DEF 14A of Aramark, Dec 21, 2023

DEF 14A of Aramark

Filed Dec 21, 2023 · FY20230001584509-23-000317

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | PROPOSAL SUMMARY What Are You Voting On? We are asking our shareholders to elect 10 director nominees listed below to serve on the Board of Directors for a one-year term. Information about the Board and each director nominee is included in this section. Voting Recommendation The Board recommends that you vote “FOR” each director nominee listed below. After consideration of the individual qualifications, skills and experience of each of our director nominees and his or her prior contributions to the Board, if applicable, it believes a Board composed of the 10 director nominees would be well-balanced and effective. The Board, upon recommendation from the Nominating, Governance and Corporate Responsibility Committee (the “Nominating Committee”), has nominated 10 directors for election at the Annual Meeting. Each of the directors elected at the Annual Meeting will hold office until the Annual Meeting of Shareholders to be held in 2025 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed. | | | | The Board of Directors recommends a vote “FOR” each nominee for director |

  3. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

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  4. OVERVIEW OF OUR DIRECTOR NOMINEES

    OVERVIEW OF OUR DIRECTOR NOMINEES Each of our 10 nominees has extensive leadership experience and relevant expertise and, except for Mr. DelGhiaccio, currently serves as a director for the Company. The Board undergoes an annual self-assessment and review to ensure that it has a balanced mix of skills and attributes to best oversee our business. Arthur B. Winkleblack is not standing for election at the Annual Meeting.

  5. OVERVIEW OF OUR DIRECTOR NOMINEES

    | Director | Age | Background | Current Committee Memberships | | Susan M. Cameron | 65 | Former Chairman and Chief Executive Officer, Reynolds American Inc. | Compensation and Human Resources Nominating, Governance and Corporate Responsibility | | Greg Creed | 66 | Former Chief Executive Officer, Yum! Brands, Inc. | Finance and Technology Compensation and Human Resources | | Brian M. DelGhiaccio | 50 | Executive Vice President, Chief Financial Officer, Republic Services, Inc. | New Director Nominee | | Bridgette P. Heller | 62 | Founder and Chief Executive Officer, The Shirley Procter Puller Foundation | Finance and Technology Nominating, Governance and Corporate Responsibility | | Kenneth M. Keverian | 66 | Former Chief Strategy Officer, IBM Corporation | Audit Finance and Technology | | Karen M. King | 67 | Former Executive Vice President, Chief Field Officer, McDonald’s Corp. | Audit Finance and Technology | | Patricia E. Lopez | 62 | Former Chief Executive Officer, High Ridge Brands Co. | Audit Compensation and Human Resources | | Stephen I. Sadove | 72 | Former Chairman and Chief Executive Officer, Saks Incorporated | Compensation and Human Resources Nominating, Governance and Corporate Responsibility | | Kevin G. Wills | 58 | Chief Financial Officer, Authentic Brands Group | Audit Finance and Technology | | John J. Zillmer | 68 | Chief Executive Officer, Aramark | None |

  6. OVERVIEW OF OUR DIRECTOR NOMINEES

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  7. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following sections describe certain information regarding our director nominees as of December 8, 2023.

  8. Director Nominee Composition

    Director Nominee Composition

  9. Director Nominee Composition

    | Board Diversity Matrix | | | | Total Number of Directors | 10 | | | Part I: Gender Identity | Female | Male | | Directors | 4 | 6 | | Part II: Demographic Background | | | | African American or Black | 1 | 0 | | Hispanic or Latinx | 1 | 0 | | White | 2 | 6 | | Part III: Tenure (avg. 3.4 years) | | | | 0-3 Years | 5 | | | 4-6 Years | 4 | | | 7+ Years | 1 | |

  10. Director Nominee Skills, Experience, and Background

    Director Nominee Skills, Experience, and Background The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and that align with the Company’s strategic vision, and business and operations. The following is a description of some of these skills, experience, and background:

  11. Director Nominee Skills, Experience, and Background

    | | Strategy Development | | Disruptive Risk and Innovation | | | Experience driving strategic direction and growth of an organization | | Experience or expertise in preparing for and responding to natural or man made business disruptions | | | ARMK and Related Industry Experience | | Public Company Board Service | | | Knowledge of or experience in one or more of the Company's specific industries (e.g., food and facilities management) | | Experience as a board member of another publicly-traded company | | | Accounting & Finance | | Corporate Finance & Capital Markets | | | Experience or expertise in financial accounting and reporting or the financial management of a major organization | | Experience in capital structure strategy, corporate debt. capital market transactions, private equity or investment banking | | | C-Suite Leadership | | IT & Cyber Security | | | Experience serving in a senior leadership role of a major organization (e.g., Chief Financial Officer, General Counsel, President, or Division Head) | | Experience or expertise in information technology or the use of digital media or technology to facilitate business objectives | | | CEO Leadership | | International Operations | | | Experience serving as the Chief Executive Officer of a major organization | | Experience doing business internationally | | | Compensation, Human Resources & Culture | | Traditional and Digital Marketing & Sales | | | Experience or expertise in human resources and fostering organizational goals, values and behaviors | | Experience in creating, communicating and delivering offerings of goods and services for customers and clients through either traditional or digital means | | | Supply Chain | | M&A and Business Development | | | Experience in the large-scale procurement and distribution of goods for an enterprise | | Experience and involvement with significant mergers and acquisitions |

  12. Director Nominee Skills, Experience, and Background

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  13. Director Nominee Skills, Experience, and Background

    The following is a summary of some of the skills, experience, and background that our director nominees bring to the Board:

  14. Director Nominee Skills, Experience, and Background

    | SKILLS, EXPERIENCE AND BACKGROUND | | | | | 10 Director Nominees | | STRATEGY DEVELOPMENT | 100% | | | | DISRUPTIVE RISK AND INNOVATION | 60% | | | | ARMK AND RELATED INDUSTRY BACKGROUND | 70% | | | | PUBLIC COMPANY BOARD SERVICE | 80% | | | | ACCOUNTING & FINANCE | 80% | | | | CORPORATE FINANCE & CAPITAL MARKETS | 40% | | | | C-SUITE LEADERSHIP | 100% | | | | IT & CYBER SECURITY | 30% | | | | CEO LEADERSHIP | 60% | | | | INTERNATIONAL OPERATIONS | 80% | | | | COMPENSATION, HUMAN RESOURCES & CULTURE | 90% | | | | TRADITIONAL AND DIGITAL MARKETING & SALES | 70% | | | | SUPPLY CHAIN | 60% | | | | M&A AND BUSINESS DEVELOPMENT | 80% |

  15. Director Nominee Skills, Experience, and Background

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  16. Director Nominee Skills, Experience, and Background

    | | | | | | | Susan M. Cameron | Director since: 2019 | Age: 65 | | | Former Chairman and Chief Executive Officer, Reynolds American Inc. | | | | | Biography: Susan M. Cameron most recently served as the Non-Executive Chairman of Reynolds American Inc. from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer and member of the board of directors from 2014 to December 2016 and 2004 to 2011. Prior to that, Ms. Cameron held various marketing, management and executive positions at Brown & Williamson Tobacco Corporation, a U.S. tobacco company. She currently serves as a director of nVent Electric plc and Tupperware Brands Corporation. Ms. Cameron previously served as a director of Reynolds American Inc. and R.R. Donnelley & Sons Company. Skills & Qualifications: Ms. Cameron’s experience as a public company CEO, her experience on the boards of other public companies and her considerable experience in the marketing for international name-brand consumer products companies enable her to provide key leadership and strategic perspectives to the Board. | | | | Experience Highlights: | | | | | CEO Leadership, Public Company Board Service, C-Suite Leadership, Compensation, Human Resources & Culture, Marketing & Sales, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources (Chair); Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | Tupperware Brands Corporation, nVent Electric plc | | | |

  17. Director Nominee Skills, Experience, and Background

    | | | | | | | Greg Creed | Director since: 2020 | Age: 66 | | | Former Chief Executive Officer, Yum! Brands, Inc. | | | | | Biography: Greg Creed most recently served as the Chief Executive Officer of YUM! Brands, Inc. from January 2015 to January 1, 2020, its Chief Executive Officer of Taco Bell Division from 2011 to 2014, and as President and Chief Concept Officer of Taco Bell U.S. from 2007 to 2011 after holding various other positions with the company since 1994. Mr. Creed currently serves as a director of Whirlpool Corporation, Delta Air Lines, Inc., and privately-held NetBase/Quid. He previously served as a director of YUM! Brands, Inc. and Sow Good Inc. Skills & Qualifications: Mr. Creed’s expertise as a public company CEO for a leading global operator of quick service restaurants allows him to contribute key insights and strategic leadership to the Board. His international experience is also very valuable to the Board. | | | | Experience Highlights: | | | | | CEO Leadership, Public Company Board Service, Related Industry Experience, C-Suite Leadership, Strategy Development, International Operations, Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources; Finance and Technology (Chair) | | | | | Other Public Boards: | | | | | Whirlpool Corporation, Delta Air Lines, Inc. | | | |

  18. Director Nominee Skills, Experience, and Background

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  19. Director Nominee Skills, Experience, and Background

    | | | | | | Brian M. DelGhiaccio | Director since: New Nominee | Age: 50 | | | Executive Vice President and Chief Financial Officer, Republic Services, Inc. | | | | | Biography: Brian DelGhiaccio is currently Executive Vice President and Chief Financial Officer of Republic Services, Inc., and has been in such position since 2020. Prior to that, Mr. DelGhiaccio served as Executive Vice President and Chief Transformation Officer from 2019 to 2020. Before that, Mr. DelGhiaccio served Senior Vice President, Business Transformation from 2017 to 2019, Senior Vice President, Finance from 2014 to 2017 and as Vice President, Investor Relations from 2012 to 2014. Prior to his time at Republic Services, Mr. DelGhiaccio was a senior consultant with Arthur Andersen. Skills & Qualifications: Mr. DelGhiaccio’s executive experience as a Chief Financial Officer will enable him to provide our Board with knowledgeable perspectives on accounting and auditing matters as well as strategic planning and mergers & acquisitions. | | | | | | | | Experience Highlights: | | | | | C-Suite Leadership, Accounting & Finance, Corporate Finance & Capital Markets, IT & Cyber Security; M&A and Business Development, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | New Nominee | | | | | Other Public Boards: | | | | | None |

  20. Director Nominee Skills, Experience, and Background

    | | | | | | Bridgette P. Heller | Director since: 2021 | Age: 62 | | | Founder and Chief Executive Officer, The Shirley Procter Puller Foundation | | | | | Biography: Bridgette P. Heller is the founder and CEO of the Shirley Proctor Puller Foundation, a small non-profit committed to generating better educational outcomes for underserved children in St. Petersburg, Florida. Previously, Ms. Heller served as the Executive Vice President and President of Nutricia, the Specialized Nutrition Division of Danone from July 2016 to August 2019. From 2010 to 2015, she served as Executive Vice President of Merck & Co., Inc. and President of Merck Consumer Care. Prior to joining Merck, Ms. Heller was President of Johnson & Johnson’s Global Baby Business Unit from 2007 to 2010 and President of its Global Baby, Kids, and Wound Care business from 2005 to 2007. She also worked for Kraft Foods from 1985 to 2002, ultimately serving as Executive Vice President and General Manager for the North American Coffee Portfolio. Ms. Heller serves as a director of Dexcom, Inc., Integral Ad Science Holding Corp., Novartis AG, and privately-held Newman’s Own Inc. She previously served as a director of Tech Data Corporation and ADT Corporation. Skills & Qualifications: Ms. Heller’s substantial experience and expertise in the food and nutrition industries provides the Board with key insights on that significant portion of the Company’s business as well as consumer focused businesses generally. | | | | | | | | Experience Highlights: | | | | | C-Suite Leadership, Strategy Development, Marketing & Sales, International Operations, Public Company Board Service | | | | | Independent Director Aramark Committees: | | | | | Finance and Technology; Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | DexCom, Inc., Novartis AG, Integral Ad Science Corp. |

  21. Director Nominee Skills, Experience, and Background

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  22. Director Nominee Skills, Experience, and Background

    | | | | | | | Kenneth M. Keverian | Director since: 2022 | Age: 66 | | | Former Chief Strategy Officer, IBM Corporation | | | | | Biography: Kenneth M. Keverian currently serves as a Senior Advisor to Boston Consulting Group and as advisor to several other companies. From 2014 until July 2020, Mr. Keverian was the Chief Strategy Officer of IBM Corporation. Prior to joining IBM Corporation, Mr. Keverian was a Senior Partner of Boston Consulting Group, where he served clients in the computing, transportation, consumer, retail, media and entertainment sectors from 1988 until 2014. Prior to that, he was a Development Team Leader for AT&T Bell Laboratories. Skills & Qualifications: Mr. Keverian’s extensive experience developing business strategies and executable plans for complex organizations, including over 30 years in the technology industry, provides important insights to the Board. | | | | Experience Highlights: | | | | | C-Suite Leadership, Strategy Development, M&A and Business Development, IT and Cyber Security, R&D and Innovation, Disruptive Risk and Innovation | | | | | Independent Director Aramark Committees: | | | | | Audit; Finance and Technology | | | | | Other Public Boards: | | | | | None | | | |

  23. Director Nominee Skills, Experience, and Background

    | | | | | | | Karen M. King | Director since: 2019 | Age: 67 | | | Former Executive Vice President, Chief Field Officer, McDonald’s Corp. | | | | | Biography: Karen M. King is the former Executive Vice President, Chief Field Officer of McDonald’s Corp. from 2015 to 2016. Prior to that, Ms. King held various management and executive positions at McDonald’s Corp. since 1994, including having served as its Chief People Officer, President, East Division, Vice-President, Strategy and Business Development and General Manager and Vice President, Florida Region, among others. Skills & Qualifications: Ms. King’s substantial experience and expertise in field operations and talent development for a high head count business in the quick service food industry provides the Board with key insights and perspective on operations, consumer focused marketing and service delivery. | | | | Experience Highlights: | | | | | C-Suite Leadership, Strategy Development, Related Industry Experience, Compensation, Human Resources & Culture, Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Audit; Finance and Technology | | | | | Other Public Boards: | | | | | None | | | |

  24. Director Nominee Skills, Experience, and Background

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  25. Director Nominee Skills, Experience, and Background

    | | | | | | Patricia E. Lopez | Director since: 2022 | Age: 62 | | | Former Chief Executive Officer, High Ridge Brands Co. | | | | | Biography: Patricia E. Lopez most recently served as Chief Executive Officer and member of the board of directors of High Ridge Brands Co., a Clayton, Dubilier & Rice Company, from 2017 until April 2020. Before joining High Ridge Brands Co., Ms. Lopez served as a Senior Vice President of The Estée Lauder Companies Inc. from 2015 until 2016 and Chief Marketing Officer of Avon Products, Inc. from 2012 until 2015. Prior to that, Ms. Lopez worked for The Procter & Gamble Company from 1983 to 2012, where she held various roles in the Latin America and United States before ultimately serving as Vice President and General Manager of Eastern Europe in Russia. Ms. Lopez currently serves as a director of Domino’s Pizza, Inc. and Express, Inc. Skills & Qualifications: Ms. Lopez’s diverse global business experience in both marketing and operations as well as her experience on the boards of other public companies provides key insights to the Board. | | | | | | | | Experience Highlights: | | | | | C-Suite Leadership, Marketing & Sales, Strategy Development, International Operations | | | | | Independent Director Aramark Committees: | | | | | Audit; Compensation & Human Resources | | | | | Other Public Boards: | | | | | Domino’s Pizza, Inc., Express, Inc. |

  26. Director Nominee Skills, Experience, and Background

    | | | | | | Stephen I. Sadove | Director since: 2013 | Age: 72 | | | Former Chairman and Chief Executive Officer, Saks Incorporated | | | | | Biography: Stephen I. Sadove is currently principal of Stephen Sadove & Associates and a founding partner of JW Levin Partners. He served as Chief Executive Officer of Saks Incorporated from 2006 until November 2013 and Chairman and CEO from May 2007 until November 2013. He was Chief Operating Officer of Saks from 2004 to 2006. Prior to joining Saks in 2002, Mr. Sadove was with Bristol-Myers Squibb Company from 1991 to 2002, first as President, Clairol from 1991 to 1996, then President, Worldwide Beauty Care from 1996 to 1997, then President, Worldwide Beauty Care and Nutritionals from 1997 to 1998, and finally, Senior Vice President and President, Worldwide Beauty Care. He was employed by General Foods Corporation from 1975 to 1991 in various managerial roles, most recently as Executive Vice President and General Manager, Desserts Division from 1989 until 1991. Mr. Sadove currently serves as a director of Colgate-Palmolive Company, Park Hotels & Resorts Inc., and Movado Group, Inc. and previously served as director of Ruby Tuesday, Inc., J.C. Penney Company, Inc. and privately-held Buy It Mobility. Skills & Qualifications: Mr. Sadove’s extensive knowledge of financial and operational matters in the retail industry, including as to technology matters, and his experience as a public company Chief Executive Officer are highly valuable to the Board. In addition, Mr. Sadove’s service on a number of public company boards provides important insights to the Board on governance and similar matters. | | | | | | | | Experience Highlights: | | | | | CEO Leadership, C-Suite Leadership, Related Industry Experience, International Operations, Strategy Development, Marketing & Sales, Public Company Board Service | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources; Nominating, Governance and Corporate Responsibility (Chair) | | | | | Other Public Boards: | | | | | Colgate-Palmolive Company, Park Hotels & Resorts Inc., Movado Group, Inc. |

  27. Director Nominee Skills, Experience, and Background

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  28. Director Nominee Skills, Experience, and Background

    | | | | | | | Kevin G. Wills | Director since: 2023 | Age: 58 | | | Chief Financial Officer, Authentic Brands Group | | | | | Biography: Kevin G. Wills is currently Chief Financial Officer of Authentic Brands Group. Prior to joining Authentic Brands Group, he served as Chief Financial Officer of Pilot Company, a private company, from 2019 to 2023, and Chief Financial Officer of Tapestry Incorporated, a publicly traded company, from 2017 to 2019. Mr. Wills was formerly an independent director of Tivity Health, for which he was the Audit Committee Chair for two years and the Chairman of the Board for five years. Skills & Qualifications: Mr. Wills executive experience as a Chief Financial Officer for several large companies provides the board with invaluable insights on accounting and auditing matters, strategy, corporate finance, and mergers and acquisitions. The Board has determined Mr. Wills to be an audit committee financial expert. | | | | Experience Highlights: | | | | | Accounting & Finance, Compensation, Human Resources & Culture, Corporate Finance & Capital Markets, C-Suite Leadership, International Operations, M&A and Business Development, Public Company Board Service, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Audit; Finance and Technology | | | | | Other Public Boards: | | | | | None | | | |

  29. Director Nominee Skills, Experience, and Background

    | | | | | | | John J. Zillmer | Director since: 2019 | Age: 68 | | | Chief Executive Officer, Aramark | | | | | Biography: John J. Zillmer has been our Chief Executive Officer (“CEO”) since October 2019. Prior to joining us, Mr. Zillmer served as Chief Executive Officer and Executive Chairman of Univar from 2009 until 2012. Prior to that, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries from 2005 to 2008 and various positions at Aramark, including Vice President of Operating Systems, Regional Vice President, Area Vice President, Executive Vice President Business Dining Services, President of Business Services Group, President of International and President of Global Food and Support Services, from 1986 to 2005. Mr. Zillmer serves on the board of directors as Non-Executive Chairman of CSX Corporation, as well as a director of Ecolab, Inc. Mr. Zillmer was formerly on the board of directors of Veritiv Corporation, Performance Food Group (PFG) Company, Inc. and Reynolds American, Inc. Skills & Qualifications: Having served as our CEO since October 2019 and with over 30 years of experience in the managed food and services hospitality industry, including 23 years with Aramark, Mr. Zillmer’s extensive knowledge of the Company and the industries in which it is engaged are invaluable to the Board. In addition, Mr. Zillmer’s experience prior to joining Aramark as a Chief Executive Officer of two public companies provides key leadership experience and perspective and is greatly valued by the Board. | | | | Experience Highlights: | | | | | CEO Leadership, Strategy Development, Industry Experience, International Operations, M&A and Business Development, Supply Chain, Public Company Board Service | | | | | Aramark Committees: | | | | | None | | | | | Other Public Boards: | | | | | CSX Corporation, Ecolab, Inc. | | | |

  30. Director Nominee Skills, Experience, and Background

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  31. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  32. Director Compensation Table for Fiscal 2023

    Director Compensation Table for Fiscal 2023 The following table sets forth compensation information for our non-employee directors in fiscal 2023.

  33. Director Compensation Table for Fiscal 2023

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS ($) | ALL OTHER COMPENSA- TION(3) ($) | TOTAL ($) | | Susan M. Cameron | 135,000 | 182,566 | — | — | 317,566 | | Greg Creed | 125,000 | 182,566 | — | — | 307,566 | | Daniel J. Heinrich(4) | 46,125 | — | — | 12,866 | 58,991 | | Bridgette P. Heller | 105,000 | 182,566 | — | 10,000 | 297,566 | | Paul Hilal(5) | — | — | — | — | — | | Kenneth M. Keverian | 105,000 | 182,566 | — | 10,000 | 297,566 | | Karen M. King | 105,000 | 182,566 | — | 15,000 | 302,566 | | Patricia E. Lopez | 105,000 | 182,566 | — | — | 287,566 | | Stephen I. Sadove | 205,000 | 282,575 | — | 12,866 | 500,440 | | Kevin G. Wills | 69,125 | 175,005 | — | — | 244,130 | | Arthur B. Winkleblack | 131,583 | 182,566 | — | 10,000 | 324,149 |

  34. Director Compensation Table for Fiscal 2023

    (1)Includes base director retainers at an annual rate of $105,000, as well as a Chairman retainer at an annual rate of $100,000 for Mr. Sadove. Committee chairperson retainers at an annual rate of $30,000 were provided to each of Messrs. Heinrich and Winkleblack and Ms. Cameron for the portion of the year they chaired the Audit Committee and the Compensation Committee and retainers at an annual rate of $20,000 were provided to each of Messrs. Creed and Winkleblack for the portion of the year they chaired the Finance Committee and the Nominating Committee. Ms. Cameron elected to defer 25% of her cash retainer (inclusive of chair retainer) into DSUs during the first three months of fiscal 2023 and Mr. Creed elected to defer 100% of his cash retainer (inclusive of chair retainer) into DSUs. (2)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the 4,153 DSUs granted to all directors on February 3, 2023 with a grant date fair value of $43.96 per DSU with the exception of Messrs. Sadove and Wills. Mr. Sadove was granted 6,428 DSUs on February 3, 2023 as Chairman. Mr. Wills received a grant of 3,981 DSUs upon his election to the board on February 3, 2023. As of the end of fiscal 2023, directors held the following deferred stock units (including dividend equivalent units), all of which are vested except for those granted on February 3, 2023 and related dividend equivalents. The following numbers do not reflect the adjustment to the DSUs following the separation of the Company's uniform and workplace supplies business (the "Separation") which occurred after fiscal 2023 year-end on September 30, 2023.

  35. Director Compensation Table for Fiscal 2023

    | Name | DSU and Equivalents | Name | DSU and Equivalents | | Susan M. Cameron | 22,325 | Kenneth M. Keverian | 8,915 | | Greg Creed | 28,377 | Karen M. King | 8,700 | | Daniel J. Heinrich | — | Patricia E. Lopez | 8,915 | | Bridgette P. Heller | 13,583 | Stephen I. Sadove | 44,619 | | Paul Hilal | — | Kevin G. Wills | 4,015 | | | | Arthur B. Winkleblack | 4,189 |

  36. Director Compensation Table for Fiscal 2023

    For additional information on the valuation assumptions and more discussion with respect to the deferred stock units, refer to Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. (3)The following are included in this column: a)Charitable contributions of $10,000 made in the name of or on behalf of each of Messrs. Heinrich, Heller, Keverian, Sadove and Winkleblack and $15,000 made in the name of or on behalf of Ms. King in accordance with the Company’s director charitable contribution matching program. b)The dollar value of dividend equivalents accrued on deferred stock units granted prior to February 5, 2014 (the date the Company announced the payment of its first quarterly dividend) where dividends were not factored into the grant date fair value are required to be reported for such awards. The total value of dividend equivalents accrued on deferred stock units for the directors during fiscal 2023, in each case for awards granted prior to February 5, 2014 for Messrs. Heinrich and Sadove is $2,866 each. For awards granted on or after February 5, 2014, the value of dividend equivalents allocated to deferred stock units in the form of additional units with the same vesting terms as the original awards is not included in this column because their value is factored into the grant date fair value of awards. Additional units awarded in connection with dividend adjustments are subject to vesting and delivery conditions as part of the underlying awards. (4)Mr. Heinrich did not stand for re-election at the 2023 Annual Meeting. (5)On August 9, 2023, Mr. Hilal resigned from the Board and Mantle Ridge waived its right to appoint a successor director under the Stewardship Framework Agreement.

  37. Director Compensation Table for Fiscal 2023

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  38. CD&A Contents

    | 1. Executive Summary | 28 | | Executive Compensation Principles | 28 | | 2023 Shareholder Advisory Vote | 29 | | 2023 Performance Results | 30 | | 2023 Executive Compensation Highlights | 31 | | 2. Compensation Program Features | 35 | | Overview of Compensation Components | 35 | | Incentive Plan Payouts | 37 | | Other Compensation Components | 41 | | 3. Compensation Decisions and Rationale | 42 | | Market Benchmarking | 42 | | 2023 Compensation Peer Group | 42 | | Compensation Survey Data | 42 | | 4. Compensation Governance Policies | 43 | | Independent Compensation Consultant | 43 | | Equity Grant Procedures | 44 | | Risk Mitigation Policies | 44 | | Compensation Risk Disclosure | 45 | | Other Compensation Matters | | | 1. Executive Compensation Tables | 47 | | Summary Compensation Table | 47 | | Grants of Plan-Based Awards | 48 | | Outstanding Equity Awards | 49 | | Option Exercises and Stock Vested | 52 | | Nonqualified Deferred Compensation | 52 |

  39. Our 2023 Named Executive Officers

    | Aramark’s executive compensation program is designed to link pay with performance, while aligning senior leadership incentives with long-term shareholder interests. We believe it reflects appropriate governance practices and shareholder feedback, aligns with the needs of our business, and maintains a strong link between executive pay and successful execution of our strategy and long-term value creation. |

  40. CD&A EXECUTIVE SUMMARY

    CD&A EXECUTIVE SUMMARY Aramark is a leading global provider of food and facilities services. We proudly serve the world’s leading educational institutions, Fortune 500 companies, world champion sports teams, prominent healthcare providers, iconic destinations and cultural attractions, and numerous municipalities in 15 countries around the world. We also provide our services on a more limited basis in several additional countries and in offshore locations. Our executive compensation program is designed to retain and motivate executives and reward achievement of the Company’s performance goals aligned with value created for our shareholders. This is important because our Company’s performance is very much dependent on the talents, skills, and engagement of our leadership team. We generally measure the Company’s performance by growth in sales, earnings, and free cash flow, and these metrics are reflected in our incentive plans. By focusing on these performance metrics, we believe our incentive plans will drive broader shareholder value creation. We tie our executives’ long-term interests with those of our shareholders through equity compensation awards. The equity is typically delivered in the form of performance stock units ("PSUs"), stock options, and restricted stock units ("RSUs"). PSUs typically make up 50% of the grant to ensure value is delivered only to the extent long-term performance objectives are achieved. Our executives are also measured by their individual contributions to the Company’s success, and this is a consideration in base salary adjustment decisions.

  41. Executive Compensation Program and Practices Overview

    | What We Do | What We Don’t Do | | ✓ Risk Mitigation – Multiple metrics and measurement periods in incentives mitigate risk that executives will be motivated to solely pursue results related to one metric. ✓ Compensation Recoupment Policy – Robust “clawback” policies for pay in certain circumstances including the adoption of an Incentive Compensation Clawback Policy pursuant to Dodd-Frank. ✓ Stock Ownership Guidelines – All NEOs and directors are subject to ownership guidelines with conditional holding requirements. ✓ Double-Trigger Change-in-Control Provisions – Both a change-in-control and termination are required for equity vesting acceleration and other benefits to apply. ✓ Annual Say-on-Pay Vote – We seek annual shareholder feedback on our executive pay program and directly engage with our shareholders on executive pay matters. ✓ Annual Evaluation – We annually review our executive pay program to ensure it continues to align with market. ✓ Independent Advisor – Independent consultant provides advice directly to the Committee. ✓ Multiple LTI Vehicles – Use of PSUs, stock options, and RSUs provides a balanced approach that focuses executives on key financial achievements (PSUs), direct shareholder alignment and long-term share price growth (stock options), and retention and alignment with shareholders (RSUs). | × No Guaranteed Bonuses – Our annual bonus plans are performance-based and do not include any minimum payment levels or guarantees. × No Executive Pensions or Supplemental Executive Retirement Plans × No Hedging and Restriction on Pledging – We prohibit directors and employees from engaging in hedging and prohibit directors and NEOs from pledging Aramark shares without specific pre-approval. × No Dividends on Unvested Equity Awards – We do not pay dividends or dividend equivalents on equity awards prior to vesting. × No Repricing or Exchange of Underwater Stock Options × No Tax Gross-Ups – We do not provide gross-ups on benefits or perquisites in any employment agreements. × No Recycling of Shares withheld for taxes. |

  42. Target Executive Pay Mix

    Target Executive Pay Mix A significant percentage of executive pay is variable, at risk, and performance-based. A majority is delivered as equity, which promotes alignment with shareholder interests and creates incentives for long-term value creation. The CEO’s target pay is 90% performance-based, while other NEOs, on average, have target pay that is 78% performance-based. PSUs comprised 50% of the fiscal 2023 equity grants. Below we show the fiscal 2023 target NEO pay mix with equity award values based on the grant date fair value. Actual equity amounts realized will differ.

  43. CEO Target Annual Compensation Mix

    | Salary 10% | + | Target Annual Incentive 17% | + | PSUs 36% | + | Options 22% | + | RSUs 15% | | | | | | 73% Linked to Aramark’s Share Price | | | | | | | | 90% Performance-Based | | | | | | |

  44. Average Other NEO Target Annual Compensation

    | Salary 22% | + | Target Annual Incentive 21% | + | PSUs 29% | + | Options 17% | + | RSUs 11% | | | | | | 57% Linked to Aramark’s Share Price | | | | | | | | 78% Performance-Based | | | | | | |

  45. Fiscal 2023 Annual Incentives

    Fiscal 2023 Annual Incentives Following our strong fiscal 2022 performance with high post-pandemic recovery expectations, we set aggressive fiscal 2023 annual incentive targets. Overall, fiscal 2023 performance fell short of such aggressive targets resulting in annual incentive payouts significantly below target for the NEOs. Below we show performance achievement relative to our consolidated metrics that were used to determine payouts. Each NEO’s bonus is determined 100% based on consolidated metric results except for Mr. Bruno’s whose payout is based 26% on consolidated metrics and 74% on U.S. Food & Facilities metric results – see CD&A details for performance achievement relative to Mr. Bruno’s U.S. F&F metrics. Reconciliation of Free Cash Flow to measures calculated in accordance with generally accepted accounting principles (“GAAP”) is provided in Annex A

  46. Performance Stock Units

    Performance Stock Units Immediately following the end of fiscal 2023, Aramark completed the spin-off of the uniform and workplace supplies business into a standalone public company (the "Separation"). In order to ensure ongoing focus and alignment with Aramark's strategic goals, on October 13, 2023 pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan, the Committee approved amendments to the performance goals and performance periods for the PSUs that were then outstanding. The performance measures applicable to each PSU were retained; however, the performance goals were adjusted to reflect pre and post Separation performance, based on the original three-year strategic plans utilized to set the original targets. The PSUs granted in fiscal 2022 were originally subject to performance targets based on Aramark performance for the three-year period ending September 27, 2024. To account for the Separation, 67% of these PSUs became subject to new adjusted performance targets and an adjusted performance period for the two-year period ending September 29, 2023, reflecting pre-Separation Company performance (Performance Period 1). The remaining 33% of these PSUs are subject to new adjusted performance targets for the one-year period ending September 27, 2024, reflecting performance of the Company post-Separation (Performance Period 2). The Relative TSR modifier measurement period was shortened to align with Performance Period 1. In November 2023 following the completion of Performance Period 1, the Committee determined that 117.7% (of target) of the PSUs subject to Performance Period 1 for the NEOs (with the exception of Ms. Charpentier whose PSUs included different performance metrics reflecting her role at the time of grant) were earned based upon the level of achievement attained relative to the amended targets for Performance Period 1. The PSUs granted to Ms. Charpentier in fiscal 2022 were based 50% on Sales Growth and 50% AOI Growth, modified by Relative TSR performance. With respect to Performance Period 1, the Committee determined that 132.1% (of target) PSUs granted to Ms. Charpentier were earned based upon the level of achievement attained relative to the amended targets for

  47. Performance Stock Units

    | | 33 |

  48. Performance Stock Units

    Performance period 1. The PSUs earned with respect to Performance Period 1 for all the NEOs are now subject to time-based vesting and will vest on the original vesting date of September 27, 2024.

  49. Performance Period 1 PSU Attainment

    Performance Period 1 PSU Attainment Apart from the removal of the Relative TSR modifier, the performance measures for Performance Period 2 remain unchanged with the new targets simply adjusted to reflect the Company on a post-Separation basis. The targets for the PSUs granted in fiscal 2023 which were subject to performance targets for the three-year period ending October 3, 2025, were amended to reflect the Company on a post-Separation basis. The Relative TSR performance period was also shortened to be from September 30, 2023 through October 3, 2025 relative to a new Performance Peer Group more reflective of Aramark's post-Separation business.

  50. Equity Award Adjustments

    Equity Award Adjustments Pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan and as a result of the Separation, all outstanding equity awards were adjusted to reflect the separation. Aramark employees with outstanding equity awards at the time of the Separation continued to hold Aramark equity awards. Aramark equity awards held by Vestis employees at the time of the Separation were converted to Vestis equity awards. The outstanding equity awards were adjusted in a manner intended to preserve the intrinsic value as measured immediately before and immediately after the Separation (and with respect to options, based on the aggregate spread value), when using the closing prices on the trading days immediately before and immediately after the Separation.

  51. Equity Award Adjustments

    | END OF CD&A EXECUTIVE SUMMARY |

  52. Equity Award Adjustments

    | 34 | |

  53. Overview of Compensation Components

    | | Element | Vehicle / Description | Link to Strategy | | | Base Salary | •Cash •Base salaries are determined based on scope of responsibility, experience, and performance | •To attract and compensate high-performing and experienced leaders at a competitive level based on market (both internal and external) | | | Annual Incentives | •Cash •100% evaluated on a formulaic basis relative to pre-established performance goals | •To motivate and reward executives for achieving annual corporate, business, and function goals in key areas of financial performance | | | Long-Term Incentives (LTI) | •Performance Stock Units: 50% | •Focuses executives on the achievement of specific long-term performance goals directly aligned with our strategic operating plans •60% of PSUs are equally earned based on the performance of three-year adjusted revenue growth, three-year earnings per share, and three-year return on invested capital •40% of PSUs are earned based on three-year TSR performance relative to the performance peer group | | | | •Stock Options: 30% | •Directly aligns the interests of executives with shareholders. Stock options only have value for executives if performance results in stock price appreciation after the grant date. | | | | •Restricted Stock Units: 20% | •Strengthens key executive retention to promote executive team consistency and successful execution of long-term strategies |

  54. Target Annual Incentives

    Target Annual Incentives The annual cash incentive is designed to drive and reward performance and is based on financial objectives established by the Committee at the beginning of each fiscal year. The incentive targets for each NEO are established based on market competitive data (see Market Benchmarking) related to each executive’s role. Annual incentive targets as a percentage of base salary are provided in the table below. Actual earned payouts can vary from 0% to 200% of target. No changes to incentive targets were provided to prior NEOs in fiscal 2021 through fiscal 2023. In fiscal 2024, the Committee approved an increase to Mr. Bruno's incentive annual incentive target from 100% of base salary to 125% of base salary. Mr. Zillmer’s offer letter provides for a target bonus of at least 175% (of base salary). Ms. Charpentier was promoted in fiscal 2023 and was not a NEO in fiscal 2022.

  55. Target Annual Incentives

    | | | Fiscal 2022 | | Fiscal 2023 | | Fiscal 2024 | | | NEO | Job Title | Target | % Change | Target | % Change | Target | % Change | | John Zillmer | CEO | 175% | 0% | 175% | 0% | 175% | 0% | | Thomas Ondrof(1) | EVP, CFO | 100% | 0% | 100% | 0% | N/A | N/A | | Marc Bruno | COO, US Food & Facilities | 100% | 0% | 100% | 0% | 125% | 25% | | Lauren Harrington | SVP, General Counsel | 85% | 0% | 85% | 0% | 85% | 0% | | Abigail Charpentier | SVP, CHRO | N/A | N/A | 85% | 0% | 85% | 0% |

  56. Target Annual Incentives

    (1) Mr. Ondrof will retire as EVP, CFO effective January 12, 2024. He will not be eligible to receive a fiscal 2024 annual incentive payout upon his separation.

  57. Target Annual Incentives

    | 36 | |

  58. Fiscal 2023 Annual Incentive Performance Metrics

    Fiscal 2023 Annual Incentive Performance Metrics The Annual Incentive Plan included four objectives – Net New Sales, Adjusted Operating Income Margin, Free Cash Flow and an ESG Scorecard. The Company must attain a threshold performance on each measure for the participant to be entitled to receive any payout for such metric. If maximum performance was achieved across all metrics, maximum payout for fiscal 2023 would be 200% of target.

  59. Fiscal 2023 Annual Incentive Performance Metrics

    | | Metric | Description | Rationale | | | Net New Sales | •Annualized new business less annualized lost business | •Incentivizes management to drive sales growth which is critical to the Company’s profitable growth strategy | | | Adjusted Operating Income Margin | •Adjusted operating income divided by adjusted sales | •Focuses management on driving profitable growth while managing expenses •Focuses management on overall profitability of the Company | | | Free Cash Flow | •Cash flows provided from operating activities less net purchases of property and equipment and other | •Focuses management on achievement of positive free cash flow through increased earnings and disciplined management of working capital levels and capital expenditures | | | ESG Metric | •Four distinct Environmental, Social and Governance (ESG) measures | •Incentivizes management to achieve the organization's overarching ESG environmental, compliance and diversity and inclusion goals |

  60. Fiscal 2023 Annual Incentive Performance Metrics

    Net New Sales is an internal statistical measure used by the Company to evaluate Aramark’s new sales and retention performance and is defined in Annex A. The annual incentives of all NEOs except Mr. Bruno are based 100% on consolidated-level performance. Mr. Bruno’s annual incentive payout is determined based 74% on the financial performance of the businesses he oversees and 26% based on consolidated-level performance.

  61. Fiscal 2023 Annual Incentive Outcomes

    Fiscal 2023 Annual Incentive Outcomes Based on the performance metrics established by the Committee and the Company’s 2023 performance, the Committee determined Aramark achieved 39.1% of target payout for executives assessed exclusively on consolidated performance and 25.7% of target for the COO of the U.S. Food & Facilities businesses based on a combination of consolidated and U.S. Food & Facilities performance.

  62. Fiscal 2023 Annual Incentive Outcomes

    | 38 | |

  63. Fiscal 2023 Annual Incentive Outcomes

    1The Net New Sales calculation represents the annualized value of gross new business less the annualized value of lost business excluding the results of the Next Level business due to portfolio optimization. The Net New Sales calculation for purposes of the U.S. Food & Facilities business performance represents annualized value of gross new business less the annualized value of lost business for the businesses Mr. Bruno oversees excluding the results of the Next Level business due to portfolio optimization. Net New Sales is an internal statistical metric used to evaluate Aramark’s net new sales and retention performance. 2The AOI margin calculation represents the revenue and operating income for the businesses adjusted to exclude the revenue and operating income of the Union Supply acquisition. Operating income is also adjusted to exclude the amortization expense of acquisition-related intangible assets, severance and other charges, effect of the Union Supply acquisition and other items impacting comparability. 3Free cash flow for purposes of the annual incentive plan calculations was adjusted to include $34M of payments related to the Separation as if they occurred during fiscal 2023. 4Consolidated ESG metrics include equally weighted goals tied to the reduction in food-related greenhouse gas, business conduct training compliance, employee resource group membership growth and growth in employee diversity. 5The Free Cash Flow calculation for purposes of the U.S. Food & Facilities business performance represents net cash provided by operating activities less net purchases of property and equipment and other for the businesses Mr. Bruno oversees. 6Payout under Mr. Bruno’s annual incentive award is based upon the financial metrics noted; however 32% is based on US Food & Facilities Net New Sales, 32% is based on US Food & Facilities AOI Margin, 10% on US Food & Facilities Free Cash Flow, 8% Consolidated Net New Sales, 8% Consolidated AOI Margin and 10% on Consolidated ESG Metrics.

  64. Fiscal 2023 Annual Incentives Earned by NEO

    Fiscal 2023 Annual Incentives Earned by NEO Based on the results of the performance metrics approved by the Committee, the NEOs earned annual incentive awards for 2023 as set forth in the table below.

  65. Fiscal 2023 Annual Incentives Earned by NEO

    | NEO | Job Title | Base Salaryx | Target Award %x | Actual Earned %(1) | = | Actual Payout $ | | John Zillmer | CEO | 1,300,000 | 175% | 39.1% | | 890,117 | | Thomas Ondrof | EVP, CFO | 835,000 | 100% | 39.1% | | 326,702 | | Marc Bruno(2) | COO, US Food & Facilities | 685,000 | 100% | 25.7% | | 175,983 | | Lauren Harrington | SVP, General Counsel | 630,000 | 85% | 39.1% | | 209,520 | | Abigail Charpentier(3) | SVP, CHRO | 525,000 | 85% | 36.2% | | 140,953 |

  66. Fiscal 2023 Annual Incentives Earned by NEO

    (1) Percentages shown are rounded to the nearest tenth decimal. (2) Payout under Mr. Bruno’s annual incentive award is based on the same financial metrics noted above; however, 74% of Mr. Bruno’s annual incentive payout is determined based on the performance of the businesses he oversees (i.e., U.S. Food & Facilities) and 26% is determined based on corporate-level performance. (3) Ms. Charpentier's target annual incentive award was pro-rated to reflect her partial year as CHRO. Her full year target would have been $446,250. Additionally, her performance metrics and mix prior to her promotion to CHRO was 40% Net New Sales, 40% AOI Margin, 10% Free Cash Flow, and 10% Individual Objectives; therefore, her overall payout as a percentage of target is slightly different than the other NEOs.

  67. Fiscal 2024 Annual Incentive Performance Metrics and Weightings

    Fiscal 2024 Annual Incentive Performance Metrics and Weightings The annual incentive plan design for fiscal 2024 will remain unchanged from fiscal 2023, with the exception of AOI Margin which will be replaced with the measure of AOI dollars that the Company used pre-pandemic.

  68. Fiscal 2024 Annual Incentive Design

    Fiscal 2024 Annual Incentive Design

  69. Long Term Incentives (LTI)

    Long Term Incentives (LTI)

  70. Long Term Incentive Grant Targets

    Long Term Incentive Grant Targets For fiscal 2023, the long-term incentive grant values remained unchanged from the prior year. For fiscal 2024, the Committee approved an 8% increase in Mr. Bruno’s long term incentive equity grant value as compared to fiscal 2023 based on the results of a competitive market assessment for his role as COO of Aramark’s largest businesses. Mr. Bruno's long-term incentive equity grant value was last increased in fiscal 2022. The Committee also approved a 17% increase for Mses. Harrington's and Charpentier's long term incentive equity grant values. Ms. Harrington has not received an increase in her long term incentive equity grant value since fiscal 2020. The approved increases further align the NEO's total earning potential to shareholder value as well as increase the NEOs' at risk pay relative to their total compensation. Mr. Zillmer’s long term incentive target of $9,500,000 annually has not been increased since he was appointed.

  71. Long Term Incentive Grant Targets

    | | 39 |

  72. Long Term Incentive Grant Targets

    | NEO | Job Title | Fiscal 2021 Grant (September 4, 2020) | | Fiscal 2022 Grant (November 18, 2021) | | Fiscal 2023 Grant (November 17, 2022) | | Fiscal 2024 Grant (November 27, 2023) | | | | | LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | | John Zillmer | CEO | $9,500,000 | 0% | $9,500,000 | 0% | $9,500,000 | 0% | $9,500,000 | 0% | | Thomas Ondrof(1) | EVP, CFO | $2,000,000 | 0% | $2,000,000 | 0% | $2,000,000 | 0% | $2,000,000 | 0% | | Marc Bruno | COO, US Food & Facilities | $1,750,000 | 0% | $1,850,000 | 5.7% | $1,850,000 | 0% | $2,000,000 | 8.1% | | Lauren Harrington | SVP, General Counsel | $1,500,000 | 0% | $1,500,000 | 0% | $1,500,000 | 0% | $1,750,000 | 16.7% | | Abigail Charpentier(2) | SVP, CHRO | $— | N/A | $— | N/A | $1,500,000 | N/A | $1,750,000 | 16.7% |

  73. Long Term Incentive Grant Targets

    (1) Mr. Ondrof will retire as EVP, CFO on January 12, 2024. Upon his separation, he will forfeit any unvested long-term incentive awards including his fiscal 2024 grant. (2) Ms. Charpentier's fiscal 2023 grant includes an additional grant awarded during the year to recognize her promotion and new role and responsibilities (awards granted November 17, 2022 and January 6, 2023). These awards are described in more detail in the Grants of Plan Based Awards Table.

  74. Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022)

    Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022) Half of the fiscal 2023 LTI target grant value is comprised of PSUs with 60% tied to financial performance and 40% based upon the Company’s TSR relative to the fiscal 2023 performance peer group.

  75. Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022)

    | Fiscal 2023 LTI Grant |

  76. Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022)

    | 20% | | 3-Year Compound Annual Adjusted Revenue Growth | | Rationale: Reinforces our drive to bring in profitable new business while growing our base business. | | 20% | | 3-Year Compound Adjusted Earnings Per Share | | Rationale: Aligns with our investor community and measures our progress on our strategic initiatives. | | 20% | | 3-Year Return on Invested Capital | | Rationale: Focuses management on generating returns through disciplined capital management. | | 40% | | Relative Total Shareholder Return (TSR) | | Rationale: Encourages performance that increases shareholder value and rewards executives if the Company outperforms companies in the performance peer group. |

  77. Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022)

    | 40 | |

  78. Payout Outcomes for PSUs Related to Fiscal 2023 Performance

    Payout Outcomes for PSUs Related to Fiscal 2023 Performance Given the disruption caused by the Covid pandemic, annual grants were made in the late part of fiscal 2020. As a result, no additional PSU grants were made in fiscal 2021. As previously discussed in the "Compensation Decisions Related to the Separation" section of the CD&A, the PSUs granted in fiscal 2022 were divided into two separate performance periods. The first performance period ending on September 29, 2023 resulted in a 117.7% of target attainment for 67% of the original target grant value for Messrs. Zillmer, Ondrof, and Bruno and Ms. Harrington and 132.1% of target attainment for 67% of the original target grant value for Ms. Charpentier.

  79. Fiscal 2024 Long Term Incentive Grants

    Fiscal 2024 Long Term Incentive Grants The long-term incentive plan design for fiscal 2024 remains unchanged with the same mix of PSUs, Stock Options and RSUs as fiscal 2023. Similar to the fiscal 2023 PSUs, the fiscal 2024 PSU performance targets are based upon three-year Sales Growth, Earnings Per Share, and Return on Invested Capital, each weighted 20% plus a stand-alone relative TSR metric weighted 40% based on the total return to the Company’s shareholders relative to the performance of the fiscal 2023 performance peer group. The performance targets for the fiscal 2024 PSUs align with the Company's long-term strategic goals.

  80. Other Compensation Components

    Other Compensation Components The Compensation Committee provides additional benefits to the NEOs that are customary for executives of similar rank to enable our executives to focus on our business and enhance their commitment to us. Savings Incentive Retirement Plan: We make available a non-qualified savings plan intended as a substitute for those employees ineligible to participate in our 401(k) plan because of certain legal requirements. Severance Arrangements and Payments upon a Change of Control: We have employment agreements with all NEOs for indefinite periods terminable by either party, and in most cases our executives are entitled to certain payments and benefits in connection with certain terminations of employment. These provisions are intended to align executive and shareholder interests by enabling executives to consider corporate transactions that are in the best interests of the shareholders and our other constituents without concern over whether the transactions may jeopardize the executive’s own employment. Equity awards granted since our IPO in 2013 and agreements with our NEOs that provide for other payments in connection with a change of control contain a “double trigger” in order for the executive to receive compensation, meaning that awards will be accelerated only if the executive’s employment is terminated without cause, within a certain period following the change of control. For more information about change of control and severance payments for our NEOs, see the disclosure under “Potential Post-Employment Benefits.” Perquisites: We provide our NEOs with other benefits that the Committee believes are reasonable and encourage retention. The costs of these benefits constitute a small percentage of each NEO’s total compensation. These benefits are reflected in the All Other Compensation column in the Summary Compensation Table and include: •premiums paid on life insurance; •disability insurance; •receipt of a taxable car allowance and no cost parking at a garage near Company offices; •an executive physical; •financial planning services; •personal use of Company tickets or the Company box and related items at sporting or other events; and •matching charitable contributions. The Chair of the Compensation Committee has approved members of the executive leadership team entering into Aircraft Time Sharing Agreements with the Company that permit each of them to reimburse the Company for incremental cost of their personal use of the corporate aircraft. During 2023, Messrs. Zillmer, Ondrof and Bruno used the Company aircraft for personal use for themselves and in some cases family members and reimbursed the Company for a portion of the incremental cost of such use pursuant to the Aircraft Time Sharing Agreements. Messrs. Zillmer, Ondrof and Bruno also had family members accompany them on business trips on the Company aircraft at no incremental cost.

  81. MARKET BENCHMARKING

    MARKET BENCHMARKING Our compensation program is structured to enable us to maintain our competitive position for key executive talent. To establish market competitive compensation practices for all NEOs, our Committee refers, in part, to peer group data.

  82. Fiscal 2023 Compensation Peer Group

    Fiscal 2023 Compensation Peer Group The Committee worked with its independent consultant, Meridian Compensation Partners LLC (“Meridian”), to develop the Compensation Peer Group in early fiscal 2020. The Committee, based on input from Meridian, reviewed the Compensation Peer Group for fiscal 2023 and concluded that it remained appropriate. Peers are size appropriate companies which focus on providing business services, have a logistics-centered business model, have a repeatable business model, and are consumer facing with large workforces. The following table lists relevant comparative information for the 2023 Compensation Peer Group.

  83. Fiscal 2023 Compensation Peer Group

    | Company Name | Sales ($M) | Mkt Cap ($M) | Ent. Value ($M) | Assets ($M) | # of Employees | | Aramark | 18,854 | 9,980 | 17,860 | 16,871 | 262,550 | | Executive Compensation Peer Group (n = 18) | | | | | | | ABM Industries Incorporated | $8,015 | $2,861 | $4,288 | $4,970 | 127,000 | | Carnival Corporation & plc | $20,036 | $17,665 | $48,459 | $49,756 | 87,000 | | C.H. Robinson Worldwide, Inc. | $18,441 | $10,988 | $12,973 | $5,318 | 16,240 | | Cintas Corporation | $8,992 | $49,237 | $51,939 | $8,720 | 44,500 | | Darden Restaurants, Inc. | $10,772 | $19,086 | $24,785 | $11,269 | 187,384 | | Dollar General Corporation | $38,807 | $37,978 | $55,526 | $30,396 | 170,000 | | Dollar Tree, Inc. | $29,310 | $30,991 | $40,445 | $23,428 | 136,287 | | Expeditors Int’l of Washington, Inc. | $10,464 | $17,630 | $16,053 | $4,578 | 19,900 | | Kohl’s Corporation | $17,762 | $2,595 | $10,268 | $14,794 | 97,000 | | Macy’s, Inc. | $24,359 | $4,088 | $9,524 | $16,304 | 94,570 | | ManpowerGroup Inc. | $19,093 | $3,850 | $4,654 | $8,589 | 30,900 | | MGM Resorts International | $15,334 | $15,688 | $44,060 | $42,572 | 66,000 | | Performance Food Group Company | $53,574 | $9,321 | $14,054 | $12,903 | 34,825 | | Republic Services, Inc. | $14,663 | $46,105 | $58,287 | $30,043 | 40,000 | | Royal Caribbean Cruises Ltd. | $13,173 | $22,870 | $43,859 | $32,769 | 102,450 | | US Foods Holding Corp. | $35,176 | $9,870 | $14,926 | $13,272 | 29,000 | | XPO Logistics, Inc. | $7,635 | $6,633 | $9,557 | $6,428 | 38,000 | | Yum! Brands, Inc. | $7,059 | $37,410 | $49,420 | $6,071 | 36,000 | | Source: S&P CapitalIQ (as of September 29, 2023). | | | | | | | All financial data as of September 29, 2023. Revenue represents trailing 12 months; Market Cap and Enterprise Value reflect a 6-month average, and Assets reflect most recent reported quarter. | | | | | | | Aramark’s Revenue and Assets reflect actual results as of year-end September 29, 2023. | | | | | | | Aramark Relative to Peer Group | | | | | | | Aramark Percentile Rank | 63% | 36% | 48% | 65% | Highest |

  84. Fiscal 2023 Compensation Peer Group

    For fiscal 2024, in light of the Separation, the Committee approved removing Cintas, a uniforms company, from the 2024 Compensation Peer Group. The other 17 companies remained part of the 2024 Compensation Peer Group.

  85. Performance Peer Group for Total Shareholder Return

    Performance Peer Group for Total Shareholder Return In consultation with Meridian, the Committee approved amending the 2023 Performance Peer Group for the performance period following the Separation, to more closely reflect Aramark's business profile following the Separation. The same Performance Peer Group applies to the PSUs granted in 2024. The new Performance Peer Group consists of the following companies:

  86. Performance Peer Group for Total Shareholder Return

    | 2023 and 2024 Performance Peer Group (Relative TSR Peer Group for Fiscal 2023—2025 and Fiscal 2024-2026 PSUs) | | | | | 1. ABM Industries Incorporated | 14. Cushman & Wakefield plc | 27. Jones Lang LaSalle Incorporated | 40. Robert Half International Inc. | | 2. AECOM | 15. Darden Restaurants, Inc. | 28. Live Nation Entertainment, Inc. | 41. Royal Caribbean Cruises Ltd. | | 3. APi Group Corporation | 16. Elior Group SA | 29. ManpowerGroup Inc. | 42. Sabre Corporation | | 4. ASGN Incorporated | 17. Elis SA | 30. Marcus & Millichap, Inc. | 43. Sodexo S.A. | | 5. Bloomin' Brands, Inc. | 18. EMCOR Group, Inc. | 31. Marriott International, Inc. | 44. SSP Group plc | | 6. Booking Holdings Inc. | 19. Expedia Group, Inc. | 32. Marriott Vacations Worldwide Corporation | 45. Starbucks Corporation | | 7. Brinker International, Inc. | 20. Forward Air Corporation | 33. Newmark Group, Inc. | 46. Sysco Corporation | | 8. Carnival Corporation & plc | 21. GXO Logistics, Inc. | 34. Norwegian Cruise Line Holdings Ltd. | 47. The Cheesecake Factory Incorporated | | 9. CBRE Group, Inc. | 22. Healthcare Services Group, Inc. | 35. Paychex, Inc. | 48. The Walt Disney Company | | 10. Choice Hotels International, Inc. | 23. Hilton Grand Vacations Inc. | 36. Performance Food Group Company | 49. Travel + Leisure Co. | | 11. Clean Harbors, Inc. | 24. Hilton Worldwide Holdings Inc. | 37. Premier, Inc. | 50. US Foods Holding Corp. | | 12. Compass Group PLC | 25. Hyatt Hotels Corporation | 38. Rentokil Initial plc | 51. Wyndham Hotels & Resorts, Inc. | | 13. Cracker Barrel Old Country Store, Inc. | 26. ISS A/S | 39. Restaurant Brands International Inc. | 52. Yum! Brands, Inc. |

  87. Independence of the Compensation Consultant

    Independence of the Compensation Consultant The Committee’s independent compensation consultant is selected and retained by the Committee to advise on executive and director compensation and it is not intended that the consultant will do any other work for the Company. The independent compensation consultant is Meridian. The Committee considered Meridian’s independence and determined that the engagement of Meridian did not raise any conflict of interest or other issues that would adversely impact their independence, including using the six factors set forth in the SEC and New York Stock Exchange rules regarding compensation advisor conflict of interest and independence. Accordingly, the Committee determined Meridian to be independent and free from conflicts of interest. During fiscal 2023, Meridian did not provide other services to the Company outside of its relationship with the Committee.

  88. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee’s independent compensation consultant provides the Committee with general services related to executive and director compensation, and associated governance each year. These services include market intelligence, compensation trends, suggestions about compensation program design, general views on specific requests to the Committee from management regarding compensation program design or decisions, the review of the peer group, benchmarking executive pay relative to the peer group and the broader market for executive talent, and an analysis of the risk profile of the compensation system. In particular years, the services also have included thorough analyses of various compensation issues. For fiscal 2023, Meridian: •Evaluated competitiveness of executive compensation and benefit programs, including base salary, annual incentives, long-term incentives, perquisites, and severance provisions; •Reviewed and helped to confirm the appropriateness of the Company’s peer group used for compensation benchmarking and the peer group used for assessing relative TSR for the PSUs; •Provided the Committee with updates on executive compensation and benefits trends and information on the latest regulatory, legislative, proxy advisor, and other relevant developments; •Reviewed and supported the Committee in preparing public filings related to compensation decisions; •Supported the Committee in assessing risk in the Company’s incentive plans, including participation in meetings where the Committee evaluated presentations on compensation risk assessment; •Assisted the Committee by providing market and governance advice in connection with its executive compensation decisions related to the Separation; and •Addressed various other matters, as requested by the Committee. A Meridian representative attended all of the Compensation Committee’s meetings during fiscal 2023.

  89. Long Term Incentive Grant Procedures

    Long Term Incentive Grant Procedures Timing of Awards: The Committee generally makes annual awards of equity incentives at its meeting held early in each fiscal year, typically in November. The Committee may make limited grants of long term incentives on other dates in connection with a promotion or to compensate newly hired executives for equity or other benefits forfeited upon termination of previous employment or to otherwise induce them to join our Company. Grant Date and Exercise Price: The grant date of awards of equity incentives to executives may be the date of Committee approval or, if specified in the approval, a later date, including a date of subcommittee approval if designated by the Compensation Committee. The exercise price of option grants may not be lower than the closing market price of our common stock on the date of grant.

  90. Compensation Risk Disclosure

    Compensation Risk Disclosure As part of its responsibility to set appropriate executive compensation, the Committee annually considers balance in the compensation program and its impact on Aramark’s risk management profile. Specifically, in fiscal 2023, the Committee considered whether the mix of performance-based pay, the performance metrics and the degree of difficulty of the performance goals was sufficient to encourage management to strive for strong performance without encouraging risk taking beyond established risk parameters. The Committee also considered the input of its independent compensation consultant, Meridian, regarding the risk profile of the compensation program as well as various factors that would mitigate risks associated with Aramark’s compensation program. These factors include: an effective balance between the cash and equity mix and short and long-term focus; annual awards of long term incentives with overlapping vesting periods, the use of multiple performance metrics; substantial stock ownership guidelines; a clawback policy; an anti-hedging policy; and independent committee oversight of the compensation programs. After discussing all such matters, the Compensation Committee determined that in relation to fiscal 2023, Aramark’s compensation program is appropriately structured and does not motivate individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company.

  91. Impact of Regulatory Requirements on Executive Compensation

    Impact of Regulatory Requirements on Executive Compensation Sections 280G and 4999. Sections 280G and 4999 of the Internal Revenue Code (the “Code”) limit our ability to take a tax deduction for certain “excess parachute payments” (as defined in the Code) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance and other payments from us that are contingent on or in connection with a change of control. The Compensation Committee considered the adverse tax liabilities imposed by Sections 280G and 4999 of the Code, as well as other competitive factors, when it structured certain post-termination compensation payable to our named executive officers. The potential adverse tax consequences to us and/or the executive, however, are not necessarily determinative factors in such decisions. No gross-up payment provisions were included in the employment agreements entered into with Messrs. Zillmer, Ondrof, and Bruno and Mses. Harrington and Charpentier. Section 162(m). Section 162(m) of the Code (“Section 162(m)”) generally disallows a tax deduction to a public corporation for compensation over $1,000,000 paid in any fiscal year to a company’s chief executive officer or other named executive officers (excluding the company’s principal financial officer, in the case of tax years commencing before 2018). However, in the case of tax years commencing before 2018, the statute exempted qualifying performance-based compensation from the deduction limit if certain requirements were met. Section 162(m) was amended in December 2017 by the Tax Cuts and Jobs Act to eliminate the exemption for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017) and to expand the group of current and former executive officers who may be covered by the deduction limit under Section 162(m). While Aramark’s shareholder approved incentive plans were previously structured to provide that certain awards could be made in a manner intended to qualify for the performance-based compensation exemption, that exemption will no longer be available for the current and future tax years (other than with respect to certain “grandfathered” arrangements as noted above).

  92. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following tables, narrative and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer, the three other most highly compensated executive officers serving at the end of fiscal 2023, who are referred to as named executive officers or NEOs.

  93. 2023 Summary Compensation Table

    | Name and Principal position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non- Equity Incentive Plan Compen-sation(4) ($) | Change in Pension value And Non- Qualified Deferred Compensation Earnings(5) ($) | All Other Compen- sation(6) ($) | Total ($) | | John J. Zillmer Chief Executive Officer | 2023 | 1,300,000 | | 7,652,182 | 2,849,251 | 890,117 | | 39,282 | 12,730,832 | | | 2022 | 1,300,000 | — | 6,650,055 | 2,850,008 | 2,486,757 | — | 38,008 | 13,324,828 | | | 2021 | 1,293,750 | — | — | 340,279 | 3,396,484 | — | 21,206 | 5,051,719 | | Thomas Ondrof EVP & Chief Financial Officer | 2023 | 825,579 | — | 1,611,056 | 599,845 | 326,702 | — | 28,563 | 3,391,745 | | | 2022 | 800,010 | — | 1,400,108 | 600,004 | 874,464 | — | 30,044 | 3,704,630 | | | 2021 | 796,163 | — | — | — | 1,194,368 | — | 31,994 | 2,022,525 | | Marc Bruno SVP & Chief Operating Officer | 2023 | 676,921 | — | 1,490,193 | 554,863 | 175,983 | 13,817 | 51,044 | 2,962,821 | | | 2022 | 646,917 | — | 1,295,016 | 555,011 | 599,280 | 9,189 | 81,870 | 3,187,283 | | | 2021 | 621,994 | — | — | — | 914,200 | 8,075 | 40,420 | 1,584,689 | | Lauren Harrington SVP, General Counsel | 2023 | 621,923 | — | 1,208,314 | 449,888 | 209,520 | 4,900 | 28,380 | 2,522,925 | | | 2022 | 573,072 | — | 1,050,081 | 450,006 | 557,470 | 3,090 | 33,531 | 2,667,250 | | | 2021 | 497,587 | — | — | — | 634,508 | 2,588 | 29,231 | 1,163,914 | | Abigail Charpentier SVP, Chief Human Resource Officer | 2023 | 498,079 | — | 1,202,177 | 449,921 | 140,953 | 2,027 | 21,876 | 2,315,033 |

  94. 2023 Summary Compensation Table

    (1)Mr. Bruno and Ms. Harrington deferred portions of their salaries under the 2007 Savings Incentive Retirement Plan in fiscal 2021, 2022, and 2023. Ms. Charpentier deferred portions of her salary under the 2007 Savings Incentive Retirement Plan in 2023. These amounts are reflected in this column, and, for fiscal 2023, are reflected in the Non-Qualified Deferred Compensation Table. (2)No restricted stock units or performance stock units were granted in fiscal 2021 because the Committee expedited the fiscal 2021 equity grants from November 2020 to September 2020, the last month of fiscal 2020. Includes the aggregate grant date fair value of restricted stock units and performance stock units granted in the respective fiscal year computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions, refer to Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 29, 2023. For previously granted PSUs, the grant date fair value reported is based upon the probable outcome of performance at the grant date. The grant date fair value of performance awards with market-based conditions like relative total shareholder return is determined based on a Monte Carlo simulation.

  95. 2023 Summary Compensation Table

    | | Fiscal 2022 Grants | | Fiscal 2023 Grants | | | | Probable Outcome ($) | Highest Level of Performance ($) | Probable Outcome ($) | Highest Level of Performance ($) | | John J. Zillmer | $4,750,035 | $8,170,067 | $5,752,146 | $11,504,292 | | Thomas Ondrof | $1,000,073 | $1,720,133 | $1,211,017 | $2,422,033 | | Marc Bruno | $925,009 | $1,591,019 | $1,120,170 | $2,240,339 | | Lauren Harrington | $750,055 | $1,290,100 | $908,275 | $1,816,549 | | Abigail Charpentier | $— | $— | $822,132 | $1,644,263 |

  96. 2023 Summary Compensation Table

    (3)Includes the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The Committee expedited the fiscal 2021 equity grants from November 2020 to September 2020, the last month of fiscal 2020. Therefore, this column for fiscal 2021 only includes an equity grant to John Zillmer for a premium-priced stock option grant. For additional information on the valuation assumptions, refer to Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 29, 2023. (4)Represents fiscal year 2021, 2022 and 2023 payments made under the Management Incentive Bonus Plan. (5)Includes amounts earned on deferred compensation in excess of 120% of the applicable federal rate, based upon the above-market return at the time the rate basis was set. (6)The following are included in this column for 2023: a)The aggregate incremental cost to us of the following perquisites: car allowance ($13,200 for each NEO), premium payments for disability insurance for all NEOs other than Ms. Charpentier, financial planning for Mr. Bruno and Mses. Harrington and Charpentier. Pursuant to Aircraft Time Sharing Agreements entered into with members of the executive leadership team, executives reimburse the Company for a portion of the aggregate incremental cost to the Company attributable to each of their personal use of the Company aircraft. The calculation of incremental cost for personal use of Company aircraft includes the variable costs incurred as a result of their personal flight activity, including charges for aircraft fuel, landing fees, and any travel expenses for the flight crew. The variable costs for the Company’s fractional ownership share include the regular hourly charge, the fuel variable charge, international flat fees and other fees. The members of the executive leadership team are not reimbursed by the Company for any personal income taxes associated with their personal use of the Company aircraft or the Company fractional ownership share. Personal guests of Messrs. Zillmer, Ondrof and Bruno accompanied them on certain business flights which resulted in zero incremental cost to the Company. b)Premium payments for term life insurance of $1,176 for each NEO c)Amounts that constitute the Company match to the Savings Incentive Retirement Plan for fiscal 2023 of $10,250 for each of Mr. Bruno and Ms. Harrington. d)Matching contributions to a college or other non-profit for fiscal 2023 of $15,000 for Mr. Bruno and $5,000 for Mr. Ondrof.

  97. 2023 Summary Compensation Table

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  98. 2023 Summary Compensation Table

    e)Cost of the personal use of Company-owned tickets or the Company-owned suite at sports stadiums and arenas for fiscal 2023 of $19,452 for Mr. Zillmer and $3,895 for Mr. Ondrof.

  99. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table provides information about equity and non-equity awards granted to our named executive officers in fiscal 2023. The following numbers do not reflect the adjustment to the awards following the Separation.

  100. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Type(1) | Grant Date | Committee Meeting Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(3) | | | | | | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum | | | | | | Zillmer | ACI | | | 568,750 | 2,275,000 | 4,550,000 | | | | | | | | | | NQSOs (4) | 11/17/2022 | 11/7/2022 | | | | | | | | 167,603 | $40.29 | $2,849,251 | | | PSUs (5) | 11/17/2022 | 11/7/2022 | | | | 58,948 | 117,896 | 235,792 | | | | $5,752,146 | | | RSUs (6) | 11/17/2022 | 11/7/2022 | | | | | | | 47,159 | | | $1,900,036 | | Ondrof | ACI | | | 208,750 | 835,000 | 1,670,000 | | | | | | | | | | NQSOs (4) | 11/17/2022 | 11/7/2022 | | | | | | | | 35,285 | $40.29 | $599,845 | | | PSUs (5) | 11/17/2022 | 11/7/2022 | | | | 12,411 | 24,821 | 49,642 | | | | $1,211,017 | | | RSUs (6) | 11/17/2022 | 11/7/2022 | | | | | | | 9,929 | | | $400,039 | | Bruno | ACI | | | 171,250 | 685,000 | 1,370,000 | | | | | | | | | | NQSOs (4) | 11/17/2022 | 11/7/2022 | | | | | | | | 32,639 | $40.29 | $554,863 | | | PSUs (5) | 11/17/2022 | 11/7/2022 | | | | 11,480 | 22,959 | 45,918 | | | | $1,120,170 | | | RSUs (6) | 11/17/2022 | 11/7/2022 | | | | | | | 9,184 | | | $370,023 | | Harrington | ACI | | | 133,875 | 535,500 | 1,071,000 | | | | | | | | | | NQSOs (4) | 11/17/2022 | 11/7/2022 | | | | | | | | 26,464 | $40.29 | $449,888 | | | PSUs (5) | 11/17/2022 | 11/7/2022 | | | | 9,308 | 18,616 | 37,232 | | | | $908,275 | | | RSUs (6) | 11/17/2022 | 11/7/2022 | | | | | | | 7,447 | | | $300,040 | | Charpentier | ACI | | | 97,299 | 389,197 | 778,394 | | | | | | | | | | NQSOs (4) | 11/17/2022 | 11/7/2022 | | | | | | | | 7,057 | $40.29 | $119,969 | | | NQSOs (4) | 1/6/2023 | 12/2/2022 | | | | | | | | 17,768 | $43.95 | $329,952 | | | PSUs (5) | 11/17/2022 | 11/7/2022 | | | | 1,490 | 2,979 | 5,958 | | | | $145,345 | | | PSUs (5) | 1/6/2023 | 12/2/2022 | | | | 6,258 | 12,515 | 25,030 | | | | $676,786 | | | RSUs (6) | 11/17/2022 | 11/7/2022 | | | | | | | 3,972 | | | $160,032 | | | RSUs (6) | 1/6/2023 | 12/2/2022 | | | | | | | 5,006 | | | $220,014 |

  101. Grants of Plan-Based Awards for Fiscal Year 2023

    (1)ACI = Annual Cash Incentive; NQSO = Non-Qualified Stock Option, PSU = Performance Stock Unit, RSU = Restricted Stock Unit (2)The amounts represent the threshold, target, and maximum payouts under the Management Incentive Bonus Plan for the 2023 performance period. (3)This column shows the full grant date fair value of non-qualified stock options, performance stock units and restricted stock units granted to our named executive officers in fiscal 2023 under FASB ASC Topic 718. The grant date fair value for performance stock units granted in fiscal 2023 assumes achievement of the target amount. For additional information on the valuation assumptions, refer to Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023. These amounts do not correspond to the actual value that will be received by the named executive officers. (4)These stock options were granted under the 2013 Stock Plan, vest 25% annually over four years and have a ten-year term, subject to grantee’s continued employment. (5)These performance stock units were granted under the 2013 Stock Plan and vest at the end of fiscal 2026, provided that the performance targets, based on Adjusted Revenue Growth, Cumulative Earnings per Share, Return on Invested Capital,and Relative TSR, are met for the three-year period ending October 3, 2025. (6)These restricted stock units were granted under the 2013 Stock Plan and vest annually 25% per year over four years, subject to the grantee’s continued employment.

  102. Grants of Plan-Based Awards for Fiscal Year 2023

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  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information with respect to outstanding equity awards held by our NEOs at 2023 fiscal year-end. The following numbers do not reflect the adjustment to the awards following the Separation.

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Type | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Unites of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($) | | Zillmer | NQSOs | 225,237 | 75,080 | | $42.43 | 11/21/2029 | | | | | | | NQSOs | 531,320 | — | | $28.30 | 9/4/2030 | | | | | | | NQSOs | 44,150 | 88,301 | | $35.00 | 9/4/2030 | | | | | | | NQSOs | 57,372 | 114,746 | | $45.00 | 9/4/2030 | | | | | | | NQSOs | 90,580 | 181,160 | | $65.00 | 9/4/2030 | | | | | | | NQSOs | 72,780 | 145,561 | | $55.00 | 9/4/2030 | | | | | | | NQSOs | 113,934 | 227,870 | | $85.00 | 9/4/2030 | | | | | | | NQSOs | 110,742 | 221,484 | | $75.00 | 9/4/2030 | | | | | | | NQSOs | 19,934 | 39,869(5) | | $85.00 | 1/7/2031 | | | | | | | NQSOs | 71,536 | 143,073 | | $36.89 | 11/18/2031 | | | | | | | NQSOs | — | 167,603 | | $40.29 | 11/17/2032 | | | | | | | PSUs(3) | | | | | | | | 128,613 | $4,462,862 | | | RSUs(4) | | | | | | 94,615 | $3,283,146 | | | | Ondrof | NQSOs | 45,891 | 15,297 | | $43.57 | 1/7/2030 | | | | | | | NQSOs | 111,857 | — | | $28.30 | 9/4/2030 | | | | | | | NQSOs | 14,717 | 29,434 | | $35.00 | 9/4/2030 | | | | | | | NQSOs | 19,124 | 38,249 | | $45.00 | 9/4/2030 | | | | | | | NQSOs | 24,260 | 48,521 | | $55.00 | 9/4/2030 | | | | | | | NQSOs | 30,193 | 60,387 | | $65.00 | 9/4/2030 | | | | | | | NQSOs | 44,623 | 89,246 | | $85.00 | 9/4/2030 | | | | | | | NQSOs | 36,914 | 73,828 | | $75.00 | 9/4/2030 | | | | | | | NQSOs | 15,060 | 30,121 | | $36.89 | 11/18/2031 | | | | | | | NQSOs | — | 35,285 | | $40.29 | 11/17/2032 | | | | | | | PSUs(3) | | | | | | | | 27,078 | $939,599 | | | RSUs(4) | | | | | | 19,851 | $688,846 | | | | Bruno | NQSOs | 12,327 | — | | $23.92 | 12/20/2023 | | | | | | | NQSOs | 13,176 | — | | $27.05 | 5/12/2024 | | | | | | | NQSOs | 48,251 | — | | $28.66 | 11/19/2024 | | | | | | | NQSOs | 35,903 | — | | $32.65 | 11/20/2025 | | | | | | | NQSOs | 56,738 | — | | $34.08 | 11/18/2026 | | | | | | | NQSOs | 41,143 | — | | $40.74 | 11/16/2027 | | | | | | | NQSOs | 53,828 | — | | $36.74 | 11/15/2028 | | | | | | | NQSOs | 35,564 | 11,855 | | $42.43 | 11/21/2029 | | | | | | | NQSOs | 5,946 | 1,983 | | $42.24 | 12/4/2029 | | | | | | | NQSOs | 97,875 | — | | $28.30 | 9/4/2030 | | | | | | | NQSOs | 14,717 | 29,434 | | $35.00 | 9/4/2030 | | | | | | | NQSOs | 19,124 | 38,249 | | $45.00 | 9/4/2030 | | | | | | | NQSOs | 24,260 | 48,521 | | $55.00 | 9/4/2030 | | | | | | | NQSOs | 30,193 | 60,387 | | $65.00 | 9/4/2030 | | | | | | | NQSOs | 44,623 | 89,246 | | $85.00 | 9/4/2030 | | | | | | | NQSOs | 36,914 | 73,828 | | $75.00 | 9/4/2030 | | | | | | | NQSOs | 13,931 | 27,862 | | $36.89 | 11/18/2031 | | | | | | | NQSOs | — | 32,639 | | $40.29 | 11/17/2032 | | | | | | | PSUs(3) | | | | | | | | 25,046 | $869,091 | | | RSUs(4) | | | | | | 18,307 | $635,237 | | |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

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  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Type | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Unites of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($) | | Harrington | NQSOs | 3,082 | — | | $23.92 | 12/20/2023 | | | | | | | NQSOs | 9,651 | — | | $28.66 | 11/19/2024 | | | | | | | NQSOs | 5,703 | — | | $32.65 | 11/20/2025 | | | | | | | NQSOs | 6,383 | — | | $34.08 | 11/18/2026 | | | | | | | NQSOs | 6,858 | — | | $40.74 | 11/16/2027 | | | | | | | NQSOs | 4,845 | — | | $36.74 | 11/15/2028 | | | | | | | NQSOs | 23,511 | — | | $30.59 | 3/4/2029 | | | | | | | NQSOs | 20,520 | — | | $37.66 | 8/8/2029 | | | | | | | NQSOs | 35,564 | 11,855 | | $42.43 | 11/21/2029 | | | | | | | NQSOs | 83,893 | — | | $28.30 | 9/4/2030 | | | | | | | NQSOs | 11,037 | 22,076 | | $35.00 | 9/4/2030 | | | | | | | NQSOs | 18,195 | 36,391 | | $55.00 | 9/4/2030 | | | | | | | NQSOs | 22,645 | 45,290 | | $65.00 | 9/4/2030 | | | | | | | NQSOs | 14,343 | 28,687 | | $45.00 | 9/4/2030 | | | | | | | NQSOs | 33,467 | 66,935 | | $85.00 | 9/4/2030 | | | | | | | NQSOs | 27,685 | 55,372 | | $75.00 | 9/4/2030 | | | | | | | NQSOs | 11,295 | 22,591 | | $36.89 | 11/18/2031 | | | | | | | NQSOs | — | 26,464 | | $40.29 | 11/17/2032 | | | | | | | PSUs(3) | | | | | | | | 20,308 | $704,703 | | | RSUs(4) | | | | | | 14,943 | $518,526 | | | | Charpentier | NQSOs | 10,779 | 5,390 | | $35.24 | 9/1/2031 | | | | | | | NQSOs | 3,012 | 6,025 | | $36.89 | 11/18/2031 | | | | | | | NQSOs | — | 7,057 | | $40.29 | 11/17/2032 | | | | | | | NQSOs | — | 17,768 | | $43.95 | 1/6/2033 | | | | | | | PSUs(3) | | | | | | | | 8,947 | $310,462 | | | RSUs(4) | | | | | | 13,965 | $484,596 | | |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)The amounts in this column are time vesting options that have vested, generally based on the vesting schedules described below in footnote 2. (2)These are options subject to time vesting and vest 25% at the end of each of the first four years from the date of grant, other than fiscal 2021 annual equity grant, with an exercise price of $28.30 (made in September 2020), which vests 33% at the end of each of the first three years; and premium priced option grants, with exercise prices ranging from $35—$85, which vest 33% after three years, 33% after four years, and 33% after five years) and the fiscal 2022 annual equity grant, with an exercise price of $36.89 (made in November 2021) which vests 33% at the end of each of the first three years from the date of grant, provided that the NEO is still employed, with certain exceptions (disability, retirement or death). See “Potential Post-Employment Benefits”. All options were granted on the date that is ten years prior to the listed expiration date. (3)For Messrs. Zillmer, Ondrof, and Bruno and Ms. Harrington, the PSUs granted in fiscal 2022 are subject to three-year cumulative Adjusted Revenue Growth (ARG) weighted 30% and Adjusted Operating Income Growth (AOIG) weighted 30%, both modified by Relative TSR. The awards vest between 37.5% and 250% of target amount based on actual performance during the performance periods, assuming the threshold performance requirement is met. The remaining 40% of the performance stock units are subject to three-year Average Return on Invested Capital (ROIC) which vests between 80% and 120% of target amount based on actual performance during the performance period, assuming threshold performance is met. The Performance Stock Units granted to Ms. Charpentier in fiscal 2022 are subject to three-year cumulative Adjusted Revenue Growth (ARG) weighted 50% and Adjusted Operating Income Growth (AOIG) weighted 50%, both modified by Relative TSR. The awards vest between 37.5% and 250% of target amount based on actual performance during the performance periods, assuming the threshold performance requirement is met. As previously discussed in the "Compensation Decisions Related to the Separation" section of the CD&A, the PSUs granted in fiscal 2022 were divided into two separate performance periods. The first performance period ending on September 29, 2023 resulted in a 117.7% (of target) attainment for 67% of the original target grant value for Messrs. Zillmer, Ondrof, and Bruno and Ms. Harrington and 132.1% (of target) attainment for 67% of the original target grant value for Ms. Charpentier. All PSUs granted in fiscal 2022 will vest at the end of fiscal 2024, provided that the named executive officer is still employed on such date with certain exceptions (disability, retirement or death). See “Potential Post-Employment Benefits". Performance Stock Units granted in fiscal 2023 to all NEOs are subject to three-year cumulative Adjusted Revenue Growth (ARG), Earnings Per Share (EPS) and Return on Invested Capital (ROIC) each weighted 20%, and 3-year Relative TSR weighted 40%. The awards vest between 50% and 200% of target amount based on actual performance during the performance periods, assuming the threshold performance requirement is met. All PSUs granted in fiscal 2023 will vest at the end of fiscal 2026, provided that the named executive officer is still employed on such dates with certain exceptions (disability, retirement or death). See “Potential Post-Employment Benefits”. Performance stock units accrue dividend equivalent units that are delivered only upon vesting of the underlying shares and such dividend equivalent units are included in the table. In all cases, outstanding awards are reflected at threshold payout levels. Additional details are set forth below:

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 50 | |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Award Date | Number of Unearned Shares or Units at Target (#) | Number of Unearned Shares or Units at Maximum (#) | Performance Condition | Performance Period End Date | Vest Date | | Zillmer | 11/18/2021 | 124,217 | 241,980 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | | | 11/17/2022 | 119,233 | 238,467 | ARG, EPS, ROIC, TSR | 10/3/2025 | 10/2/2026 | | Ondrof | 11/18/2021 | 26,153 | 50,946 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | | | 11/17/2022 | 25,103 | 50,205 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | Bruno | 11/18/2021 | 24,190 | 47,122 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | | | 11/17/2022 | 23,219 | 46,439 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | Harrington | 11/18/2021 | 19,614 | 38,210 | ROIC, ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | | | 11/17/2022 | 18,827 | 37,654 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | Charpentier | 11/18/2021 | 3,011 | 7,526 | ARG, AOIG, rTSR | 9/27/2024 | 9/27/2024 | | | 11/17/2022 | 3,013 | 6,026 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 1/6/2023 | 12,623 | 25,247 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    (4)These Restricted Stock Units are subject to time vesting and vest 25% at the end of each of the first four years from the date of grant, other than the November 18, 2021 annual equity grant, which vests 33% at the end of each of the first three years, in each case, provided that the NEO is still employed by us on such dates, with certain exceptions (disability, retirement, retirement with notice or death). See “Potential Post-Employment Benefits”. The number of restricted stock units listed includes dividend equivalents accrued with respect to such award:

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Zillmer | 11/21/2019 | 11,760 | Harrington | 11/21/2019 | 1,859 | | | 11/18/2021 | 35,161 | | 11/18/2021 | 5,553 | | | 11/17/2022 | 47,694 | | 11/17/2022 | 7,531 | | Ondrof | 1/7/2020 | 2,406 | Charpentier | 9/1/2021 | 1,937 | | | 11/18/2021 | 7,404 | | 11/18/2021 | 2,961 | | | 11/17/2022 | 10,042 | | 11/17/2022 | 4,017 | | Bruno | 11/21/2019 | 1,859 | | 1/6/2023 | 5,049 | | | 12/4/2019 | 311 | | | | | | 11/18/2021 | 6,848 | | | | | | 11/17/2022 | 9,288 | | | |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    (5)Subsequent to the 2020 fiscal year end, Mr. Zillmer agreed to forfeit 59,803 options because the total number of options granted to him on September 4, 2020 (fiscal 2020) inadvertently exceeded the annual limit of 2,000,000 options granted to an individual under the 2013 Stock Plan. These stock options are premium priced options, granted at an exercise price that exceeded the market value of the common stock on the date of grant, intended to motivate superior performance over the long term. The amount Mr. Zillmer agreed to forfeit was granted in calendar year and fiscal 2021.

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

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  114. Option Exercises and Stock Vested Table for Fiscal Year 2023

    Option Exercises and Stock Vested Table for Fiscal Year 2023 The following table sets forth information with respect to the named executive officers concerning the exercise of options and the vesting of restricted stock units, and performance stock units in fiscal 2023.

  115. Option Exercises and Stock Vested Table for Fiscal Year 2023

    | Name | Option Awards | | Stock Awards | | | | Number Of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(1) | Number Of Shares Acquired On Vesting(2)(3) (#) | Value Realized On Vesting(1) ($) | | Zillmer | — | $— | 87,009 | $3,387,978 | | Ondrof | — | $— | 18,247 | $718,263 | | Bruno | — | $— | 18,361 | $715,477 | | Harrington | 9,452 | $248,262 | 15,491 | $601,284 | | Charpentier | — | $— | 3,402 | $131,039 |

  116. Option Exercises and Stock Vested Table for Fiscal Year 2023

    (1)Value realized on exercise and vesting is calculated based upon the closing price of our common stock on the NYSE at the date of exercise or vesting, as applicable. (2)This column includes restricted stock units that have vested during the fiscal year. For restricted stock units the number of shares acquired on vesting includes dividend equivalents. (3)For each named executive officer, shares actually delivered upon vesting of restricted stock units were net of amounts withheld related to taxes.

  117. Pension Benefits for Fiscal 2023

    Pension Benefits for Fiscal 2023 No named executive officer participated in a pension benefit plan during fiscal 2023.

  118. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023 Our named executive officers are eligible to participate in a deferred compensation plan; the Second Amended and Restated Aramark Savings Incentive Retirement Plan, which is discussed in further detail below.

  119. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance At Last FYE(3)(5) ($) | | Zillmer | | | | | | | 2007 SIRP | — | — | — | — | — | | Ondrof | | | | | | | 2007 SIRP | — | — | — | — | — | | Bruno | | | | | | | 2007 SIRP | 48,896 | 10,250 | 84,088 | — | 1,607,314 | | Harrington | | | | | | | 2007 SIRP | 37,315 | 10,250 | 29,819 | — | 586,826 | | Charpentier | | | | | | | 2007 SIRP | 100,000 | — | 12,333 | (496,180) | 368,132 |

  120. Non-Qualified Deferred Compensation for Fiscal Year 2023

    (1)All amounts in this column were deferred under the 2007 Savings Incentive Retirement Plan during fiscal 2023; such amounts are included in the named executive officer’s salary amount in the Summary Compensation Table. (2)These amounts constitute the Company matching contributions to the 2007 Savings Incentive Retirement Plan for fiscal 2023, which were made in November 2023. These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table. (3)To the extent that participants’ earnings on their account balances for the 2007 Savings Incentive Retirement Plan exceeded 120% of the applicable federal rate, those excess earnings were reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table as follows: for Mr. Bruno, $13,817, for Ms. Harrington, $4,900 and for Ms. Charpentier, $2,027. (4)The amount listed for Ms. Charpentier represents payments related to Ms. Charpentier's aggregate contributions and earnings under the Company's Savings Incentive and Retirement Plan for her prior service with the Company from 1995 until 2018. At the time of her separation in 2018, she had elected to receive her 2007 Savings Incentive Retirement Plan balance in installments. (5)The Aggregate Balance at Fiscal Year End includes amounts that were reported in the Summary Compensation Table for the last three fiscal years for Mr. Bruno, $211,240, for Ms. Harrington, $141,822, and for the last fiscal year for Ms. Charpentier, $102,027.

  121. Non-Qualified Deferred Compensation for Fiscal Year 2023

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  122. Non-Qualified Deferred Compensation for Fiscal Year 2023

    The Second Amended and Restated Aramark Savings Incentive Retirement Plan enables our named executive officers to defer up to 25% of their base salaries, which become our unfunded deferral obligations. We credit the deferral amounts with interest at the Moody’s Long Term Corporate Baa Bond Index rate for October of the previous year, which was 6.26% beginning January 1, 2023. From October 1, 2022 until December 31, 2022, we credited amounts deferred with an interest rate equal to 3.35%. Employees who participate in the Savings Incentive Retirement Plan are eligible to receive a Company matching contribution equal to 25-75% of the first 6% of their salary deferred up to the Internal Revenue Code maximum deferral limit ($22,500 for fiscal 2023). This match is intended to replicate what the employee would have received if he or she had been able to participate in our 401(k) plans. For fiscal 2023, the Company matching contribution was 50%. Participants in the Savings Incentive Retirement Plan may only make account withdrawals if there occurs an unforeseeable emergency as defined in the plan and the withdrawal is approved by the plan administrative committee. Company match amounts are not available for a hardship withdrawal. The Savings Incentive Retirement Plan is settled in cash following termination of employment and in compliance with certain requirements of Section 409A of the Internal Revenue Code. The interest rate for both the Savings Incentive Retirement Plan and the Deferred Compensation Plan will be adjusted on January 1, 2024, based on the Moody’s Long Term Corporate Baa Bond Index rate for October 2023 which is 6.63%.

  123. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we have calculated the ratio of the annual total compensation of our CEO to that of our median employee for fiscal 2023 (the “CEO pay ratio”). As described in this proxy statement, Mr. Zillmer served as our CEO for the entirety of fiscal 2023. The Company believes this ratio is a reasonable estimate, calculated as described below. Measurement Date We initially identified our median employee for purposes of our pay ratio disclosure for fiscal 2021 by annualizing (where applicable) fiscal 2021 base cash compensation for our full-time and part-time employees (other than the CEO) globally who were employed on July 3, 2021, the first day of our 4th fiscal quarter. The regulations allow organizations to retain the same median employee for up to three years as long as their underlying workforce demographics did not significantly change. As of September 29, 2023, we employed approximately 262,550 employees globally. Since the employee initially identified as the median employee in 2021 was no longer an employee of the Company at the end of fiscal 2023, for the fiscal 2023 CEO pay ratio analysis, we are using a similarly situated employee to the employee initially identified as the median employee, whose compensation is substantially similar to that of the original median employee identified. Consistently Applied Compensation Measure We chose base cash compensation as our consistently applied compensation measure, which we believe encompasses the principal method of cash compensation we use for our employees and provides a reasonable estimate of annual compensation for our employees. We included all full-time, part-time, seasonal and temporary workers employed on such date in the calculation other than approximately 3,466 employees in Mexico who were excluded using the de minimis exemption allowed by applicable SEC rules. The excluded

  124. CEO Pay Ratio

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  125. CEO Pay Ratio

    employees represent less than 5% of our total global population of 230,924 as of July 3, 2021 consisting of 121,306 U.S. employees and 106,152 non-U.S. employees. Findings Using this methodology, in fiscal 2021 we identified our median employee as a full-time custodial services worker working in the U.S. At that time, a sample of similarly situated employees within proximity of the median employee was identified. As of September 29, 2023, the median employee from fiscal 2021 is no longer employed with the Company. For fiscal 2023, the similarly situated median employee was selected from the sample identified in fiscal 2021. This employee has been employed as a food service employee working in the U.S. since 2015. We then calculated the fiscal 2023 total annual compensation of our similarly situated median employee to be $22,694 using the same methodology we used for our named executive officers as set forth in the Summary Compensation Table. The total compensation of the CEO for fiscal 2023 in the Summary Compensation Table is $12,730,832. Based on these calculations, the CEO pay ratio for fiscal 2023 was 561 to 1. This CEO pay ratio represents a reasonable good faith estimate, calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.

  126. CEO Pay Ratio

    | | 59 |

  127. PAY VERSUS PERFORMANCE ("PvP")

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

  128. PAY VERSUS PERFORMANCE ("PvP")

    | Year | Summary Compensation Table Total for Mr. John Zillmer ($)(1) | Compensation Actually Paid to Mr. John Zillmer ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($)(4) | Adjusted Operating Income ($)(5) | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,730,832 | $17,561,749 | $2,798,131 | $3,801,667 | $126 | $99 | $673,530,000 | $1,034,803,000 | | 2022 | $13,324,828 | $11,476,028 | $3,159,511 | $2,767,923 | $113 | $85 | $194,177,000 | $780,304,000 | | 2021 | $5,051,719 | $17,205,619 | $1,657,932 | $4,986,026 | $130 | $121 | $(92,219,000) | $292,221,000 |

  129. PAY VERSUS PERFORMANCE ("PvP")

    (1)Mr. Zillmer served as CEO in 2021, 2022, and 2023. (2)Non-CEO NEOs were as follows for each fiscal year 1.2021 and 2022: Messrs. Ondrof and Bruno and Mses. Harrington and McKee 2.2023: Messrs. Ondrof and Bruno and Mses. Harrington and Charpentier (3)Total Shareholder Return (TSR) assumes $100 is invested as of October 2, 2020. TSR represents cumulative return over the applicable period. The Peer Group used for this calculation was the Dow Jones Consumer Non-Cyclical Index which is also reported on Form 10-K in the Stock Price Performance graph. (4)Net Income (Loss) reflected represents GAAP Net Income (Loss) as reported on Form 10-K within the Results of Operations. (5)Adjusted Operating Income is the company-selected performance measures per the requirements of item 402(v) of Regulation S-K. Adjusted Operating Income represents operating income adjusted to eliminate the change in amortization of acquisition-related intangible assets; the impact of the change in fair value related to certain gasoline and diesel agreements; severance and other charges; the effect of certain material acquisitions; spin-off related charges and other items impacting comparability. Reconciliation of Adjusted Operating Income to measures calculated in accordance with GAAP is provided in Annex A.

  130. Relationship of Compensation Actually Paid and Performance Measures

    Relationship of Compensation Actually Paid and Performance Measures The following charts describe the relationship of Compensation Actually Paid to the performance measures listed in the PvP Table above. Compensation Actually Paid (CAP) vs. ARMK 3-year Cumulative TSR vs. Peer 3-year Cumulative TSR Compensation Actually Paid (CAP) vs. Net Income (Loss)

  131. Relationship of Compensation Actually Paid and Performance Measures

    | | 63 |

  132. Relationship of Compensation Actually Paid and Performance Measures

    Compensation Actually Paid (CAP) vs. Adjusted Operating Income

  133. Relationship of Compensation Actually Paid and Performance Measures

    | 64 | |

  134. Net New Business

    Net New Business Net New Business is an internal statistical metric used to evaluate our new sales and retention performance. The calculation is defined as the annualized value of gross new business less the annualized value of lost business, excluding portfolio optimization in the Next Level business. We use Adjusted Revenue (Organic), Adjusted Operating Income, Adjusted Net Income (including on a constant currency basis), Adjusted EPS (including on a constant currency basis), Covenant Adjusted EBITDA and Free Cash Flow as supplemental measures of our operating profitability and to control our cash operating costs. We believe these financial measures are useful to investors because they enable better comparisons of our historical results and allow our investors to evaluate our performance based on the same metrics that we use to evaluate our performance and trends in our results. These financial metrics are not measurements of financial performance under generally accepted accounting principles, or GAAP. Our presentation of these metrics has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. You should not consider these measures as alternatives to revenue, operating income, net income, earnings per share or net cash provided by operating activities determined in accordance with GAAP. Adjusted Revenue (Organic), Adjusted Operating Income, Adjusted Net

  135. Net New Business

    | | Annex-1 |

  136. Net New Business

    Income, Adjusted EPS, Covenant Adjusted EBITDA and Free Cash Flow as presented by us may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.

  137. Net New Business

    | Annex-2 | |