Performance Food Group Co DEF 14A, filed Oct 10, 2023

Performance Food Group Co (PFGC)

DEF 14A 2023-10-10 For: 2023-11-30

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Added on June 12, 2026

About this DEF 14A

Performance Food Group Co filed this DEF 14A on October 10, 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 §240.14a-12

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LOGISTICS
	WHEN Thursday, November 30, 2023 10:30 A.M. Eastern Time			WHERE Meeting live via the internet – please visit www.virtualshareholdermeeting. com/PFGC2023			WHO CAN VOTE You may vote at the Annual Meeting of Stockholders to be held on November 30, 2023 (the “Annual Meeting”) if you were a stockholder of record at the close of business on October 2, 2023.

ITEMS OF BUSINESS
Proposal		BOARD RECOMMENDATION
1	To elect the 11 director nominees listed in the Proxy Statement.	FOR each director nominee

2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.	FOR

3	To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.	FOR

WAYS TO VOTE YOUR PROXY
	BY INTERNET Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. You will need the 16-digit number included on your proxy card to obtain your records and to vote by internet.			BY TELEPHONE From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. You will need the 16-digit number included on your proxy card in order to vote by telephone.			BY MAIL Mark your selections on the proxy card. Date and sign your name exactly as it appears on your proxy card. Mail the proxy card in the enclosed postage-paid envelope provided to you in time to be received before the deadline.

⁽¹⁾	Percentages presented for segments exclude corporate overhead and other non-reportable segments.
⁽²⁾	Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

	George L. Holm Chairman and Chief Executive Officer of Performance Food Group Other Current Public Company Boards: None		Manuel A. Fernandez IND Lead Independent Director. Managing Director of SI Ventures. Former Chief Executive Officer of Gartner, Inc. Other Current Public Company Boards: Leggett & Platt, Incorporated Committees: Compensation, NCG, Technology
Age: 68 Director Since: 2002		Age: 77 Director Since: 2017
	Barbara J. Beck IND Executive Advisor to American Securities LLC Other Current Public Company Boards: Ecolab Inc. Committees: Compensation , NCG		William F. Dawson, Jr. IND Chairman and CEO of Northway Partners LLC Other Current Public Company Boards: None Committees: Audit, Technology
Age: 63 Director Since: 2019		Age: 59 Director Since: 2002
	Laura Flanagan IND Chief Executive Officer of Ripple Foods Other Current Public Company Boards: Topgolf Callaway Brands Corp. Committees: Audit, Technology		Matthew C. Flanigan IND Former EVP and Chief Financial Officer of Leggett & Platt, Incorporated Other Current Public Company Boards: Jack Henry & Associates, Inc. Committees: Audit , Technology
Age: 55 Director Since: 2021		Age: 61 Director Since: 2019
	Kimberly S. Grant IND Former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts Other Current Public Company Boards: None Committees: Compensation, NCG		Jeffrey M. Overly IND Former Operating Partner of The Blackstone Group Other Current Public Company Boards: None Committees: Compensation, NCG
Age: 52 Director Since: 2017		Age: 65 Director Since: 2013
	David V. Singer IND Former Chief Executive Officer of Snyder’s-Lance, Inc. Other Current Public Company Boards: Brunswick Corporation Committees: Audit, Technology		Randall N. Spratt IND Former Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation Other Current Public Company Boards: None Committees: Audit, Technology
Age: 68 Director Since: 2019		Age: 71 Director Since: 2018


Age: 64 Director Since: 2020	Warren M. Thompson IND Chairman of the Board and President of Thompson Hospitality Other Current Public Company Boards: Sizzle Acquisition Corp. Committees: Compensation, NCG	KEYS IND Independent Chair
		Committees: Audit	Audit and Finance Committee	NCG	Nominating and Corporate Governance Committee
		Compensation	Human Capital and Compensation Committee	Technology	Technology and Cybersecurity Committee


	STOCKHOLDER RIGHTS Majority voting standard for the election of directors in uncontested elections Proxy access bylaw provision enabling a stockholder who has owned a significant amount of our common stock for a significant amount of time to submit director nominees Majority voting standard for amending our governing documents Majority voting standard for removing directors Right to call a special meeting



	OTHER BOARD AND BOARD COMMITTEE PRACTICES Stock ownership requirements for directors and executive officers Policies prohibiting hedging our shares Policy prohibiting directors and executive officers from pledging our shares All of our directors are elected annually Annual Board and committee self-evaluations Nominating and Corporate Governance Committee oversight of ESG Technology and Cybersecurity Committee oversight of our cybersecurity progra


	BOARD INDEPENDENCE The Board has determined that all of our directors, other than our CEO, are independent under applicable New York Stock Exchange (“NYSE”) rules and our Corporate Governance Guidelines Fully independent Audit and Finance, Human Capital and Compensation, Nominating and Corporate Governance and Technology and Cybersecurity Committees Regular executive sessions of independent directors



	BOARD EXPERTISE Two of the five members of our Audit and Finance Committee qualify as an “audit committee financial expert”



	POLICIES, PROGRAMS AND GUIDELINES Corporate Governance Guidelines place limits on the number of public company directorships held by our directors Any director who has a significant change in principal employment or occupation must offer to resign

		COMPENSATION ELEMENT		COMPENSATION OBJECTIVES DESIGNED TO BE ACHIEVED
		Base Salary		Recognize ongoing performance of job responsibilities.
		Cash Incentive Opportunity		Compensation “at risk” and designed to encourage the achievement of annual business goals.
		Long-Term Equity Incentive Opportunity		Compensation “at risk” and designed to encourage the creation of stockholder value and the achievement of long-term business goals.

		WHAT WE DO
		WHAT WE DO
	Performance Driven Pay: We base a very high percentage of executive pay on Company performance through annual and long-term incentives that are capped. We require executives to achieve annual and long-term performance-based goals tied to stockholder value. Pay Aligned to Peers: We target median compensation levels and benchmark market data of our peer group companies when making executive compensation decisions. Annual Say-on-Pay: We hold an annual advisory Say-on-Pay vote concerning executive compensation. Clawbacks: Our clawback policy subjects sign-on grants, incentive cash, and/or equity awards to clawbacks in the event of a restatement of the financial statements or an error in the calculation of such incentive-based or equity-based compensation, regardless of fraud or misconduct. Stock Ownership Requirements: We apply mandatory stock ownership guidelines for executive officers and directors. Independent Compensation Consulting Firm reporting directly to the Human Capital and Compensation Committee (“Compensation Committee”): Our Compensation Committee engages an independent compensation consulting firm, that does not provide any other services to our Company, to provide counsel and evaluate and manage risk in our compensation programs. Double-Trigger Severance Agreements: We maintain double-trigger equity award vesting acceleration upon involuntary termination following a change in control (“CIC”). Annual Risk Assessment: We perform an annual risk assessment of our compensation programs with the assistance of our independent compensation consulting firm.

		WHAT WE DON’T DO
		WHAT WE DON’T DO
	No excise tax gross-ups. No modified single-trigger or single-trigger CIC severance agreements (we only use double-trigger CIC severance provisions). No uncapped incentive compensation opportunities. No hedging of shares by our directors or employees, including our executive officers. No pledging of shares by our directors or executive officers. No excessive perquisites. No repricing of underwater stock options. No dividends provided on unearned performance awards.

MESSAGE FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER		03

PROXY SUMMARY		04

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP		13

PROPOSAL 01 Election of Directors		13

The Board of Directors		13
Director Nomination Process		14
Director Qualifications and Expertise		14
Nominees for Election to the Board of Directors		17
Stockholder Nominations		23
Board Tenure Policy		23

The Board’s Role and Responsibilities		23

Oversight of Risk Management		24
Management Succession Planning		25
Communications with the Board		25
Code of Business Conduct		25

Board Structure		25

Selection of Chairman of the Board and Chief Executive Officer		26
Lead Director		26
Director Independence and Independence Determinations		27
Executive Sessions		27
Board Committees		27
Special Committees		31

Board Practices, Processes and Policies		31

The Board of Directors and Certain Governance Matters		31
Board Meetings and Attendance		32
Board Performance Evaluations		32
Director Orientation and Continuing Education		33
Committee Charters and Corporate Governance Guidelines		33
Director Service on Other Public Company Boards		33
Transactions with Related Persons		33

COMPENSATION OF DIRECTORS		35

Director Compensation for Fiscal 2023		35

Stock Ownership Guidelines		36

AUDIT MATTERS		37

PROPOSAL 02 Ratification of Independent Registered Public Accounting Firm		37

Audit and Non-Audit Fees		37

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm		38

Report of the Audit and Finance Committee		38

EXECUTIVE OFFICERS OF THE COMPANY		39

STOCKHOLDER ENGAGEMENT		42

Fiscal 2023 Stockholder Engagement Activities		42

Key Takeaways from Our Stockholder Engagement		43

CORPORATE SOCIAL RESPONSIBILITY		44

EXECUTIVE COMPENSATION		48

PROPOSAL 03 Advisory Vote on Named Executive Officer Compensation		48

Report of the Human Capital and Compensation Committee		49

Compensation Committee Interlocks and Insider Participation		49

Compensation Discussion and Analysis		50

Business Highlights for Fiscal 2023		51

Executive Summary		52
Executive Compensation Program Objectives and Overview		52

Fiscal 2023 Executive Total Targeted Compensation Mix		53

Fiscal 2023 Compensation Program Changes		54

Executive Compensation Program Elements		55

Base Salaries		55
Cash Bonus Opportunities		55
Long-Term Equity Incentive Awards		57
Benefits and Perquisites		59
Severance and Other Benefits		60
Compensation Determination Process		60
Annual Compensation Program Risk Assessment		61
Hedging and Pledging Policies		61
Clawback Policy		62
Employment Agreements		62
Summary of Employment Agreement of Mr. Holm		62
Summary of Consulting Agreement of Mr. Hope		62
Non-Qualified Deferred Compensation Plan		63
Stock Ownership Guidelines		64
Tax Impact on Compensation		64
Section 409A of the Internal Revenue Code		64

TABULAR EXECUTIVE COMPENSATION DISCLOSURE		65

Summary Compensation Table		65

Fiscal 2023 Grants of Plan-Based Awards		66

Narrative to Summary Compensation Table and Fiscal 2023 Grants of Plan-Based Awards		67

Outstanding Equity Awards at 2023 Fiscal Year-End		67
Fiscal 2023 Option Exercises and Stock Vested		69
Fiscal 2023 Pension Benefits		69
Potential Payments Upon Termination or Change in Control		69

Severance Arrangements and Restrictive Covenants		70

Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination		70

CEO Pay Ratio Disclosure		73

Pay Versus Performance		74

Relationship Between Pay and Financial Performance		75
Financial Performance Measures		76

EQUITY COMPENSATION PLAN INFORMATION		77

OWNERSHIP OF SECURITIES		78

Beneficial Ownership		78

INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING		80

GENERAL INFORMATION		81

Questions and Answers about Voting and the Annual Meeting		81

Stockholder Proposals for the 2024 Annual Meeting		84

Other Business		85

APPENDIX A RECONCILIATION OF NON-GAAP ITEMS		86

INDEPENDENCE	TENURE	DIVERSITY	AGE
All directors nominees are independent except our CEO


01			CONSIDERATION AND ASSESSMENT OF CANDIDATES In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition, and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, judgment, industry knowledge or experience, independence of thought, and his or her ability to work collegially with the other members of the Board.


02			IDENTIFICATION OF PROSPECTIVE DIRECTOR CANDIDATES In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.


03			DETERMINATION OF OVERALL BOARD EFFECTIVENESS When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each nominee’s current performance as a director and on the information discussed in each Board member’s or candidate’s biographical information.


We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

	COMMITMENT TO DIVERSITY

Although the Board does not have a formal diversity policy, the Nominating and Corporate Governance Committee considers diversity to be an important consideration when evaluating Board composition and recognizes the value of cultivating a Board with a diverse mix of perspectives, skills, experiences, and backgrounds. As such, when considering a director candidate, the Nominating and Governance Committee takes into account the candidate’s self-identified specific diversity characteristics, such as race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background. Demonstrating PFG’s commitment to diversity at every level of our organization, three of our director nominees, or approximately 27%, are women and three of our director nominees, or approximately 27%, identify as ethnically diverse. Of the five new independent directors added in the past four years, three (or 60%) represent gender or ethnic diversity. Additionally, for each new director search, the Nominating and Corporate Governance Committee is committed to including female and racial or ethnic minority candidates in the candidate pool.


	Holm	Fernandez	Beck	Dawson, Jr.	Flanagan	Flanigan	Grant	Overly	Singer	Spratt	Thompson













Gender Identity	M	M	F	M	F	M	F	M	M	M	M
Racial Diversity

CEO Leadership		Experience as a CEO of a large public or private organization brings unique perspectives and practical understanding of strategy, risk management, execution, and the operation and management of large organizations.
Financial		Directors with financial knowledge and experience allocating capital resources across a large complex organization provide important insights with respect to achieving our financial and strategic objectives.
Foodservice Distribution Industry		Experience in the foodservice distribution industry enables a director to provide valuable perspective and guidance on issues and opportunities specific to PFG’s industry, business, operations, and strategy.
Human Capital Management		Experience with human capital management is important to our strategy to attract, train, develop, and retain talented associates who contribute to PFG’s success.
Marketing and Sales		Directors with experience in marketing, brand management, marketing strategy and/or sales offer insight into evolving marketing practices and developing market opportunities.
Operations and Logistics		Directors with experience leading complex operations can provide practical insights valuable to optimizing our operational capabilities and implementing our operational initiatives.
Other Public Company Boards & ESG		Experience serving as directors of other public companies or experience overseeing ESG matters, including sustainability initiatives, corporate social responsibility and/or diversity and inclusion matters, provides insight into best practices for corporate governance, protecting stockholder interests, functioning of the Board, and Board oversight of corporate strategy, ESG, and risk management.
Public Reporting or Auditing		Financial reporting and auditing experience is important for effective Board oversight of our accounting, reporting, and financial practices and robust internal controls.
Restaurant		Experience in the restaurant and hospitality industry brings valuable perspectives of a foodservice industry customer to the Board.
Risk Management		Experience in risk management is important to the Board’s role in overseeing the management of strategic, financial, operational, compliance, and other significant risks affecting PFG and its business and anticipating risks that could impact PFG in the future.
Strategic Planning		Strategic planning experience assists the Board with oversight of the establishment and execution of PFG’s strategic vision and priorities.
Technology and Cybersecurity		Experience in technology and cybersecurity assists the Board in supporting the use of technology in the implementation of our strategic plans and overseeing the management of cybersecurity and information security risks.
M&A/Integration		Directors with experience managing complex strategic transactions, including significant acquisitions or other business combinations, as well as the successful integration of acquired businesses can provide valuable guidance on how to develop and implement strategies for growing our business and implementing our strategy.


				BACKGROUND Mr. Holm has served as our Chief Executive Officer since September 2002, when he founded the Company and subsequently led the Company through its expansion into the broadline foodservice distribution industry with the Performance Food Group Company acquisition in May 2008. Additionally, in January 2019, Mr. Holm was named Chairman of the Board. Prior to joining the Company, he held various senior executive positions with Sysco Corporation, Alliant Foodservice and US Foods. Mr. Holm received a Bachelor of Science degree in business administration from Grand Canyon University. KEY EXPERIENCES We considered Mr. Holm’s experience as an executive in the U.S. foodservice distribution industry. Furthermore, we also considered how his additional role as our Chief Executive Officer brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations. OTHER PUBLIC COMPANY DIRECTORSHIPS None.

		George L. Holm Age: 68 Director since: 2002 Committees: None


				BACKGROUND Mr. Fernandez serves as the Managing Director of SI Ventures, a venture capital firm focused on information technology and communications infrastructure. He has held that position with the firm since its inception in 1998. Mr. Fernandez served as Chief Executive Officer of Gartner, Inc., a leading research and advisory company, from 1991 to 1998, and Chairman of the Board of Directors of Gartner, Inc. from 1991 until 2001. He has also been Chairman and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated. Mr. Fernandez has served on the board of directors of Leggett & Platt, Incorporated since 2014. He previously served on the board of directors of Brunswick Corporation from 1997 to 2020, Time, Inc. from 2014 to 2018, Flowers Foods, Inc. from 2005 to 2014, and Sysco Corporation from 2006 to 2013. Mr. Fernandez graduated from the University of Florida with a degree in electrical engineering and completed post-graduate work in solid-state engineering at the University of Florida. Mr. Fernandez currently serves as our Lead Independent Director. KEY EXPERIENCES We considered Mr. Fernandez’s extensive experience leading both public and private companies in foodservice and other industries, including three technology companies, allowing him to bring significant experience and knowledge to our Board regarding strategic planning, innovation, technology, acquisitions, corporate governance, distribution, operations, and human resources. OTHER PUBLIC COMPANY DIRECTORSHIPS Leggett & Platt, Incorporated PRIOR PUBLIC COMPANY DIRECTORSHIPS Brunswick Corporation Time, Inc. Flowers Foods, Inc. Sysco Corporation

		Manuel A. Fernandez Age: 77 Director since: 2017 Committees: Human Capital and Compensation; Nominating and Corporate Governance; Technology and Cybersecurity


				BACKGROUND Ms. Beck serves as an Executive Advisor to American Securities LLC, after retiring from her position as Chief Executive Officer of Learning Care Group, Inc., a global for-profit early education provider, which she held from March 2011 to June 2019. Learning Care Group is a portfolio company of American Securities LLC. Prior to joining Learning Care Group, Ms. Beck spent nine years as an executive of Manpower Inc., a world leader in the employment services industry. From 2006 to 2011, Ms. Beck was President of Manpower’s EMEA operations, overseeing Europe (excluding France), the Middle East and Africa. She previously served as Executive Vice President of Manpower’s U.S. and Canada business unit from 2002 to 2005. Prior to joining Manpower, Ms. Beck was an executive of Sprint, a global communications company, serving in various operating and leadership roles for 15 years. Since 2008, Ms. Beck has served on the board of directors of Ecolab Inc., a global provider of water, hygiene, and energy technologies and services to food, energy, healthcare, industrial, hospitality, and other markets. KEY EXPERIENCES We considered Ms. Beck’s extensive general management and operational experience, including as a tenured Chief Executive Officer, allowing her to contribute to our strategic vision particularly as it relates to value creation and innovative business strategies. Ms. Beck has significant knowledge of the impact of labor market trends on global and local economies and expertise in human capital management. Additionally, as a former executive at Sprint Corporation, Ms. Beck also gained expertise in the information technology field. OTHER PUBLIC COMPANY DIRECTORSHIPS Ecolab Inc.

		Barbara J. Beck Age: 63 Director since: 2019 Committees: Human Capital and Compensation (Chair); Nominating and Corporate Governance


				BACKGROUND Mr. Dawson is Chairman and Chief Executive Officer of Northway Partners LLC, a private investment firm. Prior to Northway Partners LLC, Mr. Dawson spent 21 years at Wellspring Capital Management Group LLC (“Wellspring”), a leading middle-market private equity firm. He was Chief Executive Officer from 2014 to 2020 and then Co-Executive Chairman from 2020 to 2021, when he retired from Wellspring. While at Wellspring, he served as the chair of Wellspring’s investment committee for 17 years. Mr. Dawson led or co-sponsored several of Wellspring’s most successful investments in distribution, consumer services, business services, healthcare, energy services, and industrial companies. Prior to joining Wellspring, Mr. Dawson was a partner at Whitney & Co., where he was head of the middle-market buyout group. Prior to that, Mr. Dawson spent 14 years at Donaldson, Lufkin & Jenrette Securities Corporation where he was most recently a managing director at DLJ Merchant Banking. Mr. Dawson received a Bachelor of Science degree from St. Francis College and an MBA from Harvard Business School. KEY EXPERIENCES We considered Mr. Dawson’s significant financial, investment, and operational experience from his involvement in Wellspring’s investments in numerous portfolio companies, as well as his many years of experience as a director of the Company and its predecessor. OTHER PUBLIC COMPANY DIRECTORSHIPS None.

		William F. Dawson, Jr. Age: 59 Director since: 2002 Committees: Audit and Finance; Technology and Cybersecurity


				BACKGROUND Ms. Flanagan is the Chief Executive Officer of Ripple Foods, a plant-based food and beverage company, and has served on the board of Topgolf Callaway Brands Corp. since 2018. Ms. Flanagan previously served on the board of Core-Mark International from 2016 to 2021, serving on the Compensation Committee and as chair of the Nominating and Governance Committee. She served as Chief Executive Officer of Foster Farms, the West Coast leader in branded and private label poultry, from 2016 to February 2019. She was previously the President of the Snacks Division of ConAgra Foods, Inc. (“ConAgra”) from 2011 until 2014, and served as President of ConAgra’s Convenient Meals Division from 2008 until 2011. Prior to joining ConAgra in 2008, Ms. Flanagan was Vice President and Chief Marketing Officer for Tropicana® Shelf Stable Juices at PepsiCo Inc. from 2005 to 2008. Ms. Flanagan also held various marketing leadership positions at General Mills, Inc. and PepsiCo Inc. from 1996 to 2005. Ms. Flanagan has an MBA from Stanford Graduate School of Business and a B.S. in Engineering from Case Western Reserve University. KEY EXPERIENCES We considered Ms. Flanagan’s extensive general management and operational experience, including as a tenured Chief Executive Officer, and her knowledge, experience and expertise in the food and beverage industry, as well as her experience on other public company boards. Her over 25 years of experience in the food and beverage industry enables her to bring valuable perspectives of a food and beverage industry customer to our Board of Directors. She also has functional expertise in human capital management, strategic planning, consumer sales/marketing, sell-through retail, mergers and acquisitions, operations and logistics, and ESG matters. OTHER PUBLIC COMPANY DIRECTORSHIPS Topgolf Callaway Brands Corp. PRIOR PUBLIC COMPANY DIRECTORSHIPS Core-Mark International

		Laura Flanagan Age: 55 Director since: 2021 Committees: Audit and Finance; Technology and Cybersecurity


				BACKGROUND Mr. Flanigan retired in 2019 from his role as Executive Vice President & Chief Financial Officer of Leggett & Platt, Incorporated (“Leggett & Platt”), a global manufacturer of engineered components and products, where he also served on the board of directors for nearly 10 years. Mr. Flanigan was appointed Senior Vice President of Leggett & Platt in 2005 and became Chief Financial Officer in 2003. From 1999 until 2003, he served as President of the Office Furniture and Plastics Components Groups of Leggett & Platt. Mr. Flanigan currently serves as Vice Chairman of the Board and Lead Director of Jack Henry & Associates, Inc., a leading financial technology company. He has served on the board of directors of Jack Henry & Associates since 2007, and he was appointed Lead Director by the independent directors of Jack Henry & Associates in 2012. He also served on the board of directors, including the audit committee and the transaction committee, of Fast Radius, Inc., a cloud manufacturing and digital supply chain company, in 2022. KEY EXPERIENCES We considered Mr. Flanigan’s substantial executive experience of 16 years as the Chief Financial Officer of a large, publicly-traded company in enabling him to bring important perspectives to our Board of Directors on financial matters, business analytics, compliance, risk management, public reporting, and investor relations. OTHER PUBLIC COMPANY DIRECTORSHIPS Jack Henry & Associates PRIOR PUBLIC COMPANY DIRECTORSHIPS Fast Radius, Inc.

		Matthew C. Flanigan Age: 61 Director since: 2019 Committees: Audit and Finance (Chair); Technology and Cybersecurity


				BACKGROUND Ms. Grant is the former Global Head of Restaurants and Bars for Four Seasons Hotels and Resorts (“Four Seasons”), where she served as the chief executive leading all worldwide food and beverage operations for the company. Ms. Grant previously served as the Chief Executive Officer of ThinkFoodGroup, a global hospitality management company, which owns and operates innovative dining concepts created by two-star Michelin awarded chef José Andrés, from September 2014 to April 2020. Prior to this role, Ms. Grant was the President and Chief Operations Officer of Ruby Tuesday Inc., where she assumed various operations and finance leadership roles over her 21 years. Ms. Grant earned a Master of Science in Banking and Financial Services Management from Boston University and a Bachelor of Science in Hotel and Restaurant Management from Thomas Edison State University, and she has attended various executive education programs at UC Berkeley School of Law (ESG), Stanford Law School, and Harvard Business School while a director of Performance Food Group. KEY EXPERIENCES We considered Ms. Grant’s knowledge, experience, and expertise in the restaurant and hospitality industry and her significant experience in operations, finance, and investments. Her over 25 years of experience in the restaurant and hospitality industry enables her to bring valuable perspectives of a foodservice industry customer to our Board of Directors. OTHER PUBLIC COMPANY DIRECTORSHIPS None.

		Kimberly S. Grant Age: 52 Director since: 2017 Committees: Human Capital and Compensation; Nominating and Corporate Governance


				BACKGROUND Mr. Overly is retired, having most recently served as an Operating Partner at The Blackstone Group (“Blackstone”) from 2008 to 2018. Before joining Blackstone in 2008, Mr. Overly was Vice President of Global Fixture Operations at Kohler Company. Prior to that, he served 25 years at General Motors Corporation and Delphi Corporation in numerous operations and engineering positions. Mr. Overly has a Bachelor of Science degree in Industrial Management from the University of Cincinnati and a Masters in Business from Central Michigan University. KEY EXPERIENCES We considered Mr. Overly’s significant operational and strategic planning experience in public companies and his significant corporate governance expertise gained from his active involvement in Blackstone’s investments in numerous portfolio companies. OTHER PUBLIC COMPANY DIRECTORSHIPS None.

		Jeffrey M. Overly Age: 64 Director since: 2013 Committees: Human Capital and Compensation; Nominating and Corporate Governance (Chair)


				BACKGROUND Mr. Singer retired in 2013 as the Chief Executive Officer of Snyder’s-Lance, Inc. (“Synder’s-Lance”), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as Chief Executive Officer and as a director of Snyder’s-Lance from its formation in 2010 until his retirement in 2013. He was the President and Chief Executive Officer of Lance, Inc. from 2005 until its merger with Snyder’s of Hanover, Inc. (“Snyder’s”) in 2010. Mr. Singer also served as a director of Lance, Inc. from 2003 until its merger with Snyder’s. He previously served as Executive Vice President and Chief Financial Officer of Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Presently, Mr. Singer also serves on the board of directors of Brunswick Corporation, and also previously served on the board of directors of Flowers Foods, Inc., Hanesbrands, Inc. and SPX Flow, Inc. KEY EXPERIENCES We considered Mr. Singer’s experience as a Chief Financial Officer and his board governance, management and financial experience, as well as his significant knowledge of the food and beverage industries. He also offers expertise in corporate finance and mergers and acquisitions. OTHER PUBLIC COMPANY DIRECTORSHIPS Brunswick Corporation PRIOR PUBLIC COMPANY DIRECTORSHIPS Snyder’s-Lance, Inc. Flowers Foods, Inc. Hanesbrands, Inc. SPX Flow, Inc.

		David V. Singer Age: 68 Director since: 2019 Committees: Audit and Finance; Technology and Cybersecurity


				BACKGROUND Mr. Spratt is retired, having most recently served as the Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation (“McKesson”), a global pharmaceutical distribution services and information technology company, from 2009 to 2015. Mr. Spratt joined McKesson in 1999 and held various executive positions at McKesson prior to becoming Chief Information Officer and Chief Technology Officer, including as Chief Information Officer from 2005 to 2009, Chief Process Officer for McKesson Provider Technologies from 2003 to 2005 and Senior Vice President, Imaging, Technology and Business Process Improvement from 2000 to 2003. Mr. Spratt previously served on the board of directors of Imperva, Inc. from May 2016 until the company was acquired by Thoma Bravo, LLC in January 2019. Mr. Spratt received a Bachelor of Science in biology from the University of Utah. KEY EXPERIENCES We considered Mr. Spratt’s extensive experience leading the information technology functions of a multinational large distributor, which allows him to provide invaluable advice and guidance to our management and Board of Directors. We also considered his significant experience in operations and risk management. OTHER PUBLIC COMPANY DIRECTORSHIPS None. PRIOR PUBLIC COMPANY DIRECTORSHIPS Imperva, Inc.

		Randall N. Spratt Age: 71 Director since: 2018 Committees: Audit and Finance; Technology and Cybersecurity (Chair)


				BACKGROUND Mr. Thompson is Chairman of the Board and President of Thompson Hospitality Services, LLC, a private retail food and facilities management firm that he founded in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson serves on the board of directors of Sizzle Acquisition Corp, having previously served on the board of directors of Duke Realty Corp. from 2019 until the company was acquired by Prologis, Inc. in October 2022. Mr. Thompson received his Bachelor of Arts degree in Managerial Economics from Hampden-Sydney College and holds an MBA from the University of Virginia’s Darden Graduate School of Business Administration. KEY EXPERIENCES We considered Mr. Thompson’s knowledge, experience, and expertise in the restaurant and hospitality industry and his significant experience in operations and management. His over 35 years of experience in the restaurant and hospitality industry enables him to bring valuable perspectives of a foodservice industry customer to our Board of Directors. OTHER PUBLIC COMPANY DIRECTORSHIPS Sizzle Acquisition Corp. PRIOR PUBLIC COMPANY DIRECTORSHIPS Duke Realty Corp. Federal Realty Investment Trust

		Warren M. Thompson Age: 64 Director since: 2020 Committees: Human Capital and Compensation; Nominating and Corporate Governance

	OVERSIGHT OF RISK MANAGEMENT
	OVERSIGHT OF RISK MANAGEMENT
	The Board of Directors has extensive involvement in the oversight of risk management related to us and our business. The Board accomplishes this oversight both directly and through its committees, each of which assists the Board in overseeing a part of our overall risk management and regularly reports to the Board regarding risk and the related risk management. In addition, our Board receives periodic detailed operating performance reviews from management regarding certain risks and related risk management processes and procedures.


Audit and Finance Committee	Human Capital and Compensation Committee	Nominating and Corporate Governance Committee	Technology and Cybersecurity Committee
The Audit and Finance Committee reviews our accounting, reporting and financial practices, including the integrity of our financial statements and the oversight of our financial controls. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit and Finance Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. The Audit and Finance Committee oversees the Company’s enterprise risk management program.	The Human Capital and Compensation Committee considers, and discusses with management, management’s assessment of certain risks, including whether any risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.	The Nominating and Corporate Governance Committee oversees and evaluates programs and risks associated with Board organization, membership and structure, and corporate governance. The Nominating and Corporate Governance Committee oversees our compliance with our Code of Business Conduct and our environment, health and safety, corporate social responsibility, corporate governance and sustainability (ESG), ethics and quality assurance programs.	The Technology and Cybersecurity Committee reviews and discusses with management the Company’s risk management and risk assessment guidelines and policies regarding information technology security and the Company’s cybersecurity policies, controls and procedures.

		EFFECTIVE COMMUNICATION AMONG THE BOARD OF DIRECTORS
		EFFECTIVE COMMUNICATION AMONG THE BOARD OF DIRECTORS
	●Preside over all meetings of the Board at which the Chairman is not present, including any executive sessions of the independent directors or the non-management directors; ●Assist in scheduling Board meetings and approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; ●Request the inclusion of certain materials for Board meetings; ●Serve as an ex-officio member of each Board committee and attend meetings of the various committees regularly; and ●Seek to ensure effective communication among the Board committees.

		COLLABORATION WITH TOP MANAGEMENT
		COLLABORATION WITH TOP MANAGEMENT
	●Collaborate with the Chairman to review and recommend to the Nominating and Corporate Governance Committee Board committee memberships and Chairpersons; ●Communicate to the CEO, together with the Chair of the Compensation Committee, the results of the Board’s evaluation of CEO performance; ●Collaborate with the CEO on Board meeting agendas and approve such agendas; ●Collaborate with the CEO in determining the need for special meetings of the Board; and ●Recommend to the Board, in concert with the Chairpersons of the respective Board committees, the retention of consultants and advisors who directly report to the Board, including such independent legal, financial or other advisors as he or she deems appropriate, without consulting or obtaining the advance authorization of any officer of the Company.