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SYSCO CORPORATION // 2024 Proxy Statement | 1 |
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SYSCO CORPORATION // 2024 Proxy Statement | 3 |
LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR |  |  |
Kevin Hourican Chair of the Board and Chief Executive Officer | Larry Glasscock Lead Independent Director |
 Kevin Hourican Chair of the Board and Chief Executive Officer |  Larry Glasscock Lead Independent Director |
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November 15, 2024 10:00 A.M. (Central Time) |
By telephone | See the instructions at www.proxyvote.com. |
By Internet | See the instructions at www.proxyvote.com. |
By mail | If you requested a paper copy of the Proxy Statement, complete the enclosed proxy card, including your signature and the date, and return in the enclosed postage-paid envelope. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on November 15, 2024 The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 29, 2024 are available at www.proxyvote.com. | ||
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Proposal | Board voting recommendation | Where to find more information |
Elect 11 directors for a one-year term (Item 1) | FOR each nominee | Page 18 |
Approve, on an advisory basis, the compensation paid to our named executive officers (Item 2) | FOR | Page 47 |
Approve the adoption of the Sysco Corporation 2025 Employee Stock Purchase Plan (Item 3) | FOR | Page 84 |
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025 (Item 4) | FOR | Page 89 |
Consider a stockholder proposal related to establishing a measurable, timebound targets for ensuring group sow housing for its private brand pork products (Item 5) | AGAINST | Page 90 |
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Name | Age | Director since | Experience | Independent | Committee Memberships(1) | Other Public Company Boards | |
 | Daniel J. Brutto | 68 | September 2016 | Former President, UPS International and Senior Vice President, United Parcel Service, Inc. | Yes | CGN Executive Sustainability* | •Illinois Tool Works Inc. |
 | Francesca DeBiase | 59 | November 2023 | Former Executive Vice President Chief Global Supply Chain Officer at McDonald’s Corporation | Yes | Audit Sustainability | •Norfolk Southern Corporation |
 | Ali Dibadj | 49 | January 2022 | Chief Executive Officer Janus Henderson Group plc | Yes | Audit Sustainability | •Janus Henderson Group plc |
 | Larry C. Glasscock(2) | 76 | September 2010 | Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc. (now Elevance, Inc.) | Yes | CLD CGN Executive | •Simon Property Group, Inc. |
 | Jill M. Golder | 62 | January 2022 | Former Senior Vice President and Chief Financial Officer Cracker Barrell Old Country Store, Inc. | Yes | Audit CLD Technology | •ABM Industries, Inc. |
 | Bradley M. Halverson | 64 | September 2016 | Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc. | Yes | Audit* CLD Executive | •Constellation Energy Corporation •Lear Corporation |
 | John M. Hinshaw | 54 | April 2018 | Former GMD Chief Operating Officer, HSBC Group Management Services, Ltd. | Yes | CGN* CLD Executive Technology | |
 | Kevin P. Hourican(3) | 51 | February 2020 | Chair of the Board and Chief Executive Officer, Sysco Corporation | No | Executive | •Tapestry, Inc. |
 | Roberto Marques | 59 | August 2024 | Former Director, Executive Chairman and CEO of Natura & Co. Holdings SA | Yes | Audit Sustainability | •Alcoa Corporation |
 | Alison Kenney Paul | 66 | January 2022 | Managing Director, Global Alliances Google, Inc. | Yes | CGN CLD* Executive | |
 | Sheila G. Talton | 71 | September 2017 | President and Chief Executive Officer of Gray Matter Analytics | Yes | CGN Sustainability Technology* Executive | •Deere & Company •OGE Energy Corp. |
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 | Accounting/ Audit/ Financial Reporting | |
 | 8 | |
 | Business Operations | |
 | 10 | |
 | Distribution/ Supply Chain | |
 | 7 | |
 | Executive Leadership/ Management | |
 | 11 | |
 | Finance | |
 | 10 | |
 | Foodservice Industry Experience | |
 | 4 | |
 | HR/ Human Capital Management/ Large Workforce | |
 | 9 | |
 | International/ Global | |
| 9 |
 | M&A/ Integration | |
 | 7 | |
 | Marketing/ Sales/ Merchandising | |
 | 6 | |
 | Public Company Board Service | |
 | 10 | |
 | Risk Oversight/ Management | |
| 10 | |
 | Strategy Development | |
| 10 | |
 | Sustainability/ Responsible Growth | |
| 6 | |
 | Digital Technology/ Cybersecurity | |
 | 5 |
 | Lead Independent Director |
| 15-year limit on director tenure |
| Annual Board and committee self-evaluations |
| Periodic 360-degree individual director performance evaluations |
| 90.9% of the Board nominees are independent |
| Annual election of all directors |
| No director may serve on more than four other boards and no audit committee member may serve on more than two other audit committees |
| Independent directors meet regularly without management present |
| Proxy access right |
| Stockholder right to call a special meeting |
| Significant stock ownership requirements for all directors and executive officers |
| Single class of voting stock |
| Regular engagement with stockholders |
| Majority voting standard |
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PEOPLE  | •Donated millions of meals to support communities globally in need and continued to make progress toward our global good goal to generate $500 million worth of good by 2025. •Invested in enhanced safety programs for all colleagues; with a focus on our front line warehouse and driver personnel; making safety a top priority for all leaders in the organization. |
PRODUCT  | •Launched One Planet. One Table. product offering, featuring the U.S. Foodservice Industry’s largest assortment of certified and sustainably focused products. •Published our first Sustainable Packaging Guidelines for Suppliers and held the inaugural Sysco One Planet. One Table. Sustainable Packaging Contest for suppliers focusing on reducing plastic in product packaging by substituting more sustainable packaging materials. |
PLANET  | •Advanced the Company’s fleet decarbonization program by introducing an additional 111 electric vehicles across North America and Sweden and using renewable diesel to significantly reduce emissions in California and Oregon. •Waste: We have made progress on our waste goal, improving diversion from 67% to 83% from fiscal year 2023 to June 2024 while reducing the costs of waste haulage. |
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Pay Element | Description | Fiscal Year 2024 Performance Process |
Base Salary | Cash | A fixed, competitive base salary intended to reflect the Named Executive Officer's ("NEO’s") position and responsibilities. Base salary helps to contribute to an overall competitive pay mix with an appropriate balance between fixed and variable pay elements. |
Annual Incentive Program | Cash | Variable component aimed at rewarding the achievement of annual performance objectives, consisting of the following performance measures: 70% Financial Measures, 20% Recipe for Growth SBOs; and 10% Responsible Growth SBOs. |
Long-Term Incentive Program | Performance Share Units 50% of LTIP opportunity | Enhance longer-term performance and compensation alignment by linking payouts to the achievement of financial goals and based 37.5% upon EPS, 37.5% upon ROIC and 25% on targeted revenue growth. The total number of shares earned by each NEO as a result of the Company’s performance with regard to these performance targets will be subject to adjustment based on the Company’s total shareholder return (“TSR”) during the performance period as compared to the S&P 500 companies. |
Restricted Stock Units 30% of LTIP opportunity | Strengthens retention over relevant time periods to help ensure consistency and execution of long-term strategies. | |
Stock Options 20% of LTIP opportunity | Closely align the executives’ interests with those of our stockholders, with realized value based on post-grant share price appreciation. Also, fosters retention through time vesting requirements. |
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BOARD COMPOSITION AND ACCOUNTABILITY: | |
Board Leadership | •Mr. Glasscock serves as Lead Independent Director to the Board of Directors •Each Board committee has an independent chair |
Board Refreshment & Director Tenure Policy | •Non-employee directors may not serve on the Board for more than 15 years •Five of our current independent directors have joined the Board in the past five years •Average tenure of the independent director nominees is five years |
Board Evaluations | •Annual Board and committee self-evaluations aim to increase Board effectiveness and inform future Board refreshment efforts •Periodic 360-degree performance evaluations of individual directors |
Director Independence | •At least a majority of our directors must meet the New York Stock Exchange (“NYSE”) criteria for independence, as well as the additional criteria set forth in our Corporate Governance Guidelines (the "Guidelines") •All members of the Audit, the CLD, and Governance Committees must be independent under the applicable standards of the NYSE and the Securities and Exchange Commission (“SEC”) •Our Board has determined that all director nominees, other than the CEO, are independent |
Annual Elections | •All of our directors are elected annually |
Risk Oversight | •The Board works through its committees and senior management to exercise oversight of the enterprise risk management process |
• | |
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STOCKHOLDER RIGHTS: | |
Proxy Access | •Stockholders who have beneficially owned 3% or more of our outstanding Common Stock continuously for at least three years may nominate a number of director nominees equal to the greater of two or 20% (rounded down) of the total number of directors constituting our Board, subject to applicable limitations and procedural requirements |
Right to Call Special Meeting | •Stockholders holding at least 25% of our outstanding Common Stock have the right to call a special meeting of stockholders, subject to applicable limitations and procedural requirements |
Action by Written Consent | •Stockholders having at least the minimum voting power required to take a corporate action may do so by a written consent in lieu of calling a stockholders meeting |
Majority Voting Standard | •Each of our directors is elected by a majority of the votes cast in an uncontested election •Any incumbent director who fails to receive more “for” than “against” votes must tender an offer to resign to the Board |
Single Voting Class | •We have only one class of stock, Common Stock, that is entitled to vote on the election of directors and other matters submitted to a vote of stockholders |
Stockholder Engagement | •We prioritize a program of regular engagement with our stockholders regarding matters of corporate governance, executive compensation and sustainability •Board leaders, including our Chair of the Board and CEO, the Lead Independent Director and the Chair of our Governance Committee, participate in stockholder engagement initiatives |
No Poison Pill | •We do not have a poison pill or similar stockholder rights plan |
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Audit Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Mr. Halverson (Chair) Ms. DeBiase Mr. Dibadj Ms. Golder Mr. Marques | •Oversees and reports to the Board with respect to various auditing and accounting matters, including the selection of the independent registered public accounting firm (the “Independent Auditors”), the scope of audit procedures, the nature of all audit and non-audit services to be performed by the Independent Auditors, the fees to be paid to the Independent Auditors, and the performance of the Independent Auditors; •Reviews Sysco’s accounting practices and policies; •Reviews and discusses with management certain treasury/finance matters, including the Company’s policies governing capital structure, debt limits, dividends, and liquidity, and reviews and recommends to the Board the issuance and repurchase of Company securities; •Assists the Board with its oversight and monitoring of the Company’s risk assessment and risk management policies and processes; •Oversees and reports to the Board with respect to compliance with legal and regulatory requirements, corporate accounting, reporting practices, and the integrity of the Company’s financial statements; and •In consultation with the Sustainability Committee, reviews with management the Company’s sustainability disclosures within the financial reporting framework, including the Annual Sustainability Report, the alignment of the Company’s financial reporting and sustainability disclosures and the internal controls and procedures related to sustainability disclosures, including any assurance being provided by the Independent Auditors or other third parties. The Board has determined that each member of the Audit Committee is independent, as defined in the NYSE’s listing standards, Section 10A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Guidelines. The Board has determined that each member of the Audit Committee is financially literate and that each of Messrs. Dibadj and Halverson and Ms. Golder meets the definition of an audit committee financial expert as defined in SEC rules. No Audit Committee member serves on the audit committees of more than two other public companies. | 10 |
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Compensation and Leadership Development Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Ms. Paul (Chair) Mr. Glasscock Ms. Golder Mr. Halverson Mr. Hinshaw | •Evaluates and approves executive compensation philosophies, policies, plans, and programs, including to ensure that compensation actions link pay and performance, provide a competitive pay opportunity to attract and retain key executive talent, provide accountability for short- and long-term performance, and align the interests of Sysco’s senior officers with the interests of stockholders; •Establishes and approves all compensation, including the corporate goals on which compensation is based, of the CEO and the other senior officers, including the NEO's; •Oversees the process for the evaluation of management, including the CEO; •Reviews and approves any clawback policy allowing the recoupment of compensation paid to colleagues, including the senior officers; •Reviews and approves all employment agreements, separation and severance agreements and other compensatory contracts, arrangements, perquisites and payments with respect to current or former senior officers; •Reviews and determines equity awards for all colleagues that participate in any incentive programs, and oversees management’s exercise of its previously delegated equity grant authority; •Reviews, approves, and recommends the establishment or amendment of any compensation or retirement program (i) in which any senior officer will participate, (ii) that requires stockholder approval, or (iii) that could reasonably be expected to have a material cost impact; •Reviews and discusses with the CEO the Company’s leadership development programs and succession planning for the other senior officers; •Evaluates the independence and any potential conflict of interest raised by the work of a compensation consultant, independent legal counsel or other advisor (whether retained by the CLD Committee or management) prior to selecting or receiving advice, taking into consideration all factors relevant to its independence from management, including any factors required by the NYSE or applicable law; and •Reviews the Company’s human capital policies and strategies. Except for decisions that impact the compensation of Sysco’s CEO, the CLD Committee is generally authorized to delegate any decisions it deems appropriate to a subcommittee. In such a case, the subcommittee must promptly report any action that it takes to the full CLD Committee. In addition, the CLD Committee may delegate to any one or more members of the Board its full equity grant authority (other than for grants made to Sysco’s senior officers). The CLD Committee has delegated such authority to the CEO with respect to certain non- executive employees, subject to specified limitations. For a detailed description of the CLD Committee’s processes and procedures for determining executive compensation, see the “Compensation Discussion and Analysis” section of this Proxy Statement below. The Board has determined that each member of the CLD Committee is independent as defined in the NYSE’s listing standards and the Company’s Corporate Governance Guidelines. COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of our CLD Committee is, or has at any time during the past year been, an officer or employee of Sysco or had any relationship requiring disclosure by Sysco under Item 404 of Regulation S-K. During fiscal year 2024, there were no situations where an executive officer of Sysco served on the compensation committee or board of another corporation that had an executive officer serving on Sysco’s Board of Directors or the CLD Committee. | 10 |
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Corporate Governance and Nominating Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Mr. Hinshaw (Chair) Mr. Brutto Mr. Glasscock Ms. Paul Ms. Talton | •Recommends to the Board nominees for election as directors and candidates for appointment to the Board’s committees; •Recommends to the Board candidates for appointment as senior officers of the Company; •Oversees the process for reviewing the performance of the members of the Board and its committees; •Recommends to the Board the compensation of non-employee directors; •Reviews related person transactions and reviews and makes recommendations regarding changes to Sysco’s Related Person Transaction Policy; •Reviews and makes recommendations regarding the organization and effectiveness of the Board and its committees, the conduct of meetings, and CEO succession planning; •Reviews and makes recommendations regarding changes to Sysco’s Global Code of Conduct, periodically reviews overall compliance with the Code, and approves any waivers to the Code given to Sysco’s executive officers and directors; •Monitors compliance with and approves waivers to Sysco’s Securities Trading Policy; and •Recommends to the Board a set of corporate governance guidelines applicable to the Company. The Board has determined that each member of the Governance Committee is independent as defined in the NYSE’s listing standards and the Company’s Guidelines. | 10 |
Primary Responsibilities | Fiscal Year 2024 Meetings | |
Mr. Brutto (Chair) Ms. DeBiase Mr. Dibadj Mr. Marques Ms. Talton | •Reviews and acts in an advisory capacity to the Board and management with respect to policies and strategies that affect Sysco’s role as a socially responsible organization; •Reviews, evaluates, and provides input on the development and implementation of Sysco’s sustainability strategy, including as it relates to the achievement of sustainability goals and objectives previously established by the Board; and •Reviews Sysco’s charitable, civic, educational, and business contributions and policies and practices related thereto. | |
Technology Committee | Primary Responsibilities | Fiscal Year 2024 Meetings |
Ms. Talton (Chair) Ms. Golder Mr. Hinshaw | •Reviews and acts in an advisory capacity to the Board and management with respect to those polices and strategies of the Company that affect the Company’s technology strategies; •Reviews material information technology (“IT”) projects and assesses whether and to what extent Sysco’s IT programs effectively support the Company’s business and strategic objectives; •Advises the Board with regard to significant IT matters; and •Supports the Board in its oversight of cybersecurity risk management efforts. | |
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BOARD OF DIRECTORS •Oversees Sysco’s enterprise risk management process to ensure it is consistent with the Company’s short- and long-term goals. •Considers enterprise risk in evaluating the Company’s strategy, including specific strategies, and emerging risks. •Monitors specific enterprise risks it has chosen to retain oversight, such as risks related to competitive threats, senior leadership succession planning, cybersecurity and business continuity. | |
Audit Committee •Reviews the process by which management assesses and manages the Company’s exposure to enterprise risk. •Makes recommendations about the process by which members of the Board and relevant committees will be made aware of the Company’s material enterprise risks. •Appoints and evaluates our Independent Auditors, reviews our internal controls over accounting, financial and sustainability reporting, and oversees our internal audit function, customer credit risk, and contingent liabilities that may be material to the Company. •Oversees risks related to legislative, regulatory and other matters, regarding sustainability reporting and disclosures. | Technology Committee •Oversees risks related to cybersecurity and data protection, and reviews management's policies, processes, and practices to identify, assess, monitor, management and mitigate such risks. •Receives comprehensive updates from management at least quarterly regarding the Company’s technology and cybersecurity programs. •Monitors new technologies, applications, and systems that relate to and/or affect our technology strategy or programs and reviews and makes. recommendations about the strategic benefit of material technology projects and various alternatives that support our technology strategy. | CLD Committee •Ensures our executive compensation policies and practices do not incentivize excessive or inappropriate risk-taking. •Oversees risks related to the Company’s human capital strategies, including senior leadership succession planning, leadership development, pay equity, culture, and diversity, equity, and inclusion. | Governance Committee •Ensures proper corporate governance standards are maintained, that the Board consists of qualified directors, and that qualified individuals are chosen as senior officers. •Monitors compliance with the Company’s Global Code of Conduct and Securities Trading Policy and oversees significant related person transactions and/ or risks related to potential conflicts of interest. | Sustainability Committee •Oversees risks related to environmental sustainability, food safety and quality assurance systems and social responsibility topics, jointly with the Audit Committee and the full Board. •Reviews, evaluates, and provides input on our sustainability strategy as it relates to the achievement of any sustainability goals. |
MANAGEMENT •Identifies, manages, and mitigates enterprise risks, and reports directly to the Audit Committee and the Board on a regular basis with respect to enterprise risk management. •Annually reviews with the Board the Board-level enterprise risks identified, such as strategic, operational, financial, external/regulatory, reputation, and emerging risks, as well as management’s process and resources needed for mitigating the potential effects of such risks. •Frequently discusses the prioritization of enterprise risks, assignment of risk owners responsible for ensuring risks remain within management’s risk tolerance and tracking and monitoring risk information. | |
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Director Qualifications |  |  |  |  |  |  |  |  |  |  |  |  | |
| Accounting/Audit/ Financial Reporting | | | | | | | | | 8 | |||
| Business Operations | | | | | | | | | | | 10 | |
| Distribution/Supply Chain | | | | | | | | 7 | ||||
| Executive Leadership/ Management | | | | | | | | | | | | 11 |
| Finance | | | | | | | | | | | 10 | |
| Foodservice Industry Experience | | | | | 4 | |||||||
| HR/Human Capital Management/Large Workforce | | | | | | | | | | 9 | ||
| International/Global | | | | | | | | | | 9 | ||
| M&A/Integration | | | | | | | | 7 | ||||
| Marketing/Sales/ Merchandising | | | | | | | 6 | |||||
| Public Company Board Service | | | | | | | | | | | 10 | |
| Risk Oversight/ Management | | | | | | | | | | | 10 | |
| Strategy Development | | | | | | | | | | | 10 | |
| Sustainability/Responsible Growth | | | | | | | 6 | |||||
| Digital Technology/ Cybersecurity | | | | | | 5 | ||||||
 | The Board of Directors unanimously recommends a vote “FOR” each of the nominees. |
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Age: 68 Director since: September 2016 Committees: •Corporate Governance & Nominating Committee •Sustainability Committee (Chair) •Executive Committee | DANIEL J. BRUTTO | |
Executive Experience: •Mr. Brutto served as President of UPS International and Senior Vice President of United Parcel Service, Inc. (“UPS”), from January 2008 until his retirement in June 2013. •Previously, he served as President, Global Freight Forwarding, for UPS from 2006 to 2007, and corporate controller from 2004 to 2006. •Mr. Brutto served as Executive Chairman of Radial, Inc., a privately held global fulfillment, customer care and technology company, from 2016 to 2017. | ||
Additional Leadership Experience and Service: •Served on the board of the US-China Business Council from 2008 until 2013. •Served on the Guangdong Economic Council from 2010 until 2013. •Served on the Turkey Economic Advisory Council from 2008 until 2013. •Delegate to the World Economic Forum, Davos, Switzerland, from 2009 to 2013. •Served on the board of UNICEF from 2009 until 2020. | ||
Other Public Company Board Experience: •Director of Illinois Tool Works Inc. since February 2012. | ||
Key Director Qualifications and Board Contributions: •During his close to 40-year career at UPS, Mr. Brutto held several leadership roles with increasing levels of responsibility. Through these roles, he garnered significant experience across strategy development, business operations, marketing and finance that allows him to offer valuable insight to the Board regarding the operation and oversight of a major global company. •Mr. Brutto’s experience at UPS provides him with significant knowledge of supply chain management and associated risk oversight, which brings an invaluable perspective to the Sysco Board as the Company navigates a complex global distribution network. •Through his tenure as a public company director at both Illinois Tool Works and Sysco, Mr. Brutto has gained valuable experience overseeing sustainability and Responsible Growth matters, positioning him well as the Chair of our Sustainability Committee. | ||
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Age: 59 Director since: November 2023 Committees: •Audit Committee •Sustainability Committee | FRANCESCA DEBIASE | |
Executive Experience: •Ms. DeBiase served as Corporate Executive Vice President, Chief Global Supply Chain Officer of McDonald’s Corporation (“McDonald’s”) from October 2020 until she retired in August 2022. •Previously, she served as McDonald’s Executive Vice President, Chief Global Supply Chain and Sustainability Officer from April 2018 to September 2020 and as Senior Vice President, Chief Global Supply Chain and Sustainability Officer from April 2015 to April 2018. •Prior to these roles and since joining McDonald’s in 1991, Ms. DeBiase held several management roles in McDonald’s supply chain and finance organizations in the U.S. and internationally. •Ms. DeBiase began her career as an Auditor in the retail and consumer products industry with Ernst & Young in 1988. | ||
Additional Leadership Experience and Service: •Member of the Board of Advisors of AWESOME (Achieving Women’s Excellence in Supply Chain Operations, Management and Education) since 2020. •Board member of The Chicago Network since 2021. •Member of The Belizean Grove since 2018. •Member of the Board of Governors of the Metropolitan Planning Council, Chicago, Illinois, from 2018 to 2022. •Member of the Board of Advisors, Quinlan School of Business at Loyola University Chicago from 2018 to 2021. •Executive Sponsor to McDonald’s Women’s Leadership Network from 2015 to 2021. •Advisory Board member for the Loyola University Supply and Value Chain Center from 2014 to 2017. •Member of the Board of The Chicago council on Global Affairs from 2020 to the end of 2023. •Member of the Board of Directors of Hephzibah Children’s Association, Oak Park, Illinois, from 2010 to 2018. | ||
Other Public Company Board Experience: •Director of Norfolk Southern Corporation (a transportation company) since July 2023. | ||
Key Director Qualifications and Board Contributions: •During her more than 30-year career at McDonald’s and her time with Ernst & Young, Ms. DeBiase accumulated significant experience in accounting and auditing and corporate finance, culminating in her service as McDonald’s Senior Director of European Finance from 2002 to 2005. •Through her experience at McDonald’s, Ms. DeBiase also developed deep expertise in supply chain and sustainability, pioneering the development of a combined supply chain/sustainability operation, and garnered significant experience with international business through residing in Europe during her service in roles of increasing responsibility from 1996 to 2006, including: Chief European Supply Chain Officer; Senior Director, Europe Finance; Director, Central & Eastern Europe, Finance, Franchising and Human Resources; and Chief Finance Director and Head of IT and Supply Chain (McDonald’s Poland). •Ms. DeBiase gathered significant board room experience, serving for five years as management’s representative for the Sustainability and Corporate Responsibility Committee of the McDonald’s board of directors and regularly attending meetings of the board to present on strategic plans and lead discussions of supply chain, enterprise risk and sustainability matters. | ||
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Age: 49 Director since: January 2022 Committees: •Audit Committee •Sustainability Committee | ALI DIBADJ | |
Executive Experience: •Mr. Dibadj has served as the CEO of Janus Henderson Group plc (“Janus”) since June of 2022. •Previously, he served as the CFO and/or Head of Finance and then as CFO and Head of Strategy from April 2020 until June 2022 at AllianceBernstein Holding L.P. (“AB”). •Prior to this role, Mr. Dibadj held several roles with AB since 2006, including Senior Research Analyst, where he was ranked #1 12 times for his coverage of consumer companies. •Before joining AB, Mr. Dibadj spent almost a decade in management consulting, including roles at McKinsey & Company and Mercer Oliver Wyman (now known as Oliver Wyman). | ||
Other Public Company Board Experience: •Director of Janus since June 2022, when he was selected as the new CEO. | ||
Key Director Qualifications and Board Contributions: •Mr. Dibadj has substantial experience in finance and accounting, executive leadership, communications, investor relations, risk management, mergers and acquisitions and strategy development gained through his tenure as CEO of Janus Henderson and as CFO and Head of Strategy at AB. •From his role as CEO at Janus, and through his prior role as CFO and Head of Strategy of AB, Mr. Dibadj has extensive background in overseeing the strategic direction and overall day-to-day management of global asset management businesses. These responsibilities have allowed him to bring an invaluable perspective to his role on the Sysco Board and the Audit and Sustainability Committees, including on matters related to corporate governance, sustainability and executive compensation. •Mr. Dibadj’s familiarity with the consumer sector gained through his time as a highly recognized consumer research analyst provides a unique skillset to the Board and improves its oversight capabilities with regard to corporate strategy. | ||
Age: 76 Director since: September 2010 Lead Independent Director since: April 2024 Committees: •Corporate Governance and Nominating Committee •Compensation and Leadership Development Committee •Executive Committee | LARRY C. GLASSCOCK | |
Executive Experience: •Mr. Glasscock formerly served as the Chairman of WellPoint, Inc. (now Elevance Health, Inc.), a healthcare insurance company, from 2005 to 2010. He served as the President and CEO of WellPoint, Inc. from 2004 to 2007. •Prior to WellPoint, Inc., he was the President and CEO of Anthem, Inc. (now Elevance Health, Inc.) from 2001 to 2004, and also served as the Chairman from 2003 to 2004. •Mr. Glasscock previously served as COO of CareFirst, Inc., President and CEO of Group Hospitalization and Medical Services, Inc., President and COO of First American Bank, N.A., and President and CEO of Essex Holdings, Inc. | ||
Other Public Company Board Experience: •Director of Simon Property group since 2010, including in the role of Lead Independent Director since March 2014. •Director of Zimmer Biomet Holdings from 2001 until May 2021, including in the role of Independent Chairman from May 2013 to May 2021. •Director of Sprint Corporation from August 2007 to July 2013. •Chairman of WellPoint, Inc. (now Elevance, Inc.) from November 2005 to March 2010 (served as Chairman and CEO from November 2004 to June 2007). •Chairman of Anthem, Inc. (now Elevance, Inc.) from May 2003 to November 2004 (served as CEO from July 2001 to November 2004). | ||
Key Director Qualifications and Board Contributions: •Mr. Glasscock brings insightful experience to the Board regarding customer-focused, successful growth strategies gained through his time at Elevance, Inc., where he played a major role in transforming the company from a regional health insurer into a national healthcare leader. •Throughout his career, he has developed expertise in understanding the successful integration of corporate cultures and the associated team building and human capital development, a vital perspective for the Board when evaluating acquisition targets. •Through his executive experiences, he has built a strong understanding of effective team building and human capital development, which are extremely valuable to Sysco, as management development and succession planning remain top priorities of executive management and the Board. •Mr. Glasscock also brings considerable financial experience, gained during his time supervising the CFOs of major corporations and earlier in his career, serving as a bank officer lending to major corporations. •Mr. Glasscock has significant experience as a public company director and as a member of various committees related to important board functions, including audit, finance, governance and compensation. | ||
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Age: 62 Director since: January 2022 Committees: •Audit Committee •Compensation and Leadership Development Committee •Technology Committee | JILL M. GOLDER | |
Executive Experience: •Ms. Golder served as Senior Vice President and CFO of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”) from June 2016 to December 2020. •Previously, she served in finance leadership roles at Ruby Tuesday, Inc. (“Ruby Tuesday”), including as Executive Vice President and CFO from June 2014 to April 2016. •Prior to that, Ms. Golder spent 23 years at Darden Restaurants, Inc., where she served in finance positions of increasing responsibility for several Darden brands, including Senior Vice President of Finance for Olive Garden, Smokey Bones, Specialty Restaurant Group and Red Lobster. | ||
Additional Leadership Experience and Service: •Director on the Board of MOD Superfast Pizza Holdings, LLC, a private company from April 2021 through March 2024. | ||
Other Public Company Board Experience: •Director on the Board for ABM Industries, Inc. since September 2019. •Director for IZEA Worldwide, Inc. from May 2015 to September 2019 and March 2021 to December 2021. | ||
Key Director Qualifications and Board Contributions: •Through her roles at both Cracker Barrell and Ruby Tuesday, Ms. Golder has significant executive leadership experience within the foodservice industry, enabling her to provide expert insight to the Board and guidance to our management team. •Ms. Golder’s deep expertise in the areas of accounting, audit and financial reporting are integral to her role on the Audit Committee, and her experience across investor relations, distribution, supply chain and risk management enables her to provide invaluable insight to the Board on the Company’s strategic focus areas. | ||
Age: 64 Director since: September 2016 Committees: •Audit Committee (Chair) •Compensation and Leadership Development Committee •Executive Committee | BRADLEY M. HALVERSON | |
Executive Experience: •Mr. Halverson spent the majority of his nearly 30-year career at Caterpillar, Inc. (“Caterpillar”), most recently serving as Group President, Financial Products and Corporate Services and CFO from January 2013 until his retirement in May 2018. •From 1998 until 2012, Mr. Halverson served in various leadership roles at Caterpillar, including Corporate Controller (2007-2010) and Vice President, Financial Services Division (2010-2012). •Prior to these roles, Mr. Halverson spent some time outside of the United States from 1993 to 1996 with Caterpillar Overseas, S. A., where he was a strategy and planning consultant and then a controller in Europe. •Before joining Caterpillar in 1988, Mr. Halverson gained experience working for PricewaterhouseCoopers LLP. | ||
Additional Leadership Experience and Service: •Mr. Halverson currently serves as a member of the Board of Trustees of the Easterseals Central Illinois Foundation. •Served as Chairman of the Board of Directors of Easterseals Central Illinois and as Treasurer of the Easterseals Central Illinois Foundation. •Served on the OSF St. Francis Medical Center Community Foundation Board. •Served as a member of the Executive Committee of the U.S. Chamber of Commerce. | ||
Other Public Company Board Experience: •Director for Constellation Energy Corporation since February 2022. •Director for Lear Corporation since June 2020. •Director and Chair of the Audit Committee for Satellogic, Inc. from January 2022 until September 2024. | ||
Key Director Qualifications and Board Contributions: •During the course of his nearly 30-year career with Caterpillar and his time with PricewaterhouseCoopers LLP, Mr. Halverson developed deep expertise in accounting, financial reporting and corporate finance, which equips him to bring his valuable perspective to the Board, particularly through his role as Audit Committee Chair. •Mr. Halverson’s significant experience in the areas of executive leadership and management, corporate strategy development, mergers and acquisitions, risk management, information technology systems oversight and international business, gained through his senior roles at Caterpillar, allow him to exercise effective oversight of Sysco’s management team’s strategic execution, as well as the Company’s human capital management initiatives. | ||
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Age: 54 Director since: April 2018 Committees: •Corporate Governance & Nominating Committee (Chair) •Compensation and Leadership Development Committee •Executive Committee •Technology Committee | JOHN M. HINSHAW | |
Executive Experience: •Mr. Hinshaw served as Group Chief Operating Officer of HSBC Group Management Services, Ltd. from February 2020 until September 2024. •Previously, Mr. Hinshaw served as the Executive Vice President, Technology and Operations, of Hewlett Packard Company (“Hewlett Packard”) from November 2011 to November 2015, at which time he joined Hewlett Packard Enterprise Company (spun-off from Hewlett Packard) as the Executive Vice President, Technology and Operations and Chief Customer Officer, serving in such capacity until October 2016. •Prior to joining Hewlett-Packard, Mr. Hinshaw served as Vice President and General Manager for Boeing Information Solutions at The Boeing Company (“Boeing”) from 2010 to 2011, and before that, as Chief Information Officer from 2007 to 2010, leading Boeing’s companywide corporate initiative on information management and information security. •Mr. Hinshaw also spent 14 years at Verizon Communications where, among several senior roles of increasing responsibility, he served as Senior Vice President and Chief Information Officer of Verizon Wireless, overseeing the IT function of the wireless carrier. | ||
Additional Leadership Experience and Service: •Member of the Board of Directors of Illumio, Inc. (a cyber security company) since October 2018 and a member of the Board of Directors of Single Store, Inc. (a private database company) since September 2024. •Mr. Hinshaw is also the Proprietor of Blackbird Vineyards LLC (a wine company). | ||
Other Public Company Board Experience: •Director of DocuSign, Inc. from December 2014 to May 2020 (publicly listed in April 2018). •Director of The Bank of New York Mellon Corporation (“The Bank of New York Mellon”) from September 2014 to December 2019. | ||
Key Director Qualifications and Board Contributions: •Mr. Hinshaw’s tenure in leadership roles with global public companies in industries deeply rooted in technology provides him with insight and hands-on experience with the operations of large, complex organizations and expertise in both information technology and management, enabling him to effectively oversee Sysco management, especially with regard to the execution of business technology initiatives that are vital to maintaining our global distribution and supply chain network. •Mr. Hinshaw also gained extensive public company board experience through his service as a member of the Board of Directors of The Bank of New York Mellon from September 2014 to December 2019 and DocuSign, Inc. from December 2014 to May 2020 (publicly listed in April 2018), providing him with valuable insight into corporate governance, sustainability and executive compensation matters. | ||
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Age: 51 Director since: February 2020 Chair of the Board since: April 2024 Committees: •Executive Committee (Chair) | KEVIN P. HOURICAN | |
Executive Experience: •Mr. Hourican has served as Sysco’s Chair of the Board and CEO since April 2024, and previously served as President and CEO and a member of Sysco’s Board from February 2020 until April 2024, leading the Company’s large-scale, customer-focused and growth-related transformation, aimed at further improving the way Sysco supports its customers and accelerating profitable sales growth. Since Mr. Hourican joined Sysco, the Company’s focus on elevating customer experience, expanding our specialty distribution reach, and penetrating new international markets has resulted in consistent market share gains and record-breaking financial performance. •Prior to Sysco, he served as Executive Vice President of CVS Health Corporation, a premier health innovation company, and President of CVS Pharmacy, overseeing CVS Health’s $85 billion retail business, including 9,900 retail stores and over 200,000 employees, as well as merchandising, marketing, supply chain, real estate, front store operations, pharmacy growth, pharmacy clinical care and pharmacy operations. •Prior to joining CVS Health, Mr. Hourican held executive leadership roles at Macy’s | ||
Key Director Qualifications and Board Contributions: •Through these various operations and management positions within CVS and Macy’s, Mr. Hourican has acquired extensive experience and knowledge in the areas of executive leadership and management, corporate strategy development, distribution and supply chain management, merchandising and marketing. •The Corporate Governance and Nominating Committee and the Board believe that it is appropriate and beneficial to Sysco to have its CEO serve as management’s voice on the Board. | ||
Other Public Company Board Experience and Business Organizations: •Director of Tapestry, Inc. since February 2024 •Member of the Wall Street Journal CEO Council since 2020 •Member of the Business Roundtable since 2020 | ||
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Age: 59 Director since: August 2024 Committees: •Audit Committee •Sustainability Committee | ROBERTO MARQUES | |
Executive Experience: •Mr. Marques served as a director, then Executive Chairman and CEO of Natura & Co. Holdings SA, a Brazilian global personal care cosmetic company, from 2016 until 2022. •Prior to that he served as Executive Vice President and President, North America at Mondelēz International Inc. from 2015 to 2017. •Mr. Marques served for over 25 years at Johnson & Johnson in various global and senior executive positions in Latin America, North America and European regions. | ||
Additional Leadership Experience and Service: •Serves on the board of We Mean Business Coalition, a global non-profit organization supporting businesses on climate change actions. •Serves on the Board of the United States Tennis Association Foundation. •Served on the board of the United Nations Global Compact Board. •Served as Senior Advisor of the Carlyle Group. •Served as a director of the Grocery Manufacturing Association. •Served as a director for the Brazil-U.S. Business Council in the U.S. Chamber of Commerce. | ||
Other Public Company Board Experience: •Director of Alcoa Corporation since July 2023. | ||
Key Director Qualifications and Board Contributions: •During his tenure at Natura, a purpose-driven cosmetic group, Mr. Marques established a unique direct to customer, omnichannel experience with a strong digital/e-commerce platform in a relationship selling model. Mr. Marques gained deep expertise in sustainability while at Natura and through his service on the board of the We Mean Business Coalition as well as past roles with the United Nations Global Compact Board and the World Economic Forum. •As Executive Vice President and President for North America at Mondelēz International, a company that globally markets snacking brands from Kraft, Nabisco, Cadbury, among others, Mr. Marques gained deep, global foodservice experience. •During his more than 25 years at Johnson & Johnson, Mr. Marques gained deep expertise mainly in Consumer Global managing roles, with sales, marketing, and supply chain operations. | ||
Age: 66 Director since: January 2022 Committees: •Compensation and Leadership Development Committee (Chair) •Corporate Governance & Nominating Committee | ALISON KENNEY PAUL | |
Executive Experience: •Ms. Paul has served as Managing Director, Global Alliances of Google, Inc. since August 2021. •Previously, she served Deloitte as Vice Chairman and Leader of the U.S. Retail and Wholesale Distribution practice from August 2008 to June 2021, and as a Senior Manager in the Consumer and Retail Industry focusing on Strategy and Operations from 2002 to August 2008. | ||
Additional Leadership Experience and Service: •Member of the National Board of Girls, Inc., since October 2017. Girls, Inc. is a not-for-profit organization serving over 150 thousand girls ages 6 to 18 each year. •Member of the International Women's Forum, SoCal Membership Committee. •Served as a member of Deloitte's Nominating Committee. •Served as a member of the National Retail Federation Board of Directors. •Co-Founder and President of the CPG/Retail industry organization Network of Executive Women (Now NextUp). | ||
Key Director Qualifications and Board Contributions: •Throughout her career at both corporations and professional services firms, as well as early- and mid-stage startups, Ms. Paul has developed extensive experience in the areas of executive leadership, finance, human resources, talent management, global operations, marketing, sales and merchandising, strategy development and digital technology and cybersecurity. •Ms. Paul’s leadership of a global technology-driven team and her years of experience advising leading consumer product industry companies on business development, strategic, and marketing initiatives position her to deliver insightful guidance to the Board and management team on Sysco’s strategic growth initiatives. | ||
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Age: 71 Director since: September 2017 Committees: •Corporate Governance and Nominating Committee •Sustainability Committee •Executive Committee •Technology Committee (Chair) | SHEILA G. TALTON | |
Executive Experience: •Ms. Talton currently serves as the President and CEO of Gray Matter Analytics, a firm focused on data analytics consulting services in the healthcare industry. •Previously, she served as President and CEO of SGT Ltd., a firm that provides strategy and technology consulting services in the financial services, healthcare and technology business sectors, from 2011 to 2013. •From 2008 to 2011, Ms. Talton served as Vice President, Office of Globalization, for Cisco Systems, Inc. •Prior to that time, she held other leadership positions at Cisco Systems, Inc., Electronic Data Systems Corporation and Ernst & Young, LLP. | ||
Additional Leadership Experience and Service: •Congressional appointee on the U.S. White House Women’s Business Council. •Board member of Chicago’s Northwestern Hospital Foundation. •Board member of the Chicago Shakespeare Theater. •Board member of the Chicago Urban League. | ||
Other Public Company Board Experience: •Director of Deere & Company since 2015. •Director of OGE Energy Corp. since 2013. •Director of Wintrust Financial Corporation from 2012 to 2019. •Director of ACCO Brands Corporation from 2010 to 2015. | ||
Key Director Qualifications and Board Contributions: •Ms. Talton has extensive experience in executive leadership roles within the information technology system and cybersecurity industries, providing her with a valuable perspective on Sysco’s business technology initiatives and the Board’s approach to privacy and cybersecurity risk oversight. This experience is particularly impactful in Ms. Talton’s role as Chair of Sysco’s Technology Committee. •Ms. Talton has served as an independent director for multiple public companies since 2010, which has provided her with extensive experience in executive compensation, corporate governance, risk management and audit and finance matters. | ||
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Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | Other Compensation ($)(6) | Total ($) |
Daniel J. Brutto | 127,500 | 204,943 | — | — | 332,443 |
Francesca DeBiase(7) | 82,500 | 204,943 | — | — | 287,443 |
Ali Dibadj | 107,500 | 204,943 | — | — | 312,443 |
Larry C. Glasscock(8) | 147,500 | 204,943 | — | — | 352,443 |
Jill M. Golder | 107,500 | 204,943 | — | — | 312,443 |
Bradley M. Halverson | 136,250 | 204,943 | — | — | 341,193 |
John M. Hinshaw | 112,500 | 204,943 | — | — | 317,443 |
Hans-Joachim Koerber(9) | 52,500 | — | — | — | 52,500 |
Alison Kenney Paul | 127,500 | 204,943 | — | — | 332,443 |
Edward D. Shirley(10) | 357,500 | 204,943 | — | — | 562,443 |
Sheila G. Talton | 127,500 | 204,943 | — | — | 332,443 |
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Aggregate Unvested Stock Awards Outstanding as of June 29, 2024 | |
Daniel J. Brutto | 2,900 |
Francesca DeBiase | 2,900 |
Ali Dibadj | 2,900 |
Larry C. Glasscock | 2,900 |
Jill M. Golder | 2,900 |
Bradley M. Halverson | 2,900 |
John M. Hinshaw | 2,900 |
Hans-Joachim Koerber | — |
Alison Kenney Paul | 2,900 |
Edward D. Shirley | 2,900 |
Sheila G. Talton | 2,900 |
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Name | Title | Age |
Kevin P. Hourican* | Chair of the Board and Chief Executive Officer | 51 |
Greg D. Bertrand* | Executive Vice President, Global Chief Operating Officer | 60 |
Kenny K. Cheung* | Executive Vice President and Chief Financial Officer | 42 |
Victoria L. Gutierrez | Senior Vice President, Chief Merchandising Officer | 39 |
Jennifer L. Johnson | Senior Vice President and Chief Accounting Officer | 51 |
Gregory S. Keller | Senior Vice President, National Accounts - Sysco, SYGMA and Guest Worldwide | 54 |
Eve M. McFadden | Senior Vice President, Legal, General Counsel and Corporate Secretary | 48 |
Thomas R. Peck, Jr.* | Executive Vice President, Chief Information and Digital Officer | 57 |
Ronald L. Phillips* | Executive Vice President and Chief Human Resources Officer | 59 |
Daniel T. Purefoy | Senior Vice President, Chief Supply Chain Officer | 55 |
Neil A. Russell, II | Senior Vice President, Corporate Affairs and Chief Administrative Officer | 53 |
Age: 60 Executive Officer since: July 2016 | GREG D. BERTRAND | |
Biography: Mr. Bertrand has served as Sysco’s Executive Vice President and Global Chief Operating Officer since September 2003. Previously, he served as Sysco’s Executive Vice President, U.S. Foodservice Operations from July 2018 to September 2023, as Senior Vice President, U.S. Foodservice Operations from July 2016 to July 2017, Senior Vice President, Foodservice Operations (West) from August 2015 to July 2016, Senior Vice President, Merger Integration Deployment from November 2014 to August 2015, and Senior Vice President, Business Process Integration from March 2014 to November 2014. Mr. Bertrand began his Sysco career in 1991 as a Marketing Associate at Sysco Chicago, where he advanced through several sales leadership positions before becoming Vice President-Sales in 1997 and Senior Vice President-Sales in 1998. He was promoted to Executive Vice President in 1999. In 2005, he was named President-Sysco Eastern Wisconsin. He became President-Sysco Chicago in 2008 and took on the added responsibilities of leading Sysco Eastern Wisconsin and Sysco Baraboo in 2009. He was promoted to Market Vice President-Midwest in 2010 and then to Senior Vice President – Foodservice Operations (West) in July 2012. | ||
Age: 42 Executive Officer since: April 2023 | KENNY K. CHEUNG | |
Biography: Mr. Cheung has served as Sysco’s Executive Vice President and Chief Financial Officer since April 2023. As CFO, he is responsible for Sysco’s Financial Planning & Analysis, Accounting, Audit, Tax and Corporate Finance departments. Previously, he served as Executive Vice President, Chief Financial Officer at The Hertz Corporation, a global car rental company from September 2020 to March 2023. From December 2018 to September 2020, Mr. Cheung served in various leadership roles at Hertz including Executive Vice President, Chief Operational Officer Finance and Restructuring Officer, Senior Vice President and Chief Financial Officer, North America and Senior Vice President, Global Financial Planning and Analysis. Before joining Hertz, Mr. Cheung spent a decade with Nielsen Holdings, PLC, most recently as Global Chief Audit Executive from May 2017 to December 2018 and prior to that Regional Chief Operating Officer October 2014 to May 2017 and Regional Chief Financial Officer from July 2012 to October 2014. Mr. Cheung began his career at General Electric working within the finance department supporting supply chain, operations and FP&A from 2005 to 2007. Mr. Cheung received a Bachelor of Science degree in finance from the University of Maryland and a Master’s of Business Administration degree from Washington University in St. Louis, Missouri. | ||
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Age: 39 Executive Officer since: October 2023 | VICTORIA L. GUTIERREZ | |
Biography: Ms. Gutierrez has served as Senior Vice President, Chief Merchandising Officer since August 2022. Previously, she served as Vice President of Category Management after joining Sysco in July 2021. Prior to joining Sysco, Ms. Gutierrez was a Partner with the Boston Consulting Group (“BCG”) from September 2014 to June 2021, serving as a lead member of BCG’s Retail, Large Scale Change and Operations practices, as well as a firm expert in transformation management, merchandising analytics and private brands. Before joining BCG, she held several positions in the beverage industry as a certified sommelier and entrepreneur. Ms. Gutierrez holds a Master of Business Administration degree from Massachusetts Institute of Technology’s Sloan School of Management and a B.S. with Honors from Northwestern University. | ||
Age: 51 Executive Officer since: October 2023 | JENNIFER L. JOHNSON | |
Biography: Ms. Johnson has served as Sysco’s Senior Vice President and Chief Accounting Officer since October 2023. Previously, she served as Corporate Vice President and Principal Accounting Officer of FedEx Corporation (“FedEx”) from October 2021 to October 2023, Corporate Vice President and Principal Accounting Officer – Elect from August 2021 to September 2021 and Staff Vice President and Corporate Controller from 2015 to 2021. Ms. Johnson was Vice President – Accounting of FedEx Corporate Services, Inc. from 2013 to 2015. Prior to that, she held various positions in the financial reporting group at FedEx from 2005 through 2013, including Staff Director – Financial Reporting from 2011 through 2013. Ms. Johnson holds bachelor’s and master’s degrees of professional accountancy from Mississippi State University and is a certified public accountant. | ||
Age: 54 Executive Officer since: September 2023 | GREGORY S. KELLER | |
Biography: Mr. Keller has served as Senior Vice President, National Accounts - Sysco, SYGMA and Guest Worldwide since September 2023. Previously, he served as Senior Vice President, National Sales from November 2021 to September 2023, served as Senior Vice President, Sales from November 2020 to November 2021, served as Senior Vice President, National Sales and President, SYGMA from February 2019 to November 2020, served as Vice President, Sysco, National Restaurants and President, SYGMA from November 2018 to February 2019, Vice President, Sysco and President SYGMA from January 2015 to November 2018 and President, SYGMA from July 2013 to December 2015. Mr. Keller began his career at SYGMA since August 2000 and has held a variety of sales, leadership and executive roles with increasing responsibility within Sysco. | ||
Age: 48 Executive Officer since: February 2019 | EVE M. MCFADDEN | |
Biography: Ms. McFadden serves as Sysco’s Senior Vice President, Legal, General Counsel & Corporate Secretary with responsibility over the company’s legal, compliance, ethics, enterprise risk management, and business continuity functions. Ms. McFadden began her career at Sysco as Corporate Counsel – Employment and held various positions in the legal department prior to her promotion to VP, Legal, General Counsel & Corporate Secretary in February 2019. From December 2007 to December 2008, Ms. McFadden worked for ABM Industries Incorporated, a facility management company, as Assistant General Counsel. Ms. McFadden also worked as an Associate for the law firm Littler Mendelson, P.C. from October 2003 to December 2007 and began her law career as an Associate for Karr Tuttle Campbell in Seattle, Washington. Ms. McFadden graduated with honors from the University of Texas School of Law and holds an undergraduate degree in Political Science from the University of Washington. | ||
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Age: 57 Executive Officer since: January 2021 | THOMAS R. PECK, JR. | |
Biography: Mr. Peck has served as Sysco’s Executive Vice President & Chief Information and Digital Officer since January 2021. Prior to joining Sysco, Mr. Peck served as Executive Vice President, Chief Information and Digital Officer for Ingram Micro Inc. from March 2018 to December 2020. He previously served as Senior Vice President and Global Chief Information Officer of AECOM, a global infrastructure consulting firm, from September 2012 to March 2018 and Global Leader Procurement and Travel of AECOM from May 2014 to March 2017. Prior to joining AECOM, Mr. Peck held several senior level positions with Levi Strauss & Company from September 2008 to September 2012, MGM Resorts (formerly MGM MIRAGE) from March 2006 to August 2008 and General Electric Company from August 1998 to March 2006. Mr. Peck began his career as an officer of the United States Marine Corps. Mr. Peck holds a Master of Science in Management from the Naval Postgraduate School and a Bachelor of Science in Economics from the United States Naval Academy. In addition, Mr. Peck was inducted into the CIO Hall of Fame in 2015. | ||
Age: 59 Executive Officer since: May 2021 | RONALD L. PHILLIPS | |
Biography: Mr. Phillips has served as Sysco’s Executive Vice President and Chief Human Resources Officer since May 2021. Prior to joining Sysco, Mr. Phillips served as Senior Vice President, Human Resources, Retail, Omnicare and Enterprise Modernization for CVS Health Corporation, a premier health innovation company, from October 2018 to April 2021. He previously served as Chief People Officer for Carnival Cruise Line from October 2015 to October 2018 and Chief Human Resources Officer for New York Presbyterian Hospital System from September 2013 to September 2015. Prior to joining New York Presbyterian, Mr. Phillips joined Comcast Corporation and served in various roles of increasing responsibility, including as Senior Vice President of Human Resources from October 2009 to November 2012, Divisional Vice President of Human Resources from March 2007 to October 2009, and Regional Vice President of Human Resources from September 2004 to March 2007. He also served as Senior Human Resources Manager with Ryder System, Inc. from July 2003 to September 2004 and began his career as a Division Director of Human Resources at McDonald’s Corporation from May 1997 to July 2003. Mr. Phillips earned a Bachelor of Arts degree in Sociology and Administration of Justice from Virginia State University and a J.D. from the University of Richmond School of Law. | ||
Age: 55 Executive Officer since: September 2023 | DANIEL J. PUREFOY | |
Biography: Mr. Purefoy has served as Sysco’s Senior Vice President, Chief Supply Chain Officer since September 2023. Previously, he served as Chief Supply Chain Operations Officer from August 2022 to September 2023. Prior to joining Sysco, Mr. Purefoy served as Senior Vice President, Global Operations and Head of Diversity & Inclusion for Capri Holdings Limited (“Capri”), a multinational fashion holding company, from March 2020 to July 2022 and as Division Vice President, Global Procurement, Engineering & Strategy for Capri from October 2014 to March 2020. Before joining Capri, Mr. Purefoy served in engineering roles of increasing responsibility with The Home Depot, Inc. from December 2008 to September 2014, and Dell, Inc. from August 2005 to November 2008. He began his career as an officer for the U.S. Army with leadership positions in Engineering, Personnel and Operations. Mr. Purefoy earned a Bachelor of Science in Civil Engineering degree from Howard University and a Master of Business Administration degree from Emory University. | ||
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Age: 53 Executive Officer since: January 2023 | NEIL A. RUSSELL, II | |
Biography: Mr. Russell has served as Sysco’s Senior Vice President, Corporate Affairs and Chief Administrative Officer since April 2023. As Chief Administrative Officer, he is responsible for designing and implementing Sysco’s portfolio of strategic initiatives and leading and managing Sysco’s Growth Communications, Sustainability and Government Relations functions. From January 2023 to April 2023, he also served as Senior Vice President, Corporate Affairs, Chief Communications Officer and Interim Chief Financial Officer. Mr. Russell began his Sysco career in August 2007 as Vice President, Investor Relations, successfully managing relationships with equity markets and expanding Sysco’s stockholder base. From February 2014 until July 2015, he served as Senior Vice President, Corporate Affairs at International Paper (Veritiv), where he led the company’s Investor Relations, Communications, Corporate Social Responsibility (CSR) and Government Relations functions. He rejoined Sysco in July 2015 as Vice President, Investor Relations, and, while in that role, assumed responsibility for Sysco’s Corporate Communications and CSR teams, as well as the role of Treasurer. Prior to Sysco, Mr. Russell held roles in Strategic Planning, Revenue Management and Financial Auditing at America West Airlines from 1995 to 1998, and Investor Relations, Financial Planning & Analysis, Mergers & Acquisitions and Strategic Planning at Delta Air Lines from September 1998 to July 2007. Mr. Russell currently serves as Secretary of the Board of Kids’ Meals in Houston, a non-profit organization that delivers free meals to fight hunger in pre-school aged children. He is also on the Strategic Advisory Board of the March of Dimes and has been a volunteer teacher with Junior Achievement for the past 12 years. Additionally, he was appointed by the White House Administration to be on the Wilson Center Global Advisory Council, reporting to Congress, assisting with food security and supply chain complexities around the world. Mr. Russell received a Bachelor of Science degree in Business Management from Arizona State University and a Master’s of Business Administration degree from the New York Institute of Technology. | ||
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Shares of Common Stock Owned Directly | Shares of Common Stock Owned Indirectly | Shares of Common Stock Underlying Options(1) | Shares of Common Stock Underlying Restricted Stock Units(2) | Total Shares of Common Stock Beneficially Owned(1)(2) | Percent of Outstanding Shares(3) | |||||
Greg D. Bertrand | 58,922 | — | 395,871 | — | 454,793 | * | ||||
Daniel J. Brutto | 32,318 | (4) | — | — | — | 32,318 | * | |||
Kenny K. Cheung | 4,243 | — | 20,864 | — | 25,107 | * | ||||
Francesca DeBiase | 2,960 | (4) | — | — | — | 2,960 | * | |||
Ali Dibadj | 8,501 | (4) | — | — | — | 8,501 | * | |||
Larry C. Glasscock | 91,045 | (4) | — | — | — | 91,045 | * | |||
Jill M. Golder | 5,100 | (4) | — | — | — | 5,100 | * | |||
Bradley M. Halverson | 25,868 | (4) | — | — | — | 25,868 | * | |||
John M. Hinshaw | 20,124 | (4) | — | — | — | 20,124 | * | |||
Kevin P. Hourican | 319,049 | — | 1,072,121 | — | 1,391,170 | * | ||||
Roberto Marques | — | (4) | — | — | — | — | * | |||
Alison Kenney Paul | 6,643 | (4) | — | — | — | 6,643 | * | |||
Thomas R. Peck, Jr. | 33,461 | — | 92,695 | — | 126,156 | * | ||||
Ronald L. Phillips | 14,530 | — | 52,069 | — | 66,599 | * | ||||
Sheila G. Talton | 12,985 | (4) | — | — | — | 12,985 | * | |||
All Directors and Executive Officers as a Group (21 Persons) | 707,091 | (5) | — | 1,958,459 | (6) | 9,042 | (7) | 2,674,592 | (5)(6)(7) | 0.54% |
44 | SYSCO CORPORATION // 2024 Proxy Statement |
Total Shares of Common Stock Beneficially Owned | Percent of Outstanding Shares | |
The Vanguard Group and certain affiliates(1) | 54,570,062 | 11.11% |
BlackRock, Inc. and certain affiliates(2) | 33,930,728 | 6.91% |
State Street Corporation and certain affiliates(3) | 26,633,627 | 5.42% |
SYSCO CORPORATION // 2024 Proxy Statement | 45 |
46 | SYSCO CORPORATION // 2024 Proxy Statement |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | ||
Equity compensation plans approved by security holders | 8,494,287 | $66.97 | 39,251,904 | (1) | |
Equity compensation plans not approved by security holders | — | — | — | ||
TOTAL | 8,494,287 | $66.97 | 39,251,904 | (1) | |
SYSCO CORPORATION // 2024 Proxy Statement | 47 |
| The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation paid to Sysco’s named executive officers. |
48 | SYSCO CORPORATION // 2024 Proxy Statement |
A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE | ||
Alison Kenney Paul Chair of the Compensation and Leadership Development Committee | ||
SYSCO CORPORATION // 2024 Proxy Statement | 49 |
 |  |  |  |  |
Kevin P. Hourican Chair of the Board and Chief Executive Officer | Kenny K. Cheung Executive Vice President and Chief Financial Officer | Greg D. Bertrand Executive Vice President, Global Chief Operating Officer | Thomas R. Peck, Jr. Executive Vice President, Chief Information and Digital Officer | Ronald L. Phillips Executive Vice President and Chief Human Resources Officer |
50 | SYSCO CORPORATION // 2024 Proxy Statement |
Sysco’s variable incentive compensation program provides awards with significant upside opportunity for exceptional performance and downside risk for under performance | Sysco provides a competitive pay opportunity that attracts and retains the highest quality professionals | Sysco’s compensation program motivates results that support the short-term and long-term interests of the business | Sysco provides significant at-risk, equity-based compensation to link the interests of our NEOs with those of our stockholders |
SYSCO CORPORATION // 2024 Proxy Statement | 51 |
WHAT WE DO | |
| Pay for performance – Link a significant percentage of total compensation to company-wide and individual performance. |
| Annual “Say on Pay” – Seek an advisory vote from stockholders on our executive compensation programs on annual basis. |
| Independent compensation consultant – Selection and engagement by the CLD Committee of an independent compensation consultant to advise on our executive compensation programs. |
| Risk assessment – Perform an annual risk assessment of our executive compensation programs to identify practices that may encourage employees to take unnecessary or excessive risk. |
| Clawback policies – Recover erroneously awarded incentive-based compensation to NEOs following a financial restatement or for NEOs who engage in misconduct that results in either material financial or reputational harm to Sysco. |
| Double trigger change-in-control – LTIP awards include a double-trigger that requires both a change in control and an involuntary termination within 24 months for accelerated vesting of awards. |
| Robust Stock ownership guidelines – Require stock ownership equal to 7x base salary for CEO, 4x base salary for executive vice presidents, 2x base salary for senior vice presidents and 5x annual cash retainer for our directors. |
| Limited trading windows – Require our executive officers to conduct all transactions in shares of Sysco Common Stock through pre-approved Rule 10b5-1 trading plans. |
WHAT WE DON’T DO | |
 | No repricing or exchange of underwater stock options without stockholder approval. |
| No excise tax gross ups upon a change in control. |
| No unearned dividends paid. Pay dividend equivalents on our PSUs and RSUs only if and when the underlying awards are earned and delivered. |
| No excessive perquisites. |
| No stock hedging or pledging by our NEOs, directors, or other specified “insiders.” |
52 | SYSCO CORPORATION // 2024 Proxy Statement |
Independent Compensation Consultant | Semler Brossy serves as an independent advisor to the CLD Committee, offering expert insights into the evaluation of our executive compensation programs and policies. Their assistance extends to the redesign and enhancement of various program components whenever deemed necessary. The CLD Committee has conducted a thorough review of Semler Brossy’s independence and confirmed that Semler Brossy operates independently from Sysco with no conflicts of interest arising from their advisory services provided to the CLD Committee. Throughout fiscal year 2024, representatives from Semler Brossy participated in six CLD Committee meetings, providing valuable input on a range of executive compensation decisions for both fiscal years 2024 and 2025. Their contributions included guidance on executive compensation peer group selection, the structuring of annual and long-term incentive plans, and the provision of market data concerning compensation for the CEO and other NEOs. Specifically, Semler Brossy undertook several critical evaluations and analyses, including: •Reviewed the ongoing relevance and suitability of the peer group utilized for benchmarking executive compensation, as detailed in the section titled “Executive Compensation Peer Group;” •In June 2023 and June 2024, prepared comprehensive studies that compared base salaries and estimated total direct compensation for our NEOs against those in the peer group, ensuring that our executive compensation remains competitive and aligned with industry standards; •Conducted an in-depth analysis of our pay-for-performance metrics, assessing the correlation between the actual realizable pay for our NEOs and the TSR relative to that of the peer group. This analysis is critical for validating the effectiveness of our executive compensation structure in driving performance; •Compared our overall equity compensation practices with those of the peer group; •Offered strategic advice on the design of incentive plans, including design changes aimed at addressing stockholder feedback and aligning incentives with long-term stockholder interests; and •Provided ongoing updates regarding changes in regulatory requirements and governance standards, keeping the CLD Committee informed about the evolving landscape that could impact our executive compensation practices. |
Sysco’s Human Resources | Sysco’s Executive Vice President and Chief Human Resources Officer along with HR play a crucial role in delivering additional analysis and support regarding the executive compensation of our NEOs. Sysco’s HR leadership supports the CLD Committee in making well-informed decisions regarding executive compensation, ensuring alignment with both company performance and internal equity considerations. Their contributions included the following key responsibilities: •Assisted the CEO in formulating initial recommendations for base salary ranges, the design of annual and long-term incentive programs, and the establishment of target award levels for the NEOs, other than the CEO. This collaborative effort ensures that compensation structures are competitive and aligned with organizational goals; •Provided the CLD Committee with projections of expected payment levels for annual and long-term incentive awards. These projections were based on anticipated performance outcomes relative to established performance measures, allowing for informed decision-making; and •Supplied the CLD Committee with data that evaluates the internal equity of compensation awarded within Sysco. This analysis helped ensure that executive compensation practices are fair and equitable across the organization, fostering a culture of transparency and trust amongst employees. |
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Chief Executive Officer | The CEO plays an integral role in the compensation process for the NEOs, other than himself, by making informed recommendations to the CLD Committee regarding their base salaries and annual and long-term incentive award opportunities. In addition to providing these recommendations, the CEO also suggests initial metrics and performance goals for the AIP and LTIP, which the CLD Committee takes into consideration as they deliberate on compensation structures. Once the CEO presents his recommendations, the CLD Committee engages in a thorough review process. This involves in-depth discussions where CLD Committee members analyze the proposed compensation elements, consider any necessary modifications, and ultimately approve the recommendations. This collaborative approach ensures that executive compensation is aligned with the Company’s strategic objectives and performance benchmarks. Importantly, the CLD Committee conducts its evaluations and decisions in an executive session, where it operates independently from the CEO. During these sessions, it relies on the expertise and insights provided by Semler Brossy, the independent compensation consultant, to guide their deliberations. This ensures that the CLD Committee’s decisions regarding compensation are based on objective data and best practices in the industry. As part of this structured process, the CLD Committee is responsible for annually determining and approving each component of the CEO’s compensation package. It is essential to note that the CEO does not participate in nor attend any discussions related to his own compensation. This separation of duties reinforces the integrity of the compensation process and underscores the CLD Committee's commitment to maintaining transparency and objectivity in executive pay decisions. |
Fiscal Year 2024 Peer Group | |||
•Aramark •Archer Daniels Midland Company •Bunge Global SA •Costco Wholesale Corp. •Dollar General Corporation | •Dollar Tree, Inc. •FedEx Corp. •Kimberly-Clark Corporation •The Kroger Co. •Loblaw Companies | •Lowe’s Cos. Inc. •Performance Food Group •Target Corp. •Tyson Foods, Inc. •United Parcel Service Inc. | •US Foods Holding Corp. •Walgreens Boots Alliance, Inc. •Yum! Brands, Inc. |
54 | SYSCO CORPORATION // 2024 Proxy Statement |
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Named Executive Officer | Fiscal Year 2022 Base Salary(1) | Fiscal Year 2023 Base Salary(2) | Fiscal Year 2024 Base Salary(3) | ||||
Kevin P. Hourican | $1,300,000 | $1,300,000 | $1,350,000 | ||||
Kenny K. Cheung | — | 765,000 | 788,000 | ||||
Greg D. Bertrand | 702,000 | 760,000 | 783,000 | (4) | |||
Thomas R. Peck, Jr. | 666,300 | 682,900 | 710,000 | (4) | |||
Ronald L. Phillips | 609,000 | 636,400 | 659,000 | (4) | |||
Named Executive Officer | AIP Target (% of Base Salary) | AIP Target Opportunity(1) | ||
Kevin P. Hourican | 175% | (2) | $2,349,038 | |
Kenny K. Cheung | 100% | 784,462 | ||
Greg D. Bertrand | 150% | (3) | 1,205,947 | |
Thomas R. Peck, Jr. | 100% | 726,642 | ||
Ronald L. Phillips | 100% | 682,631 | ||
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Measures | Weight | Performance Metric | Weighting |
Financial |  | Operating Income | 40% |
Sales Revenue | 30% | ||
Recipe For Growth SBOs |  | Digital | 10% |
Products and Solutions | 10% | ||
Responsible Growth SBOs |  | Carbon Reduction | 6% |
Diverse Candidate Pool | 4% |
Performance Metric: | Reason(s) for Selection: |
Operating Income | The CLD Committee selected operating income as a performance metric representing 40% of the 2024 AIP target opportunity, as it reflects the profit we generated after excluding “non-operating” income and expense items that are not part of our core business operations. The CLD Committee viewed this as an important measure of how well our executive leadership team was growing revenue while managing operating costs. The CLD Committee set the target payout level at $3.537 billion, which equated to a 10.2% increase from the prior fiscal year’s adjusted operating income of $3.210 billion.(1) |
Sales Revenue | The CLD Committee selected sales revenue as a performance metric representing 30% of the 2024 AIP opportunity. The straightforward nature of this metric makes it easier to communicate performance expectations and align individual and team goals with our strategic objectives under our Recipe for Growth. The CLD Committee set the target payout level at $80.487 billion, which equated to a 5.5% increase from the prior year’s sales revenue of $76.325 billion. |
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Financial Measures(1) | Weight | Threshold | Target | Maximum | Results | Percentage of Target | ||||
Operating Income(2) |  | $3.291 | $3.537 | $3.890 | $3.481 | 88.8% | ||||
Sales Revenue |  | $76.325 | $80.487 | $84.511 | $78.844 | 80.3% | ||||
Recipe for Growth Pillar: | Reason(s) for Selection: |
Digital | The CLD Committee selected the Digital strategic objective since a primary goal for Sysco is to serve customers efficiently and consistently with the products they need, when and how they need them. Also, prioritizing Digital will allow us to enrich customer experience through personalized digital tools that will reduce friction in the purchase experience and introduce innovation to our customers. |
Products and Solutions | The CLD Committee selected the Products and Solutions strategic objective since it revolves around offering customer focused marketing and merchandising solutions to increase sales. Customer-focused marketing and merchandising solutions will inspire increased sales of our broad assortment of fair-priced, quality products and services. |
Recipe For Growth SBOs | CLD Committee’s Assessment of Performance under Key Initiatives | Percentage of Target |
Digital | •Personalization: Exceeded incremental revenue targets from personalized digital activation. •SHOP and PriceFX: Successfully launched in Canada. •Pricing Initiative: Substantially exceeded revenue and incremental gross profit targets. | 125% |
Products and Solutions | •Partnership Growth Management: Successfully deployed in Europe and delivered gross profit exceeding the applicable targets. •Sysco Brand: Exceeded growth and profitability targets. •Sysco Your Way and Perks!: Exceeded revenue and growth targets. | 110% |
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Responsible Growth SBO Measures | Weight | Threshold | Target | Maximum | Results | Percentage of Target |
Carbon Reduction |  | |||||
- Electric Vehicle Deliveries | 80 | 100 | 120 | 111 | 155% | |
- Renewable Energy | 0% | 100% | N/A | 100% | 100% | |
- Scope 3 Supplier Emissions | 30% | 35% | 40% | 35% | 100% | |
Diverse Candidate Pool |  | 53% | 78% | 100% | 80% | 109% |
Performance Measures | Weight | Percentage of Target | Weighted Payout | |
Financial Measures | ||||
Operating Income | 40% | 88.8% | 35.5% | |
Sales Revenue | 30% | 80.3% | 24.1% | |
Recipe For Growth SBOs | ||||
Digital | 10% | 125% | 12.5% | |
Products and Solutions | 10% | 110% | 11.0% | |
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Performance Measures | Weight | Percentage of Target | Weighted Payout | |
Responsible Growth SBOs | ||||
Carbon Reduction | 6% | 118.3% | (1) | 7.1% |
Diverse Candidate Pool | 4% | 109.1% | 4.4% | |
Fiscal Year 2024 Payout | 94.6% |
Named Executive Officer | AIP Target Opportunity | Fiscal Year 2024 Achievement | Individual Modifier | Fiscal Year 2024 AIP Payment(1) | ||
Kevin P. Hourican | $2,349,038 | 94.6% | 1.00 | $2,221,000 | ||
Kenny K. Cheung | 784,462 | 94.6% | 1.00 | 742,000 | ||
Greg D. Bertrand | 1,205,947 | 94.6% | 1.00 | 1,141,000 | ||
Thomas R. Peck, Jr. | 726,642 | 94.6% | 1.00 | 687,000 | ||
Ronald L. Phillips | 682,631 | 94.6% | 1.00 | 646,000 | ||
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Named Executive Officer | Target LTIP Award | Target LTIP Award (% of base salary) | PSUs | RSUs | Stock Options | |||||
Kevin P. Hourican | $12,000,000 | 889% | (1) | $6,000,000 | $3,600,000 | $2,400,000 | ||||
Kenny K. Cheung | 2,561,000 | 325% | 1,280,500 | 768,300 | 512,200 | |||||
Greg D. Bertrand | 2,544,750 | 325% | 1,272,375 | 763,425 | 508,950 | |||||
Thomas R. Peck, Jr. | 2,130,000 | 300% | 1,065,000 | 639,000 | 426,000 | |||||
Ronald L. Phillips | 1,812,250 | 275% | 906,125 | 543,675 | 362,450 | |||||
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Performance | TSR Payout Modifier(1) | |
Threshold | 25th Percentile | -25% |
Target | 50th – 55th Percentile | 0% (no modifier) |
Maximum | 75th Percentile | +25% |
Performance Measures | Weight (%) | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Results | Payout | ||||
Earnings Per Share(1) | 50% | $3.72 | $4.65 | $5.58 | $4.31 | 63.5% | ||||
Market Share Growth(2) | 50% | 1.15x | 1.35x | 1.55x | 1.42x | 133.3% | ||||
Threshold | Target | Maximum | Results | |
Relative TSR Percentile Rank Versus S&P 500 | 35th Percentile | 50th - 55th Percentile | 75th Percentile | 36.7th Percentile |
Payout Modifier | -25% | 0% (No modifier) | +25% | (22.2%) |
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Position | Minimum Ownership Requirement (Multiple of base salary) |
CEO | 7x |
Executive Vice Presidents | 4x |
Senior Vice Presidents | 2x |
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Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) |
Kevin P. Hourican Chair of the Board and Chief Executive Officer | 2024 | 1,341,760 | — | 9,430,664 | 2,399,982 | 2,221,000 | — | 204,844 | 15,598,250 |
2023 | 1,296,438 | — | 7,775,318 | 3,299,985 | 1,762,976 | — | 206,303 | 14,341,020 | |
2022 | 1,296,438 | — | 6,990,845 | 3,146,812 | 2,070,900 | — | 151,511 | 13,656,506 | |
Kenny K. Cheung(7) Executive Vice President and Chief Financial Officer | 2024 | 784,139 | — | 2,012,590 | 512,194 | 742,000 | — | 254,080 | 4,305,003 |
2023 | 159,288 | 600,000 | 1,686,062 | 745,859 | 144,406 | — | 33,760 | 3,369,375 | |
Greg D. Bertrand Executive Vice President and Global Chief Operating Officer | 2024 | 824,924 | — | 2,311,492 | 586,587 | 1,141,000 | 17,650 | 103,082 | 4,984,735 |
2023 | 749,025 | — | 1,745,800 | 740,980 | 848,808 | 9,906 | 147,950 | 4,242,469 | |
2022 | 696,441 | — | 3,792,142 | 717,975 | 927,297 | 12,157 | 143,689 | 6,289,701 | |
Thomas R. Peck, Jr. Executive Vice President, Chief Information and Digital Officer | 2024 | 726,354 | — | 2,029,257 | 514,479 | 687,000 | — | 55,877 | 4,012,967 |
2023 | 678,480 | — | 1,448,101 | 614,607 | 645,847 | — | 56,899 | 3,443,934 | |
2022 | 661,974 | — | 1,397,230 | 628,970 | 705,005 | — | 86,184 | 3,479,363 | |
Ronald L. Phillips(7) Executive Vice President and Chief Human Resources Officer | 2024 | 682,363 | — | 1,635,867 | 415,180 | 646,000 | — | 80,620 | 3,460,030 |
Performance Share Units | ||||
Restricted Stock Units ($) | Target ($) | Maximum ($) | ||
Kevin P. Hourican | 3,536,499 | 5,894,165 | 11,788,330 | |
Kenny K. Cheung | 754,712 | 1,257,878 | 2,515,756 | |
Greg D. Bertrand | 866,818 | 1,444,674 | 2,889,348 | |
Thomas R. Peck, Jr. | 760,981 | 1,268,276 | 2,536,552 | |
Ronald L. Phillips | 613,441 | 1,022,426 | 2,044,852 | |
SYSCO CORPORATION // 2024 Proxy Statement | 69 |
Name | Change in Pension Plan Value ($) | Change in SERP Value ($) | Above-Market Interest on Deferred Compensation ($) | Total ($) |
Greg D. Bertrand | 9,465 | (102,297) | 8,185 | 17,650 |
Name | Perquisites, Other Personal Benefits and Tax Reimbursement ($)(a) | 401(k) Plan Employer Contribution ($)(b) | MSP Employer Contribution ($)(c) |
Kevin P. Hourican | 19,692 | 20,250 | 164,902 |
Kenny K. Cheung | 200,788 | 25,200 | 28,092 |
Greg D. Bertrand | — | 20,250 | 78,118 |
Thomas R. Peck, Jr. | — | 20,694 | 30,432 |
Ronald L. Phillips | — | 21,338 | 52,595 |
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Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | |||||
Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | |||||||
Kevin P. Hourican | 8/10/2023 | — | — | — | 40,080 | 80,160 | 160,320 | — | — | — | 5,894,165 | |
8/10/2023 | — | — | — | — | — | — | 48,096 | — | — | 3,536,499 | ||
8/10/2023 | — | — | — | — | — | — | — | 124,869 | 73.53 | 2,399,982 | ||
1,174,519 | 2,349,038 | 4,698,077 | — | — | — | — | — | — | — | |||
Kenny K. Cheung | 8/10/2023 | — | — | — | 8,553 | 17,107 | 34,214 | — | — | — | 1,257,878 | |
8/10/2023 | — | — | — | — | — | — | 10,264 | — | — | 754,712 | ||
8/10/2023 | — | — | — | — | — | — | — | 26,649 | 73.53 | 512,194 | ||
392,231 | 784,462 | 1,568,923 | — | — | — | — | — | — | — | |||
Greg D. Bertrand | 8/10/2023 | — | — | — | 8,499 | 16,998 | 33,996 | — | — | — | 1,249,863 | |
8/10/2023 | — | — | — | — | — | — | 10,199 | — | — | 749,932 | ||
8/10/2023 | — | — | — | — | — | — | — | 26,480 | 73.53 | 508,946 | ||
9/11/2023 | — | — | — | 1,392 | 2,785 | 5,570 | — | — | — | 194,811 | ||
9/11/2023 | — | — | — | — | — | — | 1,671 | — | — | 116,886 | ||
9/11/2023 | — | — | — | — | — | — | — | 4,245 | 69.95 | 77,641 | ||
602,974 | 1,205,947 | 2,411,894 | — | — | — | — | — | — | — | |||
Thomas R. Peck, Jr. | 8/10/2023 | — | — | — | 7,114 | 14,228 | 28,456 | — | — | — | 1,046,185 | |
8/10/2023 | — | — | — | — | — | — | 8,537 | — | — | 627,726 | ||
8/10/2023 | — | — | — | — | — | — | — | 22,164 | 73.53 | 425,992 | ||
9/11/2023 | — | — | — | 1,587 | 3,175 | 6,350 | — | — | — | 222,091 | ||
9/11/2023 | — | — | — | — | — | — | 1,905 | — | — | 133,255 | ||
9/11/2023 | — | — | — | — | — | — | — | 4,838 | 69.95 | 88,487 | ||
363,321 | 726,642 | 1,453,284 | — | — | — | — | — | — | — | |||
Ronald L. Phillips | 8/10/2023 | — | — | — | 6,052 | 12,105 | 24,210 | — | — | — | 890,081 | |
8/10/2023 | — | — | — | — | — | — | 7,263 | — | — | 534,048 | ||
8/10/2023 | — | — | — | — | — | — | — | 18,857 | 73.53 | 362,432 | ||
9/11/2023 | — | — | — | 946 | 1,892 | 3,784 | — | — | — | 132,345 | ||
9/11/2023 | — | — | — | — | — | — | 1,135 | — | — | 79,393 | ||
9/11/2023 | — | — | — | — | — | — | — | 2,884 | 69.95 | 52,748 | ||
341,315 | 682,631 | 1,365,262 | — | — | — | — | — | — | — | |||
Volatility | Risk-Free Rate of Return | Dividend Yield at the Date of Grant | Expected Option Life | |
Fiscal year 2024 | 27.39% | 3.92% | 2.53% | 6.6 years |
SYSCO CORPORATION // 2024 Proxy Statement | 71 |
Option Awards | Stock Awards | |||||||||
Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | |||
Kevin P. Hourican | August 2023 | — | — | — | — | 81,861 | (2) | 5,844,057 | ||
August 2023 | — | — | — | — | 48,096 | (3) | 3,433,573 | |||
August 2023 | — | 124,869 | (4) | 73.53 | 8/9/2033 | — | — | |||
August 2022 | — | — | — | — | 68,027 | (5) | 4,856,448 | |||
August 2022 | — | — | — | — | 17,307 | (6) | 1,235,547 | |||
August 2022 | 45,454 | 90,909 | (7) | 85.57 | 8/17/2032 | — | — | |||
August 2021 | — | — | — | — | 8,653 | (8) | 617,738 | |||
August 2021 | 120,845 | 60,423 | (9) | 76.94 | 8/18/2031 | — | — | |||
August 2020 | 75,019 | — | 58.08 | 8/19/2030 | — | — | ||||
February 2020 | 303,030 | — | 76.27 | 2/11/2030 | — | — | ||||
February 2020 | 380,273 | — | 76.27 | 2/11/2030 | — | — | ||||
Kenny K. Cheung | August 2023 | — | — | — | — | 17,470 | (2) | 1,247,183 | ||
August 2023 | — | — | — | — | 10,264 | (3) | 732,747 | |||
August 2023 | — | 26,649 | (4) | 73.53 | 8/9/2033 | — | — | |||
May 2023 | — | — | — | — | 16,871 | (10) | 1,204,421 | |||
May 2023 | — | — | — | — | 4,376 | (11) | 312,403 | |||
May 2023 | 11,981 | 23,964 | (12) | 73.39 | 5/10/2033 | — | — | |||
Greg D. Bertrand | September 2023 | — | — | — | — | 2,844 | (13) | 203,033 | ||
September 2023 | — | — | — | — | 1,671 | (14) | 119,293 | |||
September 2023 | — | 4,245 | (15) | 69.95 | 9/10/2033 | — | — | |||
August 2023 | — | — | — | — | 17,359 | (2) | 1,239,259 | |||
August 2023 | — | — | — | — | 10,199 | (3) | 728,107 | |||
August 2023 | — | 26,480 | (4) | 73.53 | 8/9/2033 | — | — | |||
August 2022 | — | — | — | — | 15,274 | (5) | 1,090,411 | |||
August 2022 | — | — | — | — | 3,886 | (6) | 277,422 | |||
August 2022 | 10,206 | 20,413 | (7) | 85.57 | 8/17/2032 | — | — | |||
August 2021 | — | — | — | — | 1,974 | (8) | 140,924 | |||
August 2021 | 27,572 | 13,786 | (9) | 76.94 | 8/18/2031 | — | — | |||
August 2020 | 49,613 | — | 58.08 | 8/19/2030 | — | — | ||||
August 2019 | 75,929 | — | 72.80 | 8/20/2029 | — | — | ||||
August 2018 | 74,649 | — | 75.08 | 8/22/2028 | — | — | ||||
August 2017 | 79,918 | — | 51.22 | 8/24/2027 | — | — | ||||
August 2016 | 43,750 | — | 52.42 | 8/24/2026 | — | — | ||||
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Option Awards | Stock Awards | |||||||||
Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | |||
Thomas R. Peck, Jr. | September 2023 | — | — | — | — | 3,242 | (13) | 231,446 | ||
September 2023 | — | — | — | — | 1,905 | (14) | 135,998 | |||
September 2023 | — | 4,838 | (15) | 69.95 | 9/10/2033 | — | — | |||
August 2023 | — | — | — | — | 14,530 | (2) | 1,037,297 | |||
August 2023 | — | — | — | — | 8,537 | (3) | 609,456 | |||
August 2023 | — | 22,164 | (4) | 73.53 | 8/9/2033 | — | — | |||
August 2022 | — | — | — | — | 12,670 | (5) | 904,511 | |||
August 2022 | — | — | — | — | 3,223 | (6) | 230,090 | |||
August 2022 | 8,465 | 16,932 | (7) | 85.57 | 8/17/2032 | — | — | |||
August 2021 | — | — | — | — | 1,729 | (8) | 123,433 | |||
August 2021 | 24,154 | 12,077 | (9) | 76.94 | 8/18/2031 | — | — | |||
February 2021 | 30,532 | — | 76.14 | 2/10/2031 | — | — | ||||
Ronald L. Phillips | September 2023 | — | — | — | — | 1,932 | (13) | 137,925 | ||
September 2023 | — | — | — | — | 1,135 | (14) | 81,028 | |||
September 2023 | — | 2,884 | (15) | 69.95 | 9/10/2033 | — | — | |||
August 2023 | — | — | — | — | 12,362 | (2) | 882,523 | |||
August 2023 | — | — | — | — | 7,263 | (3) | 518,506 | |||
August 2023 | — | 18,857 | (4) | 73.53 | 8/9/2033 | — | — | |||
August 2022 | — | — | — | — | 10,823 | (5) | 772,654 | |||
August 2022 | — | — | — | — | 2,753 | (6) | 196,537 | |||
August 2022 | 7,231 | 14,464 | (7) | 85.57 | 8/17/2032 | — | — | |||
August 2021 | — | — | — | — | 1,449 | (8) | 103,444 | |||
August 2021 | 20,238 | 10,120 | (9) | 76.94 | 8/18/2031 | — | — | |||
SYSCO CORPORATION // 2024 Proxy Statement | 73 |
Option Awards | Stock Awards | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |
Kevin P. Hourican | — | — | 82,024 | 6,075,768 | |
Kenny Cheung | — | — | 2,188 | 159,330 | |
Greg D. Bertrand | — | — | 42,103 | 3,174,872 | |
Thomas R. Peck Jr. | — | — | 15,754 | 1,189,370 | |
Ronald L. Phillips | — | — | 11,773 | 880,766 | |
74 | SYSCO CORPORATION // 2024 Proxy Statement |
Name | Applicable Plan | Executive Contributions for Fiscal year 2024 ($)(1) | Registrant Contributions for Fiscal year 2024 ($)(2) | Aggregate Earnings in Fiscal Year 2024 ($)(3) | Aggregate Balance on June 29, 2024 ($) |
Kevin P. Hourican | MSP | 179,548 | 164,902 | 38,185 | 896,171 |
EDCP | — | — | — | — | |
Kenny K. Cheung | MSP | — | 28,092 | 3,322 | 31,413 |
EDCP | — | — | — | — | |
Greg D. Bertrand | MSP | 169,762 | 78,118 | 469,708 | 3,948,693 |
EDCP | — | — |
