DEF 14A of Aramark, Dec 12, 2024

DEF 14A of Aramark

Filed Dec 12, 2024 · FY20240001584509-24-000261

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 11 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 11 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 11 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 2026 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 11 nominees has extensive leadership experience and relevant expertise and 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.

  5. OVERVIEW OF OUR DIRECTOR NOMINEES

    | Director | Age | Background | Current Committee Memberships | | Susan M. Cameron | 66 | Former Chairman and Chief Executive Officer, Reynolds American Inc. | •Compensation and Human Resources •Nominating, Governance and Corporate Responsibility | | Greg Creed | 67 | Former Chief Executive Officer, Yum! Brands, Inc. | •Finance and Technology •Compensation and Human Resources | | Brian M. DelGhiaccio | 51 | Executive Vice President, Chief Financial Officer, Republic Services, Inc. | •Audit •Nominating, Governance and Corporate Responsibility | | Richard W. Dreiling | 71 | Former Chairman and Chief Executive Officer, Dollar Tree Corporation | •Compensation and Human Resources •Nominating, Governance and Corporate Responsibility | | Bridgette P. Heller | 63 | Founder and Chief Executive Officer, The Shirley Procter Puller Foundation | •Finance and Technology •Nominating, Governance and Corporate Responsibility | | Kenneth M. Keverian | 67 | Former Chief Strategy Officer, IBM Corporation | •Audit •Finance and Technology | | Karen M. King | 68 | Former Executive Vice President, Chief Field Officer, McDonald’s Corp. | •Audit •Finance and Technology | | Patricia E. Lopez | 63 | Former Chief Executive Officer, High Ridge Brands Co. | •Audit •Compensation and Human Resources | | Stephen I. Sadove | 73 | Former Chairman and Chief Executive Officer, Saks Incorporated | •Compensation and Human Resources •Nominating, Governance and Corporate Responsibility | | Kevin G. Wills | 59 | Chief Financial Officer, Authentic Brands Group | •Audit •Finance and Technology | | John J. Zillmer | 69 | 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 12, 2024.

  8. Director Nominee Composition

    Director Nominee Composition

  9. Director Nominee Composition

    | Board Diversity Matrix | | | | | Part I: Gender Identity | Female | Male | Total | | Directors | 4 | 7 | 11 | | Part II: Demographic Background | | | | | African American or Black | 1 | 0 | 1 | | Hispanic or Latinx | 1 | 0 | 1 | | White | 2 | 7 | 9 | | Part III: Tenure (avg. 4 years) | | | | | 0-3 Years | 5 | | | | 4-6 Years | 5 | | | | 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 summary of some of the skills, experience, and background that our director nominees bring to the Board:

  11. Director Nominee Skills, Experience, and Background

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  12. Director Nominee Skills, Experience, and Background

    | | | | | | | Susan M. Cameron | Director since: 2019 | Age: 66 | | | 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, Compensation, Human Resources & Culture, C-Suite Leadership, Public Company Board Service, Strategy Development, Traditional & Digital Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources (Chair); Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | Tupperware Brands Corporation, nVent Electric plc | | | |

  13. Director Nominee Skills, Experience, and Background

    | | | | | | | Greg Creed | Director since: 2020 | Age: 67 | | | 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: | | | | | ARMK & Related Industry Experience, CEO Leadership, Compensation, Human Resources & Culture, C-Suite Leadership, Disruptive Risk & Innovation, International Operations, Public Company Board Service, Strategy Development, Traditional & Digital Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources; Finance and Technology (Chair) | | | | | Other Public Boards: | | | | | Whirlpool Corporation, Delta Air Lines, Inc. | | | |

  14. Director Nominee Skills, Experience, and Background

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  15. Director Nominee Skills, Experience, and Background

    | | | | | | Brian M. DelGhiaccio | Director since: 2024 | Age: 51 | | | 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 as 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 in the audit practice of Arthur Andersen. Skills & Qualifications: Mr. DelGhiaccio’s executive experience as a Chief Financial Officer enables him to provide our Board with knowledgeable perspectives on accounting and auditing matters as well as strategic planning and mergers & acquisitions. The Board has determined Mr. DelGhiaccio to be an audit committee financial expert. | | | | | | | | Experience Highlights: | | | | | Accounting & Finance, C-Suite Leadership, Corporate Finance & Capital Markets, M&A & Business Development, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Audit; Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | None |

  16. Director Nominee Skills, Experience, and Background

    | | | | | | Richard W. Dreiling | Director since: 2024 | Age: 71 | | | Former Chairman and Chief Executive Officer, Dollar Tree Corporation | | | | | Biography: Richard Dreiling is the former Executive Chairman and Chief Executive Officer of Dollar Tree, Inc., serving as Chief Executive Officer from January 2023 to November 2024 and Executive Chairman from March 2022 to November 2024. Before joining Dollar Tree, Mr. Dreiling served as the Chairman and Chief Executive Officer of Dollar General Corporation, serving as Chief Executive Officer from January 2008 until June 2015 and Chairman of the board of directors from December 2008 until January 2016. He was previously the Chief Executive Officer, President and a director of Duane Reade Holdings, Inc. and Duane Reade, Inc. from November 2005 until January 2008, and Chairman of the Board of Duane Reade from March 2007 until January 2008. Prior to that, beginning in March 2005, Mr. Dreiling served as Executive Vice President - Chief Operating Officer of Longs Drug Stores Corporation, an operator of a chain of retail drug stores on the West Coast and Hawaii, after having joined Longs in July 2003 as Executive Vice President and Chief Operations Officer. From 2000 to 2003, Mr. Dreiling served as Executive Vice President - Marketing, Manufacturing and Distribution at Safeway, Inc. Prior to that, Mr. Dreiling served from 1998 to 2000 as President of Vons, a southern California food and drug division of Safeway. Mr. Dreiling currently serves as a director of Lowes Companies, Inc. He previously served as a director of Aramark, Kellanova (formerly known as Kellogg Company), and PulteGroup, Inc. Skills & Qualifications: Mr. Dreiling's over 50 years of retail industry experience at all operating levels adds significant value to the Board. Mr. Dreiling has served as Chief Executive Officer of multiple large public companies and was previously a director of Aramark from 2016 to 2022. He brings to the Board valuable insight and leadership as a result of that experience. | | | | | | | | Experience Highlights: | | | | | Accounting & Finance, ARMK & Related Industry Experience, CEO Leadership, C-Suite Leadership, Corporate Finance & Capital Markets, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources; Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | Lowes Companies, Inc. |

  17. Director Nominee Skills, Experience, and Background

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  18. Director Nominee Skills, Experience, and Background

    | | | | | | | Bridgette P. Heller | Director since: 2021 | Age: 63 | | | 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, International Operations, Public Company Board Service, Strategy Development, Traditional & Digital Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Finance and Technology; Nominating, Governance and Corporate Responsibility | | | | | Other Public Boards: | | | | | DexCom, Inc., Novartis AG, Integral Ad Science Corp. | | | |

  19. Director Nominee Skills, Experience, and Background

    | | | | | | | Kenneth M. Keverian | Director since: 2022 | Age: 67 | | | 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: | | | | | ARMK & Related Industry Experience, C-Suite Leadership, Disruptive Risk & Innovation, IT & Cyber Security, M&A and Business Development, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Audit; Finance and Technology | | | | | Other Public Boards: | | | | | None | | | |

  20. Director Nominee Skills, Experience, and Background

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  21. Director Nominee Skills, Experience, and Background

    | | | | | | Karen M. King | Director since: 2019 | Age: 68 | | | 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. Ms. King currently serves as a director of the privately-owned Altamonte Capital Partners. 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: | | | | | ARMK & Related Industry Experience, C-Suite Leadership, IT & Cyber Security, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Audit; Finance and Technology | | | | | Other Public Boards: | | | | | None |

  22. Director Nominee Skills, Experience, and Background

    | | | | | | Patricia E. Lopez | Director since: 2022 | Age: 63 | | | 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 the privately-owned Recreational Equipment, Inc. She previously served as a director of 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: | | | | | CEO Leadership, C-Suite Leadership, International Operations, Public Company Board Service, Strategy Development, Traditional & Digital Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Audit; Compensation & Human Resources | | | | | Other Public Boards: | | | | | Domino’s Pizza, Inc. |

  23. Director Nominee Skills, Experience, and Background

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  24. Director Nominee Skills, Experience, and Background

    | | | | | | | Stephen I. Sadove | Director since: 2013 | Age: 73 | | | 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 Park Hotels & Resorts Inc., Movado Group, Inc. and privately-owned Belk, Inc. He previously served as director of Colgate Palmolive Company, Ruby Tuesday, Inc., J.C. Penney Company, Inc. and privately-owned 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: | | | | | ARMK & Related Industry Experience, CEO Leadership, C-Suite Leadership, International Operations, Public Company Board Service, Strategy Development, Traditional & Digital Marketing & Sales | | | | | Independent Director Aramark Committees: | | | | | Compensation & Human Resources; Nominating, Governance and Corporate Responsibility (Chair) | | | | | Other Public Boards: | | | | | Park Hotels & Resorts Inc., Movado Group, Inc. | | | |

  25. Director Nominee Skills, Experience, and Background

    | | | | | | | Kevin G. Wills | Director since: 2023 | Age: 59 | | | 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, Corporate Finance & Capital Markets, C-Suite Leadership, M&A and Business Development, Public Company Board Service, Strategy Development | | | | | Independent Director Aramark Committees: | | | | | Audit (Chair); Finance and Technology | | | | | Other Public Boards: | | | | | None | | | |

  26. Director Nominee Skills, Experience, and Background

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  27. Director Nominee Skills, Experience, and Background

    | | | | | | John J. Zillmer | Director since: 2019 | Age: 69 | | | 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 Chair 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: | | | | | ARMK & Related Industry Experience, CEO Leadership, C-Suite Leadership, Compensation, Human Resources & Culture, International Operations, M&A and Business Development, Public Company Board Service, Strategy Development, Supply Chain, Traditional & Digital Marketing & Sales | | | | | Aramark Committees: | | | | | None | | | | | Other Public Boards: | | | | | CSX Corporation, Ecolab, Inc. |

  28. Director Nominee Skills, Experience, and Background

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  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  30. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024 The following table sets forth compensation information for our non-employee directors in fiscal 2024.

  31. Director Compensation Table for Fiscal 2024

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | CHANGE IN PENSION VALUE AND NQ DEFERRED COMPENSATION EARNINGS(3) ($) | ALL OTHER COMPENSA- TION(4) ($) | TOTAL ($) | | Susan M. Cameron | 135,000 | 175,001 | — | 10,221 | 320,222 | | Greg Creed | 125,000 | 175,001 | — | 10,221 | 310,222 | | Brian M. DelGhiaccio | 69,808 | 175,001 | — | 1,998 | 246,807 | | Bridgette P. Heller | 105,000 | 175,001 | — | 10,000 | 290,001 | | Kenneth M. Keverian | 105,000 | 175,001 | — | — | 280,001 | | Karen M. King | 105,000 | 175,001 | — | 8,500 | 288,501 | | Patricia E. Lopez | 105,000 | 175,001 | — | — | 280,001 | | Stephen I. Sadove | 205,000 | 275,002 | — | 13,474 | 493,476 | | Kevin G. Wills | 124,863 | 175,001 | 161 | — | 300,025 | | Arthur B. Winkleblack(5) | 45,618 | — | — | — | 45,618 |

  32. Director Compensation Table for Fiscal 2024

    (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. Wills and Winkleblack and Ms. Cameron for the portion of the year they chaired the Audit Committee and the Compensation Committee and a retainer at an annual rate of $20,000 was provided to Mr. Creed for chairing the Finance Committee. Mr. Sadove has declined his receipt of the retainer for serving as chairperson of the Nominating Committee. Mr. Creed elected to defer 100% of his cash retainer (inclusive of chair retainer) into DSUs and Mr. Wills elected to defer 100% of his cash retainer (inclusive of chair retainer) under the 2005 Deferred Cash Plan. (2)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to the 5,985 DSUs granted to all directors on January 30, 2024 with a grant date fair value of $29.24 per DSU with the exception of Mr. Sadove. Mr. Sadove was granted 9,405 DSUs on January 30, 2024 as Chairman. As of the end of fiscal 2024, directors held the following deferred stock units (including dividend equivalent units), all of which are vested except for those granted on January 30, 2024 and related dividend equivalents.

  33. Director Compensation Table for Fiscal 2024

    | Name | DSU and Equivalents | Name | DSU and Equivalents | | Susan M. Cameron | 37,385 | Karen M. King | 12,371 | | Greg Creed | 50,226 | Patricia E. Lopez | 18,554 | | Brian M. DelGhiaccio | 6,037 | Stephen I. Sadove | 72,133 | | Bridgette P. Heller | 25,107 | Kevin G. Wills | 6,037 | | Kenneth M. Keverian | 18,554 | Arthur B. Winkleblack | — |

  34. Director Compensation Table for Fiscal 2024

    For additional information on the valuation assumptions and more discussion with respect to the deferred stock units, refer to Note 13 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. (3)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. (4)The following are included in this column: a)Charitable contributions of $10,000 made in the name of or on behalf of each of Mses. Cameron and Heller and Messrs. Creed and Sadove and $8,500 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 2024, in each case for awards granted prior to February 5, 2014 for Mr. Sadove is $3,474. 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. c)Includes incremental travel costs for spouses who accompanied directors on business related trips for $221 for Ms. Cameron and Mr. Creed and $1,998 for Mr. DelGhiaccio. (5)Mr. Winkleblack did not stand for re-election at the 2024 Annual Meeting.

  35. Director Compensation Table for Fiscal 2024

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  36. CD&A Contents

    | 1. Executive Summary | 27 | | Executive Compensation Principles | 27 | | 2024 Shareholder Advisory Vote | 28 | | 2024 Performance Results | 29 | | 2024 Executive Compensation Highlights | 30 | | 2. Compensation Program Features | 34 | | Overview of Compensation Components | 34 | | Incentive Plan Payouts | 36 | | Other Compensation Components | 40 | | 3. Compensation Decisions and Rationale | 41 | | Market Benchmarking | 41 | | 2024 Compensation Peer Group | 41 | | Compensation Survey Data | 41 | | 4. Compensation Governance Policies | 42 | | Independent Compensation Consultant | 42 | | Equity Grant Procedures | 43 | | Risk Mitigation Policies | 43 | | Compensation Risk Disclosure | 44 | | Other Compensation Matters | | | 1. Executive Compensation Tables | 46 | | Summary Compensation Table | 46 | | Grants of Plan-Based Awards | 48 | | Outstanding Equity Awards | 50 | | Option Exercises and Stock Vested | 53 | | Nonqualified Deferred Compensation | 53 |

  37. Our 2024 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. |

  38. 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 16 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.

  39. 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 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 or Pledging – We prohibit directors and executive officers from engaging in hedging or pledging Aramark shares. × 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. |

  40. Target Executive Pay Mix1

    Target Executive Pay Mix1 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 79% performance-based. PSUs comprised 50% of the fiscal 2024 equity grants. Below we show the fiscal 2024 target NEO pay mix with equity award values based on the grant date fair value. Actual equity amounts realized will differ.

  41. 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 | | | | | | |

  42. Average Other NEO Target Annual Compensation

    | Salary 21% | + | Target Annual Incentive 20% | + | PSUs 29% | + | Options 18% | + | RSUs 12% | | | | | | 59% Linked to Aramark’s Share Price | | | | | | | | 79% Performance-Based | | | | | | |

  43. Fiscal 2024 Annual Incentives

    Fiscal 2024 Annual Incentives Following our fiscal 2023 performance, we continued to set aggressive fiscal 2024 annual incentive targets. Overall, fiscal 2024 performance in Net New Sales fell short of aggressive targets resulting in annual incentive payouts below target for the NEOs. Below we show our performance relative to the 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. Food & Facilities metrics. Reconciliation of AOI and Free Cash Flow to measures calculated in accordance with generally accepted accounting principles (“GAAP”) is provided in Annex A Percentages may not add up exactly due to rounding

  44. 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 became 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 Mr. Tarangelo and Ms. Charpentier whose PSUs included different performance metrics reflecting their roles 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 Mr. Tarangelo and 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 Mr. Tarangelo and Ms. Charpentier were earned based upon the level of achievement attained relative to the amended targets for Performance Period 1. The PSUs earned with respect to Performance Period 1 for all the NEOs were then subject to time-based vesting through the original vesting date of September 27, 2024. Apart from the removal of the Relative TSR modifier, the performance measures for Performance Period 2 remained unchanged with the new targets simply adjusted to reflect the Company on a post-Separation basis. In November 2024, the Committee determined that 135.3% (of target) of the PSUs subject to Performance Period 2 for the NEOs (with the exception of Mr. Tarangelo and Ms. Charpentier, whose PSUs included different performance metrics reflecting their roles at the time of grant) were earned based on the level of achievement attained relative to the amended targets for Performance Period 2. The Committee determined that 157.1% (of target) PSUs granted to Mr. Tarangelo and Ms. Charpentier were earned based upon the level of achievement attained relative to the amended targets for Performance Period 2.

  45. Performance Stock Units

    | 32 | |

  46. Performance Period 2 PSU Attainment

    Performance Period 2 PSU Attainment The PSUs granted in fiscal 2023 which were subject to performance targets for the three-year period ending October 3, 2025, were amended by the Committee on October 13, 2023 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.

  47. Equity Award Adjustments

    Equity Award Adjustments Pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan and the 2023 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. The equity awards outlined in this proxy statement reflect the adjustments made as a result of the Separation.

  48. CEO Succession Process RSU Grant

    CEO Succession Process RSU Grant Our CEO has achieved the age and service requirements which entitle him to give six month’s notice to be eligible to receive continued vesting of his equity on a qualified retirement. Our Board is actively engaged in a CEO succession process and considers it critical to retain our current CEO through this process. Accordingly, in August 2024, in order to ensure the retention of our CEO to allow for an in-depth assessment of both internal and external candidates, in connection with the Company’s CEO and broader executive organizational planning, the Board approved a special, one-time RSU grant to Mr. Zillmer with a grant date fair value of $5,000,000 (the "CEO Succession Process RSU Grant"). The CEO Succession Process RSU Grant will vest on the earlier to occur of: (i) the third anniversary of the date of grant and (ii) six months following the date (the “Succession Date”) the Board appointed successor CEO begins active permanent employment with the Company (or such earlier date following the Succession Date as may be determined by the Board), subject to Mr. Zillmer’s continued employment with the Company through the vesting date. The RSU grant also provides for accelerated vesting in the event of certain qualifying termination of employment events (not including Mr. Zillmer's voluntary retirement). The Board considers that having sufficient time to manage the CEO succession process, without the risk of the current CEO retiring, is sufficiently extraordinary that the CEO Succession Process RSU Grant is warranted to ensure a smooth transition to the CEO who will lead Aramark through its next important phase. While engaging with shareholders, support was expressed for the award to ensure continuity of leadership during the succession process while the Company continues to execute on its growth strategies.

  49. CEO Succession Process RSU Grant

    | END OF CD&A EXECUTIVE SUMMARY |

  50. CEO Succession Process RSU Grant

    | | 33 |

  51. 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)(1) | •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 |

  52. 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. 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. The Committee approved an increase to Mr. Zillmer's target bonus for fiscal 2025 from 175% to 200% of base salary, the first increase since his appointment in October 2019. Mr. Tarangelo was promoted in fiscal 2024 and was not a NEO in fiscal 2023.

  53. Target Annual Incentives

    | | | Fiscal 2023 | | Fiscal 2024 | | Fiscal 2025 | | | NEO | Job Title | Target | % Change | Target | % Change | Target | % Change | | John Zillmer | CEO | 175% | —% | 175% | —% | 200% | 14% | | James Tarangelo | SVP, CFO | N/A | N/A | 85% | —% | 85% | —% | | Marc Bruno | COO, US Food & Facilities | 100% | —% | 125% | 25% | 125% | —% | | Lauren Harrington | SVP, General Counsel | 85% | —% | 85% | —% | 85% | —% | | Abigail Charpentier | SVP, CHRO | 85% | —% | 85% | —% | 85% | —% | | Thomas Ondrof(1) | Strategic Advisor & Former CFO | 100% | —% | 100% | —% | N/A | N/A |

  54. Target Annual Incentives

    (1) Mr. Ondrof retired as EVP, CFO effective January 12, 2024. His target annual incentive award was pro-rated to reflect his partial year as EVP, CFO prior to his transition to his Strategic Advisor role. He will not be eligible to receive a fiscal 2025 annual incentive payout upon his retirement.

  55. Target Annual Incentives

    | | 35 |

  56. Fiscal 2024 Annual Incentive Performance Metrics

    Fiscal 2024 Annual Incentive Performance Metrics The Annual Incentive Plan included four objectives – Net New Sales, Adjusted Operating Income, 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 2024 would be 200% of target.

  57. Fiscal 2024 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 | •Adjusted operating income | •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 | •Distinct Environmental, Social and Governance (ESG) measures | •Incentivizes management to achieve the organization's overarching environmental, compliance and diversity and inclusion goals |

  58. Fiscal 2024 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.

  59. Fiscal 2024 Annual Incentive Outcomes

    Fiscal 2024 Annual Incentive Outcomes Based on the performance metrics established by the Committee and the Company’s 2024 performance, the Committee determined Aramark achieved 82.1% of target payout for executives assessed exclusively on consolidated performance and 65.6% of target for the COO of the U.S. Food & Facilities businesses based on a combination of consolidated and U.S. Food & Facilities performance. Percentages may not add exactly due to rounding

  60. Fiscal 2024 Annual Incentive Outcomes

    | | 37 |

  61. Fiscal 2024 Annual Incentive Outcomes

    1Net New Sales represents the annualized value of gross new business less the annualized value of lost business. 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. Net New Sales is an internal statistical metric used to evaluate Aramark’s net new sales and retention performance. 2Adjusted Operating Income represents the operating income for the businesses adjusted to exclude the amortization expense of acquisition-related intangible assets, severance and other charges, spin-off related charges and other items impacting comparability. Adjusted Operating Income for purposes of the U.S. Food & Facilities business performance represents the operating income for the businesses adjusted to exclude the amortization expense of acquisition-related intangible assets, severance and other charges, spin-off related charges and other items impacting comparability for the businesses Mr. Bruno oversees. 3Free cash flow for purposes of the annual incentive plan calculations represents net cash provided by operating activities of continuing operations less net purchases of property and equipment and other. 4Consolidated ESG metrics include equally weighted goals tied to 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,10% on US Food & Facilities Free Cash Flow, 8% Consolidated Net New Sales, 8% Consolidated AOI and 10% on Consolidated ESG Metrics.

  62. Fiscal 2024 Annual Incentives Earned by NEO

    Fiscal 2024 Annual Incentives Earned by NEO Based on the results of the performance metrics approved by the Committee, the NEOs earned annual incentive awards for fiscal 2024 as set forth in the table below.

  63. Fiscal 2024 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% | 82.1% | | 1,866,842 | | James Tarangelo(2) | SVP, CFO | 625,000 | 85% | 81.7% | | 361,929 | | Marc Bruno(3) | COO, US Food & Facilities | 725,000 | 125% | 65.6% | | 594,566 | | Lauren Harrington | SVP, General Counsel | 675,000 | 85% | 82.1% | | 470,814 | | Abigail Charpentier | SVP, CHRO | 565,000 | 85% | 82.1% | | 394,088 | | Thomas Ondrof(4) | Strategic Advisor & Former CFO | 835,000 | 100% | 82.1% | | 192,813 |

  64. Fiscal 2024 Annual Incentives Earned by NEO

    (1) Percentages shown are rounded to the nearest tenth decimal. (2) Mr. Tarangelo's target annual incentive award was pro-rated to reflect his partial year as SVP, CFO. His full year target would have been $442,793. Additionally, his performance metrics and mix prior to her promotion to CFO was 40% Net New Sales, 40% AOI, 10% Free Cash Flow, and 10% Individual Objectives; therefore, his overall payout as a percentage of target is slightly different than the other NEOs. (3) 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. (4) Mr. Ondrof's target annual incentive award was pro-rated to reflect his partial year as EVP, CFO prior to his transition to his Strategic Advisor role. His pro-rated target would have been $234,969.

  65. Fiscal 2025 Annual Incentive Performance Metrics and Weightings

    Fiscal 2025 Annual Incentive Performance Metrics and Weightings The annual incentive plan design for fiscal 2025 will remain unchanged from fiscal 2024.

  66. Fiscal 2025 Annual Incentive Design

    Fiscal 2025 Annual Incentive Design

  67. Long Term Incentives (LTI)

    Long Term Incentives (LTI)

  68. Long Term Incentive Grant Targets

    Long Term Incentive Grant Targets For fiscal 2025, the long-term incentive grant values remained unchanged from the prior year. Mr. Bruno and Mses. Harrington's and Charpentier's long term incentive equity grant values were increased in fiscal 2024 to 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 has not received an increase to his annual long term incentive target since his appointment.

  69. Long Term Incentive Grant Targets

    | 38 | |

  70. Long Term Incentive Grant Targets

    | NEO | Job Title | Fiscal 2022 Grant (November 18, 2021) | | Fiscal 2023 Grant (November 17, 2022) | | Fiscal 2024 Grant (November 27, 2023) | | Fiscal 2025 Grant (December 2, 2024) | | | | | LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | LTI Target | % Increase | | John Zillmer | CEO | $9,500,000 | —% | $9,500,000 | —% | $9,500,000 | —% | $9,500,000 | —% | | James Tarangelo(1) | SVP, CFO | $— | N/A | $— | N/A | $1,750,000 | N/A | $1,750,000 | —% | | Marc Bruno | COO, US Food & Facilities | $1,850,000 | 5.7% | $1,850,000 | —% | $2,000,000 | 8.1% | $2,000,000 | —% | | Lauren Harrington | SVP, General Counsel | $1,500,000 | —% | $1,500,000 | —% | $1,750,000 | 16.7% | $1,750,000 | —% | | Abigail Charpentier(2) | SVP, CHRO | $— | N/A | $1,500,000 | N/A | $1,750,000 | 16.7% | $1,750,000 | —% | | Thomas Ondrof(3) | Strategic Advisor & Former CFO | $2,000,000 | —% | $2,000,000 | —% | $2,000,000 | —% | $— | N/A |

  71. Long Term Incentive Grant Targets

    (1) Mr. Tarangelo's fiscal 2024 grant includes an additional grant awarded during the year to recognize his promotion and new role and responsibilities (awards granted November 27, 2023 and January 16, 2024). These awards are described in more detail in the Grants of Plan Based Awards Table. (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). (3) Mr. Ondrof retired as EVP, CFO on January 12, 2024 and therefore did not receive a fiscal 2025 award.

  72. Fiscal 2024 Long Term Incentive Grant Allocations (granted in November 2023)

    Fiscal 2024 Long Term Incentive Grant Allocations (granted in November 2023) Half of the fiscal 2024 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.

  73. Fiscal 2024 Long Term Incentive Grant Allocations (granted in November 2023)

    | Fiscal 2024 LTI Grant |

  74. Fiscal 2024 Long Term Incentive Grant Allocations (granted in November 2023)

    | 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. |

  75. Fiscal 2024 Long Term Incentive Grant Allocations (granted in November 2023)

    | | 39 |

  76. Payout Outcomes for PSUs Related to Fiscal 2024 Performance

    Payout Outcomes for PSUs Related to Fiscal 2024 Performance 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 Mr. Tarangelo and Ms. Charpentier. The second performance period related to fiscal 2024 performance resulted in a 135.3% of target attainment for 33% of the original target grant value for Messrs. Zillmer, Bruno, Ondrof and Ms. Harrington and 157.1% of target attainment for 33% of the original target grant value for Mr. Tarangelo and Ms. Charpentier. All PSUs granted in fiscal 2022 vested on September 27, 2024 and were delivered in November 2024 once the Committee certified the results attained for the second performance period.

  77. Fiscal 2025 Long Term Incentive Grants

    Fiscal 2025 Long Term Incentive Grants The long-term incentive plan design for fiscal 2025 remains unchanged with the same mix of PSUs, Stock Options and RSUs as fiscal 2024. The fiscal 2025 PSU performance targets are based upon three-year Earnings Per Share and Return on Invested Capital, each weighted 50%, with the resulting payout (if any) modified +/- 20% based on the total return to the Company’s shareholders relative to the performance of the fiscal 2025 performance peer group. The performance targets for the fiscal 2025 PSUs align with the Company's long-term strategic goals.

  78. 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 certain 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 2024, Mr. Zillmer used the Company aircraft for personal use for himself and in some cases family members and reimbursed the Company for the incremental cost of such use pursuant to the Aircraft Time Sharing Agreements. Messrs. Zillmer and Bruno also had family members accompany them on business trips on the Company aircraft at no incremental cost.

  79. 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.

  80. Fiscal 2024 Compensation Peer Group

    Fiscal 2024 Compensation Peer Group The Committee worked with 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 for fiscal 2024, except the Committee approved removing Cintas, a uniforms company, from the 2024 Compensation Peer Group in light of the Separation. 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 2024 Compensation Peer Group.

  81. Fiscal 2024 Compensation Peer Group

    | Company Name | Sales ($M) | Mkt Cap ($M) | Ent. Value ($M) | Assets ($M) | # of Employees | | Aramark | 17,401 | 8,896 | 14,649 | 12,674 | 266,680 | | Executive Compensation Peer Group (n = 17) | | | | | | | ABM Industries Incorporated | $8,275 | $3,128 | $4,491 | $5,040 | 123,000 | | Carnival Corporation & plc | $24,479 | $20,308 | $49,675 | $49,805 | 106,000 | | C.H. Robinson Worldwide, Inc. | $17,459 | $10,325 | $12,228 | $5,613 | 14,537 | | Darden Restaurants, Inc. | $11,416 | $18,102 | $24,703 | $11,356 | 191,105 | | Dollar General Corporation | $39,677 | $27,543 | $44,929 | $31,814 | 185,800 | | Dollar Tree, Inc. | $30,966 | $22,762 | $32,552 | $22,617 | 138,860 | | Expeditors Int’l of Washington, Inc. | $9,113 | $17,063 | $16,246 | $4,788 | 18,100 | | Kohl’s Corporation | $17,124 | $2,484 | $9,773 | $14,180 | 96,000 | | Macy’s, Inc. | $23,509 | $4,888 | $10,134 | $15,833 | 85,581 | | ManpowerGroup Inc. | $18,230 | $3,485 | $4,369 | $8,478 | 27,900 | | MGM Resorts International | $17,012 | $12,697 | $42,362 | $42,741 | 67,000 | | Performance Food Group Company | $54,681 | $10,882 | $15,783 | $13,393 | 36,815 | | Republic Services, Inc. | $15,567 | $61,317 | $74,186 | $31,814 | 41,000 | | Royal Caribbean Cruises Ltd. | $15,330 | $39,678 | $60,966 | $37,067 | 98,150 | | US Foods Holding Corp. | $36,700 | $13,308 | $17,971 | $13,703 | 30,000 | | XPO Logistics, Inc. | $8,017 | $13,053 | $16,921 | $7,923 | 38,000 | | Yum! Brands, Inc. | $7,105 | $38,071 | $49,408 | $6,395 | 35,000 | | Source: S&P CapitalIQ (as of September 27, 2024). | | | | | | | All financial data as of September 27, 2024. 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 27, 2024. | | | | | | | Aramark Relative to Peer Group | | | | | | | Aramark Percentile Rank | 55% | 23% | 29% | 42% | Highest |

  82. Fiscal 2024 Compensation Peer Group

    For fiscal 2025, the Committee approved removing Republic Services, Inc, from the 2025 Compensation Peer Group due to its relative market cap and enterprise size. The other 16 companies remained part of the 2025 Compensation Peer Group.

  83. 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 and 2025.

  84. Performance Peer Group for Total Shareholder Return

    | 2023 - 2025 Performance Peer Group (Relative TSR Peer Group for Fiscal 2023-2025, Fiscal 2024-2026 and Fiscal 2025-2027 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. |

  85. 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 2024, Meridian did not provide other services to the Company outside of its relationship with the Committee.

  86. 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 2024, 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; •Addressed various other matters, as requested by the Committee. A Meridian representative attended all of the Compensation Committee’s meetings during fiscal 2024.

  87. Long Term Incentive Grant Procedures

    Long Term Incentive Grant Procedures Timing of Awards: The Committee generally makes annual awards of equity incentives, including options, at its regularly scheduled 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. During fiscal 2024, (1) none of the Company’s NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such reports, and (2) the Company did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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.

  88. 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 2024, 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; clawback policies; 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 2024, 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.

  89. 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 our NEOs. 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).

  90. 2024 Summary Compensation Table

    2024 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 2024 and our former Chief Financial Officer, who are referred to as named executive officers or NEOs.

  91. 2024 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 | 2024 | 1,300,000 | — | 12,698,367 | 2,851,006 | 1,866,842 | — | 28,003 | 18,744,218 | | | 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 | | James Tarangelo SVP, CFO | 2024 | 564,040 | | 1,334,340 | 525,102 | 361,929 | 5,946 | 29,781 | 2,821,138 | | Marc Bruno SVP & Chief Operating Officer | 2024 | 714,231 | — | 1,615,007 | 600,219 | 594,560 | 11,604 | 47,267 | 3,582,888 | | | 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 | | Lauren Harrington SVP, General Counsel | 2024 | 662,884 | — | 1,408,606 | 525,186 | 470,814 | 4,324 | 31,553 | 3,103,367 | | | 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 | | Abigail Charpentier SVP, Chief Human Resource Officer | 2024 | 554,231 | — | 1,398,906 | 525,186 | 394,088 | 1,649 | 28,112 | 2,902,172 | | | 2023 | 498,079 | — | 1,202,177 | 449,921 | 140,953 | 2,027 | 21,876 | 2,315,033 | | Thomas Ondrof EVP & Chief Financial Officer | 2024 | 344,211 | — | 1,620,732 | 600,219 | 192,813 | — | 20,356 | 2,778,331 | | | 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 |

  92. 2024 Summary Compensation Table

    (1)Mr. Tarangelo deferred a portion of his salary under the 2007 Savings Incentive Retirement Plan in fiscal 2024. Mr. Bruno and Ms. Harrington deferred portions of their salaries under the 2007 Savings Incentive Retirement Plan in fiscal 2022, 2023, and 2024. Ms. Charpentier deferred a portion of her salary under the 2007 Savings Incentive Retirement Plan in 2023 and 2024. These amounts are reflected in this column, and, for fiscal 2024, are reflected in the Non-Qualified Deferred Compensation Table. (2)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 13 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 27, 2024. 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. For fiscal 2024, this column also includes the incremental fair value associated with the modification of the fiscal 2023 PSUs in connection with the Separation as discussed above.

  93. 2024 Summary Compensation Table

    | | Fiscal 2022 Grants | | Fiscal 2023 Grants | | Fiscal 2024 Grants | | | | Probable Outcome ($) | Highest Level of Performance ($) | 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 | 5,435,846 | 10,871,692 | | James Tarangelo | 0 | 0 | 0 | 0 | 895,131 | 1,790,263 | | Marc Bruno | 925,009 | 1,591,019 | 1,120,170 | 2,240,339 | 1,144,397 | 2,288,794 | | Lauren Harrington | 750,055 | 1,290,100 | 908,275 | 1,816,549 | 1,001,360 | 2,002,719 | | Abigail Charpentier | 0 | 0 | 822,132 | 1,644,263 | 1,001,360 | 2,002,719 | | Thomas Ondrof | 1,000,073 | 1,720,133 | 1,211,017 | 2,422,033 | 1,144,397 | 2,288,794 |

  94. 2024 Summary Compensation Table

    (3)Includes the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions, refer to Note 13 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 27, 2024. (4)Represents fiscal year 2022, 2023 and 2024 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 2024: 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, financial planning for Mr. Tarangelo, Mr. Bruno and Mses. Harrington and Charpentier. Pursuant to Aircraft Time Sharing Agreements entered into with certain members of the executive leadership team, such executives reimburse the Company for 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

  95. 2024 Summary Compensation Table

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  96. 2024 Summary Compensation Table

    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 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 $1,149 for each NEO c)Amounts that constitute the Company match to the Savings Incentive Retirement Plan for fiscal 2024 of $11,500 for Messrs. Bruno and Tarangelo and Mses. Harrington and Charpentier. d)Matching contributions to a college or other non-profit for fiscal 2024 of $10,000 for Mr. Bruno and $2,000 for Ms. Harrington. e)Cost of the personal use of Company-owned tickets or the Company-owned suite at sports stadiums and arenas for fiscal 2024 of $8,200 for Mr. Zillmer and $1,156 for Mr. Ondrof.

  97. 2024 Summary Compensation Table

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  98. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table provides information about equity and non-equity awards granted to our named executive officers in fiscal 2024.

  99. Grants of Plan-Based Awards for Fiscal Year 2024

    | 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 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $362,478 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 237,782 | $28.05 | $2,851,006 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 84,671 | 169,341 | 338,682 | | | | $5,435,846 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 67,737 | | | $1,900,023 | | | RSUs (8) | 8/15/2024 | 8/13/2024 | | | | | | | 140,608 | | | $5,000,020 | | Tarangelo | ACI | | | 110,698 | 442,793 | 885,586 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $9,160 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 10,012 | $28.05 | $120,044 | | | NQSOs (5) | 1/16/2024 | 12/9/2023 | | | | | | | | 33,093 | $28.96 | $405,058 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 2,140 | 4,279 | 8,558 | | | | $137,356 | | | PSUs (6) | 1/16/2024 | 12/9/2023 | | | | 11,655 | 23,309 | 46,618 | | | | $757,776 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 5,705 | | | $160,025 | | | RSUs (7) | 1/16/2024 | 12/9/2023 | | | | | | | 9,324 | | | $270,023 | | Bruno | ACI | | | 226,563 | 906,250 | 1,812,500 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $70,589 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 50,060 | $28.05 | $600,219 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 17,826 | 35,651 | 71,302 | | | | $1,144,397 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 14,261 | | | $400,021 | | Harrington | ACI | | | 143,438 | 573,750 | 1,147,500 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $57,238 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 43,802 | $28.05 | $525,186 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 15,598 | 31,195 | 62,390 | | | | $1,001,360 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 12,478 | | | $350,008 | | Charpentier | ACI | | | 120,063 | 480,250 | 960,500 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $47,538 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 43,802 | $28.05 | $525,186 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 15,598 | 31,195 | 62,390 | | | | $1,001,360 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 12,478 | | | $350,008 | | Ondrof | ACI | | | 58,742 | 234,969 | 469,938 | | | | | | | | | | PSUs (4) | 10/13/2023 | 10/13/2023 | | | | | | | | | | $76,314 | | | NQSOs (5) | 11/27/2023 | 11/6/2023 | | | | | | | | 50,060 | $28.05 | $600,219 | | | PSUs (6) | 11/27/2023 | 11/6/2023 | | | | 17,826 | 35,651 | 71,302 | | | | $1,144,397 | | | RSUs (7) | 11/27/2023 | 11/6/2023 | | | | | | | 14,261 | | | $400,021 |

  100. Grants of Plan-Based Awards for Fiscal Year 2024

    (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 2024 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 2024 under FASB ASC Topic 718. It also reflects the incremental fair value of the PSUs that were originally granted in fiscal 2023 for the fiscal 2023 - fiscal 2025 performance period and modified on October 13, 2023 with an incremental fair value of $2.19 per PSUs ,computed as of the modification date in accordance with FASB

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  102. Grants of Plan-Based Awards for Fiscal Year 2024

    ASC Topic 718. The grant date fair value for performance stock units granted in fiscal 2024 assumes achievement of the target amount. For additional information on the valuation assumptions, refer to Note 13 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. These amounts do not correspond to the actual value that will be received by the named executive officers. (4)The amounts represent the incremental fair value associated with the modification of the fiscal 2023 PSUs in connection with the Separation as discussed above. (5)These stock options were granted under the 2023 Stock Plan, vest 25% annually over four years and have a ten-year term, subject to grantee’s continued employment. (6)These performance stock units were granted under the 2023 Stock Plan and vest at the end of fiscal 2027, 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 2, 2026. (7)These restricted stock units were granted under the 2023 Stock Plan and vest annually 25% per year over four years, subject to the grantee’s continued employment. (8)These are restricted stock units granted under the 2023 Stock Plan and will vest on the earlier to occur of: (i) the third anniversary of the date of grant and (ii) the date that is six months following the Succession Date (or such earlier date following the Succession Date as may be determined by the Board in its sole discretion), subject to Mr. Zillmer’s continued employment with the Company through such vesting date. The RSUs also provide for accelerated vesting in the event of certain qualifying termination of employment events (not including Mr. Zillmer’s voluntary retirement).

  103. Grants of Plan-Based Awards for Fiscal Year 2024

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  104. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information with respect to outstanding equity awards held by our NEOs at 2024 fiscal year-end.

  105. Outstanding Equity Awards at 2024 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 | 416,506 | — | | $30.60 | 11/21/2029 | | | | | | | NQSOs | 736,882 | — | | $20.41 | 9/4/2030 | | | | | | | NQSOs | 122,462 | 61,233 | | $25.24 | 9/4/2030 | | | | | | | NQSOs | 159,138 | 79,570 | | $32.45 | 9/4/2030 | | | | | | | NQSOs | 201,874 | 100,941 | | $39.66 | 9/4/2030 | | | | | | | NQSOs | 251,248 | 125,625 | | $46.87 | 9/4/2030 | | | | | | | NQSOs | 307,174 | 153,587 | | $54.08 | 9/4/2030 | | | | | | | NQSOs | 316,029 | 158,015 | | $61.29 | 9/4/2030 | | | | | | | NQSOs | 55,292 | 27,648(5) | | $61.29 | 1/7/2031 | | | | | | | NQSOs | 198,424 | 99,215 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 58,110 | 174,337 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | — | 237,782 | | $28.05 | 11/27/2033 | | | | | | | PSUs(3) | | | | | | | | 677,615 | $26,047,537 | | | RSUs(4) | | | | | | 284,443 | $10,933,999 | | | | Tarangelo | NQSOs | 8,365 | — | | $20.67 | 11/19/2024 | | | | | | | NQSOs | 7,909 | — | | $23.55 | 11/20/2025 | | | | | | | NQSOs | 8,852 | — | | $24.58 | 11/18/2026 | | | | | | | NQSOs | 6,419 | — | | $29.38 | 11/16/2027 | | | | | | | NQSOs | 6,719 | — | | $26.50 | 11/15/2028 | | | | | | | NQSOs | 5,919 | — | | $30.60 | 11/21/2029 | | | | | | | NQSOs | 25,140 | — | | $16.28 | 6/30/2030 | | | | | | | NQSOs | 31,027 | — | | $20.41 | 9/4/2030 | | | | | | | NQSOs | 8,354 | 4,179 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 2,446 | 7,341 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | — | 10,012 | | $28.05 | 11/27/2033 | | | | | | | NQSOs | — | 33,093 | | $28.96 | 1/16/2034 | | | | | | | PSUs(3) | | | | | | | | 64,148 | $2,465,861 | | | RSUs(4) | | | | | | 21,489 | $826,026 | | | | Bruno | NQSOs | 49,793 | — | | $23.55 | 11/20/2025 | | | | | | | NQSOs | 78,689 | — | | $24.58 | 11/18/2026 | | | | | | | NQSOs | 57,060 | — | | $29.38 | 11/16/2027 | | | | | | | NQSOs | 74,653 | — | | $26.50 | 11/15/2028 | | | | | | | NQSOs | 65,764 | — | | $30.60 | 11/21/2029 | | | | | | | NQSOs | 10,996 | — | | $30.46 | 12/4/2029 | | | | | | | NQSOs | 135,741 | — | | $20.41 | 9/4/2030 | | | | | | | NQSOs | 40,820 | 20,412 | | $25.24 | 9/4/2030 | | | | | | | NQSOs | 53,044 | 26,526 | | $32.45 | 9/4/2030 | | | | | | | NQSOs | 67,290 | 33,649 | | $39.66 | 9/4/2030 | | | | | | | NQSOs | 83,748 | 41,876 | | $46.87 | 9/4/2030 | | | | | | | NQSOs | 102,390 | 51,197 | | $54.08 | 9/4/2030 | | | | | | | NQSOs | 123,774 | 61,887 | | $61.29 | 9/4/2030 | | | | | | | NQSOs | 38,640 | 19,322 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 11,315 | 33,951 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | — | 50,060 | | $28.05 | 11/27/2033 | | | | | | | PSUs(3) | | | | | | | | 137,371 | $5,280,559 | | | RSUs(4) | | | | | | 29,021 | $1,115,584 | | |

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  107. Outstanding Equity Awards at 2024 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 | 7,909 | — | | $23.55 | 11/20/2025 | | | | | | | NQSOs | 8,852 | — | | $24.58 | 11/18/2026 | | | | | | | NQSOs | 9,511 | — | | $29.38 | 11/16/2027 | | | | | | | NQSOs | 6,719 | — | | $26.50 | 11/15/2028 | | | | | | | NQSOs | 32,607 | — | | $22.06 | 3/4/2029 | | | | | | | NQSOs | 28,458 | — | | $27.16 | 8/8/2029 | | | | | | | NQSOs | 65,764 | — | | $30.60 | 11/21/2029 | | | | | | | NQSOs | 116,350 | — | | $20.41 | 9/4/2030 | | | | | | | NQSOs | 30,615 | 15,309 | | $25.24 | 9/4/2030 | | | | | | | NQSOs | 39,784 | 19,893 | | $32.45 | 9/4/2030 | | | | | | | NQSOs | 50,468 | 25,236 | | $39.66 | 9/4/2030 | | | | | | | NQSOs | 62,812 | 31,406 | | $46.87 | 9/4/2030 | | | | | | | NQSOs | 76,793 | 38,397 | | $54.08 | 9/4/2030 | | | | | | | NQSOs | 92,830 | 46,416 | | $61.29 | 9/4/2030 | | | | | | | NQSOs | 31,328 | 15,668 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 9,175 | 27,527 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | — | 43,802 | | $28.05 | 11/27/2033 | | | | | | | PSUs(3) | | | | | | | | 116,019 | $4,459,767 | | | RSUs(4) | | | | | | 24,458 | $940,172 | | | | Charpentier | NQSOs | 22,424 | — | | $25.41 | 9/1/2031 | | | | | | | NQSOs | 8,354 | 4,179 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 2,446 | 7,341 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | 6,160 | 18,482 | | $31.69 | 1/6/2033 | | | | | | | NQSOs | — | 43,802 | | $28.05 | 11/27/2033 | | | | | | | PSUs(3) | | | | | | | | 107,060 | $4,115,403 | | | RSUs(4) | | | | | | 24,256 | $932,395 | | | | Ondrof | NQSOs | 63,646 | — | | $31.42 | 1/7/2030 | | | | | | | NQSOs | 51,712 | — | | $20.41 | 9/4/2030 | | | | | | | NQSOs | 40,820 | 20,412 | | $25.24 | 9/4/2030 | | | | | | | NQSOs | 26,522 | 26,526 | | $32.45 | 9/4/2030 | | | | | | | NQSOs | 67,290 | 33,649 | | $39.66 | 9/4/2030 | | | | | | | NQSOs | 83,748 | 41,876 | | $46.87 | 9/4/2030 | | | | | | | NQSOs | 102,390 | 51,197 | | $54.08 | 9/4/2030 | | | | | | | NQSOs | 123,774 | 61,887 | | $61.29 | 9/4/2030 | | | | | | | NQSOs | 41,772 | 20,889 | | $26.60 | 11/18/2031 | | | | | | | NQSOs | 12,233 | 36,703 | | $29.06 | 11/17/2032 | | | | | | | NQSOs | — | 50,060 | | $28.05 | 11/27/2033 | | | | | | | PSUs(3) | | | | | | | | 142,660 | $5,483,831 | | | RSUs(4) | | | | | | 30,205 | $1,161,071 | | |

  108. Outstanding Equity Awards at 2024 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 $20.41 (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 $25.24—$61.29, 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 $26.60 (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)Performance Stock Units granted in fiscal 2023 and fiscal 2024 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 Relative TSR (rTSR) (a 2-year period with respect to the PSUs granted in fiscal 2023 and a 3-year period with respect to the PSUs granted in fiscal 2024) weighted 40%. The awards vest between 50% and 200% of target amount based on actual performance during the

  109. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 51 |

  110. Outstanding Equity Awards at 2024 Fiscal Year-End

    performance periods, assuming the threshold performance requirement is met. All PSUs granted in fiscal 2023 and fiscal 2024 will vest at the end of fiscal 2026 and fiscal 2027 respectively, 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:

  111. Outstanding Equity Awards at 2024 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 | 11/17/2022 | 167,391 | 334,782 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 171,417 | 342,833 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | Tarangelo | 11/17/2022 | 4,230 | 8,460 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 4,331 | 8,663 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | | 1/16/2024 | 23,512 | 47,025 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | Bruno | 11/17/2022 | 32,598 | 65,195 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 36,088 | 72,176 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | Harrington | 11/17/2022 | 26,432 | 52,864 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 31,577 | 63,155 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | Charpentier | 11/17/2022 | 4,230 | 8,460 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 1/6/2023 | 17,723 | 35,445 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 31,577 | 63,155 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 | | Ondrof | 11/17/2022 | 35,242 | 70,484 | ARG, EPS, ROIC, rTSR | 10/3/2025 | 10/2/2026 | | | 11/27/2023 | 36,088 | 72,176 | ARG, EPS, ROIC, rTSR | 10/2/2026 | 10/1/2027 |

  112. Outstanding Equity Awards at 2024 Fiscal Year-End

    (4)The Restricted Stock Units awarded to Mr. Zillmer on August 15, 2024 will vest on the earlier to occur of: (i) the third anniversary of the date of grant and (ii) the date that is six months following the Succession Date (or such earlier date following the Succession Date as may be determined by the Board in its sole discretion), subject to Mr. Zillmer’s continued employment with the Company through such vesting date. The RSUs also provide for accelerated vesting in the event of certain qualifying termination of employment events (not including Mr. Zillmer’s voluntary retirement). The remaining RSUs 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:

  113. Outstanding Equity Awards at 2024 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 | 11/18/2021 | 24,681 | Harrington | 11/18/2021 | 3,896 | | | 11/17/2022 | 50,219 | | 11/17/2022 | 7,931 | | | 11/17/2023 | 68,567 | | 11/27/2023 | 12,631 | | | 8/15/2024 | 140,976 | Charpentier | 11/18/2021 | 2,078 | | Tarangelo | 11/18/2021 | 2,078 | | 11/17/2022 | 4,230 | | | 11/17/2022 | 4,230 | | 1/6/2023 | 5,317 | | | 11/27/2023 | 5,775 | | 11/27/2023 | 12,631 | | | 1/16/2024 | 9,405 | Ondrof | 11/18/2021 | 5,196 | | Bruno | 11/18/2021 | 4,806 | | 11/17/2022 | 10,573 | | | 11/17/2022 | 9,779 | | 11/27/2023 | 14,436 | | | 11/27/2023 | 14,436 | | | |

  114. Outstanding Equity Awards at 2024 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. The number of options forfeited do not reflect the post-Separation adjustments as they were not outstanding at the time of the Separation.

  115. Outstanding Equity Awards at 2024 Fiscal Year-End

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  116. Option Exercises and Stock Vested Table for Fiscal Year 2024

    Option Exercises and Stock Vested Table for Fiscal Year 2024 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 2024.

  117. Option Exercises and Stock Vested Table for Fiscal Year 2024

    | 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 | — | $— | 270,758 | $9,746,213 | | Tarangelo | 7,770 | $85,859 | 12,835 | $426,075 | | Bruno | 102,287 | $1,020,281 | 52,565 | $1,893,663 | | Harrington | 17,658 | $181,653 | 42,759 | $1,539,121 | | Charpentier | — | $— | 13,859 | $471,424 | | Ondrof | 151,158 | $1,756,818 | 56,925 | $2,050,960 |

  118. Option Exercises and Stock Vested Table for Fiscal Year 2024

    (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 and performance stock units that have vested during the fiscal year. For restricted stock units and performance stock units, the number of shares acquired on vesting includes dividend equivalents. (3)For each named executive officer, shares actually delivered upon vesting of stock awards were net of amounts withheld related to taxes.

  119. Pension Benefits for Fiscal 2024

    Pension Benefits for Fiscal 2024 No named executive officer participated in a pension benefit plan during fiscal 2024.

  120. Non-Qualified Deferred Compensation for Fiscal Year 2024

    Non-Qualified Deferred Compensation for Fiscal Year 2024 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.

  121. Non-Qualified Deferred Compensation for Fiscal Year 2024

    | 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 | — | — | — | — | — | | Tarangelo | | | | | | | 2007 SIRP | 37,766 | 11,500 | 56,376 | — | 926,081 | | Bruno | | | | | | | 2007 SIRP | 49,996 | 11,500 | 110,023 | — | 1,783,834 | | Harrington | | | | | | | 2007 SIRP | 39,773 | 11,500 | 40,998 | — | 684,097 | | Charpentier | | | | | | | 2007 SIRP | 138,558 | 11,500 | 15,633 | (269,380) | 276,443 | | Ondrof | | | | | | | 2007 SIRP | — | — | — | — | — |

  122. Non-Qualified Deferred Compensation for Fiscal Year 2024

    (1)All amounts in this column were deferred under the 2007 Savings Incentive Retirement Plan during fiscal 2024; 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 2024, which were made in November 2024. 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. Tarangelo $5,946 Mr. Bruno, $11,604, for Ms. Harrington, $4,324 and for Ms. Charpentier, $1,649. (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, $216,755, for Ms. Harrington, $155,286, for the last two fiscal years for Ms. Charpentier, $253,733, and for the last fiscal year for Mr. Tarangelo, $55,212.

  123. Non-Qualified Deferred Compensation for Fiscal Year 2024

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  124. Non-Qualified Deferred Compensation for Fiscal Year 2024

    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 6.63% beginning January 1, 2024. From October 1, 2023 until December 31, 2023, we credited amounts deferred with an interest rate equal to 6.26%. 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 ($23,000 for fiscal 2024). 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 2024, 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, 2025, based on the Moody’s Long Term Corporate Baa Bond Index rate for October 2024 which is 5.63%.

  125. 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 2024 (the “CEO pay ratio”). As described in this proxy statement, Mr. Zillmer served as our CEO for the entirety of fiscal 2024. The Company believes this ratio is a reasonable estimate, calculated as described below.

  126. CEO Pay Ratio

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  127. CEO Pay Ratio

    Measurement Date We are required to select a new median employee at least once every three years, and this year marks the end of our three-year cycle. We identified our median employee for purposes of our pay ratio disclosure for fiscal 2024 by annualizing (where applicable) fiscal 2024 base cash compensation for our full-time and part-time employees (other than CEO) globally who were employed on June 29, 2024, the first day of our 4th fiscal quarter. As of September 27, 2024, we employed approximately 266,680 employees globally. 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 7,837 employees in Mexico, Czech Republic, Argentina, Republic of Korea, Belgium, Denmark, Luxembourg, and Netherlands who were excluded using the de minimis exemption allowed by applicable SEC rules. The excluded employees represent less than 5% of our total global population of 255,690 as of June 29, 2024 consisting of 132,938 U.S. employees and 122,752 non-U.S. employees. Findings Using this methodology, we identified our median employee in fiscal 2024 as a full-time food service worker working in the U.S. This employee worked the entirety of fiscal 2024 with the Company. We then calculated the fiscal 2024 total annual compensation of our median employee to be $16,829 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 2024 in the Summary Compensation Table is $18,744,218. Based on these calculations, the CEO pay ratio for fiscal 2024 was 1,114 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.

  128. CEO Pay Ratio

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  129. 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 four 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, 2023 and 2024. Note that for our NEOs other than our CEO, compensation is reported as an average.

  130. 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) | | 2024 | $18,744,218 | $24,208,524 | $3,037,579 | $3,634,399 | $193 | $134 | $263 | $882 | | 2023 | $12,730,832 | $17,561,749 | $2,798,131 | $3,801,667 | $126 | $99 | $674 | $1,035 | | 2022 | $13,324,828 | $11,476,028 | $3,159,511 | $2,767,923 | $113 | $85 | $194 | $780 | | 2021 | $5,051,719 | $17,205,619 | $1,657,932 | $4,986,026 | $130 | $121 | $(92) | $292 |

  131. PAY VERSUS PERFORMANCE ("PvP")

    (1)Mr. Zillmer served as CEO in 2021, 2022, 2023 and 2024. (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 3.2024: Messrs. Ondrof, Bruno and Tarangelo 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; severance and other charges; 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.

  132. 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)

  133. Relationship of Compensation Actually Paid and Performance Measures

    | 64 | |

  134. Relationship of Compensation Actually Paid and Performance Measures

    Compensation Actually Paid (CAP) vs. Adjusted Operating Income

  135. Relationship of Compensation Actually Paid and Performance Measures

    | | 65 |

  136. 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. We use Adjusted Revenue (Organic), Adjusted Operating Income (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 or net cash provided by operating activities of continuing operations, determined in accordance with GAAP. Adjusted Revenue (Organic), Adjusted Operating Income, 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-1 |