DEF 14A of US Foods Holding Corp., Apr 2, 2024

DEF 14A of US Foods Holding Corp.

Filed Apr 2, 2024 · FY20230001665918-24-000083

Open on EDGAR

  1. TABLE OF CONTENTS

    | Proxy Summary | | 1 | | Proposal 1: Election of Directors | | 8 | | Corporate Governance | | 16 | | Director Compensation | | 29 | | Proposal 2: Advisory Vote on Executive Compensation | | 32 | | Compensation Discussion and Analysis | | 33 | | Compensation and Human Capital Committee Report | | 51 | | Executive Compensation | | 52 | | Pay Versus Performance | | 64 | | Proposal 3: Approval of an Amendment to the Employee Stock Purchase Plan | | 67 | | Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | | 71 | | Audit Committee Report | | 72 | | Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers | | 73 | | About the Annual Meeting | | 76 | | Other Matters | | 82 | | Appendix A — Non-GAAP Financial Measures | | A-1 | | Appendix B — Amended and Restated Employee Stock Purchase Plan | | B-1 |

  2. ABOUT US FOODS

    | 2023 Base Salary Highlights. No annual merit-based salary increases were provided to our executive officers in fiscal year 2023. Mr. Locascio, Mr. Tonnison, and Mr. Guberman were granted base salary increases in March 2023 to align their respective compensation levels to competitive market practices. 2023 Long-Term Equity Incentive Plan (“LTIP”) Highlights. Our 2023 LTIP equity grants consisted of a mix of time-based restricted stock units (“RSUs”) (50%) and performance-based RSUs (“PRSUs”) (50%). The 2023 PRSUs are subject to performance goals related to Adjusted EBITDA growth rate (70%) and Return on Invested Capital (“ROIC”) (30%). These performance metrics are directly linked to our long-term growth strategy, which we believe will drive shareholder value. Due to difficulty in establishing a single target annual growth rate for Adjusted EBITDA and ROIC for the 2023-2025 performance period, the 2023 PRSUs consist of different growth targets for each year in the three-year performance period (2023, 2024, and 2025). The ultimate vesting and payout at the end of the 2023-2025 performance period will be determined by a simple average of each year’s payout percentages. | 2023 Annual Incentive Plan (“AIP”) Highlights. In fiscal year 2023, our AIP performance goals were designed to highlight the Company’s need for continued top line growth and cost control, while sending a strong signal to the entire organization that operational improvements would be critical to the achievement of our long-range plan. Specifically, while maintaining the primary metric of Adjusted EBITDA (80%), the Compensation and Human Capital Committee replaced the secondary metric of local and national share improvement with a secondary metric based on improvement to our distribution cost per case (20%), calculated based on the Company’s variable and fixed costs excluding fuel (“Distribution Cost Per Case”). The Compensation and Human Capital Committee retained discretion to reduce or eliminate AIP bonus payments if, regardless of achievement against the performance metrics, the Company’s financial performance did not warrant such payments. Leadership Transition and Related Compensation Arrangements. In connection with Mr. Flitman’s appointment as CEO, we entered into compensation arrangements with Mr. Flitman. We also modified compensation arrangements with Mr. Iacobucci and Mr. Locascio, in order to compensate Mr. Iacobucci and Mr. Locascio for leadership and performance during a period of transition, and to ensure compensation aligned to their respective roles and tenure at the Company. |

  3. ABOUT US FOODS

    IMPORTANT DATES FOR 2025 ANNUAL MEETING

  4. ABOUT US FOODS

    | Deadline to include stockholder proposals in our Proxy Statement On or before December 3, 2024 | Period to submit stockholder proposals not included in our Proxy Statement Between January 15, 2025 and February 14, 2025 | Period for stockholders to nominate director candidates for election Between January 15, 2025 and February 14, 2025 |

  5. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 7 |

  6. ABOUT US FOODS

    | PROPOSAL 1 | ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board. The Board is currently comprised of 11 directors, 10 of whom are independent under the corporate governance standards of the NYSE. All of our directors are subject to annual election. James J. Barber, Jr. and David A. Toy were not nominated to stand for election by the Board at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated nine individuals to serve for one-year terms until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified (or their earlier death, resignation, retirement, disqualification, or removal). Proxies solicited by the Board will be exercised for the election of each of the following nine nominees: Cheryl A. Bachelder, Robert M. Dutkowsky, David E. Flitman, Marla Gottschalk, Sunil Gupta, Carl Andrew Pforzheimer, Quentin Roach, David M. Tehle, and Ann E. Ziegler, unless you vote “against” one or more of the nominees or elect to abstain from voting | | | | | The Board of Directors recommends a VOTE FOR each of the Board’s director nominees on the proxy card. | |

  7. ABOUT US FOODS

    | 8 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  8. ABOUT US FOODS

    SKILLS, EXPERIENCE, AND COMMITMENT TO DIVERSITY US Foods is proactive in seeking to ensure that its Board possesses, in the aggregate, the strategic, managerial, and financial skills and experience necessary to fulfill its duties and to achieve its objectives, while at the same time seeking to ensure that the Board is comprised of directors who have broad and diverse backgrounds, perspectives and experiences. The Board believes that a diverse Board is best able to effectively oversee our management and strategy and position US Foods to deliver long-term value for our stockholders. The Board actively seeks highly qualified individuals with varying backgrounds, expertise and experiences including individuals from underrepresented groups, as well as non-traditional backgrounds as part of its director search process. Additionally, with the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity. We believe the current composition of the Board reflects a directorship with differentiated professional backgrounds and personal characteristics, who combine a broad spectrum of experience and expertise with a reputation for integrity. Our Board is currently comprised of current and former chief executive officers, former chief financial officers, a current chief procurement officer, private equity investors, and a tenured business school professor. In the past two years, we have refreshed our Board positions with two new independent directors and, in the process, added diverse directors. Currently, three of our directors self-identify as female and two of our directors self-identify as racially or ethnically diverse. Our Corporate Governance Guidelines provide that individuals will be considered for nomination to the Board based on their business and professional experience, judgment, sexual orientation, gender or gender identity, race and ethnicity, skills, background, and other unique characteristics as the Board deems appropriate. Accordingly, the Board is committed to actively seeking out highly qualified women and individuals from underrepresented groups as well as candidates with diverse or non-traditional backgrounds, skills, and experiences as part of the director search process. Director candidates are required to demonstrate a reputation for integrity, strong values, discipline, high ethical standards, a commitment to full participation on the Board and its Committees, and relevant career experience, along with other skills and characteristics that meet the current needs of the Board. In selecting directors to our Board, the Nominating and Corporate Governance Committee and the Board consider whether candidates meet applicable independence standards where appropriate and evaluate any potential conflicts of interest with respect to each candidate. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. If a director nominee should become unavailable to serve at the time of the Annual Meeting, shares of Common Stock represented by proxy may be voted for the election of a substitute nominee to be designated by the Board. Alternatively, in lieu of designating a substitute, the Board may reduce the size of the Board accordingly.

  9. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 9 |

  10. ABOUT US FOODS

    BACKGROUND AND EXPERIENCE OF DIRECTORS The professional background and experience of each of the Company’s director nominees is provided below. We believe that our director nominees collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. Nine nominees for election as directors with a term expiring at the 2025 Annual Meeting, to be elected by the holders of our Common Stock.

  11. ABOUT US FOODS

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NINE DIRECTOR NOMINEES. |

  12. ABOUT US FOODS

    | Cheryl A. Bachelder | | Robert M. Dutkowsky | | | INDEPENDENT | | INDEPENDENT | | | Age: 67 Director since: 2018 Committees: Compensation and Human Capital (Chair) Executive | Other Current Public Company Directorships: None Past Public Company Directorships: Pier 1 Imports, Inc. | Age: 69 Director since: 2017 Committees: Executive (Chair) Other Current Public Company Directorships: Raymond James Financial, Inc. The Hershey Company | Past Public Company Directorships: Pitney Bowes Inc. (Non-Executive Chair) Tech Data Corporation (Chairman) | | Ms. Bachelder is the retired Chief Executive Officer of Popeyes Louisiana Kitchen, Inc., a multinational restaurant operator and franchisor, serving in this role from October 2007 to March 2017, and Interim Chief Executive Officer of Pier 1 Imports, Inc., a home furnishings and decor retailer, serving in this role from December 2018 to November 2019. Pier 1 Imports filed for Chapter 11 bankruptcy in February 2020. Prior to her role with Popeyes and Pier 1 Imports, Ms. Bachelder served as President and Chief Concept Officer of KFC restaurants, a division of Yum! Brands, Inc. Ms. Bachelder’s earlier career included brand leadership roles at Domino’s Pizza, RJR Nabisco, Gillette, and Procter & Gamble. Ms. Bachelder currently serves on the board of directors, as Lead Director, of Chick-fil-A, Inc., a family-owned and privately held restaurant chain. | | Mr. Dutkowsky has led our Board as Chair since February 2022, including serving as our Executive Chairman from May 2022 to January 2023. Mr. Dutkowsky is the former Executive Chairman of Tech Data Corporation, a technology distributor, serving in the role from 2018 to 2020. Mr. Dutkowsky previously served as Chief Executive Officer and Chairman of Tech Data from 2017 to 2018 and, prior to that, was Chief Executive Officer of Tech Data from 2006-2016. Prior to joining Tech Data, Mr. Dutkowsky served as President, Chief Executive Officer, and Chairman of the Board of Directors of Egenera, Inc., a software company, from 2004 until 2006; President, Chief Executive Officer, and Chairman of the Board of Directors of J.D. Edwards & Co., Inc., a software company, from 2002 until 2004; and President, Chief Executive Officer, Chairman of the Board of Directors of GenRad, Inc., an electric equipment manufacturer, from 2000 until 2002. Mr. Dutkowsky also served as both Executive Vice President, Markets and Channels from 1997 to 1999 and President, Data General in 1999, at EMC Corporation, a data storage manufacturer. Mr. Dutkowsky began his career at IBM, a technology company, where he served in several senior management positions. | | | Skills and Qualifications: ■Ms. Bachelder is an accomplished executive, with extensive experience in the food industry and a track record of creating strong brand value. ■Her expertise provides valuable insights as US Foods executes on its Great Food. Made Easy.® strategy. ■She is an experienced public company director, with expertise in human capital management, including oversight of incentive compensation. | | Skills and Qualifications: ■Mr. Dutkowsky has substantial senior executive leadership experience. ■He also has substantial experience in distribution, providing valuable governance perspectives based on his experience as a board member and chairman of numerous public and private companies across a wide range of industries. ■He also brings human capital management expertise to the Board, including oversight of incentive compensation. | |

  13. ABOUT US FOODS

    | 10 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  14. ABOUT US FOODS

    | David E. Flitman | | Marla Gottschalk | | | | | INDEPENDENT | | | Age: 59 Director since: 2023 Committees: None Other Current Public Company Directorships: None | Past Public Company Directorships: Veritiv Corporation Builders FirstSource, Inc. BMC Stock Holdings, Inc. | Age: 63 Director since: 2022 Committees: Audit Nominating and Corporate Governance | Other Current Public Company Directorships: Reynolds Consumer Products Inc. Big Lots, Inc. Past Public Company Directorships: Potbelly Corporation | | Mr. Flitman has served as the Chief Executive Officer since January 2023. Prior to joining US Foods, Mr. Flitman was President and Chief Executive Officer of Builders FirstSource, the largest U.S. supplier of building products, prefabricated components, and value-added services with annual revenues of approximately $20 billion, serving from April 2021 to November 2022. Mr. Flitman also served as President and Chief Executive Officer of BMC Stock Holdings, from September 2018 until the merger of the two companies. Prior to BMC, Mr. Flitman served as Executive Vice President of Performance Food Group Company, a family of leading foodservice distributors, and President and Chief Executive Officer of its Performance Foodservice division from January 2015 to September 2018. Prior to Performance Food Group, Mr. Flitman served as Chief Operating Officer and President, USA & Mexico of Univar Corporation, a global chemical distributor, from January 2014 to December 2014 after joining Univar in December 2012 as President USA with additional responsibility for Univar’s Global Supply Chain & Export Services teams. He had also served as Executive Vice President and President, Water and Process Services at Ecolab Inc., the global leader in water, hygiene and energy technologies and services, from November 2011 to September 2012, and previously Senior Executive Vice President of Nalco Holding Company from August 2008 until it was acquired by Ecolab in November 2011. From February 2005 to July 2008, Mr. Flitman served as President of Allegheny Power System, an electric utility that served customers in Pennsylvania, West Virginia, Virginia, and Maryland. Prior to this, Mr. Flitman had nearly 20 years in operational, commercial, and global business leadership positions at DuPont, a science and technology-based company. | | Ms. Gottschalk is the former Chief Executive Officer of The Pampered Chef Ltd., the premiere direct seller of high-quality kitchen and entertaining products, serving in the role from 2006 to 2013. Prior to her role as Chief Executive Officer, Ms. Gottschalk served as President and Chief Operating Officer of The Pampered Chef from 2003 to 2006. Prior to The Pampered Chef, Ms. Gottschalk served in a variety of senior roles at Kraft Foods, one of the largest global food and beverage companies, including as Senior Vice President of Financial Planning and Investor Relations, Executive Vice President and General Manager of the Post Cereal division, and Vice President of Marketing and Strategy of the Kraft Cheese Division. Ms. Gottschalk currently serves as a member of the board of directors of privately held UL Solutions Inc., a global leader in applied safety science delivering testing, inspection, certification and software services, and as a member of the board of directors of two publicly traded companies — Reynolds Consumer Products Inc. and Big Lots, Inc. | | | Skills and Qualifications: ■As an experienced public company CEO, Mr. Flitman brings a wealth of global business leadership experience, executive management skills and extensive commercial distribution experience across multiple industries, including food distribution. ■Mr. Flitman has a proven track record of driving operational excellence, profitable growth, shareholder returns and a people-centric, high-performing culture. | | Skills and Qualifications: ■Ms. Gottschalk is an accomplished executive with more than 25 years of experience in Consumer Products. ■Ms. Gottschalk is a Chartered Professional Accountant and is designated as a financial expert (for Audit Committee purposes). ■Ms. Gottschalk is an experienced public company director. | |

  15. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 11 |

  16. ABOUT US FOODS

    | Sunil Gupta | | Carl Andrew Pforzheimer | | | INDEPENDENT | | INDEPENDENT | | | Age: 65 Director since: 2018 Committees: Nominating and Corporate Governance | Other Current Public Company Directorships: None Past Public Company Directorships: None | Age: 62 Director since: 2017 Committees: Audit Other Current Public Company Directorships: None | Past Public Company Directorships: Tastemaker Acquisition Corp | | Prof. Gupta is the Edward W. Carter Professor of Business Administration at Harvard Business School, serving in the role since 2007. Prof. Gupta currently serves as Co-Chair of the Driving Digital Strategy executive program at Harvard Business School, serving in the role since 2013. Prof. Gupta previously served as the Chair of the General Management Program for senior executives at Harvard Business School from 2013 to 2019 and, prior to that, served as the Chair of Harvard Business School’s Marketing Department from 2008 to 2013. Before joining Harvard Business School, Prof. Gupta held a number of positions at Columbia University’s Graduate School of Business, including serving as the Meyer Feldberg Professor of Business from 2000 to 2006. | | Mr. Pforzheimer is a lecturer at Harvard Business School, where he teaches a course on the restaurant industry. Prior to that, Mr. Pforzheimer was the co-Chief Executive Officer of Tastemaker Acquisition Corp., a special-purpose corporation formed to make investments in the restaurant and hospitality industry. Previously, Mr. Pforzheimer founded Barteca Holdings, LLC, a multi-location restaurant group, where he served as Chief Executive Officer from 1995 until August 2016. Mr. Pforzheimer previously served on the board of directors of Tastemaker Acquisition Corp. from August 2020 until June 2023, and previously served as Chairman of the Board of Directors of Barteca from March 2012 until 2018. Mr. Pforzheimer currently serves, and has served, on the boards of directors of several private restaurant companies throughout the United States, including as Lead Director at Wisely, Inc., a restaurant technology company serving leading fast casual and full-service restaurant chains across the country, until its acquisition by Olo Inc., a leading on-demand commerce platform, at the end of 2021. Mr. Pforzheimer is a member of the Education Policy Committee of the Culinary Institute of America and has also served on the board of directors of the Connecticut Restaurant Association. | | | Skills and Qualifications: ■Prof. Gupta has over 30 years of research, teaching, and consulting experience in marketing and strategy, including over 10 years in digital marketing, and brings expertise in finance and risk assessment to the Board. ■He has a Ph.D. in Marketing from Columbia University. ■Prof. Gupta’s current research is in the area of digital technology and its impact on consumer behavior and firm strategy. | | Skills and Qualifications: ■Mr. Pforzheimer is a successful restaurateur with significant food industry leadership and customer service experience, providing the Board with unique insights into the restaurant and hospitality industries. ■He has substantive experience in sustainability, risk management and human capital management and provides the Board with valuable perspectives in these areas and others based on his executive leadership experience with independent restaurants. ■Mr. Pforzheimer provides our Board with unique insights into the restaurant and hospitality industries. | |

  17. ABOUT US FOODS

    | 12 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  18. ABOUT US FOODS

    | Quentin Roach | | David M. Tehle | | | INDEPENDENT | | INDEPENDENT | | | Age: 57 Director since: 2022 Committees: Compensation and Human Capital | Other Current Public Company Directorships: None Past Public Company Directorships: None | Age: 67 Director since: 2016 Committees: Audit (Chair) Compensation and Human Capital Executive | Other Current Public Company Directorships: National Vision Holdings, Inc. Past Public Company Directorships: Genesco Inc. Jack in the Box Inc. | | Mr. Roach is the Senior Vice President and Chief Procurement Officer at the Estée Lauder Companies, Inc., a leading prestige beauty company with a worldwide reputation for elegance, luxury and superior quality, working across the Global Value Chain (Supply Chain Management and Research and Development) and leading luxury brands to deliver innovation, customer enthusiasm and sustainable value-creation. Previously, Mr. Roach served as Senior Vice President and Chief Procurement Officer at Mondelēz International, Inc., an American multinational confectionery, food, holding, and beverage and snack food company, from 2020-2022, overseeing company-wide expenditures, working capital management, risk mitigation processes, supply chain ESG initiatives, supplier performance management and innovation improvements. Prior to that, he was the Chief Procurement Officer and Senior Vice President of Global Supplier Management and Workplace Enterprise Services at Merck & Co., Inc., a publicly traded pharmaceutical company, serving in the role from 2016-2020, and various other leadership roles at Merck & Co., from 2011-2016, the Senior Vice President and Chief Procurement Officer at Bristol Myers Squibb, a publicly traded pharmaceutical company, serving in the role from 2008 to 2011. From 2002 to 2008, Mr. Roach served in positions of increasing responsibility, including those related to supply chain management, at Bausch & Lomb, Strong Health, Delphi Corporation and General Motors Corporation. | | Mr. Tehle is the retired Executive Vice President and Chief Financial Officer of Dollar General Corporation, a publicly traded retailer, serving in the role from 2004 to 2015 to. Prior to Dollar General, Mr. Tehle was Chief Financial Officer of Haggar Corporation from 1997 to 2004 and held finance positions at several companies, including Ryder System, Inc., a transportation and logistics company, and Texas Instruments Incorporated, a semiconductor design and manufacturing company. Mr. Tehle currently serves on the board of directors of National Vision Holdings, Inc., a publicly traded optical retail company. He previously served on the boards of directors of Genesco, Inc., a publicly traded footwear focused specialty retail company, and Jack in the Box, Inc., a publicly traded quick service burger chain. | | | Skills and Qualifications: ■Mr. Roach has substantial executive leadership experience across a number of industries and sectors. ■He has deep expertise in supplier relationship management, sourcing strategies and material procurement. ■Mr. Roach has extensive knowledge of risk management and business planning to improve organizational growth prospects. | | Skills and Qualifications: ■Mr. Tehle has extensive knowledge of financial reporting, internal controls and procedures, and risk management. He also has experience with human capital management, including compensation oversight. ■He brings significant public company experience to the Board in addition to significant experience as chief financial officer of a public company. Mr. Tehle is designated as a financial expert (for Audit Committee purposes). | |

  19. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 13 |

  20. ABOUT US FOODS

    | Ann E. Ziegler | | | INDEPENDENT | | | Age: 65 Director since: 2018 Committees: Nominating and Corporate Governance (Chair) Executive Other Current Public Company Directorships: Reynolds Consumer Products Inc. Wolters Kluwer N.V. | Past Public Company Directorships: Groupon, Inc. Hanesbrands Inc. | | Ms. Ziegler is the former Senior Vice President and Chief Financial Officer of CDW Corporation, a technology solutions provider, serving in the role from 2008 to 2017. From 2005 until 2008, Ms. Ziegler served as Senior Vice President, Administration and Chief Financial Officer of Sara Lee Food and Beverage, a division of Sara Lee Corporation, a global consumer goods company. From 2003 until 2005, Ms. Ziegler served as Chief Financial Officer of Sara Lee Bakery Group. From 2000 until 2003, Ms. Ziegler served as Senior Vice president, Corporate Development of Sara Lee. Prior to joining Sara Lee, Ms. Ziegler was a corporate attorney at the law firm Skadden, Arps, Slate, Meagher & Flom. Ms. Ziegler has served on the boards of directors of Reynolds Consumer Products Inc., a leading provider of household products and publicly traded company, since 2020, as well as the Supervisory Board of Wolters Kluwer N.V., a global provider of information software and services, since 2017. Ms. Ziegler also serves on the Board of Governors of the Smart Museum of Art of the University of Chicago. Ms. Ziegler previously served on the board of directors of Groupon, Inc., a publicly traded local marketplace company, and Hanesbrands, Inc., a publicly traded apparel company. | | | Skills and Qualifications: ■Ms. Ziegler brings significant executive leadership experience in the food and technology industries. ■She has extensive knowledge of financial reporting, internal controls and procedures, risk management, corporate development, and mergers and acquisitions. ■She brings significant public company experience to the Board, in addition to significant experience as a chief financial officer of a public company. | |

  21. ABOUT US FOODS

    | 14 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  22. ABOUT US FOODS

    DIRECTOR NOMINATING PROCESS The Nominating and Corporate Governance Committee recommends candidates to the Board it believes are qualified and suitable to become members of the Board. The Nominating and Corporate Governance Committee also considers the performance of incumbent directors in determining whether to recommend them for reelection. Recommendations may be received by the Nominating and Corporate Governance Committee from various sources, including current and former directors, a search firm retained by the Nominating and Corporate Governance Committee, stockholders, Company executives, and candidates themselves. In the case of a vacancy on the Board, including a vacancy created by an increase in the size of the Board, the Nominating and Corporate Governance Committee will recommend to the Board an individual to fill the vacancy. STOCKHOLDER NOMINATIONS Stockholders who wish to identify director candidates for consideration by the Nominating and Corporate Governance Committee should write to the address provided in the section entitled “Communications with Our Directors” on page 24. Stockholders may also nominate directors for election to the Board as described in the section entitled “Stockholder Proposals for the 2025 Annual Meeting” on page 82. All submissions should comply with the requirements set forth in our Bylaws. The Nominating and Corporate Governance Committee does not have a separate, formal policy on the consideration of director candidates recommended by stockholders. The Board believes that it is more appropriate to provide the Nominating and Corporate Governance Committee flexibility in evaluating stockholder recommendations. In the event that a director nominee is recommended by a stockholder, the Nominating and Corporate Governance Committee will give due consideration to the director nominee and will use the same criteria used for evaluating individuals nominated by the Board, in addition to considering the information relating to the director nominee provided by the stockholder.

  23. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 15 |

  24. ABOUT US FOODS

    OUR CORPORATE GOVERNANCE PRINCIPLES The Board believes that a commitment to strong corporate governance standards is an essential element of enhancing long-term shareholder value in a sustainable manner. The Board believes that its commitment to good governance is demonstrated in part by the continuous implementation of best governance practices, as highlighted on page 3, that the Board believes are in the best interests of our Company. The Board has adopted policies and processes that foster effective Board and Committee oversight of critical matters including strategy, enterprise risk management, financial and other controls, cybersecurity and data security, compliance and ethics, corporate sustainability, Board diversity and refreshment, and management succession planning. The Board and its Committees regularly review the Company’s governance documents, policies and processes in the context of current governance trends, recognized best practices, and legal and regulatory changes. STRONG TRACK RECORD OF REGULAR GOVERNANCE ENHANCEMENTS Since our initial public offering in 2016, the Company and its Board have demonstrated a commitment to the continuous implementation of best governance practices through the following governance enhancements. The Board continually re-evaluates its corporate governance practices against peers, and receives and reviews feedback from our stockholders regarding our governance practices.

  25. ABOUT US FOODS

    | Regular enhancements since our initial public offering demonstrate the Board’s commitment to the continuous implementation of corporate governance best practices | | | | | | 2023 | ✓ | KKR exit transaction resulted in the elimination of multiple classes of stock through cancellation of Series A Preferred Stock | | | | ✓ | KKR exit transaction resulted in the restoration of the right of common stockholders to elect all directors | | | 2022 | ✓ | Separated Chair / CEO roles | | | | ✓ | Refreshed three of four committee chairs and rotated Committee assignments | | | | ✓ | Expanded Compensation and Human Capital Committee charter to capture its human capital oversight responsibilities | | | IPO through 2021 | ✓ | Expanded Nominating and Corporate Governance Committee Charter to reflect oversight of corporate sustainability strategies | | | | ✓ | Added directors and refreshed membership of Audit, Nominating and Corporate Governance, and Compensation and Human Capital Committees | | | | ✓ | Removed supermajority vote standard to remove directors and amend Charter and Bylaws | | | | ✓ | Adopted majority vote standard in uncontested director elections with director resignation policy | | | | ✓ | Appointed Lead Independent Director |

  26. ABOUT US FOODS

    | 16 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  27. ABOUT US FOODS

    SEPARATE CEO AND NON-EXECUTIVE CHAIR ROLES The Board separates the roles of Chief Executive Officer and Non-Executive Chair of the Board. On January 5, 2023, Mr. Flitman commenced his role as our Chief Executive Officer and as a member of the Board. Concurrently, Mr. Dutkowsky resumed his position as our Non-Executive Chair of the Board.

  28. ABOUT US FOODS

    | David E. Flitman | | Robert M. Dutkowsky | | | As Chief Executive Officer, Mr. Flitman: ■Determines the strategic direction for the Company ■Leads the development of the Company’s short- and long-term plans ■Sets meaningful and measurable operating and strategic goals for the Company ■Focuses on execution of the Company’s goals ■Establishes a strong performance culture ■Develops our organizational structure, operating model, and management succession plans ■Provides day-to-day leadership over operations ■Supplies the Board with regular updates on key issues, status of operations, and business developments ■Sets the “tone at the top” | | As Non-Executive Chair of the Board, Mr. Dutkowsky: ■Confers with the CEO on the Company’s strategy and long-term plan ■Serves as a liaison between management and the Board ■Presides over Board meetings and facilitates leadership ■Sets the Board’s schedule and prioritizes areas of focus ■Directs stockholder engagement and leads governance matters ■Provides management with feedback regarding information that is necessary for the independent directors to effectively perform their duties ■Leads the Board’s annual review of the CEO’s performance ■Serves as Chair of Executive Committee | |

  29. ABOUT US FOODS

    The Board believes this allocation of responsibilities provides a clear and efficient leadership structure for the Company.

  30. ABOUT US FOODS

    | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT | 17 |

  31. ABOUT US FOODS

    MEETINGS OF THE BOARD AND ITS COMMITTEES

  32. ABOUT US FOODS

    | 4 Meetings of the Board held in fiscal year 2023 | Each director attended at least 75% of all meetings of the Board and the Committees on which he or she served during fiscal year 2023. |

  33. ABOUT US FOODS

    | Committee Membership* | Audit | Compensation and Human Capital | Nominating and Corporate Governance | Executive | | Cheryl A. Bachelder | | C | | ✓ | | James J. Barber, Jr. | | ✓ | | | | Robert M. Dutkowsky | | | | C | | David E. Flitman | | | | | | Marla Gottschalk | ✓ | | ✓ | | | Sunil Gupta | | | ✓ | | | Carl Andrew Pforzheimer | ✓ | | | | | Quentin Roach | | ✓ | | | | David M. Tehle | C | ✓ | | ✓ | | David A. Toy | ✓ | | | | | Ann E. Ziegler | | | C | ✓ |

  34. ABOUT US FOODS

    C Denotes Committee Chair *Reflects committee membership as of the date of this Proxy Statement. Court D. Carruthers previously served on the Compensation and Human Capital Committee until May 18, 2023, but was not nominated to stand for re-election at our 2023 annual meeting. Prior to his resignation on May 26, 2023, Nathaniel H. Taylor did not serve on any committees of the Board during fiscal year 2023. Scott D. Ferguson previously served on the Nominating and Corporate Governance Committee and the Executive Committee until his resignation on February 28, 2024.

  35. ABOUT US FOODS

    | AUDIT COMMITTEE | Members: Ms. Gottschalk Mr. Pforzheimer Mr. Tehle (Chair) Mr. Toy | Meetings held in 2023: 4 | | Principal Roles and Responsibilities: ■Oversees the quality and integrity of the Company’s financial statements ■Reviews the Company’s compliance with legal and regulatory requirements ■Monitors the Company’s ethics and compliance function ■Determines the qualifications, independence, and performance of the Company’s independent auditors ■Assesses the performance of the Company’s internal audit function and the adequacy of the Company’s internal controls ■Manages the Company’s enterprise risk management program, with primary responsibility for oversight of the Company’s enterprise risk management, assessment, practices, and procedures (including with respect to cybersecurity risk and data security) The Board has determined that (i) each Audit Committee member qualifies as independent under rules and standards promulgated by the NYSE and SEC; (ii) each Audit Committee member is “financially literate” as required by the corporate governance standards promulgated by the NYSE; and (ii) each of Mr. Tehle, Mr. Toy, and Ms. Gottschalk are “audit committee financial experts,” within the meaning of the regulations promulgated by the SEC. | | |

  36. ABOUT US FOODS

    | 18 | US FOODS HOLDING CORP. | 2024 PROXY STATEMENT |

  37. ABOUT US FOODS

    | COMPENSATION AND HUMAN CAPITAL COMMITTEE | Members: Ms. Bachelder (Chair) Mr. Barber Mr. Roach Mr. Tehle | Meetings held in 2023: 5 | | Principal Roles and Responsibilities: ■Establishes and monitors the Company’s overall compensation and benefits philosophy ■Maintains and determines the Company’s compliance with key workforce management and human capital policies and practices ■Sets corporate goals and objectives, including annual performance objectives, relevant to the compensation of the CEO and other executive officers ■Evaluates the CEO’s annual performance and approves the CEO’s annual compensation ■Approves annual compensation for other executive officers of the Company (based, in part, on recommendations of the Company’s CEO) ■Approves the design of any benefit plans which pertain exclusively to the Company’s directors or executive officers ■Reviews the Company’s programs, policies, and practices relating to (i) executive development and succession planning; and (ii) cultural beliefs, talent, diversity and inclusion ■Undertakes an annual review and risk assessment of the Company’s compensation policies and practices ■Monitors the independence of the committee’s compensation consultant ■Oversees the preparation of the compensation information, including the Compensation and Human Capital Committee Report, required to be included in our annual proxy statement under the rules promulgated by the SEC Pursuant to the provisions of its charter, the Compensation and Human Capital Committee may delegate to management the authority to approve awards of stock, options, or other forms of award pursuant to the Company’s equity-based plans to participants who are not Section 16 officers. In accordance with the provisions of its charter, the Compensation and Human Capital Committee has delegated to our Chief Human Resources Officer the authority to make one-time grants of RSUs and stock option awards under the provisions of the Company’s 2019 Long-Term Incentive Plan (the “2019 Plan”) to any associate who is not a Section 16 officer of the Company, so long as (i) the aggregate number of shares underlying such awards does not exceed 75,000 shares; and (ii) the specified value of such awards to any single participant does not exceed $200,000 on the grant date or $300,000 in the aggregate during any three-year period. The Board has determined that each member of the Compensation and Human Capital Committee qualifies as independent under rules and standards promulgated by the NYSE and SEC. | | |

  38. ABOUT US FOODS

    RESPONSIVENESS TO STOCKHOLDER FEEDBACK In recent years, we have taken a number of actions based on stockholder feedback to strengthen our corporate governance, compensation and human capital, and corporate sustainability programs and related disclosure. For example, in recent years we: ■Refreshed our Committee charters to ensure that the Compensation and Human Capital Committee charter codified its human capital oversight responsibilities and the Nominating and Corporate Governance Committee charter reflected oversight of our corporate sustainability priorities and strategies. ■Declassified our Board, separated the roles of CEO and Chair, removed supermajority vote standards to remove directors, and adopted a majority vote standard in uncontested director elections with a director resignation policy. ■Included additional discussion in our proxy statements regarding our leadership transition, related compensation arrangements, and succession planning. ■Enhanced our disclosure of Board skills and attributes through the inclusion of a skills and attributes matrix in our annual proxy statement. ■Reinstated our practice of awarding PRSUs as part of our LTIP design, with PRSUs comprising 50% of long-term awards. ■Provided enhanced associate gender and ethnic/racial diversity disclosures in our annual corporate sustainability report. ■Significantly improved environmental reporting in our annual corporate sustainability report, including by (i) setting science-based GHG emissions targets and reporting, during fiscal year 2023, our progress against such targets in 2022; (ii) reporting Scope 3 GHG emissions; and (iii) adding quantitative metrics aimed at providing increased transparency on our environmental performance. These examples evidence our continued commitment to remain responsive on a variety of stockholder concerns. Additionally, at our 2023 annual meeting, our stockholders considered a stockholder proposal seeking to have us adopt a policy stating that, in the event of a change in control, only partial or pro-rata accelerated vesting would be permitted for performance-based share awards granted to any senior executive officer of our Company. Though the proposal was not approved by our stockholders, we discussed the proposal during our year-round outreach efforts with several of our institutional stockholders. We discussed our corporate governance and executive compensation practices, including our existing double-trigger vesting practices and our focus of performance orientation and stockholder alignment. We continue to believe that our current executive compensation practices reflect good governance for our stockholders and that our practices remain consistent with companies in our peer group. COMMUNICATIONS WITH OUR DIRECTORS All interested parties, including our stockholders, who wish to contact the Company’s directors may send written correspondence, to the attention of the General Counsel and Corporate Secretary, at the following address:

  39. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION For fiscal year 2023, our director compensation program provided for the following retainer payments: ■Annual Cash Retainer for Board Service. Non-employee directors serving on the Board each receive an annual cash retainer of $100,000, payable quarterly in arrears. ■Annual Cash Retainer for Chair of the Board. The Chair of our Board receives an additional annual cash retainer of $175,000, payable quarter in arrears. ■Annual Cash Retainer for Committee Chairs. The Chair of the Audit Committee receives an additional annual cash retainer of $25,000, while the Chair of the Compensation and Human Capital Committee and the Chair of the Nominating and Corporate Governance Committee each receive an additional annual cash retainer of $20,000. Each additional cash retainer is paid quarterly, in arrears. ■Additional Cash Retainer for Multi-Committee Service. Directors who serve on the Board’s standing Committees (other than the Executive Committee) receive an additional annual payment of $5,000 for each standing Committee beyond their first Committee (excluding the Executive Committee), each of which is paid quarterly in arrears. ■One-time Fee for Executive Committee Members. Members of the Executive Committee are eligible to receive a special, one-time fee of $20,000 for service on the Executive Committee. No such fees were earned in fiscal year 2023. In addition to the cash retainers set forth above, each non-employee director receives an annual equity grant of RSUs, with a grant date value of $160,000, which vests on the earlier of the first anniversary of the grant date and the first annual meeting of stockholders that occurs after the grant date. Our directors are permitted to delay the receipt of shares upon vesting until their departure from the Board, so long as an irrevocable election form is signed by the end of the tax year prior to the grant date. All non-employee directors are entitled to receive reimbursements of expenses for all services as a director, including Committee participation. Reimbursement for non-employee director travel includes airfare, reasonable ground transportation costs, lodging and meal expenses incident to service on the Board or its Committees, subject in each case to the Company’s travel and expense policies. Non-employee directors may also receive reimbursement for the cost of attendance and related travel for continuing education programs in accordance with the Company’s Corporate Governance Guidelines. As an employee of the Company, Mr. Flitman does not receive additional compensation for serving on the Board. Mr. Dutkowsky did not receive Board retainer payments during the period that he served as our Executive Chairman on an interim basis. Nathaniel H. Taylor, who resigned from the Board on May 26, 2023, elected to waive his right to receive compensation for serving on the Board in fiscal year 2023, including any annual cash retainer or RSU grant. COMMITTEE OVERSIGHT OF DIRECTOR COMPENSATION The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding our director compensation. The Nominating and Corporate Governance Committee annually reviews our director compensation practices. In completing its review, the Nominating and Corporate Governance Committee receives assistance from Meridian Compensation Partners LLC. The Board reviews the recommendations of the Nominating and Corporate Governance Committee and determines the form and amount of director compensation. For fiscal year 2023, the Nominating and Corporate Governance Committee did not recommend, and the Board did not implement, any changes to our director compensation program.

  40. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    DIRECTOR STOCK OWNERSHIP GUIDELINES Our stock ownership guidelines, which apply to each of our non-employee directors, provide that each non-employee director is expected to own and retain shares of our Common Stock, vested or unvested restricted stock units, and vested “in-the-money” options with an aggregate value of at least five times the annual cash retainer, or $500,000, within five years of the date the director joins the Board. All applicable non-employee directors were in compliance with (or were on track to be in compliance with) the guidelines at the end of fiscal year 2023. If the ownership target has not been met within the required time period, and until the ownership target is reached, a non-employee director is required to retain 50% of the net shares acquired upon any future vesting of restricted stock units and/or the exercise of stock options, after deducting shares used to pay applicable taxes and/or the exercise price. SUMMARY OF FISCAL YEAR 2023 DIRECTOR COMPENSATION The following table reflects the fees earned by our non-employee directors who were compensated for their service in fiscal year 2023.

  41. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(5)(7) ($) | Option Awards(8) ($) | Total ($) | | Ms. Bachelder | 120,000 | 160,023(6) | — | 280,023 | | Mr. Barber | 100,000 | 160,023(6) | — | 260,023 | | Mr. Carruthers(1) | 37,912 | — | — | 37,912 | | Mr. Dutkowsky(2) | 277,747 | 160,023(6) | — | 437,770 | | Mr. Ferguson(3) | 100,000 | 160,023(6) | — | 260,023 | | Ms. Gottschalk | 105,000 | 160,023(6) | — | 265,023 | | Mr. Gupta | 100,000 | 160,023(6) | — | 260,023 | | Mr. Pforzheimer | 100,000 | 160,023(6) | — | 260,023 | | Mr. Roach | 100,000 | 160,023(6) | — | 260,023 | | Mr. Taylor(4) | — | — | — | — | | Mr. Tehle | 130,000 | 160,023(6) | — | 290,023 | | Mr. Toy | 100,000 | 160,023(6) | — | 260,023 | | Ms. Ziegler | 120,000 | 160,023(6) | — | 280,023 |

  42. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)Mr. Carruthers was not nominated to stand for re-election at our 2023 annual meeting. The above table reflects non-employee director compensation earned by Mr. Carruthers through May 18, 2023. (2)From January 1, 2023 until Mr. Flitman’s appointment as CEO on January 5, 2023, Mr. Dutkowsky served as our Executive Chairman on an interim basis. In connection with his interim service as our Executive Chairman, in fiscal year 2023, Mr. Dutkowsky received cash compensation of $5,769, which reflects annual base pay of $500,000, prorated for the period of Mr. Dutkowsky’s service. While serving in this interim role, Mr. Dutkowsky’s compensation for service as Executive Chairman replaced his standard non-employee director compensation. Effective January 5, 2023, the date on which Mr. Flitman commenced his role as CEO, Mr. Dutkowsky resumed his position as our Non-Executive Chair of the Board. From January 5, 2023 through the remainder of fiscal year 2023, Mr. Dutkowsky received non-employee director compensation in accordance with the Company’s standard non-employee director compensation program. (3)Mr. Ferguson resigned from the Board on February 28, 2024. In connection with Mr. Ferguson’s resignation, Mr. Ferguson forfeited his fiscal year 2023 non-employee director stock award. (4)Mr. Taylor, who resigned from the Board on May 26, 2023, elected to waive his right to receive compensation for serving on the Board in fiscal year 2023, including any annual cash retainer or RSU grant. (5)The amounts reported in this column represent the grant date fair value of the RSUs granted to our non-employee directors in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). (6)On May 18, 2023, each non-employee director (except for Mr. Carruthers, whose service ceased following our annual meeting, and Mr. Taylor, who elected not to receive any compensation for service on the Board) received a grant of 3,885 RSUs, which vest upon the earlier to occur of the first anniversary of the grant date or, for any director who is not re-elected or does not stand for re-election, the Annual Meeting date, subject to the director’s continued service through the vesting date (unless the director’s service was terminated due to death or disability). The value shown was calculated by multiplying the number of RSUs granted by $41.19, the closing price of a share of our Common Stock on the grant date.

  43. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Name | Aggregate RSUs (#) | | Ms. Bachelder | 3,885 | | Mr. Barber | 3,885 | | Mr. Carruthers* | — | | Mr. Dutkowsky | 3,885 | | Mr. Ferguson** | 3,885 | | Ms. Gottschalk | 3,885 | | Mr. Gupta | 3,885 | | Mr. Pforzheimer | 3,885 | | Mr. Roach | 3,885 | | Mr. Taylor*** | — | | Mr. Tehle | 3,885 | | Mr. Toy | 3,885 | | Ms. Ziegler | 3,885 |

  44. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    * Mr. Carruthers’s service with the Board ended on May 18, 2023, and Mr. Carruthers did not receive a fiscal year 2023 grant. ** Mr. Ferguson’s service with the Board ended on February 28, 2024, following his resignation. Mr. Ferguson forfeited the above mentioned RSUs effective as of his resignation. *** Mr. Taylor’s service with the Board ended on May 26, 2023, following his resignation. (8)The following table reflects the aggregate number of outstanding stock options held by each non-employee director at the end of fiscal year 2023. Those non-employee directors who are not listed in the table did not hold any stock options at the end of fiscal year 2023.

  45. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Name | Aggregate Stock Options (#) | | Mr. Tehle | 2,436 |

  46. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Appropriately balance annual and long-term incentive compensation opportunities to align with our goals, priorities, and the creation of shareholder value | Balance risk and reward to encourage sustainable financial performance | Offer fiscally responsible programs that ensure accountability in meeting our performance goals |

  47. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | WHAT WE DO... | | | ✓ | Pay-for-Performance Philosophy. We directly link a substantial portion of our executive officers’ compensation opportunities to our financial and/or stock performance. | | ✓ | Pre-Established Targets. We set our AIP and LTIP goals at the beginning of the applicable performance periods and do not change targets. | | ✓ | Long-Term Performance Targets. As part of our normal cycle, we grant PRSU awards with performance goals over a three-year period. | | ✓ | “Double-trigger” Change in Control (“CIC”) Severance Benefits. We only entitle executive officers to enhanced CIC severance benefits if their employment is terminated by the Company without cause or by the executive officer for good reason within 18 months following a CIC. | | ✓ | Benchmarking. We review external market data when making compensation decisions and generally target compensation opportunities within a competitive range of the median of our peer group. | | ✓ | Stock Ownership Guidelines. We require stock ownership equal to 6x base salary for our CEO and 3x base salary for our other executive officers. | | ✓ | Clawback Policy. We maintain a policy that requires the Company to recover erroneously awarded incentive-based compensation to our executive officers in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. | | ✓ | Independent Compensation Consultant. The Compensation and Human Capital Committee selects and engages its own independent consultant, Meridian Compensation Partners, LLC (“Meridian”). | | ✓ | Annual Say-on-Pay Vote. We provide stockholders with the opportunity to cast an advisory vote on our executive compensation on an annual basis. |

  48. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | WHAT WE DON’T DO... | | | X | No Excessive Perquisites. We do not provide excessive perquisites to our executive officers. | | X | No Uncapped Incentive Compensation Opportunities. Our AIP and LTIP performance-based equity awards have maximum payouts of 150% and 200% of their target levels, respectively. | | X | No Accelerated Vesting of Equity Awards upon CIC. We do not provide for accelerated vesting of LTIP awards upon a CIC, except where awards are not assumed or there is a qualifying termination within 18 months following the CIC. | | X | No Employment Agreements for Defined Terms. We do not have fixed-term employment agreements with any of our executive officers, including our CEO. | | X | No Repricing of Underwater Stock Options. We do not allow repricing of outstanding stock options without stockholder approval. | | X | No Excise Tax Reimbursements or Gross-Ups. We do not reimburse our executive officers for CIC excise taxes or for taxes related to their annual executive allowance or limited perquisites, other than taxes associated with Mr. Flitman’s relocation. | | X | No Supplemental Retirement Benefits. We do not offer supplemental retirement benefit plans to any of our executive officers. | | X | No Stock Hedging. We do not allow our executive officers to engage in hedging transactions involving our stock. | | X | No Stock Pledging. We do not allow our executive officers to engage in pledging transactions involving our stock. |

  49. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    PAY-FOR-PERFORMANCE ALIGNMENT ANNUAL INCENTIVE PLAN As a result of our fiscal year 2023 financial performance, as described in more detail under “Fiscal Year 2023 Annual Incentive Plan Awards” starting on page 46, the following cash awards approximately equal to 106.8% of target were paid to our NEOs under our fiscal year 2023 AIP:

  50. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Named Executive Officer | Fiscal Year 2023 AIP Award ($) | | David E. Flitman | 2,059,939 | | Andrew E. Iacobucci | N/A(1) | | Dirk J. Locascio | 768,216 | | Steven M. Guberman | 590,549 | | John A. Tonnison | 591,566 | | William S. Hancock | 600,014 |

  51. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)Mr. Iacobucci did not receive a 2023 AIP Award payout because he departed from the Company on May 18, 2023. VESTING OF PRIOR PERFORMANCE-BASED AWARDS There were no prior year performance awards that vested based on financial performance during the three-year performance period ended December 30, 2023. In 2021, the Compensation and Human Capital Committee determined that it was not possible to determine meaningful performance goals for a three-year period after recognizing the significant impact of the COVID-19 pandemic on the Company’s business, as well as then-current uncertainty of the ongoing nature and duration of such impact. EMPHASIS ON PERFORMANCE-BASED EQUITY For fiscal year 2023, the Compensation and Human Capital Committee, wishing to incentivize financial performance, determined that one-half of the grant date LTIP value should be awarded in the form of PRSUs and one-half of the grant date LTIP value should be awarded in the form of RSUs. The Compensation and Human Capital Committee did not approve any additional types of equity awards to our NEOs in connection with the fiscal year 2023 LTIP grant. The change in LTIP mix over time (illustrated below) shows our continued emphasis on ensuring that LTIP awards appropriately incentivize achievement of long-term financial goals and link executive pay to our financial performance:

  52. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Considerations | ■Determined based on competitive market data, level of responsibility and retention goals. | | Fiscal Year 2023 Decisions | ■Entered into various compensation arrangements with Mr. Flitman in connection with his appointment as CEO of the Company. ■Modified compensation for Mr. Iacobucci and Mr. Locascio, including by providing Special Retention Awards in the form of RSUs. |

  53. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    ■Conducting an annual compensation risk assessment; and ■Updating the Compensation and Human Capital Committee on emerging best practices and changes in the regulatory and compensation governance environment. Meridian is engaged directly by the Compensation and Human Capital Committee to provide these services. In fiscal year 2023, Meridian did not provide any services to management that were unrelated to executive compensation. In addition, as described in the section entitled “Director Compensation” on page 29, Meridian assists the Nominating and Corporate Governance Committee in the review of our non-employee director compensation program. After evaluating information presented in accordance with the independence considerations set forth in the rules of the NYSE, the Compensation and Human Capital Committee concluded that Meridian was independent. HUMAN RESOURCES DEPARTMENT Our Human Resources Department (“HR”) also works with Meridian to compile benchmarking data (consisting of peer group analysis and supplemental external compensation survey data analysis) and provide recommendations with respect to annual base salary, AIP, and LTIP compensation decisions to the Compensation and Human Capital Committee. As requested by the Compensation and Human Capital Committee, HR works with Meridian to gather and analyze relevant competitive market data and to identify and evaluate various alternatives for features of our executive compensation program. ROLE OF CEO IN DETERMINING EXECUTIVE COMPENSATION Our CEO assists the Compensation and Human Capital Committee by evaluating the performance of our other executive officers and recommending compensation levels based on such performance, experience, and tenure. Our CEO also consults with management regarding recommendations for the Company’s performance goals used in the Company’s AIP and LTIP. In preparing recommendations to the Compensation and Human Capital Committee, our CEO consults benchmarking data and other market surveys from Meridian and HR. Our CEO structures his recommendations to adhere to the principles and objectives described in the section entitled “Philosophy of Our Executive Compensation Program” above. For fiscal year 2023, our annual executive compensation process was led by Mr. Flitman during the first quarter of 2023. Our CEO is not involved in, or present during, discussions of the Compensation and Human Capital Committee or Board related to his own compensation. USE OF COMPETITIVE MARKET DATA We believe our executive compensation program should be competitive with the external market for executive talent. For our executive officers, we generally construct external market comparisons by examining peer group proxy statement data and compensation market survey data. We generally target base salary, AIP target, and LTIP opportunity to be within a competitive range of median for similar executive positions in our peer group. Although the elements of our compensation packages are structured with market practice as a guide, the Compensation and Human Capital Committee believes in the importance of retaining flexibility in structuring our compensation programs and adjusting compensation for the evolving business environment. Annually, the Compensation and Human Capital Committee and Meridian review our peer group to evaluate whether it continues to reflect companies that are similar to us in business, size, and complexity and with which we compete for top executive talent. In selecting our peer group, we: ■Included only publicly-traded U.S. companies and other companies that file periodic reports with the SEC in order to ensure access to data. ■Identified potential peers from the following categories: ■Food distributors;

  54. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    ■Non-food distributors in high-volume/low-margin businesses, such as trading companies and distributors, retail distributors, health care distributors, and technology distributors; ■Food/staples retailers; and ■Food products companies. ■Narrowed the list of potential peers based on comparable revenue and EBITDA margin. PEER GROUP The Compensation and Human Capital Committee approved the following peer group of companies for executive pay and program comparison purposes for fiscal year 2023, which was the same peer group that the Company used for fiscal year 2022. ■Arrow Electronics, Inc. ■Avnet, Inc. ■Campbell Soup Company ■CDW Corporation ■Conagra Brands, Inc. ■Genuine Parts Company ■Henry Schein, Inc. ■The Kraft Heinz Company ■Owens & Minor, Inc. ■Performance Food Group ■TD SYNNEX Corporation ■Sysco Corporation ■Tyson Foods, Inc. ■United Natural Foods, Inc. ■WESCO International, Inc. ■W.W. Grainger, Inc. INTERNAL ANALYSIS IN SETTING COMPENSATION ELEMENTS With respect to annual base salary, AIP awards, and LTIP awards, the Compensation and Human Capital Committee also considers the internal equity of the compensation awarded by using comparisons within the Company based on, among other factors, role, title, tenure, and relative responsibilities. CONSIDERATION OF 2023 SAY-ON-PAY VOTE At our 2023 annual meeting, stockholders continued to show strong support for our executive compensation program, with approximately 85% of the votes cast approving, on an advisory basis, the compensation paid to our NEOs. The Compensation and Human Capital Committee considered this result and the support received in the past (averaging more than 90% of the votes cast for approval of our executive compensation program since 2018). Similar to the prior year, our executive compensation program for fiscal year 2023 continued to emphasize performance and retention-based compensation opportunities designed to incentivize our executive officers to execute our long-range plan and increase long-term stockholder value. We value the perspectives of our stockholders. Past and future advisory votes on executive compensation serve as an additional tool to guide the Compensation and Human Capital Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders by providing the Committee with important information regarding stockholder priorities and their views on competitive market practice.

  55. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | AIP Award | = | Eligible EarningsX | AIP Target PercentageX | Business Performance Factor |

  56. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | LTIP awards are made pursuant to the 2019 Plan which is designed to align our NEOs’ interests with our long-term performance and provide the Company with an important means to recruit, retain, and motivate key personnel. LTIP awards are designed to compensate our NEOs for their long-term commitment to the Company, while motivating sustained increases in our financial performance and stockholder value. Moreover, the LTIP awards create long-term incentive opportunities that are competitive with the opportunities offered by the companies with which we compete for talent. In fiscal year 2023, based on stockholder feedback, proxy advisor expectations and market practice, we continued our practice of including PRSUs as a significant portion of the total 2023 LTIP mix, with PRSUs and RSUs each representing 50% of the total LTIP mix. | |

  57. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    The Compensation and Human Capital Committee set each NEO’s individual LTIP grant date target value based on competitive market data. The number of RSUs and PRSUs underlying the LTIP awards is based on the target value of the LTIP awards and the closing price of our Common Stock on the date of grant. RSUs vest ratably on an annual basis over three years, subject to the NEO’s continued employment through the applicable vesting date. PRSUs fully vest on the third anniversary of the grant date if, and only to the extent that, certain performance goals are achieved during the three-year performance period ending on the last day of the Company’s 2025 fiscal year, subject to the executive’s continued employment with the Company. The performance goals set for the PRSUs are based on a mix of Adjusted EBITDA growth rate and ROIC. Due to difficulty in establishing a single target annual growth rate for Adjusted EBITDA and ROIC for the 2023-2025 performance period, the 2023 PRSUs consist of different growth targets that are set for each year in the three-year performance period (2023, 2024, and 2025). The ultimate payout and vesting at the end of the three-year performance period will be determined by the simple average of the resulting payout percentages based on each year’s performance against that year’s growth rate. PRSUs are earned at between 0% and 200% of the target award amount based on the achievement of the performance goals at the end of the performance period. Leadership Transition and Related Compensation Arrangements CEO COMPENSATION On May 10, 2022, the Company announced that Pietro Satriano would be stepping down as the Company’s then CEO and would not be standing for re-election at the Company’s 2022 annual meeting. While the Board conducted a search for the Company’s new CEO, the Board appointed Mr. Iacobucci as the Company’s interim CEO. Also in May 2022, the Board formed the CEO Search Committee, pursuant to its Cooperation Agreement with Sachem Head, for the purpose of conducting the search for the Company’s permanent CEO. Following an extensive search by the CEO Search Committee, on November 8, 2022, the Company announced the appointment of Mr. Flitman as the Company’s new CEO and a member of the Board, effective January 5, 2023. The compensation package for Mr. Flitman was negotiated primarily by the Chair of the Compensation and Human Capital Committee, with support and input from the members of the CEO Search Committee (which consisted entirely of independent directors including two of the three directors named by Sachem Head pursuant to the Cooperation Agreement) and the Board’s compensation consultant. In arriving at Mr. Flitman’s proposed compensation, the Compensation and Human Capital Committee considered Mr. Flitman’s prior experience as a public company CEO and his proven track record of driving safety, operational excellence, profitable growth, shareholder returns, and a high-performing culture at his prior companies. The Compensation and Human Capital Committee also considered compensation Mr. Flitman would be forfeiting from his prior company when designing a compensation package that would attract Mr. Flitman to join the Company. The Compensation and Human Capital Committee balanced these considerations with a desire to ensure that Mr. Flitman’s total compensation represented a highly performance-

  58. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    based, at-risk mix of compensation. The Compensation and Human Capital Committee arrived at a total annual compensation package that the Committee believes represents appropriate market positioning for an experienced public company CEO, while ensuring appropriate incentivization and retention. Mr. Flitman’s compensation package was recommended by the Compensation and Human Capital Committee to the full Board, and the Board unanimously approved the package prior to Mr. Flitman’s appointment. Mr. Flitman’s fiscal year 2023 target compensation included (i) base salary of $1,300,000, (ii) a target AIP bonus opportunity equal to 150% of his base salary, and (iii) an LTIP award with a target grant date value equal to 555% of his base salary. Each element of Mr. Flitman’s fiscal year 2023 target compensation, as well as his total compensation, was determined based on benchmarking against the Company’s peer group. In addition to Mr. Flitman’s annual compensation, the Board approved one-time, make-whole awards for Mr. Flitman, granted at the time of commencement of Mr. Flitman’s employment with the Company, to account for commensurate cash and equity awards that Mr. Flitman forfeited at his prior employer. Pursuant to such one-time, make-whole grants, Mr. Flitman received the following equity and cash awards. •RSUs with a grant date value of $10,000,000, which vest ratably over a three-year period on each anniversary of the grant date.(1) •PRSUs with a grant date value of $6,000,000, which vest in two equal tranches, as detailed below, subject to Mr. Flitman’s continued employment with the Company through the applicable vesting dates. ◦50% of the PRSUs vest on the second anniversary of the grant date (January 5, 2025), if the stock price for the Company’s Common Stock equals or exceeds $40 per share on any 30 consecutive days during the period between January 5, 2023 and January 5, 2025;(2) and ◦50% of the PRSUs vest on the fourth anniversary of the grant date (January 5, 2027), if the stock price for the Company’s Common Stock equals or exceeds $55 per share on any 30 consecutive days during the period between January 5, 2023 and January 5, 2027. •A cash award of $3,000,000 that was subject to repayment if Mr. Flitman voluntary terminated his employment prior to the six-month anniversary of his start date. In addition, Mr. Flitman is a party to an executive severance agreement with the Company the key terms of which are described beginning on page 49. The chart below provides an overview of Mr. Flitman’s compensation in fiscal year 2023. At the time of grant, over 95% of Mr. Flitman’s total compensation for fiscal year 2023 was either performance-based compensation or compensation granted with a risk of forfeiture. As of the filing of this Proxy Statement, over 66% of Mr. Flitman’s one-time, make-whole awards remain subject to performance criteria or the risk of forfeiture. (1)One third of Mr. Flitman’s RSUs vested on February 6, 2024. (2)The performance criteria for the first tranche of Mr. Flitman’s PRSUs was met on July 14, 2023.

  59. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    SPECIAL RETENTION AWARDS AND BONUS PAYMENT In connection with our leadership transition that occurred in January 2023, for the purposes of (i) compensating Mr. Iacobucci and Mr. Locascio for leadership and performance during a period of transition; and (ii) ensuring compensation aligned to their respective roles and tenure at the Company, the Compensation and Human Capital Committee approved special retention awards for Mr. Iacobucci and Mr. Locascio, in the form of RSUs (the “Special Retention Awards”). The size of these awards, each with a target value of $2,000,000, was determined by the Compensation and Human Capital Committee based on market data. Each Special Retention Award vests ratably on an annual basis over a three-year period, commencing with the first anniversary of the grant date, subject to earlier vesting upon the occurrence of certain events. Mr. Iacobucci forfeited the RSUs granted in connection with the Special Retention Award when he left the Company on May 18, 2023. One third of Mr. Locascio’s Special Retention Award vested on March 27, 2024, and one third will vest on each of March 27, 2025 and March 27, 2026, subject to earlier vesting upon the occurrence of certain events. In addition to the Special Retention Awards, Mr. Locascio also received a cash retention bonus of $1,750,000 on March 31, 2023, which was offered in June 2022 and was conditioned on Mr. Locascio’s continued service through the leadership transition. COMPONENTS OF 2023 EXECUTIVE COMPENSATION PROGRAM For fiscal year 2023, except as otherwise noted below, our NEOs’ compensation primarily consisted of a base salary, an AIP award, and LTIP awards. In addition, Mr. Flitman received special make-whole awards in connection with his appointment as CEO of the Company, Mr. Iacobucci and Mr. Locascio each received a Special Retention Award, and Mr. Locascio received a cash retention bonus. The components of these one-time awards and bonus payments are described in greater detail below. BASE SALARY No annual merit-based salary increases were provided to our NEOs in fiscal year 2023. Mr. Locascio, Mr. Guberman, and Mr. Tonnison were granted base salary increases in March 2023 to align their respective compensation levels to competitive market practices. The following table shows the annual base salary rates that were in effect for fiscal year 2023, as approved by the Compensation and Human Capital Committee:

  60. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Named Executive Officer | Fiscal Year 2023 Eligible Earnings ($) | AIP Target Percentage | Fiscal Year 2023 AIP Target Award ($) | | David E. Flitman(1) | 1,285,753 | 150% | 1,928,630 | | Andrew E. Iacobucci | N/A(2) | 150% | N/A(2) | | Dirk J. Locascio(3) | 719,247 | 100% | 719,247 | | Steven M. Guberman(4) | 565,581 | 100% | 565,581 | | John A. Tonnison(5) | 615,398 | 90% | 553,858 | | William S. Hancock(6) | 575,000 | 100% | 575,000 |

  61. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)Mr. Flitman joined the Company as our CEO on January 5, 2023. Eligible earnings reflect his actual salary earned for fiscal year 2023. (2)As a result of Mr. Iacobucci’s departure from the Company, Mr. Iacobucci’s original fiscal year 2023 eligible earnings of $1,350,000 were reduced to zero and Mr. Iacobucci was not entitled to a fiscal year 2023 AIP award. (3)Mr. Locascio’s base salary was increased from $700,000 to $725,000, effective March 26, 2023. Eligible earnings reflect his blended salary for fiscal year 2023. (4)Mr. Guberman’s base salary was increased from $550,800 to $570,000 and his AIP Target Percentage increased from 90% to 100%, in each case, effective March 26, 2023. Eligible earnings reflect his blended salary for fiscal year 2023, and his Fiscal Year 2023 AIP Target Award reflects his revised AIP Target Percentage. (5)Mr. Tonnison’s base salary was increased from $600,000 to $620,000, effective March 26, 2023. Eligible earnings reflect his blended salary for fiscal year 2023. (6)Mr. Hancock’s AIP Target Percentage was increased from 90% to 100%, effective March 26, 2023. Mr. Hancock’s Fiscal Year 2023 AIP Target Award reflects his revised AIP Target Percentage. Business Performance Factors and Potential Payouts In 2023, our AIP performance goals were designed to highlight the Company’s need for continued top line growth and cost control, while sending a strong signal to the entire organization that operational improvements would be critical to the achievement of our long-range plan. Specifically, while maintaining the primary metric of Adjusted EBITDA, the Compensation and Human Capital Committee replaced the secondary metric of local and national share improvement with a secondary metric based on improvement to our Distribution Cost Per Case. The threshold, target, and maximum goals and unweighted payout percentages for fiscal year 2023 are set forth in the following table:

  62. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Weight | Performance Metric | Threshold (25% Payout) | Target (100% Payout) | Maximum (150% Payout) | | 80% | Adjusted EBITDA(1) | $1.35B | $1.50B | $1.65B | | 20% | Distribution Cost Per Case(2) | -$0.047 | $0.027 | $0.101 |

  63. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)See Appendix A for a reconciliation of this non-GAAP measure. (2)Improvement to Distribution Cost Per Case as compared to fiscal year end 2022. Negative value for threshold amount indicates an increase in Distribution Cost Per Case as compared to fiscal year end 2022, but indicates a significant improvement over prior year-over-year trends. The Compensation and Human Capital Committee believes the threshold and target levels of performance represented challenging but attainable performance, while the maximum level represented extremely challenging and exemplary performance. Prior to application of the relative weightings, the threshold payout percentage for each goal was 25% and the maximum payout percentage was 150%.

  64. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | | | FISCAL YEAR 2023 AIP | | | BUSINESS PERFORMANCE FACTOR PAYOUT | | WEIGHTING | | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (150% Payout) | | | 80% | Adjusted EBITDA(1) | | $1.559B Actual • | | 95.7% | | | | $1.35B | $1.50B | $1.65B | | | 20% | Distribution Cost Per Case(2) | $0.017 Actual • | | | 11.1% | | | | -$0.047 | $0.027 | $0.101 | | | | | 2023 AIP BUSINESS PERFORMANCE FACTOR PAYOUT | | | 106.8% |

  65. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Named Executive Officer | Fiscal Year 2023 AIP Target Award ($) | Fiscal Year 2023 AIP Actual Award ($) | | David E. Flitman | 1,928,630 | 2,059,939 | | Andrew E. Iacobucci | N/A(1) | N/A(1) | | Dirk J. Locascio | 719,247 | 768,216 | | Steven M. Guberman | 565,581 | 590,549 | | John A. Tonnison | 553,858 | 591,566 | | William S. Hancock | 575,000 | 600,014 |

  66. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    FISCAL YEAR 2023 LONG-TERM INCENTIVE PLAN AWARDS For 2023, the Compensation and Human Capital Committee, wishing to incentivize financial performance, determined that one-half of the grant date LTIP value should be awarded in the form of PRSUs and one-half of the grant date LTIP value should be awarded in the form of RSUs. The Compensation and Human Capital Committee did not approve any additional types of equity awards to our NEOs in connection with the 2023 annual LTIP grant. The aggregate grant date value and the number of RSUs and PRSUs that were awarded to our NEOs under the 2023 LTIP, and the vesting conditions attributable to each of the awards, are as follows:

  67. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Named Executive Officer | Fiscal Year 2023 Aggregate Grant Value ($) | Number of RSUs(1) | Number of PRSUs(2) | | David E. Flitman | 7,215,000 | 100,656 | 100,656 | | Andrew E. Iacobucci(3) | 2,250,000 | 31,390 | 31,390 | | Dirk J. Locascio | 2,000,000 | 27,902 | 27,902 | | Steven M. Guberman | 1,350,000 | 18,834 | 18,834 | | John A. Tonnison | 1,200,000 | 16,742 | 16,742 | | William S. Hancock | 1,100,000 | 15,346 | 15,346 |

  68. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)The number of RSUs awarded was calculated by dividing one-half of the grant date value set by the Compensation and Human Capital Committee by the closing price of our Common Stock on the grant date. The RSUs vest in three equal tranches annually on each anniversary of the grant date, generally subject to the NEO’s continued employment through the applicable vesting date. (2)The number of PRSUs awarded was calculated by dividing one-half of the grant date value set by the Compensation and Human Capital Committee by the closing price of our Common Stock on the grant date. The PRSUs vest on the third anniversary of the grant date if, and only to the extent that, certain performance goals are achieved during a three-year performance period ending on the last day of the Company’s 2025 fiscal year, subject to the executive’s continued employment with the Company. (3)As a result of Mr. Iacobucci’s departure from the Company, Mr. Iacobucci forfeited his fiscal year 2023 LTIP grants. SPECIAL RETENTION AWARDS AND BONUS PAYMENT In connection with our leadership transition that occurred in January 2023, the Compensation and Human Capital Committee approved grants of Special Retention Awards for Mr. Iacobucci and Mr. Locascio. The purpose of the Special Retention Awards was to compensate Mr. Iacobucci and Mr. Locascio for leadership and performance during the period of transition and to ensure compensation aligned to their respective roles and tenure at the Company. The aggregate grant value and the number of RSUs underlying the Special Retention Awards granted to Mr. Iacobucci and Mr. Locascio was as follows:

  69. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    | Named Executive Officer | Grant Value ($) | Number of RSUs(1) | | Andrew E. Iacobucci(2) | 2,000,000 | 55,804 | | Dirk J. Locascio(3) | 2,000,000 | 55,804 |

  70. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    (1)The number of RSUs awarded was calculated by dividing the grant date value set by the Compensation and Human Capital Committee by the closing price of our Common Stock on the grant date. (2)As a result of Mr. Iacobucci’s departure from the Company, Mr. Iacobucci forfeited the RSUs granted in connection with the Special Retention Award. (3)One third of Mr. Locascio’s Special Retention Award vested on March 27, 2024. Of the remaining unvested RSUs, one third will vest on each of March 27, 2025 and March 27, 2026, subject to earlier vesting upon the occurrence of certain events. In addition to the Special Retention Awards, Mr. Locascio also received a cash retention bonus of $1,750,000 on March 31, 2023, which was offered in June 2022 and was conditioned on Mr. Locascio’s continued service through the leadership transition.

  71. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    EXECUTIVE SEVERANCE AGREEMENTS All of our executive officers are employed “at will” and have no defined term of employment with us. Each of our executive officers has an executive severance agreement with the Company which provides additional compensation considerations in the event of (i) termination of the executive’s employment by the Company other than for “cause” or (ii) termination of the executive’s employment by the executive with “good reason.” The executive severance agreements are designed to provide standard protections to both the executive officer and the Company and help us to ensure continuity and aid in recruitment and retention. We believe that the severance benefits are reasonable and appropriate to protect our executive officers against circumstances over which they do not have control. The key terms of our executive severance agreements include: ■Severance Benefits. In the event of a qualifying termination and subject to the execution of a release, severance benefits include: (1) accrued and unpaid base salary through the date of termination, (2) a prorated AIP award for the year of termination, (3) salary continuation for 18 months (24 months for Mr. Flitman), (4) a fixed bonus equal to 1.5x (2x for Mr. Flitman) the executive’s then-current AIP target award, payable in equal annual installments over 18 months (24 months for Mr. Flitman), and (5) if the executive timely elects to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), a lump-sum payment equal to the aggregate premium cost for COBRA benefit continuation during the severance period. A change in control of the Company, by itself, does not trigger any severance benefits. In the event of a qualifying termination within 18 months following a change in control of the Company, and subject to the execution of a release, severance benefits include: (1) accrued and unpaid base salary through the date of termination, (2) a prorated AIP award for the year of termination, (3) a lump sum payment equal to 24 months (36 months for Mr. Flitman) of the executive’s annual base salary, (4) a fixed bonus equal to 2x (3x for Mr. Flitman) the executive’s then-current AIP target award, and (5) if the executive timely elects to continue health coverage pursuant to COBRA, a lump-sum payment equal to the aggregate premium costs for COBRA benefit continuation during the severance period. ■Restrictive Covenants. Executive officers are subject to certain non-disclosure, non-competition, non-solicitation, and non-interference covenants. Additionally, executive officers must maintain the confidentiality of, and refrain from disclosing or using, our confidential information at all times and our trade secrets for any period of time during which the information remains a trade secret under applicable law. ■Clawback of Severance Benefits. An executive’s severance benefits are subject to “clawback” if he or she violates any of the above restrictive covenants or if a financial restatement results from fraud attributable to the executive. In addition to recovery of severance compensation pursuant to the foregoing, the Company may be entitled to recoup certain incentive compensation from the executive under our Clawback Policy, as described below. ■No Excise Tax Reimbursements or Gross-Ups. Executive officers are not reimbursed for excise taxes in connection with a change in control of the Company. Further, no gross-ups on any severance benefits are provided to executive officers. RETIREMENT BENEFITS AND OTHER COMPENSATION The only retirement benefits currently provided to our executive officers are (1) those under the US Foods 401(k) Plan (our tax-qualified 401(k) savings plan), which is offered to all eligible associates, and (2) the continued vesting of annual LTIP awards granted beginning in March 2020, provided that the executive has attained age 60 with at least five years of service and the awards have been outstanding for over a year prior to retirement. Mr. Guberman previously accrued benefits under the US Foods, Inc. Defined Benefit Pension Plan and the Alliant Foodservice, Inc. Pension Plan, which have since been consolidated into the US Foods Consolidated Defined Benefit Retirement Plan and are now frozen for all associates except those at a small number of union locations. Consistent with our pay-for-performance philosophy, we limit executive perquisites. Each of our executive officers receives an annual executive allowance, which is intended to defray expenses such as those for financial and legal planning, and professional organization membership. Each of our executive officers also receives a monthly cellular phone allowance. We generally do not reimburse our executive officers for taxes related to their annual executive allowance or their other compensation or benefits. In

  72. US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018 generalcounsel@usfoods.com

    addition to these limited perquisites, pursuant to Mr. Flitman’s offer agreement, the Company agreed to reimburse Mr. Flitman for the costs of Mr. Flitman’s (i) relocation from Dallas, Texas to South Carolina, as well as the taxes associated with such relocation; and (ii) first class commercial air travel between Dallas, Texas (or South Carolina, following his relocation) and the Company’s headquarters. See the notes to the Summary Compensation Table for a description of the limited perquisites provided to our NEOs. CLAWBACK POLICY In accordance with SEC and NYSE rules, the Compensation and Human Capital Committee adopted a policy for the recovery of erroneously awarded compensation, effective December 1, 2023. Pursuant to the policy, the Company is required to recover or “clawback” any erroneously awarded incentive-based compensation to our executive officers in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. This policy applies to all incentive-based compensation received by an executive officer of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement and after the effective date of the policy. STOCK OWNERSHIP POLICY FOR EXECUTIVE OFFICERS Each of our executive officers is required to satisfy certain stock ownership guidelines. These guidelines have been designed to closely align our executive officers’ financial interests with those of our stockholders. The guidelines require equity holdings with a value of six times base salary for our CEO and three times base salary for our executive officers. The following forms of Company equity qualify towards the stock ownership guidelines: (i) common stock owned outright, including restricted stock, vested RSUs, and common stock acquired from the exercise of stock options; (ii) common stock held by an executive officer pursuant to the Company’s Employee Stock Purchase Plan; (iii) unvested RSUs and unvested restricted stock; and (iv) the “in the money” value (i.e., the spread between current stock price and exercise price) of vested but unexercised stock options. An executive officer’s stock ownership also includes equity owned jointly with, or separately, by the individual’s immediate family member(s) (spouse and/or dependent children) and equity held in trust for the individual’s immediate family member(s). Executive officers have five years from their hire or promotion date to reach the applicable guideline. If the ownership target has not been met within the required time period, and until the ownership target is reached, an executive officer is required to retain 50% of the net shares acquired upon any future vesting of RSUs and restricted stock and/or the exercise of stock options, after deducting shares used to pay applicable taxes and/or the exercise price. The Compensation and Human Capital Committee reviews executive stock ownership levels annually for executive officers and ensures compliance where necessary. In evaluating the stock ownership levels of each executive officer, the Company uses the average closing stock price measured over a 30-day period to value stock holdings. The base salary used in the calculation of the stock ownership guidelines is based on the annualized base salary at the time compliance is evaluated. All of our executive officers were in compliance with (or were on track to be in compliance with) the guidelines at the end of fiscal year 2023. Notably, all of our executive officers would still be in compliance with (or on track to be in compliance with) the guidelines if “in the money” vested, but unexercised stock options were not included in the calculation of such executive officer’s stock ownership.

  73. Compensation and Human Capital Committee

    | Name and Principal Position | Year | Salary(3) ($) | Bonus(4) ($) | Stock Awards(5) ($) | Option Awards(5) ($) | Non-Equity Incentive Plan Compensation(6) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(7) ($) | All Other Compensation(8) ($) | Total ($) | | David E. Flitman Chief Executive Officer(1) | 2023 | 1,285,000 | 3,000,000 | 23,215,061 | — | 2,059,939 | — | 324,257 | 29,884,257 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Andrew E. Iacobucci Former Interim Chief Executive Officer; Senior Executive Vice President, Field Operations and Chief Commercial Officer | 2023 | 349,615 | — | 4,250,051 | — | — | — | 28,567 | 4,628,234 | | | 2022 | 826,154 | — | 2,500,079 | — | 1,493,047 | — | 28,953 | 4,848,233 | | | 2021 | 699,531 | — | 2,108,661 | 625,018 | 472,751 | — | 29,160 | 3,935,121 | | Dirk J. Locascio Executive Vice President, Chief Financial Officer | 2023 | 719,231 | 1,750,000 | 4,000,031 | — | 768,216 | — | 32,600 | 7,270,078 | | | 2022 | 656,841 | 250,000 | 1,500,072 | — | 791,465 | — | 31,000 | 3,229,378 | | | 2021 | 576,300 | — | 1,729,939 | 500,018 | 394,850 | — | 30,950 | 3,232,057 | | Steven M. Guberman Executive Vice President, Chief Transformation Officer and Nationally Managed Business | 2023 | 565,569 | — | 1,350,022 | — | 590,549 | 20,738 | 32,000 | 2,558,879 | | | 2022 | 550,800 | — | 1,750,032 | — | 597,522 | — | 31,775 | 2,930,129 | | | 2021 | 550,800 | 100,000 | 1,729,939 | 500,018 | 377,378 | — | 32,983 | 3,291,118 | | John A. Tonnison Executive Vice President, Chief Information and Digital Officer(2) | 2023 | 615,385 | — | 1,200,066 | — | 591,566 | — | 27,200 | 2,434,217 | | | 2022 | 600,000 | — | 2,000,087 | — | 650,895 | — | 27,614 | 3,278,596 | | | — | — | — | — | — | — | — | — | — | | William S. Hancock Executive Vice President Chief Supply Chain Officer(2) | 2023 | 575,000 | — | 1,100,002 | — | 600,014 | — | 31,930 | 2,306,946 | | | 2022 | 572,115 | — | 2,000,087 | — | 620,580 | — | 24,292 | 3,217,074 | | | — | — | — | — | — | — | — | — | — |