Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2017, US Foods Holding Corp. (the Company)
announced that Robert M. Dutkowsky, 62, and Carl Andrew Pforzheimer, 55, have both been elected to the Board, effective January 11, 2017. Mr. Dutkowsky will serve on the Boards Audit Committee and will serve on the Boards
Nominating and Corporate Governance Committee as Chairman.
Mr. Dutkowsky has served as the Chief Executive Officer and a member of
the board of directors of Tech Data Corporation since October 2006. Prior to joining Tech Data Corporation, Mr. Dutkowsky served as President, Chief Executive Officer, and Chairman of the Board of Egenera, Inc. from 2004 until 2006, and served
as President, Chief Executive Officer, and Chairman of the Board of J.D. Edwards & Co., Inc. from 2002 until 2004. He was President, CEO, and Chairman of the Board of GenRad, Inc. from 2000 until 2002. Beginning in 1997, Mr. Dutkowsky
was Executive Vice President, Markets and Channels, at EMC Corporation before being promoted to President, Data General, in 1999. He began his career at IBM where he served in several senior management positions. Mr. Dutkowsky holds a Bachelor
of Science in Industrial and Labor Relations from Cornell University.
The Board believes that Mr. Dutkowskys substantial prior
experience as a director and senior executive for a multinational distribution company specializing in IT products and services and his extensive knowledge of financial reporting, internal controls and procedures adds significant value to the
Board and management as the Company executes its business plan.
Mr. Pforzheimer
co-founded
Barcelona Restaurants in 1995, and created its successor, Barteca Holdings, LLC in 2012. He currently serves as its Chairman. He serves as a Director of Hickory Tavern LLC, a privately-held restaurant group based in Charlotte, NC, and as a
Member of the Education Policy Committee at the Culinary Institute of America. He served as a Director of WaveMark, Inc. through its acquisition by Cardinal Healthcare; on the town of Wilton, Connecticut Board of Finance; and on the Board
of the Connecticut Restaurant Association. Mr. Pforzheimer holds a BA cum laude from Harvard University.
The Board believes
that Mr. Pforzheimers experience as founder, director and executive officer of multi-location restaurant groups brings important perspectives to the Board.
Each of Messrs. Dutkowsky and Pforzheimer qualifies as an independent director under the corporate governance standards of the NYSE and the
independence requirements of Rule
10A-3
of the Exchange Act. Mr. Dutkowsky is familiar with finance and accounting practice and principles and is financially literate.
As
non-employee
directors, each of Messrs. Dutkowsky and Pforzheimer will receive an annual retainer
of $100,000, paid quarterly, and an annual equity grant of $100,000, split evenly between restricted stock units (50% performance vesting and 50% time vesting) and common stock options (50% performance vesting and 50% time vesting), vesting over a
four-year period. As Chair of the Nominating and Corporate Governance Committee Mr. Dutkowsky will receive an additional annual retainer of $20,000, paid quarterly.