PFGC Performance Food Group Company

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Performance Food Group Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

---

Table of Contents

---

Table of Contents

---

Table of Contents

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

ITEMS OF BUSINESS
Proposal			BOARD RECOMMENDATION
1	To elect the 11 director nominees listed in the Proxy Statement.		FOR each director nominee
2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.		FOR
3	To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.		FOR

Stockholders will also consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Proxy votes must be received no later than 11:59 P.M., Eastern Time, on November 29, 2023.

If you plan to participate virtually in the Annual Meeting, please see the instructions in the “Questions and Answers about Voting and the Annual Meeting” section of this Proxy Statement. Stockholders will be able to listen, vote electronically and submit questions online during the Annual Meeting. There will be no physical location for stockholders to attend. Stockholders may only participate online at www. virtualshareholdermeeting.com/PFGC2023.

This Proxy Statement, together with a form of proxy card and the Annual Report on Form 10-K for the fiscal year ended July 1, 2023 (the “Annual Report”), are first being sent to stockholders on or about October 10, 2023.

Your vote is important to us. Thank you for voting.

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

By Order of the Board of Directors,

2023 Proxy Statement

1

---

Table of Contents

DEAR STOCKHOLDER:

Our organization had another excellent year in fiscal 2023, with strong execution across our business units and solid top- and bottom-line growth contributing to our strong financial position. We made significant strides during the fiscal year as the macro-economic environment continued to recover, which allowed us to grow our business while improving upon our efficiency and generating record cash flow. All three of our operating segments contributed to the results, with rapid growth in some of our most profitable businesses. In Foodservice, this was reflected in 6.2% organic case growth in our Independent Restaurant business. This growth accelerated in the back half of the fiscal year, setting our company up for what we expect will be a great fiscal 2024. We also had great success with our company-owned brands, which in fiscal 2023 represented approximately 52% of total Independent Restaurant sales – a record for our company. Vistar improved through the fiscal year, as that business continued to push into new lines of business while growing the legacy channels. As a result, Vistar experienced 23.6% revenue growth for the fiscal year. Vistar remains an important piece of our profit growth and margin expansion. Finally, our Convenience business has progressed ahead of our original expectations, with double-digit sales growth of food and foodservice into the convenience store channel. This growth was produced by a combination of new business and organic same-store sales growth. We are very pleased with the integration of the Core-Mark organization, which has fit nicely into our overall corporate structure. We see a bright future for our Convenience segment and believe we are uniquely positioned to offer a full range of products and services to the U.S. convenience operator. ESG PROGRESS During fiscal 2023, PFG also made progress on our Environmental, Social and Governance (“ESG”) initiatives. We published our third annual ESG report, which highlighted the progress we’ve made on a range of metrics. Our company remains focused on reaching key goals around energy efficiency, greenhouse gas emissions, waste management and responsible sourcing. Our leadership recognizes the importance of these initiatives and is committed to integrating our ESG efforts across our business. Our ESG performance is embedded

into the fabric of our company and will help guide us as we deliver exceptional service and value to our customers. Our fiscal 2023 financial results included: ●Total case volume growth of 6% ●Net sales increased 13% to $57.3 billion ●Gross profit improved 19% to $6.3 billion ●Net income of $397.2 million ●Adjusted EBITDA increased 34% to $1.4 billion (1) ●Diluted earnings per share (“EPS”) of $2.54 EXECUTING OUR STRATEGIC PRIORITIES Our business is focused on three key strategic priorities that guide how our organization executes every day: 1) consistent, profitable top-line growth 2) Adjusted EBITDA profit margin expansion and 3) leverage reduction. I am pleased to report that we made great progress in all three areas during fiscal 2023. Our revenue, which increased 13% in the fiscal year, was the result of strong sales growth across our business segments and was achieved despite lower inflation as we exited the fiscal year. This is a testament to our company’s ability to drive case growth by adding business in key accounts, gaining market share and expanding into new lines of business. We have invested behind technology and resources to support our 35,000+ associates to help make their work more efficient. We have introduced our new online ordering platform, Customer First, to the marketplace. We believe this new tool will make our team more efficient and produce increased cross-selling revenue opportunities across all three business segments. Our growth is focused on highly profitable channels, which is one of the key drivers for our second goal—Adjusted EBITDA profit margin expansion. During the fiscal year, we built upon profitable revenue growth by being more efficient as an organization and disciplined on our cost line. The result was 34% Adjusted EBITDA growth, representing 38 bps of Adjusted EBITDA profit margin expansion improvement over fiscal 2022. This strong bottom-line result produced $832 million of operating cash flow during the fiscal year. Our strong cash flow profile enabled us

to make significant investments to support our business, including increased capacity to support long-term growth. We were also able to reduce our leverage during the fiscal year, the third pillar of our strategy. At the end of fiscal 2023, our net debt to Adjusted EBITDA ratio was 2.9x, which is just below the mid-point of our 2.5x to 3.5x target range. I am incredibly pleased with the progress our team has made on our financial position. Our strong balance sheet allowed our company to take advantage of the $300 million share repurchase program authorized by our board of directors last fall. During fiscal 2023, PFG repurchased $11.2 million of our stock. I am proud of how our organization finished the fiscal year on a high note and excited for the year ahead. I am grateful to all of our associates who have worked hard to help make PFG a true leader in our industry. Best regards, George L. Holm Chairman of the Board of Directors and Chief Executive Officer

(1)

This Proxy Statement includes several metrics, including Adjusted EBITDA and Adjusted Diluted EPS, that are not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”). Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

2023 Proxy Statement

3

---

Table of Contents

This summary highlights information about Performance Food Group Company (the “Company” or “PFG”) and certain other information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider in voting your shares; therefore, you should read the entire Proxy Statement carefully before voting. Except where the context requires otherwise, references to “the Company,” “we,” “us” and “our” refer to Performance Food Group Company. Capitalized terms used but not defined herein have the meanings set forth in our Annual Report.

ABOUT PERFORMANCE FOOD GROUP

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

4

---

Table of Contents

PROXY SUMMARY

2023 Proxy Statement

5

---

Table of Contents

PROXY SUMMARY

VOTING ROADMAP

Your Board of Directors recommends that you vote “FOR” the approval of the compensation paid to our named executive officers. » See page 48 for further information.

FRAMEWORK OF 2023 NAMED EXECUTIVE OFFICER COMPENSATION

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

2023 Proxy Statement

9

---

Table of Contents

PROXY SUMMARY

COMPENSATION PRACTICES

10

---

Table of Contents

MESSAGE FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER		03
PROXY SUMMARY		04
CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP		13
PROPOSAL 01   Election of Directors		13
The Board of Directors		13
Director Nomination Process		14
Director Qualifications and Expertise		14
Nominees for Election to the Board of Directors		17
Stockholder Nominations		23
Board Tenure Policy		23
The Board’s Role and Responsibilities		23
Oversight of Risk Management		24
Management Succession Planning		25
Communications with the Board		25
Code of Business Conduct		25
Board Structure		25
Selection of Chairman of the Board and Chief Executive Officer		26
Lead Director		26
Director Independence and Independence Determinations		27
Executive Sessions		27
Board Committees		27
Special Committees		31
Board Practices, Processes and Policies		31
The Board of Directors and Certain Governance Matters		31
Board Meetings and Attendance		32
Board Performance Evaluations		32
Director Orientation and Continuing Education		33
Committee Charters and Corporate Governance Guidelines		33
Director Service on Other Public Company Boards		33
Transactions with Related Persons		33
COMPENSATION OF DIRECTORS		35
Director Compensation for Fiscal 2023		35
Stock Ownership Guidelines		36
AUDIT MATTERS		37
PROPOSAL 02   Ratification of Independent Registered Public Accounting Firm		37
Audit and Non-Audit Fees		37
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm		38
Report of the Audit and Finance Committee		38
EXECUTIVE OFFICERS OF THE COMPANY		39
STOCKHOLDER ENGAGEMENT		42
Fiscal 2023 Stockholder Engagement Activities		42
Key Takeaways from Our Stockholder Engagement		43
CORPORATE SOCIAL RESPONSIBILITY		44
EXECUTIVE COMPENSATION		48
PROPOSAL 03   Advisory Vote on Named Executive Officer Compensation		48

2023 Proxy Statement

11

---

Table of Contents

TABLE OF CONTENTS

Report of the Human Capital and Compensation Committee		49
Compensation Committee Interlocks and Insider Participation		49
Compensation Discussion and Analysis		50
Business Highlights for Fiscal 2023		51
Executive Summary		52
Executive Compensation Program Objectives and Overview		52
Fiscal 2023 Executive Total Targeted Compensation Mix		53
Fiscal 2023 Compensation Program Changes		54
Executive Compensation Program Elements		55
Base Salaries		55
Cash Bonus Opportunities		55
Long-Term Equity Incentive Awards		57
Benefits and Perquisites		59
Severance and Other Benefits		60
Compensation Determination Process		60
Annual Compensation Program Risk Assessment		61
Hedging and Pledging Policies		61
Clawback Policy		62
Employment Agreements		62
Summary of Employment Agreement of Mr. Holm		62
Summary of Consulting Agreement of Mr. Hope		62
Non-Qualified Deferred Compensation Plan		63
Stock Ownership Guidelines		64
Tax Impact on Compensation		64
Section 409A of the Internal Revenue Code		64
TABULAR EXECUTIVE COMPENSATION DISCLOSURE		65
Summary Compensation Table		65
Fiscal 2023 Grants of Plan-Based Awards		66
Narrative to Summary Compensation Table and Fiscal 2023 Grants of Plan-Based Awards		67
Outstanding Equity Awards at 2023 Fiscal Year-End		67
Fiscal 2023 Option Exercises and Stock Vested		69
Fiscal 2023 Pension Benefits		69
Potential Payments Upon Termination or Change in Control		69
Severance Arrangements and Restrictive Covenants		70
Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination		70
CEO Pay Ratio Disclosure		73
Pay Versus Performance		74
Relationship Between Pay and Financial Performance		75
Financial Performance Measures		76
EQUITY COMPENSATION PLAN INFORMATION		77
OWNERSHIP OF SECURITIES		78
Beneficial Ownership		78
INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING		80
GENERAL INFORMATION		81
Questions and Answers about Voting and the Annual Meeting		81
Stockholder Proposals for the 2024 Annual Meeting		84
Other Business		85
APPENDIX A RECONCILIATION OF NON-GAAP ITEMS		86

12

---

Table of Contents

PROPOSAL 01

Election of Directors

Your Board of Directors recommends that you vote “FOR” the election of the 11 director nominees.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated the following slate of director nominees to hold office for one year until our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) and until their successors have been elected and qualified, subject to their earlier death, resignation, or removal: George L. Holm, Barbara J. Beck, William F. Dawson, Jr., Manuel A. Fernandez, Laura Flanagan, Matthew C. Flanigan, Kimberly S. Grant, Jeffrey M. Overly, David V. Singer, Randall N. Spratt and Warren M. Thompson. Action will be taken at the Annual Meeting for the election of these 11 director nominees.

Unless otherwise instructed, the individuals named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of George L. Holm, Barbara J. Beck, William F. Dawson, Jr., Manuel A. Fernandez, Laura Flanagan, Matthew C. Flanigan, Kimberly S. Grant, Jeffrey M. Overly, David V. Singer, Randall N. Spratt, and Warren M. Thompson. Each of these nominees has indicated that he or she is willing and able to serve as a director. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

THE BOARD OF DIRECTORS

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

2023 Proxy Statement

13

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees to the Board for election as director.

DIRECTOR QUALIFICATIONS AND EXPERTISE

The Nominating and Corporate Governance Committee is committed to ensuring that we have an experienced Board of Directors with diverse perspectives, strategic skill sets, and professional experience in areas relevant to our business and strategic objectives. The table below highlights the unique mix of key skills, qualifications and experiences that each director nominee brings to our Board of Directors. Because the table is a summary, it is not intended to be a complete description of all the key skills, qualifications, attributes, and experiences of each director. If an individual is not listed as having a particular attribute, it does not signify a director’s lack of ability to contribute in such area.

14

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

2023 Proxy Statement

15

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

16

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following information describes the offices held, other public company directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities.”

DIRECTOR NOMINEES

				BACKGROUND Mr. Fernandez serves as the Managing Director of SI Ventures, a venture capital firm focused on information technology and communications infrastructure. He has held that position with the firm since its inception in 1998. Mr. Fernandez served as Chief Executive Officer of Gartner, Inc., a leading research and advisory company, from 1991 to 1998, and Chairman of the Board of Directors of Gartner, Inc. from 1991 until 2001. He has also been Chairman and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated. Mr. Fernandez has served on the board of directors of Leggett & Platt, Incorporated since 2014. He previously served on the board of directors of Brunswick Corporation from 1997 to 2020, Time, Inc. from 2014 to 2018, Flowers Foods, Inc. from 2005 to 2014, and Sysco Corporation from 2006 to 2013. Mr. Fernandez graduated from the University of Florida with a degree in electrical engineering and completed post-graduate work in solid-state engineering at the University of Florida. Mr. Fernandez currently serves as our Lead Independent Director. KEY EXPERIENCES We considered Mr. Fernandez’s extensive experience leading both public and private companies in foodservice and other industries, including three technology companies, allowing him to bring significant experience and knowledge to our Board regarding strategic planning, innovation, technology, acquisitions, corporate governance, distribution, operations, and human resources. OTHER PUBLIC COMPANY DIRECTORSHIPS Leggett & Platt, Incorporated PRIOR PUBLIC COMPANY DIRECTORSHIPS Brunswick Corporation Time, Inc. Flowers Foods, Inc. Sysco Corporation
		Manuel A. Fernandez Age: 77 Director since: 2017 Committees: Human Capital and Compensation; Nominating and Corporate Governance; Technology and Cybersecurity

2023 Proxy Statement

17

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

18

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

2023 Proxy Statement

19

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

20

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

2023 Proxy Statement

21

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

				BACKGROUND Mr. Spratt is retired, having most recently served as the Executive Vice President, Chief Information Officer and Chief Technology Officer of McKesson Corporation (“McKesson”), a global pharmaceutical distribution services and information technology company, from 2009 to 2015. Mr. Spratt joined McKesson in 1999 and held various executive positions at McKesson prior to becoming Chief Information Officer and Chief Technology Officer, including as Chief Information Officer from 2005 to 2009, Chief Process Officer for McKesson Provider Technologies from 2003 to 2005 and Senior Vice President, Imaging, Technology and Business Process Improvement from 2000 to 2003. Mr. Spratt previously served on the board of directors of Imperva, Inc. from May 2016 until the company was acquired by Thoma Bravo, LLC in January 2019. Mr. Spratt received a Bachelor of Science in biology from the University of Utah. KEY EXPERIENCES We considered Mr. Spratt’s extensive experience leading the information technology functions of a multinational large distributor, which allows him to provide invaluable advice and guidance to our management and Board of Directors. We also considered his significant experience in operations and risk management. OTHER PUBLIC COMPANY DIRECTORSHIPS None. PRIOR PUBLIC COMPANY DIRECTORSHIPS Imperva, Inc.
		Randall N. Spratt Age: 71 Director since: 2018 Committees: Audit and Finance; Technology and Cybersecurity (Chair)

				BACKGROUND Mr. Thompson is Chairman of the Board and President of Thompson Hospitality Services, LLC, a private retail food and facilities management firm that he founded in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson serves on the board of directors of Sizzle Acquisition Corp, having previously served on the board of directors of Duke Realty Corp. from 2019 until the company was acquired by Prologis, Inc. in October 2022. Mr. Thompson received his Bachelor of Arts degree in Managerial Economics from Hampden-Sydney College and holds an MBA from the University of Virginia’s Darden Graduate School of Business Administration. KEY EXPERIENCES We considered Mr. Thompson’s knowledge, experience, and expertise in the restaurant and hospitality industry and his significant experience in operations and management. His over 35 years of experience in the restaurant and hospitality industry enables him to bring valuable perspectives of a foodservice industry customer to our Board of Directors. OTHER PUBLIC COMPANY DIRECTORSHIPS Sizzle Acquisition Corp. PRIOR PUBLIC COMPANY DIRECTORSHIPS Duke Realty Corp. Federal Realty Investment Trust
		Warren M. Thompson Age: 64 Director since: 2020 Committees: Human Capital and Compensation; Nominating and Corporate Governance

22

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

STOCKHOLDER NOMINATIONS

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the Securities and Exchange Commission (“SEC”) to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected.

Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Performance Food Group Company, 12500 West Creek Parkway, Richmond, Virginia 23238.

Stockholders may also nominate directors for election to the Board as described in the section entitled “Stockholder Proposals for the 2024 Annual Meeting.” Stockholder nominations must satisfy the notification, timeliness, consent and information requirements set forth in our Amended and Restated Bylaws (the “Bylaws”) described under “Stockholder Proposals for the 2024 Annual Meeting.”

BOARD TENURE POLICY

The Board does not have a policy to impose term limits or a mandatory retirement age for directors because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, an increased insight into the Company and its operations.

THE BOARD’S ROLE AND RESPONSIBILITIES

The Board oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the Chief Executive Officer (“CEO”). The CEO and the other members of senior management are charged with conducting the business of the Company.

OVERSIGHT OF STRATEGY

One of the Board’s key responsibilities is overseeing and monitoring business strategy.

While the Board oversees strategic planning, our Chief Executive Officer and the other members of senior management are charged with developing and executing our strategic vision and updating our Board on progress throughout the fiscal year.

2023 Proxy Statement

23

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

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

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

OVERSIGHT OF CYBERSECURITY AND INFORMATION SECURITY

Cybersecurity is a key component of the Company’s enterprise risk management program. As indicated above, our Technology and Cybersecurity Committee has oversight of the Company’s risk assessment processes and risk management policies and mitigation regarding information technology security and the Company’s cybersecurity policies, controls, and procedures. PFG’s Chief Information Officer and Chief Information Security Officer provide quarterly updates to the Technology and Cybersecurity Committee on progress of security initiatives, strategy, operational performance indicators, risks, and notable incidents. In addition, the Technology and Cybersecurity Committee and the Board receive briefings from time to time from outside experts for an independent view on cybersecurity risks.

PFG adopts a layered “defense-in-depth,” risk-based approach to identifying and mitigating security risks. PFG’s Information Security Program proactively assesses security trends, current gaps, and our business strategy to manage a three-year rolling cybersecurity strategy. This strategy considers existing risks or those likely to be encountered based on our industry, company profile, and business objectives. The strategy also considers shifting technology trends that could have a material impact on our security infrastructure (e.g., third-party hosted/dependent and a mobile workforce). PFG also implements a risk management program to identify and track information risks from many different sources and adjudicates them based on severity, including third parties, technology projects, acquisitions, ad-hoc risk assessments, and external audits. PFG is subject to external audits in alignment with the Internal Controls Over Financial Reporting (ICOFR) review process. This includes yearly Information Technology General Control Testing and periodic reviews of risks and controls related to cybersecurity items that may impact financial reporting control objectives. PFG maintains an Information Security Training Program that combines several forms of training across user types.

24

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

OVERSIGHT OF ESG STRATEGY

Our Nominating and Corporate Governance Committee has been given the responsibility of overseeing our ESG efforts at the Board level and receives ESG progress reports on a quarterly basis from our C-Suite ESG Executive Committee and other cross-functional ESG committees. Please see the “Corporate Social Responsibility” section below for more information regarding Board oversight of ESG.

MANAGEMENT SUCCESSION PLANNING

The Board regularly reviews a succession plan relating to the CEO and other executive officer positions that is developed by management. The Board may also delegate oversight of the succession plan developed by management to a committee of the Board. The succession plan includes, among other things, an assessment of the experience, performance, and skills for possible successors to the CEO. Management development and succession planning remained top priorities of executive management and the Board in fiscal 2023.

COMMUNICATIONS WITH THE BOARD

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board of Directors, including the Chairman of our Board of Directors, our Lead Independent Director and each of the Audit and Finance, Compensation, Technology and Cybersecurity, or Nominating and Corporate Governance Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 12500 West Creek Parkway, Richmond, Virginia 23238, who will forward such communication to the appropriate party.

CODE OF BUSINESS CONDUCT

We maintain a Code of Business Conduct that is applicable to all of our directors, officers, and employees, including our Chairman and Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), Chief Accounting Officer (principal accounting officer) and other senior financial officers. The Code of Business Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets, and business conduct and fair dealing. This Code of Business Conduct is intended to satisfy the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Code of Business Conduct may be found on our website at www.pfgc.com under Investors: Corporate Governance: Governance Documents: Code of Business Conduct.

We will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct granted to our CEO, Chief Financial Officer, Chief Accounting Officer, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Current Report on Form 8-K with the SEC. In the case of a waiver for an executive officer or a director, the required disclosure also will be made available on our website within four business days of such determination.

BOARD STRUCTURE

The Board regularly reviews its leadership structure, including during the Board’s annual evaluation process, to determine the most appropriate governance structure for the Company. Mr. Holm has served as Chairman of the Board (“Chairman”) since 2019. The Board of Directors continues to believe that, at this time, the combined role of Chairman and CEO of the Company, together with the appointment of a Lead Independent Director, the independence of all Board members other than our CEO and the use of regular executive sessions of the independent directors, is appropriate for the Company. The combination allows Mr. Holm to leverage his extensive knowledge of the Company and industry experience into the strategic vision for the management and direction of the Company at both the Board and management level in order to enhance stockholder value, grow and expand the Company’s business, and execute the Company’s strategies. Mr. Holm is supported in the day-to-day management of the Company by our executive management team. Additionally, the Board believes it is appropriate to have a Lead Independent Director while Mr. Holm serves as Chairman of the Board in order to provide a leadership role for our independent directors. Mr. Fernandez serves as Lead Independent Director, and brings a strong understanding of the Company, its business, and our industry, as well as significant leadership, corporate governance, and public company experience.

2023 Proxy Statement

25

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

SELECTION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

The Board may select its Chairman and the CEO in any way the Board considers to be in the best interests of the Company. Therefore, the Board does not have a policy on whether the role of Chairman and CEO should be separate or combined and, if it is to be separate, whether the Chairman should be selected from the independent directors. As indicated above, the Board believes that, at this time, the combination of the offices of Chairman of the Board and Chief Executive Officer, with Mr. Holm serving in such roles, is in the best interests of the Company.

LEAD DIRECTOR

Whenever the Chairman is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors will elect from among themselves a Lead Independent Director of the Board (“Lead Director”). Following nomination by the Nominating and Corporate Governance Committee, each independent director will be given the opportunity to vote in favor of a Lead Director nominee or to write in a candidate of his or her own. The Lead Director will be elected by a plurality vote and will serve for a minimum of one year, or until replaced by the Board. As indicated above, Mr. Fernandez serves as our Lead Director.

The Lead Director helps coordinate the efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and has the following responsibilities:

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

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

		LEADERSHIP
	●Lead the Board’s annual process of performance self-assessment, including feedback to individual directors; ●Meet with any director who is not adequately performing his or her duties as a member of the Board or any Board committee; ●Provide leadership and serve as temporary Chairman of the Board or CEO in the event of the inability of the Chair of the Board or CEO to fulfill his/her role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the Lead Director shall have the authority to convene meetings of the full Board or management; ●Be available for consultation and direct communication if requested by major stockholders; ●Act as the liaison between the independent or non-management directors and the Chairman of the Board, as appropriate; ●Call meetings of the independent or non-management directors when necessary and appropriate; and ●Perform such other duties as delegated from time to time by the independent and non-management directors.

26

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under our Corporate Governance Guidelines and the rules of the NYSE, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has determined that each of Messrs. Dawson, Fernandez, Flanigan, Overly, Singer, Spratt and Thompson and Ms. Beck, Ms. Flanagan and Ms. Grant is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership. Our Board also has determined that each of Messrs. Dawson, Flanigan, Singer and Spratt and Ms. Flanagan is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Fernandez, Overly and Thompson and Ms. Beck and Ms. Grant are “independent” for purposes of Section 10C(a)(3) of the Exchange Act. Mr. Holm serves on our Board of Directors; however, as our CEO, he cannot be deemed independent.

EXECUTIVE SESSIONS

Executive sessions, which are meetings of the non-management members of the Board, are routinely scheduled during each regularly scheduled Board and Committee meeting. In addition, at least once a year, the independent directors meet in a private session that excludes management and any non-independent directors. Our Lead Director, Mr. Fernandez, presides at the executive sessions, which typically occur at each Board meeting.

BOARD COMMITTEES

The following table summarizes the current membership of each of the Board’s committees.

2023 Proxy Statement

27

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

All members of the Audit and Finance Committee have been determined to be “independent,” consistent with our Audit and Finance Committee charter, Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board of Directors also has determined that each of the members of the Audit and Finance Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board of Directors has determined that each of Messrs. Flanigan and Singer qualifies as an “audit committee financial expert” as defined by applicable SEC regulations.

Our Audit and Finance Committee charter permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Audit and Finance Committee has the authority under its charter to engage independent counsel and other advisors as it deems necessary or advisable.

28

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

HUMAN CAPITAL AND COMPENSATION COMMITTEE

Messrs. Fernandez, Overly and Thompson and Ms. Beck and Ms. Grant have been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis for inclusion in our annual proxy statement in accordance with applicable rules and regulations of the SEC.

The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more of our officers the authority to make awards to any non-Section 16 officer under our incentive compensation or other equity-based plans, subject to compliance with the plan and applicable law. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.

See “Executive Compensation—Compensation Discussion and Analysis—Compensation Determination Process” and “Compensation of Directors” for a description of our process for determining executive and director compensation, including the role of our compensation consultant.

2023 Proxy Statement

29

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

Each of Messrs. Fernandez, Overly and Thompson and Ms. Beck and Ms. Grant has been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

The charter of the Nominating and Corporate Governance Committee permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Nominating and Corporate Governance Committee has the authority under its charter to retain outside counsel or other experts as it deems necessary or advisable.

Each of Messrs. Dawson, Fernandez, Flanigan, Singer and Spratt and Ms. Flanagan has been determined to be “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.

30

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

SPECIAL COMMITTEES

From time to time, the Board may form and appoint members to special committees with responsibility to address topics designated at the time of such committee formation.

BOARD PRACTICES, PROCESSES AND POLICIES

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors oversees our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and four standing committees: the Audit and Finance Committee, the Human Capital and Compensation Committee (the “Compensation Committee”), the Nominating and Corporate Governance Committee, and the Technology and Cybersecurity Committee.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

Our Board of Directors evaluates the Company’s corporate governance policies and practices on an ongoing basis with a view toward maintaining appropriate corporate governance practices in the context of the Company’s current business environment. Additionally, the Board seeks to align our governance practices closely with the interests of our stockholders.

Our Board of Directors and management value the perspectives of our stockholders and encourage stockholders to communicate with the Board of Directors.

2023 Proxy Statement

31

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

BOARD MEETINGS AND ATTENDANCE

The Board currently holds at least four meetings each year, with further meetings to occur at the discretion of the Board.

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders. During fiscal 2023, the Board held 4 meetings, the Audit and Finance Committee held 8 meetings, the Compensation Committee held 4 meetings, the Nominating and Corporate Governance Committee held 4 meetings, and the Technology and Cybersecurity Committee held 4 meetings. In fiscal 2023, all incumbent directors then in office attended at least 75% of the aggregate number of meetings of our Board and of all committees on which they served during their respective terms of service. In addition, all incumbent directors then in office attended the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) (which was held virtually).

BOARD PERFORMANCE EVALUATIONS

The Board, acting through the Nominating and Corporate Governance Committee, conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Nominating and Corporate Governance Committee periodically considers the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Each committee of the Board conducts a self-evaluation at least annually and reports the results to the Board. Each committee’s evaluation must compare the performance of the committee with the requirements of its written charter. The Board may also periodically engage a third-party evaluation firm.

32

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Management, working with the Board, provides an orientation process for new directors and coordinates director continuing education programs. The orientation programs are designed to familiarize new directors with the Company’s businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities.

As appropriate, management prepares additional educational sessions for directors on matters relevant to the Company and its business. Directors are also encouraged to participate in educational programs relevant to their responsibilities, including programs conducted by universities and other educational institutions.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which set forth our Board of Directors’ policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines, Audit and Finance, Compensation, Nominating and Corporate Governance, and Technology and Cybersecurity Committee charters, and other corporate governance information are available on our website at www.pfgc.com under Investors: Governance: Governance Documents. Any stockholder also may request them in print, without charge, by contacting the Secretary of Performance Food Group Company, 12500 West Creek Parkway, Richmond, Virginia 23238.

DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS

The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors must advise the Lead Director and the CEO before accepting membership on other public company boards of directors or other commitments that would require a significant amount of time involving a directorship or an affiliation with other businesses, non-profit entities, or governmental units.

Our Corporate Governance Guidelines provide that, unless Board approval is obtained:

TRANSACTIONS WITH RELATED PERSONS

Our Board of Directors has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person transaction policy.” Our related person transaction policy requires that (i) any “related person transaction” (defined as any transaction, consistent with Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) be approved by an approving body comprised of the disinterested members of our Board of Directors or any committee of the Board of Directors (provided that a majority of the members of the Board of Directors or such committee, respectively, are disinterested) and (ii) any employment relationship or transaction involving an executive officer and any related compensation be approved by the Compensation Committee or recommended by the Compensation Committee to the Board of Directors for its approval. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

FMR LLC (“Fidelity”) filed a Schedule 13G/A with the SEC on February 9, 2023 stating that it holds approximately 8.55% of the Company’s stock. An affiliate of Fidelity provides investment management and record keeping services to the Company’s 401(k) Plan. The participants in the 401(k) Plan paid $968,011 for record keeping services and $1,047,414 for investment management services to Fidelity in fiscal 2023. The investment management agreement was entered into on an arm’s-length basis.

2023 Proxy Statement

33

---

Table of Contents

CORPORATE GOVERNANCE AT PERFORMANCE FOOD GROUP

Everett Holm, brother of George Holm, our Chairman and Chief Executive Officer, is employed by the Company as Vice President, Regional Operations. In fiscal 2023, he received total compensation of approximately $339,475, including salary, bonus, equity awards and customary employee benefits.

Benjamin Hoskins, son of Craig Hoskins, our President and Chief Operating Officer, is employed by the Company as Senior Director, Vendor Relations for Core-Mark Redistribution. In fiscal 2023, he received total compensation of approximately $231,731, including salary, bonus, and customary employee benefits.

The compensation for Messrs. Holm and Hoskins is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience, and responsibilities.

34

---

Table of Contents

Each of our non-employee directors is entitled to annual compensation as follows:

●	Cash retainer of $100,000, payable in quarterly installments in arrears;
●	Additional cash retainer payable in quarterly installments in arrears for serving as the chair of a committee as follows:
	●	$25,000 annual fee for the Audit and Finance Committee chair;
	●	$20,000 annual fee for the Compensation Committee chair;
	●	$20,000 annual fee for the Nominating and Corporate Governance Committee chair; and
	●	$15,000 annual fee for the Technology and Cybersecurity Committee chair; and
●	Equity retainer of $160,000 in the form of (i) restricted stock units vesting in full on the earlier of: (a) the first anniversary of the date of grant and (b) the next regularly scheduled annual meeting of stockholders of the Company following the date of grant and subject to accelerated vesting in the event of a “change of control,” or (ii) deferred stock units that are settled on the earlier of (a) the date of a “separation from service” from the Company (within the meaning of Treasury Regulation § 1.409A-1(h) or successor guidance thereto) or (b) in the event of a “change in control”; and
●	Additional equity retainer of $100,000 on the same terms as described above for serving as the Lead Director.

DIRECTOR COMPENSATION FOR FISCAL 2023

The table below sets forth information regarding non-employee director compensation for the fiscal year ended July 1, 2023.

NAME		FEES EARNED OR PAID IN CASH ($)(1)		STOCK AWARDS ($)(2)		TOTAL ($)
BARBARA J. BECK		100,000		160,048		260,048
WILLIAM F. DAWSON, JR.		100,000		160,048		260,048
MANUEL A. FERNANDEZ		120,000		260,055		380,055
LAURA FLANAGAN		100,000		160,048		260,048
MATTHEW C. FLANIGAN		125,000		160,048		285,048
KIMBERLY S. GRANT		100,000		160,048		260,048
JEFFREY M. OVERLY		120,000		160,048		280,048
DAVID V. SINGER		100,000		160,048		260,048
RANDALL N. SPRATT		115,000		160,048		275,048
WARREN M. THOMPSON		100,000		160,048		260,048

(1)

Amounts reported reflect cash retainer fees earned by our non-employee directors during fiscal 2023.

(2)

Represents the grant date fair value of restricted stock units, calculated in accordance with FASB ASC Topic 718, issued to our non-employee directors on November 16, 2022. The aggregate number of restricted stock units outstanding or deferred stock units, as applicable, as of July 1, 2023, for our non-employee directors was as follows: 2,727 deferred stock units for Ms. Beck, 2,727 deferred stock units for Mr. Dawson, 4,431 deferred stock units for Mr. Fernandez, 2,727 restricted stock units for Ms. Flanagan, 2,727 restricted stock units for Mr. Flanigan, 2,727 restricted stock units for Ms. Grant, 2,727 deferred stock units for Mr. Overly, 2,727 restricted stock units for Mr. Singer, 2,727 restricted stock units for Mr. Spratt and 2,727 restricted stock units for Mr. Thompson.

2023 Proxy Statement

35

---

Table of Contents

COMPENSATION OF DIRECTORS

STOCK OWNERSHIP GUIDELINES

DIRECTORS

To align the interests of our Board of Directors with those of our stockholders, the Board of Directors believes that the non-employee members of our Board of Directors (the “Covered Directors”) should have a significant financial stake in the Company’s stock. To further that goal, we implemented stock ownership guidelines for our non-employee directors (the “Director Guidelines”). The Covered Directors are required to hold a specific level of equity ownership as outlined below:

Covered Directors’ Stock Ownership Multiples The stock ownership level under the Director Guidelines, expressed as a multiple of the Covered Director’s annual cash retainer, is five times each Covered Director’s annual cash retainer.	5 times annual cash retainer
Retention Requirement There is no required time period within which a Covered Director must attain the applicable stock ownership level under the Director Guidelines. However, until the applicable ownership level is achieved, a stock retention requirement of 100% of shares will apply.

The shares counted toward these ownership requirements include shares of common stock owned directly by the Covered Director and outstanding restricted stock, restricted stock units and deferred stock units.

These ownership requirements are set at levels that the Company believes are reasonable given the Covered Directors’ annual cash retainers. In addition, Meridian Compensation Partners, LLC reviewed our Director Guidelines and confirmed that they are consistent with the corresponding practices of our peer group. As of October 2, 2023, each of our directors has met the applicable ownership level.

36

---

Table of Contents

The Audit and Finance Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2024.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate governance and because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Finance Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.

AUDIT AND NON-AUDIT FEES

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, “Deloitte & Touche”) for the fiscal years ended July 1, 2023 and July 2, 2022:

		2023			2022
Audit fees(1)		$	3,368,900		$	3,867,400
Audit-related fees(2)		$	80,000		$	–
Tax fees(3)		$	159,325		$	–
All other fees(4)		$	7,391		$	7,391
Total:		$	3,615,616		$	3,874,791

(1)	Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements and the reviews of financial statements, and the audit of the Company’s internal control over financial reporting. The fees are for services that are normally provided in connection with statutory or regulatory filings or engagements.
(2)	Includes fees billed in each of the last two fiscal years for services performed that are related to the Company’s SEC filings (including costs relating to the Company’s Registration Statement on Form S-3 in November 2022) and other research and consultation services.
(3)	Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning.
(4)	Includes fees related to the Company’s subscription to access online interpretive accounting guidance.

2023 Proxy Statement

37

---

Table of Contents

AUDIT MATTERS

PRE-APPROVAL POLICY FOR SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with SEC policies regarding auditor independence and the Audit and Finance Committee’s charter, the Audit and Finance Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit and Finance Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm prior to each engagement.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee operates pursuant to a charter which is reviewed annually by the Audit and Finance Committee. A brief description of the primary responsibilities of the Audit and Finance Committee is included in this Proxy Statement under “Board Structure—Board Committees—Audit and Finance Committee.” Under the Audit and Finance Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with GAAP.

In the performance of its oversight function, the Audit and Finance Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit and Finance Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable auditing standards adopted by the Public Company Accounting Oversight Board and the SEC. In addition, the Audit and Finance Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit and Finance Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended July 1, 2023 filed with the SEC.

Submitted by the Audit and Finance Committee of the Board of Directors:

Matthew C. Flanigan, Chair

William F. Dawson, Jr.

Laura Flanagan

David V. Singer

Randall N. Spratt

38

---

Table of Contents

Set forth below is certain information regarding each of our executive officers other than Mr. Holm, our Chairman and Chief Executive Officer, whose biographical information is presented under “Nominees for Election to the Board of Directors.”

				EXECUTIVE VICE PRESIDENT AND CHIEF INFORMATION OFFICER Don Bulmer was named PFG’s Executive Vice President and Chief Information Officer in March 2019, after serving on the senior leadership team of Vistar Corporation (“Vistar”) as Vice President of Corporate Information Technology for six years. Before joining Vistar, he held IT leadership roles in multiple industries, including ProBuild Holdings, the nation’s largest supplier of building materials; Gates Corporation, a manufacturer/ distributor of automotive parts; and Nupremis Inc., a start-up that provided hosting and managed services. Mr. Bulmer earned a bachelor’s degree in economics from Colorado State University and a master’s degree in management information systems from the University of Colorado at Denver.
		Donald S. Bulmer Age: 57

				EXECUTIVE VICE PRESIDENT AND CHIEF HUMAN RESOURCES OFFICER Erika Davis joined Performance Food Group in July 2019. She has served as our Executive Vice President and Chief Human Resources Officer since 2019. Prior to joining the Company, she was with Owens & Minor, Inc., a global healthcare services company for a 26-year career. For nearly 20 years at Owens & Minor, Ms. Davis served in senior leadership roles including Chief Administrative Officer, Corporate Chief of Staff, Administration & Operations leader and HR leader – a position she held for 12 years. Most recently she led program management and global shared services. Ms. Davis is a Certified Compensation Professional and holds a bachelor’s degree from the University of Richmond and a master’s in Public Administration from the University of North Carolina at Chapel Hill.
		Erika T. Davis Age: 58

				EXECUTIVE VICE PRESIDENT AND CHIEF COMMERCIAL OFFICER Pat Hagerty has served as PFG’s Executive Vice President and Chief Commercial Officer since January 2022, having previously served as Executive Vice President of PFG and President and Chief Executive Officer of Vistar since January 2018. Prior to being named Executive Vice President of PFG, Mr. Hagerty was Senior Vice President of PFG and President and Chief Executive Officer of Vistar. Before that he was Vice President and Chief Operating Officer of Vistar and Vistar’s Vice President of Merchandising after joining the company in 1994. Earlier in his career, he served as the Director of General Merchandise for CUB Foods, a division of Super Value. Mr. Hagerty holds degrees from Colorado State University and the University of Southern California.
		Patrick T. Hagerty Age: 64

2023 Proxy Statement

39

---

Table of Contents

EXECUTIVE OFFICERS OF THE COMPANY

				EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Patrick Hatcher was promoted to Executive Vice President and Chief Financial Officer of Performance Food Group in August 2022 and fully transitioned to the role in January 2023. Previously, he served as the President & Chief Operating Officer of Vistar since January 2021. He joined Vistar in 2010, and during his time with Vistar, he also held the roles of Senior Vice President of Sales & Marketing and Chief Financial Officer. Prior to joining Vistar, Mr. Hatcher was the Director of Integration at MillerCoors, where he was responsible for driving sales and profitability. He also served as Director of Sales and Marketing Finance with Coors Brewing Company. Mr. Hatcher recently served as the treasurer and vice chair of the board of directors of the National Automatic Merchandising Association (“NAMA”) and as a member of the NAMA Foundation. He earned a bachelor’s degree in International Relations from Bucknell University and a master’s degree in Business Administration from Washington University’s Olin School of Business.
		H. Patrick Hatcher Age: 53

				PRESIDENT AND CHIEF OPERATING OFFICER Craig Hoskins has served as PFG’s President and Chief Operating Officer since January 2022, having previously served as Executive Vice President and President and Chief Executive Officer of PFG’s Foodservice segment since January 2019. He became President & CEO of PFG Customized Distribution and a Senior Vice President of PFG in January 2012 after serving as President & COO of Customized Distribution. He assumed additional responsibility for Performance Foodservice’s sales and marketing in January 2018. Mr. Hoskins is the former chairman of the International Foodservice Distribution Association, and currently is a board member of the association. Craig joined PFG in 2008 following its merger with Vistar where he progressed through successive roles of increasing responsibility in sales and marketing, merchandising/purchasing, and operations. Prior to PFG/Vistar, Mr. Hoskins worked for Lange Sales and NW Transport. He earned a bachelor’s degree in business administration from the University of Northern Colorado and a master’s degree in marketing from the University of Colorado Denver.
		Craig H. Hoskins Age: 61

				EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY Brent King joined PFG as Executive Vice President, General Counsel and Secretary in March 2016. Prior to that, Mr. King most recently served as Vice President, General Counsel and Secretary for Tredegar Corporation, a global manufacturer of plastic films and aluminum extrusions. He previously was Vice President and General Counsel for Hilb Rogal and Hobbs Company, a publicly traded insurance and risk management broker. Mr. King began his career as a partner with the Williams Mullen law firm, where he practiced extensively in corporate law, capital formation, mergers, acquisitions and divestitures. Mr. King holds a bachelor’s degree in international relations from the University of Virginia and a Juris Doctor degree from the University of Richmond School of Law.
		A. Brent King Age: 53

40

---

Table of Contents

EXECUTIVE OFFICERS OF THE COMPANY

				EXECUTIVE VICE PRESIDENT AND PRESIDENT AND CEO OF CONVENIENCE Scott McPherson was named PFG’s Executive Vice President and President and CEO of Convenience in August 2022, after serving as President and CEO of Core-Mark International (“Core-Mark”) since 2018. Throughout his career with Core-Mark, he has held numerous executive-level positions that included: Senior Vice President - Business Operations and Strategic Opportunities; Senior Vice President - Corporate Development; Senior Vice President - U.S. Distribution (East); Vice President - U.S. Divisions; President - Fort Worth Division; and Vice President – U.S. Marketing. Prior to these roles, Mr. McPherson also served in various sales leadership positions within the company. Mr. McPherson graduated from Lewis & Clark College with a bachelor’s degree in Business Administration and from the University of Portland with a master’s degree in Business Administration.
		Scott E. McPherson Age: 53

2023 Proxy Statement

41

---

Table of Contents

At PFG, we believe that maintaining a dialogue with stockholders, bondholders, and sell-side analysts is critical to understanding their perspectives. We engage with these stakeholders on a range of important topics including business strategy, capital allocation, corporate governance, and environmental and social issues. We do this through various channels including industry conferences, non-deal roadshows, and investor meetings. The events are typically attended by our Chairman and CEO, Executive Vice President and Chief Financial Officer, Vice President of Investor Relations and, on certain occasions, other members of our business and financial leadership.

FISCAL 2023 STOCKHOLDER ENGAGEMENT ACTIVITIES

*	Includes current and prospective equity stockholders and bondholders
**	Represents holders as of 6/10/23

42

---

Table of Contents

STOCKHOLDER ENGAGEMENT

KEY TAKEAWAYS FROM OUR STOCKHOLDER ENGAGEMENT

In fiscal 2023, we continued to engage with our investors through a combination of in-person meetings and selective use of virtual platforms to interact with a broad range of stakeholders. During fiscal 2023, we attended multiple broker-sponsored and industry conferences, engaged in several non-deal roadshows and hosted investors at PFG facilities. Our engagements with stockholders focused on our long-term strategies and vision, highlighting our execution across various channels and customer accounts. We also continued to discuss the strategic initiatives we have undertaken over the past several years, which we believe have positioned us well for the dynamic operating environment. This includes our expansion into the Convenience channel, notably through our acquisition of Core-Mark in fiscal 2022. We have made significant progress growing our business, particularly in the high margin categories and channels in which we compete, driving long-term sales and profit growth. We continue to believe that our investors are supportive of our strategy and the financial results we have generated.

		STOCKHOLDER VALUE
	In our dialogue with stockholders, we have emphasized our commitment to creating stockholder value through strategic capital allocation initiatives. This includes investment in growth projects through capital expenditures, strategic mergers & acquisitions, leverage reduction and targeted share repurchase activity. We believe that our investment in capital projects, notably expansion of warehouse capacity, will continue to drive profitable sales growth for the long term. Our focus on leverage reduction has been well received by our stockholder base, showing our financial prudence in the current interest rate environment. During fiscal 2023, we achieved the mid-point of our 2.5x to 3.5x net debt to Adjusted EBITDA leverage ratio, which allowed us to execute strategic share repurchases as a means of returning cash to stockholders.

		ESG ACTIONS, PLANS AND DISCLOSURE
	Our conversations with stockholders have also highlighted our progress on ESG actions, plans and disclosures. This includes an update to the ESG related goals that we have set over the past two fiscal years. Our ESG efforts continued to progress in fiscal 2023, including new disclosure around targeted ESG goals and various milestones that we achieved through the fiscal year. We continue to believe our investors appreciate the increased activity around our ESG efforts and engagement on our goal-setting and ongoing activities in this area. We continue to utilize the Task Force on Climate-related Financial Disclosure (TCFD) and the industry-specific framework by the Sustainability Accounting Standards Board (SASB) to better understand, respond to, and communicate our progress addressing ESG issues.

2023 Proxy Statement

43

---

Table of Contents

As an industry leader and one of the largest foodservice distribution companies in North America, PFG strives to preserve the environment, strengthen our social impact, and establish effective governance. We intend to advance our ESG goals by developing procedures, programs, and partnerships across our value chain. PFG is committed to integrating our ESG initiatives across our business and embedding ESG performance into our culture to deliver exceptional service and value to our customers.

Our ESG strategy is focused on the following key areas important to our business and stakeholders:

Our fiscal 2022 ESG Report, which was published in April of 2023, highlights progress made on the Company’s ESG goals previously shared in the fiscal 2021 ESG Report and introduces two new goals: Scope 1 and 2 emissions reduction and product attribute transparency for branded products.

GREENHOUSE GAS EMISSIONS		FOOD TRANSPARENCY
GOAL: REDUCE SCOPE 1 & 2 GHG EMISSION INTENSITY BY 15% BY 2030 FROM A 2021 BASE YEAR		GOAL: PROVIDE ATTRIBUTE TRANSPARENCY ON 85% OF PFG BRANDED FOOD ITEMS BY 2030.

44

---

Table of Contents

CORPORATE SOCIAL RESPONSIBILITY

ENVIRONMENTAL STEWARDSHIP

PERFORMANCE HIGHLIGHTS

ENERGY AND FUEL MANAGEMENT PFG continues to follow the advancement of low-carbon technologies for powering freight transportation. Following a pilot program, PFG has entered into an agreement to purchase five hydrogen fuel-cell electric tractors that are expected to be deployed in PFG’s regional, commercial delivery operations in Southern California. We partnered with third-party energy management consulting firms to explore efficiency opportunities for reducing energy use, electricity costs and emissions within our lighting, refrigeration, and battery charging systems (“Energy Efficiency Engagements”). As a result, we implemented several new protocols including a demand response program to reduce energy use during peak demand hours through management practices and training for associates. SAFETY Associate safety and wellbeing are top priorities at PFG. In fiscal 2023 PFG launched a “Safer Together” company-wide initiative to re-enforce our safety protocols. In addition, we expect on board cameras will be installed in the fleet across all business segments by the end of the first quarter of fiscal 2024. This AI technology will provide event footage and will protect our drivers from road incidents where fault could otherwise be disputed by other parties. In addition, the technology provides coaching opportunities that are used to help promote safer drivers on the roadways and proactively reduce incidents. WASTE MANAGEMENT We monitor operational and food waste to ensure we can divert as much waste as possible from landfills. We are actively tracking the recycling of our pallets, stretch wrap, and corrugate. SUSTAINABLE PACK AGING AND NON-FOOD PRODUCTS We have a strategy for reducing our contribution to packaging pollution and environmental degradation throughout the value chain by expanding our branded non-foods sustainable product offerings. We partner with select suppliers that provide recyclable, biodegradable, and compostable food service items and have packaging design processes based on product lifecycle analysis and management. These suppliers may also have systematic approaches to reducing water use, energy use, landfill waste, and greenhouse gas emissions.

FUTURE STEPS IN OUR JOURNEY

ENERGY EFFICIENCY PFG aims to reduce power consumption intensity by 20% by 2030 against our fiscal 2020 baseline. We plan to conduct five more Energy Efficiency Engagements in fiscal 2024 and intend to use best practices learned to help facilities implement low/no cost power usage reduction recommendations across the enterprise. RENEWABLE AND ALTERNATIVE ENERGY PFG plans to secure 10% of purchased electricity from renewable sources by 2030. We continue efforts of exploring and evaluating technology for powering tractors and trailers with electric and alternative fuel solutions. We also continue to actively monitor the evolution of low-carbon technologies for powering freight transportation to reduce fuel usage and carbon emissions associated with fleet refrigeration. These efforts will help PFG in its goal of reducing Scope 1 and 2 greenhouse gas emission intensity by 15% by 2030 from a 2021 base year.

2023 Proxy Statement

45

---

Table of Contents

CORPORATE SOCIAL RESPONSIBILITY

SOCIAL

PERFORMANCE HIGHLIGHTS

RESPONSIBLE SOURCING
PFG implemented an ESG Supplier Survey Program to better understand how companies are identifying and responding to ESG issues and identify areas of alignment and potential collaboration. Survey topics included environmental management, human rights, animal welfare, and supply chain management.

As part of our responsible sourcing program, we have implemented processes for monitoring and verifying third-party certification of environmental and socially responsible practices within our supply chains.

We also developed a Preferred Purchasing Policy in which we express our policy of sourcing from responsible vendor partners.

FOOD SAFETY AND ATTRIBUTE TRANSPARENCY
In alignment with growing consumer demand for greater transparency across the food industry, PFG is committed to increasing the attribute transparency of our branded portfolio items. We are working closely with vendors to meet PFG’s transparency requirements. We have conducted informational sessions to educate suppliers on the requirements and set expectations for them to be compliant with our requirements. We continue to make solid progress toward our stated goals and are providing this transparency data to our customers.

HUMAN CAPITAL MANAGEMENT
Providing a workplace for our associates to thrive and grow in a safe and welcoming environment is a priority for us, and our Human Resources programs position us to deliver on that promise. Benefits programs “designed with you in mind” provide an array of options an associate can choose that best meet their unique needs. Our reward and recognition program celebrates the accomplishments of our associates through manager and peer-to-peer recognition. We are also committed to providing opportunities for associates to learn and grow. Our online and in-person training help prepare associates for future opportunities while enhancing job skills and performance levels. In addition, to further help our associates grow their careers at PFG, our educational assistance program supports continued learning outside of the organization.

DIVERSITY, INCLUSION & BELONGING (DI&B)
PFG is committed to building an inclusive culture, where stakeholders feel heard, seen and included. Through expertise and active engagement from PFG’s senior leadership, we implemented a Diversity, Inclusion & Belonging (DI&B) strategy to guide us, making education and representation a priority. We have established a goal to have 25% candidate pool diversity for senior leadership positions. We introduced Associate Resource Groups (ARGs) for women and Black/African American associates, and are engaging associates/leaders in future ARGs, including our LGBTQ+ community. Our ARG investment broadens inclusivity, building a strong sense of belonging and community. We also use cultural awareness and education campaigns to bring our strategy to life.

PFG has also set a goal to increase partnerships with Minority, Women, LGBTQ+, and Veteran owned business enterprise (MBE, WBE, LGBTE, VBE) suppliers by 25% by 2030. We became a corporate member of the National Minority Supplier Development Council (NMSDC), and partner with the National Gay Lesbian Chamber of Commerce (NGLCC) to support global supply chain diversity and foster strategic partnerships and will pursue additional partnership opportunities.

STAKEHOLDER ENGAGEMENT
We embrace our role as a good corporate citizen and utilize our time, talents and resources to do good in our communities. We partner with Feeding America to help fight food insecurity and address the growing number of food deserts. By providing Feeding America with financial and food donation support, we are working to ensure everyone has access to healthy and nutritious food. Our drivers log millions of miles behind the wheel each year. Through our partnership with Trucker’s Against Trafficking, our drivers are trained on how to identify and report human trafficking situations while on the roads. When a natural disaster occurs, often our customers and associates are impacted. PFG actively supports disaster relief efforts through our relationship with the American Red Cross. In addition to our corporate philanthropic efforts, our operating companies support many different charitable causes that are meaningful to their business, localities and associates. Last year, PFG and our associates supported more than 180 organizations across the country.

46

---

Table of Contents

CORPORATE SOCIAL RESPONSIBILITY

FUTURE STEPS IN OUR JOURNEY

RESPONSIBLE SOURCING
PFG aims to ensure 90% of PFG branded beef, pork, poultry, seafood, coffee, and tea are produced with verified environmentally sustainable and socially responsible practices by 2025.

HEALTH AND NUTRITION OF PRODUCTS
PFG intends to continue to expand our selection of plant-based alternative proteins, milks, and conventional snacks. We also intend to partner with suppliers that leverage regenerative production practices to minimize the use of harmful synthetic pesticides and herbicides.

GOVERNANCE

PERFORMANCE HIGHLIGHTS

BOARD INDEPENDENCE
PFG has fully independent Audit and Finance, Compensation, Nominating and Corporate Governance, and Technology and Cybersecurity Committees. The Board and its committees hold regular executive sessions of independent directors.

BOARD ESG OVERSIGHT
Our diverse Board has deep experience in the food distribution industry as well as other industries that have a comparable level of ESG and climate-related risk exposure, such as consumer goods, food production, and hospitality. Our Nominating and Corporate Governance Committee oversees PFG’s ESG strategies and programs and receives ESG progress reports on a quarterly basis.

TRANSPARENCY AND DISCLOSURE
In our fiscal 2022 ESG Report, we shared our progress on goals set in fiscal 2021 and added two new goals: Scope 1 and 2 emissions reduction and product attribute transparency for branded products. We provided ESG-related disclosures using the recommended frameworks from the SASB and the TCFD.

GOVERNANCE STRUCTURE
Our Nominating and Corporate Governance Committee is responsible for overseeing our ESG efforts. In addition, we have developed a C-Suite ESG Executive Committee that consists of our Chief Financial Officer and our Chief Legal Officer, who meet regularly with our ESG leaders and who provide regular direction on our ESG efforts. This internal governance structure oversees a series of cross-functional ESG committees that include Operations, Supply Chain, Reporting, Diversity, Inclusion, & Belonging and Community. The Committees meet regularly to review action plans intended to help us achieve the ESG goals specific to each area.

We provide the ESG program with the resources and support needed to deliver on the ESG goals and strategy PFG has set.

FUTURE STEPS IN OUR JOURNEY

ESG REPORTING
We intend to continue to enhance of our ESG reporting by building upon our SASB and TCFD disclosures and ensuring that all stakeholders understand our commitments and approach to ESG governance, strategy, and risk management. We intend to incorporate any ESG required disclosures into our SEC reporting.

LEARN MORE ABOUT ESG AT PFG
We invite you to view our fiscal 2022 ESG Report found under the Corporate Responsibility section of our website at www.pfgc.com.

2023 Proxy Statement

47

---

Table of Contents

PROPOSAL 03

Advisory Vote on Named Executive Officer Compensation

Your Board of Directors recommends that you vote “FOR” the approval of the compensation paid to our named executive officers.

We are providing our stockholders with the opportunity to express their opinions on our executive compensation program through a non-binding advisory vote to approve the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. While the results of the vote are non-binding and advisory in nature, the Board and the Compensation Committee intend to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 50 – 64, as well as the discussion regarding the Compensation Committee on page 29.

We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our 2024 Annual Meeting of Stockholders, unless the Board modifies its policy of holding this vote on an annual basis.

48

---

Table of Contents

EXECUTIVE COMPENSATION

REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE

The Human Capital and Compensation Committee (the “Compensation Committee”) has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023.

Submitted by the Compensation Committee of the Board of Directors:

Barbara J. Beck, Chair
Manuel A. Fernandez
Kimberly S. Grant
Jeffrey M. Overly
Warren M. Thompson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2023, none of the members of our Compensation Committee have at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

2023 Proxy Statement

49

---

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section contains a discussion of the material elements of compensation awarded to, earned by, or paid to our Chairman and Chief Executive Officer, our Executive Vice President and Chief Financial Officer, our former Executive Vice President and Chief Financial Officer, and each of our three other most highly compensated executive officers who served in such capacities at the end of our fiscal year on July 1, 2023, collectively known as the “Named Executive Officers” or “NEOs.”

Our Named Executive Officers for fiscal 2023 were:

LEADERSHIP CHANGES

Effective January 1, 2023, the Board appointed H. Patrick Hatcher to serve as Executive Vice President and Chief Financial Officer of the Company. Mr. Hatcher succeeded James D. Hope, who notified the Company on August 9, 2022 of his intent to retire from his position as Executive Vice President and Chief Financial Officer of the Company, effective December 31, 2022. Following his retirement, Mr. Hope transitioned to a consultant role with the Company until August 31, 2023, to assist with the transition. For a discussion of Mr. Hope’s consulting arrangement with the Company, see “Summary of Consulting Agreement of Mr. Hope” below.

On August 9, 2022, the Board appointed Scott E. McPherson to serve as Executive Vice President of the Company and President and Chief Executive Officer of Convenience, effective August 10, 2022. With this promotion, Mr. McPherson added responsibility for Vistar. Mr. McPherson previously served as Senior Vice President and President and Chief Executive Officer of Core-Mark since the closing of the Company’s acquisition of Core-Mark on September 1, 2021.

50

---

Table of Contents

EXECUTIVE COMPENSATION

BUSINESS HIGHLIGHTS FOR FISCAL 2023

(1)	Please see Appendix A at the end of this Proxy Statement for the definitions of non-GAAP financial measures and reconciliations of such non-GAAP financial measures to their respective most comparable financial measures calculated in accordance with GAAP.

2023 Proxy Statement

51

---

Table of Contents

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

Our compensation philosophy remained unchanged in fiscal 2023. Our philosophy is to maintain effective compensation programs that are as simple and flexible as possible and that permit us to make responsive adjustments to changing market conditions and other internal and external factors. We strive to provide fair and competitive compensation that enables us to attract and retain high caliber executive talent necessary to achieve the continued growth and success of our business. Further, in designing our executive compensation programs, we intend to align executive officer pay with stockholders’ interests, recognize individual accomplishments and contributions to our successful performance, and align executive management behind common objectives tied to overall Company performance.

In determining the compensation of our executive officers, the Compensation Committee evaluates total overall compensation, as well as the mix of salary, cash bonus incentives, equity incentives, and other components, using a number of factors including the following:

●	compensation fairness and competitiveness among our peer group and industry, as well as retention considerations;
●	our financial and operating performance, measured by the attainment of strategic objectives and operating results at the Company level and, in certain circumstances, the business unit level;
●	the duties, responsibilities, performance, and contributions of each executive officer tied to the achievement of critical long-term strategic initiatives; and
●	historical cash and equity compensation levels.

In fiscal 2023, we experienced solid top- and bottom-line growth in all three of our operating segments as the macroeconomic environment continued to recover. Total case volume increased 5.8%, with organic case volume growing 1.6%. Additionally, (i) net sales increased 12.5% to $57.3 billion, and (ii) gross profit increased 19.0% to $6.3 billion. We recorded net income of $397.2 million for fiscal 2023 as compared to $112.5 million for fiscal 2022, and Adjusted EBITDA increased 33.7% to $1.36 billion for fiscal 2023 as compared to fiscal 2022. We believe these results are verification that our compensation philosophy and program discussed herein, for which approximately 99% of our stockholders voted in favor of at our 2022 Annual Meeting, continue to be appropriate to not only attract, engage, and retain the right talent, but also to reward our executives for achieving Company, business unit, and individual performance goals and to align their interests with the interests of our stockholders.

EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND OVERVIEW

Competitive Compensation. Our executive compensation program should provide a fair and competitive compensation opportunity that enables us to attract and retain high-caliber executive talent. Executives should be appropriately rewarded for their contributions to our successful performance.

Pay for Performance. A significant portion of each executive’s compensation should be “at risk” and tied to overall Company, business unit, and individual performance.

Alignment with Stockholder Interests. Executive compensation should be structured to include elements that link executives’ financial rewards to stockholder returns.

52

---

Table of Contents

EXECUTIVE COMPENSATION

As described in more detail below, the material elements of our executive compensation program for NEOs include base salary, a cash incentive opportunity, a long-term equity incentive opportunity, and broad-based employee benefits. The NEOs may also receive severance payments and other benefits in connection with certain terminations of employment or a change in control of the Company. We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives, as illustrated by the table below.

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

FISCAL 2023 EXECUTIVE TOTAL TARGETED COMPENSATION MIX

CEO COMPENSATION MIX	OTHER NEO COMPENSATION MIX

These individual compensation elements are intended to create a total compensation package for each NEO that we believe achieves our compensation objectives and provides competitive compensation opportunities.

	WHAT WE DO				WHAT WE DON’T DO
	Performance-driven pay   Pay aligned to peers   Transparency to stockholders   Clawback policy   Stock ownership requirements   Independent compensation consulting firm reporting directly to the Compensation Committee   Double-trigger severance agreements upon change-in-control   Robust insider trading requirements and restrictions   Annual risk assessment of our compensation program				No excise tax gross-ups   No modified single-trigger or single-trigger change-in-control severance agreements   No uncapped incentive compensation opportunities   No hedging of shares by our directors or employees   No pledging of shares by our directors or executive officers   No excessive perquisites   No repricing of underwater stock options   No dividends provided on unearned performance awards

2023 Proxy Statement

53

---

Table of Contents

EXECUTIVE COMPENSATION

FISCAL 2023 COMPENSATION PROGRAM CHANGES

For fiscal 2023, while retaining the overall compensation structure that we used in fiscal 2022, we adopted changes to our short-term management incentive plan and our long-term incentive plan described below. Notably, since we continued to focus on profitability metrics, we increased the value of strategic initiatives in our Annual Incentive Plan to 20%, including strategic initiative goals relating to Core-Mark integration, ESG progress and safety. We believe these changes strengthened the connection between pay and performance and further aligned the incentives of our NEOs with our long-term strategic objectives and the interests of our stockholders.

FISCAL 2023 COMPENSATION PROGRAM CHANGES		SPECIFIC CHANGE		RATIONALE
Annual Incentive Plan (AIP)		●Expanded strategic initiatives component to include progress towards ESG objectives: ●Metric Weights: ●Eliminated liquidity as % of sales ●Increased value of strategic initiatives to 20%, but at the same time eliminated the ability to earn above target on these metrics		Expanded strategic initiatives: To demonstrate our commitment to ESG, beginning with fiscal 2023, the strategic initiatives component accounting for 20% of the AIP award opportunity included progress towards integration of acquisitions and ESG objectives, including goals related to investments in electric vehicles, diversity and inclusion, and safety. Metrics: The fiscal 2023 metric changes made to the AIP were designed to focus our NEOs on our strategic growth objectives, including capturing synergies and growth from recent acquisitions, and ESG progress. Liquidity was eliminated to continue our focus on profitability metrics.
Long-Term Incentive Plan (LTIP)		●Performance shares earned based on achievement of total stockholder return (“TSR”) relative to companies in the Russell 1000 Index: ●Nesting measurement periods for performance shares weighted as follows: ●Years 1-2: 25% ●Years 1-3: 50% ●Payout is capped at 100% if TSR is negative over the three-year measurement period		The change in TSR measurement group from the S&P 400 midcap index to the Russell 1000 index provides a larger sample size of companies to insulate results from M&A and bankruptcy activity and provides an appropriate size comparison for the Company’s market capitalization. Nesting measurement periods are designed to focus management on short, mid, and long-term performance, while placing the greatest weight on the cumulative three-year period (50%) is intended to emphasize the Company’s long-term performance. The total payout will be capped at 100% if performance is negative over the cumulative three-year measurement period.

54

---

Table of Contents

EXECUTIVE COMPENSATION

SAY ON FREQUENCY VOTE

We provide our stockholders with the opportunity to vote on the frequency of say on pay voting at least once every six years. Our stockholders voted at our 2022 Annual Meeting, in a non-binding, advisory vote, on the frequency of say on pay voting. Approximately 98% of the votes were cast in favor of our holding an annual say on pay vote. We expect our next say on frequency vote to be held at our 2028 Annual Meeting of Stockholders. Until that time, we expect to hold an advisory, non-binding say on pay vote on an annual basis.

EXECUTIVE COMPENSATION PROGRAM ELEMENTS

BASE SALARIES

Base salaries are an important element of compensation because they provide the NEOs with a base level of income, which ensures a level of financial security. Generally, our NEOs are eligible for an adjustment to their base salaries each year at the discretion of the Compensation Committee depending on performance and market competitiveness. During fiscal 2023, as a result of the evaluation described below under “—Compensation Determination Process,” the Compensation Committee determined to increase the base salary for each of Messrs. Holm, Hoskins, Hagerty and McPherson to $1,200,000, $625,000, $600,000 and $610,000, respectively. In connection with the appointment of Mr. Hatcher as Executive Vice President and Chief Financial Officer, Mr. Hatcher’s base salary was increased to $550,000 per year effective as of October 1, 2022. Mr. Hope received an annual base salary of $681,000 through the effective date of his retirement (December 31, 2022) and did not receive a base salary thereafter. Under the terms of his consulting agreement with the Company, Mr. Hope received aggregate payments of $400,000 for the period from January 1, 2023 through August 31, 2023.

CASH BONUS OPPORTUNITIES

ANNUAL CASH BONUS OPPORTUNITY

We maintain an annual incentive plan (the “AIP”), which is a cash bonus program in which all of our NEOs are eligible to participate. The primary purpose of the AIP is to focus management on key measures that drive financial performance and provide competitive bonus opportunities tied to the achievement of our financial and strategic growth objectives.

FISCAL 2023 AIP

The Compensation Committee annually establishes a target annual bonus as a percentage of base salary, which may be adjusted in connection with an NEO’s promotion, performance, or based upon competitive conditions. For our NEOs, the target opportunity for AIP awards was based on the following components as compared to pre-established targets: (i) net sales growth for fiscal 2023 (40% of the overall AIP), (ii) Adjusted EBITDA growth for fiscal 2023 (40% of overall AIP), and (iii) strategic initiatives (20% of overall AIP). Payouts related to each financial metric for the fiscal 2023 AIP had a range from 60% of target payout upon achieving a threshold performance level to 162.5% of target payout upon achieving the maximum performance level. Payouts related to the strategic initiatives metric had a maximum of 100% of target. When combined, total payouts could not exceed 150% of target.

2023 Proxy Statement

55

---

Table of Contents

EXECUTIVE COMPENSATION

We believe that tying part or all of the NEOs’ bonuses to Company-wide performance goals encourages collaboration across the executive leadership team. We use Adjusted EBITDA as a measure of financial performance because we believe that it provides a reliable indicator of our strategic growth and the strength of our cash flow and overall financial results. We believe using the net sales increases accountability of the financial health of the Company and more closely aligns with the focus of stockholders.

With respect to the strategic initiatives performance measure, the Compensation Committee designed the achievement of strategic goals to be challenging, but achievable with strong and consistent performance. The long-term strategic planning goal was based on the completion of certain enterprise initiatives to support the Company’s growth and enhance long-term stockholder value, including the integration of acquisitions, investment in electric vehicles, diversity and inclusion objectives and safety.

The payout percentage of target earned for the AIP was determined by calculating our actual achievement against the performance targets based on the pre-established goals set forth in the following table:

PERFORMANCE MEASURE

METRICS

TARGET PAYOUT OF THE OVERALL AIP

THRESHOLD

TARGET

MAXIMUM

PAYOUT OF % OF TARGET

Profitability

Net Sales

106.44%

Adjusted EBITDA

162.50%

Strategic Initiatives

Core-Mark Integration Progress

ACTUALS 90.00%

ESG Progress Safety

N/A

Demonstrated progress towards Strategic Initiatives

N/A

90.00%

Total

100%

125.58%

As noted in the table above, all financial goals were exceeded based on actual performance versus pre-established targets. In addition, the Compensation Committee confirmed that achievement of demonstrated progress towards strategic initiatives was substantially achieved based upon synergy capture and execution on integration relating to the acquisition of Core-Mark, investments in electric vehicles, increasing the number of candidates for open positions from underrepresented backgrounds and launching a Diversity, Inclusion & Belonging Advisory Council, among other achievements, and awarded 90.00% of the target amount based on its determination.

NOTES: ●The maximum payout for profitability measures is 162.50% of target and this was achieved at 106.44% and 162.50% for the net sales and Adjusted EBITDA financial metrics, respectively, as shown above. ●The maximum payout for strategic initiatives performance measures is 100% of target and this was achieved at 90%, as shown above. ●Net sales is defined as fiscal 2023 gross sales plus excise taxes minus sales returns and minus sales incentives that we offer to our customers, such as rebates and discounts that are offsets to gross sales. ●Adjusted EBITDA is defined as fiscal 2023 net income before interest expense, income taxes, depreciation and amortization and further adjusted to exclude certain items.

56

---

Table of Contents

EXECUTIVE COMPENSATION

CORPORATE NEOS’ AIP

The following tables illustrate the calculation of the cash bonus payable to each NEO under the fiscal 2023 AIP in light of these performance results and achievement of strategic objectives.

	BASE SALARY FULL YEAR $		TARGET BONUS %		PROFITABLE GROWTH												STRATEGIC INITIATIVES
					NET SALES						AEBITDA						STRATEGIC INITIATIVES						TOTAL PAYOUT $
					MEASURE %		PAYOUT %		PAYOUT $		MEASURE %		PAYOUT %		PAYOUT $		MEASURE %		PAYOUT %		PAYOUT $
GEORGE L. HOLM Chairman & CEO	1,200,000		150		40		106.44		766,401		40		162.50		1,170,000		20		90.00		324,000		2,260,401
H. PATRICK HATCHER(1) EVP, Chief Financial Officer	486,898		100		40		106.44		212,060		40		162.50		323,734		20		90.00		89,649		625,443
JAMES D. HOPE(2) Former EVP, Chief Financial Officer	681,000		100		40		106.44		145,038		40		162.50		221,417		20		90.00		61,315		427,770
PATRICK T. HAGERTY EVP & Chief Commercial Officer	600,000		100		40		106.44		255.467		40		162.50		390,000		20		90.00		108,000		753,467
CRAIG H. HOSKINS President & Chief Operating Officer	625,000		100		40		106.44		266,111		40		162.50		406,250		20		90.00		112,500		784,861
SCOTT E. MCPHERSON EVP, President & CEO, Convenience	610,018		100		40		106.44		259,733		40		162.50		396,512		20		90.00		109,803		766,048

(1)	Payout is pro-rated based upon increase to Mr. Hatcher’s base salary effective October 1, 2022.
(2)	Reflects 50% of Mr. Hope’s fiscal 2023 annual bonus for fiscal 2023 at the actual level of performance per the terms of his consulting agreement.

LONG-TERM EQUITY INCENTIVE AWARDS

We believe that the NEOs’ long-term compensation should be directly linked to the value we deliver to our stockholders. Equity awards to the NEOs are designed to provide long-term incentive opportunities over a period of several years and align compensation with the creation of stockholder value and achievement of business goals.

We make annual grants under our 2015 Omnibus Incentive Plan that provide a mix of performance shares and time-based restricted stock.

For fiscal 2023, to support the goal of continued executive stock ownership and enhance the focus on performance, the weight of restricted stock awards for senior management was 40% and the weight of performance share awards tied to multi-year performance results for senior management was 60%.

Annual award levels are established based on a review of competitive market practice, internal equity considerations and other factors as the Compensation Committee deems appropriate.

FISCAL 2023 LONG-TERM EQUITY INCENTIVE GRANTS

For fiscal 2023, the Compensation Committee approved the following long-term equity incentive awards to each of the NEOs as follows:

NAME		TOTAL GRANT VALUE			PERFORMANCE SHARES		RESTRICTED STOCK
GEORGE L. HOLM		$	6,000,052		52,895		46,521
H. PATRICK HATCHER(1)		$	1,600,080		14,106		12,406
JAMES D. HOPE(2)			—		—		—
CRAIG H. HOSKINS		$	2,750,049		24,244		21,322
PATRICK H. HAGERTY		$	1,600,080		14,106		12,406
SCOTT E. MCPHERSON		$	1,000,081		9,260		8,144

(1)	Includes $500,000 equity grant in connection with Mr. Hatcher’s promotion discussed below.
(2)	Due to his retirement, Mr. Hope did not receive a grant of long-term equity incentive awards for fiscal 2023.

2023 Proxy Statement

57

---

Table of Contents

EXECUTIVE COMPENSATION

Subject to the recipient’s continued service with the Company through each applicable vesting date:

●	one third of the shares of time-based restricted stock will vest on each anniversary of the date of grant; and
●	performance shares will vest on the date the Compensation Committee certifies the Company’s performance, subject to the recipient’s continued service to the Company through the end of the performance period (which began on July 3, 2022, and ends on June 28, 2025), if the applicable performance goals are attained.

In connection with his appointment as Executive Vice President and Chief Financial Officer effective January 1, 2023, Mr. Hatcher received a $500,000 equity grant on August 25, 2022 comprised 60% of performance shares and 40% of time-based restricted stock. For the performance shares, 100% of the award will be earned based on the achievement of TSR relative to companies in the Russell 1000 Index as described below under “—Performance Shares.” For the time-based restricted stock, 100% of the shares will vest on August 25, 2025.

See “—Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination” for a more detailed description of the material terms of these awards and a description of the potential vesting of these awards that may occur in connection with certain terminations of employment.

PERFORMANCE SHARES

For the performance shares, 100% of the award will be earned based on achievement of TSR relative to companies in the Russell 1000 Index that are public throughout each TSR measurement period. For each of the three TSR measurement periods, the Company’s TSR is calculated as (i) (a) the average closing price of a share of our common stock over the 20 trading day period ending on (and including) the last date of the TSR measurement period (assuming dividends are reinvested) minus (b) the price of a share of our common stock at the beginning of the performance period (the “Beginning Share Price”) divided by (ii) the Beginning Share Price (“Relative TSR”). Relative TSR is expressed as a relative percentile ranking of the Company among the TSR of companies in the Russell 1000 Index over the TSR measurement period. Each TSR measurement period is weighted as shown below.

		2022	2023	2024	2025		Weighting
One Year
Two Years
Three Years

The Compensation Committee believes that the performance goals for the performance shares are reasonably attainable yet provide an appropriate incentive to maximize our performance and shareholder value. To that end, the Compensation Committee requires performance levels above median (i.e., 60th percentile) to attain target payout levels. The Compensation Committee believes that achievement of maximum performance against the goals would require exceptional corporate performance over the performance period.

For the performance share awards granted on August 25, 2022 and September 2, 2022, the earned amounts will be determined based on the following performance and payout scales during each of the TSR measurement periods:

PERFORMANCE		RELATIVE TSR RANKING		TARGET PAYOUT %
Threshold		40th percentile		50%
Target		60th percentile		100%
Maximum		80th percentile		200%

The total payout will be capped at 100% if performance is negative over the cumulative three-year measurement period. For performance percentages between the levels set forth above, the resulting payout percentage would be adjusted on a linear interpolation basis.

58

---

Table of Contents

EXECUTIVE COMPENSATION

For the most recently completed performance cycle (ended July 1, 2023) for awards granted in August 2020 (the “2020 Performance Grants”), the earned amounts were determined based on the following performance and payout scales:

PERFORMANCE		RELATIVE TSR RANKING		TARGET PAYOUT %
Threshold		40th percentile		50%
Target		60th percentile		100%
Outstanding/Maximum		80th percentile		200%

During the performance period ended July 1, 2023, the Company’s Relative TSR ranked in the 77.26th percentile of the S&P Midcap 400 Index, resulting in a payout at 186.30% of target of the 2020 Performance Grants with respect to the Relative TSR performance metric.

The table below sets forth the shares earned by the NEOs for the 2020 Performance Grants based on actual performance during the performance period and the payout scales above:

NAME		2020-2023 RELATIVE TSR SHARES
GEORGE L. HOLM		104,809
H. PATRICK HATCHER		—
JAMES D. HOPE		19,398
CRAIG H. HOSKINS		15,519
PATRICK H. HAGERTY		15,519
SCOTT E. MCPHERSON		—

BENEFITS AND PERQUISITES

We provide to all our employees, including our NEOs, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Broad-based employee benefits include:

●	a 401(k) savings plan (the “401(k) plan”);
●	medical, dental, vision, life and accident insurance, disability coverage, dependent care and healthcare flexible spending accounts; and
●	employee assistance program benefits.

We maintain the 401(k) plan, a qualified contributory retirement plan, that is intended to qualify as a profit-sharing plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Eligible employees, including our NEOs, may contribute up to 50% of their eligible compensation, subject to statutory limits imposed by the Code. We are also permitted to make profit-sharing contributions and matching contributions, and currently provide for matching contributions equal to 100% of employee contributions up to 3.5% of eligible compensation. Our contributions to the 401(k) plan are made subject to certain minimum requirements specified in the 401(k) plan. All matching contributions by us become vested on the four-year anniversary of the participant’s hire date. As of January 1, 2009, the 401(k) plan merged with the Self-Directed Tax Advantaged Retirement (STAR) Plan of PFGC, Inc. Employees employed on or before December 31, 2008, are also eligible for an annual contribution based on the employee’s salary and years of service (a “STAR Contribution”). Messrs. Holm, Hagerty and Hoskins are the only NEOs eligible to receive the additional STAR Contributions.

In addition, at no cost to the employee, we provide an amount of basic life and accident insurance coverage valued at one times annual salary up to a maximum of $1 million combined benefit.

We also provide our NEOs with limited perquisites and personal benefits that are not generally available to all employees, such as an annual auto allowance, eligibility to participate in our executive health programs, reimbursement of relocation expenses, temporary housing allowances, and limited spouse travel, lodging and meals associated with certain business functions. We provide these limited perquisites and personal benefits in order to further our goal of attracting and retaining our executive officers. The benefits and perquisites not generally available to all employees that were provided to our NEOs in fiscal 2023 are reflected in the “All Other Compensation” column of the Summary Compensation Table and the accompanying footnote in accordance with SEC rules.

2023 Proxy Statement

59

---

Table of Contents

EXECUTIVE COMPENSATION

SEVERANCE AND OTHER BENEFITS

We believe that severance protections can play a valuable role in attracting and retaining high-caliber talent. In the competitive market for executive talent, we believe severance payments and other termination benefits are an effective way to offer executives financial security to offset the risk of foregoing an opportunity with another company. Consistent with our objective of using severance payments and benefits to attract and retain executives, our Executive Severance Plan approved in May 2020 (the “Severance Plan”) provides our executives who enter into the related Executive Severance Plan Participation Agreement (the “Participation Agreement”) with severance benefits that we believe (i) will permit us to better attract and/or continue to employ high-caliber talent, (ii) are more aligned with those severance benefits offered at our peers, and (iii) are more aligned with broader market trends. The Severance Plan replaced the NEOs’ previous severance arrangements.

Each of our NEOs, other than Mr. Hope, is eligible for the Severance Plan benefits. Mr. Hope is no longer eligible to participate in the Severance Plan under the terms of his consulting agreement. See “Potential Payments Upon Termination or Change in Control” for descriptions of these potential benefits.

COMPENSATION DETERMINATION PROCESS

RESPONSIBLE PARTY		PRIMARY ROLES AND RESPONSIBILITIES
Compensation Committee		The Compensation Committee, which is composed entirely of independent directors, is responsible for establishing, maintaining, and administering our compensation and benefit policies and determines the compensation for our NEOs. Our CEO is not a member of the Compensation Committee and does not participate in deliberations regarding his compensation. The Compensation Committee uses several resources in making decisions regarding executive compensation, and these resources are described in the following paragraphs. See “Board Structure - Board Committees - Compensation and Human Resources Committee” for more information regarding the Compensation Committee’s responsibilities.
Independent Compensation Consultant		In fiscal 2023, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, as its compensation consultant to advise on executive and non-employee director compensation matters and provide information and advice regarding market trends, competitive compensation programs, and strategies, including: ●Assessing management’s recommendations for changes to our compensation structure; ●Providing annual market data for each NEO position, including evaluating the Company’s compensation strategy and reviewing and confirming the peer group used to prepare the market data; ●Providing information on executive compensation trends, regulatory developments and emerging best practices; and ●Conducting an annual compensation risk assessment. During fiscal 2023, Meridian reported directly to the Chair of the Compensation Committee and performed no other work for the Company. Meridian attends all meetings where the Compensation Committee evaluates the overall effectiveness of the executive compensation programs or where the Compensation Committee analyzes or approves executive compensation. In connection with engaging Meridian, the Compensation Committee considered the independence of Meridian in light of the standards embodied in SEC rules and NYSE listing standards. The Compensation Committee took into account these considerations, along with other factors relevant to the firm’s independence from management, and concluded that Meridian was independent and the engagement of Meridian would not raise any conflict of interest.
Our CEO		Our CEO, with the assistance of Meridian and our Executive Vice President and Chief Human Resources Officer, provides recommendations to the Compensation Committee with respect to compensation decisions for our NEOs (other than with respect to his own position). In preparing recommendations to the Compensation Committee, our CEO consults benchmarking data and other market surveys conducted by Meridian and our Human Resources Department. No officer, including our CEO and our Executive Vice President and Chief Human Resources Officer, has a role in determining his or her own compensation.
Human Resources Department		Our Human Resources Department, led by our Executive Vice President and Chief Human Resources Officer, works with our independent compensation consultant to compile benchmarking data, including peer group analysis and market studies, in order to provide preliminary recommendations with respect to base salary, annual incentive and long-term incentive program design and target award levels for our NEOs and other employees eligible to receive such incentive awards.

60

---

Table of Contents

EXECUTIVE COMPENSATION

PEER GROUP

Meridian evaluated the competitiveness of our executive and non-employee director compensation programs using peer group compensation data of the following peer group companies:

	2023 PEER GROUP

	Arrow Electronics, Inc.	Compass Group PLC	Pilgrim’s Pride Corporation	United Natural Foods, Inc.
	Avnet, Inc.	Dollar General Corporation	TD SYNNEX Corporation	US Foods Holding Corp.
	Bunge Limited	Dollar Tree, Inc.	Sysco Corporation	WESCO International, Inc.
	CDW Corporation	Genuine Parts Company	Tyson Foods, Inc.	W.W. Grainger, Inc.

This peer group is composed of companies of similar size and stature in our foodservice distribution industry or related industries. There were no changes to the Company’s peer group in fiscal 2023 from the fiscal 2022 peer group.

Meridian analyzed target compensation levels for senior executives benchmarked against the updated compensation peer group.

Based on this evaluation, Meridian recommended, and the Compensation Committee determined, to set total target direct compensation (comprised of base salary, cash bonus opportunity at target, and long-term equity incentive opportunity at target) at levels that, in the aggregate, approximate the median of the peer group.

ANNUAL COMPENSATION PROGRAM RISK ASSESSMENT

In August 2023, the Compensation Committee (with the assistance of management and Meridian) completed its annual review of our compensation programs and practices and concluded that the risks arising from such programs are not reasonably likely to have a material adverse effect on our operations. While risk is inherent in any strategy for growth, the Company’s programs minimize risk through the following design elements, among others:

●	Annual total compensation benchmarking relative to appropriate data sources and adjusted for size;
●	Multiple financial performance goals in the annual incentive plan with reasonable maximum payout limits;
●	Compensation Committee discretion to adjust payouts, as needed;
●	Appropriate balance of fixed and at-risk compensation, as well as an appropriate balance of cash and equity-based compensation;
●	Stock grants that occur each year, with overlapping performance cycles and multi-year vesting;
●	Use of relative TSR in the long-term plan to balance internally-set financial goals in the short-term plan;
●	Compensation Committee that is actively involved in setting short- and long-term incentive performance targets and payout intervals, typically over a series of meetings;
●	A clawback policy that applies to both cash and equity, as described under “—Clawback Policy” below;
●	Existence of stock ownership guidelines and holding requirements, as described under “—Stock Ownership Guidelines” below;
●	Reasonable severance arrangements, as described under “—Severance and Other Benefits” above; and
●	Anti-hedging policy and anti-pledging policy for directors and executive officers, as described under “—Hedging and Pledging Policies” below.

HEDGING AND PLEDGING POLICIES

The Company’s Insider Trading Policy requires directors, executive officers, and employees to consult with the Company’s General Counsel prior to engaging in certain transactions involving the Company’s securities. The Company’s Insider Trading Policy prohibits directors, executive officers, and employees from hedging or monetization transactions, including through the use of financial instruments such as exchange funds, variable forward contracts, equity swaps, puts, calls, and other derivative instruments, or through the establishment of a short position in the Company’s securities. The Company’s Insider Trading Policy prohibits directors and executive officers from pledging Company securities.

2023 Proxy Statement

61

---

Table of Contents

EXECUTIVE COMPENSATION

CLAWBACK POLICY

In August 2019, we adopted a Clawback Policy that allows us to recoup incentive-based compensation from our current or former executive officers under certain circumstances. In August 2023, we amended the Clawback Policy to implement the recently updated NYSE listing standards that were approved by the SEC effective October 2, 2023. Pursuant to the policy, we will recoup any incentive-based or equity-based compensation paid or granted to an executive officer in the event of a required accounting restatement of a financial statement of the Company (whether or not based on fraud or misconduct) due to material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. We may also recoup any incentive-based or equity-based compensation paid or granted to an executive officer in the event of an error in the calculation of such incentive-based or equity-based compensation as a result of a restatement in financial statements or otherwise.

EMPLOYMENT AGREEMENTS

We do not typically enter into formal employment agreements with our executive officers. However, as noted below, we have an employment agreement with Mr. Holm. In addition, we typically enter into offer letters with our executive officers. In connection with the commencement of their employment, we entered into offer letters with Messrs. Hagerty, Hope and Hoskins, setting forth their initial compensation and benefits. Mr. McPherson entered into an employment agreement with the Company on September 1, 2021 in connection with the Company’s acquisition of Core-Mark. The employment agreement provided for an initial term of two years with automatic one-year renewals thereafter unless terminated by either the Company or Mr. McPherson. On September 1, 2023, Mr. McPherson’s employment agreement was terminated, with Mr. McPherson continuing as an at-will employee. Additionally, as noted below, Mr. Hope entered into a consulting agreement with the Company on August 9, 2022 in connection with his retirement as Executive Vice President and Chief Financial Officer. For the employment agreement and offer letters, the Severance Plan supersedes any similar provisions in such agreements.

SUMMARY OF EMPLOYMENT AGREEMENT OF MR. HOLM

Mr. Holm’s employment agreement, dated as of September 6, 2002, as amended effective January 2003, provides that he serves as President and Chief Executive Officer for an initial term of three years that automatically extends for successive automatic one-year periods, unless we or Mr. Holm elect not to extend the term by providing 30 days’ advance notice.

Mr. Holm’s employment agreement establishes: (1) an initial base salary, subject to discretionary annual increases; (2) eligibility to receive an annual bonus, with a target amount equal to 100% of his base salary if performance targets set by the Compensation Committee are achieved, which he may elect to receive as shares of our common stock; and (3) a requirement that he purchase $2 million of our common stock. Mr. Holm is also entitled to participate in all employee benefit and fringe plans made available to our employees generally.

Mr. Holm’s employment agreement also contains restrictive covenants, including an indefinite covenant not to disclose confidential information and not to disparage us, and, during Mr. Holm’s employment and for the one-year period following the termination of his employment, covenants related to non-competition and non-solicitation of our employees, customers, or suppliers.

Mr. Holm, like our other NEOs, is also eligible for severance benefits following certain terminations of employment pursuant to the Severance Plan. See “Potential Payments Upon Termination or Change in Control” for a description of these provisions.

SUMMARY OF CONSULTING AGREEMENT OF MR. HOPE

In connection with his retirement from the position of Executive Vice President and Chief Financial Officer of the Company, Mr. Hope remained as a consultant to the Company until August 31, 2023 to assist with the transition. On August 9, 2022, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Hope setting forth the terms of Mr. Hope’s voluntary retirement from the Company on December 31, 2022 (the “Retirement Date”). Until the Retirement Date, Mr. Hope received his base salary of $681,000 and benefits and continued to vest in any outstanding equity awards. After the Retirement Date, Mr. Hope provided consulting services for the Company through August 31, 2023 (the “Consulting Period”). In consideration for such services and subject to Mr. Hope’s agreement to certain standard terms and conditions, Mr. Hope received aggregate payments of $400,000 for the Consulting Period. In addition, for the duration of the Consulting Period, Mr. Hope received a cash supplement for health benefits continuation coverage and received reimbursement of certain reasonable expenses incurred in performing such services. Mr. Hope remained eligible to receive 50% of his fiscal 2023 annual bonus for fiscal 2023 at the actual level of performance and will continue to

62

---

Table of Contents

EXECUTIVE COMPENSATION

vest in the unvested portions of any equity awards that are unvested and outstanding as of the Retirement Date, subject to the terms of the applicable award agreements. Mr. Hope will also be eligible for “retirement” vesting of his unvested and outstanding equity awards at the conclusion of the Consulting Period in accordance with the terms of such awards. Mr. Hope is also subject to certain restrictive covenants under the Consulting Agreement, including customary confidentiality covenants as well as non-competition and non-solicitation restrictions for a period of 12 months following the end of the Consulting Period.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

In January 2020, the Board of Directors adopted the Performance Food Group Company Deferred Compensation Plan (the “Deferred Compensation Plan”) under which (i) individuals whose position qualifies for an equity grant under the 2015 Omnibus Incentive Plan for the fiscal year that ends within the Deferred Compensation Plan’s year or (ii) members of the Board of Directors can defer (a) receipt of up to 50% of his or her base compensation (base salary for employees and cash retainers for directors) and/or (b) up to 75% of his or her payout under the AIP.

The initial Deferred Compensation Plan year commenced on January 1, 2021 and each of our NEOs was eligible to participate. Any such deferral elections are irrevocable for the applicable Deferred Compensation Plan year other than in the event a participant receives a distribution from the Deferred Compensation Plan due to an unforeseeable emergency. Currently, none of our NEOs participate in the Deferred Compensation Plan

A participant in the Deferred Compensation Plan may elect a distribution date, subject to the limitations imposed by the Deferred Compensation Plan committee, on which deferred amounts (including discretionary employer contributions, to the extent applicable) will be paid (or commence in the case of installments); provided, however, that all deferral accounts will be paid (or commence in the case of installments) in the event of the participant’s separation of service, death or disability. With respect to distribution, a participant’s deferral account will be paid, at the election of the participant, either in (i) a lump sum or (ii) annual installments over a period of five (5), ten (10) or fifteen (15) years. On February 14, 2023, the Deferred Compensation Plan was amended to allow participants to change the timing and/or the form of payment of a previous election made by the participant for a distribution upon a specified date at least five (5) years from the date such payment would otherwise have been made, subject to certain conditions.

Participants in the Deferred Compensation Plan are eligible, but not guaranteed, to receive discretionary employer contributions, which will generally vest in accordance with the vesting schedule under the Performance Food Group Employee Savings Plan. A participant who is making a deferral election will be asked to specify the distribution date and form of payment with respect to any discretionary employer contributions that such participant may receive for the applicable Deferred Compensation Plan year. Any discretionary employer contributions that are not vested as of a participant’s separation from service shall immediately be forfeited at such time. The Company will establish an account on each participant’s behalf to track his or her deferrals. Each participant may choose from a variety of investment fund options available under the Deferred Compensation Plan and the account will be adjusted based on the performance of the applicable funds and the investment directions. The investment choices may be changed in accordance with the rules and procedures established by the Deferred Compensation Plan committee.

2023 Proxy Statement

63

---

Table of Contents

EXECUTIVE COMPENSATION

STOCK OWNERSHIP GUIDELINES

EXECUTIVE OFFICERS

To align the interests of our management with those of our stockholders, the Board of Directors requires that certain of our executive officers (the “Covered Executives”) have a significant financial stake in the Company’s stock in accordance with our stock ownership guidelines (the “Guidelines”). The Covered Executives are required to hold a specific level of equity ownership as outlined below:

EXECUTIVES		TIER ONE		TIER TWO
The Guidelines will apply to the Covered Executives in the following Tiers		Chief Executive Officer		Chief Financial Officer and Executive Vice Presidents and Senior Vice Presidents who are direct reports of the CEO
Covered Executives’ Stock Ownership Multiples The stock ownership levels under the Guidelines, expressed as a multiple of the Covered Executive’s base annual salary rate as of January 1st of the year, are as follows:
Retention Requirement There is no required time period within which a Covered Executive must attain the applicable stock ownership level under the Guidelines. However, until the applicable ownership level is achieved, the following retention requirements will apply:

The shares counted toward these ownership requirements include shares of common stock owned directly by the Covered Executive and outstanding restricted stock and restricted stock units.

These ownership requirements are set at levels that the Company believes are reasonable given the respective salaries and responsibility levels of the Covered Executives. As of October 2, 2023, each of Messrs. Holm, Hatcher, Hagerty, Hoskins and McPherson has met or is on track to meet the applicable ownership level.

TAX IMPACT ON COMPENSATION

INCOME DEDUCTION LIMITATIONS

Section 162(m) of the Code generally sets a limit of $1 million on the amount of compensation that the Company may deduct for federal income tax purposes in any given year with respect to the compensation of each of the NEOs. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise its ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that, in certain cases, is not deductible for federal income tax purposes.

In fiscal 2023 the Company paid, and in fiscal 2024 the Compensation Committee expects the Company to pay, certain NEOs compensation that exceeds $1 million in value. The Compensation Committee believes that this compensation is necessary in order to maintain the competitiveness of the total compensation package and, as a result, has determined that it is appropriate, even though certain amounts of fiscal 2023 and fiscal 2024 compensation, respectively, will not be deductible for federal income tax purposes.

SECTION 409A OF THE INTERNAL REVENUE CODE

Section 409A of the Code imposes significant additional taxes in the event that an executive officer, director, or service provider becomes entitled to non-qualified deferred compensation that does not satisfy the restrictive conditions of the provision. Although the Company makes no guarantees with respect to exemption from, or compliance with, Section 409A of the Code, we have designed all of our non-qualified deferred compensation arrangements with the intention that they are exempt from, or otherwise comply with, the requirements of Section 409A of the Code.

64

---

Table of Contents

SUMMARY COMPENSATION TABLE

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.

(1)	Effective October 1, 2022, Mr. Hatcher’s salary was increased to $550,000. Mr. Hope received his annual base salary of $681,000 through the effective date of his retirement (December 31, 2022).
(2)	Amounts shown in this column include the grant date fair value, calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and using the assumptions discussed in Note 18, “Stock-based Compensation,” of the audited financial statements in our Annual Report, of the performance shares and restricted stock granted in fiscal 2023, as described under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2023 Long-Term Equity Incentive Grants.” With respect to the performance shares granted in fiscal 2023, 100% vest according to Relative TSR. Therefore, they are subject to market conditions as defined under FASB ASC Topic 718 and are not subject to performance conditions as defined under FASB ASC Topic 718. Accordingly, they have no maximum grant date fair values that differ from the grant date fair values presented in the table.
(3)	Amounts shown in this column reflect amounts earned under our AIP. The amount shown for Mr. Hatcher was prorated to reflect his change in base salary as of October 1, 2022.
(4)	Amounts reported under All Other Compensation for fiscal 2023 include: (i) contributions to our 401(k) plan on behalf of our NEOs, including annual STAR Contributions under our 401(k) plan, as follows: Mr. Holm, annual STAR Contribution of $14,500; Mr. Hatcher matching contributions of $14,226, Mr. Hoskins, matching contribution of $11,498 and annual STAR Contribution of $14,500; Mr. Hagerty, matching contribution of $11,060 and annual STAR Contribution of $14,500; Mr. McPherson, matching contribution of $10,675, and Mr. Hope, matching contributions of $917; (ii) annual auto allowances; (iii) fees for participation in our executive health programs; (iv) the incremental additional cost of spouse travel and meals for business events to which spouses are invited (including a related “gross-up” for payment of taxes in the amount of $441 for Mr. Holm and $842 for Mr. Hoskins) for Mr. Holm ($1,466) and Mr. Hoskins ($1,867); (v) gifts (including a tax “gross-up” related to gifts in the amount of $3,385 for Mr. Holm, $169 for Mr. Hope, $3,439 for Mr. Hoskins, $5,665 for Mr. Hagerty, $877 for Mr. Hatcher, and $561 for Mr. McPherson) for Mr. Holm ($9,033), Mr. Hope ($430), Mr. Hoskins ($7,626), Mr. Hagerty ($12,905), Mr. Hatcher ($3,036), and Mr. McPherson ($1,425); and (vi) amounts with respect to the payment of life insurance premiums as follows: $859 for Mr. Holm, $535 for Mr. Hatcher, $684 for Mr. Hoskins, $662 for Mr. Hagerty, and $474 for Mr. McPherson and (vii) $250,000 paid to Mr. Hope pursuant to the terms of the Consulting Agreement.

2023 Proxy Statement		65

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

The following table sets forth information concerning grants of plan-based awards to our NEOs during fiscal 2023.

NAME		GRANT DATE		AWARD TYPE		ESTIMATED FUTURE 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 AND OPTION AWARDS(4) ($)
						THRESHOLD ($)		TARGET ($)		MAXIMUM ($)		THRESHOLD (#)		TARGET (#)		MAXIMUM (#)
GEORGE L. HOLM				2023 AIP		864,000		1,800,000		2,700,000
		8/25/2022		Performance Shares								26,448		52,895		105,790				3,600,034
		8/25/2022		Restricted Stock														46,521		2,400,018
H. PATRICK HATCHER				2023 AIP		233,711		486,898		730,347
		8/25/2022		Performance Shares								7,053		14,106		28,212				960,054
		8/25/2022		Restricted Stock														12,406		640,026
JAMES D. HOPE				2023 AIP		163,508		340,642		510,962
		N/A		Performance Shares								—		—		—				—
		N/A		Restricted Stock														—		—
CRAIG H. HOSKINS				2023 AIP		300,000		625,000		937,500
		8/25/2022		Performance Shares								12,122		24,244		48,488				1,650,047
		8/25/2022		Restricted Stock														21,322		1,100,002
PATRICK T. HAGERTY				2023 AIP		288,000		600,000		900,000
		8/25/2022		Performance Shares								7,053		14,106		28,212				960,054
		8/25/2022		Restricted Stock														12,406		640,026
SCOTT E. MCPHERSON				2023 AIP		292,809		610,018		915,028
		9/2/2022		Performance Shares								4,630		9,260		18,520				600,048
		9/2/2022		Restricted Stock														8,144		400,033

(1)	Amounts represent awards payable under our AIP. See “Compensation Discussion and Analysis—Executive Compensation Program Elements—Cash Bonus Opportunities—Annual Cash Bonus Opportunity” above for a description of our AIP. Actual amounts paid under our fiscal 2023 AIP are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)	Reflects the number of shares that will vest for the applicable level of performance under the performance share portion of the fiscal 2023 grants made pursuant to the 2015 Omnibus Incentive Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2023 Long-Term Equity Incentive Grants.”
(3)	Reflects the time-based restricted stock portion of the fiscal 2023 grants made pursuant to the 2015 Omnibus Incentive Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—Fiscal 2023 Long-Term Equity Incentive Grants.”
(4)	The grant date fair value of the performance shares that vest according to Relative TSR was computed in accordance with FASB ASC Topic 718 as of the grant date.

66

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

NARRATIVE TO SUMMARY COMPENSATION TABLE AND FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

The following table sets forth information regarding outstanding equity awards made to our NEOs as of July 1, 2023.

NAME		GRANT DATE		OPTION AWARDS								STOCK AWARDS
				NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE(1)		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		OPTION EXERCISE PRICE ($)		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2)(7)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3)		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 ($)(3)(4)(5)(6)
GEORGE L. HOLM		9/30/2015		318,921		—		19.00		9/30/2025
		8/9/2016		194,131		—		26.57		8/9/2026
		9/21/2017		120,679		—		28.80		9/21/2027
		9/10/2018		105,070		—		32.50		9/10/2028
		8/18/2020										32,843		1,978,462
		8/18/2020														104,809		6,313,694
		8/17/2021										29,468		1,775,152
		8/17/2021														96,402		5,807,256
		8/25/2022										46,521		2,802,425
		8/25/2022														105,790		6,372,790
H. PATRICK HATCHER		8/18/2020										6,018		362,524
		8/17/2021										2,432		146,504
		8/25/2022										12,406		747,337
		8/25/2022														28,212		1,699,491
JAMES D. HOPE		9/21/2017		6,524		—		28.80		8/31/2025
		9/10/2018		12,609		—		32.50		8/31/2025
		8/18/2020										14,110		849,986
		8/18/2020														19,398		1,168,536
		8/17/2021										8,841		532,582
		8/17/2021														20,898		1,258,896
CRAIG H. HOSKINS		8/18/2020										12,094		728,543
		8/18/2020														15,519		934,865
		8/17/2021										7,662		461,559
		8/17/2021														25,066		1,509,976
		1/1/2022										5,812		350,115
		1/1/2022														19,852		1,195,884
		8/25/2022										21,322		1,284,437
		8/25/2022														48,488		2,920,917

2023 Proxy Statement

67

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

NAME		GRANT DATE		OPTION AWARDS								STOCK AWARDS
				NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE(1)		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		OPTION EXERCISE PRICE ($)		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2)(7)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3)		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 ($)(3)(4)(5)(6)
PATRICK T. HAGERTY		9/30/2015		36,934		—		19.00		9/30/2025
		8/9/2016		27,401		—		26.57		8/9/2026
		9/21/2017		19,081		—		28.80		9/21/2027
		9/10/2018		18,913		—		32.50		9/10/2028
		8/18/2020										12,094		728,543
		8/18/2020														15,519		934,865
		8/17/2021										7,662		461,559
		8/17/2021														25,066		1,509,976
		1/1/2022										21,792		1,312,750
		8/25/2022										12,406		747,337
		8/25/2022														28,212		1,699,491
SCOTT E. MCPHERSON(7)		9/1/2021										12,459		750,530
		9/13/2021										22,061		1,328,955
		2/16/2022										2,912		175,419
		2/16/2022														6,630		399,391
		9/2/2022										8,144		490,595
		9/2/2022														18,520		1,115,645

(1)	Represents fully-vested time-vesting and time and performance-vesting options. Options in this column granted on September 30, 2015, represent time and performance-vesting options granted pursuant to the 2007 Amended and Restated Management Option Plan (the “2007 Management Option Plan”) and time-vesting options granted pursuant to the 2015 Omnibus Incentive Plan. Options in this column granted on August 9, 2016, September 21, 2017, and September 10, 2018 represent time-vesting options granted pursuant to the 2015 Omnibus Incentive Plan.
(2)	Represents time-vesting restricted stock granted pursuant to the 2015 Omnibus Incentive Plan. Restricted stock in this column granted on August 17, 2021 and August 25, 2022 to Mr. Holm, Mr. Hope, Mr. Hoskins and Mr. Hagerty, granted on January 1, 2022 to Mr. Hoskins, and granted on February 16, 2022 and September 2, 2022 to Mr. McPherson vests in three equal annual installments on each of the first three anniversaries of the date of grant. The annual grant of restricted stock on August 18, 2020 in this column vests in three equal annual installments on each of the first three anniversaries of the date of grant and the one-time grants of restricted stock on August 18, 2020 in this column vest in total at the end of the three-year vesting period. Restricted stock in this column granted on January 1, 2022 to Mr. Hagerty vests in two equal installments on the second and third anniversary of the grant date. The employment agreement inducement awards granted to Mr. McPherson on September 13, 2021 vest in two equal installments on each of the first two anniversaries of the employment commencement date, which was September 1, 2021. The annual grant of restricted stock on August 25, 2022 for Mr. Hatcher vests in three equal annual installments on each of the first three anniversaries of the grant date and the one-time grant of restricted stock in connection with his promotion vest in total at the end of the three-year vesting period.
(3)	Based on $60.24, the closing price of our common stock on June 30, 2023, the last trading day on the NYSE of fiscal 2023.
(4)	The performance shares granted on August 18, 2020 vested based on the Company’s achievement of the Relative TSR performance measure with respect to the period that began on June 28, 2020, and ended on July 1, 2023, as determined by the Compensation Committee on August 22, 2023. The achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect the actual amounts based on 186.30% of target performance for Relative TSR.

68

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

(5)	The performance shares granted on August 17, 2021 and January 1, 2022, will vest, if at all, based on the Company’s achievement of Relative TSR with respect to the period that began on July 4, 2021, and ends on June 29, 2024, as determined by the Compensation Committee following the end of fiscal 2024. As of July 1, 2023, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect amounts based on maximum performance for Relative TSR. The actual number of shares that will vest with respect to the performance shares is not yet determinable.
(6)	The performance shares granted on August 25, 2022 and September 2, 2022, will vest, if at all, based on the Company’s achievement of Relative TSR with respect to the period that began on July 3, 2022, and ends on June 28, 2025, as determined by the Compensation Committee following the end of fiscal 2025. As of July 1, 2023, the achievement level with respect to Relative TSR was between target and maximum performance. Accordingly, the number of shares reported in the table reflect amounts based on maximum performance for Relative TSR. The actual number of shares that will vest with respect to the performance shares is not yet determinable.
(7)	Awards granted to Mr. McPherson on September 1, 2021 represent awards under Core-Mark’s 2019 Long-Term Incentive Plan that were assumed by the Company in connection with the acquisition of Core-Mark and converted to Company restricted stock units based on the ratio prescribed in the merger agreement.

FISCAL 2023 OPTION EXERCISES AND STOCK VESTED

The following table provides information with respect to our NEOs regarding options exercised and stock vested during fiscal 2023.

NAME	OPTION AWARDS				STOCK AWARDS
	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)		VALUE REALIZED ON EXERCISE ($)(1)		NUMBER OF SHARES ACQUIRED ON VESTING (#)(2)		VALUE REALIZED ON VESTING ($)(3)
GEORGE L. HOLM	—		—		80,707		4,153,478
H. PATRICK HATCHER	2,139		79,742		4,356		224,628
JAMES D. HOPE	—		—		23,058		1,187,678
CRAIG H. HOSKINS	60,402		1,759,943		20,211		1,061,298
PATRICK T. HAGERTY	—		—		17,810		917,853
SCOTT E. MCPHERSON	—		—		50,172		2,729,731

(1)	We report the value realized on exercise as the difference between the fair market value of the shares acquired on exercise and the exercise price of the stock option.
(2)	Represents the vesting of one fourth of the shares of time-based restricted stock granted on September 10, 2018, one third of the shares of time-based restricted stock granted on September 16, 2019, August 18, 2020, August 17, 2021, January 1, 2022 and February 16, 2022, one third of the shares of time-based restricted stock units granted on September 1, 2021 and one half of the shares of time-based restricted stock granted on September 13, 2021. Additionally, the performance shares granted on September 16, 2019, vested based on the Company’s achievement of each performance metric (return on invested capital (“ROIC”) and Relative TSR) with respect to the period that began on June 30, 2019, and ended on July 2, 2022, as determined by the Compensation Committee on August 19, 2022. The achievement level with respect to ROIC was below threshold, and the achievement level with respect to Relative TSR was between threshold and target performance. Accordingly, the number of shares reported in the table reflect the actual amounts based on 0% of target performance for ROIC and 70.17% of target performance for Relative TSR.
(3)	Represents the value realized on each grants’ respective vesting date.

FISCAL 2023 PENSION BENEFITS

We have no pension benefits for our executive officers, including our NEOs.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have agreed to provide payments or other benefits to our NEOs under certain scenarios related to a termination of employment pursuant to the terms of the Severance Plan and pursuant to the agreements under which equity awards have been granted. This section describes those payments and benefits and events that trigger them.

2023 Proxy Statement

69

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

SEVERANCE ARRANGEMENTS AND RESTRICTIVE COVENANTS

Severance Arrangements with George L. Holm, H. Patrick Hatcher, Craig H. Hoskins, Patrick T. Hagerty, and Scott E. McPherson. Each of Messrs. Holm, Hatcher, Hoskins, Hagerty, and McPherson has entered into the Participation Agreement and are, therefore, participants in the Severance Plan. The Severance Plan provides that if a participant’s employment is terminated by the Company or an affiliate without “Cause” or by the participant for “Good Reason” (each term as defined in the Severance Plan), the participant will be entitled to certain severance payments based on the participant’s “tier” level, as set forth below:

●

Mr. Holm is entitled to receive cash severance equal to 2.0 times his salary if his employment is terminated without Cause or if he resigns with Good Reason (the “Tier 1 Non-CIC Termination Benefits”), in addition to any (i) annual bonus that has been earned but remains unpaid, and (ii) expenses that are reimbursable under the expense reimbursement policies of the Company (collectively, the “Standard Termination Benefits”). If Mr. Holm’s employment is terminated without Cause or he resigns with Good Reason within 90 days before or 24 months after a Change in Control (as defined in the Severance Plan), then, in addition to the Standard Termination Benefits and the Tier 1 Non-CIC Termination Benefits, Mr. Holm will receive an additional amount of cash severance benefit equal to 2.0 times his target bonus.

●

Each of Messrs. Hatcher, Hoskins, Hagerty and McPherson (each, a “Tier 2 Participant”) is entitled to receive cash severance equal to 1.5 times his salary if the Tier 2 Participant’s employment is terminated without Cause or the Tier 2 Participant resigns with Good Reason (the “Tier 2 Non-CIC Termination Benefits”), in addition to the Standard Termination Benefits. If the Tier 2 Participant’s employment is terminated without Cause or if the Tier 2 Participant resigns with Good Reason within 90 days before or 24 months after a Change in Control, then, in addition to the Standard Termination Benefits and the Tier 2 Non-CIC Termination Benefits, the Tier 2 Participant will receive an additional amount of cash severance benefit equal to the sum of 0.5 times the Tier 2 Participant’s salary plus 2.0 times the Tier 2 Participant’s target bonus.

A participant who is entitled to receive cash severance benefits under the Severance Plan will also be entitled to receive monthly COBRA supplements equal to the monthly payment that former employees of the Company are required to pay for COBRA coverage for the same type and level of coverage that was in effect for the participant and his or her qualified beneficiaries on the date the participant’s employment with the Company and its affiliates ended minus monthly payment that the participant paid for such coverage immediately before such employment ended.

In addition to the execution of the Participation Agreement, the provision of payments and benefits described above is conditioned upon (i) a participant’s execution of a release of claims following the termination of the participant’s employment with the Company and its affiliates, and (ii) a participant’s agreement not to compete with the Company or solicit its employees or customers for one year following termination of employment, and not to use or disclose the Company’s confidential information. Any breach by a participant of the terms of the participant’s non-compete, non-solicit and confidentiality provisions will constitute a material breach of the Severance Plan, resulting in the waiver or forfeiture of all rights to future payments and benefits under the Severance Plan and may require the participant to repay to us amounts previously paid to the participant under the Severance Plan.

As of December 31, 2022, Mr. Hope was not eligible to participle in the Severance Plan under the terms of the Consulting Agreement.

TREATMENT OF EQUITY AWARDS IN CONNECTION WITH A CHANGE IN CONTROL OR QUALIFYING TERMINATION

In addition to the payments and benefits described above, the agreements pursuant to which equity awards have been granted to the NEOs contain provisions for accelerated vesting. More specifically, immediately prior to a “change in control,” any outstanding and unvested stock options and time-based restricted stock will become fully vested to the extent the acquiring or successor entity does not assume, continue, or substitute for the stock options and time-based restricted stock. If the recipient’s employment is terminated by us without cause or the recipient resigns with good reason within 18 months following a “change in control,” any outstanding and unvested stock options and time-based restricted stock will become fully vested (to the extent the acquiring or successor entity assumes, continues, or substitutes for the stock options and time-based restricted stock). On a “change in control,” any outstanding and unvested performance shares will be converted to time-based restricted stock that will vest on the third anniversary of the date of grant (“Converted Awards”). Such conversion will be based on the target award opportunity if the “change in control” occurs prior to the 18-month anniversary of the start of the performance period or after the 18-month anniversary of the start of the performance period if the actual performance is not measurable on the date of the “change in control”; otherwise, the conversion will be based on the actual performance at the time of the “change in control.”

70

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

Vesting of the Converted Awards will be accelerated if the acquiring or successor entity does not assume, continue or substitute for the Converted Awards or if the recipient’s employment is terminated by us without cause or the recipient resigns with good reason within 18 months following a “change in control” (to the extent the acquiring or successor entity assumes, continues or substitutes for the stock options and restricted stock).

Any outstanding and unvested time-based restricted stock granted in or after fiscal 2020 will become fully vested in the event of the recipient’s termination of employment due to death. If a recipient’s termination is a result of a qualifying retirement on or after the first anniversary of the grant date or a recipient terminates as a result of his or her disability, time-based restricted stock granted in or after fiscal 2020 will continue to vest in accordance with the vesting schedule. Any outstanding and unvested performance shares granted in or after fiscal 2020 will become fully vested at target performance upon the recipient’s termination of employment due to death. If the recipient’s termination is as a result of his or her disability, any outstanding and unvested performance shares granted in or after fiscal 2020 will pay out based on actual performance at the end of the performance period. Any outstanding and unvested performance shares granted in or after fiscal 2020 will pay out pro-rata based on actual performance at the end of the performance period in the event of the recipient’s termination of employment due to a qualifying retirement. Upon any other termination of employment, all unvested time-based restricted stock and performance shares granted in or after fiscal 2020 will be forfeited.

A qualifying retirement is the voluntary resignation of an employee on or after (i) attaining age 65 or (ii) the date that the sum of (x) the employee’s age and (y) the number of the employee’s years of service with the Company is at least 72, provided the employee has reached a minimum age of 55.

Mr. McPherson holds certain awards under Core-Mark’s 2019 Long-Term Incentive Plan that were assumed by the Company in connection with the acquisition of Core-Mark. Time-based restricted stock units held by Core-Mark employees were converted to Company restricted stock units based on the ratio prescribed in the merger agreement. The Company restricted stock units granted as a result of the conversion are subject to the same terms and conditions, such as vesting schedule and termination related vesting provisions, as the Core-Mark awards were subject to prior to their conversion. Upon termination of service due to death or disability on or after the first anniversary of the date of grant, the unvested portion of such Company restricted stock units will become fully vested and non-forfeitable on the date of such termination. Upon any other termination of employment, all unvested Company restricted stock units will be forfeited.

The following table shows the value to our NEOs of benefits provided (i) assuming termination outside a change in control period as of June 30, 2023, the last business day of fiscal 2023 (or, if inside a change in control period, where the change in control is not consummated) (“Eligible Termination”), (ii) assuming termination inside a change in control period as of June 30, 2023, the last business day of fiscal 2023 (“Change in Control”), (iii) upon a qualifying retirement as of June 30, 2023, the last business day of fiscal 2023 (“Retirement”), (iv) upon death as of June 30, 2023, the last business day of fiscal 2023 (“Death”) and (v) upon disability as of June 30, 2023, the last business day of fiscal 2023 (“Disability”).

The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms, or operation in favor of the NEOs. These include accrued but unpaid salary and distributions of vested plan balances under our 401(k) savings plan.

2023 Proxy Statement

71

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

	CASH SEVERANCE PAYMENT ($)(1)		CONTINUATION OF GROUP HEALTH PLANS ($)		VALUE OF EQUITY ACCELERATION UNDER 2015 OMNIBUS INCENTIVE PLAN ($)(2)		TOTAL ($)
GEORGE L. HOLM
Eligible Termination	4,660,401		15,497		—		4,675,898
Change in Control	8,260,401		15,497		21,185,685		29,461,583
Retirement	—		—		10,559,548		10,559,548
Death	—		—		16,035,045		16,035,045
Disability	—		—		16,616,782		16,616,782
H. PATRICK HATCHER
Eligible Termination	1,450,443		15,497		—		1,465,940
Change in Control	2,825,443		15,497		2,106,111		4,947,050
Retirement	—		—		410,429		410,429
Death	—		—		2,106,111		2,106,111
Disability	—		—		1,506,542		1,506,542
CRAIG HOSKINS
Eligible Termination	1,722,361		15,497		—		1,737,858
Change in Control	3,284,861		15,497		7,610,059		10,910,416
Retirement	—		—		2,997,687		2,997,687
Death	—		—		6,139,842		6,139,842
Disability	—		—		5,811,293		5,811,293
PATRICK T. HAGERTY
Eligible Termination	1,653,467		15,497		—		1,668,964
Change in Control	3,153,467		15,497		6,368,573		9,537,537
Retirement	—		—		1,999,463		1,999,463
Death	—		—		5,356,722		5,356,722
Disability	—		—		3,867,589		3,867,589
SCOTT MCPHERSON
Eligible Termination	1,681,075		10,106		—		1,691,181
Change in Control	3,206,120		10,106		1,576,601		4,792,827
Retirement	—		—		504,288		504,288
Death	—		—		2,174,062		2,174,062
Disability	—		—		1,913,825		1,913,825

(1)

For an Eligible Termination, cash severance payment represents (i) 2.0 times base salary as of the date of termination in the case of Mr. Holm and 1.5 times base salary as of the date of termination in the case of Messrs. Hatcher, Hoskins, Hagerty and McPherson and (ii) any annual bonus that has been earned but remains unpaid. For a Change in Control, cash severance payment represents (i) 2.0 times base salary as of the date of termination in the case of each of Messrs. Holm, Hatcher, Hoskins, Hagerty and McPherson, (ii) 2.0 times target bonus for each of Messrs. Holm, Hatcher, Hoskins, Hagerty and McPherson, and (iii) any annual bonus that has been earned but remains unpaid.

(2)

Amounts reported under “Retirement”, “Death” and “Disability” reflect the value of the acceleration of the grants under the 2015 Omnibus Incentive Plan upon a termination due to a qualifying retirement, death, or disability. See “Treatment of Equity Awards in Connection with a Change in Control or Qualifying Termination.” Amounts reported under “Change in Control” reflect the value of the acceleration of grants under the 2015 Omnibus Incentive Plan upon a qualifying termination following a “change in control”. The performance shares granted on August 18, 2020 reflect accelerated vesting for the Relative TSR awards at 186.30% of target performance. The performance shares granted on August 17, 2021, January 1, 2022, February 16, 2022, August 25, 2022 and September 2, 2022 reflect accelerated vesting for the Relative TSR awards above target for Retirement (on a pro-rata basis) and Disability and at target performance for Change in Control and Death. However, performance shares granted on August 17, 2021, January 1, 2022, February 2, 2022, August 25, 2022 and September 2, 2022 would pay out based on actual performance at the end of their respective performance periods.

72

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

As discussed above, Mr. Hope retired as the Company’s Executive Vice President and Chief Financial Officer effective December 31, 2022. For information on his consulting arrangement with the Company, see “Compensation Discussion and Analysis –- Summary of Consulting Agreement of Mr. Hope” above.

CEO PAY RATIO DISCLOSURE

For fiscal 2023, the annual total compensation of our CEO was $9,512,305 and the annual total compensation of our median employee, other than our CEO, was $75,257. As a result, we estimate the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee for fiscal 2023 was 126 to 1.

To identify the median employee, we used the following methodology:

●	We determined that, as of July 1, 2023, our employee population (including employees of our consolidated subsidiaries) totaled approximately 36,172 full-time, part-time and temporary employees in the U.S. and Canada. As permitted under SEC rules, we excluded from our employee population 88 associates who became employees of the Company during fiscal 2023 due to acquisitions completed during the fiscal year.
●	To identify the median employee from our employee population, we first determined the amount of each employee’s annual total compensation for fiscal 2023. For this purpose, annual total compensation refers to the sum of an employee’s annual salary and wages and fiscal 2023 bonus paid under the AIP. In making this determination, we annualized the compensation of any full-time employees who were hired in fiscal year 2023 but did not work for us for the entire fiscal year.
●	We then identified our median employee from our employee population by arraying and sorting our employee population from highest to lowest annual total compensation and then choosing the employee whose annual total compensation ranked in middle of the population.
●	After identifying our median employee, we calculated the annual total compensation for the median employee and for the CEO in the following manner: The median employee’s annual total compensation was calculated based on the same methodology used to determine our NEOs’ annual total compensation as reported in the Summary Compensation Table included on page 65 of this Proxy Statement plus the value of the median employee’s fiscal 2023 health and welfare benefits (i.e., $10,439). The annual total compensation of the CEO was based on the amount reported for the CEO in the “Total” column of our Summary Compensation Table included on page 65 of this Proxy Statement plus the value of the CEO’s fiscal 2023 health and welfare benefits (i.e., $24,762).

In calculating pay ratios, the SEC allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their pay ratios.

2023 Proxy Statement

73

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

PAY VERSUS PERFORMANCE

The following table provides information regarding “compensation actually paid” to the Company’s CEO and other NEOs along with the cumulative TSR of the Company and the S&P 400 Food, Beverage & Tobacco Index, the Company’s net income, and the Company’s Adjusted EBITDA which is considered the most important financial measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

								AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOs(2)			AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs(2)(5)			VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
YEAR		SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1)			COMPENSATION ACTUALLY PAID TO CEO(1)(5)									COMPANY TOTAL SHAREHOLDER RETURN(3)			PEER GROUP TOTAL SHAREHOLDER RETURN(3)			NET INCOME			ADJUSTED EBITDA(5)
Fiscal 2023		$	9,487,543		$	16,029,890		$	2,676,478		$	3,979,424		$	216.07		$	141.90		$	397.2		$	1,363.4
Fiscal 2022		$	8,660,511		$	8,228,369		$	3,245,862		$	3,196,126		$	169.80		$	127.29		$	112.5		$	1,019.8
Fiscal 2021		$	8,228,550		$	14,307,114		$	2,564,703		$	3,763,424		$	172.13		$	149.38		$	40.7		$	625.3

(2)

The amounts in these columns reflect the average Summary Compensation Table and average Compensation Actual Paid totals, respectively, for our non-CEO NEOs. For fiscal 2023, our non-CEO NEOs were Messrs. Hatcher, Hope, Hagerty, Hoskins and McPherson. For fiscal 2021 and 2022, our non-CEO NEOs were Messrs. Hope, Hagerty, Hoskins and King. See footnote 5 below for additional information on the calculation of “compensation actually paid.”

74

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

The following table details these adjustments.

				UNVESTED AWARDS					VESTED AWARDS
YEAR		EXECUTIVES		YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR AND OUTSTANDING AND UNVESTED AT YEAR END ($)		YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS AT YEAR END ($)			FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED DURING YEAR ($)		CHANGE AS OF VESTING DATE FROM PRIOR YEAR END OF PRIOR AWARDS THAT VESTED DURING YEAR ($)			DEDUCT FORFEITED AWARDS (FAIR VALUE AT END OF PRIOR YEAR) ($)			EQUITY AWARD ADJUSTMENT ($)
Fiscal 2023		CEO		7,211,752		4,890,740			-		746,381			(306,474	)		12,542,399
		Other NEOs		1,682,870		920,813			-		177,154			(87,833	)		2,693,004
Fiscal 2022		CEO		5,225,446		(258,337	)		-		(177,714	)		(221,502	)		4,567,893
		Other NEOs		1,881,048		(53,935	)		-		(39,573	)		(37,188	)		1,750,352
Fiscal 2021		CEO		7,720,265		2,682,515			-		1,102,538			(76,631	)		11,428,687
		Other NEOs		1,786,194		477,960			-		184,548			(12,368	)		2,436,334

RELATIONSHIP BETWEEN PAY AND FINANCIAL PERFORMANCE

The following charts provide a graphic representation of the relationship between compensation actually paid to the company’s CEO and other NEOs (as calculated above) and the performance measures included in the Pay versus Performance Table (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income, and Adjusted EBITDA).

2023 Proxy Statement

75

---

Table of Contents

TABULAR EXECUTIVE COMPENSATION DISCLOSURE

FINANCIAL PERFORMANCE MEASURES

The three items listed below represented the most important financial performance measures used by the Compensation Committee to link the “compensation actually paid” to our CEO and other NEOs in fiscal 2023 to Company performance, as further described in the “Cash Bonus Opportunities” and “Long-Term Equity Incentive Awards” sections of our Compensation Discussion and Analysis.

Adjusted EBITDA

Net Sales

Relative TSR

76

---

Table of Contents

The following table sets forth information as of July 1, 2023, regarding the Company’s equity compensation plans.

		NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1)		WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2)			NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS(3)
Equity compensation plan approved by stockholders
2007 Management Option Plan		588,155		$	19.13		—
2015 Omnibus Incentive Plan		752,286		$	27.62		3,916,455
Core-Mark 2019 Long-Term Incentive Plan		73,582			—		—

(1)	Relates to options outstanding under our 2007 Management Option Plan, 662,557 options, 16,362 restricted stock units, and 73,367 deferred stock units outstanding under our 2015 Omnibus Incentive Plan, and 73,582 restricted stock units outstanding under the Core-Mark 2019 Long-Term Incentive Plan.
(2)	The weighted-average exercise prices for the 2015 Omnibus Incentive Plan and Core-Mark 2019 Long-Term Incentive Plan exclude the impact of outstanding restricted stock units as they have no exercise price.
(3)	Relates to additional shares reserved for future awards under our 2015 Omnibus Incentive Plan. No further awards will be granted under the 2007 Management Option Plan or the Core-Mark 2019 Long-Term Incentive Plan.

2023 Proxy Statement

77