DEF 14A of Chefs' Warehouse, Inc.
Filed Mar 27, 2024 · FY20230001517175-24-000006
Director Nominees
Director Nominees Our director nominees possess relevant experience, skills and qualifications that allow the Board to effectively oversee the Company’s strategy and management. The Board has identified key skills, qualifications and experience that are important to the Board as a whole in light of our current business strategy and expected needs. Our director nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. At the Annual Meeting, you are being asked to vote on the election of the following eleven director nominees. Detailed information on each director is available starting on page 19. Additional information on the executive officers of the Company can be found in the Company’s most recent Form 10-K.
Director Nominees
| | | | | | Committee Membership | | | | | Name | Age | Director Since | Experience | Independent | Audit | Compensation & Human Capital | Nominating/ Governance | ESG | | Christopher Pappas | 63 | 2011 | Founder, Chairman, President and CEO, The Chefs’ Warehouse, Inc. | No | | | | | | John Pappas | 59 | 2011 | Founder, Vice Chairman and COO, The Chefs’ Warehouse, Inc. | No | | | | | | Ivy Brown | 60 | 2021 | Former President of United Parcel Service, Inc., Northeast District | Yes | • | | | • | | Joseph Cugine | 62 | 2012 | Former President, BarFresh Food Group Inc. | Yes | • | Chair* | • | | | Steven F. Goldstone | 77 | 2016 | Former Non-Executive Chairman, ConAgra Foods, Inc. | Yes | | | • | | | Aylwin Lewis | 68 | 2021 | Former Chairman, Chief Executive Officer and President of Potbelly Corporation | Yes | | • | Chair* | • | | Katherine Oliver | 60 | 2015 | Principal, Bloomberg Associates | Yes | | • | • | Chair | | Lester Owens | 67 | 2024 | Former Senior Executive Vice President and Head of Operations, Wells Fargo & Company | Yes | Chair* | | | | | Richard N. Peretz | 62 | 2024 | Former Chief Financial Officer, United Parcel Service, Inc. | Yes | | • | | | | Debra Walton-Ruskin | 63 | 2024 | Former Chief Revenue Officer, London Stock Exchange Group | Yes | • | • | | | | Wendy M. Weinstein | 62 | 2024 | Former Director of International Marketing, Sanpellegrino S.p.A. | Yes | | | • | |
Director Nominees
*Effective as of the Annual Meeting
Director Nominees Recommended by Stockholders
Director Nominees Recommended by Stockholders The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders on the same basis as nominees recommended by any other sources, including making a determination whether the candidate is qualified to serve on the Board based on the qualitative standards described above. To be considered by the Nominating and Corporate Governance Committee, a stockholder who wishes to recommend a director nominee must deliver or send by first class U.S. mail a written notice addressed to Alexandros Aldous, General Counsel, Corporate Secretary, Chief Government Relations Officer and Chief Administrative Officer, The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877. The written notice must be received by our corporate secretary not less than 90 days nor more than 120 days prior to the date of the annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after the anniversary date of the last annual meeting of stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was first made. The notice to our corporate secretary must include the information specified in our bylaws, including the following: (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the class or series and number of our shares that are owned beneficially or of record by each such nominee, (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to be named as a nominee and to serve as a director if elected), and (v) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under the SEC’s Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and record address of such stockholder, as it appears on the Company’s books, and of such beneficial owner, if applicable, and of their respective affiliates or associates or others acting in concert therewith, (ii)(A) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder and such beneficial owner, as applicable, and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard of whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Company, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Company owned beneficially by such stockholder that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or
Director Nominees Recommended by Stockholders
Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (iii) a description of all arrangements or understandings between such stockholder and/or beneficial owner, if applicable, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the SEC’s Regulation 14A under the Exchange Act. We may require any proposed nominee to furnish such other information as may be reasonably required by the Nominating and Corporate Governance Committee to determine the eligibility of such proposed nominee to serve as a member of the Board.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
Directors and Nominees for Director
Directors and Nominees for Director Our Board members are all elected annually. The term of each current director will expire at the Annual Meeting. Each of Ms. Brown, Mr. Cugine, Mr. Goldstone, Mr. Lewis, Ms. Oliver, Mr. Owens, Mr. C. Pappas, Mr. J. Pappas, Mr. Peretz, Ms. Walton-Ruskin and Ms. Weinstein has been nominated to stand for re-election as a director at the Annual Meeting to hold office until the next annual meeting of stockholders to be held in 2025 and until his or her successor is elected and qualified. Each nominee has indicated his or her willingness to serve, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe any of the nominees will be unable to serve if elected. All current directors and director nominees have been previously elected by the Company’s shareholders except for Ms. Walton-Ruskin, who was appointed by the Board in February 2024, and Messrs. Peretz and Owens and Ms. Weinstein, who were appointed by the Board in March 2024 as contemplated by the Cooperation Agreement. Messrs. Guarino, Hanson and Cerbone are not standing for reelection at the Annual Meeting and will cease to serve as directors following the Annual Meeting. We have described below information concerning the business experience and qualifications of each of our incumbent directors. The Board unanimously recommends that stockholders vote “FOR” each of the director nominees. Proxies received by the Board will be voted “FOR” each of the nominees unless a contrary choice is specified in the proxy. The following is certain information regarding each of the director nominees as of the Record Date: Christopher Pappas, age 64, is our founder and has served as our chief executive officer since 1985 and has been a director on our Board and our Board chairman since our IPO, and he also served as a director and the chairman of the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has been our president since April 11, 2009 and before that was our president from our formation to January 1, 2007. Prior to founding the Company, Mr. C. Pappas played basketball professionally in Europe for several years following his graduation from Adelphi University in 1981 with a Bachelor of Arts degree in Business Administration. Mr. C. Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing, strategy development, business development and operations. Mr. C. Pappas currently serves on the board of directors of the International Foodservice Distributors Association and the Hudson National Golf Club, respectively. Mr. C. Pappas’ qualifications to serve on our Board include his extensive knowledge of the Company and the specialty food products distribution business and his years of leadership at the Company. John Pappas, age 60, is a founder of the Company and currently serves as our vice chairman, a position he has held since March 1, 2011, and chief operating officer, a position he has held since February 24, 2022. From our founding in 1985 to March 1, 2011, he served as our chief operating officer. Mr. J. Pappas has been a director on our Board since our IPO, and he also served as a director on the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has over 35 years of leadership experience in logistics, facility management and global procurement and oversees our entire network of distribution centers in North America. Mr. J. Pappas is also active in the development of our corporate strategy. Mr. J. Pappas’ qualifications to serve on our Board include his extensive knowledge of the Company and the specialty food products distribution industry and his years of leadership at the Company. Ivy Brown, age 61, has been a director on our Board since January 1, 2021. She is an accomplished senior executive in the transportation services and package logistics field. Ms. Brown spent 32 years at United Parcel Service, Inc. and recently retired as President of United Parcel Service, Inc., Northeast District (Norwood, MA) where she led a $3.8 billion business unit with over 21,000 employees. Ms. Brown was responsible for growing key markets, sales, implementing technology, and all P&L responsibilities. Ms. Brown also has over 20 years of experience as a non-profit board director and previously served as a member of the advisory committee for the John F. Kennedy Library Foundation. Ms. Brown was a recipient of the United Way “2017 Woman of Impact Award” for her achievements in the areas of professional excellence, contributions to community service, and active assistance to other women in their attainment of professional and leadership skills. Ms. Brown earned her Master’s degree in Business Administration from Golden Gate University and her Bachelor of Science degree from Southern Illinois University, Carbondale. Joseph Cugine, age 63, has been a director on our Board since September 7, 2012. He is currently owner of CKA Management, a $175 million QSR restaurant business with over 90 restaurants consisting of Taco Bell, Wendy’s and Jersey Mike’s. Mr. Cugine is also former President and current board member of BarFresh Food Group, Inc. (“BarFresh”), a publicly-traded manufacturer of pre-packaged all-natural blended beverages. Previously, Mr. Cugine spent 25 years at PepsiCo where his last role was chief customer officer and senior vice president of PepsiCo Foodservice division from 2004-2010. Prior to that role he held a series of general manager and sales leadership roles throughout PepsiCo and Procter & Gamble. Mr. Cugine serves as a member of the board of directors of BarFresh, R4 Technology, and has previously served as a member of the board of directors for Rambler beverages and the Elliot Group. Mr. Cugine was previously also an advisor to Elements beverages. Mr. Cugine’s qualifications to serve on our Board include his more than 35 years of experience in the food distribution industry, as well as his general business and investing background. Furthermore, he qualifies as an “audit committee financial expert,” as such term is defined in the rules and regulations of the SEC, for our Audit Committee. Steven F. Goldstone, age 78, has been a director on our Board since March 7, 2016. Previously, Mr. Goldstone was the Lead Director of Greenhill & Co., and the non-executive chairman of ConAgra Foods, Inc., one of the largest manufacturers of packaged food products in the US. He has also previously been a director of two other New York Stock Exchange firms, American Standard Companies and Merck & Company, Inc. From 1995 to 2000, Mr. Goldstone was chairman and chief executive officer of RJR Nabisco, Inc. one of the world’s largest consumer product companies. Prior to joining RJR Nabisco, Inc., Mr. Goldstone was a partner in the New York City law firm of Davis Polk & Wardwell (“Davis Polk”). As a Davis Polk partner from 1978 to 1995, Mr. Goldstone advised corporate clients on many of the largest national and international mergers and acquisitions transactions and securities matters of the day. Mr. Goldstone is a graduate of the University of Pennsylvania and attended New York University School of Law. Mr. Goldstone’s qualifications to serve on our Board include his more than 30 years of experience in leadership positions, his knowledge of the food industry, and his corporate governance expertise.
Directors and Nominees for Director
Aylwin Lewis, age 69, has been a director on our Board since January 1, 2021. He was most recently the Chairman, Chief Executive Officer and President of Potbelly Corporation (Nasdaq: PBPB), a growing Chicago-based sandwich chain with operations throughout the United States and internationally, from 2008 to 2017. Prior to Potbelly, Mr. Lewis was Chief Executive Officer and President of Sears Holdings Corporation, which was created from the merger of two retail giants, Kmart and Sears. Mr. Lewis was the President and Chief Executive Officer of Kmart at the time of the merger, a distinction that made Mr. Lewis the highest ranking African-American executive in the U.S. retail industry. He has also held various executive positions at both Yum! Brands and Pizza Hut. Mr. Lewis presently serves on the board of directors of Marriott International and VOYA Financial and previously served on the board of directors of The Walt Disney Company, Red Robin Gourmet Burgers and Brews, and Starwood Hotels and Resorts. Mr. Lewis earned his Master’s degree in Business Administration from the University of Houston, Master’s degree in Human Resource Management from Houston Baptist University and Bachelor of Science and Arts degrees from the University of Houston. Katherine Oliver, age 60, has been a director on our Board since November 3, 2015. Ms. Oliver brings over 25 years of media and entertainment experience to her appointment. She is known for her innovative branding strategies, business development expertise, creativity, and an unparalleled understanding and commitment to customer service. Ms. Oliver is a founding Principal at the global philanthropic consulting firm Bloomberg Associates, which was established by former New York City Mayor Michael Bloomberg to help improve the lives of citizens in cities around the world. Ms. Oliver oversees the media and technology portfolio, advising mayors and international civic leaders on economic development and public communications strategies and helping them harness the power of media and technology to improve government services. Ms. Oliver also advises a diverse range of corporate, cultural and non-profit organizations, including Bloomberg L.P., on cutting-edge content creation and marketing strategies. Ms. Oliver also sits on the board of directors for 1-800-Flowers.com, Inc. From 2002 to 2013, Ms. Oliver served under Mayor Bloomberg as New York City’s Commissioner of Media & Entertainment. During her tenure, New York’s media and entertainment industry saw its strongest growth in history, supporting 130,000 jobs and generating direct spending of $7.1 billion annually. Prior to her appointment as Commissioner, Ms. Oliver was the General Manager of Bloomberg Radio & Television. Ms. Oliver’s qualifications to serve on our Board include her extensive knowledge of branding, content creation, and marketing strategy. Lester Owens, age 67, was appointed as one of our directors in March 2024. Mr. Owens previously served as Senior Executive Vice President and former head of Operations and as a member of the Operating Committee at Wells Fargo & Company, a multinational financial services company, from July 2020 to March 2023. Mr. Owens joined Wells Fargo from Bank of New York Mellon, where he was Global Head of Operations from February 2019 to July 2020. Prior to joining Bank of New York Mellon, Mr. Owens spent 10 years at JP Morgan Chase, where he was responsible for Global Wholesale Banking Operations, among other roles. He previously led significant operations functions for Deutsche Bank, Citibank and Bankers Trust. He has served on several boards of directors, including the board of directors of the Depository Trust & Clearing Corporation (DTCC) in 2016, and he chaired the Clearing House Interbank Payments Board from 2015 to 2016. Mr. Owens is currently Chairman of the board of directors of Robert Wood Johnson Barnabas Health, Inc. Mr. Owens earned a B.A. from Long Island University and an M.B.A. from Fairleigh Dickinson Executive. Furthermore, he qualifies as an “audit committee financial expert,” as such term is defined in the rules and regulations of the SEC, for our Audit Committee. Richard N. Peretz, age 62, was appointed as one of our directors in March 2024. Mr. Peretz has served as a Venture Partner at Playground Global, LLC, a technology-focused venture capital firm, since May 2021 and has served as an independent consultant since February 2020. Previously, Mr. Peretz served as the Chief Financial Officer of the United Parcel Service, Inc. (“UPS”), an American multinational shipping and receiving supply chain management company, from July 2015 to February 2020. Mr. Peretz also held various leadership positions at UPS, including as the Controller and Treasurer as well as head of Mergers & Acquisitions from 2007 to 2015, Chief Financial Officer and Vice President of International Operations from 2002 to 2007 and in various other roles of increasing responsibility from 1981 to 2010. Mr. Peretz also currently serves on the boards of directors of several companies, including: Boxbot, Inc., a startup venture that produces conveyors and package handling systems, since September 2023, Altus Power, Inc., a provider of alternative energy solutions, since December 2021, and Iris Acquisition Corp., (formerly Tribe Capital Growth Corp. I), a special purpose acquisition company, since March 2021 where he serves as Chair of the Audit Committee. Mr. Peretz previously served on the board of directors of Semper Paratus Acquisition Corporation, a special purpose acquisition company, from October 2021 to June 2022, Electric Last Mile Solutions, Inc., a designer and manufacturer of electric vehicles, from June 2021 to June 2022, Tribe Capital Growth Corp. II, a special purpose acquisition company from March 2021 to May 2022, and First International Bancorp, a state-chartered bank of Connecticut, from 2008 to 2015. Mr. Peretz served as an Investment Committee Member for the UPS Strategic Venture, a venture capital fund managed by the UPS Strategic Enterprise Fund of UPS, from 2013 to February 2020. Mr. Peretz served as a Board Member on the Atlanta Chapter of the American Red Cross, a disaster and humanitarian relief organization, from 2008 to 2015. Mr. Peretz earned a B.A. in Business Administration from the University of Texas at San Antonio and an M.B.A. from the Goizueta Business School at Emory University. Debra Walton-Ruskin, age 63, was appointed as one of our directors in February 2024. Prior to joining Chefs’ Warehouse, Ms. Walton-Ruskin served as the Chief Revenue Officer at the London Stock Exchange Group (LSEG), following LSEG’s acquisition of Refinitiv. Her leadership was instrumental in successfully selling Refinitiv to LSEG, marking the culmination of nearly two decades at Refinitiv, Thomson Reuters, and Thomson Financial. She has held numerous C-suite roles, including Global Head of Market Development, Chief Data Officer, Chief Product Officer, and Chief Revenue Officer. She was also President & CEO of Nucleus Financial, a VC-backed startup, a Partner at Cantor Fitzgerald, and a founding Board Member of the Cantor Fitzgerald Futures Exchange. Ms. Walton-Ruskin began her career in financial services as head of sales for Australian-based Giltnet Limited, and was part of the team that took Giltnet public on the Australian Stock Exchange. Furthermore, she qualifies as an “audit committee financial expert,” as such term is defined in the rules and regulations of the SEC, for our Audit Committee.
Directors and Nominees for Director
Wendy M. Weinstein, age 62, was appointed as one of our directors in March 2024. Ms. Weinstein has served as Chief Marketing Officer at W2K Consulting, a marketing and management consulting firm with restaurant and food and beverage industry clients, since January 2001. In addition, Ms. Weinstein is a consultant in the restaurant technology, media and food distribution verticals through the Gerson Lehrman Group, Inc., a consulting and information services company, since October 2011. Previously, Ms. Weinstein was an owner and operator of Plates Restaurant, a fine dining restaurant in Westchester, New York, from January 2003 until its sale in October 2019. Prior to that, she served as Director of International Marketing at Sanpellegrino S.p.A, an Italian mineral water company (acquired by Nestle S.A. in 1998), from 1996 to 2000, and as Director of Marketing from 1989 to 1995. Ms. Weinstein currently serves as a director on the board of Newport Restaurant Group, a hospitality services firm, where she serves as a member of the Audit Committee, since January 2024. Ms. Weinstein earned a B.A. from the University of Pennsylvania.
Overview of Compensation Process
Overview of Compensation Process The Compensation Committee of our Board consists solely of directors who are “independent” under the rules and regulations of the SEC and Nasdaq. The Compensation Committee has overall responsibility for the compensation program for our executive officers, including our named executive officers. For fiscal 2023, the Compensation Committee engaged a compensation consultant, Frederic W. Cook & Co. (“FW Cook”) to help it in assessing executive officer and director compensation. A representative of FW Cook attended Compensation Committee meetings when requested, reviewed compensation data with the Compensation Committee, and participated in general discussions regarding executive compensation issues. The Compensation Committee authorized FW Cook to interact with management on behalf of the Compensation Committee as needed in connection with advising the Compensation Committee. While the Compensation Committee considered input from FW Cook, the Compensation Committee’s decisions ultimately reflect many factors and considerations. For fiscal 2023, the Compensation Committee reviewed the independence of FW Cook pursuant to SEC rules and the Nasdaq Listing Rules and concluded that FW Cook was independent and that its work for the Compensation Committee did not raise any conflict of interest. The Compensation Committee typically meets during the first quarter of each fiscal year to set compensation for that fiscal year and did so in the first quarter of fiscal 2023. For fiscal 2023, FW Cook and management played integral roles in the compensation-setting process. The Compensation Committee actively worked with FW Cook to formulate compensation decisions for our chief executive officer and our vice chairman and chief operating officer. Management, with input from FW Cook, made recommendations to the Compensation Committee for the rest of the executive officers. Recommendations were accompanied by competitive market data from the peer groups established by the Compensation Committee based on recommendations from FW Cook. This peer group analysis is discussed in further detail in “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Competitive Marketplace Assessment.” In setting fiscal 2023 compensation for our named executive officers, the Compensation Committee, following discussions with management and FW Cook, considered the compensation practices of the companies within our peer groups, our operating performance in fiscal 2022 and each of our named executive officer’s performance in fiscal 2022. Our chief executive officer was not present when the Compensation Committee deliberated or voted on his compensation.
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives The principal objectives of our executive compensation program are to attract, motivate and retain highly qualified executives by providing total compensation for each position that is competitive within our business sector and peer groups. We also seek to provide appropriate incentives for our named executive officers to achieve performance goals related to our company-wide performance. Finally, through the issuance of equity-based incentives, we seek to align the interests of our named executive officers with our stockholders and to reward performance that enhances our long-term value. Our Compensation Committee strives to implement a compensation program that enables us to attract and retain high-quality leadership and to ensure that our named executive officers are compensated in a manner consistent with stockholder interests, the policies adopted by the Compensation Committee, internal equity considerations, competitive practice and the requirements of appropriate regulatory bodies. In determining the relevant amounts of each of these components, our Compensation Committee adopted a compensation program that consists of a mix of compensation that it believes: •aligns interests of our named executive officers with our business plans by using company-wide performance metrics based on those plans and long-term incentive programs with multi-year vesting to retain employees key to their implementation; •incentivizes achievement of annual and longer term financial, functional, and individual objectives; and •creates a fair and measurable compensation model for rewarding performance and attracting and retaining key members of management.
Competitive Marketplace Assessment
Competitive Marketplace Assessment The Compensation Committee, with the assistance of management and FW Cook, looks at two peer groups when considering its decisions regarding the compensation of our named executive officers: our primary peer group, which consists of companies similar to us in size and business characteristics and is used primarily when setting compensation levels, and our secondary peer group, which consists of large foodservice distribution companies and is used to inform our incentive compensation plan design. Market data from our primary peer group was taken into consideration in setting the fiscal 2023 compensation of each of our named executive officers. The primary peer group, which was first developed in fiscal 2020 and used to set fiscal 2021 compensation was also referenced in our review of program designs for fiscal 2023, including an assessment of pay vehicles and performance metrics. The Compensation Committee considered the following factors in determining a primary peer group for fiscal 2023: •Company Type - The companies in the primary peer group are all publicly traded on a U.S. exchange. •Size - Companies with revenues between 0.4 and 2.5 times the Company’s revenue and market capitalizations between 0.2 and 5 times the Company’s market capitalization were targeted for review as potential peers. This size range reflected our near-term aggressive growth plans. The Compensation Committee believed the Company and the primary peer group when selected were reasonably aligned from a financial size perspective. •Business - The companies in the primary peer group represent multiple industry segments, including packaged foods, non-food related specialty and online retailers, other non-food related wholesalers and distributors, and trucking and warehousing. The foodservice distribution industry is a highly fragmented industry with several very large national players and numerous small, privately held local players; accordingly, it was necessary to select our primary peer group from various industry segments. •ISS Selection - For our primary peer group, we also considered companies listed in our ISS-selected peer group. In November 2022, for fiscal 2023 compensation decisions, FW Cook reviewed the peer group with the Compensation Committee, and the Compensation Committee approved the removal of Cal-Maine Foods, Inc., John B, Sanfilippo & Son, Inc. and SunOpta Inc. from the primary peer group due to such companies’ not being distribution focused and John B, Sanfilippo & Son, Inc. and SunOpta Inc. each being below the desired revenue size range. Additionally, following its review with FW Cook, the Compensation Committee approved the addition of Hub Group, Inc., Werner Enterprises, Inc. and SpartanNash Company to the primary peer group. Reflecting the factors outlined above, our primary peer group for fiscal 2023 compensation decisions consisted of the following 17 companies:
Competitive Marketplace Assessment
| 1-800-FLOWERS.COM, Inc | DXP Enterprises, Inc. | Lancaster Colony Corporation | | The Andersons, Inc. | Hub Group, Inc. | NOW Inc. | | Applied Industrial Technologies, Inc. | GMS Inc. | Pool Corporation | | B&G Foods, Inc. | The Hain Celestial Group, Inc. | SiteOne Landscape Supply, Inc. | | BlueLinx Holdings Inc. | J&J Snack Foods Corp. | Werner Enterprises, Inc. | | Calavo Growers, Inc. | SpartanNash Company | |
Competitive Marketplace Assessment
As of November 2022, the Company’s revenues and market capitalization were between the 25th percentile and the median of the peer companies. The secondary peer group was used to test compensation design and performance metrics as these companies’ compensation practices are an important reference point due to their status as the Company’s key competition; however, due to the larger size of these companies, they were not considered appropriate to reference in determining fiscal 2023 pay levels of our named executive officers. For fiscal 2023, FW Cook reviewed the secondary peer group with the Compensation Committee, and the Compensation Committee approved the removal of SpartanNash Company from the secondary peer group due to such company’s inclusion in the primary peer group.
Competitive Marketplace Assessment
| US Foods Holding Corp. | United Natural Foods, Inc. | | Performance Food Group Company | Sysco Corporation |
Competitive Marketplace Assessment
We do not benchmark compensation in the traditional manner, as we do not directly tie individual components of compensation to particular benchmarks. In general, the Compensation Committee references the 25th and 75th percentiles and the median of the competitive compensation marketplace, as well as data regarding compensation design and performance metrics. Market data, however, is only one factor among many considered by the Compensation Committee when making determinations regarding executive compensation. Other factors considered include individual performance, scope of responsibilities, experience, criticality of the position, retention concerns and the need to recruit new officers.
Components of Named Executive Officer Compensation
| Element | Description & Objective | Form | | Base Salary | The guaranteed part of our executives’ pay. Base salary reflects the different levels of responsibility within the Company, the skills and experience required for the job, individual performance and labor market conditions. Provides a competitive level of fixed compensation. | • Cash | | Performance-Based Annual Cash Incentive | Performance-based payments to incentivize bottom-line growth as measured by fiscal 2023 adjusted EBITDA (“AEBITDA”) and revenue. Opportunities for additional payouts for performance above target levels. | • Cash | | Long-Term Equity Incentives | Equity-based incentives earned based on the attainment of performance objectives and/or continued service with the Company to align the interests of our executives with stockholders and reward performance that enhances long-term value. A portion of the performance-based restricted stock component for named executed officers is earned based on attainment of AEBITDA, ROIC and challenging share price goals over a three-year measurement period. | • Performance-based restricted stock • Time-based restricted stock | | Retirement and Other Welfare Benefits | Health and welfare benefits and methods for individuals to save for retirement to align with market practice and provide for the wellness of our executives and their families. | • 401(k) savings plan • Health, dental, and vision insurance • Short-term disability coverage • Life insurance | | Termination Benefits | Severance, termination benefits, and accelerated vesting of equity upon qualifying terminations and in connection with changes in control of the Company in order to retain our executives and help enable them to focus on executing our business plans. | • Cash severance • Accelerated equity • In kind termination benefits | | Limited Perquisites | Limited perquisites targeted to be market competitive. | • Transportation • Cash |
Components of Named Executive Officer Compensation
Base Salary We provide our named executive officers with a base salary to compensate them for performing their daily responsibilities. We believe that base salaries must be competitive, based upon the named executive officer’s scope of responsibilities and what we believe to be market rates of compensation for executives performing similar functions for comparable companies within our peer groups. We also periodically review the performance of our named executive officers and, in some instances, award merit-based base salary increases as a result of these reviews. We consider increases to our named executive officers’ base salaries every two years. For fiscal 2023, the Compensation Committee, based on peer group data, survey information and input from FW Cook, made the decision not to increase base salaries for our named executive officers. The annual base salaries for our named executive officers for fiscal 2023 were as follows:
Components of Named Executive Officer Compensation
Annual Cash Incentive Compensation To closely align our named executive officers’ compensation to our business objectives, we believe that a significant portion of a named executive officer’s compensation should be performance-based. The Company sets ambitious performance targets and emphasizes a pay for performance culture. Accordingly, in fiscal 2023, we put in place an annual cash incentive compensation program, our 2023 Cash Incentive Plan (the “2023 Plan”), that provided our named executive officers with the opportunity to earn cash incentive compensation with a target amount set forth in the table below for the achievement of annual performance goals related to our business. Targets were achieved at 75% for fiscal 2023, and payment was made in the first quarter of fiscal 2024.
Components of Named Executive Officer Compensation
| Name | Target Award as a Percentage of Base Salary | Target Award ($) | Actual Payout under 2023 Plan ($) | | Christopher Pappas | 100% | 1,020,532 | 765,399 | | John Pappas | 100% | 560,835 | 420,626 | | James Leddy | 75% | 350,522 | 262,891 | | Alexandros Aldous | 75% | 327,154 | 245,365 | | Timothy McCauley | 60% | 198,162 | 148,622 |
Components of Named Executive Officer Compensation
The Compensation Committee selected AEBITDA and revenue, each of which is weighted equally, as the performance measures for the 2023 Plan because they measure top- and bottom-line growth of the Company, which the Compensation Committee views as being key drivers of long‑term growth in stockholder value. When selecting the performance measures for 2023, the Compensation Committee considered the annual incentive plan designs of members of our peer groups, as well as our specific corporate goals and budgetary considerations. In setting the corporate performance targets under the 2023 Plan, the Compensation Committee considered historic levels of our performance for AEBITDA and revenue, taking into consideration our acquisitions in fiscal 2022, and based target AEBITDA and revenue on results that were improvements over the prior fiscal year’s results. AEBITDA. For all of our named executive officers, payouts under the 2023 Plan related to AEBITDA were tiered as follows: no payout if AEBITDA in fiscal 2023 was less than $160 million, payout at target if AEBITDA in fiscal 2023 was $185 million and payout at maximum if AEBITDA in fiscal 2023 was $250 million or more, with payouts linearly interpolated between levels of achievement. Additionally, if AEBITDA in fiscal 2023 was $190 million or more, Mr. C. Pappas and Mr. J. Pappas were entitled to receive a payout under the 2023 Plan equal to 300% of their total target awards. Our fiscal 2023 AEBITDA, as determined under the 2023 Plan, was $179 million, exclusive of acquisitions. Revenue. Except as described above, for all of our named executive officers payouts under the 2023 Plan related to revenue were tiered as follows: no payout if revenue in fiscal 2023 was less than $2.7 billion, payout at target if revenue in fiscal 2023 was $2.9 billion and payout at maximum if revenue in fiscal 2023 was $3.5 billion or more, with payouts linearly interpolated between levels of achievement. Our fiscal 2023 revenue, as determined under the 2023 Plan, was $3,433 million. AEBITDA. For fiscal 2023, we defined AEBITDA, which is not a measurement determined in accordance with the U.S. generally accepted accounting principles, or GAAP, as the aggregate of the following GAAP measures: net income, interest expense, depreciation, amortization, provision for income taxes, stock compensation, duplicate rent, integration and deal costs, third party transaction costs, change in fair value of earn-out obligation, loss on asset disposal, one-time executive management costs and moving expenses, if any. We use AEBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. The use of AEBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Additionally, for purposes of the 2023 Plan, adjustments to AEBITDA were made to exclude acquisitions. For additional information regarding our determination of AEBITDA, please refer to our Annual Report on Form 10-K for fiscal 2023. Long-Term Equity Compensation During the first quarter of fiscal 2023, the Compensation Committee, in consultation with FW Cook and management, approved the granting of long-term equity incentive (“LTI”) compensation, consisting of time-based restricted stock awards and performance-based restricted stock awards, to each of our named executive officers. For these stock awards (the “2023 Grant”), the target LTI award value was set at 300% of base salary for Mr. C. Pappas and Mr. J. Pappas, 150% of base salary for Mr. Leddy and Mr. Aldous and 100% of base salary for Mr. McCauley. Once the target award value was established, the Compensation Committee decided that a significant percentage of the awards for the named executive officers should be performance-based. Accordingly, the Compensation Committee determined the mix of LTI awards would consist of 70% performance-based restricted stock awards for Mr. C. Pappas and Mr. J. Pappas and 50% performance-based restricted stock awards for Messrs. Leddy, Aldous and McCauley, to motivate the executives to achieve our corporate objectives and enhance stockholder value and 30% time-based restricted stock awards for Mr. C. Pappas and Mr. J. Pappas and 50% time-based restricted stock awards for Messrs. Leddy, Aldous and McCauley, to support retention objectives. The measures for the performance-based restricted stock awards (the “2023 PRSA Grant”) included the Company’s share price (25% of the award target), ROIC (25% of the award target) and AEBITDA (50% of the award target). The 2023 PRSA Grant can payout at 200% of the target shares. The respective target values and number of shares (determined based upon a grant date share price of $32.55) of the 2023 Grant at target and at maximum (200% of target), were as follows:
Components of Named Executive Officer Compensation
The time-based vesting restricted stock awarded in fiscal 2023 vests in equal one-third installments on the first through third anniversary dates of the date set forth in the named executive officers’ respective time-based restricted stock award agreements. The goals set with respect to the PRSAs awarded in fiscal 2023 were designed to increase and sustain stockholder value over time, based on input from the advisors to the Compensation Committee and feedback provided by the Company’s stockholders. The number of PRSAs eligible to vest was based on the Company’s achievement of AEBITDA, ROIC and challenging share price targets for the performance period beginning on the first day of fiscal 2023 and ending on December 26, 2025. AEBITDA was chosen as a performance measure for both the 2023 Plan and the 2023 PRSAs because the Compensation Committee views it as one of the key indicators of sustained Company growth and stockholder value as the Company emerges from the market and supply chain volatility of the COVID-19 pandemic. The Compensation Committee determined the share price targets were challenging based on the then-current share price range and recent volatility of the Company’s stock price during the COVID-19 pandemic and tracked the Company’s AEBITDA targets in terms of expected value creation within the Company’s historical AEBITDA multiple range. ROIC measures our ability to generate earnings or returns on our invested capital base. Our long-term goal is to generate returns on our invested capital in excess of our weighted average cost of capital on a consistent basis. AEBITDA and ROIC measure our operating performance and profitability, and the share price target measures our performance as evaluated by the market. AEBITDA and ROIC will be measured in the final year of the performance period determined on a sliding scale, ratably interpolated within the performance ranges. The share price goal will be achieved upon the highest 20-day trading average closing share price being attained at any point during the performance period and will be ratably interpolated between performance targets. The relevant targets for the 2023 PRSA Grant are as follows:
Components of Named Executive Officer Compensation
All equity incentive awards granted in fiscal 2023 contained “double trigger” change in control provisions, so that, in the event of a change in control, vesting of the award is accelerated only if the executive experiences an involuntary termination of employment without “cause” or resigns for “good reason.” If a change in control occurs during the performance period for performance-based restricted stock, the award would be converted to time-based restricted stock based on target. Retirement Plans and Other Welfare Benefits We believe that an important aspect of attracting and retaining qualified individuals to serve as executive officers involves providing health and welfare benefits as well as methods for those individuals to save for retirement. Accordingly, we provide our named executive officers with the following benefits: •Health Insurance. We provide each of our named executive officers and their spouses and children the same health, dental, and vision insurance coverage we make available to our other eligible employees. For our named executive officers, we pay both our portion and the executive’s portion of the premiums for these benefits. •Disability Insurance. We provide each of our named executive officers with short-term disability insurance. •Life Insurance. For each of our named executive officers, we pay the premiums for life insurance in an amount equal to their annual base salary, up to $300,000. •Retirement Benefits. We do not provide pension arrangements or post-retirement health coverage for our named executive officers or employees; however, our named executive officers and other eligible employees are eligible to participate in our 401(k) defined contribution plan. We make matching contributions for each of our employees, including our named executive officers, in an amount equal to 50% of any employee contributions up to 6% of the employee’s salary. •Nonqualified Deferred Compensation. We do not currently provide any nonqualified defined contribution or other deferred compensation plans to any of our employees. Termination Protection Benefits We believe that an important aspect of attracting and retaining qualified individuals to serve as executive officers involves providing market termination protection benefits. We have entered into employment agreements with our named executive officers pursuant to which they are entitled to certain benefits upon qualifying terminations of employment and have implemented a change in control severance program in which they participate. Further, our named executive officers are party to severance agreements discussed in further detail in “Compensation Discussion and Analysis - Employment Agreements, Offer Letters and Severance Benefits.” Our executive officers generally have long tenure with the Company and have provided the vision and leadership that have built the Company into the successful enterprise that it is today. The Compensation Committee believes that the interests of stockholders are best served by ensuring that the interests of our senior management are aligned with those of our stockholders. Change in control benefits are intended to eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in stockholders’ best interests. The security of competitive change in control arrangements serves to eliminate distraction caused by uncertainty about personal financial circumstances during a period in which the Company requires focused and thoughtful leadership to ensure a successful outcome. Accordingly, the Executive Change in Control Plan (the “Executive CIC Plan”) was adopted to provide “double trigger” severance benefits to the covered executives in the event of their termination under certain circumstances following a change in control. “Double trigger” benefits also require that two events occur in order for severance to be paid: a change in control followed by the executive’s involuntary termination of employment. The Compensation Committee believes a “double trigger” severance benefit provision is most appropriate, as it provides an incentive for greater continuity in management following a change in control. In addition to the previously discussed equity incentive awards granted in fiscal 2023, all equity incentive awards granted in fiscal 2024 also contain “double trigger” change in control provisions, so that in the event of a change in control vesting of the award is accelerated only if the executive experiences an involuntary termination of employment “without cause” or resigns for “good reason.” If a change in control occurs during the performance period for performance-based restricted stock, the award will be converted to time-based restricted stock based on target. Perquisites The Company provides limited personal benefits to certain of our named executive officers for competitive reasons. Mr. C. Pappas, as our chief executive officer, and Mr. J. Pappas, as our vice chairman and chief operating officer, are permitted to use the Company’s aircraft in certain instances. In addition, Mr. C. Pappas and Mr. J. Pappas receive a monthly automobile allowance. Our named executive officers also receive tax reimbursements related to imputed income on Company-paid life insurance benefits. These arrangements are discussed in the footnotes to the “Summary Compensation Table - Fiscal Years 2021-2023.”
Summary Compensation Table – Fiscal Years 2021-2023
Summary Compensation Table – Fiscal Years 2021-2023 The table below summarizes the compensation paid or accrued by us during the fiscal years indicated for our chief executive officer, chief financial officer, and each of our next three highest paid executive officers, in each case whose total compensation exceeded $100,000 for fiscal 2023.
Summary Compensation Table – Fiscal Years 2021-2023
| Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Christopher Pappas | 2023 | 1,020,532 | — | 3,061,588 | 765,399 | 181,336 | 5,028,855 | | Chief Executive Officer | 2022 | 1,020,889 | — | 2,951,924 | 1,020,532 | 97,041 | 5,090,386 | | | 2021 | 918,836 | — | 4,526,343 | 927,757 | 64,169 | 6,437,105 | | John Pappas | 2023 | 560,836 | — | 1,682,510 | 420,626 | 146,538 | 2,810,510 | | Vice Chairman | 2022 | 561,030 | — | 1,622,264 | 560,835 | 71,773 | 2,815,902 | | | 2021 | 504,947 | — | 2,487,517 | 509,850 | 103,646 | 3,605,960 | | James Leddy | 2023 | 467,362 | — | 701,063 | 262,891 | 7,088 | 1,438,404 | | Chief Financial Officer | 2022 | 467,585 | — | 683,090 | 350,522 | 6,968 | 1,508,165 | | | 2021 | 420,790 | — | 1,554,734 | 318,656 | 28,580 | 2,322,760 | | Alexandros Aldous | 2023 | 436,205 | — | 654,320 | 245,365 | 14,221 | 1,350,111 | | General Counsel | 2022 | 436,356 | — | 637,571 | 327,154 | 5,745 | 1,406,826 | | | 2021 | 375,960 | — | 1,451,038 | 297,412 | 8,132 | 2,132,542 | | Timothy McCauley | 2023 | 330,270 | — | 330,251 | 148,622 | 16,709 | 825,852 | | Chief Accounting Officer | 2022 | 330,384 | — | 321,790 | 198,162 | 5,085 | 855,421 | | | 2021 | 295,048 | — | 732,504 | 150,122 | 9,924 | 1,187,598 |
Summary Compensation Table – Fiscal Years 2021-2023
(1)Reflects the amount of salary paid in each fiscal year. The difference between the salary paid to each named executive officer and the named executive officer’s base salary results from the timing of the fiscal year and other administrative items, including vacation rollover. (2)Reflects the aggregate grant date fair value of our awards to our named executive officers of time-based vesting restricted shares of our common stock and performance-based vesting restricted shares of our common stock consistent with FASB Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“ASC Topic 718”). The grant date fair value for the awards of time-based restricted stock was determined by taking the closing market price of the Company’s common stock on the date of grant (or the last day on which there was a closing market price of our common stock when grants were made on days when there was no trading in our common stock) and multiplying it by the number of shares awarded. The assumptions made, if any, when calculating the amounts in this column are found in Note 10 to the Consolidated Financial Statements of the Company, as filed with the SEC on Form 10-K for the fiscal year ended December 29, 2023. The grant date fair value for awards of performance-based restricted stock reflects payouts at “target” levels of performance. The amounts reported in the Summary Compensation Table for the performance-based vesting restricted stock granted in 2023 are the values at the grant date under applicable accounting principles, which take into account the probable outcome of the performance conditions. Consequently, these values differ from the total amount of the awards made by the Compensation Committee, which is divided by the Company’s common stock price as determined on the grant date to yield a number of shares of performance-based vesting restricted stock. Assuming that the highest levels of performance conditions are achieved, the values of the performance-based restricted stock granted in fiscal 2023 and measured as of the 2023 grant date were: Mr. C. Pappas, $4,286,249, Mr. J. Pappas, $2,355,513, Mr. Leddy, $701,062, Mr. Aldous, $654,320 and Mr. McCauley $330,252. (3)The following table breaks out the components of the “All Other Compensation” paid to our named executive officers in fiscal 2022:
Summary Compensation Table – Fiscal Years 2021-2023
| Name | Medical, Dental and Vision Insurance Premiums(a) ($) | Life Insurance Premiums(b) ($) | Tax Reimbursement(c) ($) | Short-Term Disability Insurance Premiums(d) ($) | 401(k) Plan Match(e) ($) | Auto(f) ($) | Aircraft(g) ($) | Phone(h) ($) | Total ($) | | Christopher Pappas | $8,586 | $446 | 1,980 | 240 | 9,900 | 24,000 | 136,184 | — | 181,336 | | John Pappas | $8,586 | $446 | 1,980 | 240 | 9,900 | 24,000 | 101,385 | — | 146,538 | | James Leddy | $4,421 | $446 | 1,980 | 240 | — | — | — | — | 7,088 | | Alexandros Aldous | $2,435 | $446 | 300 | 240 | 9,900 | — | — | 900 | 14,221 | | Timothy McCauley | $4,233 | $446 | 1,290 | 240 | 9,900 | — | — | 600 | 16,709 |
Summary Compensation Table – Fiscal Years 2021-2023
(a) This amount reflects each named executive officer’s portion of the premiums for such individual and his or her family’s medical, dental and vision insurance that we pay on such individual’s behalf. (b) This amount reflects premiums we pay for each named executive officer’s group term life insurance. (c) This amount reflects reimbursement of taxes incurred by the named executive officer on group term life insurance premium payments reported in column (b). (d) This amount reflects the premiums we pay for each named executive officer’s short-term disability insurance. (e) This amount reflects our matching contribution to each named executive officer’s 401(k) plan. (f) Mr. C. Pappas and Mr. J. Pappas each received a monthly car allowance of $2,000 during fiscal 2023. (g) Per IRS regulations, our chief executive officer and vice chairman recognize imputed income on the personal use of the Company’s aircraft. For SEC disclosure purposes, the cost of personal use of the Company’s aircraft is calculated based on the incremental cost to the Company. To determine the incremental cost, we calculate the variable fuel cost by multiplying flight time by the average hourly fuel cost per flight, plus any direct trip expenses such as aircraft landing and parking fees and crew expenses. Fixed costs that do not change based on usage, such as pilot salaries, aircraft and hangar lease expenses, maintenance costs, in-flight internet, and aircraft insurance costs, are excluded from this amount. For Mr. J. Pappas, includes a grossed-up expense reimbursement of $25,228 for spousal use of the Company’s aircraft. (h) This amount reflects the reimbursement we pay for each named executive officer’s use of their personal cellular phones for Company business.
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards We granted cash and equity-based awards to our named executive officers in fiscal 2023. The following table provides information about plan-based awards granted to the named executive officers during fiscal 2023:
Fiscal 2023 Grants of Plan-Based Awards
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | | | Name | Grant Date | Threshold | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Equity Awards(3) ($) | | Christopher Pappas | | — | 1,020,532 | 3,061,596 | | | | | | | | 2/28/2023(4) | | | | — | 32,921 | 65,841 | | 1,071,579 | | | 2/28/2023(5) | | | | — | 16,460 | 32,921 | | 535,773 | | | 2/28/2023(6) | | | | — | 16,460 | 32,920 | | 535,773 | | | 2/28/2023(7) | | | | | | | 28,217 | 918,463 | | John Pappas | | — | 560,835 | 1,682,505 | | | | | | | | 2/28/2023(4) | | | | — | 18,092 | 36,183 | | 588,895 | | | 2/28/2023(5) | | | | — | 9,046 | 18,092 | | 294,447 | | | 2/28/2023(6) | | | | — | 9,045 | 18,091 | | 294,415 | | | 2/28/2023(7) | | | | | | | 15,507 | 504,753 | | James Leddy | | — | 350,522 | 701,044 | | | | | | | | 2/28/2023(4) | | | | — | 5,385 | 10,769 | | 175,282 | | | 2/28/2023(5) | | | | — | 2,692 | 5,385 | | 87,625 | | | 2/28/2023(6) | | | | — | 2,692 | 5,384 | | 87,625 | | | 2/28/2023(7) | | | | | | | 10,769 | 350,531 | | Alexandros Aldous | | — | 327,154 | 654,308 | | | | | | | | 2/28/2023(4) | | | | — | 5,026 | 10,051 | | 163,596 | | | 2/28/2023(5) | | | | — | 2,513 | 5,026 | | 81,798 | | | 2/28/2023(6) | | | | — | 2,512 | 5,025 | | 81,766 | | | 2/28/2023(7) | | | | | | | 10,051 | 327,160 | | Timothy McCauley | | — | 198,162 | 396,324 | | | | | | | | 2/28/2023(4) | | | | — | 2,537 | 5,073 | | 82,579 | | | 2/28/2023(5) | | | | — | 1,268 | 2,537 | | 41,273 | | | 2/28/2023(6) | | | | — | 1,268 | 2,536 | | 41,273 | | | 2/28/2023(7) | | | | | | | 5,073 | 165,126 |
Fiscal 2023 Grants of Plan-Based Awards
(1)Represents the possible performance-based, cash incentive award payments pursuant to our 2023 Plan. For a description of the 2023 Plan and awards made pursuant thereto, see “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Components of Named Executive Officer Compensation - Annual Cash Incentive Compensation” beginning on page 28 of this proxy statement, and for a description of the payments actually made pursuant to the 2023 Plan, see “EXECUTIVE COMPENSATION - Summary Compensation Table - Fiscal Years 2021-2023” beginning on page 33 of this proxy statement. (2)There were no threshold payouts under the 2023 Plan, as the possible performance-based cash incentive award payments under the 2023 Plan were to be paid on a sliding scale basis from $0 up to a certain percentage of a named executive officer’s fiscal 2023 annual base salary based on our achievement of certain AEBITDA targets. These sliding scale payments and the related AEBITDA targets are described more fully under “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Components of Named Executive Officer Compensation - Annual Cash Incentive Compensation” beginning on page 28 of this proxy statement. (3)The aggregate grant date fair value is computed in accordance with ASC Topic 718. For awards that are subject to performance conditions, the amounts included in this column are the full fair value at the grant date based on the probable outcome with respect to the satisfaction of the performance condition consistent with the recognition criteria in ASC Topic 718 (excluding the effect of estimated forfeitures). (4)The amounts shown in these rows reflect threshold, target and maximum performance of the AEBITDA component of the 2023 Grants made pursuant to the 2019 Equity Incentive Plan. The forfeiture restrictions associated with these restricted stock awards will immediately lapse upon the Compensation Committee’s certification of the attainment of AEBITDA of greater than $220 million for the performance period beginning at the start of fiscal 2023 and ending at the conclusion of fiscal 2025, up to a maximum of $300 million (for an attainment of 200%), provided that the grantee provided continuous service through the applicable vesting date and further provided that the additional conditions and performance criteria related to AEBITDA for the performance period ending at the conclusion of fiscal 2025 were met, as set forth in the grantee’s performance-based vesting restricted share award agreement. (5)The amounts shown in these rows reflect threshold, target and maximum performance of the share price component of the 2023 Grants made pursuant to the 2019 Equity Incentive Plan. The forfeiture restrictions associated with these restricted stock awards will immediately lapse upon the Compensation Committee’s certification that the Company’s common stock closing price was greater than $35.00, based on an average of 20 consecutive trading days, at any time during the three-year performance period beginning upon the grant date and ending at the conclusion of fiscal 2025, up to a maximum common stock closing price of $50.00 per share (for an attainment of 200%), provided that the grantee provides continuous service through the applicable vesting date and further provided that the additional conditions and performance criteria related to the Company’s stock price for the performance period ending at the conclusion of fiscal 2025 were met, as set forth in the grantee’s performance-based vesting restricted share award agreement. (6)The amounts shown in these rows reflect threshold, target and maximum performance of the ROIC component of the 2023 Grants made pursuant to the 2019 Equity Incentive Plan. The forfeiture restrictions associated with these restricted stock awards will immediately lapse upon the Compensation Committee’s certification of the attainment of ROIC greater than 10% for the performance period beginning at the start of fiscal 2023 and ending at the conclusion of fiscal 2025, up to a maximum if ROIC is greater than 15% (for an attainment of 200%), provided that the grantee provided continuous service through the applicable vesting date and further provided that the additional conditions and performance criteria related to ROIC for the performance period ending at the conclusion of fiscal 2025 were met, as set forth in the grantee’s performance-based vesting restricted share award agreement. (7)The forfeiture restrictions associated with these restricted share awards will lapse in one-third increments on February 28, 2024 through 2026.
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The table below summarizes the amount of unexercised stock options and unvested time-based vesting and performance-based vesting restricted stock awards granted to each named executive officer as of December 29, 2023. The vesting schedule for each grant can be found in the footnotes to this table, based on the grant date. We did not issue stock options in fiscal 2023 to any of our named executive officers. For additional information on our equity awards, see “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Components of Fiscal 2023 Compensation for Our Named Executive Officers - Long-Term Equity Compensation” on page 29 of this proxy statement.
Outstanding Equity Awards at 2023 Fiscal Year End
| | OPTION AWARDS | | | STOCK AWARDS | | | | | Name | Equity Incentive Plan Award: Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Christopher Pappas | 95,908(2) | 20.23 | 3/7/2026 | — | — | — | — | | | | | | 126,142(3) | 3,712,359 | 131,682(13) | 3,875,401 | | | | | | 42,635(8) | 1,254,748 | 132,128(14) | 3,888,527 | | John Pappas | — | — | | 69,323(4) | 2,040,176 | 72,366(13) | 2,129,731 | | | | | | 23,431(9) | 689,574 | 72,612(14) | 2,136,971 | | James Leddy | — | — | | 44,405(5) | 1,306,839 | 21,538(13) | 633,863 | | | | | | 15,364(10) | 452,163 | 21,610(14) | 635,982 | | Alexandros Aldous | — | — | | 41,444(6) | 1,219,697 | 20,102(13) | 591,602 | | | | | | 14,340(11) | 422,026 | 20,170(14) | 593,603 | | Timothy McCauley | — | — | | 20,919(7) | 615,646 | 10,146(13) | 298,597 | | | | | | 7,238(12) | 213,014 | 10,180(14) | 299,597 |
Outstanding Equity Awards at 2023 Fiscal Year End
(1)The value presented in the table is equal to the product of the number of shares that had not vested as of the last trading day of fiscal 2023 (December 29, 2023) and the closing price of our common stock on such date, which was $29.43. (2)The price-based stock options became exercisable during fiscal 2019 as the Company achieved the $30 stock price hurdle (based on an average of 20 consecutive trading days) and the third anniversary of the grant date had occurred, both requirements to exercise; in addition, the price-based stock options remain subject to the reporting person’s non-qualified stock option agreement. (3)These 126,142 shares of restricted stock include: (i) 28,217 shares of time-based vesting restricted stock awarded in fiscal 2023 that are subject to forfeiture restrictions that will lapse in one-third increments on the first through third anniversary dates of the service-inception date (February 28, 2023) and (ii) 97,925 shares of performance-based restricted stock that were earned following the three- year performance period that ended December 29, 2023 and remained subject to service-based vesting through the date of determination. (4)These 69,323 shares of restricted stock include: (i) 15,507 shares of time-based vesting restricted stock awarded in fiscal 2023 that are subject to forfeiture restrictions that will lapse in one-third increments on the first through third anniversary dates of the service-inception date (February 28, 2023) and (ii) 53,816 shares of performance-based restricted stock that were earned following the three-year performance period that ended December 29, 2023 and remained subject to service-based vesting through the date of determination. (5)These 44,405 shares of restricted stock include: (i) 10,769 shares of time-based vesting restricted stock awarded in fiscal 2023 that are subject to forfeiture restrictions that will lapse in one-third increments on the first through third anniversary dates of the service-inception date (February 28, 2023) and (ii) 33,636 shares of performance-based restricted stock that were earned following the three-year performance period that ended December 29, 2023 and remained subject to service-based vesting through the date of determination. (6)These 41,444 shares of restricted stock include: (i) 10,051 shares of time-based vesting restricted stock awarded in fiscal 2023 that are subject to forfeiture restrictions that will lapse in one-third increments on the first through third anniversary dates of the service-inception date (February 28, 2023) and (ii) 31,393 shares of performance-based restricted stock that were earned following the three-year performance period that ended December 29, 2023 and remained subject to service-based vesting through the date of determination. (7)These 20,919 shares of restricted stock include: (i) 5,073 shares of time-based vesting restricted stock awarded in fiscal 2023 that are subject to forfeiture restrictions that will lapse in one-third increments on the first through third anniversary dates of the service-inception date (February 28, 2023) and (ii) 15,846 shares of performance-based restricted stock that were earned following the three-year performance period that ended December 29, 2023 and remained subject to service-based vesting through the date of determination. (8)These 42,635 shares of time-based vesting restricted stock awarded prior to fiscal 2023 that were unvested at the end of fiscal 2023 include: 23,760 shares that vested on February 23, 2024; 9,437 shares that vested on February 24, 2024; and 9,438 shares that will vest on February 24, 2025. (9)These 23,431 shares of time-based vesting restricted stock awarded prior to fiscal 2023 that were unvested at the end of fiscal 2023 include: 13,058 shares that vested on February 23, 2024; 5,186 shares that vested on February 24, 2024; and 5,187 shares that will vest on February 24, 2025. (10)These 15,364 shares of time-based vesting restricted stock awarded prior to fiscal 2023 that were unvested at the end of fiscal 2023 include: 8,161 shares that vested on February 23, 2024; 3,601 shares that vested on February 24, 2024; and 3,602 shares that will vest on February 24, 2025. (11)These 14,340 shares of time-based vesting restricted stock awarded prior to fiscal 2023 that were unvested at the end of fiscal 2023 include: 7,617 shares that vested on February 23, 2024; 3,361 shares that vested on February 24, 2024; and 3,362 shares that will vest on February 24, 2025. (12)These 7,238 shares of time-based vesting restricted stock awarded prior to fiscal 2023 that were unvested at the end of fiscal 2023 include: 3,845 shares that vested on February 23, 2024; 1,696 shares that vested on February 24, 2024; and 1,697 shares that will vest on February 24, 2025. (13)Reflects the number of shares that may be earned if the highest levels of performance conditions are achieved. The unearned performance-based restricted stock awarded in fiscal 2023 will vest, to the extent earned, following the three-year performance period ending in fiscal 2026. (14)Reflects the number of shares that may be earned if the highest levels of performance conditions are achieved. The unearned performance-based restricted stock awarded in fiscal 2023 will vest, to the extent earned, following the three-year performance period ending in fiscal 2025.
Fiscal 2023 Stock Vested Table
Fiscal 2023 Stock Vested Table The following table sets forth certain information with respect to the number of shares of restricted stock that our named executive officers received upon vesting in fiscal 2023:
Fiscal 2023 Stock Vested Table
| | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Christopher Pappas(1) | — | — | 42,569 | 1,442,297 | | John Pappas(2) | — | — | 23,395 | 792,655 | | James Leddy(3) | — | — | 14,982 | 507,503 | | Alexandros Aldous(4) | — | — | 13,982 | 473,628 | | Tim McCauley(5) | — | — | 7,058 | 239,084 |
Fiscal 2023 Stock Vested Table
(1)Of Mr. C. Pappas’ 42,569 shares of restricted stock vested in fiscal 2023: (i) 23,760 shares vested on February 24, 2023 and (ii) 18,809 shares vested on February 27, 2023. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $33.58 (February 24, 2023), and $34.12 (February 27, 2023). (2)Of Mr. J. Pappas’ 23,395 shares of restricted stock vested in fiscal 2023: (i) 13,057 shares vested on February 24, 2023 and (ii) 10,338 shares vested on February 27, 2023. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $33.58 (February 24, 2023), and $34.12 (February 27, 2023). (3)Of Mr. Leddy’s 14,982 shares of restricted stock vested in fiscal 2023: (i) 8,161 shares vested on February 24, 2023 and (ii) 6,821 shares vested on February 27, 2023. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $33.58 (February 24, 2023), and $34.12 (February 27, 2023). (4)Of Mr. Aldous’ 13,982 shares of restricted stock vested in fiscal 2023: (i) 7,616 shares vested on February 24, 2023 and (ii) 6,366 shares vested on February 27, 2023. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $33.58 (February 24, 2023), and $34.12 (February 27, 2023). (5)Of Mr. McCauley’s 7,058 shares of restricted stock vested in fiscal 2023: (i) 3,845 shares vested on February 24, 2023 and (ii) 3,213 shares vested on February 27, 2023. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $33.58 (February 24, 2023), and $34.12 (February 27, 2023).
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The table below reports the amount of compensation payable to each of our named executive officers in the event of termination of such executive’s employment and in certain situations following a change in control of the Company. The amounts shown in the table below reflect the assumption that the named executive officer’s termination of employment was effective as of December 29, 2023, and that the executive was employed through such date. The columns for amounts due upon a change in control or upon certain terminations following a change in control reflect the assumption that the change in control occurred and, if applicable, the executive experienced a termination of employment as of December 29, 2023. Amounts listed represent the incremental amounts due to the named executive officers beyond what they would have received without, as applicable, a termination of employment or change in control. Thus, amounts earned under the 2023 Plan, which were earned as of the end of fiscal 2023, are not duplicated in the table. All amounts shown are estimates of the amounts that would be paid out to the executives. The actual amounts to be paid out can only be determined at the time of the relevant triggering event. For purposes of the table, the value attributed to acceleration of the vesting of restricted stock awards is based on the closing price of our common stock on the last trading day of fiscal 2023 (December 29, 2023), which was $29.43.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments Upon Separation | Involuntary Not-For-Cause Termination on 12/29/2023 ($) | Disability on 12/29/2023(1) ($) | Death on 12/29/2023(1) ($) | Change in Control on 12/29/2023(1)(2) ($) | Termination By Executive For Good Reason or By the Company Without Cause At or During the Two-Year Period Following a Change in Control on 12/29/2023(1)(2)(3) ($) | | Christopher Pappas | | | | | | | Acceleration of Vesting of Restricted Stock | — | 8,849,091 | 8,849,091 | 8,849,091 | 8,849,091(6) | | Cash Severance Payment | 2,121,064(4) | — | — | — | 6,228,192 | | Total | 2,121,064 | 8,849,091 | 8,849,091 | 8,849,091 | 15,077,283 | | John Pappas | | | | | | | Acceleration of Vesting of Restricted Stock | — | 4,863,101 | 4,863,101 | 4,863,101 | 4,863,101(6) | | Cash Severance Payment | 908,753(5) | — | — | — | 2,323,340 | | Total | 908,753 | 4,863,101 | 4,863,101 | 4,863,101 | 7,186,441 | | James Leddy | | | | | | | Acceleration of Vesting of Restricted Stock | — | 2,393,944 | 2,393,944 | 2,393,944 | 2,393,944(6) | | Cash Severance Payment | 768,545(5) | — | — | — | 1,715,770 | | Total | 768,545 | 2,393,944 | 2,393,944 | 2,393,944 | 4,109,714 | | Alexandros Aldous | | | | | | | Acceleration of Vesting of Restricted Stock | — | 2,234,335 | 2,234,335 | 2,234,335 | 2,234,335(6) | | Cash Severance Payment | 721,808(5) | — | — | — | 1,606,718 | | Total | 721,808 | 2,234,335 | 2,234,335 | 2,234,335 | 3,841,053 | | Timothy McCauley | | | | | | | Acceleration of Vesting of Restricted Stock | — | 1,127,767 | 1,127,767 | 1,127,767 | 1,127,767 | | Cash Severance Payment | — | — | — | — | 1,082,826 | | Total | — | 1,127,767 | 1,127,767 | 1,127,767 | 2,210,593 |
Potential Payments upon Termination or Change in Control
(1) Pursuant to our award agreements with the named executive officers, amounts in this column are based on awards of time-based vesting and performance-based vesting restricted shares of our common stock fully vesting if the executive terminates employment by reason of death or disability on December 29, 2023. (2) Amounts in this column assume the individual’s awards of time-based vesting and performance-based vesting restricted shares of our common stock are not assumed in the change in control transaction and therefore vested immediately prior to the change in control transaction. If awards are assumed by the successor entity in the change in control, awards will vest if within one year following the change in control, the executive’s employment is terminated by the executive for “good reason” or by the Company for any reason other than “cause.” Thus amounts in this column would also apply if the individual’s time-based vesting and performance-based vesting restricted shares are assumed in the change in control transaction and the individual’s employment terminated for any of the foregoing reasons as of December 29, 2023. (3) As discussed in “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Employment Agreements, Offer Letters and Severance Benefits - Executive Change in Control Plan” the severance benefit due in connection with a resignation by the individual for “good reason” or termination by the Company without “cause” (as such terms are defined in the Executive CIC Plan) during the two-year period following a change in control is a multiple of the individual’s base salary, target annual bonus for the year of termination, a lump sum benefits payment and an outplacement payment. The multiple for Mr. C. Pappas is 3x, and the multiple for the other named executive officers is 2x. In addition, under the Executive CIC Plan, amounts are reduced in the event that the individual would be subject to excise taxes imposed under Section 4999 of the Code or any similar tax imposed by state or local law, but only where the after-tax payments received by the individual would be greater than the after-tax payments without regard to such reduction. The total amounts payable above have been calculated assuming no reduction would apply to avoid excise taxes under Section 4999 or state or local law. (4) Pursuant to our severance agreement with Mr. C. Pappas, if such named executive officer is terminated by us without “cause” (as that term is defined in the severance agreement), he is entitled to receive an amount equal to a multiple of his annual base salary and target annual bonus for the year of termination as well as a lump-sum benefits payment and lump-sum outplacement services payment payable for a period of two years from the date of his termination and on the same terms and with the same frequency as his annual base salary was paid prior to such termination. The multiple for Mr. C. Pappas is 2x. (5) Pursuant to our severance agreements with each of Messrs. J. Pappas, Leddy and Aldous, if such named executive officer is terminated by us without “cause” (as that term is defined in the severance agreement), they are entitled to receive an amount equal to a multiple of their annual base salary and target annual bonus for the year of termination as well as a lump-sum benefits payment and lump-sum outplacement payment payable for a period of 18 months from the date of their termination and on the same terms and with the same frequency as their annual base salary was paid prior to such termination. The multiple for each of Messrs. J. Pappas, Leddy and Aldous is 1.5x. (6) Amounts assume the individual’s awards of time-based vesting and performance-based vesting restricted shares of our common stock were assumed in the change in control transaction and were accelerated in connection with the executive’s termination without “cause” or resignation for “good reason” as of December 29, 2023.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our chief executive officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
CEO Pay Ratio
| • | For fiscal 2023, the median annual total compensation of all employees of the Company (other than the chief executive officer) was $41,643 and the annual total compensation of our chief executive officer was $5,028,855. In each case, compensation was calculated using the methodology for determining the compensation of our named executive officers as reported in the Summary Compensation Table. | | • | Based on this information, for fiscal 2023, the ratio of the annual total compensation of our chief executive officer to the median annual total compensation of all employees of the Company was 120.3 to 1. |
CEO Pay Ratio
How We Calculated the Ratio •The “median annual total compensation of all employees” is the annual total compensation of a single employee who is at the midpoint of all of the employees of the Company (other than our chief executive officer) ranked in order of compensation amounts. When determining our midpoint in fiscal 2023, we considered the compensation of 4,687 employees (other than the chief executive officer) who were employed by the Company as of December 29, 2023. Consistent with SEC regulations, we excluded all of our Canadian, Qatari and Omani employee workforce, which was comprised of approximately 59 employees in Canada, 42 employees in Oman and 85 employees in Qatar, who collectively constituted less than five percent (5%) of our total workforce of approximately 4,873 employees as of December 29, 2023, from consideration in determining the median annual total compensation of all employees. We also excluded all employees on unpaid leaves of absence who did not receive any compensation during fiscal 2023. We do not have employees in any countries other than the United States, Canada, the United Arab Emirates, Oman and Qatar, and we did not make any adjustments for the cost of living. •SEC regulations allow employers to identify the midpoint based on a “consistently applied compensation measure” (“CACM”). For fiscal 2023, we ran a check detail gross pay report as of December 29, 2023 as our CACM to determine the midpoint of our employee population. We chose this CACM because the data was readily available and, in our judgment, did not include or exclude elements of compensation that would affect our midpoint. •After applying our CACM for fiscal 2023, we identified our median employee as an hourly employee providing services to the Company as a distribution delivery driver. •Once we identified our new median employee, we then calculated the median employee’s “annual total compensation.” We followed the methodology required under SEC regulations for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table. We did not add the value of employer contributions to broad-based employee benefit plans except to the extent such amounts are included in the Summary Compensation Table for our named executive officers.
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 Actually Paid” (“CAP”) and our financial performance. CAP is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our named executive officers. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to the Compensation Discussion & Analysis. Pay Versus Performance Table
Pay versus Performance
| Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (GAAP)(5) ($) | Company Selected Metric: Adj. EBITDA(5)(6) ($) | | | | | | | Total Shareholder Return ($) | Peer Group TSR(4) ($) | | | | 2023 | 5,028,855 | 5,261,936 | 1,606,219 | 1,637,491 | 78 | 164 | 34,590 | 193,236 | | 2022 | 3,061,588 | 6,108,675 | 842,036 | 1,897,137 | 88 | 198 | 27,750 | 157,868 | | 2021 | 6,437,105 | 8,396,761 | 2,122,341 | 2,484,175 | 86 | 213 | (4,923) | 61,297 | | 2020 | 3,804,992 | 3,205,382 | 1,456,213 | 1,337,608 | 63 | 109 | (82,903) | (42,880) |
Pay versus Performance
(1) The Principal Executive Officer (“PEO”) in all four reporting years is Christopher Pappas. The named executive officers in the 2023 and 2022 reporting years are John Pappas, James Leddy, Alexandros Aldous and Timothy McCauley. The named executive officers in the 2021 reporting year are John Pappas, James Leddy, Alexandros Aldous, Timothy McCauley and Patricia Lecouras. The named executive officers in the 2020 reporting year are John Pappas, James Leddy, Alexandros Aldous and Patricia Lecouras. (2) The following table details the applicable adjustments that were made to determine CAP, including the adjustment to account for equity awarded in 2020 in lieu of the 2019 non-equity incentive plan compensation and 50% of 2020 salary that are not reflected in the Summary Compensation Table (“SCT”) “Stock Awards” column. CAP adjustment categories with no values are excluded from the table.
Pay versus Performance
| | | Average | | | | Non-PEO | | | PEO ($) | NEOs ($) | | Summary Compensation Table Total | ($) | ($) | | Less Stock Award Value Reported in SCT for the Covered Year(a) | 5,028,855 | 1,606,219 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 3,082,019 | 835,316 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | 187,049 | 29,123 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | — | — | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | 25,601 | 8,868 | | Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | — | | Compensation Actually Paid | 5,261,936 | 1,637,491 |
Pay versus Performance
(a) Includes the value of stock awards granted in lieu of salary in 2020. These awards were reflected in the “Salary” column of the SCT with respect to 2020 but included in the Grants of Plan-Based Awards Table for such year as equity awards and were considered to be outstanding equity awards until vesting in 2021. (3) The fair value of performance shares reported for CAP purposes reflects calculated performance at the end of the performance year for internal metrics (i.e., Adjusted EBITDA and ROIC) and Monte Carlo simulation valuation model for the market metric (i.e., share price), in accordance with ASC Topic 718. Performance shares subject to the market metric will ultimately vest, if at all, based on measured performance through the end of the three-year performance period. (4) Reflects the total shareholder return indexed to $100 per share for the S&P Smallcap Food Distributor Index, which is the industry line peer group reported in our Annual Report on Form 10-K for fiscal 2023. Peer group TSR for 2020, 2021 and 2022 has been updated to incorporate the impact of dividends. (5) Values shown are in thousands. (6) We present Adjusted EBITDA in our quarterly earnings releases, which is a non-GAAP financial measurement. We use Adjusted EBITDA as a performance measure, which permits a comparative assessment of our operating performance relative to our performance based upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. For further information regarding the calculation of adjusted EBITDA for fiscal 2023, 2022, 2021 and 2020, refer to our Annual Report on Form 10-K and the Compensation Discussion and Analysis in the Definitive Proxy Statement filed for each fiscal year. Financial Performance Measures The following is a list of performance measures, which in our assessment represent the most important measures used by the Company to link compensation actually paid to our named executive officers for fiscal 2023 and are the only metrics used in our fiscal 2023 incentive compensation program: •Adjusted EBITDA •Share Price •ROIC •Revenue Adjusted EBITDA, ROIC and share price are used for purposes of determining payouts for the 2023 PRSA Grants under our 2023 LTI. Our Company Selected Measure, Adjusted EBITDA, and revenue are used as the metrics in the 2023 Plan. Please refer to the Compensation Discussion and Analysis for a further description of these metrics and how they are used in the Company’s executive compensation programs. Relationship Between Pay and Performance The graph below reflects the relationship between the PEO and average non-PEO named executive officers’ CAP, the Company’s cumulative indexed total shareholder return and the total shareholder return of our comparator peer group: The graph below reflects the relationship between the PEO and average non-PEO named executive officers’ CAP and the Company’s GAAP net income for the applicable reporting year. The graph below reflects the relationship between the PEO and average non-PEO named executive officers’ CAP and the Company’s company selected measure, Adjusted EBITDA, for the applicable reporting year.
Director Compensation
Director Compensation Pursuant to our Corporate Governance Guidelines, the Board is responsible for setting the compensation of its independent directors. For fiscal 2023, the retainer we paid our non-employee directors was $160,000. The retainer consists of a mix of cash and equity. The cash portion of the retainer, $45,000, is paid in quarterly installments on the first day of each fiscal quarter. The equity portion of the retainer, $115,000 in time-based vesting restricted stock units payable in the Company’s common stock, will vest at the Annual Meeting. In fiscal 2023, we did not pay directors for attending meetings of the Board or its committees, but we did pay directors for lead directorship and committee membership and chairmanship as well as reimbursed our independent directors for their expenses incurred in attending Board and committee meetings, including travel-related expenses. Our directors receive retainers for their participation as members of committees of the Board equal to $12,500 for Audit Committee membership, $10,000 for Compensation Committee membership, $7,500 for Nominating and Corporate Governance Committee membership and $7,500 for ESG Committee membership. Directors who serve as a chairperson of a committee of the Board receive retainers equal to $25,000 for the Audit Committee chairpersonship, $20,000 for the Compensation Committee chairpersonship, $15,000 for the Nominating and Corporate Governance Committee chairpersonship and $15,000 for ESG Committee chairpersonship. Our Lead Director also receives a retainer equal to $15,000 for Board lead directorship. In fiscal 2024, the Board will increase the equity component of the retainer paid to our non-employee directors for their service on the Board during fiscal 2024 from $115,000 to $135,000. The table below summarizes the compensation paid by us to our directors for director service in fiscal 2023. Messrs. Owens and Peretz and Mses. Walton-Ruskin and Weinstein were not members of the Board during fiscal 2023 and are not included in the table below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(3) ($) | All Other Compensation ($) | Total ($) | | Christopher Pappas(1) | — | — | — | — | | John Pappas(1) | — | — | — | — | | Ivy Brown(2) | 65,000 | 114,989 | — | 179,989 | | Dominick Cerbone | 115,000 | 114,989 | — | 229,989 | | Joseph Cugine | 90,000 | 114,989 | — | 204,989 | | Steven F. Goldstone | 52,500 | 114,989 | — | 167,489 | | Alan Guarino | 90,000 | 114,989 | — | 204,989 | | Stephen Hanson | 65,000 | 114,989 | — | 179,989 | | Aylwin Lewis(2) | 62,500 | 114,989 | — | 177,489 | | Katherine Oliver | 85,000 | 114,989 | — | 199,989 |
Director Compensation
(1) These individuals did not receive any compensation for their service as a director, see “EXECUTIVE COMPENSATION - Summary Compensation Table - Fiscal Years 2021-2023” beginning on page 33 of this proxy statement for compensation paid to these individuals. (2) For Ms. Brown, includes restricted stock unit awards deferred under our Non-Employee Director Deferral Plan. (3) Each of these restricted stock unit awards was unvested as of the end of fiscal 2023 and were the only outstanding stock awards for each of the directors (other than Messrs. C. Pappas and J. Pappas), and they will each vest at the Annual Meeting. Consistent with ASC Topic 718, the amounts in the table reflect the grant date fair value of our awards to each of our directors, other than Messrs. C. Pappas and J. Pappas, of 3,393 restricted stock units on May 12, 2023, the date of our 2023 annual meeting of stockholders. The grant date fair value for these awards of restricted stock units was determined by taking the closing market price of the Company’s common stock on the date of grant, which was $33.89, and multiplying it by the number of restricted stock units awarded.
Deferral of Director Compensation
Deferral of Director Compensation We maintain the Non-Employee Director Deferral Plan (the “Deferred Compensation Plan”), which allows our non-employee directors to defer elements of their annual compensation. Directors may defer up to 100% of their annual equity compensation. Generally, deferral elections may only be made for awards to be granted in a subsequent calendar year. Directors can elect the amount deferred and the deferral period. If a director elects to defer any portion of an RSU award, upon the vesting of that award, we credit a stock account with the amount deferred. All such accounts are distributed in shares of the Company’s common stock. Distributions may be made in a lump sum, subject to early distribution of vested awards in a lump sum in the event of the participant’s termination of service or a change in control.