Dear Fellow Stockholders,

I am honored to have been honoredelected to serve as the Independent Chair of our Board for a third year. While fiscal 2023 was a volatile year for our Company and our industry, we remain focused on creating sustainable long-term stockholder value. As part of this, over the last year, as we have begun to executebegan executing against our Fuel the Future strategycustomer and supplier-focused multi-year transformation plan and have built on ourworked to build a strong foundation to position our Company for future growth. We continueprofitable growth in the face of economic headwinds. We’re also continuing to elevate and execute our programs and policies related to good corporate governance practices, including our robust boardcontinuous Board refreshment efforts,process, our environmental and social and governance (ESG) initiatives human capital management matters, and our commitment to diversity and inclusion. For the fifth consecutive year, we have engaged with our investors to hear their feedback and respond in a manner that allows us to deliver for our associates and stockholders.focus on stockholder engagement.

On behalf of the entire Board of Directors, I would like to thank you for your continued investment and trust as we strive to deliver long-term value for all our customers andkey stakeholders, including for you, our stockholders.

This pastFiscal 2023 was a challenging and difficult year for UNFI as CEOwe navigated industry-wide challenges present following COVID-related supply chain disruption and the steep acceleration and subsequent deceleration of UNFI has been both productive and rewarding. During a year of significant industry and economic uncertainty,inflation alongside company specific challenges. However, we produced strong results through our commitment to deliveringremain intently focused on driving compelling value for our customers and suppliers, and associates, while supportingultimately our communitiesstockholders. We’re rebuilding the profitability and our planet. We added seasoned executives to our leadership team who I'm confident will help us enhance our capabilities and improve our end-to-end execution. I am honored to lead this strong, diverse and focused team.

Only stockholders of record on our books at the close of business on Monday, November 14, 2022,Wednesday, October 25, 2023, will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Your vote is important. If you do not attend the Annual Meeting, we encourage you to vote your shares through the Internet, by telephone or by completing, dating, signing and promptly returning your proxy card to us in the envelope provided. The proxy materials provide you with details on how to vote by these three methods. If you decide to attend the Annual Meeting through the Internet, you may revoke your proxy and cast your vote during the meeting.

Table of Contents

This proxy statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estimates and projections, and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to our future performance and the drivers of that performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) our dependence on principal customers; (2) the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures; (3) the impactpressures and durationintense competition, including as a result of the COVID-19 pandemic; (4)continuing consolidation of retailers and the growth of consumer choices for grocery and consumable purchases; our ability to realize the anticipated benefits of our transformation initiatives; changes in relationships with our suppliers; our ability to operate, and rely on third parties to operate, reliable and secure technology systems; (5) labor and other workforce shortages and challenges; (6) our ability to realize anticipated benefits of our strategic initiatives, including any acquisitions; (7) the addition or loss of significant customers or material changes to our relationships with these customers; (8)our ability to realize anticipated benefits of our acquisitions; our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products, and to manage that growth; our ability to maintain sufficient volume in our wholesale segment to support our operating infrastructure; the impact and duration of any pandemics or disease outbreaks; our ability to access additional capital; increases in healthcare, pension and other costs under our multiemployer benefit plans; the potential for additional asset impairment charges; our sensitivity to general economic conditions including inflation, changes in disposable income levels and consumer spending trends;purchasing habits; our ability to timely and (9) other riskssuccessfully deploy our warehouse management system throughout our distribution centers and uncertainties identifiedour transportation management system across the Company and to achieve efficiencies and cost savings from these efforts; the potential for disruptions in our filings with the Securitiessupply chain or our distribution capabilities from circumstances beyond our control, including due to lack of long-term contracts, severe weather, labor shortages or work stoppages or otherwise; moderated supplier promotional activity, including decreased forward buying opportunities; union-organizing activities that could cause labor relations difficulties and Exchange Commission (SEC).increased costs; our ability to maintain food quality and safety; and volatility in fuel costs. More information about other potential factors that could affect our business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended July 30, 202229, 2023 (Annual Report) filed with the SEC.Securities and Exchange Commission (SEC).

We maintain a corporate governance section on our corporate UNFI website that includes key information about our corporate governance initiativespolicies and our Code of Conduct. The corporate governance information can be found at www.unfi.com, by clicking on “Governance” listed under “Investors” at the bottom of our website. Copies of our Corporate Governance Principles, our Code of Conduct, our Social and Environmental Policy and the charters for each of the Board’s Committees can be found on our website. During fiscal 2022,2023, we revised and updated our Corporate Governance Principles and in October 2022, we amendedeach of our Code of Conduct, eachCommittee charters in connection with our ongoing comprehensive review of our governance practices. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document.

Our Corporate Governance Principles require a majority of the members of the Board to be independent directorsDirectors as such term is defined in the New York Stock Exchange (NYSE) listing standards. The Board, upon the recommendation of the Nominating and Governance Committee, has determined that ten13 of its eleven current membersour 14 Directors are independent. Our ten13 independent directorsDirectors are Eric F. Artz, Ann Torre Bates, Lynn S. Blake, Gloria R. Boyland, Denise M. Clark, Daphne J. Dufresne, Michael S. Funk, James M. Loree, Shamim Mohammad, James L. Muehlbauer, Peter A. Roy, James C. Pappas and Jack Stahl. Sandy Douglas is our CEO. Mr. Funk previously was not an independent director because he was an employee of the Company until shortly after the Company’s acquisition of SUPERVALU INC. (Supervalu) in 2018. The Board’s 2022 determination of Mr. Funk’s independence in accordance with NYSE standards was made in light of it being more than three years since he has been an employee of the Company. In addition, the Board recognized that since Mr. Funk’s service as CEO of the Company from October 2005 to September 2008, the Company’s strategic initiatives and leadership team have changed significantly. The current leadership team is not the same team that operated the Company under Mr. Funk’s leadership. Taking all of these factors into account, the Board determined that Mr. Funk is an independent director.

Our Corporate Governance Principles and the charter for each of the Board’s standing Committees—the Audit Committee, the Compensation Committee and the Nominating and Governance Committee—require all members of such Committees to be independent within the meaning of the NYSE listing standards and the SEC’sSEC rules. The charter of the Audit Committee requires each of its members to meet the definition of independence under Section 10A of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the SEC’sSEC rules thereunder. The charter of the Compensation Committee requires each of its members to be a non-employee director within the meaning of Rule 16b-3 under the Exchange Act.

The Independent Chair is elected annually by the independent Directors of the Board. In September 2022,2023, the independent Directors appointed Mr. Stahl to serve as the Board’s Independent Chair for a secondthird term. In accordance with our Corporate Governance Principles, the Board must elect an Independent Chair annually and will consider rotation of the Independent Chair every three to five years based on the best interests of the Company at that time. The Independent Chair is responsible for coordinating the activities of the other Directors and for performing such other duties and responsibilities as the Board may determine from time to time, which are set forth in our Corporate Governance Principles, including:

As of August 2021, ourOur Board is led by an Independent Chair, Mr. Stahl. Upon the appointment of Mr. Douglas as CEO, the Board determined that theseparate positions of CEO and Chair, should be separated and that the two roles, with separate and delineated accountabilities, were most appropriate for the Company at that time. In making this decision, the Board also considered the input of certainWe have received feedback from our stockholders reflecting a desire forthat the separation of the Chair and CEO roles.roles is preferable. The Board reevaluated this structure in September 2022,2023 and determined that a separate CEO and Chairthis current structure continues to best servesserve the Company and its stockholders at this time.

Our Corporate Governance Principles do not require the Chair of the Board to be independent and do not specify whether the positions of Chair of the Board and the CEO must be separated. The Board will regularly consider the appropriate leadership structure for the Company at any given time and has determined that the Company and its stockholders are best served by the Board retaining discretion to determine whether the same individual should serve as both CEO and Chair, or whether the roles should be separated. The Board believes that it is important to retain the flexibility to make this determination at any point in time based on what it believes will provide the best leadership structure for the Company, in light of the prevailing facts and circumstances at such time.

Committees may address other risks on an ad hoc basis, as appropriate. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing our Company, allowing the consideration of key risks to be allocated across Committees so that sufficient time, attention and expertise are directed to the respective risks the Company faces.

The Board currently has three standing committees: the Compensation Committee, the Audit Committee and the Nominating and Governance Committee. Upon recommendation of the Nominating and Governance Committee, the full Board appoints the members and the Chair of each committee. Each committee is responsible for appointing its chair.

The agenda for meetings of the Compensation Committee is determined by its Chair with the assistance of our CEO, CFO,Chief Financial Officer (CFO), Chief Human Resources Officer (CHRO) and General Counsel and Corporate Secretary. Compensation Committee meetings are regularly attended by the CEO, the CFO, the CHRO and the General Counsel and Corporate Secretary. At certain meetings during fiscal 2022,2023, including each of its regular meetings, the Compensation Committee met in executive session. The Compensation Committee’s Chair reports the Committee’s recommendations on CEO executive compensation to the Board, which sets the CEO’s compensation, and reports its determinations on other executive compensation to the Board. Independent advisors and our finance, human resources, benefits and legal departments support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under its charter to retain, approve fees for (and, as may be necessary or advisable, change or terminate) a compensation consultant, legal counsel or other advisor as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee annually evaluates the independence of its consultants, assesses their performance and establishes annual scope of work and fees for the consultants pursuant to a pre-approval policy. The Compensation Committee engages Frederic W. Cook & Co. (FW Cook) as its compensation consultant.

The Compensation Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021.2023. The Compensation Committee held four meetings during fiscal 2022.2023. The current members of the Compensation Committee are Ms. Dufresne (chair)(Chair) and Messrs. Artz, Muehlbauer and Roy, each of whom is an independent director under the SEC rules and NYSE listing standards applicable to compensation committee members.

The Audit Committee is responsible for monitoring the integrity of our financial reporting process and systems of disclosure controls and internal controlscontrol over financial reporting; monitoring the independence and performance of our independent registered public accounting firm; and overseeing our internal audit department. Among the Audit Committee’s duties are to review the results and scope of the audit and other services provided by our independent registered public accounting firm. The Audit Committee is also responsible for overseeing the finance and accounting matters regarding related party transactions under our Related Party Transaction Policy and certain compliance matters under our Code of Conduct.

The Audit Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021.2023. The Audit Committee held fourseven meetings during fiscal 2022.2023. The current members of the Audit Committee are Mr. Muehlbauer (Chair), Mses. Bates (chair) and Boyland and Messrs. Mohammad Muehlbauer and Stahl, each of whom is an independent directorDirector under SEC rules and the NYSE listing standards applicable to audit committee members. The Board has determined that all members of the Audit Committee are financially literate, and Ms. BatesMr. Muehlbauer is an audit committee financial expert, as defined by the rules and regulations of the SEC.

The Nominating and Governance Committee is responsible for developing, reviewing and recommending to the Board for adoption our Corporate Governance Principles; identifying and nominating candidates for election to the Board; assessing and making recommendations to the Board regarding the size and composition of the Board; making recommendations to the Board regarding the size, composition, scope of authority, responsibilities and reporting obligations of each of the Board’s Committees; assisting the Board in facilitating performance reviews of the Board and its Committees and members; oversight of our ESG programs; oversight of our CEO succession planning process; and other duties and responsibilities. The Nominating and Governance Committee is also responsible for reviewing and approving related party transactions under our Related Party Transaction Policy and oversees certain compliance matters under our Code of Conduct that are not related to finance or accounting (which are overseen by the Audit Committee), and provides oversight of general risk and compliance areas not falling under the Audit Committee or Compensation Committee. Additionally, the Nominating and Governance Committee oversees our political

The Nominating and Governance Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021.2023. The Nominating and Governance Committee held fourfive meetings during fiscal 2022.2023. The current members of the Nominating and Governance Committee are Mses. Clark (chair)(Chair) and Boyland and Messrs. Artz and Roy, each of whom is an independent director under SEC rules and NYSE listing standards.

Stockholder Engagement

Stockholder engagement is an important and regular part of the Company’s strategy so that the Board and Management are aware of and respond to stockholder input on a broad spectrum of business and governance matters. Members of Management, including our General Counsel and Corporate Secretary, CHRO, head of Investor Relations and head of our Sustainability and Social Impact team, as primary participants, have engaged in discussions with stockholders as part of our efforts to gain an understanding of stockholder views. This year, our CEO also joined for a portion of several calls to discuss performance and strategy topics. Directors are generally available to participate in our engagement meetings upon request from stockholders, and this year Mr. Stahl, our Independent Chair, joined anseveral investor call.calls. For the fifthsixth consecutive year, the Companywe reached out to a significant percentage of itsour stockholders (more than 70% in 2023), and we met with holders representing more than 50%approximately 42% of our outstanding shares. The Company has found its outreach effortscommon stock. This feedback over the past fivesix years has proven to be very helpful to the Company in understanding our investors’ perspectives on various business and governance matters, and intendswe intend to maintain ongoing discussions with a large number of investors each year. Additionally, members of our ESGSustainability and Impact team engaged in ESG-focusedenvironmental and social-focused meetings with certain investors, upon request.

Board Evaluation and Refreshment

Our Board regularly evaluates its performance and composition, assessing individual director’sDirector’s skills, qualifications and experience to align the overall Board composition to best meet the needs of the Company’s evolving long-term business strategy. Each year, the Board undertakes a thorough Board and Committee evaluation process, including peer feedback on individual directors, using a comprehensive set of questionnaires requesting quantitative and qualitative input from directors.our Directors. The Board uses a skills matrix to assess the contributions, background and experience of each directorDirector with those sought-after skills. In 2022, the Board engaged a third-party to conduct the Board and Committee assessment, working with the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee also considers any additional skills, qualifications and experience that may be needed to meet the evolving strategic needs of the Company. The Board engaged a third party to conduct the Board and Committee assessment in fiscal 2022, working with the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee is committed to considering a facilitated, third-party assessment every two to three years.

The Nominating and Governance Committee considers prospective candidates and identifies appropriate individuals for the Board’s further consideration. The Nominating and Governance Committee also assesses the proper mix of skills and expertise for directorsDirectors serving on the Board’s committees.Committees. The Board is highly skilled and qualified and committed to the Company’s success, as indicated by the high attendance rate and robust discussion and debate that occurs during each Board and committeeCommittee meeting.

Our Board is diverse in gender and ethnic background, as well as havinghas a broad range of experience. The Nominating and Governance Committee charter provides for the consideration of diversity, including gender, race, ethnicity, sexual orientation and veteran status, when considering Board candidates. As provided below, our Director skills matrix now includes individual diversity metrics as requestedin response to a request by our stockholders. In fiscal 2022, the Board amended ourOur Corporate Governance Principles to formally require the initial pool of directorDirector candidates to be considered for any directorDirector search to include qualified diverse candidates to further support our commitment to a diverse and qualified Board.Board, and the Nominating and Governance Committee annually assesses its Director selection processes.

At UNFI,As a leading distributor of grocery and non-food products and support services provider to retailers in the United States and Canada, we are committedusing our scale to being good stewards ofdrive progress across the food industry, focusing on the areas where we can affect the greatest change. Now in the third year since unveiling our planet,Better for All plan, we continue to evaluate the impacts we have along our communitiesvalue chain, focusing on proactively engaging with the people growing, making and our people through tangible action.moving the products we distribute. We seek to lead by example on social and environmental issues of critical importantimportance to society and strive to be a force for positive change in the food system. This commitment is described in our Social and Environmental Policy, which was most recently updated in September 2020 and is available on our website, www.unfi.com. Our Nominating and Governance Committee has direct oversight of our policies and strategies addressing ESGsocial and environmental matters, including sustainability, corporate social responsibility and political contributions, and is responsible for reporting to the Board on such matters at least annually. The ESG Executive Committee, an executive steering committee formed in 2020 to oversee implementation of our ESGBetter for All initiatives, provides executive sponsorship for our ESGBetter for All strategy and goals. We also developed emissions reduction targets, which were validated by the Science Based Targets initiative in April 2022.

In March 2022,January 2023, we issued our 11th12th annual report on ourenvironmental, social and environmental impacts, and the first updategovernance report, which we refer to as our Better for All report, and the second update to this plan, which seeks to build a food system thatprioritizes nine areas of focus: Associate Safety & Well-being, Climate Action, Community Development, Customer Health & Safety, Diversity, Equity, and Inclusion, Energy Efficiency, Governance, Responsible Procurement and Waste Reduction. The report is better for our people, our communities and our world. The Better for All Report, available on our website at www.betterforall.unfi.com expands upon the six impact focus areas announced last

We are on a mission to make the world a better place, not just for one, but for all. Our key highlights and achievements toward attaining our ambitious long-term goals include the following:

A major part of our ESGBetter for All initiatives and key element of our UNFI Pride strategic pillar is creating a diverse and inclusive workplace. Our employeesassociates are critical to supporting our values and achieving our strategic vision. We are focused on associate engagement, empowerment and safety to foster innovation and bring best-in-class solutions to our customers and suppliers in an ever-changing retail landscape, including new ways of work scheduling and productivity investments. Our Compensation Committee oversees human capital management matters with a focus on associate wellbeingwell-being across a variety of measures.

We discuss our dedication to human capital management, including disclosure of certain diversity metrics, in our 20212022 Better for All Report,report, which can be found on our ESG website,at www.betterforall.unfi.com. More information regarding human capital management may be found in our recently filed Annual Report on Form 10-K.

We pledge to promote equity, celebrate diversity dismantle systemic racism and support justice and inclusion for all. Our Board is diverse in gender and ethnic background, as well as havinghas a broad range of experience. Four out of eleven directorsDirectors are female, with two members identifying as African American, one member identifying as Asian American, one member identifying as LGBTQ+ and one member identifying as a veteran. We recognizebelieve that innovation, thrivesproductivity and engagement thrive when there is unity and respect for diverse backgrounds and perspectives. Additionally, we aim to foster a culture of belonging,care, equity and empathy through open dialogues, educational opportunities and by honoring the experiences and special events that speak to our associates’ many identities. Over the last three years, we are actively working on the following initiatives to promote our pledge of creating an equitable, diverse and inclusive environment for all:

Attracting and retaining talent is one of our top priorities. Our goal is to differentiate ourselves in the market by offering unprecedented flexibility to associates. To reduce turnover, we have an emphasized focus on and commitment to our associates, their experiences and their engagement. As a result, in fiscal 2022 our associate engagement scores improved over the prior year. We are committed to the continued support and development of our associates and provide access to robust leadership development programming, role-based training and other career development opportunities at every stage of an associate’s tenure. Designed to enhance the leadership capabilities of our people, the EmergeLeadership Bridge program for front-line leaders and the Evolve programcompetency-based training for our mid-level managers invite participants from all departmentsenable our associates to come together to learn and practice their management skills and identify opportunities to lead more effectively. The Elevate program for director-level and above associates as well as the Operations Leadership Academy for leaders in our distribution centers, workworks to solidify our talent pipeline and promote the success of the organization’s future leaders. In addition, we partner with key groups within the organization, such as Sales, and RiskEnvironmental, Health & Safety, Warehouse Management and Process Excellence, to develop role-based training to drive greater productivity and safety. We also offer associates additional learning and career development opportunities that extend from skills-based training deployed electronically through our BetterU learning system, to mentorship programs and career development discussions and beyond. We also provide flex-shift and quarterly performance check-ins.

Our compensation and benefits programs are designed to promote a culture of wellbeingwell-being and recognize our associates for their outstanding achievements and dedication to serving our customers and keeping them safe during even the most challenging of times. We are committed to offering market competitive pay programs which reward high levels of performance, and behaviors that challenge convention and drive company success. Our short-term incentive programs model the Company’s financial goals and are intended to align our eligible associates’ rewards with our financial success. Long-term incentives, including restricted stock units and performance awards, are designed to attract and retain innovative leaders and align their financial interests with those of our stockholders and other stakeholders. As part of our commitment to recognize our associates’ “whole self” – health, finances and overall wellbeingwell-being – we offer the following benefits to eligible associates:

Safety is at the forefront of everything we do. We continue to focus on the safety of our associates, customers and communities with enhanced sanitation and increased safety measures. We continue to be committed to continuous learning and improvement, and we firmly believe in the power of learning from past experiences to enhance our safety system and performance. We also have investedcontinue to invest in several initiatives, including the development and implementation of a newour safety brand and pledge, Every Moment Matters, thatwhich is designed to foster a caring culture. We have implementedculture, the implementation of interactive and proven training programs, which were rolled out across our network, and include ergonomic expertsenhanced safety auditing.

This past year, we focused on creating an audit ready everyday culture, improving our audit scores, sanitation practices and interactive training. Inoverall customer satisfaction. UNFI was also considered a leader in advocacy efforts around the new Food and Drug Administration traceability rule, where we educated legislators, customers and industry peers about the upcoming rule and the challenges we will need to overcome to meet regulations.

During fiscal 2022,2023, we created aadded additional data analytic tools to continuously monitor and report on fleet safety performance metrics. We integrated new rolesafety performance dashboards that allow Management to monitor fleet safety metrics at the corporate, regional and hired a new Senior Vice President, overseeing occupationalindividual site level. These tools let us better identify and food safety. We also cultivate a culture of opennessrespond to foster an emotionallyunsafe driving behaviors and recognize drivers who demonstrate the safe environment and continue to strivedriving habits for zero workplace injuries.which UNFI prides itself.

The Board currently consists of eleven directors,fourteen Directors, each of whose termsterm will expire at the Annual Meeting. Eleven Directors have been nominated for reelection.

Mses. Bates,Blake, Boyland, Clark and Dufresne and Messrs. Artz, Douglas, Funk, Loree, Mohammad, Muehlbauer, RoyPappas and Stahl have been nominated to stand for election as directorsDirectors at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each nominee has indicated his or her willingness to continue to serve if elected by our stockholders. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe any of the nominees will be unable to serve if elected.

We have included below information concerning the business experience and qualifications, and the age as of November 14, 2022,October 25, 2023, of each of our director nominees.

We have also adopted a proxy access provision in our Bylaws that permits a stockholder, or a group of up to 20 stockholders, owning, continuously for at least three years, shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors,Directors, to nominate and include in our proxy materials directorDirector nominees, provided that the stockholder(s), the nominee(s), and the notice satisfy the requirements in our Bylaws. The number of potential proxy access nominees nominated by all eligible stockholders shall not exceed the greater of (A) two or (B) 20% of the directorsDirectors then in office. Under our Bylaws, to be timely, notice of proxy access directorDirector nominations must be received by our Corporate Secretary at the address specified above no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 120 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of the annual meeting is first made, whichever occurs first.

The Board and the Compensation Committee review and determine compensation for our non-employee directors,Directors, based in part on a review of the annual Director Compensation Survey prepared by the National Association of Corporate Directors and other reputable sources, as well as with the input from the Compensation Committee’s independent consultant, based on benchmarking of comparable peer company director compensation. The Compensation Committee and the Board believe that we should fairly compensate non-employee directorsDirectors for work required in a company of our size and scope and that our compensation program for non-employee directorsDirectors should be designed to drive long-term value creation for our stockholders. Our non-employee directorDirector stock ownership guidelines, which are discussed in greater detail below, require directorsour Directors to hold a substantial amount of our stock during their tenure as directors,Directors, thereby directly aligning the interests of our non-employee directorsDirectors with those of our stockholders. Mr. Spinner, our former CEO, did not, and Mr. Douglas, our current CEO and President, does not receive separate compensation for service on our Board.

Pursuant to our Related Party Transaction Policy, ourthe Nominating and Governance Committee reviews all transactions in which the Company or any of its subsidiaries is a participant if a “related party” will have a direct or indirect material interest and the amount involved or expected to be involved in any fiscal year exceeds $120,000. The transaction will not be approved unless, after a consideration of all relevant circumstances, the Nominating and Governance Committee determines that the transaction is in the best interests of the Company. The Nominating and Governance Committee reports any transaction that has been approved to the Audit Committee and the full Board. For purposes of this policy, “related parties” include our directors,Directors, nominees for director,

Each of our executive officers, directorsDirectors and Director nominees for director is required to complete and deliver to us an annual questionnaire that includes, among other things, a request for information relating to any transactions in which (i) any executive officer, director,Director, Director nominee, beneficial owner or any of their respective immediate family members or affiliates, on the one hand, and (ii) the Company or any of its subsidiaries, on the other hand, participates. We review the responses to these questionnaires as part of our process for determining whether disclosure is required to be made under the SEC’s related person disclosure rules. Based on such responses, there are no related person transactions to report.

Our executive officers are elected on an annual basis and serve at the discretion of our Board. Our executive officers and their ages as of November 14, 2022October 25, 2023 are listed below: