financial measure, as well as the actual result. For each financial measure, achievement of the threshold, target and maximum amounts would result in the payment of 50%, 100% and 200%, respectively, of the target payout level.

  62. Summary of FY23 AIP Results

    Summary of FY23 AIP Results The total annual incentive award payment for each NEO under the fiscal year 2023 AIP was calculated as indicated in the table below.

  63. Summary of FY23 AIP Results

    | Performance Measures | Weight | Percentage of Target | Weighted Payout | | Financial Measures | | | | | Sales Revenue | 30% | 98.1% | 27.2% | | Operating Income | 30% | 96.3% | 24.4% | | Recipe For Growth SBOs | | | | | Digital | 10% | 110% | 11% | | Products and Solutions | 10% | 125% | 12.5% | | Supply Chain | 10% | 70% | 7% | | ESG | | | | | Global Gender Representation | 2.5% | 0% | 0% | | Diverse Candidate Pool | 2.5% | 100% | 2.5% | | Scope 1 and 2 Emissions | 5% | 117%(1) | 5.9% | | Fiscal Year 2023 Payout | | | 90.4%(2) |

  64. Summary of FY23 AIP Results

    | (1) Aggregate percentage of target for all four goals under progress on reducing Scope 1 and 2 emissions. | | (2) Due to rounding, the component performance factor percentages do not add precisely to the total. |

  65. Summary of FY23 AIP Results

    | SYSCO CORPORATION // 2023 Proxy Statement | 55 |

  66. Summary of FY23 AIP Results

    The fiscal year 2023 AIP payment for each of the above measures was calculated based on performance as compared to the performance target(s), and paid independently of the other measures. Further, the aggregate of the payments earned by each NEO was subject to an adjustment (which we refer to as the “Individual Modifier” below) based on each NEO’s performance with regard to his or her pre-established individual performance objectives for fiscal year 2023. The Individual Modifier for each NEO was determined by the Committee, and these modifiers could have ranged from reducing the NEO’s 2023 AIP payout to zero (for performance significantly below target) to increasing the aggregate payout by 35% (for performance significantly above target). The aggregate adjusted incentive payments for the 2023 AIP are shown below.

  67. Summary of FY23 AIP Results

    | Named Executive Officer(1) | AIP Target Opportunity | FY23 Achievement | Individual Modifier | FY23 AIP Payment(2) | | Kevin P. Hourican | $1,950,000 | 90.4% | 1.00 | $1,762,976 | | Kenny K. Cheung | 159,725 | 90.4% | 1.00 | 144,406 | | Greg D. Bertrand | 938,854 | 90.4% | 1.00 | 848,808 | | Judith S. Sansone | 683,163 | 90.4% | 1.10(3) | 679,404 | | Thomas R. Peck, Jr. | 680,344 | 90.4% | 1.05(4) | 645,847 | | Neil A. Russell, II | 452,015 | 90.4% | 1.10(5) | 449,529 |

  68. Summary of FY23 AIP Results

    | (1) The table omits Mr. Alt, who resigned effective January 6, 2023. | | (2) Due to rounding, the AIP Target Opportunity and FY23 Achievement do not add precisely to the FY23 AIP Payment. | | (3) The Committee assigned a 1.10x individual performance modifier for Ms. Sansone’s AIP award in recognition of her leadership in the development of the Sysco Your Way and Sysco Perks! initiatives, both of which exceeded top and bottom-line growth targets. | | (4) The Committee assigned a 1.05x individual performance modifier for Mr. Peck’s AIP award in light of exceeding his annual business objectives with Sysco SHOPs availability in Spanish, increasing conversion rates of website ordering, and increasing personalization of our digital tools. | | (5) The Committee assigned a 1.10x individual performance modifier for Mr. Russell’s AIP award in recognition of his leadership of his core functions exceeding expectations while simultaneously performing the duties of Interim CFO. |

  69. Long-term Incentive Plan

    Long-term Incentive Plan We annually grant equity-based, long-term compensation through the Sysco Corporation 2018 Omnibus Incentive Plan. These long-term incentives are designed to provide competitive incentive opportunities that are consistent with our executive compensation peer group and reflect our overall executive compensation philosophy of aligning the largest component of an NEO’s pay with performance and the interests of our stockholders. The Committee tries to effectively balance the motivation of our NEOs to improve short-term results with the motivation to enhance stockholder value over longer periods of time. In July 2022, the Committee approved long-term incentives to management incentive program participants, including the NEOs (the “Fiscal 2023 LTIP Awards”) except for Mr. Cheung who was hired effective April 17, 2023. For discussion on Mr. Cheung’s Fiscal 2023 LTIP Award, refer to the “Compensation Arrangements for Messrs. Cheung and Russell “section above. For each NEO, a target amount was established as a percentage of his or her base salary. In establishing the target amounts, the Committee had discussions with Semler Brossy and members of the Human Resources Department, and considered external industry benchmarks, internal pay equity and market expectations. The Fiscal 2023 LTIP Awards were comprised of a mix of PSUs (50% of target), stock options (30% of target) and RSUs (20% of target).

  70. Long-term Incentive Plan

    | SYSCO CORPORATION // 2023 Proxy Statement | 56 |

  71. Long-term Incentive Plan

    The target dollar values for each of the components of the Fiscal 2023 LTIP Awards are listed below.

  72. Long-term Incentive Plan

    | Named Executive Officer(1) | Target LTIP Award | Target LTIP Award (% of base salary) | PSUs | Stock Options | RSUs | | Kevin P. Hourican | $11,000,000 | 846%(2) | $5,500,000 | $3,300,000 | $2,200,000 | | Kenny K. Cheung(3) | 2,486,250 | 325% | 1,243,125 | 745,875 | 497,250 | | Greg D. Bertrand | 2,470,000 | 325% | 1,235,000 | 741,000 | 494,000 | | Judith S. Sansone | 2,058,713 | 300% | 1,029,356 | 617,614 | 411,743 | | Thomas R. Peck, Jr. | 2,048,719 | 300% | 1,024,359 | 614,616 | 409,744 | | Neil A. Russell, II(4) | 655,200 | 150% | 327,600 | 196,560 | 131,040 |

  73. Long-term Incentive Plan

    | (1) The table omits Mr. Alt, who resigned effective January 6, 2023. | | (2) Mr. Hourican’s target LTIP Award opportunity increased from 769% to 846% for fiscal year 2023 due to his: (a) increased tenure in role; (b) performance in role; and (c) pay positioning compared to the market. | | (3) Mr. Cheung was granted a full-year Fiscal 2023 LTIP Award primarily intended to compensate him for the forfeiture of his outstanding equity awards issued from his prior employer. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. | | (4) In connection with Mr. Russell’s appointment as Senior Vice President, Corporate Affairs and Chief Administrative Officer, he also received a one-time award of RSUs of $500,000 in order to enhance his retention. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. |

  74. Long-term Incentive Plan

    The Black-Scholes pricing model was applied to determine the number of stock options to be awarded to the NEOs in connection with their Fiscal 2023 LTIP Award, initially valuing the options granted in August 2022 at $24.20 per option. The PSUs and RSUs were granted based on a price of $84.74 per share, representing the ten-trading-day average closing price of Common Stock immediately preceding the Fiscal 2023 LTIP Award grant date.

  75. PSUs

    PSUs The PSUs represented 50% of the aggregate value of the Fiscal 2023 LTIP Awards. The Committee prefers granting PSUs since they provide a strong incentive to NEOs to deliver value on our stock price. The PSUs provide the opportunity for NEOs to receive shares of Common Stock based on performance over a three-year performance period with respect to two equally weighted performance metrics. Performance goals, including threshold, target, and maximum goals for each of the performance metrics were established at the beginning of the three-year performance period and progress under the PSU performance metrics will be calculated at the end of each fiscal year and the final Fiscal 2023 LTIP Awards payout will be an average of performance outcomes over those three years. For each financial measure, achievement of the threshold, target and maximum amounts would result in the payment of 50%, 100% and 200%, respectively, of the target payout level. PSUs are earned over a three-year performance period, with cliff vesting at the end of the three-year period. The Committee believed that a three-year performance period is appropriate for the PSU awards because it will measure the effectiveness of the NEO’s performance and the effect on stockholder value. During the performance period, PSUs will accrue dividend equivalents as of each dividend payment date subject to the same terms and conditions as the PSUs relate and are paid when, and only to the extent that, the related PSUs are actually earned. The Committee determined that for fiscal year 2023, PSUs granted are eligible to be earned based on our market share growth and adjusted earnings per share performance for fiscal years 2023 through 2025.

  76. PSUs

    | • | Market Share Growth: 50% of the PSUs will vest based on the achievement of targeted market share growth in U.S. markets (measured by total U.S. sales). | | • | Adjusted Earnings Per Share: 50% of the PSUs will vest based on the achievement of targeted incremental growth in Sysco’s earnings per share. |

  77. PSUs

    The number of shares, if any, earned with respect to each of the performance metrics will be calculated based on our performance (as compared to such pre-determined goals set at the beginning of the three-year performance period) and awarded to NEOs independently from the other performance metric, and could range from 0% to 200% of the target number of PSUs granted. In addition, NEOs must remain continuously employed through the end of the performance period in order to earn any PSUs. After the Committee determines the extent to which the PSU metrics have been achieved, the total number of shares earned by each NEO will be subject to adjustment based on Sysco’s TSR during the three-year performance period as compared to the S&P 500 companies. This adjustment will be applied to the target number of shares granted to each NEO and will range from decreasing the total number of shares received by 25% of target (for relative TSR below expectations) to increasing the total number of shares received by 25% of target (for superior relative TSR) based on the table below, but not to exceed 200% of their PSU target opportunity. If our TSR is negative on an absolute basis at the end of the three-year performance period, the number of PSUs that can be earned is capped at 100% of target, regardless of whether the Company’s Relative TSR percentile is ranked at or above the 55th percentile. The Committee believes the TSR modifier is a valuable indicator of our success because it measures our performance in returning value to our stockholders in comparison to other investments our stockholders could have made. Also, the Committee chose the S&P 500 because the companies within the index are comparable to Sysco’s size and provides a large representation of companies to ensure that no one company overly impacts the outcomes in a given year.

  78. PSUs

    | | Performance | TSR Payout Modifier | | Threshold | 25th Percentile | -25% | | Target | 50th – 55th Percentile | 0% (no modifier) | | Maximum | 75th Percentile | +25% |

  79. PSUs

    | (1) The payout modifier for performance between the 25th and 75th percentiles will be interpolated on a straight-line basis. |

  80. PSUs

    | SYSCO CORPORATION // 2023 Proxy Statement | 57 |

  81. Stock Options

    Stock Options The stock options represented 30% of the aggregate value of the Fiscal 2023 LTIP Awards. The stock options have a 10-year expiration term and vest ratably over three years beginning on the first anniversary of the Fiscal 2023 LTIP Award date, subject to the NEO’s continued employment with Sysco through the applicable vesting date(s). The exercise price for the stock options, $85.57, is the closing price of Common Stock on August 17, 2022, the closing price preceding the Fiscal 2023 LTIP Award date.

  82. RSUs

    RSUs The RSUs represented 20% of the aggregate value of the Fiscal 2023 LTIP Awards. Each RSU represents the right to receive one share of Common Stock. The RSUs vest ratably over three years, commencing on the first day of the calendar month immediately following each anniversary of the Fiscal 2023 LTIP Award date, subject to the NEO’s continued employment with Sysco through the applicable vesting date(s). The target RSUs granted were calculated using a 10-day average closing price of our Common Stock through the date preceding the grant. Dividend equivalents are paid in cash, if and when the underlying RSUs vest.

  83. Annual Incentive Plan

    Annual Incentive Plan On July 31, 2023, the Committee approved AIP targets for executive officers, including our NEOs, for fiscal year 2024 and established the Company performance metrics. Incentive payments earned under the AIP will be based on the following components: (i) 70% on financial measures (i.e., 40% tied to operating income and 30% tied to sales revenue); (ii) 20% on strategic business objectives aligned to the highest priority initiatives under the Company’s Recipe for Growth; (iii) 4% on diverse candidate pools; and (iv) 6% on carbon reduction. The AIP components each have a payout between 0% and 200%, depending on the actual performance relative to the pre-established targets. In the aggregate, the maximum fiscal year 2024 incentive opportunity under the AIP would be 200% of an NEO’s target opportunity, subject to adjustment based on each NEOs’ individual performance, as described below. The AIP payment, if any, for each of the above components will be calculated based on performance (as compared to the applicable performance target(s)) and calculated independently from the other components. If any component does not meet the threshold level, a participant will not receive any payment with respect to that component. Further, the aggregate will be subject to adjustment based on each NEO’s performance relative to his or her individual performance objectives for fiscal year 2024. This adjustment, which will be determined by the Committee, will range from reducing the AIP payout to zero (for performance significantly below target) to increasing the aggregate payout by 15% (for performance significantly above target), but not to exceed 200% of an NEO’s target opportunity. The aggregate adjusted incentive payment for the AIP will be paid following the conclusion of fiscal year 2024.

  84. Long-Term Incentive Plan

    Long-Term Incentive Plan The Committee also approved our fiscal year 2024 long-term incentive awards to be issued to the NEOs pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan. The Company’s fiscal year 2024 LTIP awards will consist of PSUs, RSUs and stock options. For fiscal year 2024, PSUs with a three-year performance period will represent 50% of the target LTIP opportunity, with RSUs representing 30% and stock options representing the remaining 20% of the target LTIP opportunity. PSUs. The PSUs provide the opportunity for participants to receive shares of Common Stock based on performance aggregated over the three fiscal year performance period with respect to the following performance targets established by the Committee, subject to a modifier tied to the Company’s TSR:

  85. Long-Term Incentive Plan

    | • | Adjusted Earnings Per Share: the achievement of targeted incremental growth in Sysco’s adjusted earnings per share, representing 37.5% of the target PSU opportunity; | | • | Return on Invested Capital: the achievement of targeted return on invested capital, representing 37.5% of the target PSU opportunity; and | | • | Revenue Growth: the achievement of targeted revenue growth representing 25% of the target PSU opportunity. |

  86. Long-Term Incentive Plan

    The number of shares, if any, earned with respect to each of the performance targets will be calculated based on Company performance (as compared to such target) and awarded to the participant independently from the other targets. Further, the total number of shares earned by each participant as a result of the Company’s performance with regard to these performance targets will be subject to adjustment based on Sysco’s TSR during the performance period as compared to the S&P 500 companies. This adjustment will be applied to the target number of shares granted to each participant and will range from decreasing the total number of shares received by 25% of target (for relative TSR below expectations) to increasing the total number of shares received by 25% of target (for superior relative TSR). Each PSU granted to participants represents the right to receive one share of Common Stock based on target performance, but the ultimate number of shares of Common Stock to be earned with respect to a participant’s PSUs will be determined at the end of the three-year performance period and could range from 0% to 200% of the target number of PSUs offered to the participant. Dividend equivalents accrue during the performance period and are paid either in shares or in cash, in the discretion of the Committee, based on the number of PSUs earned following certification of the Company’s performance. RSUs. Each RSU represents the right to receive one share of Common Stock, and the RSUs vest in three equal, annual installments. Stock Options. The stock options have a 10-year term and vest in three equal, annual installments.

  87. Long-Term Incentive Plan

    | SYSCO CORPORATION // 2023 Proxy Statement | 58 |

  88. Employment and Severance Agreements

    Employment and Severance Agreements Each of our NEOs is eligible to receive compensation in certain circumstances following the termination of their employment. Although a substantial portion of compensation is performance-based determined on the achievement of Company and individual performance goals, the Committee has determined that severance and change in control benefits are appropriate to: (i) attract and retain executive talent, (ii) avoid the distraction and costs associated with potentially protracted separation negotiations or disputes and (iii) help ensure, in the event of an actual or threatened change in control of the Company, that personal concerns are less likely to impede a transaction that may be in the best interests of our stockholders. Any severance benefits listed below are conditioned on the NEO: (i) executing a legally enforceable general release and waiver of claims in favor of Sysco; and (ii) complying with the Protective Covenants Agreement, including confidentiality, non-disparagement, and restrictions on competition and solicitation of Sysco employees, vendors, and customers for a period of two years after employment.

  89. Mr. Hourican

    Mr. Hourican Pursuant to the letter agreement dated January 10, 2020, between Sysco and Mr. Hourican (the “CEO Offer Letter”), Mr. Hourican will be eligible to receive severance payments and benefits upon a termination of his employment by Sysco without “Cause” or upon his resignation for “Good Reason” (as such terms are defined in the CEO Offer Letter). Non-Change in Control Termination. If Mr. Hourican’s termination of employment does not occur upon, or within two years following, the effectiveness of a “Change in Control” (as defined in the Sysco Corporation 2018 Omnibus Incentive Plan), Mr. Hourican will receive:

  90. Mr. Hourican

    | • | An amount equal to two times the sum of his annual base salary and his target AIP opportunity; | | • | A pro-rata award under the AIP covering the performance period in which the termination is effective, based on actual attainment of applicable Sysco performance goals for such performance period and payable at the time such incentives are paid to other Sysco executives; and | | • | Health, dental, and vision coverage continuation at active employee rates for 24 months following his termination date. |

  91. Mr. Hourican

    Change in Control Termination. If Mr. Hourican’s termination of employment occurs upon, or within two years following, the effectiveness of a Change in Control, Mr. Hourican will receive:

  92. Mr. Hourican

    | • | An amount equal to three times the sum of his annual base salary and his target AIP opportunity; | | • | A pro-rata award under the AIP covering the performance period in which the termination is effective, based on actual attainment of applicable Sysco performance goals for such performance period and payable at the time such incentives are paid to other Sysco executives; and | | • | Health, dental, and vision coverage continuation at active employee rates for 36 months following his termination date. |

  93. Messrs. Bertrand, Cheung, Peck, and Russell and Ms. Sansone

    Messrs. Bertrand, Cheung, Peck, and Russell and Ms. Sansone The Committee adopted, effective July 2020, market-competitive forms of severance letter agreements for executive vice presidents and senior vice presidents (the “Severance Agreements”) to specify the benefits to which executive vice presidents (other than Mr. Hourican) and senior vice presidents would be entitled. Non-Change in Control Termination. If an NEO’s employment is terminated without “Cause” or the NEO resigns for “Good Reason” (as such terms are defined in the Severance Agreement), and the termination does not constitute a “Change in Control” (as defined in the Sysco Corporation 2018 Omnibus Incentive Plan), the NEOs will receive:

  94. Messrs. Bertrand, Cheung, Peck, and Russell and Ms. Sansone

    Change in Control Termination. If the termination of employment occurs upon, or within two years following, the effectiveness of a Change in Control, the NEO will receive:

  95. Messrs. Bertrand, Cheung, Peck, and Russell and Ms. Sansone

    | • | An amount equal to two times the sum of the NEO’s annual base salary and their target AIP opportunity for executive vice presidents and an amount equal to one and one-half times the sum of the NEO’s annual base salary and their target AIP opportunity for senior vice presidents; | | • | A pro-rata award under the AIP covering the performance period in which the termination is effective, based on the NEO’s target incentive opportunity and payable at the time such incentives are paid to other Sysco executives; | | • | Reimbursement for the amounts of any premiums paid by the NEO under COBRA in excess of the applicable active employee rates to maintain their health benefits for a period of 18 months following the termination date; and | | • | Outplacement services for a period of up to 12 months. |

  96. Change in Control Provisions

    Change in Control Provisions Sysco’s change in control provisions provide for “double trigger” accelerated vesting before benefits become payable. Specifically, the vesting of equity-based awards is only accelerated upon a change in control if, during the period commencing 12 months prior to the change in control and ending 24 months after such change in control, the NEO’s employment is terminated without “cause”, or the NEO terminates his or her employment for “good reason” (as such terms are defined in the applicable award agreement). The Committee has balanced the impact of these acceleration provisions with corresponding provisions in the MSP, the SERP, and the EDCP that provide for a reduction in benefits to the extent they are not deductible under Section 280G of the Internal Revenue Code.

  97. Relocation Expenses

    Relocation Expenses Consistent with the Committee’s desire that Sysco follow best corporate governance and compensation practices, the Committee adopted an executive relocation expense reimbursement policy that applies to all NEOs. The reimbursement policy prohibits Sysco from reimbursing any NEO for any loss on the sale of a house sold in connection with a relocation. In addition, the reimbursement policy requires the NEO to reimburse Sysco for all or a part of the relocation expenses if their employment is terminated for any reason other than death, disability, change in control, or termination without cause or for good reason, within a specified amount of time after receiving the reimbursement.

  98. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information with respect to compensation for each of the named executive officers (“NEOs”) for the prior fiscal years.

  99. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Kevin P. Hourican President and Chief Executive Officer | 2023 | 1,296,438 | — | 7,775,318 | 3,299,985 | 1,762,976 | — | 206,303 | 14,341,020 | | | 2022 | 1,296,438 | — | 6,990,845 | 3,146,812 | 2,070,900 | — | 151,511 | 13,656,506 | | | 2021 | 1,321,370 | — | 16,130,478 | 3,024,753 | 2,272,725 | — | 419,168 | 23,168,494 | | Kenny K. Cheung(8) Executive Vice President and Chief Financial Officer | 2023 | 159,288 | 600,000 | 1,686,062(9) | 745,859(9) | 144,406 | — | 33,760 | 3,369,375 | | Greg D. Bertrand Executive Vice President and Global Chief Operating Officer | 2023 | 749,025 | — | 1,745,799 | 740,980 | 848,808 | 9,906 | 147,950 | 4,242,469 | | | 2022 | 696,441 | — | 3,792,142 | 717,975 | 927,297 | 12,157 | 143,689 | 6,289,701 | | | 2021 | 689,450 | — | 1,517,979 | 666,799 | 988,199 | 135,948 | 81,989 | 4,080,364 | | Judith S. Sansone(8) Former Executive Vice President and Chief Commercial Officer | 2023 | 681,291 | — | 1,455,118 | 617,608 | 679,404 | — | 93,265 | 3,526,686 | | | 2022 | 661,974 | — | 1,397,230 | 628,970 | 775,506 | — | 70,276 | 3,533,956 | | Thomas R. Peck, Jr. Executive Vice President, Chief Information and Digital Officer | 2023 | 678,480 | — | 1,448,101 | 614,607 | 645,847 | — | 56,899 | 3,443,934 | | | 2022 | 661,974 | — | 1,397,230 | 628,970 | 705,005 | — | 86,184 | 3,479,363 | | | 2021 | 322,329 | 850,000 | 1,386,586 | 579,192 | 338,975 | — | 46,791 | 3,523,873 | | Aaron E. Alt Former Executive Vice President and Chief Financial Officer | 2023 | 417,780 | — | 1,879,631 | 797,729 | — | — | 93,490 | 3,188,629 | | | 2022 | 789,247 | — | 1,804,782 | 812,413 | 840,583 | — | 75,568 | 4,322,593 | | | 2021 | 443,767 | 365,000 | 1,894,801 | 748,694 | 404,163 | — | 71,637 | 3,928,062 | | Neil A. Russell, II(8) Senior Vice President, Corporate Affairs and Chief Administrative Officer | 2023 | 450,777 | 125,000 | 947,393 | 196,552 | 449,529 | — | 60,310 | 2,229,561 |

  100. SUMMARY COMPENSATION TABLE

    | (1) The salary amounts reflect the actual base salary payments earned by the NEOs in the applicable fiscal year. | | (2) The bonus amount reflects the sign-on bonus awarded to Mr. Cheung in connection with his appointment as Chief Financial Officer, and a lump sum bonus awarded to Mr. Russell in recognition of his services as interim CFO. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. | | (3) The amounts in this column represent the sum of restricted stock units and performance share units awarded at a grant date fair value of $85.57 for the August 2022 awards, and $73.39 for the May 2023 awards, in all cases computed in accordance with ASC 718. Stock awards were granted on August 18, 2022 to all NEOs aside from Mr. Cheung. Messrs. Cheung and Russell each received stock award grants on May 11, 2023. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. The values reflected in the table above include the grant date fair value of restricted stock units, and the grant date fair value of the performance share units at target performance. The grant date fair values of restricted stock units granted in fiscal year 2023 and of performance share units granted in fiscal year 2023 if target performance and maximum performance is achieved are as follows: |

  101. SUMMARY COMPENSATION TABLE

    | | | Performance Share Units | | | | Restricted Stock Units ($) | Target ($) | Maximum ($) | | Kevin P. Hourican | 2,221,483 | 5,553,835 | 11,107,670 | | Kenny K. Cheung | 481,732 | 1,204,330 | 2,408,660 | | Greg D. Bertrand | 498,788 | 1,247,012 | 2,494,024 | | Judith S. Sansone | 415,699 | 1,039,419 | 2,078,838 | | Thomas R. Peck, Jr. | 413,731 | 1,034,370 | 2,068,740 | | Aaron E. Alt | 537,037 | 1,342,593 | 2,685,186 | | Neil A. Russell, II | 616,665 | 330,728 | 661,456 |

  102. SUMMARY COMPENSATION TABLE

    The fair value of these performance share units is determined based on the closing price of our common stock on the last business day before the grant date. Compensation expense is recognized over the period an NEO is required to provide service based on the estimated vesting of the performance share units granted. See the Grants of Plan-Based Awards table below for more information on the stock awards granted in fiscal year 2023.

  103. SUMMARY COMPENSATION TABLE

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  104. SUMMARY COMPENSATION TABLE

    | (4) The amounts in this column represent the aggregate grant date fair value of stock options granted during each year. We estimated the fair value of each stock option award using a Black-Scholes pricing model, modified for dividends and using the following assumptions: risk-free interest rate of 3.01%; expected dividend yield of 2.45%; expected share price volatility of 32.09%; and expected term of 6.6 years. We did not assume any option exercises or risk of forfeiture during the expected option life in determining the valuation of the option awards. Had we done so, such assumptions could have reduced the reported grant date value. The actual value, if any, an NEO may realize upon exercise of options will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, the value realized, if any, may not be at or near the value estimated by the Black-Scholes model. | | (5) The amounts in this column with respect to fiscal year 2023 reflect cash awards to the eligible NEOs pursuant to awards under the AIP in fiscal year 2023, which were determined by the CLD Committee at its July 31, 2023 meeting and, to the extent not deferred by the NEO, paid shortly thereafter. | | (6) The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect above-market interest on amounts in the EDCP and the MSP, and the actuarial change in the present value of the NEOs’ benefits under all pension plans established and maintained by Sysco, determined using interest rate and mortality rate assumptions consistent with those used in Sysco’s financial statements. The pension plan amounts, some of which may not be currently vested, include: (i) changes in pension plan value; and (ii) changes in the value of benefits under the SERP. Active service-based accruals under the pension plan and the SERP ceased when each of those programs was frozen. Therefore, any subsequent changes in the actuarial present value of an NEO’s accumulated benefit under the pension plan and/or the SERP would likely be attributable, primarily, to variations in the discount rate or modifications to the actuarial assumptions. To the extent that any such aggregate change in the actuarial present value of an NEO’s accumulated benefit under the pension plan and/or the SERP was a decrease, this decrease is not reflected in the amounts shown in the “All Other Compensation” column above or the “Total” column in the table below. | | The following table shows, for Messrs. Bertrand and Russell, the only two NEO participants, the change in the actuarial present value for the pension plan and for the SERP, as well as the above-market interest on amounts in the EDCP and MSP for fiscal year 2023: |

  105. SUMMARY COMPENSATION TABLE

    | Name | Change in Pension Plan Value ($) | Change in SERP Value ($) | Above-Market Interest on Deferred Compensation ($) | Total ($) | | Greg D. Bertrand | (27,725) | (308,756) | 9,906 | 9,906 | | Neil A. Russell, II | (12,760) | (2,316) | 0 | 0 |

  106. SUMMARY COMPENSATION TABLE

    | (7) ‘Fiscal year 2023 amounts reported in the “All Other Compensation” column include the following: |

  107. SUMMARY COMPENSATION TABLE

    | Name | Perquisites, Other Personal Benefits and Tax Reimbursement ($)(a) | 401(k) Plan Employer Contribution ($)(b) | MSP Employer Contribution ($)(c) | | Kevin P. Hourican | — | 22,050 | 177,369 | | Kenny K. Cheung | 33,427 | — | — | | Greg D. Bertrand | — | 19,927 | 121,723 | | Judith S. Sansone | — | 20,291 | 68,582 | | Thomas R. Peck, Jr. | — | 19,394 | 33,245 | | Aaron E. Alt | — | 10,787 | 80,246 | | Neil A. Russell, II | — | 22,944 | 33,245 |

  108. SUMMARY COMPENSATION TABLE

    | (a) The amount shown in this column consists of perquisite amounts over $10,000, which includes relocation related expenses for Mr. Cheung in the amount of $26,797, and relocation related tax gross ups for Mr. Cheung in the amount of $6,630. | | (b) The amount shown for each NEO reflects amounts contributed by us to the Sysco 401(k) plan during fiscal year 2023. | | (c) The amount shown for each NEO reflects amounts contributed by us to the Sysco MSP during fiscal year 2023. |

  109. SUMMARY COMPENSATION TABLE

    | (8) Ms. Sansone became an NEO in 2022; consequently, the Summary Compensation Table includes only two years of her compensation. Messrs. Cheung and Russell became NEOs in 2023; consequently, the Summary Compensation Table includes only one year of their compensation. Mr. Russell is included due to his role as Interim Chief Financial Officer in fiscal year 2023. | | (9) Mr. Cheung was granted a full-year Fiscal 2023 LTIP Award primarily intended to compensate him for the forfeiture of his outstanding equity awards issued from his prior employer. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. |

  110. SUMMARY COMPENSATION TABLE

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  111. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information on annual incentive award opportunities, PSUs, RSUs, and stock options under our 2018 Omnibus Incentive Plan granted to the NEOs during the prior fiscal year.

  112. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | 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 or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Kevin P. Hourican | 8/18/2022 | — | — | — | 32,452 | 64,904 | 129,808 | — | — | — | 5,553,835 | | | 8/18/2022 | — | — | — | — | — | — | 25,961 | — | — | 2,221,483 | | | 8/18/2022 | — | — | — | — | — | — | — | 136,363 | 85.57 | 3,299,985 | | | | 975,000 | 1,950,000 | 3,510,000 | — | — | — | — | — | — | — | | Kenny K. Cheung(7) | 5/11/2023 | — | — | — | 8,205 | 16,410 | 32,820 | — | — | — | 1,204,330 | | | 5/11/2023 | — | — | — | — | — | — | 6,564 | — | — | 481,732 | | | 5/11/2023 | — | — | — | — | — | — | — | 35,945 | 73.39 | 745,859 | | | | 79,863 | 159,725 | 287,505 | — | — | — | — | — | — | — | | Greg D. Bertrand | 8/18/2022 | — | — | — | 7,286 | 14,573 | 29,146 | — | — | — | 1,247,012 | | | 8/18/2022 | — | — | — | — | — | — | 5,829 | — | — | 498,788 | | | 8/18/2022 | — | — | — | — | — | — | — | 30,619 | 85.57 | 740,980 | | | | 469,427 | 938,854 | 1,689,937 | — | — | — | — | — | — | — | | Judith S. Sansone | 8/18/2022 | — | — | — | 6,073 | 12,147 | 24,294 | — | — | — | 1,039,419 | | | 8/18/2022 | — | — | — | — | — | — | 4,858 | — | — | 415,699 | | | 8/18/2022 | — | — | — | — | — | — | — | 25,521 | 85.57 | 617,608 | | | | 341,581 | 683,163 | 1,229,693 | — | — | — | — | — | — | — | | Thomas R. Peck, Jr. | 8/18/2022 | — | — | — | 6,044 | 12,088 | 24,176 | — | — | — | 1,034,370 | | | 8/18/2022 | — | — | — | — | — | — | 4,835 | — | — | 413,731 | | | 8/18/2022 | — | — | — | — | — | — | — | 25,397 | 85.57 | 614,607 | | | | 340,172 | 680,344 | 1,224,619 | — | — | — | — | — | — | — | | Aaron E. Alt | 8/18/2022 | — | — | — | 7,845 | 15,690 | 31,380 | — | — | — | 1,342,593 | | | 8/18/2022 | — | — | — | — | — | — | 6,276 | — | — | 537,037 | | | 8/18/2022 | — | — | — | — | — | — | — | 32,964 | 85.57 | 797,729 | | Neil A. Russell, II | 8/18/2022 | — | — | — | 1,932 | 3,865 | 7,730 | — | — | — | 330,728 | | | 8/18/2022 | — | — | — | — | — | — | 1,546 | — | — | 132,291 | | | 8/18/2022 | — | — | — | — | — | — | — | 8,122 | 85.57 | 196,552 | | | 5/11/2023 | — | — | — | — | — | — | 6,600 | — | — | 484,374 | | | | 226,008 | 452,015 | 813,628 | — | — | — | — | — | — | — |

  113. GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts shown to which no grant date applies reflect the total of the threshold payment levels for each element under our AIP. This amount is 50% of the target amounts shown. The maximum amounts shown are 180% of such target amounts for each NEO. These amounts are based on the individual’s base salary as in effect at the end of each performance period, and pro-rated for merit as applicable. Mr. Alt was ineligible for an AIP payout due to his resignation effective January 6, 2023. | | (2) The amounts shown as having been granted on either August 18, 2022, or May 11, 2023, reflect the total of the threshold payment levels for the performance share units granted in fiscal year 2023 under the Sysco 2018 Omnibus Incentive Plan, which is 50% of the target amounts shown. The maximum amounts shown are 200% of such target amounts. Any amounts payable with respect to performance share units would be paid in August 2025 based on cumulative performance for the fiscal period 2023 to 2025. | | (3) The amounts shown reflect the number of restricted stock units granted to each NEO in fiscal year 2023 under the Sysco 2018 Omnibus Incentive Plan. | | (4) The amounts shown reflect the number of options to purchase ordinary shares granted to each NEO in fiscal year 2023 under the Sysco 2018 Omnibus Incentive Plan. | | (5) The exercise price for these options was set at the “Fair Market Value” on the date of the grant, which is defined as the closing sale price during regular trading hours of the stock on the immediately preceding date on the principal securities market in which shares of stock is then traded, or, if there were no trades on that date, the closing sale price during regular trading hours of the stock on the first trading day prior to that date. Pursuant to our 2018 Omnibus Incentive Plan, under which these options were granted, the exercise price of all options may not be less than the Fair Market Value. | | (6) We determined the following estimated grant date fair values for the options reported in the table above using a Black-Scholes pricing model: (i) options issued on August 18, 2022 of $24.20 per option, and (ii) options issued on May 11, 2023 of $20.75 per option. The assumptions underlying these option valuations are listed below: |

  114. GRANTS OF PLAN-BASED AWARDS

    | | Volatility | Risk-Free Rate of Return | Dividend Yield at the Date of Grant | Expected Option Life | | Fiscal year 2023 | 32.09% | 3.01% | 2.45% | 6.6 years |

  115. GRANTS OF PLAN-BASED AWARDS

    We did not assume any option exercises or risk of forfeiture during the expected option life in determining the valuation of the option awards. Had we done so, such assumptions could have reduced the reported grant date value. The actual value, if any, an executive may realize upon exercise of options will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, the value realized, if any, may not be at or near the value estimated by the Black-Scholes model.

  116. GRANTS OF PLAN-BASED AWARDS

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  117. GRANTS OF PLAN-BASED AWARDS

    We determined the estimated grant date fair value of the PSUs granted on (i) August 18, 2022 to be $85.57 and (ii) May 11, 2023, to be $73.39, per PSU, each being the closing price of our Common Stock on the last business day before the grant date, and assuming the target number of shares would be earned at the end of the three-year performance period. Grants of PSUs are reflected at target since actual shares to be received, if any, will be determined after the three-year performance period ending on June 28, 2025. The estimated grant date fair value of each of the RSUs reported in the table above is equal to the grant date fair value of the corresponding PSUs awarded on the same date and indicated in this footnote (6) above, in each case being the closing price of our Common Stock on the last business day before the grant date.

  118. GRANTS OF PLAN-BASED AWARDS

    | (7) Mr. Cheung was granted a full-year Fiscal 2023 LTIP Award primarily intended to compensate him for the forfeiture of his outstanding equity awards issued from his prior employer. Mr. Cheung was also eligible for a pro-rated AIP payout based on the number of days employed in fiscal year 2023. For further discussion, refer to the “Compensation Arrangements for Messrs. Cheung and Russell” section above. |

  119. OUTSTANDING EQUITY AWARDS AT YEAR-END

    OUTSTANDING EQUITY AWARDS AT YEAR-END Option grants prior to fiscal year 2017 have generally vested and become exercisable in five equal annual installments, beginning one year after the grant date. The option grants since fiscal year 2017 vest and become exercisable in three equal, annual installments, beginning one year after the grant date. The RSUs that were granted generally vest one-third per year over three years. The PSUs issued beginning in fiscal year 2017 under the 2018 Omnibus Incentive Plan and its predecessor, the 2013 Long-Term Incentive Plan, are typically subject to cliff vesting following a three-year performance period. The exercise price of options may not be less than the fair market value on the date of the grant. For this purpose, fair market value means the closing sale price during regular trading hours of the stock on the immediately preceding date on the principal securities market in which shares of our Common Stock are then traded, or, if there were no trades on that date, the closing sale price during regular trading hours of the Common Stock on the first trading day prior to that date. Sysco is specifically prohibited from repricing outstanding grants without stockholder approval. The CLD Committee generally makes equity grants during open “trading” windows under our Securities Trading Policy, at a time when we have publicly disseminated all material information likely to affect the trading price of our Common Stock. The CLD Committee will generally not make grants during a period preceding an anticipated event, such as an earnings release, which is likely to cause a substantial change in the trading price of our Common Stock. The following table provides information on the stock option, RSU, and PSU grants held by each NEO as of July 1, 2023.

  120. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Kevin P. Hourican | August 2022 | — | — | — | — | 66,168(2) | 4,909,666 | | | August 2022 | — | — | — | — | 25,961(3) | 1,926,306 | | | August 2022 | — | 136,363(4) | 85.57 | 8/17/2032 | — | — | | | August 2021 | — | — | — | — | 67,702(5) | 5,023,488 | | | August 2021 | — | — | — | — | 17,306(6) | 1,284,105 | | | August 2021 | 60,422 | 120,846(7) | 76.94 | 8/18/2031 | — | — | | | August 2020 | — | — | — | — | 11,291(8) | 837,792 | | | August 2020 | — | 75,019(9) | 58.08 | 8/19/2030 | — | — | | | February 2020 | 683,303 | — | 76.27 | 2/11/2030 | — | — | | Kenny K. Cheung | May 2023 | — | — | — | — | 16,410(10) | 1,217,622 | | | May 2023 | — | — | — | — | 6,564(11) | 487,049 | | | May 2023 | — | 35,945(12) | 73.39 | 5/10/2033 | — | — | | Greg D. Bertrand | August 2022 | — | — | — | — | 14,856(2) | 1,102,315 | | | August 2022 | — | — | — | — | 5,829(3) | 432,512 | | | August 2022 | — | 30,619(4) | 85.57 | 8/17/2032 | — | — | | | August 2021 | — | — | — | — | 45,235(5) | 3,356,437 | | | August 2021 | — | — | — | — | 3,948(6) | 292,942 | | | August 2021 | 13,786 | 27,572(7) | 76.94 | 8/18/2031 | — | — | | | August 2020 | — | — | — | — | 2,489(8) | 184,684 | | | August 2020 | 33,075 | 16,538(9) | 58.08 | 8/19/2030 | — | — | | | August 2019 | 75,929 | — | 72.80 | 8/20/2029 | — | — | | | August 2018 | 74,649 | — | 75.08 | 8/22/2028 | — | — | | | August 2017 | 79,918 | — | 51.22 | 8/24/2027 | — | — | | | August 2016 | 43,750 | — | 52.42 | 8/24/2026 | — | — |

  121. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | SYSCO CORPORATION // 2023 Proxy Statement | 66 |

  122. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Judith S. Sansone | August 2022 | — | — | — | — | 12,383(2) | 918,819 | | | August 2022 | — | — | — | — | 4,858(3) | 360,464 | | | August 2022 | — | 25,521(4) | 85.57 | 8/19/2032 | — | — | | | August 2021 | — | — | — | — | 13,531(5) | 1,004,000 | | | August 2021 | — | — | — | — | 3,458(6) | 256,584 | | | August 2021 | 12,077 | 24,154(7) | 76.94 | 8/18/2031 | — | — | | | November 2020 | — | — | — | — | 1,903(13) | 141,203 | | | November 2020 | 20,877 | 10,439(14) | 74.23 | 11/17/2030 | — | — | | Thomas R. Peck, Jr. | August 2022 | — | — | — | — | 12,323(2) | 914,367 | | | August 2022 | — | — | — | — | 4,835(3) | 358,757 | | | August 2022 | — | 25,397(4) | 85.57 | 8/17/2032 | — | — | | | August 2021 | — | — | — | — | 13,531(5) | 1,004,000 | | | August 2021 | — | — | — | — | 3,458(6) | 256,584 | | | August 2021 | 12,077 | 24,154(7) | 76.94 | 8/18/2031 | — | — | | | February 2021 | — | — | — | — | 1,734(15) | 128,663 | | | February 2021 | 20,354 | 10,178(16) | 76.14 | 2/10/2031 | — | — | | Neil A. Russell, II | May 2023 | — | — | — | — | 6,600(11) | 489,720 | | | August 2022 | — | — | — | — | 3,940(2) | 292,348 | | | August 2022 | — | — | — | — | 1,546(3) | 114,713 | | | August 2022 | — | 8,122(4) | 85.57 | 8/17/2032 | — | — | | | August 2021 | — | — | — | — | 4,223(5) | 313,347 | | | August 2021 | — | — | — | — | 1,079(6) | 80,062 | | | August 2021 | — | 7,541(7) | 76.94 | 8/18/2031 | — | — | | | November 2020 | — | — | — | — | 1,122(13) | 83,252 | | | August 2020 | — | — | — | — | 771(8) | 57,208 | | | August 2020 | 1 | 5,128(9) | 58.08 | 8/19/2030 | — | — |

  123. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (1) The aggregate value, rounded to the nearest whole dollar, of each outstanding award of RSUs and PSUs is calculated using the closing price of our Common Stock on June 30, 2023, the last trading day of fiscal year 2023, of $74.20. | | (2) Represents the target number of shares of our Common Stock, rounded down to the nearest whole share, underlying the PSUs awarded to the NEO in August in connection with their Fiscal 2023 LTIP Award, as well as dividend equivalents that are expected to be paid in shares of Common Stock upon vesting of these PSUs. Each PSU represents the right to receive one share of Common Stock, at target levels, but the ultimate number of shares of Common Stock to be earned with respect to a participant’s PSUs will be determined at the end of the three-year performance period ending on June 28, 2025 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. See “Compensation Discussion and Analysis—What We Paid—Long Term Incentive Plan” above for further discussion of these PSUs. | | (3) These RSUs were awarded to the NEO in August 2022 in connection with their Fiscal 2023 LTIP Award. These RSUs will vest in three equal installments on September 1, 2023, 2024 and 2025. See “Compensation Discussion and Analysis—What We Paid—Long Term Incentive Plan” above for further discussion of these RSUs. | | (4) These options were awarded to the NEO in August 2022 in connection with their Fiscal 2023 LTIP Award. These options will vest in three equal installments on August 18, 2023, 2024 and 2025. See “Compensation Discussion and Analysis—What We Paid—Long Term Incentive Plan” above for further discussion of these options. | | (5) These PSUs were awarded to the NEO in August 2021 in connection with their annual LTIP award, as well as dividend equivalents that are expected to be paid upon vesting of these PSUs. PSUs will be determined at the end of the three-year performance period ending on June 29, 2024, and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. | | (6) These RSUs were awarded to the NEO in August 2021 in connection with their annual LTIP award. One-third of these RSUs vested on each of September 1, 2022 and 2023, with the remainder vesting on September 1, 2024. | | (7) These options were awarded to the NEO in August 2021 in connection with their annual LTIP award. One-third of these options vested on each of August 19, 2022 and 2023, with the remainder vesting on August 19, 2024. | | (8) These RSUs were awarded to the NEO in August 2020 in connection with their annual LTIP award. One-third of these RSUs vested on each of September 1, 2021, 2022 and 2023. | | (9) These options were awarded to the NEO in August 2020 in connection with their annual LTIP award. One-third of these options vested on each of August 20, 2021, 2022 and 2023. |

  124. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | SYSCO CORPORATION // 2023 Proxy Statement | 67 |

  125. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (10) Represents the target number of shares of our Common Stock, rounded down to the nearest whole share, underlying the PSUs awarded to Mr. Cheung in connection with his appointment as Chief Financial Officer, as well as dividend equivalents that are expected to be paid in shares of Common Stock upon vesting of these PSUs. Each PSU represents the right to receive one share of Common Stock, at target levels, but the ultimate number of shares of Common Stock to be earned with respect to a participant’s PSUs will be determined at the end of the three-year performance period ending on June 28, 2025 and could range from 0% to 200% of the target number of PSUs granted to the participant, based on the Company’s performance relative to the pre-established targets. | | (11) These RSUs were awarded to Messrs. Cheung and Russell in May 2023 in connection with their appointments as Chief Financial Officer and Senior Vice President, Corporate Affairs and Chief Administrative Officer, respectively. These RSUs will vest in three equal installments on June 1, 2024, 2025 and 2026. | | (12) These options were awarded to Mr. Cheung in May 2023 in connection with his appointment as Chief Financial Officer. These options will vest in three equal installments on May 11, 2024, 2025 and 2026. | | (13) These RSUs were awarded to the NEO in November 2020. One-third of these RSUs vested on each of December 1, 2021 and 2022, with the remainder vesting on December 1, 2023. | | (14) These options were awarded to the NEO in November 2020. One-third of these options vested on each of November 18, 2021 and 2022, with the remainder vesting on November 18, 2023. | | (15) These RSUs were awarded to the NEO in February 2021. One-third of these RSUs vested on each of March 1, 2022 and 2023, with the remainder vesting on March 1, 2024. | | (16) These options were awarded to the NEO in February 2021. One-third of these options vested on each of February 11, 2022 and 2023, with the remainder vesting on February 11, 2024. |

  126. OUTSTANDING EQUITY AWARDS AT YEAR-END

    Retirement in Good Standing or Disability. If the NEO’s employment terminates as a result of retirement in good standing or disability, the option awards listed above will remain outstanding, vest and be exercisable in accordance with its terms as if the NEO remained an employee of Sysco. Death. All unvested options will vest immediately upon the death of an NEO while actively employed by Sysco. Furthermore, the options provide that the NEO’s estate or designees may exercise the options at any time within three years after his death, but in no event later than the original expiration date. Change in Control. If the Company terminates the NEO’s employment within 12 months before, or 24 months following, a change in control of Sysco, then the options listed in the table above will remain outstanding, vest and be exercisable in accordance with their terms as if the NEO had remained an employee of Sysco.

  127. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to aggregate option exercises and the vesting of stock awards during the last fiscal year for each of the NEOs.

  128. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Kevin P. Hourican | 75,019 | 1,735,617 | 344,853 | 29,997,918 | | Kenny K. Cheung | — | — | — | — | | Greg D. Bertrand | — | — | 34,443 | 2,983,635 | | Judith S. Sansone | — | — | 26,394 | 2,293,469 | | Thomas R. Peck, Jr. | — | — | 24,085 | 2,071,377 | | Aaron E. Alt | 15,599 | 11,203 | 32,168 | 2,771,336 | | Neil A. Russell, II | 13,494 | 235,390 | 11,730 | 1,016,310 |

  129. OPTION EXERCISES AND STOCK VESTED

    | (1) For shares sold immediately upon exercise of the option, we calculated the value realized based on the difference between the actual sales price of the shares underlying the option and the exercise price of the option. Otherwise, we calculated the value realized based on the difference between the fair market value of the Common Stock (i.e., the NYSE closing price on the preceding trading day) and the exercise price of the option. | | (2) We computed the value realized upon vesting of RSUs by multiplying the number of shares of common stock underlying RSUs that vested by the NYSE closing price of Sysco’s common stock on the last trading day prior to the vesting date. Dividend equivalents with regard to the RSUs that vested during fiscal year 2023 were paid in cash at the time of such vesting and are not reflected in this column. We computed the value realized upon the distribution of the shares of common stock underlying the PSUs that vested during fiscal year 2023 by multiplying that number of shares by the NYSE closing price of Sysco’s common stock on the last trading day prior to the distribution. Dividend equivalents with regard to the PSUs that vested during fiscal year 2023 were paid in shares and credited at each dividend payment date. |

  130. OPTION EXERCISES AND STOCK VESTED

    | SYSCO CORPORATION // 2023 Proxy Statement | 68 |

  131. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table provides information regarding executive contributions and related company matches, earnings, and account balances under the Executive Deferred Compensation Plan (“EDCP”) and the Management Savings Plan (“MSP”) for each of the NEOs during fiscal year 2023. None of the NEOs made any withdrawals or received any distributions under these plans with respect to fiscal year 2023. During fiscal year 2023, all NEOs (other than Mr. Cheung) were participants in the MSP and only Mr. Bertrand was a participant in the EDCP.

  132. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Applicable Plan | Executive Contributions for Fiscal year 2023 ($)(1) | Registrant Contributions for Fiscal year 2023 ($)(2) | Aggregate Earnings in Fiscal Year 2023 ($)(3) | Aggregate Balance on July 1, 2023 ($)(4) | | Kevin P. Hourican | MSP | 168,563 | 177,369 | 8,464 | 513,537 | | | EDCP | — | — | — | — | | Kenny K. Cheung | MSP | — | — | — | — | | | EDCP | — | — | — | — | | Greg D. Bertrand | MSP | 185,492 | 121,723 | 333,767 | 3,231,105 | | | EDCP | — | — | 27,778 | 584,784 | | Judith S. Sansone | MSP | 524,298 | 68,582 | 109,326 | 1,149,540 | | | EDCP | — | — | — | — | | Thomas R. Peck, Jr. | MSP | — | 33,245 | 1,450 | 81,927 | | | EDCP | — | — | — | — | | Aaron E. Alt | MSP | 87,167 | 80,246 | 42,076 | 327,265 | | | EDCP | — | — | — | — | | Neil A. Russell, II | MSP | 23,066 | 33,245 | 28,697 | 248,921 | | | EDCP | — | — | — | — |

  133. NONQUALIFIED DEFERRED COMPENSATION

    | (1) For the MSP, the amount shown for each NEO includes the deferral of a portion of the salary paid to the NEO for fiscal year 2023. The amount of such deferred salary is included in the Summary Compensation Table above under the “Salary” column for 2023. | | (2) As discussed below, the MSP allows participants to defer a portion of their salary and annual incentive award and provides for Company contributions to participants’ accounts, including matching, non-elective and SERP transitional contributions. The amount shown consists of the following Company contributions for each NEO: |

  134. NONQUALIFIED DEFERRED COMPENSATION

    | | Match ($) | Non-elective ($) | SERP Transition ($) | | Kevin P. Hourican | 85,381 | 91,988 | — | | Kenny K. Cheung | — | — | — | | Greg D. Bertrand | 40,270 | 40,270 | 41,183 | | Judith S. Sansone | 34,291 | 34,291 | — | | Thomas R. Peck, Jr. | 1,100 | 32,145 | — | | Aaron E. Alt | 40,123 | 40,123 | — | | Neil A. Russell, II | 15,883 | 17,362 | — |

  135. NONQUALIFIED DEFERRED COMPENSATION

    | (3) The above-market interest portion of these amounts is included in the fiscal year 2023 disclosure under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column and footnote (6) of the Summary Compensation Table above, in the following amounts: $9,906 for the EDCP and $0 for the MSP for Mr. Bertrand. |

  136. PENSION BENEFITS

    PENSION BENEFITS Sysco maintains two defined benefit pension plans. The Sysco Corporation Retirement Plan (“Pension Plan”) is intended to be a tax-qualified plan under the Internal Revenue Code. The SERP is not a tax-qualified plan. The pension plan ceased all non-union participant accruals effective December 31, 2012, and the SERP was amended to freeze benefits and stop future accruals effective June 29, 2013. Participants covered by the SERP as of June 29, 2013, were granted accelerated vesting. Those who retire and are not eligible for immediate commencement of their SERP benefit will be deemed 100% vested, with benefits payable upon reaching age 65. For those who are eligible for a SERP benefit at the time of retirement, an early retirement reduction factor will be used to determine the amount available. As of January 1, 2013, the broad-based, tax-qualified 401(k) plan was enhanced to provide a larger benefit going forward. The following table shows the years of credited service for eligibility purposes (e.g., early retirement rights) and the present value of the accrued benefits for each of the NEOs under each of the pension plan and SERP as of July 1, 2023. Messrs. Bertrand and Russell are the only NEOs who are a participant in either of the Sysco-maintained defined benefit plans.

  137. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Greg D. Bertrand | Pension Plan | 32.0 | 441,454 | — | | | SERP | 32.0 | 2,561,083 | — | | Neil A. Russell, II | Pension Plan | 15.917 | 109,775 | — | | | SERP | 15.917 | 62,795 | — |

  138. PENSION BENEFITS

    As required by SEC rules, we calculated Messrs. Bertrand’s and Russell’s accrued benefits under the pension plan by assuming they will remain in service with the Company until age 65, which is the earliest age at which the NEOs can retire without any reduction in benefits. Amounts shown below assume the pension plan benefit will be paid in the form of a life-only annuity with a 5-year guarantee. Amounts for present value purposes assume that 50% will elect the 100% joint-life annuity and 50% will elect a single life-only annuity. Other optional forms of payment are available from the pension plan. For the SERP, we calculated Messrs. Bertrand’s and Russell’s accrued benefits by assuming they will remain in service with Sysco until the earliest age they could retire without any reduction in SERP benefits, which is ages 59 and 58, respectively. Our SERP plan defines the earliest unreduced retirement age as when the individual’s full years of age plus full years of service equals or exceeds 80. The amounts shown below and for present value purposes assume the SERP will be paid as a joint-life annuity, reducing to two-thirds upon the death of either the executive or his spouse, with the unreduced payment guaranteed for 10 years. Members also have the option to elect a life-only annuity with a 10-year guarantee. We calculated the present value of the accumulated pension plan and SERP benefits based on a 5.62% discount rate for the pension plan and a 5.65% discount rate for the SERP, with a post-retirement mortality assumption based on the Society of Actuaries’ Pri-2012 Private Retirement Plans Mortality Table for healthy retirees without collars and the MSS 2023 projection scale. Following are the estimated accrued benefits earned through the fiscal year ended July 1, 2023, for the pension plan or SERP, as noted. These annual amounts would be payable at the earliest unreduced retirement age, as described above, if the NEO remains in the service of Sysco until such an age. Projected benefits that may be earned due to pay and service after the fiscal year ended July 1, 2023, are not included in these estimates.

  139. PENSION BENEFITS

    | Name | Plan Name | Earliest Unreduced Retirement Age | Expected Years of Payments | Estimated Annual Benefit ($) | | Greg D. Bertrand | Pension Plan | 65 | 21.3 | 50,829 | | | SERP | 59 | 29.1 | 179,258 | | Neil A. Russell, II | Pension Plan | 65 | 21.7 | 18,526 | | | SERP | 58 | 30.3 | 1,804 |

  140. PENSION BENEFITS

    In addition to the above, we provide a temporary Social Security bridge benefit to an executive commencing SERP benefits before age 62, payable until the earlier of age 62 or death. The amount of this monthly benefit for Messrs. Bertrand and Russell, based on the SERP early retirement assumptions above, are $1,638 and $1,456, respectively.

  141. PENSION BENEFITS

    | SYSCO CORPORATION // 2023 Proxy Statement | 70 |

  142. Pension Plan

    Pension Plan The pension plan, which is intended to be tax-qualified, is funded through an irrevocable tax-exempt trust. As noted above, as of January 1, 2013, non-union employees no longer earn additional retirement benefits under the pension plan, so earnings and service after December 31, 2012, were not taken into account for determining non-union participants’ accrued benefits under the pension plan. In general, a participant’s accrued benefit is equal to 1.5% times the participant’s average monthly eligible earnings for each year or partial year of service with Sysco or a subsidiary. The accrued benefit under the pension plan is expressed in the form of a monthly annuity for the participant’s life, beginning at age 65, the plan’s normal retirement age, and with payments guaranteed for five years. A participant who remains with Sysco until at least age 55 with 10 years of service is entitled to early retirement payments. In such case, we reduce the benefit by 6.67% per year for the first five years prior to normal retirement age and an additional 3.33% per year for years prior to age 60. Employees vest in the pension plan after five years of service; the amendment to freeze benefit accruals under the pension plan after December 31, 2012, did not impact the service determination for vesting purposes. Benefits provided under the pension plan are based on compensation up to a limit, which is $330,000 for calendar year 2023, under the Internal Revenue Code. In addition, annual benefits provided under the pension plan may not exceed a limit, which is $265,000 for calendar year 2023, under the Internal Revenue Code.

  143. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related SEC rules, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the “Annual Total Compensation”), of our CEO, Kevin P. Hourican, and the Annual Total Compensation of our median employee. For fiscal year 2023:

  144. CEO PAY RATIO

    | The Annual Total Compensation of our CEO | $14,341,020 | | The Annual Total Compensation of our Median Employee | $98,704 | | The Ratio of the CEO’s to the Median Employee’s Annual Total Compensation | 145:1 |

  145. CEO PAY RATIO

    During the 2023 fiscal year, there were no such changes in employee population or compensation arrangements generally that would significantly change our pay ratio disclosure. However, the median employee from fiscal year 2021 is no longer with the Company and, accordingly, we determined it was no longer appropriate to use that median employee for calculating the CEO pay ratio. Therefore, as permitted by Item 402(u) of Regulation S-K, we identified another employee as the median employee for fiscal year 2023 from among the employees who had compensation substantially similar to the original median employee based on the compensation measure used to select the original median employee in fiscal year 2021. We then identified and calculated the elements of the median employee’s total compensation for fiscal year 2023 in accordance with the requirements of Item 402(c) (2)(x) of Regulation S-K, resulting in Annual Total Compensation of $98,704. With respect to the Annual Total Compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table. Because the SEC rules for identifying the median employee and calculating the CEO pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our disclosure may not be comparable to the CEO pay ratios reported by other companies. However, we believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the applicable SEC rules.

  146. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “Compensation Actually Paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The Pay Versus Performance (“PVP”) table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the fiscal years ending 2021, 2022 and 2023. Note that for our NEOs other than our CEO, compensation is reported as an average.

  147. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for Mr. Hourican ($)(1) | Compensation Actually Paid to Mr. Hourican ($)(2) | Average SCT Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net Earnings MM ($)(6) | Operating Income MM ($)(7) | | 2023 | 14,341,020 | 8,556,035 | 3,333,442 | 1,497,738 | 154 | 147 | 1,770 | 3,210 | | 2022 | 13,656,506 | 24,735,090 | 4,768,765 | 5,276,820 | 175 | 136 | 1,359 | 2,638 | | 2021 | 23,168,494 | 41,044,027 | 4,072,368 | 5,628,058 | 153 | 130 | 524 | 1,417 |

  148. PAY VERSUS PERFORMANCE

    | (1) Values shown are as calculated in the SCT for each given year. Kevin P. Hourican served as CEO in 2021, 2022, and 2023. | | (2) Values shown represent Mr. Hourican’s CAP calculated in accordance with SEC rules. This value is derived in part from outstanding equity compensation that may be realizable in the future, and as such, the values shown do not fully represent the actual final amount of compensation earned or paid to Mr. Hourican during the applicable years. See “Mr. Hourican (CEO) Compensation” below for additional information on the adjustments made to Mr. Hourican’s total compensation to determine CAP for each year. | | (3) Values shown reflect the average total compensation of our non-CEO NEOs, as calculated in the SCT for each given year. Non-CEO NEOs were as follows: |

  149. PAY VERSUS PERFORMANCE

    | • | 2023: Aaron E. Alt, Greg D. Bertrand, Kenny K. Cheung, Thomas R. Peck, Jr., Neil A. Russell, II, and Judith S. Sansone. | | • | 2022: Aaron E. Alt, Greg D. Bertrand, Tim Ørting Jørgensen, Thomas R. Peck, Jr., and Judith S. Sansone. | | • | 2021: Aaron E. Alt, Greg D. Bertrand, Joel T. Grade, Tim Ørting Jørgensen, and Thomas R. Peck, Jr. |

  150. PAY VERSUS PERFORMANCE

    | (4) Values shown represent the average non-CEO NEOs CAP calculated in accordance with SEC rules. This value is derived in part from outstanding equity compensation that may be realizable in the future, and as such, the values shown do not fully represent the actual final amount of compensation earned or paid to the NEOs during the applicable years. See “Average Non-CEO NEOs Compensation” below for additional information on the adjustments made to the Non-CEO NEOs total compensation to determine CAP for each year. | | (5) Total Shareholder Return (TSR) assumes $100 is invested as of June 27, 2020. TSR represents cumulative return over the applicable period. The Peer Group used for this calculation was the S&P 500 Food/Staple Retail Index which is also reported on Form 10-K in the Performance Graph. | | (6) Net Earnings reflected represents GAAP Net Earnings as reported on Form 10-K within the Key Operating Metrics. | | (7) Operating Income is the Company-selected performance measure, per the requirements of item 402(v) of Regulation S-K. See reconciliation in Annex I – Non-GAAP Reconciliations. |

  151. PAY VERSUS PERFORMANCE

    | SYSCO CORPORATION // 2023 Proxy Statement | 72 |

  152. Relationship of Compensation Actually Paid and Performance Measures

    Relationship of Compensation Actually Paid and Performance Measures The following charts describe the relationship of CAP to the performance measures listed in the PVP Table above. Generally, CAP has a low correlation with the financial measures for the years shown in the charts below. Sysco places significant emphasis on equity compensation, which is sensitive to stock price changes. Due to the sensitivity of CAP to stock price changes, the timing of the grants and the changes in stock price thereafter significantly influence the Compensation Actually Paid each year, as determined under Item 402(v) of Regulation S-K.

  153. Relationship of Compensation Actually Paid and Performance Measures

    | (1) Operating Income includes non-GAAP adjustments. See reconciliation in Annex I – Non-GAAP Reconciliations. |

  154. Relationship of Compensation Actually Paid and Performance Measures

    | SYSCO CORPORATION // 2023 Proxy Statement | 74 |

  155. Recommending Director Nominees

    Recommending Director Nominees The Governance Committee will consider any director nominees you recommend in writing for the 2024 Annual Meeting. Please submit a written recommendation that conforms with the procedural and informational requirements set forth above at “Board of Directors Matters — Director Candidates Recommended by Stockholders” no later than May 1, 2024.

  156. Submitting Proxy Access Director Nominees

    Submitting Proxy Access Director Nominees If you wish to submit up to two director nominees for inclusion in the proxy statement for our 2024 Annual Meeting pursuant to Article I, Section 9 of the Company’s bylaws, the Corporate Secretary must receive your proxy access notice between July 10, 2024 and August 19, 2024. You must satisfy the applicable eligibility requirements described in, and your proxy access notice must include the information required by, the Company’s bylaws.

  157. Other Proposals or Director Nominees

    Other Proposals or Director Nominees If you want to present any other business at our 2024 Annual Meeting, including nominating one or more individuals to serve as director outside of our proxy access process, the Corporate Secretary must receive notice of your proposed business pursuant to Article I, Section 8, or notice of your proposed director nominee pursuant to Article I, Section 7, of the Company’s bylaws, between July 10, 2024, and August 19, 2024. You must be a stockholder of record on the date you provide notice of your proposal to the Company and on the record date for determining stockholders entitled to notice of the meeting and to vote. In each instance, you must comply with, and provide the information required by, the applicable provisions of the Company’s bylaws within the deadline specified above.

  158. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

  159. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    | (in thousands, except for share and per share data) | 2023 ($) | 2022 ($) | Period Change ($) | Period Change (%) | | Sales (GAAP) | 76,324,675 | 68,636,146 | 7,688,529 | 11.2 | | Impact of currency fluctuations(1) | 910,290 | — | 910,290 | 1.3 | | Comparable sales using a constant currency basis (Non-GAAP) | 77,234,965 | 68,636,146 | 8,598,819 | 12.5 | | Cost of sales | 62,369,678 | 56,315,622 | 6,054,056 | 10.8 | | Impact of inventory valuation adjustment(2) | 2,571 | (73,224) | 75,795 | 0.1 | | Cost of sales adjusted for Certain Items (Non-GAAP) | 62,372,249 | 56,242,398 | 6,129,851 | 10.9 | | Gross profit (GAAP) | 13,954,997 | 12,320,524 | 1,634,473 | 13.3 | | Impact of inventory valuation adjustment(2) | (2,571) | 73,224 | (75,795) | (0.7) | | Gross profit adjusted for Certain Items (Non-GAAP) | 13,952,426 | 12,393,748 | 1,558,678 | 12.6 | | Impact of currency fluctuations(1) | 188,796 | — | 188,796 | 1.5 | | Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | 14,141,222 | 12,393,748 | 1,747,474 | 14.1 | | Gross margin (GAAP) | 18.28% | 17.95% | | 33 bps | | Impact of inventory valuation adjustment(2) | 0.00% | 0.11% | | -11 bps | | Gross margin adjusted for Certain Items (Non-GAAP) | 18.28% | 18.06% | | 22 bps | | Impact of currency fluctuations(1) | 0.03% | 0.00% | | 3 bps | | Comparable gross margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 18.31% | 18.06% | | 25 bps | | Operating expenses (GAAP) | 10,916,448 | 9,974,024 | 942,424 | 9.4 | | Impact of restructuring and transformational project costs(3) | (62,965) | (107,475) | 44,510 | 41.4 | | Impact of acquisition-related costs(4) | (115,889) | (139,173) | 23,284 | 16.7 | | Impact of bad debt reserve adjustments(5) | 4,425 | 27,999 | (23,574) | (84.2) | | Operating expenses adjusted for Certain Items (Non-GAAP) | 10,742,019 | 9,755,375 | 986,644 | 10.1 | | Impact of currency fluctuations(1) | 182,873 | — | 182,873 | 1.9 | | Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | 10,924,892 | 9,755,375 | 1,169,517 | 12.0 | | Operating expense as a percentage of sales (GAAP) | 14.30% | 14.53% | | -23 bps | | Impact of certain items adjustments | -0.23% | -0.32% | | 9 bps | | Adjusted operating expense as a percentage of sales (Non-GAAP) | 14.07% | 14.21% | | -14 bps | | Operating income (GAAP) | 3,038,549 | 2,346,500 | 692,049 | 29.5 | | Impact of inventory valuation adjustment(2) | (2,571) | 73,224 | (75,795) | NM | | Impact of restructuring and transformational project costs(3) | 62,965 | 107,475 | (44,510) | (41.4) | | Impact of acquisition-related costs(4) | 115,889 | 139,173 | (23,284) | (16.7) | | Impact of bad debt reserve adjustments(5) | (4,425) | (27,999) | 23,574 | 84.2 | | Operating income adjusted for Certain Items (Non-GAAP) | 3,210,407 | 2,638,373 | 572,034 | 21.7 | | Impact of currency fluctuations(1) | 5,923 | — | 5,923 | 0.2 | | Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | 3,216,330 | 2,638,373 | 577,957 | 21.9 | | Operating margin (GAAP) | 3.98% | 3.42% | | 56 bps | | Operating margin adjusted for Certain Items (Non-GAAP) | 4.21% | 3.84% | | 37 bps | | Operating margin adjusted for Certain Items using a constant currency basis (Non-GAAP) | 4.16% | 3.84% | | 33 bps | | Interest Expense (GAAP) | 526,752 | 623,643 | (96,891) | (15.5) | | Impact of loss on extinguishment of debt | — | (115,603) | 115,603 | NM | | Interest expense adjusted for Certain Items (Non-GAAP) | 526,752 | 508,040 | 18,712 | 3.7 | | Other expense (income) (GAAP) | 226,442 | (23,916) | 250,358 | NM | | Impact of other non-routine gains and losses(6) | (194,459) | — | (194,459) | NM | | Other expense (income) adjusted for Certain Items (Non-GAAP) | 31,983 | (23,916) | 55,899 | NM |

  160. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    | SYSCO CORPORATION // 2023 Proxy Statement | 91 |

  161. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    | (in thousands, except for share and per share data) | 2023 ($) | 2022 ($) | Period Change ($) | Period Change (%) | | Net earnings (GAAP) | 1,770,124 | 1,358,768 | 411,356 | 30.3 | | Impact of inventory valuation adjustment(2) | (2,571) | 73,224 | (75,795) | NM | | Impact of restructuring and transformational project costs(3) | 62,965 | 107,475 | (44,510) | (41.4) | | Impact of acquisition-related costs(4) | 115,889 | 139,173 | (23,284) | (16.7) | | Impact of bad debt reserve adjustments(5) | (4,425) | (27,999) | 23,574 | 84.2 | | Impact of loss on extinguishment of debt | — | 115,603 | (115,603) | NM | | Impact of other non-routine gains and losses(6) | 194,459 | — | 194,459 | NM | | Tax impact of inventory valuation adjustment(7) | 647 | (18,902) | 19,549 | NM | | Tax impact of restructuring and transformational project costs(7) | (15,847) | (27,743) | 11,896 | 42.9 | | Tax impact of acquisition-related costs(7) | (29,166) | (35,926) | 6,760 | 18.8 | | Tax impact of bad debt reserve adjustments(7) | 1,114 | 7,228 | (6,114) | (84.6) | | Tax impact of loss on extinguishment of debt(7) | — | (29,841) | 29,841 | NM | | Tax impact of other non-routine gains and losses(7) | (48,941) | — | (48,941) | NM | | Impact of adjustments to uncertain tax positions | — | 12,000 | (12,000) | NM | | Net earnings adjusted for Certain Items (Non-GAAP) | 2,044,248 | 1,673,060 | 371,188 | 22.2 | | Diluted earnings per share (GAAP) | 3.47 | 2.64 | 0.83 | 31.4 | | Impact of inventory valuation adjustment(2) | (0.01) | 0.14 | (0.15) | NM | | Impact of restructuring and transformational project costs(3) | 0.12 | 0.21 | (0.09) | (42.9) | | Impact of acquisition-related costs(4) | 0.23 | 0.27 | (0.04) | (14.8) | | Impact of bad debt reserve adjustments(5) | (0.01) | (0.05) | 0.04 | 80.0 | | Impact of loss on extinguishment of debt | — | 0.22 | (0.22) | NM | | Impact of other non-routine gains and losses(6) | 0.38 | — | 0.38 | NM | | Tax impact of inventory valuation adjustments(7) | — | (0.04) | 0.04 | NM | | Tax impact of restructuring and transformational project costs(7) | (0.03) | (0.05) | 0.02 | 40.0 | | Tax impact of acquisition-related costs(7) | (0.06) | (0.07) | 0.01 | 14.3 | | Tax impact of bad debt reserve adjustments(7) | — | 0.01 | (0.01) | NM | | Tax impact of loss on extinguishment of debt(7) | — | (0.06) | 0.06 | NM | | Tax impact of other non-routine gains and losses(7) | (0.10) | — | (0.10) | NM | | Impact of adjustments to uncertain tax positions | — | 0.02 | (0.02) | NM | | Diluted earnings per share adjusted for Certain Items (Non-GAAP)(8) | 4.01 | 3.25 | 0.76 | 23.4 | | Diluted shares outstanding | 509,719,756 | 514,005,827 | | |

  162. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    | (1) Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results. | | (2) Fiscal 2023 represents an adjustment to a product return allowance, related to COVID-related personal protection equipment inventory. Fiscal 2022 represents a write-down of COVID-related personal protection equipment inventory due to the reduction in the net realizable value of inventory. | | (3) Fiscal 2023 includes $20 million related to restructuring and severance charges and $43 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2022 includes $59 million related to restructuring and severance charges and $49 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. | | (4) Fiscal 2023 includes $105 million of intangible amortization expense and $10 million in acquisition and due diligence costs. Fiscal 2022 includes $106 million of intangible amortization expense and $33 million in acquisition and due diligence costs. | | (5) Fiscal 2023 and fiscal 2022 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020. | | (6) Fiscal 2023 primarily includes a pension settlement charge of $315 million that resulted from the purchase of a nonparticipating single premium group annuity contract that transferred defined benefit plan obligations to an insurer and $122 million in income from a litigation financing agreement. | | (7) The tax impact of adjustments for Certain Items is calculated by multiplying the pretax impact of each Certain Item by the statutory rates in effect for each jurisdiction where the Certain Item was incurred. | | (8) Individual components of diluted earnings per share may not add up to the total presented due to rounding. Total diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding. |

  163. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Letter from CEO and Chair and Pay Versus Performance)

    | SYSCO CORPORATION // 2023 Proxy Statement | 92 |

  164. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

    Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

  165. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

    | (in thousands, except for share and per share data) | 2022 ($) | 2021 ($) | Period Change ($) | Period Change (%) | | Sales (GAAP) | 68,636,146 | 51,297,843 | 17,338,303 | 33.8 | | Impact of currency fluctuations(1) | 178,629 | — | 178,629 | 0.3 | | Comparable sales using a constant currency basis (Non-GAAP) | 68,814,775 | 51,297,843 | 17,516,932 | 34.1 | | Less 1 week fourth quarter sales | — | (1,152,635) | 1,152,635 | 3.1 | | Comparable sales using a constant currency and a 52 week basis (Non-GAAP) | 68,814,775 | 50,145,208 | 18,669,567 | 37.2 | | Comparable sales using a 52 week basis (Non-GAAP) | 68,636,146 | 50,145,208 | 18,490,938 | 36.9 | | Cost of sales (GAAP) | 56,315,622 | 41,941,094 | 14,374,528 | 34.3 | | Impact of inventory valuation adjustment(2) | (73,224) | — | (73,224) | (0.2) | | Cost of Sales adjusted for Certain Items (Non-GAAP) | 56,242,398 | 41,941,094 | 14,301,304 | 34.1 | | Less 1 week fourth quarter cost of sales | — | (944,365) | 944,365 | 3.1 | | Cost of sales adjusted for Certain Items using a 52 week basis (Non-GAAP) | 56,242,398 | 40,996,729 | 15,245,669 | 37.2 | | Gross Profit (GAAP) | 12,320,524 | 9,356,749 | 2,963,775 | 31.7 | | Impact of inventory valuation adjustment(2) | 73,224 | — | 73,224 | 0.8 | | Comparable gross profit adjusted for Certain Items (Non-GAAP) | 12,393,748 | 9,356,749 | 3,036,999 | 32.5 | | Impact of currency fluctuations(1) | 50,131 | — | 50,131 | 0.5 | | Comparable gross profit adjusted for Certain Items using a constant currency basis (Non-GAAP) | 12,443,879 | 9,356,749 | 3,087,130 | 33.0 | | Less 1 week fourth quarter gross profit | — | (208,270) | 208,270 | 3.0 | | Comparable gross profit adjusted for Certain Items using a constant currency and a 52 week basis (Non-GAAP) | 12,443,879 | 9,148,479 | 3,295,400 | 36.0 | | Comparable gross profit adjusted for Certain Items using a 52 week basis (Non-GAAP) | 12,393,748 | 9,148,479 | 3,245,269 | 35.5 | | Operating expenses (GAAP) | 9,974,024 | 7,909,561 | 2,064,463 | 26.1 | | Impact of restructuring and transformational project costs(3) | (107,475) | (118,793) | 11,318 | 9.5 | | Impact of acquisition-related costs(4) | (139,173) | (79,540) | (59,633) | (75.0) | | Impact of bad debt reserve adjustments(5) | 27,999 | 184,813 | (156,814) | (84.9) | | Operating expenses adjusted for Certain Items (Non-GAAP) | 9,755,375 | 7,896,041 | 1,859,334 | 23.5 | | Impact of currency fluctuations(1) | 50,908 | — | 50,908 | 0.7 | | Comparable operating expenses adjusted for Certain Items using a constant currency basis (Non-GAAP) | 9,806,283 | 7,896,041 | 1,910,242 | 24.2 | | Less 1 week fourth quarter operating expense | — | (165,043) | 165,043 | 2.6 | | Comparable operating expenses adjusted for Certain Items using a constant currency and a 52 week basis (Non-GAAP) | 9,806,283 | 7,730,998 | 2,075,285 | 26.8 | | Comparable operating expenses adjusted for Certain Items using a 52 week basis (Non-GAAP) | 9,755,375 | 7,730,998 | 2,024,377 | 26.2 | | Operating income (GAAP) | 2,346,500 | 1,447,188 | 899,312 | 62.1 | | Impact of inventory valuation adjustment(2) | 73,224 | — | 73,224 | NM | | Impact of restructuring and transformational project costs(3) | 107,475 | 118,793 | (11,318) | (9.5) | | Impact of acquisition-related costs(4) | 139,173 | 79,540 | 59,633 | 75.0 | | Impact of bad debt reserve adjustments(5) | (27,999) | (184,813) | 156,814 | 84.9 | | Operating income adjusted for Certain Items (Non-GAAP) | 2,638,373 | 1,460,708 | 1,177,665 | 80.6 | | Impact of currency fluctuations(1) | (776) | — | (776) | NM |

  166. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

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  167. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

    | (in thousands, except for share and per share data) | 2022 ($) | 2021 ($) | Period Change ($) | Period Change (%) | | Comparable operating income adjusted for Certain Items using a constant currency basis (Non-GAAP) | 2,637,597 | 1,460,708 | 1,176,889 | 80.6 | | Less 1 week fourth quarter operating expense | — | (43,227) | 43,227 | 5.5 | | Comparable operating income adjusted for Certain Items using a constant currency and a 52 week basis (Non-GAAP) | 2,637,597 | 1,417,481 | 1,220,116 | 86.1 | | Comparable operating income adjusted for Certain Items using a 52 week basis (Non-GAAP) | 2,638,373 | 1,417,481 | 1,220,892 | 86.1 |

  168. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

    | (1) Represents a constant currency adjustment, which eliminates the impact of foreign currency fluctuations on the current year results. | | (2) Represents a write-down of COVID-related personal protection equipment inventory due to the reduction in the net realizable value of inventory. | | (3) Fiscal 2022 includes $59 million related to restructuring and severance charges and $49 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. Fiscal 2021 includes $63 million related to restructuring charges and $56 million related to various transformation initiative costs, primarily consisting of changes to our business technology strategy. | | (4) Fiscal 2022 includes $106 million of intangible amortization expense and $33 million in acquisition and due diligence costs. Fiscal 2021 represents primarily intangible amortization expense. | | (5) Fiscal 2022 and fiscal 2021 represent the reduction of bad debt charges previously taken on pre-pandemic trade receivable balances in fiscal 2020. |

  169. Adjusted Operating Income and Adjusted Earnings Per Share Non-GAAP Reconciliations (Pay Versus Performance)

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