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| | ☐ | | | | Preliminary Proxy Statement | | |
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| | ☑ | | | | Definitive Proxy Statement | | |
| | ☐ | | | | Definitive Additional Materials | | |
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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 | |
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | | | |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | | | | | | | |
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| | Date: | | | June | | |
| | Time: | | | 11:00 a.m. Pacific Daylight Time | | |
| | Location: | | | Via webcast at www.virtualshareholdermeeting.com/ | | |
| | Record Date: | | | April | | |
| | | | 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 | | | FOR each director nominee | | | | |
| 2 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal Year | | | FOR | | | | |
| 3 | | | FOR | | | |
| Page | | | 1 | | | Grocery Outlet | | | |
| Net Sales $ | | | | Comparable Store Sales | |
| Net Income $ $ | | | | | |
| $225.9 Million $ Adjusted Diluted EPS(1) $1.07 | | | | Adjusted EBITDA $214.7 Million $ | |
| Page | | | | | Grocery Outlet | | | |
| NAME | | | AGE | | | POSITION | |
| | | | | Chair | |||
Chair of the Audit and Risk Committee | ||||||||
Member of the Audit and Risk Committee Member | | |||||||
| | | | | Member of the | | ||
| Jeffrey R. York | | | 60 | | | Independent director (since Nov. 2010) Member of the Audit and Risk Committee | |
| Page | | | 3 | | | Grocery Outlet 2024 Proxy Statement | | | |
| WHAT WE DO | | | WHAT WE DON’T DO | |
| ✓ ✓ A substantially independent Board, with fully independent Committees ✓ Periodic Board refreshment and enhanced Board diversity (including 30% women) ✓ Comprehensive Board and Committee annual evaluation process ✓ Regular executive sessions of independent directors ✓ Majority voting standard for director elections ✓ Significant Board and Committee oversight of strategy, risk, ESG and succession planning ✓ Declassified Board in 2026 (Company proposal approved at 2022 annual meeting) | | | No dual classes of common stock and no different voting rights | |
| No poison pill | | |||
| No director overboarding under our policy | | |||
| No hedging or pledging | | |||
| No super-majority voting provisions in our charter and bylaws | ||||
|
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| Page | | | | | Grocery Outlet | | | |
| BASE SALARY | | | AIP | | | EQUITY | |
| ✓ Reasonable | | | ✓ No change to target bonus opportunity as ✓ Maintain performance metrics, but change weighting for 2023: adjusted EBITDA (from 60% to 70%) and Comparable Store Sales (from 40% to 30%) ✓ Based on our performance, Fiscal Year 2023 AIP | | | ✓ No change to target equity opportunity as ✓ | |
| Page | | | | | Grocery Outlet | | | |
| NAME | | | AGE | | | POSITION | | | TERM ENDING | |
| Chair of the Compensation Committee | ||||||||||
Chair of the Audit and Risk Committee | |||||||||||
Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee | |||||||||||
Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee | |||||||||||
Mary Kay Haben | | | | | Director Chair of the Nominating and Corporate Governance Committee | | | CLASS II -2024 | | ||
| Gail Moody-Byrd | | | | | Director Member of the Audit and Risk Committee | | | CLASS II -2024 | | |
| Jeffrey R. York | | | | | Director Member of the Audit and Risk Committee | | | CLASS II -2024 | | |
| Carey F. Jaros | | | | | Director Member of the Compensation Committee | | | CLASS III -2025 | | |
| Eric J. Lindberg, Jr. | | | | | Chairman of the Board | | | CLASS III -2025 | | |
| | | | | President and Chief Executive Officer | | | CLASS III -2025 | | ||
| Kenneth W. Alterman | | | 67 | | | Director Chair of the Compensation Committee | | | CLASS I -2026 | |
| John (“Jeb”) E. Bachman | | | 68 | | | Director Chair of the Audit and Risk Committee | | | CLASS I -2026 | |
| Thomas F. Herman | | | 83 | | | Director Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee | | | CLASS I -2026 | |
| Erik D. Ragatz | | | 51 | | | Lead Independent Director Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee | | | CLASS | |
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| NOTABLE STATISTICS | | | | 8 of 10 independent directors | | | | 1 of 3 chaired by women | | | | 3 of 10 female | | | | 1 of 10 ethnically | | | | average director | |
| BOARD REFRESHMENT | | | | 6 new directors since IPO | | | | 2 departures in 2020 | | | | 2 departures in 2022 | | | | 1 departure in 2023 | |
| Page | | | | | Grocery Outlet | | | |
| INDUSTRY AND BUSINESS SKILLS AND | | |||||||||
| # | | | Skill or Qualification, and Definition | | | Alignment with Company’s Industry, Business and Strategy | | |||
| 10 | | | Retail and/or Consumer Packaged Goods Experience A person who has provided operational and strategic oversight with a company primarily in retail and/or consumer packaged goods | | | | ||||
| 7 | | | Marketing and Brand Management Experience A person who has provided operational and strategic oversight (i) with a business-to-consumer company having a significant focus on marketing and brand management, (ii) with a marketing consulting firm or (iii) as a leader of a marketing department of a business-to-consumer company | | | We have a sustained focus on delivering ever-changing “WOW!” deals within a fun, treasure hunt shopping environment, which has generated and continues to generate strong customer loyalty and brand affinity. A key performance indicator is driving comparable sales growth, including through increasing customer awareness and engagement by executing on marketing strategies. We further promote brand awareness and drive customers to shop through centralized marketing initiatives along with local Independent Operator (IO) marketing efforts. | | |||
| 5 | | | A person who has provided operational and strategic | | | We select and develop information systems to provide the flexibility and functionality to support our unique buying and selling model as well as to identify and respond to merchandising and operating trends in business. Our ongoing modernization, enhancement and maintenance of information systems supports growth. We continue to identify and implement productivity improvements through both operational initiatives and system enhancements. We build and develop tools that empower IOs to make intelligent decisions to grow their business. | | |||
| 7 | | | A person who has provided operational and | | | |||||
Our flexible sourcing and supply chain model differentiates us from traditional retailers. We rely on our Our investments in distribution and | |||||||||||
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| Page | | | | | Grocery Outlet | | | |
| GOVERNANCE SKILLS AND QUALIFICATIONS | | ||||||
| # | | | Skill or Qualification | | | Definition | |
| 9 | | | Executive Management Experience | | | A person who has provided operational and strategic oversight with expertise in strategy, execution, operations, and human capital management. | |
| 7 | | | Public Company Director or Public Company Executive Officer Experience | | | A person who has provided operational and strategic oversight with particular insights relevant to a public company by having senior management or board experience (other than experience with our Board) at a public company. | |
| 5 | | | Finance, Accounting and Financial Reporting Expertise | | | A person who has provided operational and strategic oversight with particular insights relevant to capital structure and allocation, finance, financial reporting and internal control over financial reporting. | |
| 7 | | | Enterprise Risk Oversight | | | A person who has provided operational and strategic oversight with particular insights relevant to identifying, analyzing, and mitigating key enterprise risks. | |
| 4 | | | Environmental, Social and Governance (“ESG”) Oversight Expertise | | | A person who has provided operational and strategic oversight in supporting sustainable long-term value creation, with particular insights relevant to one or more key components of environmental matters (food waste reduction, and store energy efficiencies), social matters(health and safety of community or employees, company culture, ED&I (equity, diversity and inclusion), human capital management and talent development), and ESG-governance matters (ESG oversight, cybersecurity and privacy, and ethics and compliance) relevant to the Company’s ESG strategy. | |
| Page | | | 10 | | | Grocery Outlet 2024 Proxy Statement | | | |
| 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 | | | | | | | | | | | | | | | | | — | | | | | | | | |
| Total Number of Directors | | | 10 | | | | | ||||||||||||||||||
| PART I: GENDER IDENTITY | | | FEMALE | | | MALE | | | NON-BINARY | | | DID NOT DISCLOSE GENDER | | ||||||||||||
| Directors | | | | | 3 | | | | | | 7 | | | | | | — | | | | | | — | | |
| 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 | | | | | | 7 | | | | | | — | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | — | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | — | | | | | | | | |
| Page | | | 11 | | | Grocery Outlet | | | |
(2016 to current) (2020 to 2022) (2016-2021) |
Governance Committee (2017 to current) |
(NYSE: HSY) (2013 to current) |
Governance Committee (2009 to current) (NASDAQ: PRTYQ) (2013 to current) |
| Page | | | 12 | | | Grocery Outlet 2024 Proxy Statement | | | |
| MARY KAY HABEN, Independent Director | | |||
| | | Age: 68 Director Since: Nov. 2019 Committees • Nominating and Corporate Governance (Chair, since Feb. 2023; Member, since Nov. 2019) • Audit and Risk (Nov. 2019 to June 2021) | | |
| Career Highlights Since 2011, she has been an outside director for various public companies since her retirement. Apr. 2007 to Feb. 2011, she held senior positions with Wm. Wrigley Jr. Company, a confectionery company, including President, North America (Oct. 2008 to Feb. 2011) and Group Vice President and Managing Director, North America (Apr. 2007 to Oct. 2008). Wrigley was public until October 2008, following which it became a subsidiary of Mars, Incorporated. Prior, she led several multi-billion divisions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including Senior Vice President, Open Innovation (2006 to 2007), Senior Vice President, Global Snack Sector (2004 to 2006), and Group Vice President, Kraft Foods and President, Cheese, Enhancers and Meals (2001 to 2004). Public Company Boards | |
| Current The Hershey Company (since Aug. 2013), a global confectionery leader. NYSE: HSY • Compensation and Human Capital Committee (Aug. 2013 to May 2017, and since May 2018) • Finance and Risk Management Committee (2018, and since 2023) • Governance Committee (Chair, 2018 to 2022; Member, Jan. 2016 to 2022) • Executive Committee (2018 to 2022) Equity Residential (since July 2011), a REIT engaged in the acquisition, development and management of multi-family properties. NYSE: EQR • Compensation Committee (Chair, since 2016; Member, since 2013) • Audit Committee (2011 to 2013) • Corporate Governance Committee (since 2012) | | | | Prior Bob Evans Farms, Inc. (Aug. 2012 to Jan. 2018), a leading producer and distributor of food products. Nasdaq: BOBE (company sold and went private in Jan. 2018) • Lead Independent Director (Aug. 2015 to Jan. 2018) • Non-Executive Chair of the Board (Oct. 2014 to Aug. 2015) • Compensation Committee (Apr. 2015 to Jan. 2018) • Nominating and Corporate Governance Committee (2016 to Jan. 2018) • Audit Committee (Aug. 2012 to 2014) • Finance Committee (Aug. 2012 to 2014) | |
| Other Information Ms. Haben was named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most | |
| Page | | | 13 | | | Grocery Outlet 2024 Proxy Statement | | | |
| influential boardroom leaders each year. She has served and chaired various alumni and foundation boards of the University of Michigan and Illinois, and is active in various non-profit boards. She received a Bachelor of Science in Business Administration from the University of Illinois, and a Master of Business Administration in Marketing from the University of Michigan, Ross School of Business. Skills and Qualifications Relevant to Service on our Board • Possesses substantial M&A, operating, digital, marketing, and brand management and development experience from long-term senior executive roles for consumer-packaged goods/food companies, including a strong track record in delivering value to shareholders and consumers through brand building, developing new products, innovation and implementation of business strategies in various markets and media platforms. Has deep knowledge of and ability to analyze the overall consumer-packaged goods industry, evolving market dynamics and consumers’ relationships with brands. Executive experience also included numerous years of direct reports in sales, R&D and supply chain. • Long-tenured current board member of two public companies, and a former long-term board member of a third public company. Significant oversight expertise in governance, compensation, finance, digital transformations and AI, digital and social marketing, supply chain strategy, ESG and enterprise risk management (including cybersecurity risks) from serving on public company boards, including numerous leadership and board committee roles, since her retirement in 2011. Experience includes two significant directorships with consumer-packaged goods/food companies. • The breadth of experience and expertise leading boards and board committees, as well as serving in executive management roles, enable her to provide critical insights in overseeing and partnering with management. | |
| Page | | | 14 | | | Grocery Outlet 2024 Proxy Statement | | | |
| GAIL MOODY-BYRD, Independent Director | | |||
| | | Age: 66 Director Since: Jan. 2021 Committees • Audit and Risk (since Jan. 2021) | | |
| Career Highlights Since March 2022, Vice President, Marketing of LinkedIn Sales Solutions at LinkedIn Corporation, the world’s largest social professional network and a division of Microsoft Corporation. November 2018 to February 2022, Chief Marketing Officer of Noodle.ai, a software company focused on AI innovation in the global supply chain industry. September 2007 to October 2018, served various sales and marketing positions at SAP SE, a multinational enterprise software application company, including most recently as Vice President, Head of Web Marketing (Jan. 2018 to Oct. 2018), and Senior Director, Growth Strategies, Digital and Social Channels (May 2017 to Dec. 2017). February 2001 to August 2007, served various marketing and corporate development positions at Palm, a software developer and manufacturer of smartphones for consumers and enterprises. In prior years, she had retail industry roles with divisions of Federated Department Stores and Target Corporation, with Levi, Strauss & Co., as well as retail consultant roles with McKinsey & Company and Walker K. Levy Associates. Public Company Boards None Other Information She is a seven-year member of the Board of Directors of Juma Ventures, a non-profit that strives to break the cycle of poverty for underserved youth across America. She received a Bachelor of Arts in Economics from Spelman College, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Developed significant marketing and brand management expertise, including in driving brand awareness and demand generation as well as leading technology and data-driven consumer marketing, through more than 35 years in B2B technology marketing and retail/wholesale industry consulting, merchandising and planning. • Early career focused on retail industry matters, including serving as a retail consultant for national and global brands, as well as a merchandiser, buyer, and brand manager. At Noodle.ai, she drove brand awareness and revenue generation for a high-growth supply chain software company targeting global consumer packaged goods companies. • Has had recent involvement in strategic planning and other executive management matters at LinkedIn, and operated as a member of the C-suite at Noodle.ai, including quarterly board meeting presentations with the private equity-led board. • At SAP, she spent five years as the digital marketing lead for the SAP Community Network, an online loyalty community of over 2 million customers undertaking various stages of large-scale digital transformations through SAP software implementations, thereby developing familiarity with various stages of the customer experience in such projects. | |
| Page | | | 15 | | | Grocery Outlet 2024 Proxy Statement | | | |
| JEFFREY R. YORK, Independent Director | | |||
| | | Age: 60 Director Since: Nov. 2010 Committees • Audit and Risk (from Nov. 2014 to June 2021, and since July 2022) • Compensation (Nov. 2019 to July 2022) | | |
| Career Highlights Since June 2020, serves as Special Advisor to Sobeys, Inc., the second largest food retailer in Canada with over 1,500 stores operating across Canada under a variety of names. June 2020 to January 2024, served as Partner, Farm Boy Stores Inc., a Canadian specialty grocery retailer. Nov. 2009 to June 2020, served as Co-Chief Executive Officer and President of Farm Boy, Inc. 1989 to 2009, served in various roles at Giant Tiger Stores Ltd., a Canadian extreme value discount store chain, including as President and Chief Operating Officer (1999 to 2009). 1986 to 1989, served with Ward Mallette, Chartered Accountants, where he obtained a chartered accountant/CPA designation. Public Company Boards None Other Information Mr. York currently serves as Chairman and a member of the Boards of Directors (and the Audit Committee) of the following Canadian public companies: Braille Energy Systems, Inc. (TSX-V: BES), a manufacturer of race car batteries and other energy storage devices; Stria Lithium (TSX-V: SRA), a junior mineral exploration company with lithium claims in Northern Quebec; and Focus Graphite (TSX-V: FMS), an advanced exploration and mining company. He received a Bachelor of Arts in Economics from Princeton University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the grocery and food retail industries, as well as extreme value discount retail,throughout his career spanning over 30 years in these areas. • Experienced in leading rapid growth in store count and sales evidenced by his accomplishments at both Giant Tiger Stores and Farm Boy. • Possesses substantial executive management expertise, with particular experience in developing corporate strategy, oversight of supply chain and logistics matters for fresh food deliveries, distribution centers and business operations. • Financial and accounting expertise through being a Canadian certified public accountant and serving on the audit committees of other boards. • Canadian public company director roles provides relevant governance, compensation, additional financial and strategic oversight experience. | |
| Page | | | 16 | | | Grocery Outlet 2024 Proxy Statement | | | |
| CAREY F. JAROS, Independent Director | | |||
| | | Age: 46 Director Since: Sept. 2020 Committees • Compensation (since July 2022) • Audit and Risk (Sept. 2020 to July 2022) | |
| Career Highlights Since Oct. 2014, she has served in various executive positions at GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer, including as President and Chief Executive Officer (since Jan. 2020), Chief Operating Officer (July 2018 to Jan. 2020), Chief Strategy Officer (May 2016 to July 2018), and a member of the Board of Directors of GOJO (since Feb. 2019). She also served as President of the private family office for GOJO’s owners, Walnut Ridge Strategic Management Company, and was a member of GOJO’s Board of Directors, and a Board Director for several other portfolio companies, while in that role (Oct. 2014 to Apr. 2016). From Apr. 2011 to Oct. 2014, she was employed at Dealer Tire, a tire and parts distributor for automotive OEMs and Dealers, as Vice President, OEM Programs (Feb. 2014 to Oct. 2014) and Vice President, Strategy, Business Development and Finance (Apr. 2011 to Feb. 2014). June 2000 to Apr. 2011, she served in various roles at Bain and Company, a management consulting firm, including Senior Manager where she led consulting projects in retail and consumer products. Public Company Boards None Other Information 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. She received a Bachelor of Arts in Law & Public Policy from Brown University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Possesses substantial executive management expertise on a broad range of management topics, including developing corporate strategy, recruiting and developing a senior executive team, assessing emerging industry trends as well as optimizing business operations. • Developed extensive knowledge as a global consumer and industrial products leader throughout her career. At GOJO, the PURELL omnichannel and consumer business directly reports to her, including sales to all U.S. retailers and through e-commerce. At Bain, she spent more than 10 years primarily advising retail, consumer products and industrial sectors, including numerous public and private companies involved in food manufacturing and production. • Oversees direct reports leading brand and consumer marketing since 2016 at GOJO, including responsibility for the marketing organization and leadership of brand strategy matters. • Led a massive supply chain systems redesign following the COVID pandemic, including facilities, systems and equipment, to drive high-growth by more than doubling global production in a short time across North America and Europe. Redesign and scaling the business for significantly higher demand included overseeing the implementation of significant automation technology, including a state-of-the-art material handling system for distribution operations and similar to what is used | |
| Page | | | 17 | | | Grocery Outlet 2024 Proxy Statement | | | |
| by major retailers and distributors in retail and consumer goods industries. • Developed financial and accounting expertise through executive roles, including debt restructuring and refinancings, and previously was determined by our Board to be an audit committee financial expert during her service on our Audit and Risk Committee. • Is a member of GOJO’s sustainable value steering team, and serves as co-sponsor of GOJO’s DEI team that drives its strategy. • Private board service and advisory roles provide additional governance, compensation and strategic oversight experience. | |
| Page | | | 18 | | | Grocery Outlet 2024 Proxy Statement | | | |
| ERIC J. LINDBERG, JR., Chairman of the Board | | |||
| | | Age: 53 Director Since: Jan. 2006 Chairman Since: Jan. 2023 Committees: None | | |
| Career Highlights 1996 to 2022, served various positions at Grocery Outlet and its predecessor, including as Chief Executive Officer (Jan. 2019 to Dec. 2022) and Co-Chief Executive Officer (Jan. 2006 to Dec. 2018). Public Company Boards None Other Information He received a Bachelor of Arts in Economics from Hampden-Sydney College. Skills and Qualifications Relevant to Service on our Board • Possesses significant experience in the retail and consumer packed goods industries, garnered over his 26-year tenure with us, including 17 years as CEO or co-CEO. From 2000 to 2022, active member of the GMA/FMI (Grocery Manufacturers of America/Food Marketers Institute) and member of CGA board- (California Grocers Association 2014-2019). • Proven executive manager, including long service to Grocery Outlet as a private company and then as a public companyfollowing our IPO in June 2019. Eric’s 17-year run as co-CEO and CEO was transformative for Grocery Outlet. Under his leadership, Grocery Outlet grew its store base from 123 to 441 stores, or 259%, and revenues from $612.6 million to $3.58 billion, or 484%, and developed a bi-coastal store footprint. He led sharing our vision and strategy in the IPO and thereafter in developing key stockholder relationships. • Eric’s deep knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency. As our leading executive, he implemented fundamental strategic initiatives that enhanced our differentiated model for buying and selling, and strengthened our relationships with entrepreneurial Independent Operators that run our stores, combining to deliver a “WOW!” shopping experience. In his current oversight role, his unique insights on future strategy and initiatives will continue to be invaluable to our Board. • Exhibited strong growth focus across all macroeconomic cycles, as demonstrated by our pattern of positive comparable store sales growth and healthy gross margin rates. For example, our comparable store sales increased for 19 out of 20 years through fiscal 2022. • Long-standing role with our Board and management allows him to provide a unique perspective regarding oversight of enterprise risk management, including focusing on the most critical risks and evaluating risk mitigation activities. • Has alignment with our other stockholders due to his 3.3% ownership of the Company. | |
| Page | | | 19 | | | Grocery Outlet 2024 Proxy Statement | | | |
| ROBERT J. SHEEDY, JR. | | |||
| | | Age: 49 Director Since: Jan. 2023 Committees: None | | |
| Career Highlights Since April 2012, served various positions at Grocery Outlet and its predecessor, including as President and Chief Executive Officer (since Jan. 2023), President (Jan. 2019 to Dec. 2022), Chief Merchandise, Marketing & Strategy Officer (Apr. 2017 to Dec. 2018), Chief Merchandise & Strategy Officer (Mar. 2014 to Apr. 2017) and VP, Strategy (Apr. 2012 to Feb. 2014). 2005 to 2012, served various positions at Staples Inc., an office supply company, most recently as its Vice President, Strategy. Public Company Boards None Other Information He received a Bachelor of Arts in Economics and Engineering from Dartmouth College, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Strong executive leadership experience at public companies in retail, with particular expertise in strategy, marketing and merchandising. • Recently selected to lead Grocery Outlet into the next chapter of growth due to his significant experience and expertise in the grocery and retail industries, his deep knowledge of our business through his varied leadership roles, and his long-term strategic approach. As our President and CEO, he is responsible for our strategic direction and operational leadership, and has extensive knowledge of the day-to-day operations of our business. His leadership style exemplifies our culture and values—he is passionate about the business, and his relentless pursuit of excellence resonates with and inspires our team and our Independent Operators. • Possesses significant marketing and brand management expertise from multi-year leadership of our centralized marketing efforts, including our recent focus on online and digital marketing, and supporting Independent Operator marketing efforts. • In his roles as President and strategy leader, he implemented our significant growth initiatives and investments that have laid a solid foundation for future expansion, including productivity improvements through both operational initiatives and digital transformation projects. • RJ was promoted four times prior to his recent appointment, and he can provide unique insights on our human capital management program. He values the importance of our employee development strategic initiative, including our culture of mentoring and coaching. Due to the uniqueness of our business model, we prioritize growing talent internally and investing resources to develop our employees’ skill sets and career within our organization. | |
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| KENNETH W. ALTERMAN, Independent Director | | |||
| | | Age: 67 Director Since: Feb. 2011 Committees • Compensation (Chair, since Nov. 2019; Member, since Nov. 2014) | | |
| Career Highlights Dec. 2002 to Jan. 2022, served various positions at Savers, Inc., a retail thrift store chain, including as Executive Adviser (Jan. 2017 to Jan. 2022), President, Chief Executive Officer and a director (Jan. 2004 to Jan. 2017) and Vice President and General Manager (Dec. 2002 to Dec. 2003). Previously, for 20 years, he worked at Pepsi Bottling Group, most recently as Director of Bottlers Operations and Washington State Market Unit General Manager. Public Company Boards None Other Information He has served and continues to serve as a board member and board advisor of various private companies, including Essex Technology Group, LLC (d/b/a Bargain Hunt), a discount retailer across a wide variety of products. He received a Bachelor of Science in Chemical Engineering from Clarkson University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the discount retail industry throughout his career, including from employment and director roles. • Focused marketing and brand management experience at Pepsi, with oversight on brand roll outs and product acquisition integration, as well as from his leadership role at Savers, which heavily focused on discount marketing. • Possesses substantial executive management expertise, with particular experience in developing corporate strategy and assessing emerging industry trends and business operations, from his 18 years of leadership at Savers. • Relevant supply chain and logistics experience from his responsibility for distribution of Pepsico beverages in the U.S. and Canada, as well as overseeing the global distribution of Savers products. • Private board service and advisory roles provide relevant governance, compensation and strategic oversight experience. | |
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| JOHN (“JEB”) E. BACHMAN, Independent Director | | |||
| | | Age: 68 Director Since: Nov. 2019 Committees • Audit and Risk (Chair, since Nov. 2019) | | |
| Career Highlights Since 2015, has been an outside director for various public companies since his retirement. 1978 to 2015, former Certified Public Accountant at the global accounting firm, PricewaterhouseCoopers LLP, most recently as a partner (1989 to 2015). At PwC, Mr. Bachman served for six years (2007 to 2013) 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. Prior to this role, Mr. Bachman served for three years as the firm’s U.S. Strategy Leader (2004 to 2007) where he was responsible for strategic planning across business units, geographies and industries. Mr. Bachman also served as an audit partner for over 25 years for companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Public Company Boards Current None | |
| Prior The Children’s Place Inc. (Mar. 2016 to Mar. 2024), an omni-channel children’s specialty retailer, with a global retail and wholesale network. Nasdaq: PLCE • Audit (Chair, May 2017 to Mar. 2024; Member, Mar. 2016 to Mar 2024) • Corporate Responsibility, Sustainability & Governance (f/k/a Nominating and Corporate Governance) (2019 to 2023) | | | | Recharge Acquisition Corp (2020 to 2022), a blank check company (also known as a special purpose acquisition company), including as Chair of the Audit Committee and a member of the Compensation Committee. Nasdaq: RCHG Wex Inc. (2016 to 2021), a global provider of payment solutions, including as a member of the Audit Committee and Finance Committee. Nasdaq: WEX SCANA Corporation (2018 to 2019), an electric and natural gas utility company, including as a member of the Special Litigation Committee. NYSE: SCG | |
| Other Information He received a Bachelor of Science in Business Administration from Bucknell University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Extensive financial and accounting expertise, as well as business strategy, internal controls, financial reporting and enterprise risk oversight experience, from serving as a partner (as a former Certified Public Accountant) and in leadership roles for one of the world’s largest accounting firms. In addition, he has served as Chair of our Audit Committee since Nov. 2019, as well as the Audit Committee and Finance Committee of numerous other public companies in recent years. He has been determined by our Board to be an audit committee financial expert. • Possesses public company director experience through his substantial board and board committee service in recent years | |
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| for companies in a variety of industries, including an omnichannel retailer. • Through many years of senior leadership at PwC, he has deep experience in operations, finance, risk management and strategic planning of a large, complex organization. • Has retail experience through his lengthy board and board committee service to The Children’s Place. | |
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| THOMAS F. HERMAN, Independent Director | | |||
| | | Age: 83 Director Since: 2004 Committees • Audit and Risk (Chair, Nov. 2014 to Nov. 2019; Member, since 2014) • Nominating and Corporate Governance (since Nov. 2020) | | |
| Career Highlights 2017 to 2021, Board member of Guckenheimer, a food management company, including as chairman of the Audit Committee. June 2003 to Jan. 2004, President and Chief Operating Officer of Good Guys, Inc., a public company consumer electronics retailer. 2001 to 2003, co-founder and managing partner of Oak Harbor Partners, a boutique financial services firm. Dec. 1998 to July 2001, Chief Executive Officer and President of Employment Law Learning Technologies, an online learning company focused on employment law. 1998 to 2001, co-founder of The Alamo Group, a real estate redeveloper of distressed assets. 1994 to 1998, Chief Executive Officer of American Fashion Jewelry, a mall-based jewelry retailer. 1989 to 1992, Chief Executive Officer of San Francisco Music Box Co., a global mall-based retailer of music boxes. 1987 to 1989, Chief Executive Officer of Grand Auto Inc., a public company automotive retailer. 1982 to 1987, he served in multiple roles at Lucky Stores, a high-growth, multi-division discount retailer that was a public company, including as Chief Executive Officer of Automotive Division (1982 to 1985) and Chief Administrative Officer (1985 to 1987) 1979 to 1982, Chief Executive Officer of Delta California Industries Inc., a multi-state transportation public company. Public Company Boards | |
| Current None Last Five Years None | | | | Prior Good Guys, Inc. (2002 to 2004), including as Chair of Audit Committee and member of Compensation Committee. Nasdaq: GGUY Crdentia (2003 to 2006), a provider of healthcare staffing services in the United States, including as a member of the Audit Committee. OTC Bulletin Board | |
| Other Information He taught finance for 10 years in the Master of Business Administration program at St. Mary’s College, among other finance teaching positions. He received a Bachelor of Arts in Political Science from University of Oregon, and a Master of Business Administration from University of California, Berkeley. | |
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| Skills and Qualifications Relevant to Service on our Board • Possesses significant executive retail experience from his long career that included numerous management positions for retail companies of significant complexity and scale, including certain high-growth companies. • Through many years of service as Chief Executive Officer and other senior management roles, he led numerous M&A, financing, supply chain, human resources, and strategic development and repositioning matters. • Historical public company board experience, which led to his initial appointment to our Board and continuing leadership role. • Deep financial and accounting expertise, including serving as the chair or member of the Audit Committees of many public companies, and as the former Chair and continuing member of our Audit and Risk Committee for nine years. Further, he taught finance courses in college for many years. He has been determined by our Board to be an audit committee financial expert. | |
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| ERIK D. RAGATZ, Lead Independent Director | | |||
| | | Age: 51 Director Since: Oct. 2014 Lead Independent Director Since: Jan. 2023 Former Chairman: Oct. 2014 to Dec. 2022 Committees • Compensation (since Nov 2014) • Nominating and Corporate Governance (Chair, June 2019 – Feb 2023; Member, since June 2019) | | |
| Career Highlights Since Sept. 2001, served various positions at Hellman & Friedman LLC, a global private equity firm focused on investing in high-quality, growth-oriented business, including as Senior Advisor (since Feb. 2023), Partner (Jan. 2008 to Feb. 2023), and Director/Principal (Sept. 2001 to Dec. 2007). Prior, served in various positions at Bain Capital, LP, a global private equity firm, and Bain & Company, a global management consultancy. Public Company Boards | |
| Current Snap One Holdings Corp. (since Aug. 2017), a leading omnichannel supplier of connected home products and solutions to home integrators. Nasdaq: SNPO (since July 2021) • Chairman (since Aug. 2017) • Nomination and Governance Committee Chairman (since July 2021) • Compensation Committee Chairman (Aug. 2017 – July 2021), Member (since July 2021) | | | | Prior LPL Financial Holdings, Inc. (2009 to 2012), a leading provider of brokerage and investment advisory services. Nasdaq: LPLA | |
| Other Information Mr. Ragatz also serves on several boards and board committees of other companies: • Since July 2021,At Home Group, Inc., a leading omnichannel home décor value retailer, including serving as Executive Chairman (since Nov. 2023) and a member of the Compensation Committee (since July 2021), and previously as Lead Independent Director (July 2021 to Nov. 2023). • Since Oct. 2023,The New Leaf Company BV (dba Superplum), an early-stage agri-tech business, including serving as Chairman. • Since Feb. 2024,And Go Concepts, LLC (dba Salad & GO), a disruptive quick service restaurant on a mission to make fresh, nutritious food convenient and affordable to all. He previously served on additional private company boards of H&F, including board leadership roles, in the following industries: auto collision repair (2014 to 2023), building products manufacturing and distribution (2010 to 2020), HVAC manufacturing and distribution (2008 to 2012), healthcare services (2007 to 2011), and energy generation (2004 to 2005). | |
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| He received a Bachelor of Arts in Economics from Stanford University, and a Master of Business Administration from Stanford University Graduate School of Business. Skills and Qualifications Relevant to Service on our Board • Developed significant strategic and operations expertise for retail, supply chain and logistics matters through leading H&F’s efforts to invest in high-growth global companies in the consumer, retail and industrial sectors, and taking leadership roles on the boards and board committees of the relevant portfolio companies for over 20 years. • Strong other public company director experience through his board and board committee service at Snap One and LPL Financial, and together with his significant private company director experience, he has a unique expertise in corporate governance. His significant leadership roles on boards outside of our Board include serving as Chairman or Lead Independent Director of six companies (including one public company), Chair of the Compensation Committee of three companies, Chair of the Audit Committee of three companies (including one public company) and Chair of the Nominating and Corporate Governance Committee of one public company. This breadth of experience and expertise leading boards and board committees enables him to provide critical insights in overseeing and partnering with management of high-growth companies. • Through serving as Chairman or a member of numerous Audit Committees of public and private companies, being a senior leader on H&F’s investment team and leading H&F’s macro-economic research and forecasting, he has significant finance, accounting and financial reporting expertise, including for retail and high-growth companies. • His knowledge and expertise regarding enterprise risk oversight for high-growth companies was developed through his public and private company board roles, as well as having responsibility for the full lifecycle of the investing process at H&F, including sourcing ideas, negotiating transactions, raising capital, establishing governance procedures, partnering with executives to grow their businesses and ultimately selling the investments. | |
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| ERIK D. RAGATZ | | |||
| Erik D. Ragatz | | | • Preside over all meetings of the Board at which the Chairperson and CEO are not • Request the inclusion of certain materials for Board • Collaborate with the Chairperson and CEO on Board meeting • Collaborate with the Chairperson and CEO in determining the need for special meetings of the • Serve as the Board liaison to the CEO to give guidance and/or • Regularly consult with the Chairperson and the CEO regarding the Company’s strategy and key operational • Be available to meet with major stockholders of the Company as • Develop topics and lead Board discussion in executive sessions of the independent • 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 • Call meetings of independent directors when • Recommend to the Board, in concert with the chairs of the respective Committees, the retention of consultants and advisors who directly report to the • Perform such other responsibilities as may be designated by the Board from time to | |
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| Full Board | | | • General risk management oversight, including strategic, operational, financial and legal risks • Joint leadership with management regarding crisis management • Reviews and approves annual business plan, including strategy and liquidity, and reviews long-term strategy, including • Reviews capital allocation strategy, including acquisitions, financing/debt transactions and share repurchase program • • CEO performance review and | |
| 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 and reporting | |
| Compensation Committee | | | • Annually reviews whether any compensation programs encourage excessive risk taking, as well as risk mitigation policies and considerations • | |
| Nominating and Corporate Governance Committee | | | • Considers any governance risks identified in in the enterprise risk management process • Review and approval of Securities Trading Policy • Responsible for | |
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| | |||||||
| Gender Breakdown | | | | | | | |
| All Employees | | | | | | | |
| Women | | | | | 37% | | |
| | | | | 63% | | | |
| Director | | | | | | | |
| Women | | | | | 37% | | |
| | | | | | | ||
| | | | | | | | |
| All Employees | | | | | | | |
| Hispanic/Latino, Asian, Black/African America, Native Hawaiian/Other Pacific Islander, Multiracial, or American Indian/Alaskan Native | | | | | 64% | | |
| White | | | | | 36% | | |
| Director | | | | | | | |
| Hispanic/Latino, Asian, Black/African America, Native Hawaiian/Other Pacific Islander, Multiracial, or American Indian/Alaskan Native | | | | | 35% | | |
| White | | | | | 65% | | |
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| Component of Cash Retainer | | | Policy during Fiscal Year 2022 until 4/27/2022 ($) | | | Policy during Fiscal Year 2022 on and after 4/27/2022 ($) | | ||||||
| Annual cash retainer for Board service: | | | | | | | | | | | | | |
| Chairman | | | | | 175,000 | | | | | | 205,000 | | |
| Vice Chairman | | | | | 175,000 | | | | | | 175,000 | | |
| Other Non-Employee Directors | | | | | 75,000 | | | | | | 75,000 | | |
| Annual cash retainer for Committee service: | | | | | | | | | | | | | |
| Audit and Risk Committee – Chair | | | | | 25,000 | | | | | | 25,000 | | |
| Audit and Risk Committee – Member | | | | | 15,000 | | | | | | 15,000 | | |
| Compensation Committee – Chair | | | | | 15,000 | | | | | | 20,000 | | |
| Compensation Committee – Member | | | | | 10,000 | | | | | | 10,000 | | |
| Nominating and Corporate Governance Committee – Chair | | | | | 10,000 | | | | | | 20,000 | | |
| Nominating and Corporate Governance Committee – Member | | | | | 7,500 | | | | | | 10,000 | | |
| Components of Cash Retainer | | | ($) | | |||
| Annual cash retainer for Board service: | | | | | | | |
| Non-Employee Directors | | | | | 75,000 | | |
| Additional annual cash retainer for Chairman and Lead Independent Director | | | | | | | |
| Chairman | | | | | 150,000 | | |
| Lead Independent Director | | | | | 50,000 | | |
| Additional annual cash retainer for Committee service: | | | | | | | |
| Audit and Risk Committee – Chair | | | | | 25,000 | | |
| Audit and Risk Committee – Member (non-Chair) | | | | | 15,000 | | |
| Compensation Committee – Chair | | | | | 20,000 | | |
| Compensation Committee – Member (non-Chair) | | | | | 10,000 | | |
| Nominating and Corporate Governance Committee – Chair | | | | | 20,000 | | |
| Nominating and Corporate Governance Committee – Member (non-Chair) | | | | | 10,000 | | |
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| NAME | | FEES EARNED OR PAID IN CASH ($)(1) | | STOCK AWARDS ($)(2) | | TOTAL ($) | | NAME | | FEES EARNED OR PAID IN CASH ($) | | STOCK AWARDS ($)(1) | | ALL OTHER COMPENSATION ($) | | TOTAL ($) | | ||||||||||||||||||||||||||||
| Kenneth W. Alterman | | | | 92,500 | | | | | 125,061 | | | | | 217,561 | | | Kenneth W. Alterman | | | | 95,000 | | | | | 163,027 | | | | | — | | | | | 258,027 | | | |||||||
| John E. (Jeb) Bachman | | | | 100,000 | | | | | 125,061 | | | | | 225,061 | | | John E. (“Jeb”) Bachman | | | | 100,000 | | | | | 163,027 | | | | | — | | | | | 263,027 | | | |||||||
| Mary Kay Haben | | | | 83,750 | | | | | 125,061 | | | | | 208,811 | | | Mary Kay Haben | | | | 93,778 | | | | | 163,027 | | | | | — | | | | | 256,805 | | | |||||||
| Thomas F. Herman | | | | 98,750 | | | | | 125,061 | | | | | 223,811 | | | Thomas F. Herman | | | | 100,000 | | | | | 163,027 | | | | | — | | | | | 263,027 | | | |||||||
| Carey F. Jaros | | | | 87,758 | | | | | 125,061 | | | | | 212,819 | | | Carey F. Jaros | | | | 85,000 | | | | | 163,027 | | | | | — | | | | | 248,027 | | | |||||||
| Norman S. Matthews | | | | 93,750 | | | | | 125,061 | | | | | 218,811 | | | Eric J. Lindberg, Jr. | | | | 225,000 | | | | | 163,027 | | | | | — | | | | | 388,027 | | | |||||||
| María Fernanda Mejía(3) | | | | 8,137 | | | | | — | | | | | 8,137 | | | Norman S. Matthews(2) | | | | 44,890 | | | | | — | | | | | 105,000 | | | | | 149,890 | | | |||||||
| Gail Moody-Byrd | | | | 90,000 | | | | | 125,061 | | | | | 215,061 | | | Gail Moody-Byrd | | | | 90,000 | | | | | 163,027 | | | | | — | | | | | 253,027 | | | |||||||
| Erik D. Ragatz(4) | | | | 100,000 | | | | | 125,061 | | | | | 225,061 | | | Erik D. Ragatz | | | | 146,222 | | | | | 163,027 | | | | | — | | | | | 309,249 | | | |||||||
| S. MacGregor Read, Jr.(5) | | | | 116,984 | | | | | 125,061 | | | | | 242,045 | | | Jeffrey R. York | | | | 90,000 | | | | | 163,027 | | | | | — | | | | | 253,027 | | | |||||||
| Jeffrey R. York | | | | 87,242 | | | | | 125,061 | | | | | 212,303 | | |
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| | | | Audit and Risk Committee | |
| | | | John E. Bachman, Chair Thomas F. Herman Gail Moody-Byrd Jeffrey R. York | |
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| | | FISCAL YEAR 2022 ($) | | FISCAL YEAR 2021 ($) | | | | FISCAL YEAR 2023 ($) | | FISCAL YEAR 2022 ($) | | ||||||||||||||||
| Audit Fees | | | | 2,067,805 | | | | | 1,824,835 | | | Audit Fees | | | | 3,511,895 | | | | | 2,067,805 | | | ||||
| Audit-Related Fees | | | | — | | | | | — | | | Audit-Related Fees | | | | — | | | | | — | | | ||||
| Tax Fees | | | | 292,901 | | | | | 245,908 | | | Tax Fees | | | | 390,568 | | | | | 292,901 | | | ||||
| All Other Fees | | | | 1,895 | | | | | 1,895 | | | All Other Fees | | | | 1,895 | | | | | 1,895 | | | ||||
| Total Fees | | | | 2,362,601 | | | | | 2,072,638 | | | Total Fees | | | | 3,904,358 | | | | | 2,362,601 | | |
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| NAME | | | AGE | | | POSITION | |
| Robert J. Sheedy, Jr. | | | | | President and Chief Executive Officer | | |
| | | | | | |||
| Andrea R. Bortner | | | | | EVP, Chief Human Resources Officer | | |
| Pamela B. Burke | | | | | EVP, Chief Stores Officer | | |
| Ramesh Chikkala | | | 59 | | | EVP, Chief Operations Officer | |
| Luke D. Thompson | | | 52 | | | EVP, General Counsel and Secretary | |
| Steven K. Wilson | | | | | EVP, Chief Purchasing Officer | | |
| Calvin Chung | | | | | SVP, Chief Store Development Officer | ||
|
| | ||||
| SVP, Accounting Since | | | |
| ANDREA R. BORTNER | | |||
| EVP, Chief Human Resources Officer Since March 2020 | | | Ms. Bortner previously served as EVP, Chief Human Resources Officer at Maxar Technologies, Inc., a space technology company, from August 2016 to October 2019 and as EVP, Chief Human Resources Officer at Catalina, an advertising and marketing company, from August 2012 to June 2016. | |
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| 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. | |
| RAMESH CHIKKALA | | |||
| EVP, Chief Operations Officer Since January 2024 | | | Mr. Chikkala previously served as a senior advisor to the operations, supply chain, and technology practices at A.T. Kearney, Inc., a global management consulting firm, from August 2019 to January 2024. From July 2006 to July 2019, Mr. Chikkala held several roles of increasing responsibility at Walmart Inc., a global omnichannel retailer, including as SVP, Global Supply Chain (Omnichannel) and Food Manufacturing (April 2013 to July 2019), SVP, Information Technology (January 2009 to March 2013), and VP, Information Technology (July 2006 to December 2008). In addition, he also held senior operations and supply chain roles at retailers including Family Dollar Stores, Inc. (2001 to 2006), Gap, Inc. (1997 to 2001) and Food Lion, LLC (1995 to 1996). | |
| LUKE D. THOMPSON | | |||
| EVP, General Counsel and Secretary Since February 2024 | | | Mr. Thompson previously served as our SVP, General Counsel and Secretary from July 2022 to February 2024. Before joining us, he served in roles at Big 5 Sporting Goods Corporation, a sporting goods retailer, from 2002 to 2022, most recently as EVP, General Counsel and Secretary. | |
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| STEVEN K. WILSON | | |||
| EVP, Chief Purchasing Officer Since January 2023 | | | Mr. Wilson previously served as our | |
| CALVIN CHUNG | | |||
| SVP, Chief Store Development Officer Since March 2023 | | | Mr. Chung previously served as SVP, | |
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|
| NAME | | | TITLE IN FISCAL YEAR | |
| |||||
| Robert J. Sheedy, Jr.(1) | | | President and Chief Executive Officer | |
| Charles C. Bracher(2) | | | EVP, Chief Financial Officer | |
| Steve K. Wilson(3) | | | EVP, Chief Purchasing Officer | |
| Pamela B. Burke | | | EVP, Chief Stores Officer | |
| | | |
| BASE SALARY | | | AIP | | | EQUITY | |
| ✓ Reasonable merit base salary increases, including for promotions | | | ✓ No change to target bonus opportunity as a percentage of base salary, other than promotions ✓ Maintain performance metrics, but change weighting for 2023: adjusted EBITDA (from 60% to 70%) and Comparable Store Sales (from 40% to 30%) ✓ Based on our performance, Fiscal Year 2023 AIP bonuses were earned at 111% of target | | | ✓ No change to target equity opportunity as a percentage of base salary or mix of RSUs and PSUs, other than for promotions ✓ No change in PSU performance metrics or weighting | |
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| GOAL-ORIENTED | | | Our executive compensation program rewards the achievement of specific short-term (annual) and long-term financial goals, which are aligned with our operational and strategic objectives. | |
| MARKET COMPETITIVE | | | Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract, motivate and retain the high caliber talent we require to lead, manage and successfully grow our Company. | |
| PERFORMANCE-BASED | | | The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term financial goals that are key performance indicators and easily understood by investors and executives, as well as reasonably determined and measured. | |
| INVESTOR-ALIGNED | | | Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework. Equity awards with long-term performance goals and vesting foster a shared culture of ownership. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals. | |
| FAIR | | | Pay | |
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| WHAT WE DO | | | WHAT WE DON’T DO | |
| ✓ Align short- and long-term incentive programs to business strategy and stockholder interests | ||||
✓ Engage periodically with our stockholders regarding our executive compensation program | |||||
✓ Conduct an annual risk assessment of the Company’s compensation programs, policies and practices, and have confirmed they are not reasonably likely to have a material adverse effect | |||||
✓ Maintain clawback policies, including a | |||||
✓ Maintain stock ownership guidelines to support the alignment of executive officer and Board interests with | |||||
✓ Our fully independent Compensation Committee retains and actively engages with an independent compensation consultant | |||||
✓ Maintain a performance-based cash incentive plan and a PSU equity award program, each based on objective financial goals aligned with business strategy and with | |||||
✓ Annually determine our peer group and | |||||
✓ Provide an annual stockholder Say-on-Pay advisory vote | | | No tax gross ups on severance or change-in-control benefits | | |
| Our equity plan does not allow repricing or exchange of underwater options without stockholder approval | | |||
| No hedging or pledging of our stock | | |||
| No significant executive perquisites or supplemental benefits | | |||
| No dividend equivalents to executive officers paid on unvested RSU or PSU awards | | |||
| No single trigger vesting of equity-based awards upon change in control | | |||
| No guaranteed bonuses, excluding limited new hire inducement | |
| Page | | | | | Grocery Outlet | | | |
| COMPONENT | | | DESCRIPTION | | | OBJECTIVES AND LINK TO STOCKHOLDER VALUE | | ||||
| Short-Term | | | | Base Salary | | | Annual fixed cash compensation | | | Securing and retaining executives by providing stability and reflecting the market for executive talent, as well as reflecting general merit on an annual basis | |
| Annual Incentive Plan (Bonus) | | | Annual cash compensation based on annual financial goals • Bonus target as percentage of base salary Company performance • • Fiscal Year | | | Pay-for-performance focus/ | | ||||
| Long-Term | | | | PSUs | | | Performance-based award that vests in a single installment on the third anniversary of the vesting commencement date and is based on two measures: • 3-year cumulative • 3-year cumulative adjusted EBITDA growth (50% weighting)(1) Fiscal Year | | | Pay-for-performance focus/ | |
| RSUs | | | Time-based award, with three equal annual instalments vesting over a three-year vesting period from the vesting commencement date | | | Foster a culture of ownership, aligning long-term interests of our executive officers and stockholders, within our risk framework | |
| Page | | | | | Grocery Outlet | | | |
| NEO | | FY 2021 BASE SALARY ($) | | FY 2022 BASE SALARY ($) | | YOY CHANGE (%) | | NEO | | FY 2022 BASE SALARY ($) | | FY 2023 BASE SALARY ($) | | YOY CHANGE (%) | | ||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 800,001 | | | | | 825,000 | | | | | 3.1 | | | Robert J. Sheedy, Jr. | | | | 618,025 | | | | | 925,000(1) | | | | | 49.7 | | | ||||||
| Charles C. Bracher | | | | 555,015 | | | | | 571,666 | | | | | 3.0 | | | Charles C. Bracher | | | | 571,666 | | | | | 594,533 | | | | | 4.0 | | | ||||||
| Robert J. Sheedy, Jr. | | | | 600,024 | | | | | 618,025 | | | | | 3.0 | | | Steven K. Wilson | | | | 412,200 | | | | | 450,000(2) | | | | | 9.2 | | | ||||||
| Pamela B. Burke | | | | 430,022 | | | | | 465,000 | | | | | 8.1 | | | Pamela B. Burke | | | | 465,000 | | | | | 483,600 | | | | | 4.0 | | | ||||||
| Steven K. Wilson | | | | 400,000 | | | | | 412,200 | | | | | 3.1 | | | Andrea R. Bortner | | | | — | | | | | 441,334(3) | | | | | — | | |
| Page | | | 53 | | | Grocery Outlet 2024 Proxy Statement | | | |
| NEO | | | TARGET BONUS OPPORTUNITY (% OF SALARY) | | |||
| ||||||||
Robert J. Sheedy, Jr. | | | | | | | ||
| | | | | 60 | | | |
| Steven K. Wilson | | | | | | | |
| Pamela B. Burke | | | | | 60 | | |
| Andrea R. Bortner | | | | | 60 | | |
| | | ADJUSTED EBITDA | | COMPARABLE SALES GROWTH | | | | ADJUSTED EBITDA | | COMPARABLE SALES GROWTH | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | FY 2022 Adjusted EBITDA ($M) | | Achievement of Target Goal (%) | | Payout (%) | | FY 2022 Comparable Sales Growth (%) | | Achievement of Target Goal (%) | | Payout (%) | | | | FY 2023 Adjusted EBITDA ($M) | | Achievement of Target Goal (%) | | Payout (%) | | FY 2023 Comparable Sales Growth (%) | | Achievement of Target Goal (%) | | Payout (%) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Minimum | | | | 209.8 | | | | | 93 | | | | | 20 | | | | | 3.5 | | | | | 47 | | | | | 20 | | | Minimum | | | | 227.4 | | | | | 92 | | | | | 20 | | | | | 2.0 | | | | | 33 | | | | | 20 | | | ||||||||||||
| Target | | | | 225.8 | | | | | 100 | | | | | 100 | | | | | 7.5 | | | | | 100 | | | | | 100 | | | Target | | | | 247.2 | | | | | 100 | | | | | 100 | | | | | 6.0 | | | | | 100 | | | | | 100 | | | ||||||||||||
| Maximum | | | | 239.8 | | | | | 200 | | | | | 200 | | | | | 11.0 | | | | | 147 | | | | | 200 | | | Maximum | | | | 264.5 | | | | | 107 | | | | | 200 | | | | | 9.5 | | | | | 158 | | | | | 200 | | | ||||||||||||
| ACTUAL | | | | 225.9 | | | | | 100 | | | | | 101 | | | | | 11.8 | | | | | 157 | | | | | 200 | | | ACTUAL | | | | 252.6 | | | | | 102 | | | | | 111 | | | | | 7.5 | | | | | 124 | | | | | 111(1) | | | ||||||||||||
| Overall Fiscal Year 2022 Achievement Factor = 141% | | Overall Fiscal Year 2023 Achievement Factor = 111% | |
| Page | | | 54 | | | Grocery Outlet 2024 Proxy Statement | | | |
| NEO | | FY 2022 BASE SALARY ($) | | X | | TARGET BONUS (%) | | = | | TARGET BONUS AMOUNT ($) | | X | | OVERALL ACHIEVEMENT FACTOR (%) | | = | | ACTUAL BONUS RECEIVED ($)(1) | | NEO | | FY 2023 BASE SALARY ($) | | X | | TARGET BONUS (%) | | = | | TARGET BONUS AMOUNT ($) | | X | | OVERALL ACHIEVEMENT FACTOR (%)(1) | | = | | ACTUAL BONUS RECEIVED ($)(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 825,000 | | | | | | | 100 | | | | | | | 825,000 | | | | | | | 141 | | | | | | | 1,161,475 | | | Robert J. Sheedy, Jr. | | | | 925,000 | | | | | | | 125 | | | | | | | 1,156,250 | | | | | | | 111 | | | | | | | 1,283,368 | | | ||||||||||||||||||
| Charles C. Bracher | | | | 571,666 | | | | | | | 60 | | | | | | | 343,000 | | | | | | | 141 | | | | | | | 482,891 | | | Charles C. Bracher | | | | 594,533 | | | | | | | 60 | | | | | | | 356,720 | | | | | | | 111 | | | | | | | 395,937 | | | ||||||||||||||||||
| Robert J. Sheedy, Jr. | | | | 618,025 | | | | | | | 75 | | | | | | | 463,519 | | | | | | | 141 | | | | | | | 652,564 | | | Steven K. Wilson | | | | 450,000 | | | | | | | 60 | | | | | | | 270,000 | | | | | | | 111 | | | | | | | 299,684 | | | ||||||||||||||||||
| Pamela B. Burke | | | | 465,000 | | | | | | | 60 | | | | | | | 279,000 | | | | | | | 141 | | | | | | | 392,790 | | | Pamela B. Burke | | | | 483,600 | | | | | | | 60 | | | | | | | 290,160 | | | | | | | 111 | | | | | | | 322,060 | | | ||||||||||||||||||
| Steven K. Wilson | | | | 412,200 | | | | | | | 50 | | | | | | | 206,100 | | | | | | | 141 | | | | | | | 290,017 | | | Andrea R. Bortner | | | | 441,334 | | | | | | | 60 | | | | | | | 264,800 | | | | | | | 111 | | | | | | | 293,913 | | |
| NEO | | TARGET EQUITY OPPORTUNITY ($) | | TARGET EQUITY OPPORTUNITY (% OF SALARY) | | NEO | | TARGET EQUITY OPPORTUNITY ($) | | TARGET EQUITY OPPORTUNITY (% OF SALARY) | | ||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 3,300,000 | | | | | 400 | | | Robert J. Sheedy, Jr. | | | | 3,996,000 | | | | | 432 | | | ||||
| Charles C. Bracher | | | | 1,143,333 | | | | | 200 | | | Charles C. Bracher | | | | 1,189,066 | | | | | 200 | | | ||||
| Robert J. Sheedy, Jr. | | | | 1,854,075 | | | | | 300 | | | Steven K. Wilson | | | | 1,125,000 | | | | | 250 | | | ||||
| Pamela B. Burke | | | | 930,000 | | | | | 200 | | | Pamela B. Burke | | | | 967,200 | | | | | 200 | | | ||||
| Steven K. Wilson | | | | 1,030,000 | | | | | 250 | | | Andrea R. Bortner | | | | 882,668 | | | | | 200 | | |
| Page | | | 55 | | | Grocery Outlet 2024 Proxy Statement | | | |
| NEO | | VALUE OF TIME-VESTING RSUs ($) | | TIME-VESTING RSUs (# of shares) | | VALUE OF PSUs ($) | | PSUs AT TARGET (# of shares) | | NEO | | VALUE OF TIME-VESTING RSUs ($) | | TIME-VESTING RSUs (# of shares) | | VALUE OF PSUs ($) | | PSUs AT TARGET (# of shares) | | ||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 990,024 | | | | | 34,127 | | | | | 2,310,008 | | | | | 79,628 | | | Robert J. Sheedy, Jr. | | | | 1,198,800 | | | | | 43,929 | | | | | 2,797,200 | | | | | 102,500 | | | ||||||||
| Charles C. Bracher | | | | 457,343 | | | | | 15,765 | | | | | 686,028 | | | | | 23,648 | | | Charles C. Bracher | | | | 475,626 | | | | | 17,429 | | | | | 713,439 | | | | | 26,143 | | | ||||||||
| Robert J. Sheedy, Jr. | | | | 741,641 | | | | | 25,565 | | | | | 1,112,446 | | | | | 38,347 | | | Steven K. Wilson | | | | 450,000 | | | | | 16,490 | | | | | 675,000 | | | | | 24,735 | | | ||||||||
| Pamela B. Burke | | | | 372,024 | | | | | 12,824 | | | | | 558,007 | | | | | 19,235 | | | Pamela B. Burke | | | | 386,880 | | | | | 14,177 | | | | | 580,320 | | | | | 21,265 | | | ||||||||
| Steven K. Wilson | | | | 412,000 | | | | | 14,202 | | | | | 618,000 | | | | | 21,303 | | | Andrea R. Bortner | | | | 353,068 | | | | | 12,938 | | | | | 529,601 | | | | | 19,407 | | |
| | | | THREE-YEAR REVENUE | | | THREE-YEAR ADJUSTED EBITDA(*) GROWTH | | ||||||||||||||||||||||||||||||
| | | | Revenue ($B) | | | Achievement of Target Goal (%) | | | Payout (%) | | | Adjusted EBITDA Growth (%) | | | Achievement of Target Goal (%) | | | Payout (%) | | ||||||||||||||||||
| Minimum | | | | | 9.1 | | | | | | 96.8 | | | | | | 50 | | | | | | 25 | | | | | | 83.3 | | | | | | 50 | | |
| Target | | | | | 9.4 | | | | | | 100.0 | | | | | | 100 | | | | | | 30 | | | | | | 100.0 | | | | | | 100 | | |
| Maximum | | | | | 9.7 | | | | | | 103.2 | | | | | | 200 | | | | | | 35 | | | | | | 116.7 | | | | | | 200 | | |
| ACTUAL | | | | | 9.8 | | | | | | 104.3 | | | | | | 200 | | | | | | 34.6 | | | | | | 115.3 | | | | | | 192 | | |
| Overall Combined Achievement of Target = 196% | |
| Page | | | 56 | | | Grocery Outlet 2024 Proxy Statement | | | |
| | | | THREE-YEAR REVENUE | | | THREE-YEAR CUMULATIVE ADJUSTED EBITDA GROWTH(1) | | ||||||||||||||||||
| | | | Revenue ($B) | | | Payout (%) | | | Cumulative Adjusted EBITDA Growth (%) | | | Payout (%) | | ||||||||||||
| Minimum | | | | | 10.1 | | | | | | 50 | | | | | | 10.0 | | | | | | 50 | | |
| Target | | | | | 10.6 | | | | | | 100 | | | | | | 17.5 | | | | | | 100 | | |
| Maximum | | | | | 11.1 | | | | | | 200 | | | | | | 25.0 | | | | | | 200 | | |
| ACTUAL(2) | | | | | 10.6 | | | | | | 105 | | | | | | 18.6 | | | | | | 115 | | |
| Overall Combined Achievement of Target =110% | |
| NEO | | FY 2020 PSUs (Target) | | FY 2020 Earned PSUs | | NEO | | FY 2021 PSUs (Target) (# of shares) | | FY 2021 Earned PSUs (# of shares) | | ||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 58,650 | | | | | 114,954 | | | Robert J. Sheedy, Jr. | | | | 30,467 | | | | | 33,514 | | | ||||
| Charles C. Bracher | | | | 17,518 | | | | | 34,336 | | | Charles C. Bracher | | | | 18,788 | | | | | 20,667 | | | ||||
| Robert J. Sheedy, Jr. | | | | 23,713 | | | | | 46,478 | | | Steven K. Wilson | | | | 16,926 | | | | | 18,619 | | | ||||
| Pamela B. Burke | | | | 13,574 | | | | | 26,606 | | | Pamela B. Burke | | | | 14,557 | | | | | 16,013 | | | ||||
| Steven K. Wilson | | | | 13,556 | | | | | 26,570 | | | Andrea R. Bortner | | | | 13,947 | | | | | 15,342 | | |
| Page | | | 57 | | | Grocery Outlet 2024 Proxy Statement | | | |
| | ✓ | | | ✓ Floor & Décor Holdings, Inc. | | | ✓ | | |
| | ✓ Bloomin’ Brands, Inc. | | | ✓ | | | ✓ Sleep Number Corporation | | |
| | ✓ Brinker International, Inc. | | | ✓ | | | ✓ Sprouts Farmers Market, Inc. | | |
| | ✓ Carter’s Inc. | | | ✓ | | | ✓ Texas Roadhouse, Inc. | | |
| | ✓ Deckers Outdoor Corporation | | | ✓ | | | ✓ Weis Markets, Inc. | | |
| | ✓ Five Below, Inc. | | | ✓ | | | | | |
| Page | | | | | Grocery Outlet | | | |
| ROLE | | | | RESPONSIBILITY | |
| Full Board | | | | ✓ Approve new equity incentive plans and share pool increases under existing equity plans (subject to stockholder approval) | |
| Independent Members of Board | | | | ✓ ✓ Review succession planning for our President and Chief Executive Officer and senior executive team | |
| Compensation Committee | | | | ✓ Oversee our employee compensation and benefit programs, ✓ Establish ✓ Establish the compensation program for all NEOs (including cash-based incentive plans) and approve the target total direct compensation, for our NEOs (other than our President and Chief Executive Officer) ✓ Periodically review and make recommendations to the Board with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees ✓ Evaluate our employee compensation programs to determine whether the relationship between the incentives associated with these plans and the level of risk-taking in response to such incentives is reasonably likely to have a material adverse effect on us ✓ Periodically engage with stockholders regarding our executive officer compensation programs | |
| Independent Consultant | | | | ✓ Serve as the independent members of the Board’s and the Compensation Committee’s independent advisor, to review the competitiveness of compensation provided to the President and Chief Executive Officer and other executive officers and provide the Compensation Committee with an executive compensation assessment, peer group and general retail market survey data analysis, and review of our annual Compensation Discussion and Analysis and related compensation disclosures ✓ Provide analyses that inform the decisions of the Compensation Committee and the independent members of the Board without deciding or approving any compensation decisions ✓ Independently meet with the Compensation Committee in executive session during each regularly scheduled meeting each year, to the extent requested (and, independently meet once per year with the independent members of the Board to discuss President and Chief Executive Officer compensation) | |
| President and CEO | | | | ✓ Establish strategic direction and goals, supported by the executive compensation programs, which are then reviewed and approved by the Compensation Committee and Board, as applicable ✓ Evaluate executive officer performance and develop recommendations for compensation aligned to the compensation philosophy and compensation and benefits programs, excluding | |
| Page | | | | | Grocery Outlet | | | |
| Page | | | | | Grocery Outlet | | | |
| TITLE | | | MULTIPLE | |
| Chief Executive Officer | | | Five | |
| Executive Vice President | | | Three | |
| Senior Vice President and Vice President | | | Two | |
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| NAME AND PRINCIPAL POSITION | | FISCAL YEAR | | SALARY ($)(1) | | STOCK AWARDS ($)(2) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | NAME AND PRINCIPAL POSITION | | FISCAL YEAR | | SALARY ($)(1) | | STOCK AWARDS ($)(2) | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | | ALL OTHER COMPENSATION ($)(4) | | TOTAL ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. Chief Executive Officer | | | | | 2022 | | | | | 824,039 | | | | | 3,300,033 | | | | | 1,161,475 | | | | | 44,740 | | | | | 5,330,287 | | ��� | Robert J. Sheedy, Jr.(5) President and Chief Executive Officer | | | | | 2023 | | | | | 922,466 | | | | | 3,996,047 | | | | | 1,283,368 | | | | | 37,890 | | | | | 6,239,771 | | | ||||||||||
| | | 2021 | | | | | 798,943 | | | | | 3,200,036 | | | | | — | | | | | 9,985 | | | | | 4,008,965 | | | | | | 2022 | | | | | 617,333 | | | | | 1,854,087 | | | | | 652,564 | | | | | 45,520 | | | | | 3,169,504 | | | |||||||||||||||
| | | 2020 | | | | | 771,635 | | | | | 3,090,028 | | | | | 1,545,000 | | | | | 45,360 | | | | | 5,452,022 | | | | | | 2021 | | | | | 599,369 | | | | | 1,800,116 | | | | | — | | | | | 1,860 | | | | | 2,401,345 | | | |||||||||||||||
| Charles C. Bracher Chief Financial Officer | | | | | 2022 | | | | | 571,026 | | | | | 1,143,371 | | | | | 482,891 | | | | | 45,732 | | | | | 2,243,020 | | | Charles C. Bracher(6) Former EVP, Chief Financial Officer | | | | | 2023 | | | | | 592,904 | | | | | 1,189,080 | | | | | 395,937 | | | | | 37,890 | | | | | 2,215,811 | | | ||||||||||
| | | 2021 | | | | | 554,375 | | | | | 1,110,081 | | | | | — | | | | | 1,860 | | | | | 1,666,317 | | | | | | 2022 | | | | | 571,026 | | | | | 1,143,371 | | | | | 482,891 | | | | | 45,732 | | | | | 2,243,020 | | | |||||||||||||||
| | | 2020 | | | | | 537,776 | | | | | 1,076,785 | | | | | 646,055 | | | | | 45,360 | | | | | 2,305,977 | | | | | | 2021 | | | | | 554,375 | | | | | 1,110,081 | | | | | — | | | | | 1,860 | | | | | 1,666,317 | | | |||||||||||||||
| Robert J. Sheedy, Jr. President | | | | | 2022 | | | | | 617,333 | | | | | 1,854,087 | | | | | 652,564 | | | | | 45,520 | | | | | 3,169,504 | | | Steven K. Wilson EVP, Chief Purchasing Officer | | | | | 2023 | | | | | 448,767 | | | | | 1,125,030 | | | | | 299,684 | | | | | 37,840 | | | | | 1,911,321 | | | ||||||||||
| | | 2021 | | | | | 599,369 | | | | | 1,800,116 | | | | | — | | | | | 1,860 | | | | | 2,401,345 | | | | | | 2022 | | | | | 411,538 | | | | | 1,030,000 | | | | | 290,017 | | | | | 44,740 | | | | | 1,776,295 | | | |||||||||||||||
| | | 2020 | | | | | 581,731 | | | | | 1,457,571 | | | | | 874,501 | | | | | 45,360 | | | | | 2,959,163 | | | | | | 2021 | | | | | 399,039 | | | | | 1,000,045 | | | | | — | | | | | 2,532 | | | | | 1,401,615 | | | |||||||||||||||
| Pamela B. Burke Chief Stores Officer | | | | | 2022 | | | | | 466,345 | | | | | 930,032 | | | | | 392,790 | | | | | 59,472 | | | | | 1,848,639 | | | Pamela B. Burke EVP, Chief Stores Officer | | | | | 2023 | | | | | 482,275 | | | | | 967,212 | | | | | 322,060 | | | | | 37,840 | | | | | 1,809,387 | | | ||||||||||
| | | 2021 | | | | | 429,528 | | | | | 860,088 | | | | | — | | | | | 16,784 | | | | | 1,306,400 | | | | | | 2022 | | | | | 466,345 | | | | | 930,032 | | | | | 392,790 | | | | | 59,472 | | | | | 1,848,639 | | | |||||||||||||||
| | | 2020 | | | | | 416,706 | | | | | 834,373 | | | | | 500,608 | | | | | 120,563 | | | | | 1,872,250 | | | | | | 2021 | | | | | 429,528 | | | | | 860,088 | | | | | — | | | | | 16,784 | | | | | 1,306,400 | | | |||||||||||||||
| Steven K. Wilson(5) Chief Purchasing Officer | | | | | 2022 | | | | | 411,538 | | | | | 1,030,000 | | | | | 290,017 | | | | | 44,740 | | | | | 1,776,295 | | | Andrea R. Bortner(7) EVP, Chief Human Resources Officer | | | | | 2023 | | | | | 440,125 | | | | | 882,695 | | | | | 293,913 | | | | | 37,940 | | | | | 1,654,673 | | | ||||||||||
| | | 2021 | | | | | 399,039 | | | | | 1,000,045 | | | | | — | | | | | 2,532 | | | | | 1,401,615 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEO | | GRANT DATE FAIR VALUE OF PSUS GRANTED IN 2022 AT TARGET PERFORMANCE ($) | | GRANT DATE FAIR VALUE OF PSUS GRANTED IN 2022 AT MAXIMUM PERFORMANCE ($) | | NEO | | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2023 AT TARGET PERFORMANCE ($) | | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2023 AT MAXIMUM PERFORMANCE ($) | | ||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 2,310,008 | | | | | 4,620,017 | | | Robert J. Sheedy, Jr. | | | | 2,797,225 | | | | | 5,594,450 | | | ||||
| Charles C. Bracher | | | | 686,028 | | | | | 1,372,057 | | | Charles C. Bracher | | | | 713,442 | | | | | 1,426,885 | | | ||||
| Robert J. Sheedy, Jr. | | | | 1,112,446 | | | | | 2,224,893 | | | Steven K. Wilson | | | | 675,018 | | | | | 1,350,036 | | | ||||
| Pamela B. Burke | | | | 558,007 | | | | | 1,116,015 | | | Pamela B. Burke | | | | 580,322 | | | | | 1,160,644 | | | ||||
| Steven K. Wilson | | | | 618,000 | | | | | 1,236,000 | | | Andrea R. Bortner | | | | 529,617 | | | | | 1,059,234 | | |
| Page | | | | | Grocery Outlet | | | |
| NEO | | PROFIT SHARING CONTRIBUTION UNDER THE 401(K) PLAN ($) | | HEALTH SAVING ACCOUNT CONTRIBUTION ($) | | COMPANY-PAID GROUP TERM LIFE INSURANCE ($) | | OTHER(I) ($) | | NEO | | PROFIT SHARING CONTRIBUTION UNDER THE 401(K) PLAN ($) | | HEALTH SAVING ACCOUNT CONTRIBUTION ($) | | COMPANY-PAID GROUP TERM LIFE INSURANCE ($) | | ||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 42,700 | | | | | 1,500 | | | | | 540 | | | | | — | | | Robert J. Sheedy, Jr. | | | | 36,300 | | | | | 1,050 | | | | | 540 | | | |||||||
| Charles C. Bracher | | | | 42,700 | | | | | 1,500 | | | | | 540 | | | | | 992 | | | Charles C. Bracher | | | | 36,300 | | | | | 1,050 | | | | | 540 | | | |||||||
| Robert J. Sheedy, Jr. | | | | 42,700 | | | | | 1,500 | | | | | 540 | | | | | 780 | | | Steven K. Wilson | | | | 36,300 | | | | | 1,000 | | | | | 540 | | | |||||||
| Pamela B. Burke | | | | 42,700 | | | | | 1,500 | | | | | 540 | | | | | 14,732 | | | Pamela B. Burke | | | | 36,300 | | | | | 1,000 | | | | | 540 | | | |||||||
| Steven K. Wilson | | | | 42,700 | | | | | 1,500 | | | | | 540 | | | | | — | | | Andrea R. Bortner | | | | 36,300 | | | | | 1,100 | | | | | 540 | | |
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| | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(4) | | | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON EQUITY INCENTIVE PLAN AWARDS(1) | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(4) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NAME | | GRANT DATE | | TYPE OF AWARD | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | NAME | | GRANT DATE | | TYPE OF AWARD | | THRESHOLD ($) | | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | N/A | | Performance-Based Cash Award (AIP) | | | | 165,000 | | | | | 825,000 | | | | | 1,650,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Robert J. Sheedy, Jr. | | | N/A | | Performance-Based Cash Award (AIP) | | | | 231,250 | | | | | 1,156,250 | | | | | 2,312,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| 3/3/2022 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 19,907 | | | | | 79,628 | | | | | 159,256 | | | | | — | | | | | 2,310,008 | | | | 3/2/2023 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 25,625 | | | | | 102,500 | | | | | 205,000 | | | | | — | | | | | 2,797,225 | | | |||||||||||||||||||||||
| 3/3/2022 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 34,127 | | | | | 990,024 | | | | 3/2/2023 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 43,929 | | | | | 1,198,822 | | | |||||||||||||||||||||||
| Charles C. Bracher | | | N/A | | Performance-Based Cash Award (AIP) | | | | 68,600 | | | | | 343,000 | | | | | 685,999 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Charles C. Bracher | | | N/A | | Performance-Based Cash Award (AIP) | | | | 71,344 | | | | | 356,720 | | | | | 713,439 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| 3/3/2022 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 5,912 | | | | | 23,648 | | | | | 47,296 | | | | | — | | | | | 686,028 | | | | 3/2/2023 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 6,536 | | | | | 26,143 | | | | | 52,286 | | | | | — | | | | | 713,442 | | | |||||||||||||||||||||||
| 3/3/2022 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,765 | | | | | 457,343 | | | | 3/2/2023 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 17,429 | | | | | 475,637 | | | |||||||||||||||||||||||
| Robert J. Sheedy, Jr. | | | N/A | | Performance-Based Cash Award (AIP) | | | | 92,704 | | | | | 463,519 | | | | | 927,038 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Steven K. Wilson | | | N/A | | Performance-Based Cash Award (AIP) | | | | 54,000 | | | | | 270,000 | | | | | 540,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| 3/3/2022 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 9,587 | | | | | 38,347 | | | | | 76,694 | | | | | — | | | | | 1,112,446 | | | | 3/2/2023 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 6,184 | | | | | 24,735 | | | | | 49,470 | | | | | — | | | | | 675,018 | | | |||||||||||||||||||||||
| 3/3/2022 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 25,565 | | | | | 741,641 | | | | 3/2/2023 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 16,490 | | | | | 450,012 | | | |||||||||||||||||||||||
| Pamela B. Burke | | | N/A | | Performance-Based Cash Award (AIP) | | | | 55,800 | | | | | 279,000 | | | | | 558,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Pamela B. Burke | | | N/A | | Performance-Based Cash Award (AIP) | | | | 58,032 | | | | | 290,160 | | | | | 580,320 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| 3/3/2022 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 4,809 | | | | | 19,235 | | | | | 38,470 | | | | | — | | | | | 558,007 | | | | 3/2/2023 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 5,316 | | | | | 21,265 | | | | | 42,530 | | | | | — | | | | | 580,322 | | | |||||||||||||||||||||||
| 3/3/2022 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,824 | | | | | 372,024 | | | | 3/2/2023 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,177 | | | | | 386,890 | | | |||||||||||||||||||||||
| Steven K. Wilson | | | N/A | | Performance-Based Cash Award (AIP) | | | | 41,200 | | | | | 206,000 | | | | | 412,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Andrea R. Bortner | | | N/A | | Performance-Based Cash Award (AIP) | | | | 52,960 | | | | | 264,801 | | | | | 529,601 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| 3/3/2022 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 5,326 | | | | | 21,303 | | | | | 42,606 | | | | | — | | | | | 618,000 | | | | 3/2/2023 | | Performance-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | 4,852 | | | | | 19,407 | | | | | 38,814 | | | | | — | | | | | 529,617 | | | |||||||||||||||||||||||
| 3/3/2022 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,202 | | | | | 412,000 | | | | 3/2/2023 | | Time-Based Restricted Stock Unit | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,938 | | | | | 353,078 | | |
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| | | | | | | | OPTION AWARDS | | STOCK AWARDS | | | | | | | | | OPTION AWARDS | | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NAME | | GRANT DATE | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | NAME | | GRANT DATE | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | | 10/21/2014 | | | | | 477,565 | | | | | — | | | | | 3.81 | | | | | 10/21/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | Robert J. Sheedy, Jr. | | | | | 11/25/2014 | | | | | 10,389 | | | | | — | | | | | 3.81 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||
| | | 10/21/2014 | | | | | 1,332,614 | | | | | — | | | | | 7.13 | | | | | 10/21/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 6/19/2019 | | | | | 91,195 | | | | | — | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||
| | | 6/19/2019 | | | | | — | | | | | 210,450(2) | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,771(2) | | | | | 182,546 | | | | | 33,514(3) | | | | | 903,537(3) | | | |||||||||||||||||||||
| | | 5/13/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,379(3) | | | | | 244,583 | | | | | 117,300(4) | | | | | 3,423,987(4) | | | | | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 17,044(2) | | | | | 459,506 | | | | | 76,694(3) | | | | | 2,067,670(3) | | | |||||||||||||||||||||
| | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 18,054(3) | | | | | 526,996 | | | | | 63,188(4) | | | | | 1,844,458(4) | | | | | | 3/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 43,929(2) | | | | | 1,184,326 | | | | | 205,000(3) | | | | | 5,526,800(3) | | | |||||||||||||||||||||
| | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 34,127(3) | | | | | 996,167 | | | | | 159,256(4) | | | | | 4,648,683(4) | | | Charles C. Bracher | | | | | 11/25/2014 | | | | | 25,000 | | | | | — | | | | | 7.13 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| Charles C. Bracher | | | | | 11/25/2014 | | | | | 53,365 | | | | | — | | | | | 3.81 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 6/19/2019 | | | | | 91,195 | | | | | — | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| | | 11/25/2014 | | | | | 78,247 | | | | | — | | | | | 7.13 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,176(2) | | | | | 112,585 | | | | | 20,667(3) | | | | | 557,182(3) | | | |||||||||||||||||||||
| | | 6/19/2019 | | | | | — | | | | | 91,195(2) | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,510(2) | | | | | 283,350 | | | | | 47,296(3) | | | | | 1,275,100(3) | | | |||||||||||||||||||||
| | | 5/13/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,893(3) | | | | | 113,637 | | | | | 35,036(4) | | | | | 1,022,701(4) | | | | | | 3/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 17,429(2) | | | | | 469,886 | | | | | 52,286(3) | | | | | 1,409,631(3) | | | |||||||||||||||||||||
| | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,351(3) | | | | | 243,766 | | | | | 18,788(4) | | | | | 548,422(4) | | | Steven K. Wilson | | | | | 11/25/2014 | | | | | 5,522 | | | | | — | | | | | 3.81 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,756(3) | | | | | 460,180 | | | | | 47,296(4) | | | | | 1,380,570(4) | | | | | | 11/25/2014 | | | | | 26,495 | | | | | — | | | | | 7.13 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||
| Robert J. Sheedy, Jr. | | | | | 11/25/2014 | | | | | 10,389 | | | | | — | | | | | 3.81 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 6/19/2019 | | | | | 56,120 | | | | | — | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| | | 6/19/2019 | | | | | — | | | | | 91,195(2) | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,762(2) | | | | | 101,424 | | | | | 18,619(3) | | | | | 501,968(3) | | | |||||||||||||||||||||
| | | 5/13/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,270(3) | | | | | 153,831 | | | | | 47,426(4) | | | | | 1,384,365(4) | | | | | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 9,468(2) | | | | | 255,257 | | | | | 42,606(3) | | | | | 1,148,658(3) | | | |||||||||||||||||||||
| | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 13,542(3) | | | | | 395,291 | | | | | 30,467(4) | | | | | 889,332(4) | | | | | | 3/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 16,490(2) | | | | | 444,570 | | | | | 49,470(3) | | | | | 1,333,711(3) | | | |||||||||||||||||||||
| | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 25,565(3) | | | | | 746,242 | | | | | 76,694(4) | | | | | 2,238,698(4) | | | Pamela B. Burke | | | | | 3/31/2017 | | | | | 7,015 | | | | | — | | | | | 8.57 | | | | | 3/31/2027 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||
| Pamela B. Burke | | | | | 3/31/2017 | | | | | 7,015 | | | | | — | | | | | 8.57 | | | | | 3/31/2027 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 12/26/2018 | | | | | 20,105 | | | | | — | | | | | 11.64 | | | | | 12/26/2028 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||
| | | 12/26/2018(5) | | | | | 10,284 | | | | | 9,821 | | | | | 11.64 | | | | | 12/26/2028 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 12/26/2018 | | | | | 34,105 | | | | | — | | | | | 11.64 | | | | | 12/26/2028 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||
| | | 12/26/2018 | | | | | 34,105 | | | | | — | | | | | 11.64 | | | | | 12/26/2028 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 6/19/2019 | | | | | 63,135 | | | | | — | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||
| | | 6/19/2019 | | | | | — | | | | | 63,135(2) | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,235(2) | | | | | 87,216 | | | | | 16,013(3) | | | | | 431,710(3) | | | |||||||||||||||||||||
| | | 5/13/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,017(3) | | | | | 88,066 | | | | | 27,148(4) | | | | | 792,450(4) | | | | | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,550(2) | | | | | 230,508 | | | | | 38,470(3) | | | | | 1,037,151(3) | | | |||||||||||||||||||||
| | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,470(3) | | | | | 188,859 | | | | | 14,557(4) | | | | | 424,919(4) | | | | | | 3/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,177(2) | | | | | 382,212 | | | | | 42,530(3) | | | | | 1,146,609(3) | | | |||||||||||||||||||||
| | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,824(3) | | | | | 374,333 | | | | | 38,470(4) | | | | | 1,122,939(4) | | | Andrea R. Bortner | | | | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,100(2) | | | | | 83,576 | | | | | 15,342(3) | | | | | 413,620(3) | | | |||||||||||||||||||
| Steven K. Wilson | | | | | 11/25/2014 | | | | | 5,522 | | | | | — | | | | | 3.81 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,802(2) | | | | | 210,342 | | | | | 35,108(3) | | | | | 946,512(3) | | | ||||||||||||||||||
| | | 11/25/2014 | | | | | 26,495 | | | | | — | | | | | 7.13 | | | | | 11/25/2024 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | 3/2/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,938(2) | | | | | 348,808 | | | | | 38,814(3) | | | | | 1,046,425(3) | | | |||||||||||||||||||||
| | | 6/19/2019 | | | | | — | | | | | 56,120(2) | | | | | 22.00 | | | | | 6/19/2029 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 5/13/2020 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,013(3) | | | | | 87,949 | | | | | 27,112(4) | | | | | 791,399(4) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/4/2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 7,523(3) | | | | | 219,596 | | | | | 16,926(4) | | | | | 494,070(4) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/3/2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 14,202(3) | | | | | 414,556 | | | | | 42,606(4) | | | | | 1,243,669(4) | | |
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| | | OPTION AWARDS | | STOCK AWARDS | | | | OPTION AWARDS | | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||||||||
| NAME | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | VALUE REALIZED ON EXERCISE ($)(1) | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($) | | NAME | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | VALUE REALIZED ON EXERCISE ($)(1) | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | VALUE REALIZED ON VESTING ($)(2) | | ||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr. | | | | 305,049 | | | | | 10,746,064 | | | | | 17,406 | | | | | 490,327 | | | Robert J. Sheedy, Jr. | | | | — | | | | | — | | | | | 67,040 | | | | | 1,772,538 | | | ||||||||
| Charles C. Bracher | | | | 133,699 | | | | | 4,558,516 | | | | | 8,068 | | | | | 227,276 | | | Charles C. Bracher | | | | 106,612 | | | | | 2,633,072 | | | | | 47,659 | | | | | 1,260,104 | | | ||||||||
| Robert J. Sheedy, Jr. | | | | 166,670 | | | | | 5,768,337 | | | | | 12,040 | | | | | 339,167 | | | Steven K. Wilson | | | | — | | | | | — | | | | | 38,078 | | | | | 1,006,782 | | | ||||||||
| Pamela B. Burke | | | | 94,627 | | | | | 2,391,169 | | | | | 6,252 | | | | | 176,119 | | | Pamela B. Burke | | | | — | | | | | — | | | | | 37,132 | | | | | 981,770 | | | ||||||||
| Steven K. Wilson | | | | 50,000 | | | | | 1,624,331 | | | | | 6,773 | | | | | 190,795 | | | Andrea R. Bortner | | | | — | | | | | — | | | | | 40,828 | | | | | 1,091,857 | | |
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| NAME | | TRIGGERING EVENT | | SALARY ($) | | BONUS ($) | | HEALTH BENEFITS CONTINUATION COVERAGE ($) | | VALUE OF OPTION ACCELERATION ($) | | VALUE OF TIME-BASED RSU ACCELERATION ($) | | VALUE OF PSU AWARD ACCELERATION ($) | | TOTAL ($) | | NAME | | TRIGGERING EVENT | | SALARY ($) | | BONUS ($) | | HEALTH BENEFITS CONTINUATION COVERAGE ($) | | VALUE OF OPTION ACCELERATION ($) | | VALUE OF TIME-BASED RSU ACCELERATION ($) | | VALUE OF PSU AWARD ACCELERATION ($) | | TOTAL ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eric J. Lindberg, Jr | | | Termination Without Cause or for Good Reason(1) | | | | 1,650,000 | | | | | 1,650,000 | | | | | 77,266 | | | | | — | | | | | — | | | | | — | | | | | 3,377,266 | | | Robert J. Sheedy, Jr. | | | Termination Without Cause or for Good Reason(1) | | | | 1,850,000 | | | | | 3,468,750 | | | | | 57,663 | | | | | — | | | | | 670,333 | | | | | — | | | | | 6,046,746 | | | ||||||||||||||
| Death or Disability prior to Change in Control | | | | — | | | | | 825,000(2) | | | | | — | | | | | — | | | | | — | | | | | 3,716,412(3) | | | | | 4,541,412 | | | | Death or Disability prior to Change in Control | | | | — | | | | | 1,156,250(2) | | | | | — | | | | | — | | | | | 670,333(2) | | | | | 2,431,747(3) | | | | | 4,258,330 | | | |||||||||||||||||||
| Termination Without Cause after Change in Control | | | | — | | | | | — | | | | | — | | | | | 1,513,136(4) | | | | | 1,767,746(3) | | | | | 5,880,793(3) | | | | | 9,161,674 | | | | Termination Without Cause after Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,826,378(3) | | | | | 4,618,625(3) | | | | | 6,445,003 | | | |||||||||||||||||||
| Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,880,793(3) | | | | | 5,880,793 | | | | Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,618,625(3) | | | | | 4,618,625 | | | |||||||||||||||||||
| Charles C. Bracher | | | Termination Without Cause or for Good Reason(5) | | | | 571,666 | | | | | 343,000 | | | | | 33,212 | | | | | — | | | | | — | | | | | — | | | | | 947,877 | | | Charles C. Bracher | | | Termination Without Cause or for Good Reason(4) | | | | 594,533 | | | | | 356,720 | | | | | 38,633 | | | | | — | | | | | — | | | | | — | | | | | 989,886 | | | ||||||||||||||
| Qualifying Termination after Change in Control | | | | 857,499(5) | | | | | 514,499(5) | | | | | 49,818(5) | | | | | 655,692(4) | | | | | 817,583(3) | | | | | 1,750,057(3) | | | | | 4,645,148 | | | | Qualifying Termination after Change in Control | | | | 891,800 | | | | | 535,080(4) | | | | | 49,492(4) | | | | | — | | | | | 865,820(3) | | | | | 1,848,890(3) | | | | | 4,191,081 | | | |||||||||||||||||||
| Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,107,060(3) | | | | | 1,107,060 | | | | Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,166,496(3) | | | | | 1,166,496 | | | |||||||||||||||||||
| Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,750,057(3) | | | | | 1,750,057 | | | | Death or Disability after to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,848,890(3) | | | | | 1,848,890 | | | |||||||||||||||||||
| Robert J. Sheedy, Jr | | | Termination Without Cause or for Good Reason(5) | | | | 618,025 | | | | | 463,519 | | | | | 33,136 | | | | | — | | | | | — | | | | | — | | | | | 1,114,680 | | | Steven K. Wilson | | | Termination Without Cause after Change in Control | | | | 450,000 | | | | | 270,000 | | | | | 38,373 | | | | | — | | | | | — | | | | | — | | | | | 758,373 | | | ||||||||||||||
| Qualifying Termination after Change in Control | | | | 927,038(5) | | | | | 695,278(5) | | | | | 49,704(5) | | | | | 655,692(4) | | | | | 1,295,365(3) | | | | | 2,770,863(3) | | | | | 6,323,939 | | | | Qualifying Termination after Change in Control | | | | 675,000(4) | | | | | 405,000(4) | | | | | 49,425(4) | | | | | — | | | | | 801,251(3) | | | | | 1,697,509(3) | | | | | 3,628,185 | | | |||||||||||||||||||
| Death or Disability prior to Change in Control | | | | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,658,187(3) | | | | | 1,658,187 | | | | Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,061,496(3) | | | | | 1,061,496 | | | |||||||||||||||||||
| Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,770,863(3) | | | | | 2,770,863 | | | | Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,697,509(3) | | | | | 1,697,509 | | | |||||||||||||||||||
| Pamela B. Burke | | | Termination Without Cause or for Good Reason(5) | | | | 465,000 | | | | | 279,000 | | | | | 33,212 | | | | | — | | | | | — | | | | | — | | | | | 777,212 | | | Pamela B. Burke | | | Termination Without Cause or for Good Reason(4) | | | | 483,600 | | | | | 290,160 | | | | | 38,633 | | | | | — | | | | | — | | | | | — | | | | | 821,393 | | | ||||||||||||||
| Qualifying Termination after Change in Control | | | | 697,500(5) | | | | | 418,500(5) | | | | | 49,818(5) | | | | | 453,941 | | | | | 651,258 | | | | | 1,382,614(3) | | | | | 3,653,630 | | | | Qualifying Termination after Change in Control | | | | 725,400(4) | | | | | 435,240(4) | | | | | 49,492(4) | | | | | — | | | | | 699,936 | | | | | 1,484,337(3) | | | | | 3,394,405 | | | |||||||||||||||||||
| Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 866,661 | | | | | 866,661 | | | | Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 929,275(3) | | | | | 929,275 | | | |||||||||||||||||||
| Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,382,614(3) | | | | | 1,382,614 | | | | Death or Disability after to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,484,337(3) | | | | | 1,484,337 | | | |||||||||||||||||||
| Change in Control | | | | — | | | | | — | | | | | — | | | | | 172,359(6) | | | | | — | | | | | — | | | | | 172,359 | | | Andrea R. Bortner | | | Termination Without Cause after Change in Control | | | | 441,334 | | | | | 264,800 | | | | | 38,633 | | | | | — | | | | | — | | | | | — | | | | | 744,767 | | | |||||||||||||||||
| Steven K. Wilson | | | Termination Without Cause or for Good Reason(5) | | | | 412,200 | | | | | 206,100 | | | | | 33,092 | | | | | — | | | | | — | | | | | — | | | | | 651,392 | | | | Qualifying Termination after Change in Control | | | | 662,001(4) | | | | | 397,201(4) | | | | | 49,492(4) | | | | | — | | | | | 642,726(3) | | | | | 1,372,480(3) | | | | | 3,123,899 | | | ||||||||||||||||
| Qualifying Termination after Change in Control | | | | 618,300(5) | | | | | 309,150(5) | | | | | 49,638(5) | | | | | 403,503(4) | | | | | 722,102(3) | | | | | 1,511,604(3) | | | | | 3,614,297 | | | | Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 865,919(3) | | | | | 865,919 | | | |||||||||||||||||||
| Death or Disability prior to Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 932,358(3) | | | | | 932,358 | | | | Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,372,480(3) | | | | | 1,372,480 | | | |||||||||||||||||||
| Death or Disability after a Change in Control | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 1,511,604(3) | | | | | 1,511,604 | | |
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| | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | | | | | | | | Value of Initial Fixed td00 Investment Based On: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED td00 INVESTMENT BASED ON: | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
| Fiscal Year (a) | | Summary Compensation Table Total for PEO ($)(1) (b) | | Compensation Actually Paid to PEO ($)(2) (c) | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | | Total Shareholder Return ($)(5) (f) | | Peer Group Total Shareholder Return ($)(6) (g) | | Net Income (thousands) ($)(7) (h) | | Adjusted EBITDA (thousands) ($)(8) (i) | | FISCAL YEAR (a) | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO PRIOR TO 2023 ($)(1) (b-1) | | COMPENSATION ACTUALLY PAID TO PEO PRIOR TO 2023 ($)(2) (c-1) | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO DURING 2023 ($)(1) (b-2) | | COMPENSATION ACTUALLY PAID TO PEO DURING 2023 ($)(2) (c-2) | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON- PEO NEOS ($)(3) (d) | | AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOS ($)(4) (e) | | TOTAL SHAREHOLDER RETURN ($)(5) (f) | | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(6) (g) | | NET INCOME (thousands) ($)(7) (h) | | ADJUSTED EBITDA (thousands) ($)(8) (i) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | 5,330,287 | | | | | 8,453,783 | | | | | 2,259,365 | | | | | 3,264,167 | | | | | 87.21 | | | | | 118.60 | | | | | 65,052 | | | | | 214,682 | | | 2023 | | | | — | | | | | — | | | | | 6,239,771 | | | | | 7,950,403 | | | | | 1,897,798 | | | | | 2,297,082 | | | | | 80.55 | | | | | 136.50 | | | | | 79,437 | | | | | 252,621 | | | ||||||||||||||||||
| 2021 | | | | 4,008,965 | | | | | (515,014) | | | | | 1,693,919 | | | | | 25,605 | | | | | 84.49 | | | | | 172.04 | | | | | 62,310 | | | | | 182,892 | | | 2022 | | | | 5,330,287 | | | | | 8,453,783 | | | | | — | | | | | — | | | | | 2,259,365 | | | | | 3,264,167 | | | | | 87.21 | | | | | 118.60 | | | | | 65,052 | | | | | 214,682 | | | ||||||||||||||||||
| 2020 | | | | 5,452,022 | | | | | 12,956,398 | | | | | 2,278,353 | | | | | 4,068,193 | | | | | 117.27 | | | | | 147.65 | | | | | 106,713 | | | | | 212,705 | | | 2021 | | | | 4,008,965 | | | | | (515,014) | | | | | — | | | | | — | | | | | 1,693,919 | | | | | 25,605 | | | | | 84.49 | | | | | 172.04 | | | | | 62,310 | | | | | 182,892 | | | ||||||||||||||||||
| 2020 | | | | 5,452,022 | | | | | 12,956,398 | | | | | — | | | | | — | | | | | 2,278,353 | | | | | 4,068,193 | | | | | 117.27 | | | | | 147.65 | | | | | 106,713 | | | | | 212,705 | | |
| Fiscal Year | | Reported Summary Compensation Table Total for PEO ($) | | Reported Value of Equity Awards ($)(a) | | Equity Award Adjustments ($)(b) | | Compensation Actually Paid to PEO ($) | | FISCAL YEAR | | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | | REPORTED VALUE OF EQUITY AWARDS ($)(a) | | EQUITY AWARD ADJUSTMENTS ($)(b) | | COMPENSATION ACTUALLY PAID TO PEO ($) | | ||||||||||||||||||||||||||||||||
| 2022 | | | | 5,330,287 | | | | | (3,300,033) | | | | | 6,423,529 | | | | | 8,453,783 | | | 2023 | | | | 6,239,771 | | | | | (3,996,047) | | | | | 5,706,679 | | | | | 7,950,403 | | | ||||||||
| 2021 | | | | 4,008,965 | | | | | (3,200,036) | | | | | (1,323,943) | | | | | (515,014) | | | 2022 | | | | 5,330,287 | | | | | (3,300,033) | | | | | 6,423,529 | | | | | 8,453,783 | | | ||||||||
| 2020 | | | | 5,452,022 | | | | | (3,090,028) | | | | | 10,594,404 | | | | | 12,956,398 | | | 2021 | | | | 4,008,965 | | | | | (3,200,036) | | | | | (1,323,943) | | | | | (515,014) | | | ||||||||
| 2020 | | | | 5,452,022 | | | | | (3,090,028) | | | | | 10,594,404 | | | | | 12,956,398 | | |
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| Fiscal Year | | Year End Fair Value of Equity Awards Granted in the Fiscal Year ($) | | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | Fiscal Year over Fiscal Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Year ($) | | Total Equity Award Adjustments ($) | | FISCAL YEAR | | FISCAL YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE FISCAL YEAR ($) | | FISCAL YEAR OVER FISCAL YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | | FISCAL YEAR OVER FISCAL YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS THAT VESTED IN THE YEAR ($) | | TOTAL EQUITY AWARD ADJUSTMENTS ($) | | ||||||||||||||||||||||||||||||||
| 2022 | | | | 4,947,547 | | | | | 1,477,897 | | | | | (1,915) | | | | | 6,423,529 | | | 2023 | | | | 5,605,766 | | | | | 214,800 | | | | | (113,887) | | | | | 5,706,679 | | | ||||||||
| 2021 | | | | 2,016,720 | | | | | (3,312,680) | | | | | (27,983) | | | | | (1,323,943) | | | 2022 | | | | 4,947,547 | | | | | 1,477,897 | | | | | (1,915) | | | | | 6,423,529 | | | ||||||||
| 2020 | | | | 4,439,607 | | | | | 1,142,154 | | | | | 5,012,643 | | | | | 10,594,404 | | | 2021 | | | | 2,016,720 | | | | | (3,312,680) | | | | | (27,983) | | | | | (1,323,943) | | | ||||||||
| 2020 | | | | 4,439,607 | | | | | 1,142,154 | | | | | 5,012,643 | | | | | 10,594,404 | | |
| Fiscal Year | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | Average Reported Value of Equity Awards ($) | | Average Equity Award Adjustments ($)(a) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | FISCAL YEAR | | AVERAGE REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR NON- PEO NEOS ($) | | AVERAGE REPORTED VALUE OF EQUITY AWARDS ($) | | AVERAGE EQUITY AWARD ADJUSTMENTS ($)(a) | | AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOS ($) | | ||||||||||||||||||||||||||||||||
| 2022 | | | | 2,259,365 | | | | | (1,239,373) | | | | | 2,244,175 | | | | | 3,264,167 | | | 2023 | | | | 1,897,798 | | | | | (1,041,004) | | | | | 1,440,288 | | | | | 2,297,082 | | | ||||||||
| 2021 | | | | 1,693,919 | | | | | (1,192,583) | | | | | (475,731) | | | | | 25,605 | | | 2022 | | | | 2,259,365 | | | | | (1,239,373) | | | | | 2,244,175 | | | | | 3,264,167 | | | ||||||||
| 2020 | | | | 2,278,353 | | | | | (1,092,192) | | | | | 2,882,032 | | | | | 4,068,193 | | | 2021 | | | | 1,693,919 | | | | | (1,192,583) | | | | | (475,731) | | | | | 25,605 | | | ||||||||
| 2020 | | | | 2,278,353 | | | | | (1,092,192) | | | | | 2,882,032 | | | | | 4,068,193 | | |
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| Fiscal Year | | Average Fiscal Year End Fair Value of Equity Awards ($) | | Fiscal Year over Fiscal Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | Fiscal Year over Fiscal Year Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year ($) | | Total Average Equity Award Adjustments ($) | | FISCAL YEAR | | AVERAGE FISCAL YEAR END FAIR VALUE OF EQUITY AWARDS ($) | | FISCAL YEAR OVER FISCAL YEAR AVERAGE CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | | FISCAL YEAR OVER FISCAL YEAR AVERAGE CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS THAT VESTED IN THE FISCAL YEAR ($) | | TOTAL AVERAGE EQUITY AWARD ADJUSTMENTS ($) | | ||||||||||||||||||||||||||||||||
| 2022 | | | | 1,770,827 | | | | | 462,087 | | | | | 11,261 | | | | | 2,244,175 | | | 2023 | | | | 1,398,644 | | | | | 113,942 | | | | | (72,298) | | | | | 1,440,288 | | | ||||||||
| 2021 | | | | 780,129 | | | | | (1,211,359) | | | | | (44,501) | | | | | (475,731) | | | 2022 | | | | 1,770,827 | | | | | 462,087 | | | | | 11,261 | | | | | 2,244,175 | | | ||||||||
| 2020 | | | | 1,495,126 | | | | | 391,680 | | | | | 995,226 | | | | | 2,882,032 | | | 2021 | | | | 780,129 | | | | | (1,211,359) | | | | | (44,501) | | | | | (475,731) | | | ||||||||
| 2020 | | | | 1,495,126 | | | | | 391,680 | | | | | 995,226 | | | | | 2,882,032 | | |
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| MEDIAN EMPLOYEE | | | The annual total compensation of our median compensated employee (other than our President and CEO) was | |
| CHIEF EXECUTIVE OFFICER | | | The annual total compensation of our President and CEO, as reported in the Summary Compensation Table above, was | |
| PAY RATIO | | | The annual total compensation of our President and CEO was approximately | |
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| NAME OF BENEFICIAL OWNER | | SHARES BENEFICIALLY OWNED | | PERCENTAGE BENEFICIALLY OWNED (%) | | NAME OF BENEFICIAL OWNER | | SHARES BENEFICIALLY OWNED | | PERCENTAGE BENEFICIALLY OWNED (%) | | ||||||||||||||||
| 5% Stockholders: | | | | | | | | | | | | 5% Stockholders: | | | | | | | | | | | | ||||
| BlackRock, Inc.(1) | | | | 9,492,161 | | | | | 9.7 | | | Capital Research Global Investors(1) | | | | 9,342,414 | | | | | 9.3 | | | ||||
| The Vanguard Group(2) | | | | 8,825,894 | | | | | 9.0 | | | The Vanguard Group(2) | | | | 9,273,020 | | | | | 9.3 | | | ||||
| Capital Research Global Investors(3) | | | | 8,619,895 | | | | | 8.8 | | | BlackRock, Inc.(3) | | | | 8,804,831 | | | | | 8.8 | | | ||||
| AllianceBernstein L.P.(4) | | | | 5,445,064 | | | | | 5.5 | | | AllianceBernstein L.P.(4) | | | | 5,166,477 | | | | | 5.2 | | | ||||
| Jackson Square Partners, LLC(5) | | | | 5,288,762 | | | | | 5.4 | | | Named Executive Officers and Directors: | | | | | | | | | | | | ||||
| Parnassus Investments, LLC(6) | | | | 5,133,018 | | | | | 5.2 | | | Robert J. Sheedy, Jr.(5) | | | | 198,687 | | | | | * | | | ||||
| Named Executive Officers and Directors: | | | | | | | | | | | | Charles C. Bracher(6) | | | | 220,024 | | | | | * | | | ||||
| Eric J. Lindberg, Jr.(7) | | | | 4,629,571 | | | | | 4.6 | | | Steven K. Wilson(7) | | | | 181,198 | | | | | * | | | ||||
| Charles C. Bracher(8) | | | | 303,577 | | | | | * | | | Pamela B. Burke(8) | | | | 166,953 | | | | | * | | | ||||
| Robert J. Sheedy, Jr.(9) | | | | 241,419 | | | | | * | | | Andrea R. Bortner(9) | | | | 26,765 | | | | | * | | |
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| NAME OF BENEFICIAL OWNER | | SHARES BENEFICIALLY OWNED | | PERCENTAGE BENEFICIALLY OWNED (%) | | NAME OF BENEFICIAL OWNER | | SHARES BENEFICIALLY OWNED | | PERCENTAGE BENEFICIALLY OWNED (%) | | ||||||||||||||||
| Steven K. Wilson(10) | | | | 244,501 | | | | | * | | | Kenneth W. Alterman(10) | | | | 78,300 | | | | | * | | | ||||
| Pamela B. Burke(11) | | | | 144,864 | | | | | * | | | John E. Bachman(11) | | | | 15,872 | | | | | * | | | ||||
| Kenneth W. Alterman(12) | | | | 72,463 | | | | | * | | | Mary Kay Haben(12) | | | | 15,872 | | | | | * | | | ||||
| John E. Bachman | | | | 10,035 | | | | | * | | | Thomas F. Herman(13) | | | | 20,390 | | | | | * | | | ||||
| Mary Kay Haben(13) | | | | 10,035 | | | | | * | | | Carey F. Jaros(14) | | | | 13,571 | | | | | * | | | ||||
| Thomas F. Herman(14) | | | | 33,553 | | | | | * | | | Eric J. Lindberg, Jr.(15) | | | | 3,292,394 | | | | | 3.3 | | | ||||
| Carey F. Jaros | | | | 7,734 | | | | | * | | | Gail Moody-Byrd(16) | | | | 12,811 | | | | | * | | | ||||
| Norman S. Matthews(15) | | | | 112,611 | | | | | * | | | Erik D. Ragatz(17) | | | | 440,471 | | | | | * | | | ||||
| Gail Moody-Byrd | | | | 6,974 | | | | | * | | | Jeffrey R. York(18) | | | | 73,296 | | | | | * | | | ||||
| Erik D. Ragatz(16) | | | | 328,134 | | | | | * | | | All current directors and other executive officers as a group (17 persons)(19) | | | | 4,545,108 | | | | | 4.5 | | | ||||
| Jeffrey R. York | | | | 67,459 | | | | | * | | | ||||||||||||||||
| All directors and executive officers as a group (17 persons)(17) | | | | 6,241,785 | | | | | 6.2 | | |
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| PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING EQUITY AWARDS (A) | | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING EQUITY AWARDS (B) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | | PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING EQUITY AWARDS (A) | | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING EQUITY AWARDS (B) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | | ||||||||||||||||||||||||
| Equity Compensation Plans Approved by Stockholders(1) | | | | 5,841,682(2) | | | | $ | 10.36(3) | | | | | 2,795,328(4) | | | Equity Compensation Plans Approved by Stockholders(1) | | | | 5,381,307(2) | | | | $ | 12.35(3) | | | | | 1,860,849(4) | | | ||||||
| Equity Compensation Plans Not Approved by Stockholders | | | | — | | | | | — | | | | | — | | | Equity Compensation Plans Not Approved by Stockholders | | | | — | | | | | — | | | | | — | | | ||||||
| Total | | | | 5,841,682 | | | | $ | 10.36 | | | | | 2,795,328 | | | Total | | | | 5,381,307 | | | | $ | 12.35 | | | | | 1,860,849 | | |
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| | The Board unanimously recommends that the stockholders vote “FOR” the election of each of the nominated Class | | |
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| | The Board unanimously recommends that the stockholders vote “FOR” Proposal 2 to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year | | |
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| | The Board unanimously recommends that the stockholders vote “FOR” Proposal 3 to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC. | | |
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| PROPOSAL | | | VOTING ALTERNATIVES | | | BOARD RECOMMENDATION | |
| 1 Election of Class | | | FOR or AGAINST the election of each of the Class ABSTAIN from voting on the matter | | | FOR each director nominee | |
| 2 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal Year | | | FOR or AGAINST the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal Year ABSTAIN from voting on the matter | | | FOR | |
| 3 Advisory (non-binding) vote to approve our Named Executive Officer compensation | | | FOR or AGAINST the advisory vote to approve our Named Executive Officer compensation ABSTAIN from voting on the matter | | | FOR | |
| | | | | | | VOTE IMPACT | | |||||||||
| PROPOSAL NO. | | | VOTE REQUIRED | | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER NON-VOTES | |
| Proposal No. 1 | | | Majority of Shares Cast | | | For the director nominee(s) | | | Against the director nominee(s) | | | Not a vote cast | | | Not a vote cast | |
| Proposal No. 2 | | | Majority of Shares Present or Represented and Entitled to Vote | | | For the proposal | | | Against the proposal | | | Against the | | | — | |
| Proposal No. 3 | | | Majority of Shares Present or Represented and Entitled to Vote | | | For the proposal | | | Against the proposal | | | Against the proposal | | | Not entitled to vote | |
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| FISCAL YEAR | | | TOTAL DEBT(1) ($) | | | LESS: CASH & CASH EQUIVALENTS ($) | | | NET DEBT(2) ($) | | | ADJUSTED EBITDA(3) ($) | | | NET LEVERAGE(4) | | |||||||||||||||
| 2023 | | | | | 292,732 | | | | | | 114,987 | | | | | | 177,745 | | | | | | 252,621 | | | | | | 0.7x | | |
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