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Washington, D. US Foods Holding Corp. March 16, Fiscal Financial Accomplishments. Through the continued execution of our Great Food. Made Easy. Our financial highlights included:. Adoption of Strong Corporate Governance Practices. In connection with the exit of our sponsors, we made several changes to our corporate governance practices. These included:. Commitment to Corporate Citizenship. Our commitment to corporate citizenship is rooted in our desire to make a positive impact in the food industry and the communities we serve. Recent progress includes :. The information above is only a snapshot of our recent achievements, but we believe these demonstrate our commitment and our progress against our strategy and our ongoing commitment to our customers, employees and stockholders. I encourage you to review this proxy statement, and to vote your shares promptly. Instructions for voting your shares are set out in the proxy statement. On behalf of the Board and everyone at US Foods, thank you for being a stockholder. Central Daylight Time. Riverway Complex Auditorium N. River Road Rosemont, IL At this meeting, you will be asked to :. Stockholders of record at the close of business on March 9, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed copies. We encourage you to vote your shares as soon as possible. Specific instructions for voting by telephone or electronically are included in the Notice. If you attend and vote at the Annual Meeting, your in-person vote will replace any earlier vote. By Order of the Board of Directors,. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. The Board is currently comprised of eight 8 directors, six 6 of whom are independent. Our amended and restated certificate of incorporation provides for a classified Board, with three directors currently in Class I Messrs. Carruthers and Tehle and Ms. Ziegler , two directors currently in Class II Messrs. Dutkowsky, Gupta and Satriano. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Denotes Committee Chairperson. 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 or former directors, a search firm retained by the Nominating and Corporate Governance Committee, stockholders, Company executives, and by self-nomination. In the case of a vacancy in the office of a director including a vacancy created by an increase in the size of the Board , the Nominating and Corporate Governance Committee will recommend to the Board an individual to fill that vacancy. Stockholders may also nominate directors for election to the Board. All submissions should comply with the information requirements set forth in our Bylaws. The Board seeks members with varying professional backgrounds and other differentiating personal characteristics who combine a broad spectrum of experience and expertise with a reputation for integrity. The Board is currently comprised of three sitting chief executive officers, one former chief executive officer, two former chief financial officers, a successful restauranteur, and a tenured professor. With our two most-recent director appointments, the Board reflects a more diverse composition. Our Corporate Governance Guidelines provide that individuals will be considered for nomination to the Board based on their business and professional experience, judgment, gender, race and ethnicity, skills, background, and other unique characteristics as the Board deems appropriate. Accordingly, the Board is committed to actively seeking out highly qualified women and individuals from minority groups as well as candidates with diverse or non-traditional backgrounds, skills and experiences as part of the director search process. Director candidates should demonstrate a reputation for integrity, strong values and discipline, high ethical standards, a commitment to full participation on the Board and its committees, and relevant career experience, along with other skills and characteristics that meet the current needs of the Board. The Nominating and Corporate Governance Committee will also consider whether candidates meet applicable independence standards where appropriate and evaluate any potential conflicts of interest with respect to each candidate. The two nominees named below have been recommended to the Board by the Nominating and Corporate Governance Committee and nominated by the Board to serve as directors until the annual meeting of stockholders and until their successors are duly elected and qualified. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. In the event that a director nominee should become unavailable to serve at the time of the Annual Meeting, shares 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. The professional background and experience of each member of the Board is provided below. We believe that our directors collectively provide an appropriate mix of experience and skills relevant to the size and nature of our business. The Board has adopted Corporate Governance Guidelines in furtherance of its commitment to the principles of good corporate governance. The Board and the Nominating and Corporate Governance Committee are responsible for reviewing the Corporate Governance Guidelines annually and making amendments, as necessary and appropriate based on stockholder feedback, changes in SEC regulations, and best practices. The Board has also adopted a Code of Conduct that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, and principal accounting officer. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our investor relations website. The Board believes it is important to retain its flexibility to allocate the responsibilities of the Chairman of the Board and the Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. As Chairman, Mr. Dutkowsky serves as our Lead Independent Director. As Lead Independent Director, Mr. The Board has extensive involvement in the oversight of risk management and receives regular reports from management and the Audit Committee. The Audit Committee periodically reviews our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial controls, and our compliance with legal and regulatory requirements. In addition, the Board receives periodic detailed operating performance reviews from management. In addition, the Compensation Committee consults with members of the human resources, legal and finance organizations annually to assess whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees. As a result of the assessment, the Compensation Committee concluded that our compensation plans, policies and practices do not encourage excessive or inappropriate risk taking and are not reasonably likely to have a material adverse effect on us. The Nominating and Corporate Governance Committee oversees the self-evaluation process for the Board and each of its committees. Following the Company ceasing to be controlled by the former private equity sponsors, it is intended that these self-evaluations will be conducted on an annual basis, starting in These evaluations are designed to assess whether the Board or the respective Board committee is functioning effectively and to also provide a mechanism for the Board or Board committee to identify potential areas for improvement. Once completed, the results of the self-evaluations are discussed among the Board and each committee along with any appropriate recommendations or action plans. The Board met four 4 times in fiscal Carruthers Mr. Tehle Chair Ms. Meetings during : 8. The Board has determined that Messrs. The Board has also determined that Mr. Tehle and Ms. All members of the Audit Committee are familiar with finance and accounting practice and principles and are financially literate. Carruthers Chair Mr. Meetings during : 4. The Compensation Committee assists the Board in discharging its responsibilities relating to 1 setting our compensation program and compensation of our executives and directors, 2 monitoring our incentive and equity-based compensation plans, and 3 preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC. Carruthers and Tehle each qualifies as an independent director under the corporate governance standards of the NYSE. Dutkowsky Chair Mr. The Nominating and Corporate Governance Committee 1 assists the Board by identifying individuals qualified for membership on the Board, 2 recommends individuals to the Board for nomination as members of the Board and its committees, and 3 advises and make recommendations to the Board on corporate governance matters and the overall governance structure of our Company and Board. The Nominating and Corporate Governance Committee also oversees the annual self-evaluation process for the Board and its committees. Dutkowsky and Pforzheimer each qualifies as an independent director under the corporate governance standards of the NYSE. Dutkowsky Mr. Satriano Chair Mr. Meetings during : 0. All of our directors attended the annual meeting. Directors who are also our employees do not receive remuneration for serving on the Board. The following table reflects the fees earned by our non-employee directors who were compensated for their service in fiscal Directors who served in as designees of our former private equity sponsors did not receive remuneration for serving on the Board. There were ,, shares of our common stock outstanding as of February 28, The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities to which that person has no economic interest. Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power for the indicated shares of common stock. Carruthers, Guberman, Lederer, and Tehle. The Board has adopted a written policy governing the identification, review, approval, and consideration or ratification of Related Party Transactions. Any Related Party Transaction is required to be reported to our General Counsel, and the General Counsel will then determine whether it should be submitted to the Audit Committee for consideration by its disinterested members. The Amended and Restated Stockholders Agreement contained, among other things, agreements with respect to the election of our directors. The Amended and Restated Stockholders Agreement granted each of the Sponsors the right to designate for nomination for election a number of designees based on the percentage of its original shares of common stock then owned. On December 4, , the Sponsors ceased to own any shares of our common stock. As a result, their director designees resigned, and their consent and other governance rights under the Amended and Restated Stockholders Agreement have been terminated. As of December 4, , the Sponsors ceased to own any shares of our common stock and the Amended and Restated Registration Rights Agreement automatically terminated pursuant to its terms. For fiscal , our NEOs were:. In fiscal , we continued to deliver on our commitments to increase case volume, expand gross profit dollars and grow adjusted EBITDA. We measure performance based on operating performance, achievement against long-term growth targets and the cost of capital. The following charts show the various components of the compensation of our CEO and the other NEOs who were our employees as of December 31, The Compensation Committee evaluates whether our executive compensation program is consistent with both our pay-for-performance philosophy and best practices among our peer group and the overall market. The following table reflects the features of our executive compensation program that the Compensation Committee believes reinforce our pay-for-performance philosophy. Following the Annual Meeting, the Compensation Committee considered stockholder feedback to help inform its executive compensation decisions. 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 executives that is competitive with employers who compete with us for talent and equitable among our internal workforce, balancing pay-for-performance alignment with retention considerations. This means that even during temporary downturns in either the foodservice distribution industry or the general economy, our program is designed to appropriately incentivize our executives to stay committed to executing against our long-range plan and increasing our long-term stockholder value. The following guiding principles form the basis of our executive compensation philosophy:. Our executive compensation program is built upon the following framework:. Forms basis for AIP target award. Variable, performance-based annual cash bonus that is designed to reward executive officers for achieving annual financial performance goals. The Compensation Committee, in consultation with management and its independent compensation consultant, regularly evaluates whether our executive compensation program reinforces our pay-for-performance philosophy and enhances long-term stockholder value creation. The Compensation Committee, made up of non-employee directors, is responsible for overseeing our executive compensation program. In , our CEO set his goals in consultation with the then-Chairman in , with the Chair of the Nominating and Corporate Governance Committee — also our Lead Independent Director and provided a self-assessment of his performance at year-end to the Chair of the Nominating and Corporate Governance Committee. Feedback was also solicited from the full Board in executive session, and this feedback was ultimately shared with the Compensation Committee to support its decisions regarding CEO compensation. The Compensation Committee uses several resources and analytical tools when making decisions related to executive compensation. These resources are described below. The scope of services Meridian provides includes:. Meridian was engaged exclusively by the Compensation Committee and did not provide any services to management in fiscal that were unrelated to executive compensation. After evaluating the information presented in accordance with the independence rules of the NYSE, the Compensation Committee concluded that Meridian was independent. Our Human Resources Department provides benchmarking data consisting of peer group analysis and supplemental external compensation survey data analysis and recommendations with respect to annual base salary, AIP, and LTIP compensation decisions to the Compensation Committee. As requested by the Compensation Committee, our Human Resources Department works with Meridian to gather and analyze relevant competitive data and to identify and evaluate various alternatives for features of our executive compensation program. Our CEO is not involved in discussions related to his own compensation. We believe our executive compensation program should be competitive with the external market for executive talent. For the NEOs, we generally construct external market comparison points by examining peer group proxy data and compensation market survey data and we generally target the median of base salary, annual cash incentive payment and long-term equity incentive ranges for similar executive positions in our peer group. Although the elements of our compensation packages are benchmarked against the market, the Compensation Committee believes in the importance of retaining flexibility in structuring our compensation programs and adjusting awards for the evolving business environment. Periodically, Meridian and the Compensation Committee review the 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:. In August , the Compensation Committee reconfirmed the inclusion of the following companies in the peer group used for executive pay and program benchmarking:. With respect to annual base salary, AIP awards and LTIP awards, the Compensation Committee also considers the internal equity of the compensation awarded by using comparisons within our Company based on, among other factors, role, title and relative responsibilities. We pay AIP awards in cash, with payments generally made in the first quarter of the fiscal year following the incentive year. The individual AIP Target Percentages are based on market-competitive data and are established as a percentage of eligible earnings. Prior to , the AIP award could be modified based on extraordinary individual performance. For this reason, the individual performance factor was eliminated from the AIP design for executives. The Compensation Committee retains the ability, however, to use negative discretion to reduce or eliminate an AIP award based on individual performance. The LTIP is designed to provide an opportunity for wealth creation tied to our long-term performance. Our long-term equity incentives provide a balanced focus on both short-term and long-term goals for our NEOs. These incentives are important to recruiting, retention and motivation. 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 creates long-term incentive opportunities that are competitive with the opportunities offered by the companies with which we complete for talent. Khan resigned his employment with the Company effective February 16, , and as a result, was not eligible to receive a base salary increase, AIP award or LTIP award. The table below shows the base salary of each of our NEOs that was approved by the Compensation Committee. The threshold, target and maximum targets and payout scales for each of the performance goals for the fiscal AIP are described in the table below. Our Compensation Committee believes the threshold and target levels of performance represent challenging but attainable Company performance, while the maximum target level represents exemplary and extremely challenging performance. As a result, it is possible that the payout for either measure, or both measures, could be zero. The following table reflects the calculation of the actual Business Performance Factor for fiscal Coleman to induce each to accept our offer of employment. Accordingly, one tranche of each of the performance-based equity awards awarded in fiscal and fiscal was subject to performance goals set in fiscal The following performance-based equity awards were deemed to have been granted in fiscal when the performance goal was set by the Compensation Committee for the fiscal performance period. These performance-based equity awards were earned on February 23, , when the Compensation Committee certified achievement of the fiscal performance goal, and will vest on June 3, except where otherwise noted :. For more information about the grant of these awards, the number of equity awards that have been awarded, but not yet earned, and the status of these awards on December 30, , see the Grants of Plan-Based Awards table and the Outstanding Equity Awards at Fiscal Year-End table below. In connection with their offers of employment, Mr. Iacobucci and Ms. Each of our NEOs has an executive severance agreement with the Company. We believe that reasonable severance benefits are appropriate to protect the NEOs against circumstances over which he or she does not have control, and also provide us with additional consideration for the promises of non-disclosure, non-competition, non-solicitation and non-interference. These are the key terms of the executive severance agreements in effect at the end of A change in control of the Company, by itself without a qualifying termination , does not trigger any severance benefits under our executive severance agreements. Effective January 3, , we amended our executive severance agreements with the following key changes:. Our Executive Compensation Recoupment Policy provides that in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the federal securities laws, we will use reasonable efforts to recover the amount of any excess incentive-based compensation paid to any current or former executive officer during the previous three fiscal years, including, but not limited to, compensation received under the AIP and any long-term equity incentive compensation plan. The Compensation Committee has the sole discretion, subject to applicable law, to determine the form and timing of the recoupment. This program requires stock ownership guideline multiples of six times base salary for the CEO and three times base salary for the other NEOs and members of the executive leadership team. All of our NEOs were in compliance with the guidelines at the end of the fiscal year. The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management of the Company. The following table provides information on stock option exercises and the vesting of stock awards during fiscal for each of the NEOs. The tables below reflect potential payments to each of our NEOs in the various termination and change-in-control scenarios discussed above. This is based on compensation, benefit, and equity levels in effect on, and assuming the scenario will be effective as of, December 29, the last business day of fiscal The tables report only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario. We are no longer required to reimburse these taxes, effective January 3, The tables also exclude any amounts that are available generally to all salaried employees and do not discriminate in favor of our NEOs. The amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs. Khan is not included in the tables below because he resigned effective February 16, Khan did not receive any payments or benefits upon termination other than base salary accrued through his termination date. DIRK J. Back to Contents. Carruthers Independent 45 July — Robert M. Tehle Independent 61 July — Ann E. Fully Independent Audit, Compensation and Nominating and Corporate Governance Committees Stock ownership guidelines for directors and executives Board and committee self-evaluations Eliminated supermajority voting requirements subject to stockholder approval; see Proposal 4. The Compensation Committee reviews external market data when making compensation decisions and generally targets the median of our peer group. Independent Compensation Consultant. Stock Ownership Guidelines. Our stock ownership guidelines are 6x base salary for the CEO and 3x base salary for our other executives. Our NEOs and other executives are entitled to enhanced CIC severance benefits only if their employment is terminated by the Company without cause or by the executive for good reason within 18 months following a CIC. Pay for Performance Philosophy. Clawback Policy. An Executive Compensation Recoupment Policy is in place in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the federal securities laws. Long-Term Performance Targets. Our LTIP program has three-year performance goals. Pre-Established Targets. Executives are not reimbursed for CIC excise taxes, effective January 3, As of fiscal , we do not reimburse executives for taxes related to the annual executive allowance. Uncapped Incentive Compensation Opportunities. Our annual and long-term incentive plans have maximum payout levels. Accelerated Vesting of Equity Awards. We do not accelerate the vesting of long-term incentive awards granted under the Plan, except in connection with a CIC where awards are not assumed or executives are terminated within 18 months and, in the case of awards granted before June 1, , in the event of death or disability. No Employment Agreements for Defined Terms. We do not have separate employment agreements with our executives. No Excessive Perquisites. We do not provide excessive perquisites to our executives. No Supplemental Retirement Benefits. We do not have any supplemental retirement benefit plans for any of our executives. Filed by the Registrant. Filed by a Party other than the Registrant. Check the appropriate box:. Preliminary Proxy Statement. Confidential, for Use of the Commission Only as permitted by Rule 14a-6 e 2. Definitive Proxy Statement. Definitive Additional Materials. Payment of Filing Fee Check the appropriate box :. No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Title of each class of securities to which transaction applies:. Aggregate number of securities to which transaction applies:. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule Proposed maximum aggregate value of transaction:. Total fee paid:. Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:. Form, Schedule or Registration Statement No. Filing Party:. Date Filed:. Expanded our operating leverage by growing gross profit at a significantly faster rate than operating expenses. Reduced our net debt leverage from 3. Adopting a majority voting standard in uncontested director elections;. Appointing a Lead Independent Director;. Adding new independent directors to the Board — independent directors now comprise all but two members of the Board, and our standing committees are now comprised only of independent directors;. Reviewing our corporate governance guidelines and practices on an annual basis;. Strengthening our commitment to Board diversity; and. Eliminating the supermajority voting requirements in our Certificate of Incorporation, subject to stockholder approval see the proposal in the accompanying proxy statement. Updated our Supplier Code of Conduct, which sets forth the principles that we expect all of our suppliers to meet on topics such as legal compliance, food safety, human rights, physical safety, and the environment. Began testing 55 compressed natural gas CNG vehicles in our fleet, in an effort to reduce emissions and fuel costs. Elect the two nominees named in the proxy statement to the Board of Directors;. Approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement;. Adopt a restatement of our Amended and Restated Certificate of Incorporation;. Transact any other business properly before the meeting or any adjournments or postponements of the meeting. Proposal 1 — Election of Two Director Nominees. Proposal 2 — Say on Pay Resolution. Proposal 4 — Adoption of Restated Certificate of Incorporation. Proposal 5 — Ratification of Independent Auditor. Nominating and. Director Since. Court D. July Robert M. Lead Independent Director. Jan Sunil Gupta. Mar John A. Sept Carl Andrew Pforzheimer. Pietro Satriano. Chairman and Chief Executive Officer. David M. Ann E. Majority of directors are independent. Annual Say on Pay vote. Strong commitment to Board diversity. No shareholder rights or poison pill. Stock ownership guidelines for directors and executives. Board and committee self-evaluations. Eliminated supermajority voting requirements subject to stockholder approval; see Proposal 4. Annual and long-term incentive compensation aligned with our financial performance. Long-term performance targets. Pre-established performance targets. Double-trigger change in control severance benefits. Gross-ups of perquisites or severance benefits. Uncapped incentive compensation opportunities. Accelerated vesting of equity awards under active plan outside of a Change in Control. Employment agreements for defined terms. Excessive perquisites. Supplemental retirement benefits. On or before November 16, Between January 4, and February 3, JOHN A. Age 62 Director since: Lederer has served as a Senior Advisor with Sycamore Partners, a private equity firm specializing in retail and consumer investments, since September In that capacity, he serves as the Executive Chairman of the board of directors of Staples, Inc. From September until July , Mr. Lederer served as our President and Chief Executive Officer. From to , Mr. Prior to Duane Reade, he spent 30 years at Loblaw Companies Limited, a Canadian grocery retailer and wholesale food distributor, where he held a number of leadership roles and served as President from to Lederer previously served on the boards of Restaurant Brands International, Inc. Lederer has extensive senior executive leadership experience in the food industry, including his five years of service as our Chief Executive Officer. Pforzheimer has served as chairman of the board of directors of Barteca Holdings since March Pforzheimer was initially recommended as a nominee by our Chairman and Chief Executive Officer and was recommended for election by the Nominating and Corporate Governance Committee. Pforzheimer is a successful restauranteur and has served as a Member of the Education Policy Committee at the Culinary Institute of America and the board of the Connecticut Restaurant Association. He brings a customer perspective and his experience and expertise in the food industry to the Board. Dutkowsky has served as the Chief Executive Officer and a member of the board of directors of Tech Data Corporation, a technology distributor, since October and was elected Chairman of the board of directors in June Prior to joining Tech Data Corporation, Mr. He began his career at IBM, a technology company, where he served in several senior management positions. Dutkowsky previously served as a director and member of the compensation committee of The ADT Corporation, a security company. Dutkowsky has substantial senior executive leadership experience and provides us with valuable governance perspectives based on his experience as a board member, and in some cases, chairman, of numerous public and private companies. Carter Professor of Business Administration in He has served as the Chair of the General Management Program for senior executives and Co-Chair of the Driving Digital Strategy executive program since and, prior to that, served as the Chair of the Marketing department from to Before joining HBS, Prof. Gupta held a number of positions at the Columbia University Graduate School of Business, including serving as the Meyer Feldberg Professor of Business from to He currently serves on the board of directors of the American Marketing Association. Gupta has 30 years of research, teaching and consulting experience in marketing and strategy, including 10 years in digital marketing, as well as a Ph. Age 55 Director since: In December , Mr. Satriano was elected Chairman of the Board. From February until July , Mr. Satriano served as our Chief Merchandising Officer. Prior to joining US Foods, Mr. Satriano was President of LoyaltyOne Co. Satriano has extensive experience and leadership in the food industry and setting and executing our strategy. Additionally, his role as our Chief Executive Officer provides the Board with valuable insight into our operations and brings a management perspective to the deliberations of the Board. He is also the principal and founder of CKAL Advisory Partners, where he provides private equity advisory services in the distribution, eCommerce, and supply chain sectors. Carruthers previously served W. Grainger, Inc. Carruthers previously served on the board of Foundation Building Materials, Inc. Carruthers has substantial experience as a senior executive for a large international distribution company and extensive knowledge of financial reporting, internal controls and procedures, and risk management. Prior to Dollar General, Mr. Tehle was Chief Financial Officer of Haggar Corporation from to and held finance positions at several companies, including Ryder System, Inc. Tehle has extensive knowledge of financial reporting, internal controls and procedures, and risk management, in addition to significant experience as chief financial officer of a public company. ANN E. From until , Ms. Prior to joining Sara Lee, Ms. Ziegler also serves on the board of directors of Wolters Kluwer N. Ziegler has extensive knowledge of financial reporting, internal controls and procedures, risk management, corporate development and mergers and acquisitions, in addition to significant experience as a chief financial officer of a public company. Presides over Board meetings;. Serves as a liaison between management and the Board;. Calls special meetings of the Board; and. Presides over executive sessions of the independent directors;. Serves as a liaison between the Chairman and the independent directors;. Consults with the Chairman regarding correspondence addressed to the Board; and. May be called on to speak to stockholders on behalf of the Board. Ziegler Meetings during : 8. Tehle Meetings during : 4. Pforzheimer Meetings during : 4. Tehle Meetings during : 0. The Executive Committee meets and may exercise certain powers of the Board, except as limited by law, between regularly scheduled meetings of the Board, when it is not practical or feasible for the Board to meet, or as otherwise directed by the Board. Fees Earned. Awards 1. Awards 2. Carruthers 3. Dutkowsky 4. The following table reflects the aggregate number of stock awards outstanding for each director at the end of fiscal Aggregate Stock. The following table reflects the aggregate number of option awards outstanding for each director at the end of fiscal Aggregate Option. Carruthers was appointed Chair of the Compensation Committee on May 10, His additional annual retainer was prorated for his partial year of service. Common Stock. Beneficially Owned. Name and Address of Beneficial Holder. Number 1. Boston, MA The Vanguard Group, Inc. Malvern, PA Eminence Capital, LP 2. New York, NY Directors and Named Executive Officers. Kristin M. Andrew Iacobucci. Fareed A. Dirk J. Keith D. All directors and executive officers as a group 17 people. Includes shares of our common stock subject to stock options that are exercisable within 60 days of February 28, as follows no restricted stock units or unvested stock options are scheduled to vest within 60 days of February 28, :. Stock Options. Sandler with the SEC on February 20, Eminence Capital, LP reported having shared voting and dispositive power over 11,, shares; Eminence GP, LLC reported having shared voting and dispositive power over 8,, shares; and Ricky C. Sandler reported having sole voting and dispositive power over 6, shares and shared voting and dispositive power over 11,, shares. Johnson with the SEC on February 13, As of December 31, , FMR LLC reported having sole voting power over 5,, shares and sole dispositive power over 27,, shares. Through their ownership of voting common shares of FMR LLC and execution of an agreement to vote such shares along with the majority of the voting common shares, members of the Johnson family, including Ms. As of December 31, , Vanguard reported having sole voting power over 92, shares, shared voting power over 25, shares, sole dispositive power over 17,, shares and shared dispositive power over , shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 76, shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. Chief Merchandising Officer, effective January 23, Chief Information Officer. Former CFO, resigned effective February 16, Total case volume increased 2. Net sales increased 5. Gross profit increased 4. Fiscal Actual as a. Percentage of Target. Net Debt 1. Appropriately balance annual and long-term incentive compensation opportunities to align with our goals, priorities and the creation of stockholder value;. Balance risk and reward to encourage sustainable financial performance; and. Offer fiscally responsible programs that ensure accountability in meeting our performance goals. Description of Component. Objective of Component. Setting of Component. Base Salary. Fixed amount based on level of responsibility, experience, tenure, qualifications and, when applicable, individual performance. Annual Incentive Plan Award. Long-Term Incentive Plan Award. Only publicly traded U. Potential peers were identified from the following categories:. The performance goals are consistent with our long-range plan for the three-year performance period and are set at the beginning of the period. Stock options may expire 10 years from the grant date. Named Executive Officer. Merit 1. Promotion to CFO. New Hire in 2. Merit 3. Resigned February In consultation with Meridian, the Compensation Committee approved an increase to Mr. Fiscal AIP Target. Eligible Earnings. AIP Target Award 1. Individual components may not add to total presented due to rounding. Net Debt. Payout Scale. Linear interpolation is used to determine the payout percentage when results fall between the threshold and target performance levels and between the target and maximum performance levels. Performance results that exceed the maximum performance level receive the maximum payout. Performance Metric. Net Debt 2. AIP Award 1. Number of. Grant Value. Stock Options 1. RSUs 1. Based RSAs 2. The number of RSUs awarded was calculated using the fair market value of our common stock on the grant date, and the number of stock options awarded was calculated using the Black-Scholes value of the stock option award on the grant date. The grant date fair value of the awards is reported in the Summary Compensation Table and the Grants of Plan-Based Awards table below. The number of RSAs awarded was calculated using the fair market value of our common stock on the grant date. RSUs Awarded. Severance Benefits. In the event of a gualifying termination and subject to the execution of a release, severance benefits include: i accrued and unpaid base salary through the date of termination, ii pro-rated AIP award for the year of termination, iii salary continuation for 18 months 24 months for Mr. Satriano , payable in equal annual installments for 18 months 24 months in the case of Mr. Restrictive Covenants. If an executive becomes entitled to severance benefits, the executive is subject to certain non-competition, non-solicitation and non-disparagement covenants. Additionally, the executive must maintain the confidentiality of, and refrain from disclosing or using, our trade secrets for any period of time as the information remains a trade secret under applicable law, and our confidential information at all times. Clawback of Severance Benefits. Eliminated the excise tax gross up and replaced it with a best net approach. Increased the fixed bonus multiple for terminations following a change in control to align with market practice. Compensation Committee. Carruthers, Chairman David M. Incentive Plan. All Other. Name and. Bonus 1. Compensation 3. Compensation 4. Principal Position. Chairman and Chief. Executive Officer. Chief Financial Officer. Chief Merchandising Officer. Executive Vice President,. Chief Compliance Officer. Former Chief Financial Officer. The amounts shown for represent sign-on bonuses paid to Mr. For each of Messrs. Satriano, Locascio and Rohland, these amounts also include one tranche of each of the performance-based LTIP awards awarded in fiscal and fiscal which were deemed to have been granted in when the performance goal was set by the Compensation Committee for the fiscal performance period. The grant date fair values have been calculated in accordance with FASB ASC using a for the RSAs and RSUs, the fair market value of our common stock on the grant date and b for the stock options, the calculated Black-Scholes value of our common stock on the grant date. For the performance-based RSAs, the fair value of the awards, assuming the highest level of performance is achieved, is as follows:. The amounts reported in this column for represent the fiscal AIP award payments based on an actual payout at Awards were paid in March Satriano, Mr. Locascio, Ms. Coleman and Mr. For Mr. Khan resigned effective February 16, All Other Stock. All Other Option. Exercise Price of Option. Grant date Fair Value of Stock and Option. Performance Options Time-based RSUs Khan voluntarily resigned in February , and was not eligible to receive a fiscal AIP award. See Footnote 2 of Summary Compensation Table, above. Represents time-based option awards granted to the NEOs excluding Mr. Coleman as a part of their offers for employment. Option Awards. Stock Awards. Payout Value. Shares, Units. Not Vested 1. Vested 1. Khan The Compensation Committee will set annual performance conditions for each tranche of the outstanding performance awards. The grant date fair value reflecting one tranche of each fiscal and fiscal performance award for each NEO is reported in the Summary Compensation Table and the Grants of Plan-Based Awards table above. The remaining tranches will have a grant date fair value and be reported in the year in which the relevant performance goal is set. These equity awards consist of the June 23, stock option awards shown below. These equity awards consist of the November 16, stock option awards shown below. These equity awards consist of the August 21, stock option awards shown below. Based Stock Options. The performance-based RSAs vest based on our relative achievement of a three-year Adjusted EBITDA growth goal which has a 70 percent weight, and a return on invested capital growth goal which has a 30 percent weight. The performance goals are cumulative and cannot be measured on an interim basis, and therefore, the number and market value of the RSAs reflected in this table are based on achieving target performance goals. These stock awards consist of the three unvested tranches of the June 23, RSU awards shown below. Based RSUs. These stock awards consist of the two unvested tranches of the November 16, RSU awards shown below and dividend equivalent units that accrued when the Company made a one-time, special cash distribution to our stockholders of record on January 4, He had no equity awards outstanding at the end of fiscal Voluntary Termination. Involuntary Termination. Payments and Benefits Payable Upon Termination. Good Reason. Retirement 1. For Cause. Not For Cause. Change in Control. Total and Permanent Disability or Death. Cash Compensation 2. Long-term Equity Incentives 3. LTD Insurance Payment 4. Health and Welfare Benefits Continuation 5.

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