DEF 14A of US Foods Holding Corp.
Filed Apr 2, 2026 · FY20250001665918-26-000022
TABLE OF CONTENTS
| Proxy Summary | | 1 | | Proposal 1: Election of Directors | | 6 | | Corporate Governance | | 18 | | Director Compensation | | 30 | | Proposal 2: Advisory Vote on Executive Compensation | | 33 | | Compensation Discussion and Analysis | | 34 | | Compensation and Human Capital Committee Report | | 53 | | Executive Compensation | | 54 | | Pay Versus Performance | | 65 | | Proposal 3: Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026 | | 69 | | Audit Committee Report | | 70 | | Proposal 4: Approve an amendment to our certificate of incorporation to provide stockholders the right to call a special meeting at a 25% ownership threshold | | 71 | | Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers | | 74 | | About the Annual Meeting | | 77 | | Other Matters | | 82 | | Appendix A — Non-GAAP Financial Measures | | A-1 | | Appendix B — Amended and Restated Certificate of Incorporation | | B-1 | | Appendix C — Amended and Restated Bylaws | | C-1 |
ABOUT US FOODS
| 2025 Long-Term Equity Incentive Plan (“LTIP”) Highlights. Our 2025 LTIP equity grants consisted of a mix of time-based restricted stock units (“RSUs”) (50%) and performance-based RSUs (“PRSUs”) (50%). The 2025 PRSUs are subject to performance goals related to Adjusted EBITDA growth rate (70%) and Adjusted Return on Invested Capital (“ROIC”) (30%). In addition, the Compensation and Human Capital Committee determined to introduce a PRSU multiplier, capped at 3x, that provides additional upside for achieving stretch hurdle stock prices to the underlying PRSU payout. These performance metrics are directly linked to our long-term growth strategy, which we believe will drive stockholder value. The 2025 PRSUs for the 2025-2027 performance period include Adjusted EBITDA and Adjusted ROIC growth targets established for each year in the three-year performance period (2025, 2026, and 2027) which were established at the beginning of the three-year performance period. The ultimate vesting and payout at the end of the 2025-2027 performance period will be determined by a simple average of each year’s payout percentages, subject to the multiplier described above. | 2025 Annual Incentive Plan (“AIP”) Highlights. In fiscal year 2025, our AIP performance goals were designed to highlight the Company’s goal of continued top line growth and cost control, while also emphasizing operational improvements and share growth that would be critical to the achievement of our long-range plan. Similar to the prior year, the key metrics consisted of Adjusted EBITDA, improvement to our distribution cost per case, calculated based on the Company’s variable and fixed costs excluding fuel (“Distribution Cost Per Case”), the Company’s share among independent restaurant customers (“IND Market Share”) and a modifier based on safety performance. The structure of our fiscal year 2025 AIP applied the following weights to the these metrics: Adjusted EBITDA (70%), Distribution Cost Per Case (15%) and IND Market Share (15%) – and includes a +/- 10% modifier based on the Company’s safety improvement. |
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 5 |
ABOUT US FOODS
| Proposal 1: Election of Directors | | | | The Board of Directors Unanimously Recommends a VOTE “FOR” Each of the Board’s Director Nominees | | Our Board is currently comprised of the following eight directors: Cheryl A. Bachelder, David W. Bullock, David E. Flitman, Marla C. Gottschalk, Carl Andrew Pforzheimer, Quentin Roach, David M. Tehle, and Ann E. Ziegler. Based upon the recommendation of the Nominating and Corporate Governance Committee, each current director has been nominated to serve for a one-year term until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified (or their earlier death, resignation or removal) and each director has agreed to serve as a director of the Company if elected. | |
ABOUT US FOODS
Director Qualifications US Foods is proactive in seeking to ensure that its Board possesses, in the aggregate, the strategic, operational and financial skills and experience necessary to fulfill its duties and seek to ensure that the Board is composed of directors who have broad and diverse backgrounds, perspectives and experiences. Our Corporate Governance Guidelines provide that individuals will be considered for nomination to the Board based on the entirety of their skills, experiences and perspectives, including their business and professional expertise, judgment, background, and such other relevant characteristics as the Board deems is necessary or appropriate. The Board believes that such a Board is best able to effectively oversee management, supervise strategy and support creation of long-term value for our stockholders. Additionally, with the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews board composition. Our Board is currently composed of current and former chief executive officers, former chief financial officers, a current chief procurement officer and experienced public company directors. 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. The Board believes that thoughtful refreshment of the members of the Board is important to ensure that the Board continues to meet the changing needs of the Company and that new perspectives are regularly considered. The Board strives to maintain an appropriate balance of tenure, turnover, backgrounds, attributes, viewpoints and experiences. As part of the Board’s commitment to refreshment, four of our eight current directors were appointed in the last four years. Director candidates are required to demonstrate a reputation for integrity, strong values, discipline, high ethical standards, a commitment to full engagement and participation on the Board and its Committees, and relevant experience, along with other skills and characteristics that meet the current needs of the Board, which can change from time to time. 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.
ABOUT US FOODS
| 6 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
DIRECTOR NOMINEE QUALIFICATIONS, SKILLS AND EXPERIENCE The table below highlights the key areas of qualification, experience and skills relevant to US Foods, each as further described below. which are embodied by our director nominees, as well as certain demographic information. More detailed information is provided in each director nominee’s biography beginning on the next page.
ABOUT US FOODS
| | | Bachelder | Bullock | Flitman | Gottschalk | Pforzheimer | Roach | Tehle | Ziegler | | Qualifications, Skills and Experience | | | | | | | | | | | | Food Industry | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Supply Chain and Logistics | | ✓ | ✓ | | | ✓ | | | | | CEO Leadership | ✓ | | ✓ | ✓ | ✓ | | | | | | Sustainability and Corporate Responsibility | | | ✓ | | ✓ | ✓ | | ✓ | | | Accounting/Finance | ✓ | • | ✓ | • | ✓ | ✓ | ✓ | ✓ | | | Risk Management | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Technology | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Marketing and Strategy | ✓ | | ✓ | ✓ | | ✓ | | ✓ | | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Other Public Company Board(s) | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Demographic Background | | | | | | | | | | | Gender | | F | M | M | F | M | M | M | F | | Ethnicity | | White | White | White | White | White | Asian / Black or African American | White | White |
ABOUT US FOODS
• = director designated as an audit committee “financial expert”
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 7 |
ABOUT US FOODS
| WHAT THESE SKILLS BRING TO US FOODS: | | | Food Industry | Experience in the food industry provides the Board with an enhanced understanding of the industry which is highly important to strategic planning and risk oversight of our business and operations. | | Supply Chain and Logistics | Experience in supply chain management and logistics provides the Board with an enhanced understanding of a crucial aspect of the Company’s operations and is important to overseeing risk in our supply chain and operations. | | CEO Leadership | CEO leadership experience brings different perspectives into the boardroom and is important for monitoring strategy, developing a high-performing executive leadership team, and capital allocation. | | Sustainability and Corporate Responsibility | Sustainability and corporate responsibility experience is important for monitoring the environmental and corporate sustainability issues that are relevant to our Company, the sustainability of the communities in which we operate, and our related strategies and priorities. | | Accounting / Finance | Accounting and finance experience is important in overseeing our financial reporting, internal controls, and capital allocation, which are critical to our success. | | Risk Management | Experience in risk management is critical in overseeing the risks we face today and anticipating emerging risks that could impact us in the future. | | Technology (including Cybersecurity) | Experience in technology is important to assess the tools we utilize to support our business infrastructure, supply chain and customer service, and also to oversee cybersecurity and information security risks. | | Marketing and Strategy | Marketing and strategy experience is important in understanding our growth strategy and customer-centric focus. | | Human Capital Management | Human capital management experience is important for a large workforce like ours to assess compensation practices, inclusion and belonging strategies, talent, training programs, and corporate culture which we depend upon to attract and retain key personnel, to maintain good relationships with our associates, including the unions that represent some of our associates, and to motivate our associates to perform and create long-term stockholder value. | | Governance | Directors with corporate governance experience provide support for the Board to facilitate key decision making in an evolving landscape, deliver oversight in Board structure and formalities, and assist in management accountability, transparency, and promotion of stockholders’ interests. | | Public Company Board Experience | Public company board experience provides a director with a solid understanding of the extensive and complex oversight responsibilities of public company boards and furthers the goals of greater transparency, accountability and protection of stockholders’ interests. |
ABOUT US FOODS
| 8 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
Biographical Information Biographical information about our director nominees as of the date of this Proxy Statement, including their ages, professional experiences, Board tenure, Committee memberships, qualifications and other public company directorships, is set forth on the following pages. Eight nominees for election as directors with a term expiring at the 2027 Annual Meeting, to be elected by the holders of our Common Stock.
ABOUT US FOODS
| | | Cheryl A. Bachelder | Independent Director | | | | Director Since: 2018 | Age: 69 | | | | Committees: •Compensation and Human Capital (Chair) •Executive | | | | | Experience: | | | | Other Current Public Company Directorships: None Past Public Company Directorships: Pier 1 Imports, Inc. | 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. She served on the board of directors of Pier 1 Imports, Inc. from 2012-2020. While on the board, she was acting CEO at Pier 1 from December 2018-November 2019; Pier 1 declared bankruptcy in 2020. Prior to her role with Popeyes, 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 also previously served on the board of directors, as Lead Director, of Chick-fil-A, Inc., a family-owned and privately held restaurant chain. | | | | | 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 its strategy. ■She is an experienced public company director, with expertise in human capital management, including oversight of executive compensation. | |
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 9 |
ABOUT US FOODS
| | | David W. Bullock | Independent Director | | | | Director Since: 2025 | Age: 60 | | | | Committees: •Nominating and Corporate Governance •Audit Committee | | | | | Experience: | | | | Other Current Public Company Directorships: None Past Public Company Directorships: BMC Stock Holdings (Chairman) Builders FirstSource, Inc. | Mr. Bullock is the former Chief Financial Officer of Pinnacle Agriculture Holdings LLC, an agricultural retail and wholesale distribution business, serving in the role from 2015 until his retirement in 2017. Mr. Bullock served as Chairman of the Board of Directors of BMC Stock Holdings from 2015 until May 2020 and then as a director until its January 2021 merger with Builders FirstSource, Inc., where he continued as a director until May 2022. Prior to that, he served as Chief Financial Officer of Graham Packaging Company Inc., a publicly-traded, global manufacturer of rigid plastics containers, from 2009 until the sale of the company in 2011. Mr. Bullock served as Chief Operating Officer, Executive Vice President, and Chief Financial Officer of UAP Holding Corporation, a publicly-traded distributor of agricultural-related products, from 2002 to 2008. Prior to this, he held various financial positions with FMC Corporation, Air Products and Chemicals Inc., and Westinghouse Electric. Currently, Mr. Bullock serves on the board of Verdesian Life Sciences, a privately-held company, and the boards of the non-profit organizations of Faith Alive USA Inc. and Mustangs 4 Military. | | | | | Skills and Qualifications: | | | | | ■Mr. Bullock has substantial senior executive leadership experience, in particular his experience as a chief financial officer. He is designated as a financial expert for Audit Committee purposes. ■He is an experienced public company director, with expertise in risk management and human capital management expertise to the Board, including oversight of incentive compensation. ■Mr. Bullock provides our Board with insight into the agricultural industry. ■In 2025, Mr. Bullock achieved a certificate in cybersecurity from ISC2. | |
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| 10 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
| | | David E. Flitman | Chief Executive Officer | | | | Director Since: 2023 | Age: 61 | | | | Committees: •None | | | | | Experience: | | | | Other Current Public Company Directorships: Avery Dennison Corporation Past Public Company Directorships: Veritiv Corporation Builders FirstSource, Inc. BMC Stock Holdings, Inc. | Mr. Flitman has served as the Chief Executive Officer since January 2023. Mr. Flitman previously served as Chief Executive Officer and a member of the board of directors of Builders FirstSource, Inc., from April 2021 to December 2022. He also served as President and Chief Executive Officer and a member of the board of directors of BMC Stock Holdings, Inc. from August 2018 until its merger with Builders FirstSource in January 2021. In addition, Mr. Flitman was Executive Vice President of Performance Food Group Company and President and Chief Executive Officer of its Performance Foodservice division from January 2015 to September 2018. From January 2014 to December 2014, Mr. Flitman held Chief Operating Officer and President USA & Mexico roles at Univar Solutions Inc. Mr. Flitman joined Univar in December 2012 as President USA. From November 2011 to September 2012, he served as Executive Vice President and President of Water and Process Services at Ecolab Inc. and from August 2008 to November 2011, he was Senior Executive Vice President of Nalco Holding Company. He also served as President of Allegheny Power System from February 2005 to July 2008. Before holding these executive positions, Mr. Flitman spent nearly 20 years in operational, commercial, and global business leadership positions at DuPont de Nemours, Inc. From July 2017 until November 2023, Mr. Flitman served as a member of the board of directors of Veritiv Corporation and as Chair of the Compensation and Leadership Development Committee. Since July 2025, Mr. Flitman has been a member of the board of directors of Avery Dennison and a member of their Talent and Compensation Committee since December 2025. | | | | | 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, stockholder returns and a people-centric, high-performing culture. | |
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 11 |
ABOUT US FOODS
| | | Marla C. Gottschalk | Independent Director | | | | Director Since: 2022 | Age: 65 | | | | Committees: •Audit (Chair) •Nominating and Corporate Governance •Executive | | | | | Experience: | | | | Other Current Public Company Directorships: Reynolds Consumer Products Inc. UL Solutions, Inc. Past Public Company Directorships: Big Lots, Inc. Potbelly Corporation | 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; and as President and Chief Operating Officer 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 Executive Vice President and General Manager of the Post Cereal division, Senior Vice President of Financial Planning and Investor Relations, and Vice President of Marketing and Strategy of the Kraft Cheese Division. Ms. Gottschalk currently serves as a member of the board of directors and Chair of Nominating and Governance committee for 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 and Chair of the Audit Committee of Reynolds Consumer Products Inc., a leading provide of household products. | | | | | Skills and Qualifications: | | | | | ■Ms. Gottschalk is an accomplished executive with more than 25 years of experience in Consumer Products. ■Ms. Gottschalk is a Certified Public Accountant and is designated as a financial expert for Audit Committee purposes. ■Ms. Gottschalk is an experienced public company director with expertise in enterprise risk management, corporate governance and mergers and acquisitions. ■In 2025, Ms. Gottschalk achieved a certificate in cyber risk and strategy from the Diligent Institute. | |
ABOUT US FOODS
| 12 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
| | | Carl Andrew Pforzheimer | Independent Director | | | | Director Since: 2017 | Age: 64 | | | | Committees: •Audit | | | | | Experience: | | | | Other Current Public Company Directorships: None Past Public Company Directorships: Tastemaker Acquisition Corp | 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 and several restaurant technology companies, including as Lead Director at Wisely, Inc., a restaurant technology company serving 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: | | | | | ■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. | |
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 13 |
ABOUT US FOODS
| | | Quentin Roach | Independent Director | | | | Director Since: 2022 | Age: 59 | | | | Committees: •Audit •Compensation and Human Capital | | | | | Experience: | | | | Other Current Public Company Directorships: None Past Public Company Directorships: None | Mr. Roach is the 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 enterprise 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. From 2008 to 2011 he was the Senior Vice President and Chief Procurement Officer at Bristol Myers Squibb, a publicly traded pharmaceutical company. 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. | | | | | 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, as well as broader value chain management areas of manufacturing, quality, engineering, warehousing and distribution. ■Mr. Roach has extensive knowledge of risk management and business planning to improve organizational growth prospects. | |
ABOUT US FOODS
| 14 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
| | | David M. Tehle | Chair and Independent Director | | | | Director Since: 2016 | Age: 69 | | | | Committees: •Compensation and Human Capital •Executive (Chair) | | | | | Experience: | | | | Other Current Public Company Directorships: None Past Public Company Directorships: Genesco Inc. Jack in the Box Inc. National Vision Holdings, Inc. | 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. 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 previously served on the boards of directors of National Vision Holdings, Inc., a publicly traded optical retail company (from 2017-2024); Genesco, Inc., a publicly traded footwear-focused specialty retail company (from 2016-2019), and Jack in the Box, Inc. (from 2004-2024), a publicly traded quick service burger chain. | | | | | Skills and Qualifications: | | | | | ■Mr. Tehle has extensive knowledge of financial reporting, internal controls and procedures, and risk management. ■He brings significant public company experience to the Board in addition to significant experience as chief financial officer of a public company. | |
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 15 |
ABOUT US FOODS
| | | Ann E. Ziegler | Independent Director | | | | Director Since: 2018 | Age: 67 | | | | Committees: •Nominating and Corporate Governance (Chair) •Executive | | | | | Experience: | | | | 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 LLP. 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 (from 2014 to 2020), and Hanesbrands, Inc., a publicly traded apparel company (from 2008 to 2023). | | | | | 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 governance, 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. | |
ABOUT US FOODS
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE EIGHT DIRECTOR NOMINEES. |
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| 16 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
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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 re-election. 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 may 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 26. Stockholders may also nominate directors for election to the Board as described in the section entitled “Stockholder Proposals for the 2027 Annual Meeting” on page 82. Nominations must comply with the requirements set forth in our Bylaws and applicable law. 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.
ABOUT US FOODS
| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 17 |
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 stockholder 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 and stockholders. 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 composition 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 maintains a stockholder engagement program so that management and the Board can better understand stockholder perspectives on an array of topics, including corporate governance.
ABOUT US FOODS
| Regular enhancements demonstrate the Board’s commitment to the continuous implementation of corporate governance best practices | | | | | | 2025 | ✓ | Appointed a new director to the Board | | | | ✓ | Refreshed membership of our Audit Committee | | | 2024 | ✓ | Refreshed two of our four board committee chairs | | | | ✓ | Rotated membership of Nominating and Corporate Governance, Audit and Executive Committees | | | 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 | ✓ | Declassified the Board so that each director is elected annually | | | | ✓ | Refreshed three of four committee chairs and rotated Committee assignments | | | | ✓ | Expanded Compensation and Human Capital Committee charter to capture its human capital oversight responsibilities |
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| 18 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
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| 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 |
ABOUT US FOODS
Independent Chair or Lead Independent Director Our Corporate Governance Guidelines provide for an independent Chair or Lead Independent Director of the Board. If the Chair is not independent, the independent directors will elect an independent director to serve as Lead Independent Director. The Board believes the leadership structure of an independent Chair or Lead Independent Director of the Board best serves the Company and its stockholders at this time. This leadership structure facilitates robust communications between management and the Board and provides effective oversight by independent directors.
ABOUT US FOODS
| David E. Flitman | | David M. Tehle | | | 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 Independent Chair of the Board, Mr. Tehle: ■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 discussion ■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 | |
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The Board believes this allocation of responsibilities provides a clear and efficient leadership structure for the Company.
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| US FOODS HOLDING CORP. | 2026 PROXY STATEMENT | 19 |
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MEETINGS OF THE BOARD AND ITS COMMITTEES
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| 9 Meetings of the Board held in fiscal year 2025 | Each director attended at least 75% of all meetings of the Board and the Committees on which he or she served during fiscal year 2025. |
ABOUT US FOODS
| Committee Membership | Audit | Compensation and Human Capital | Nominating and Corporate Governance | Executive | | Cheryl A. Bachelder | | C | | ✓ | | David W. Bullock | ✓ | | ✓ | | | David E. Flitman | | | | | | Marla C. Gottschalk | C | | ✓ | ✓ | | Carl Andrew Pforzheimer | ✓ | | | | | Quentin Roach | ✓ | ✓ | | | | David M. Tehle | | ✓ | | C | | Ann E. Ziegler | | | C | ✓ |
ABOUT US FOODS
C Denotes Committee Chair
ABOUT US FOODS
| AUDIT COMMITTEE | Members: Ms. Gottschalk (Chair) Mr. Bullock Mr. Pforzheimer Mr. Roach | Meetings held in 2025: 7 | | 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 (iii) each of Ms. Gottschalk and Mr. Bullock is an “audit committee financial expert,” within the meaning of the regulations promulgated by the SEC. | | |
ABOUT US FOODS
| 20 | US FOODS HOLDING CORP. | 2026 PROXY STATEMENT |
ABOUT US FOODS
| COMPENSATION AND HUMAN CAPITAL COMMITTEE | Members: Ms. Bachelder (Chair) Mr. Roach Mr. Tehle | Meetings held in 2025: 4 | | 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 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 ■Oversees security of the Company’s facilities and associates 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. | | |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
OVERVIEW OF NON-EMPLOYEE DIRECTOR COMPENSATION For fiscal year 2025, our director compensation program consisted of 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 quarterly in arrears. ■Annual Cash Retainer for Committee Chairs. The Chair of the Audit Committee receives an additional annual cash retainer of $25,000. 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. ■Annual Cash Retainer for Committee Members. Members of the Audit Committee receive an additional cash retainer of $12,500. Members of the Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee each receive an additional annual cash retainer of $10,000. Each additional cash retainer is paid quarterly, in arrears. In addition to the cash retainers set forth above, for fiscal year 2025, each non-employee director receives an annual equity grant of RSUs, with a grant date value of $175,000, 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 make certain elections to delay the receipt of shares upon vesting, provided that an irrevocable election to defer such receipt until after their departure from the Board is signed by the end of the tax year prior to the grant date and any subsequent deferral election will not take effect until the date that is 12 months after signing an irrevocable election form. 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. 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 (“Meridian”). The Board reviews the recommendations of the Nominating and Corporate Governance Committee and determines the form and amount of director compensation. The Nominating and Corporate Governance Committee did not recommend, and the Board did not implement, any changes to our director compensation program that applied to fiscal year 2025. However, following a market assessment of board of director compensation among Company peers, the Nominating and Corporate Governance Committee recommended and the Board approved an updated non-employee director compensation program, effective as of January 1, 2026, which increased the following payments: the annual retainer for Board service increased from $100,000 to $105,000; the annual retainer for the Chair of the Audit Committee increased from $25,000 to $30,000; and the value of the annual director equity grant increased from $175,000 to $185,000.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
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 (currently, this equates to $525,000), within five years of the date the director joins the Board. All applicable non-employee directors were in compliance with (or were on track to be in compliance with) the guidelines at the end of fiscal year 2025. If the ownership target has not been met within the required time period, and until the ownership target is reached, a non-employee director is required to retain 50% of the net shares acquired upon any future vesting of restricted stock units and/or the exercise of stock options, after deducting shares used to pay applicable taxes and/or the exercise price. SUMMARY OF FISCAL YEAR 2025 DIRECTOR COMPENSATION The following table reflects the fees earned by our non-employee directors who were compensated for their service in fiscal year 2025.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(3)(5) ($) | Option Awards(6) ($) | Total ($) | | Ms. Bachelder | 120,000 | 175,000(4) | — | 295,000 | | Mr. Bullock(1) | 84,210 | 175,000(4) | — | 259,210 | | Ms. Gottschalk | 135,000 | 175,000(4) | — | 310,000 | | Mr. Gupta(2) | 71,225 | —(4) | — | 71,225 | | Mr. Pforzheimer | 112,500 | 175,000(4) | — | 287,500 | | Mr. Roach | 122,500 | 175,000(4) | — | 297,500 | | Mr. Tehle | 285,000 | 175,000(4) | — | 460,000 | | Ms. Ziegler | 120,000 | 175,000(4) | — | 295,000 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
(1)Mr. Bullock joined the Board on January 7, 2025. (2)Sunil Gupta did not stand for re-election at our 2025 annual meeting of stockholders. The above table reflects non-employee director compensation earned by Mr. Gupta through May 22, 2025. (3)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”). (4)On May 22, 2025, each non-employee director (except for Mr. Gupta, whose service ceased following the 2025 annual meeting) received a grant of 2,306 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 $75.89, the closing price of a share of our Common Stock on the grant date.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Name | Aggregate RSUs (#) | | Ms. Bachelder | 2,306 | | Mr. Bullock | 2,306 | | Ms. Gottschalk | 2,306 | | Mr. Pforzheimer | 2,306 | | Mr. Roach | 2,306 | | Mr. Tehle | 2,306 | | Ms. Ziegler | 2,306 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
(6)The following table reflects the aggregate number of outstanding stock options held by each non-employee director at the end of fiscal year 2025. Those non-employee directors who are not listed in the table did not hold any stock options at the end of fiscal year 2025.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Name | Aggregate Stock Options (#) | | Mr. Tehle | 2,436 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Appropriately balance annual and long-term incentive compensation opportunities to align with our goals, priorities, and stockholder value creation | Balance risk and reward to encourage sustainable financial performance | Offer fiscally responsible programs that ensure accountability in meeting our performance goals |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
2025 COMPENSATION DESIGN After reviewing market trends, evaluating our Say-on-Pay vote results (which received 96% approval last year) and receiving feedback from stockholders, the Compensation and Human Capital Committee determined that our fiscal year 2025 annual and long-term incentive plans should follow a similar structure to our fiscal year 2024 compensation design. The Compensation and Human Capital Committee believes that the fiscal year 2025 compensation plans emphasize our strategic and operational priorities, and that the criteria contained therein focus on the critical drivers of the Company’s future success. 2025 Base Salary (page 43) At its Q4 2024 meeting, the Compensation and Human Capital Committee increased Mr. Flitman’s base salary by 7.7% to $1,400,000 effective as of January 1, 2025. In increasing Mr. Flitman’s base salary, the Compensation and Human Capital Committee considered his tenure and strong performance in his role, company performance, and overall competitiveness with other similarly situated chief executive officers. At its Q1 2025 meeting, the Compensation and Human Capital conducted a comprehensive review of the base salaries of our executive leadership team, consisting of competitive market data derived from our compensation peer group, as well as the individual performance and experience. Based on this comprehensive review, the Compensation and Human Capital Committee determined that in order to retain key talent and remain competitive, each of Mr. Guberman’s and Mr. Taylor’s base salary should increase by 8.8% to $620,000, effective as of March 23, 2025, positioning each of them closer to the median when compared to other similarly situated executive officers in our peer group. 2025 Annual Incentive Plan (also referred to herein as “AIP”) Awards (page 44) In 2025, our AIP performance goals were designed to highlight the Company’s need for continued top line growth and cost control, while also emphasizing operational improvements and share growth that would be critical to the achievement of our long-range plan. The structure of our fiscal year 2025 AIP utilized the following performance metrics - Adjusted EBITDA (70%), Distribution Cost Per Case (15%) and IND Market Share (15%) – and includes a +/- 10% modifier based on the Company’s safety improvement. In 2025, the AIP target and maximum bonus percentages for the NEOs remained the same as fiscal year 2024. However, the Compensation and Human Capital Committee has 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. 2025 Long-Term Equity Incentive Plan (also referred to herein as “LTIP”) Awards (page 46) Our 2025 LTIP equity grants consisted of a mix of time-based restricted stock units (“RSUs”) (50%) and performance-based RSUs (“PRSUs”) (50%). The 2025 RSUs vest ratably on an annual basis over three years, subject to continued employment through the applicable vesting date. The 2025 PRSUs are subject to performance goals related to Adjusted EBITDA growth rate (70%) and Adjusted Return on Invested Capital (“ROIC”) (30%). In addition, in order to reinforce retention of key talent and further align executive compensation with stockholder interests, the Compensation and Human Capital Committee determined to introduce a PRSU multiplier, capped at 3x, that provides additional upside for achieving stretch hurdle prices to the underlying PRSU payout. These performance metrics are directly linked to our long-term growth strategy, which we believe will continue to drive stockholder value. The performance measures for the 2025 PRSUs for the 2025-2027 performance period include Adjusted EBITDA and Adjusted ROIC growth targets established for each year in the three-year performance period (2025, 2026, and 2027) which are established at the beginning of the three-year performance period. The ultimate vesting and payout at the end of the 2025-2027 performance period will be determined by a simple average of each year’s payout percentages, subject to the multiplier described above. As of March 17, 2026, the first stock price hurdle multiplier condition was met, which would result in a 1.5x multiplier being applied to the final PSRU payout amount, if any, subject to achievement of the performance goals and achievement of a higher stock price hurdle multiplier. In 2025, the Compensation and Human Capital Committee reviewed each of our NEOs LTIP target values as compared to other similarly situated executive officers in our peer group, as well as the individual’s performance and experience. Based on this comprehensive review, the Compensation and Human Capital Committee determined that in order to retain key talent and remain
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Named Executive Officer | LTIP Percent Increase | 2025 Aggregate LTIP Grant Value ($) | | David E. Flitman | 26% | 9,100,000 | | Dirk J. Locascio | 10% | 2,200,000 | | Steven M. Guberman | 11% | 1,500,000 | | Randy J. Taylor | 36% | 1,500,000 | | John A. Tonnison | 17% | 1,400,000 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
Performance Under Prior Performance Awards (page 47) In 2021, the Company granted PRSUs to our NEOs with a four-year performance period that provide the opportunity to earn threshold, target and maximum payout based on stock price / TSR hurdles maintained for 30 consecutive trading days (the “2021 Value Creation Awards”). On October 23, 2024, the target hurdle price reflecting an increase of 60% over the grant date price was met, resulting in the vesting of target shares on March 29, 2025. In 2022, the Company granted PRSUs to our NEOs that vested in March 2025 at 158% based on our achievement of Adjusted EBITDA and Adjusted ROIC growth goals set by the Compensation and Human Capital Committee at the beginning of 2022 for the three-year performance period ended at the end of fiscal 2024. In 2023, the Company granted PRSUs to our NEOs that vested in March 2026 at 163% based on our achievement of Adjusted EBITDA and Adjusted ROIC growth goals set by the Compensation and Human Capital Committee at the beginning of 2023 for the three-year performance period ended at the end of fiscal 2025. In 2023, the Company granted PRSUs to our CEO that vest in two equal tranches based on share price performance. The first share price hurdle was satisfied in 2023, resulting in the first tranche vesting in January 2025. In 2024, the second share price hurdle was satisfied, will result in the final tranche of shares vesting in January 2027, subject to continued employment.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| 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. | | ✓ | 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 provide executive officers with 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 market. | | ✓ | 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. | | ✓ | Annual Say-on-Pay Vote. We provide stockholders with the opportunity to cast an advisory vote on our executive compensation on an annual basis. |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| 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 200% of their target levels, subject to a potential safety multiplier for the AIP and a potential stock price hurdle multiplier for the LTIP. | | 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 (except for tax gross ups related to imputed income from spousal travel to company events that are provided to all attendees, not just executive officers). | | 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. |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
PAY-FOR-PERFORMANCE ALIGNMENT Emphasis on Performance-Based Equity Consistent with past practices of incentivizing achievement of long-term financial goals and link executive pay to our financial performance, the Compensation and Human Capital Committee 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 2025 LTIP grant. PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM Our executive compensation program is designed to attract, motivate, develop, and retain the right talent, in the right places, at the right time. We strive to provide a total compensation package to our executive officers that is competitive with employers who compete with us for talent and is equitable among our workforce, balancing pay-for-performance alignment with retention considerations. The guiding principles described in the section entitled “Executive Summary” above form the basis of our executive compensation philosophy. OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM Our executive compensation program for fiscal year 2025 was built upon the following framework:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Base Salary | | | Description | ■Fixed amount based on market, role, and individual-based factors. | | Objective | ■Attracts talent and supports retention. Forms basis for AIP target award. | | Considerations | ■Determined based on competitive market data and considering level of responsibility, individual experience, tenure, qualifications, and, when applicable, individual performance. | | Fiscal Year 2025 Decisions | ■Salary increases were provided to Messrs. Flitman, Guberman and Taylor in fiscal year 2025 to align compensation levels to competitive market practices. | | AIP Award | | | Description | ■Variable, performance-based, annual cash awards based on achievement against pre-set performance goals. | | Objective | ■Links executive pay to our financial performance. ■Drives the achievement of annual business objectives. | | Considerations | ■AIP targets, as a percentage of base salary, are determined based on competitive market data. ■AIP performance goals are constructed with input from management and Meridian, with target performance representing attainable performance and maximum performance representing exemplary performance. | | Fiscal Year 2025 Decisions | ■Performance goals based on Adjusted EBITDA, Distribution Cost Per Case and IND Market Share, with a +/- 10% modifier based on safety performance. ■The AIP target and maximum bonus percentages for the NEOs remained the same as 2024 and are consistent with market benchmarking. | | LTIP Award | | | Description | ■Variable, performance-based equity compensation in the form of PRSUs, which are earned based on achievement of pre-set performance goals over a three-year performance period. ■Time-based equity compensation in the form of RSUs, the value of which is directly tied to our share price. | | Objective | ■PRSUs incentivize achievement of three-year financial goals and link executive pay to our financial performance. ■RSUs encourage executive retention through multi-year vesting schedule. ■Both PRSUs and RSUs support our long-range plan by providing executive officers with an ownership stake in the Company and aligning executive officers’ interests with those of our stockholders. | | Considerations | ■LTIP target grant date values are determined based on competitive market data. ■PRSU goals are Adjusted EBITDA growth rate and Adjusted ROIC growth. | | Fiscal Year 2025 Decisions | ■Increased LTIP target values for our NEOs to align compensation levels to competitive market practices. ■Executive officers’ 2025 LTIP target value allocated equally between grants of time-based RSUs and PRSUs. ■Included a PRSU multiplier for achieving stretch hurdle stock prices. |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
■Providing competitive market studies; ■Providing advice on our incentive plan documents; ■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 2025, 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 30, 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. 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 the 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;
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
■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 Each year, the Compensation and Human Capital Committee, with the assistance of Meridian, reviews the Company’s previous year’s peer group of companies for executive pay and program comparison purposes. Following this review, to better reflect the Company’s current size and portfolio of businesses, the Compensation and Human Capital Committee determined to remove Owen’s & Minor, Inc. and Campbell Soup Company and add Aramark and Albertsons Companies Inc. Set forth below is the Company’s fiscal year 2025 peer group: ■Albertsons Companies Inc. ■Aramark ■Arrow Electronics, Inc. ■Avnet, Inc. ■CDW Corporation ■Conagra Brands, Inc. ■Genuine Parts Company ■Henry Schein, Inc. ■The Kraft Heinz Company ■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. OVERVIEW OF 2025 ANNUAL INCENTIVE PLAN DESIGN Our AIP is designed to offer cash compensation opportunities for eligible associates, including our executive officers, based upon the Company’s annual financial performance. Payments under our AIP are generally made in the first quarter of the fiscal year following the plan year completion. Our executive officers are not eligible to receive an AIP award unless they were employed by the Company at time of payment, subject to the terms of any executive severance agreement. ■Full Year Goals: We continued our practice of setting performance targets based on annual measures. ■Goals to Drive Annual Business Objectives: To focus our executive officers on our strategic and operational priorities, profitable market share growth, optimized gross margins and operational efficiency, the Compensation and Human Capital Committee approved 2025 AIP goals consisting of: ■70% Adjusted EBITDA ■15% Distribution Cost Per Case ■15% IND Market Share ■+/- 10% Modifier for Safety Performance In Q1 2025, the Compensation and Human Capital Committee approved the 2025 AIP design framework, the metrics for the performance goals, the Company’s 2025 performance goals, and annual target awards for our NEOs. The framework for the 2025 AIP for our NEOs was based on the following:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| AIP Award | = | Eligible EarningsX | AIP Target PercentageX | Business Performance Factorx | Safety Modifier |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
■Eligible Earnings equal the NEO’s base salary earnings during the applicable plan year. If an NEO’s salary changed during the year, those changes are reflected in the NEO’s Eligible Earnings for purposes of calculating his target award under the AIP. ■The AIP Target Percentage is the percentage used to determine the NEO’s target award (i.e., the award the NEO would receive if the target level of performance was achieved). The AIP Target Percentage is multiplied by Eligible Earnings to determine the NEO’s target award. Individual AIP Target Percentages are reviewed annually against competitive market data. The Compensation and Human Capital Committee approves AIP Target Percentages for each NEO at the beginning of each plan year. ■The Business Performance Factor is calculated based on the Company’s actual performance against predetermined annual goals for Adjusted EBITDA, Distribution Cost Per Case and IND Market Share. The Business Performance Factor is multiplied by each NEO’s target award. ■The Safety Modifier is calculated based on the Company’s Accident Frequency Rate (AFR) and Injury Frequency Rate (IFR) improvement goals. The Safety Modifier is then multiplied by each NEO’s Business Performance Factor to arrive at the cash bonus award payable to the NEO. Potential cash bonus awards under the 2025 AIP, not inclusive of the safety modifier, ranged from 0% to 200% of the NEO’s target award. After application of the safety modifier, the maximum payout percentage could be 220%. The Compensation and Human Capital Committee believes that our executive officers’ annual cash bonuses should be based on the Company’s achievement of its performance goals. For this reason, the 2025 AIP did not include any individual performance component. However, the Compensation and Human Capital Committee did retain the ability to use negative discretion to reduce or eliminate an AIP award based on individual performance, though the Compensation and Human Capital Committee did not exercise such discretion during fiscal year 2025. OVERVIEW OF 2025 LONG-TERM EQUITY INCENTIVE PLAN AWARDS
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| 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 2025, based on stockholder feedback, proxy advisor expectations and market practice, we continued our practice of including PRSUs as a significant portion of the total 2025 LTIP mix, with PRSUs and RSUs each representing 50% of the total LTIP mix. |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
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 2026 fiscal year, subject to the executive’s continued employment with the Company.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Named Executive Officer | Fiscal Year 2025 Eligible Earnings ($) | AIP Target Percentage (%) | Fiscal Year 2025 AIP Target Award ($) | | David E. Flitman | 1,400,000 | 180 | 2,520,000 | | Dirk J. Locascio | 725,000 | 100 | 725,000 | | Steven M. Guberman(1) | 608,904 | 100 | 608,904 | | Randy J. Taylor(1) | 608,904 | 100 | 608,904 | | John A. Tonnison | 620,000 | 100 | 620,000 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
(1)Each of Messrs. Taylor’s and Guberman’s base salary was increased from $570,000 to $620,000, effective March 23, 2025. Eligible earnings reflect blended salary for fiscal year 2025. Business Performance Factors and Potential Payouts In 2025, our AIP performance goals were designed to highlight the Company’s need for continued top line growth and cost control, while also emphasizing operational improvements and share growth that would be critical to the achievement of our long-range plan. For 2025, the Compensation and Human Capital Committee determined to maintain the same metrics as the previous year, Adjusted EBITDA, Distribution Cost Per Case metrics, independent restaurant customers (“IND Market Share”) and a modifier based on safety performance. The threshold, target, and maximum goals and unweighted payout percentages for fiscal year 2025 are set forth in the following table:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Weight | Performance Metric | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | 70% | Adjusted EBITDA(1) | $1.794B | $1.915B | $2.078B | | 15% | Distribution Cost Per Case(2) | $0.089 | $0.01 | -$0.101 | | 15% | 2025 IND Market Share(3) | 15 bps | 50 bps | 100 bps |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| 2025 AFR/IFR(1) | 2025 AIP Modifier | | 15.79% YOY Improvement | +10% | | 5.26% YOY Improvement | 0% | | No YOY Improvement | -10% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
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 and the safety modifier, the threshold payout percentage for each goal was 25% and the maximum payout percentage was 200%. The actual payout percentage would then be subject to the safety modifier of between negative 10% to positive 10%. Fiscal Year 2025 AIP Actual Performance Based on the Company’s actual performance against the goals described below, the business performance factor for the fiscal year 2025 AIP was determined by the Compensation and Human Capital Committee as follows:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| | | FISCAL YEAR 2025 AIP | | | BUSINESS PERFORMANCE FACTOR PAYOUT | | WEIGHTING | | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (200% Payout) | | | 70% | Adjusted EBITDA(1) | | $1.932B Actual • | | 111% (77% Weighted) | | | | $1.794B | $1.915B | $2.078B | | | 15% | Distribution Cost Per Case(2) | ‘$0.044 Actual • | | | 59% (9% Weighted) | | | | $0.089 | $0.010 | -$0.101 | | | 15% | IND Market Share(3) | 25 bps Actual • | | | 46% (7% Weighted) | | | | 15 bps | 50 bps | 100 bps | | | | | 2025 AIP BUSINESS PERFORMANCE FACTOR PAYOUT BEFORE MODIFIER | | | 93% | | 2025 AFR/IFR performance was a 16 percent improvement over 2024, overachieving our goal, resulting in a +10% AIP modifier equal to 9%. | | | | | | | | | 2025 AIP BUSINESS PERFORMANCE FACTOR PAYOUT AFTER MODIFIER | | | 102% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Named Executive Officer | Fiscal Year 2025 AIP Actual Award ($) | | David E. Flitman | 2,577,868 | | Dirk J. Locascio | 741,648 | | Steven M. Guberman | 622,887 | | Randy J. Taylor | 622,887 | | John A. Tonnison | 628,156 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
FISCAL YEAR 2025 LONG-TERM INCENTIVE PLAN AWARDS For 2025, 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 2025 annual LTIP grant. In addition, the Compensation and Human Capital Committee approved a PRSU multiplier that provides upside for achieving stretch stock price hurdles. The aggregate grant date value and the number of RSUs and PRSUs that were awarded to our NEOs under the 2025 LTIP, and the vesting conditions attributable to each of the awards, are as follows:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| Named Executive Officer | Fiscal Year 2025 Aggregate Grant Value ($) | Number of RSUs(1) (#) | Number of PRSUs(2) (#) | | David E. Flitman | 9,100,000 | 69,392 | 69,392 | | Dirk J. Locascio | 2,200,000 | 16,776 | 16,776 | | Steven M. Guberman | 1,500,000 | 11,439 | 11,439 | | Randy J. Taylor | 1,500,000 | 11,439 | 11,439 | | John A. Tonnison | 1,400,000 | 10,676 | 10,676 |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
(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 2027 fiscal year, subject to the executive’s continued employment with the Company.The amounts reported for each PRSU award have been determined based on achieving the target value of performance and does not apply any multiplier. The number of PRSUs that vest, if any, is subject to a multiplier, capped at 3x, that provides additional upside for achieving stretch hurdle stock prices to the underlying PRSU payout. Stock price hurdles are achieved if the share price for the Company's common stock equals or exceeds a certain specified per share amount on any 30 consecutive days during the period between the date of grant and the end of the performance period. As of March 17, 2026, the first stock price hurdle multiplier condition was met, which would result in a 1.5x multiplier being applied to the final PSRU payout amount, if any, subject to achievement of the performance goals and achievement of a higher stock price hurdle multiplier.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
PERFORMANCE UNDER PRIOR-YEAR PERFORMANCE BASED AWARDS Fiscal Year 2021 Value Creation Awards In 2021, the Company granted PRSUs with a four-year performance period that provide the opportunity to earn threshold, target and maximum payout based on stock price / Total Shareholder Return (“TSR”) hurdles maintained for 30 consecutive trading days (the “2021 Value Creation Awards”). During 2024, the threshold hurdle price of $48.04 was met on March 28, 2024 and the Target hurdle price of $59.12 was met on October 23, 2024. Accordingly, the Target amount of 2021 Value Creation Awards vested for each NEO on March 29, 2025 in the following amounts:
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| | Adjusted EBITDA Growth Rate (70% Weighting) | | | Payout Percent | | Fiscal Year | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (200% Payout) | | | 2022 | | 24% Actual • | | 102% | | | 11.4% | 23.7% | 36.1% | | | 2023 | | 19% Actual • | | | | | | | | 200% | | | 6% | 12% | 18% | | | 2024 | | 11% Actual • | | | | | | | | 171% | | | 4% | 8% | 12% | | | | | | Weighted Vesting Percentage (70%) | 110% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| | Adjusted ROIC Growth Rate (30% Weighting) | | | Payout Percent | | Fiscal Year | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (200% Payout) | | | 2022 | +501 bps Actual • | | | | | | | | | 76% | | | +400 bps | +600 bps | +800 bps | | | 2023 | | +552 bps Actual • | | | | | | | | 200% | | | +100 bps | +200 bps | +300 bps | | | 2024 | | +240 bps Actual • | | | | | | | | 200% | | | +50 bps | +90 bps | +130 bps | | | | | | Weighted Vesting Percentage (30%) | 48% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| | Adjusted EBITDA Growth Rate (70% Weighting) | | | Payout Percent | | Fiscal Year | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (200% Payout) | | | 2023 | 19% Actual • | | | | | | | | | 100% | | | 7.15% | 19.05% | 30.96% | | | 2024 | 11% Actual • | | | | | | | | | 142% | | | 4.49% | 8.97% | 13.46% | | | 2025 | 11% Actual • | | | | | | | | | 200% | | | 3.50% | 7.00% | 10.50% | | | | | | Weighted Vesting Percentage (70%) | 103% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
| | Adjusted ROIC Growth Rate (30% Weighting) | | | Payout Percent | | Fiscal Year | THRESHOLD (25% Payout) | TARGET (100% Payout) | MAXIMUM (200% Payout) | | | 2023 | 552 bps Actual • | | | | | | | | | 200% | | | +230 bps | +350 bps | +465 bps | | | 2024 | | 240 bps Actual • | | | | | | | | 200% | | | +75 bps | +150 bps | +225 bps | | | 2025 | | 159 bps Actual • | | | | | | | | 200% | | | +45 bps | +90 bps | +135 bps | | | | | | Weighted Vesting Percentage (30%) | 60% |
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
CEO January 2023 PRSUs In connection with his hiring, Mr. Flitman was granted a PRSU award that vests in two equal tranches of 84,081 each, subject to continued employment, if the following conditions are met: (i) the first tranche would vest on the second anniversary of the grant date, or January 5, 2025, if the share price for the Common Stock equals or exceeds $40 per share on any 30 consecutive days during the period between the date of grant and January 5, 2025; and (ii) the second tranche would vest on the fourth anniversary of the grant date, or January 5, 2027, if the share price for the Common Stock equals or exceeds $55 per share on any 30 consecutive days during the period between the date of grant and January 5, 2027. The performance criteria for the first tranche of PRSUs was satisfied on July 14, 2023 and the award vested January 5, 2025. On September 25, 2024, the performance criteria for the second tranche of PRSUs was satisfied and therefore the shares will vest on January 5, 2027, subject to continued employment. 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.
US Foods Holding Corp. 9399 W. Higgins Road, Suite 100 Rosemont, IL 60018
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. 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 2025. 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; and (iii) unvested RSUs and unvested restricted stock. 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.
Compensation and Human Capital Committee
| Name and Principal Position | Year | Salary ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | David E. Flitman Chief Executive Officer(1) | 2025 | 1,399,231 | | 13,296,895 | | 2,577,868 | | 789,592 | 18,063,586 | | | 2024 | 1,300,000 | — | 7,215,014 | — | 1,726,677 | — | 1,009,016 | 11,250,707 | | | 2023 | 1,285,000 | 3,000,000 | 23,215,061 | — | 2,059,939 | — | 324,257 | 29,884,257 | | Dirk J. Locascio Executive Vice President, Chief Financial Officer | 2025 | 725,000 | — | 3,214,617 | — | 741,648 | — | 33,100 | 4,714,366 | | | 2024 | 725,000 | — | 2,000,096 | — | 641,970 | — | 32,975 | 3,400,041 | | | 2023 | 719,231 | 1,750,000 | 4,000,031 | — | 768,216 | — | 32,600 | 7,270,078 | | Steven M. Guberman Executive Vice President, Chief Transformation Officer and Nationally Managed Business | 2025 | 608,462 | | 2,191,941 | — | 622,887 | — | 52,988 | 3,476,278 | | | 2024 | 570,000 | — | 1,350,010 | — | 504,721 | — | 40,406 | 2,465,137 | | | 2023 | 565,569 | — | 1,350,022 | — | 590,549 | 20,738 | 32,000 | 2,558,879 | | Randy J. Taylor Executive Vice President, Field Operations and Local Sales(2) | 2025 | 608,462 | — | 2,191,941 | — | 622,887 | — | 37,778 | 3,461,068 | | John A. Tonnison Executive Vice President, Chief Information and Digital Officer | 2025 | 620,000 | | 2,045,735 | — | 628,156 | — | 26,131 | 3,320,021 | | | 2024 | 620,000 | | 1,200,058 | — | 494,095 | — | 26,238 | 2,340,392 | | | 2023 | 615,385 | — | 1,200,066 | — | 591,566 | — | 27,200 | 2,434,217 |
EXECUTIVE VICE PRESIDENT, CHIEF INFORMATION AND DIGITAL OFFICER
| | Summary Compensation Table Total Compensation for CEO Flitman ($) | Compensation Actually Paid to CEO Flitman ($)(1) | Summary Compensation Table Total Compensation for CEO Iacobucci ($) | Compensation Actually Paid to CEO Iacobucci ($) | Summary Compensation Table Total Compensation for CEO Satriano ($) | Compensation Actually Paid to CEO Satriano ($) | Average Summary Compensation Table Total Compensation for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(2) | Value of Initial Fixed $100 Investment(3) Based on: | | (Stated in millions) | | | Year | | | | | | | | | Cumulative TSR (Company) ($) | Cumulative TSR (Peer Group ($) | Net Income (Loss) ($) | Adjusted EBITDA ($)(4) | | 2025 | 18,063,585 | 23,963,878 | N/A | N/A | N/A | N/A | 3,742,933 | 6,296,524 | 229.27 | 179.96 | 676 | 1,932 | | 2024 | 11,250,707 | 27,971,943 | N/A | N/A | N/A | N/A | 2,639,514 | 6,808,032 | 204.65 | 168.69 | 494 | 1,741 | | 2023 | 29,884,257 | 34,791,429 | 4,628,234 | (4,062,524) | N/A | N/A | 3,642,530 | 5,122,362 | 136.33 | 123.95 | 506 | 1,559 | | 2022 | N/A | N/A | 4,848,233 | 4,838,268 | 12,853,892 | (5,566,000) | 3,163,794 | 3,069,797 | 102.13 | 108.92 | 265 | 1,310 | | 2021 | N/A | N/A | N/A | N/A | 13,744,942 | 14,264,225 | 3,429,976 | 3,478,342 | 104.56 | 123.19 | 164 | 1,057 |