Grocery Outlet Holding Corp DEF 14A, filed Apr 28, 2023

Grocery Outlet Holding Corp. (GO)

DEF 14A 2023-04-28

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Added on June 12, 2026

About this DEF 14A

Grocery Outlet Holding Corp filed this DEF 14A on April 28, 2023.

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		☐				Preliminary Proxy Statement
		☐				Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material Under to §240.14a-12

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Eric J. Lindberg, Jr.	Erik D. Ragatz	Robert J. Sheedy, Jr.
Chairman of the Board	Lead Independent Director	President, Chief Executive Officer and Member of the Board

	PROXY SUMMARY					1
	PROXY STATEMENT					8
	CORPORATE GOVERNANCE AND BOARD MATTERS					8
	Board of Directors					8
	Our Environmental, Social and Governance Approach					27
	Our Commitment to Human Capital Management					27
	Code of Business Conduct and Ethics					30
	Director Compensation					31
	AUDIT AND RISK COMMITTEE REPORT					34
	OTHER AUDIT AND RISK COMMITTEE MATTERS					37
	EXECUTIVE OFFICERS					38
	COMPENSATION DISCUSSION AND ANALYSIS					41
	Executive Summary					41
	Elements of Fiscal Year 2022 NEO Compensation Program					45
	Compensation Levels and Benchmarking					51
	Process and Roles for Determining Compensation					52
	Employment Arrangements with NEOs					54
	Other Compensation					54
	Other Equity-Related Policies					55
	Tax and Accounting Implications					56
	COMPENSATION COMMITTEE REPORT					58
	NAMED EXECUTIVE OFFICER COMPENSATION TABLES					59
	Summary Compensation Table in Fiscal Years 2022, 2021 and 2020					59
	Grants of Plan-Based Awards in Fiscal Year 2022					61
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards					62
	Outstanding Equity Awards at 2022 Fiscal Year End					63
	Option Exercises and Stock Vested During Fiscal Year 2022					65
	Potential Payments Upon Termination or Change in Control					66
	Pay Versus Performance					71
	CEO Pay Ratio					77
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					79

	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					81
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					83
	PROPSALS FOR CONSIDERATION AT ANNUAL MEETING					84
	Proposal 1—Election of Class I Directors					84
	Proposal 2—Ratification of Independent Registered Public Accounting Firm					85
	Proposal 3—Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation					86
	ADDITIONAL INFORMATION					87
	Frequently Asked Questions About the Proxy Materials and the Annual Meeting					87
	Delinquent Section 16(a) Reports					91
	OTHER MATTERS					92
	Availability of Fiscal Year 2022 Annual Report to Stockholders					92
	Stockholder Proposals and Director Nominations for the 2024 Annual Meeting of Stockholders					92
	Delivery of Documents to Stockholders Sharing an Address					93
	Transfer Agent Information					93
	Forward-Looking Statements					93

		Date:			June 20, 2023
		Time:			11:00 a.m. Pacific Daylight Time
		Location:			Via webcast at www.virtualshareholdermeeting.com/GO2023
		Record Date:			April 24, 2023
		Voting:			Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote.

PROPOSAL	BOARD RECOMMENDATION	PAGE
1 Election of Class I directors	FOR each director nominee	84
2 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal Year 2023	FOR	85
3 Advisory (non-binding) vote to approve our Named Executive Officer compensation	FOR	86

	Net Sales $3.58 Billion (16.2% increase)				Comparable Store Sales 11.8%
	Net Income $65.1 Million $0.65 Diluted EPS				441 Stores at Fiscal Year End 26 Net New Stores Opened
	Non-GAAP (Prior Definition)(1) Adjusted EBITDA $225.9 Million Adjusted Net Income $102.0 Million $1.02 Adjusted Diluted EPS				Non-GAAP (Revised Definition)(1) Adjusted EBITDA $214.7 Million Adjusted Net Income $93.9 Million $0.94 Adjusted Diluted EPS

NAME	AGE	POSITION
Kenneth W. Alterman	66	Director Chair of the Compensation Committee
John E. Bachman	67	Director Chair of the Audit and Risk Committee
Thomas F. Herman	82	Director Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee
Erik D. Ragatz	50	Lead Independent Director; Former Chairman of the Board (2014 – 2022) Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee

	SKILLS AND EXPERIENCE(1)
	Retailing and/or Consumer Packaged Goods			10
	Marketing and Brand Management			7
	Executive Management			10
	Public Company Experience			5
	Finance, Accounting and Financial Reporting			6
	Risk Oversight			8
	Digital Transformation or Technology			5

	WHAT WE DO			WHAT WE DON’T DO
	✓ Independent Lead Independent Director role with significant responsibilities			No dual classes of common stock and no different voting rights
	✓ A substantially independent Board, with fully independent Committees			No poison pill
	✓ Since IPO, significant Board refreshment and enhanced Board diversity (including 30% women, effective following Mr. Matthews’ retirement)			No director overboarding under our policy
	✓ Comprehensive Board and Committee annual evaluation process			No hedging or pledging
	✓ Regular executive sessions of independent directors ✓ Majority voting standard for director elections (effective in 2023)			No super-majority voting provisions in our charter and bylaws (Company proposal approved at 2022 annual meeting)
	✓ Significant Board and Committee oversight of strategy, risk, ESG and succession planning
	✓ Declassify the Board by 2026 (Company proposal approved at 2022 annual meeting)

	BASE SALARY			AIP			EQUITY
	✓ Reasonable and market-based merit base salary increases ✓ One promotion-based increase			✓ No change to target bonus opportunity as % of base salary ✓ Based on our performance, AIP awards were earned (141% of target) and paid to our Named Executive Officers for Fiscal Year 2022			✓ No change to target equity opportunity as % of base salary, performance metrics or mix of time-based and performance-based equity awards ✓ Our first cycle of PSUs (awarded in Fiscal Year 2020) were earned (196% of target on a combined basis) and paid to our Named Executive Officers based on our achievement of revenue and adjusted EBITDA growth goals over a three-year performance period ended Fiscal Year 2022

NAME	AGE	POSITION	TERM ENDING
Kenneth W. Alterman	66	Director Chair of the Compensation Committee	CLASS I -2023
John (“Jeb”) E. Bachman	67	Director Chair of the Audit and Risk Committee	CLASS I -2023
Thomas F. Herman	82	Director Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee	CLASS I -2023
Erik D. Ragatz	50	Lead Independent Director Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee	CLASS I -2023
Mary Kay Haben	67	Director Chair of the Nominating and Corporate Governance Committee	CLASS II -2024
Gail Moody-Byrd	65	Director Member of the Audit and Risk Committee	CLASS II -2024
Jeffrey R. York	59	Director Member of the Audit and Risk Committee	CLASS II -2024
Carey F. Jaros	45	Director Member of the Compensation Committee	CLASS III -2025
Eric J. Lindberg, Jr.	52	Chairman of the Board	CLASS III -2025
Norman S. Matthews(1)	90	Director Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee	CLASS III -2025
Robert J. Sheedy, Jr.	48	President and Chief Executive Officer	CLASS III -2025

	SKILLS AND EXPERIENCE(1)
	Retailing and/or Consumer Packaged Goods Provide operational and strategic advice and oversight to our executive management on the business of national retail companies, including our industry.						10
	Marketing and Brand Management Provide experience and advice as our executive management seeks to increase brand awareness and market share among customers.						7
	Executive Management Provide our executive management with perspective in analyzing and overseeing the execution of operational, organizational and policy issues						10
	Public Company Experience Offer insights regarding the operation of a public company and public company board, including key issues of corporate governance, audit, compensation, SEC matters, stakeholder engagement and regulatory/compliance matters. Experience has been gained as an executive or board member of a public company other than Grocery Outlet						5
	Finance, Accounting and Financial Reporting Understand, oversee and advise our management with respect to our operating and strategic performance, capital structure, finance and investing activities, financial reporting and internal control over financial reporting.						6
	Risk Oversight Provide our executive management with perspective in identifying, analyzing, addressing and mitigating enterprise risks, financial risks, business continuity risks and other risks.						8
	Digital Transformation or Technology Offer insights regarding using technologies to create new or modify existing business processes to meet evolving business, market and customer expectations.						5

Total Number of Directors	11
PART I: GENDER IDENTITY	FEMALE		MALE		NON-BINARY		DID NOT DISCLOSE GENDER
Directors		3		8		—		—
PART II: DEMOGRAPHIC BACKGROUND
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Black or African American		1		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		2		8		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+						—
Did Not Disclose Demographic Background						—

	KENNETH W. ALTERMAN
	Director since February 2011 Committees • Compensation Committee (Chair) Other Public Company Directorships • None			Mr. Alterman, 66, currently retired, most recently served as an Executive Adviser to Savers, Inc., a retail thrift store chain from January 2017 to January 2022. He previously served as the President, Chief Executive Officer and a director of Savers, Inc. from January 2004 to January 2017 and as the Vice President and General Manager from December 2002 to December 2003. Qualifications And Experience Mr. Alterman has extensive knowledge of the discount industry, as well as substantial experience developing corporate strategy and assessing emerging industry trends and business operations.

	JOHN (“JEB”) E. BACHMAN
	Director since November 2019 Committees • Audit and Risk Committee (Chair) Other Public Company Directorships • The Children’s Place Inc. (NASDAQ: PLCE) (2016 to current) • Recharge Acquisition Corp. (NASDAQ: RCHG) (2020 to 2022) • WEX Inc. (NASDAQ: WEX) (2016-2021)			Mr. Bachman, 67, has been an outside director for various public companies since his retirement in 2015. From 1978 to 2015, Mr. Bachman was a certified public accountant at the accounting firm, PricewaterhouseCoopers LLP (“PwC”), most recently as a partner. At PwC, Mr. Bachman served for six years as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Mr. Bachman currently serves on the board of directors of The Children’s Place Inc. He also previously has served as a director of Recharge Acquisition Corp. and WEX, Inc. Qualifications And Experience Mr. Bachman is a retired CPA and has extensive background in auditing, as well as business strategy and risk oversight experience from serving in the leadership of one of the world’s largest accounting firms. Mr. Bachman has been identified by our Board as an audit committee financial expert.

	THOMAS F. HERMAN
	Director since 2004 Committees • Audit and Risk Committee • Nominating and Corporate Governance Committee Other Public Company Directorships • None			Mr. Herman, 82, served as the President and Chief Operating Officer of Good Guys, Inc., a consumer electronics retailer from 2003 to 2004. Prior to that time, he served in various management positions, including at Oak Harbor Partners, a boutique financial services firm, Employment Law Learning Technologies, a distance learning company focused on employment law, Alamo Group, a real estate & operations business, American Copy Jewelry and the San Francisco Music Box Co. Qualifications And Experience Mr. Herman has significant retail experience and financial expertise based on his years of senior executive experience as well as his prior experience serving on the boards of public companies such as Crdentia Corp. and Good Guys, Inc. Mr. Herman has been identified by our Board as an audit committee financial expert.

	ERIK D. RAGATZ
	Lead Independent Director since January 2023 Former Chairman of the Board from October 2014 to December 2022 Committees • Compensation Committee • Nominating and Corporate Governance Committee Other Public Company Directorships • Snap One Holdings Corp. (NASDAQ: SNPO) (2017 to current)			Mr. Ragatz, 50, has served as a Senior Advisor at Hellman & Friedman LLC, a private equity firm, since February 2023. A 20+ year member of the firm, he previously served as a Partner of Hellman & Friedman from 2008 through early 2023 leading the firm’s efforts to invest in the consumer, retail and industrial sectors. He currently serves as Chairman and a member of the board of directors of Snap One Holdings Corp. He also serves as lead outside director and as a member of the audit and compensation committees of Wand TopCo Inc. (d/b/a Caliber Collision) and At Home Group, Inc., both private H&F portfolio companies. Qualifications And Experience Mr. Ragatz has significant strategic, financial, and business development expertise, along with insight into the proper functioning and role of corporate boards of directors, gained through his years of service on the boards of directors of H&F’s portfolio companies.

	MARY KAY HABEN
	Director since November 2019 Committees • Nominating and Corporate Governance Committee (Chair) Other Public Company Directorships • The Hershey Company (NYSE: HSY) (2013 to current) • Equity Residential (NYSE: EQR) (2011 to current)			Ms. Haben, 67, has been an outside director for various public companies since her retirement in February 2011. From April 2007 to February 2011, Ms. Haben held various senior positions with Wm. Wrigley Jr. Company, a confectionery company, most recently as President, North America. Prior to that time, she held several key positions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including serving as President of multibillion dollar divisions. Ms. Haben currently serves on the boards of directors of The Hershey Company and Equity Residential. Qualifications And Experience Ms. Haben has substantial M&A, operating, digital, customer and consumer preference experience as a senior executive for consumer-packaged goods/food companies, in addition to governance, compensation, finance and risk management expertise from her public company boards.

	GAIL MOODY-BYRD
	Director since January 2021 Committees • Audit and Risk Committee Other Public Company Directorships • None			Ms. Moody-Byrd, 65, has served as Vice President, Marketing, LinkedIn Sales Solutions at LinkedIn Corporation since March 2022. Previously, she served as the Chief Marketing Officer of Noodle.ai, a software company, from November 2018 to February 2022. Prior to Noodle.ai, from September 2007 to June 2017, Ms. Moody-Byrd held various positions with SAP SE, a multinational software corporation, most recently as Vice President of Web Marketing. Her retail industry experience also includes roles with divisions of Macy’s and Target Corporation, with Levi, Strauss & Co., and as a retail consultant with McKinsey & Company and Walter K. Levy Associates. Qualifications And Experience Ms. Moody-Byrd has extensive marketing and retail background, as well as experience in driving brand awareness, demand generation and business development.

	JEFFREY R. YORK
	Director since November 2010 Committees • Audit and Risk Committee Other Public Company Directorships • None			Mr. York, 59, has served as Partner, Farm Boy Stores and Special Advisor to Sobeys, Inc. the second largest food retailer in Canada, since June 2020. Previously, he served as Co-Chief Executive Officer and President of Farm Boy, Inc., a grocery retailer from November 2009 through June 2020. Mr. York currently serves as a member of the boards of directors of Focus Graphite, an advanced exploration and mining company, Braille Energy Systems, Inc., a manufacturer of race car batteries and other energy storage devices and Stria Lithium, a junior mineral exploration company with lithium claims in Northern Quebec. Qualifications And Experience Mr. York has extensive knowledge of the grocery industry and corporate governance based on his experience as a senior executive and serving on boards of directors.

	CAREY F. JAROS
	Director since September 2020 Committees • Compensation Committee Other Public Company Directorships • None			Ms. Jaros, 45, serves as President and Chief Executive Officer and a member of the board of directors of GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer. Ms. Jaros joined GOJO Industries in 2014 as a director and served as the company’s Chief Operating Officer and Chief Strategy Officer prior to becoming its CEO in January 2020. Previously, Ms. Jaros served for over a decade in various senior management positions at Deal Tire and at Bain and Company, a management consulting firm. Ms. Jaros is a past board member of ESOP ACRT Services Inc. and has been a board member and advisor to more than a half-dozen private companies including edtech startup WISR Inc., and personal care startup Aunt Flow. Qualifications And Experience As a sitting CEO, Ms. Jaros brings perspective on a broad range of management topics and also contributes her knowledge of retail and consumer products. She has substantial experience developing corporate strategy, assessing emerging industry trends as well as optimizing business operations.

	ERIC J. LINDBERG, JR.
	Director since January 2006 Chairman of the Board since January 2023 Other Public Company Directorships • None			Mr. Lindberg, 52, has served as a director since January 2006 and as Chairman of the board since January 2023. He served as our Chief Executive Officer from January 2019 through December 2022. Previously, from January 2006 to December 2018, Mr. Lindberg served as our Co-Chief Executive Officer. Prior to being appointed Co-Chief Executive Officer, Mr. Lindberg served in various positions with the Company since 1996. Mr. Lindberg and Mr. Read are cousins by marriage. Qualifications And Experience As our former Chief Executive Officer, Mr. Lindberg brings to our Board significant senior leadership, and his detailed knowledge of our operations, finances, strategies and industry garnered over his 26-year tenure with us makes him well qualified to serve as Chairman of the Board.

	NORMAN S. MATTHEWS
	Director since October 2014 Committees • Compensation Committee • Nominating and Corporate Governance Committee Other Public Company Directorships • The Children’s Place Inc. (NASDAQ: PLCE) (2009 to current) • Party City Holdco, Inc. (NASDAQ: PRTYQ) (2013 to current) • ThredUp Inc. (NASDAQ: TDUP) (Private: 2014-2021; since IPO: 2021-2022) • Spectrum Brands Holdings, Inc. (NYSE: SPB) (2010 to 2021)			Mr. Matthews, 90, served in various senior management positions for Federated Department Stores from 1978 to 1988, including most recently as President from 1987 to 1988. Prior to joining Federated Department Stores, Mr. Matthews served as Senior Vice President, General Merchandise Manager for E.J. Korvette, and as Senior Vice President, Marketing and Corporate Development for Broyhill Furniture Industries. Mr. Matthews currently serves on the boards of directors of The Children’s Place Inc., and Party City Holdco, Inc. He also previously has served as director of Spectrum Brand Holdings, Inc., Henry Schein, Inc., ThredUP Inc. and The Progressive Corporation. Effective as of the date of the 2023 Annual Meeting, Mr. Matthews will retire as a Class III member of the Board, and as a member of the Compensation and Nominating and Corporate Governance Committees. Qualifications And Experience Mr. Matthews has extensive knowledge of the retail industry and strategic marketing and sales and corporate governance practices from his years as a senior executive and member of the boards of directors of several public companies.

	ROBERT J. SHEEDY, JR.
	Director since January 2023 Other Public Company Directorships • None			Mr. Sheedy, 48, has served as our President and Chief Executive Officer since January 2023. He has served as a director since January 2023. Previously, he served as our President from January 2019 to December 2022, as our Chief Merchandise, Marketing & Strategy Officer from April 2017 to December 2018, our Chief Merchandise & Strategy Officer from March 2014 to April 2017 and our Vice President, Strategy from April 2012 to February 2014. Before joining us, Mr. Sheedy served in various roles at Staples Inc., an office supply company, from 2005 to 2012, most recently as their Vice President, Strategy. Qualifications And Experience As our President and Chief Executive Officer, Mr. Sheedy brings to our Board extensive knowledge of all aspects of our business, vision, strategy, people and leadership.

	ERIK D. RAGATZ
	Erik D. Ragatz			• Preside over all meetings of the Board at which the Chairperson and CEO are not present; • Request the inclusion of certain materials for Board meetings; • Collaborate with the Chairperson and CEO on Board meeting agendas; • Collaborate with the Chairperson and CEO in determining the need for special meetings of the Board; • Serve as the Board liaison to the CEO to give guidance and/or feedback; • Regularly consult with the Chairperson and the CEO regarding the Company’s strategy and key operational matters; • Be available to meet with major stockholders of the Company as appropriate; • Develop topics and lead Board discussion in executive sessions of the independent directors; • Provide leadership and serve as temporary Chairperson of the Board or CEO in the event of the inability of the Chairperson or CEO to fulfill his/her role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the Lead Independent Director shall have the authority to convene meetings of the Board or management; • Call meetings of independent directors when necessary; • Recommend to the Board, in concert with the chairs of the respective Committees, the retention of consultants and advisors who directly report to the Board; and • Perform such other responsibilities as may be designated by the Board from time to time.

	Full Board			• General risk management oversight, including strategic, operational, financial and legal risks • Joint leadership with management regarding crisis management, such as the Company’s response to the COVID-19 pandemic, and disaster recovery activities • Reviews and approves annual business plan, including strategy and liquidity, and reviews long-term strategy, including ESG issues that are integral to our business model, strategy and culture • Reviews capital allocation strategy, including share repurchase program • Regularly reviews material risks and opportunities • CEO and Executive Team Succession Planning
	Audit and Risk Committee			• Oversees enterprise risk management and reviews key findings and strategies to mitigate identified risks • Oversees significant financial risk exposures, including liquidity, legal, regulatory and other contingencies • Regularly reviews reports from the Company’s legal, regulatory and compliance functions, including ethics hotline • Regular oversight and consultations with the independent registered public accounting firm • Oversight of the internal audit function • Oversees cybersecurity risk management
	Compensation Committee			• Annually reviews whether any compensation programs encourage excessive risk taking, as well as risk mitigation policies and considerations • Increasing role in overseeing human capital management, including talent acquisition, diversity, equity and inclusion, and any human capital risks identified in the enterprise risk management process
	Nominating and Corporate Governance Committee			• Considers any governance risks identified in in the enterprise risk management process • Responsible for sustainability and oversight of risks and opportunities related to ESG

	EMPLOYEE DIVERSITY AS OF DECEMBER 31, 2022(1)
	Women					37%
	Women in Director and above roles					34%
	Racially and ethnically diverse					60%
	Racially and ethnically diverse in Director and above roles					31%

Component of Cash Retainer	Policy during Fiscal Year 2022 until 4/27/2022 ($)		Policy during Fiscal Year 2022 on and after 4/27/2022 ($)
Annual cash retainer for Board service:
Chairman		175,000		205,000
Vice Chairman		175,000		175,000
Other Non-Employee Directors		75,000		75,000
Annual cash retainer for Committee service:
Audit and Risk Committee – Chair		25,000		25,000
Audit and Risk Committee – Member		15,000		15,000
Compensation Committee – Chair		15,000		20,000
Compensation Committee – Member		10,000		10,000
Nominating and Corporate Governance Committee – Chair		10,000		20,000
Nominating and Corporate Governance Committee – Member		7,500		10,000

NAME	FEES EARNED OR PAID IN CASH ($)(1)		STOCK AWARDS ($)(2)		TOTAL ($)
Kenneth W. Alterman		92,500		125,061		217,561
John E. (Jeb) Bachman		100,000		125,061		225,061
Mary Kay Haben		83,750		125,061		208,811
Thomas F. Herman		98,750		125,061		223,811
Carey F. Jaros		87,758		125,061		212,819
Norman S. Matthews		93,750		125,061		218,811
María Fernanda Mejía(3)		8,137		—		8,137
Gail Moody-Byrd		90,000		125,061		215,061
Erik D. Ragatz(4)		100,000		125,061		225,061
S. MacGregor Read, Jr.(5)		116,984		125,061		242,045
Jeffrey R. York		87,242		125,061		212,303

				Audit and Risk Committee
				John E. Bachman, Chair Thomas F. Herman Gail Moody-Byrd Jeffrey R. York

	FISCAL YEAR 2022 ($)		FISCAL YEAR 2021 ($)
Audit Fees		2,067,805		1,824,835
Audit-Related Fees		—		—
Tax Fees		292,901		245,908
All Other Fees		1,895		1,895
Total Fees		2,362,601		2,072,638

	CHARLES C. BRACHER
	EVP, Chief Financial Officer Since April 2012			Mr. Bracher previously served in roles at Bare Escentuals, Inc., a mineral cosmetics company, from 2005 to 2012, most recently as Chief Financial Officer. Mr. Bracher began his career in the Investment Banking Division of Goldman, Sachs & Co.

	ANDREA R. BORTNER
	EVP, Chief Human Resources Officer Since March 2020			Ms. Bortner previously served as Chief Human Resources Officer at Maxar Technologies, Inc., a space technology company, from August 2016 to October 2019 and as Chief Human Resources Officer at Catalina, an advertising and marketing company, from August 2012 to June 2016.

	PAMELA B. BURKE
	EVP, Chief Stores Officer Since January 2022			Ms. Burke previously served as our Interim General Counsel and Secretary from January 2022 to June 2022, our EVP, Chief Administrative Officer, General Counsel and Secretary from January 2019 to December 2021, and our General Counsel and Secretary from June 2015 to December 2018. Before joining us, Ms. Burke served in various management positions at CRC Health Group, Inc., a provider of specialized behavioral health services, most recently as Senior Vice President of Legal, HR and Risk from April 2010 to February 2015. Prior to CRC Health Group, Ms. Burke was a partner of DLA Piper.

	STEVEN K. WILSON
	EVP, Chief Purchasing Officer Since January 2023			Mr. Wilson previously served as our Senior Vice President, Chief Purchasing Officer from September 2020 to December 2022, as our Senior Vice President of Purchasing from February 2018 to August 2020 and as our Vice President of Purchasing from July 2006 to January 2018. Prior to being appointed Vice President of Purchasing, Mr. Wilson served in various positions of increasing responsibility with us since 1994.

	CALVIN CHUNG
	SVP, Chief Store Development Officer Since March 2023			Mr. Chung previously served as SVP & Chief Development Officer of Office Depot, from August 2018 to March 2023, as Senior Vice President, Global Real Estate at Levi Strauss & Co. from October 2016 to August 2018, and as Vice President, Real Estate Development—Asia at Walmart from February 2013 to October 2016. Prior to Walmart he served as Director of Property Development for Target Corporation.

	LUKE D. THOMPSON
	SVP, General Counsel and Secretary Since July 2022			Mr. Thompson previously served in roles at Big 5 Sporting Goods Corporation, a sporting goods retailer, from 2002 to 2022, most recently as Executive Vice President, General Counsel and Secretary.