United Natural Foods, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

United Natural Foods, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



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stahl002.jpg Letter from Our Independent Chair of the Board
Dear Fellow Stockholders,
I have been honored to serve as the Independent Chair of our Board over the last year as we have begun to execute against our Fuel the Future strategy and have built on our strong foundation to position our Company for future growth. We continue to elevate and execute our programs and policies related to good corporate governance practices, including our robust board refreshment efforts, our environmental, social and governance (ESG) initiatives, human capital management matters, and our commitment to diversity and inclusion. For the fifth consecutive year, we have engaged with our investors to hear their feedback and respond in a manner that allows us to deliver for our associates and stockholders.
Board Evaluation and Refreshment. We are committed to maintaining a diverse Board with relevant skills and experience to oversee our strategy. After thoughtful evaluation of our Board composition and with the help of a third-party recruiter, we appointed Shamim Mohammad to our Board in February 2022. We believe that Mr. Mohammad’s experience in strategic leadership and development of forward-thinking technology solutions make him a valuable addition to our Board. Part of our Board’s commitment to strong oversight is a robust Board and Committee evaluation process. In fiscal 2022, we engaged a third party to facilitate that process, something we do every two to three years to ensure we get a fresh perspective and objective feedback.
Better For All. Our 2021 Better for All Report, issued in March of 2022, expanded on our six impact focus areas to provide a more in-depth look at our direct and indirect impacts across our value chain. This approach better reflects how our long-term, ambitious ESG goals align with our operations and strategy. We are also extremely proud that in April 2022 our emissions reduction targets were validated by the Science Based Targets initiative, and we are excited to have launched our Climate Action Hub to foster engagement with our suppliers on these important issues.
Stockholder Engagement and Commitment to Good Governance. We continue to be committed to engaging with, and responding to feedback from, you, our stockholders. This summer we conducted our fifth annual stockholder engagement program. We are happy to report that once again we spoke with holders of over 50% of our outstanding common shares across a broad spectrum of matters. These sessions provide us the opportunity to discuss a wide variety of topics with our stockholders, and we have made several enhancements to our executive compensation and governance programs over the years as a result of these conversations. For example, in fiscal 2022, we separated the role of CEO and Chair of the Board, revised our Corporate Governance Principles to include a diverse slate requirement for all director appointments and rotational guidelines for leadership positions, and made several design changes to our executive incentive compensation programs. As a matter of good governance, we also recently updated our stock ownership guidelines to exclude unexercised in-the-money options and unearned performance awards in ownership calculations and, in October 2022, updated our Code of Conduct to align statements and provisions with our Company values and mission and our commitment to diversity and inclusion, safety and ESG matters.
On behalf of the entire Board of Directors, I would like to thank you for your continued investment and trust as we deliver long-term value for our customers and for you, our stockholders.
 Sincerely,
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Jack Stahl
Independent Chair


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sandy1.jpg Letter from Our CEO
Dear Stockholders,
This past year as CEO of UNFI has been both productive and rewarding. During a year of significant industry and economic uncertainty, we produced strong results through our commitment to delivering value for our customers, suppliers and associates, while supporting our communities and our planet. We added seasoned executives to our leadership team who I'm confident will help us enhance our capabilities and improve our end-to-end execution. I am honored to lead this strong, diverse and focused team.
Fuel the Future. We completed our first year of our Fuel the Future strategy, and are laser focused on creating value for our customers, suppliers and associates, while contributing to our communities. We want to be a value-additive partner to our customers, leverage our insights to create value for our suppliers and attract, retain and develop talent, while simultaneously contributing to our communities and achieving our ESG goals. I believe we have made important progress on these areas in fiscal 2022, and I am excited and energized for what’s next.
A Focus on our People. We recognize that our associates are critical to supporting our values and achieving our strategic vision. To that end, we are focused on associate engagement, empowerment and safety to foster innovation and bring best-in-class solutions to our customers and suppliers in an ever-changing retail landscape. We have implemented policies and procedures that focus on associate wellbeing, and we remain committed to creating a diverse and inclusive environment to drive accountability and results. We're extremely focused on enhancing engagement with our associates across the Company, and we achieved progress on this front in fiscal 2022 as our associate engagement scores improved during the year. We launched innovative new programs to provide, among other things, flexibility with scheduling and pay frequency, improved career development and education assistance programs, and wellness offerings. We also added two new diversity and inclusion goals to further our commitment to providing a dynamic and rewarding work environment for all of our associates.
I am extremely proud of the hard work and resiliency demonstrated by our teams in a challenging operating environment, and I believe we are well positioned to continue to improve our execution and drive high value for our customers, suppliers, associates and our stockholders. On behalf of our Board of Directors, and everyone at UNFI, thank you for your continued support of this great Company.
 Sincerely,
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 Sandy Douglas
 Chief Executive Officer
Please vote. Stockholders may vote through the Internet, by telephone or by mail. Please refer to your proxy card or the notice of proxy availability distributed to you on or about November 22, 2022 for information on how to vote through the Internet, by telephone or by mail.


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Notice of Annual Meeting of Stockholders
Meeting Information
Tuesday, January 10, 2023, 4:00 p.m. EST, with log-in at 3:45 p.m. EST.
You may attend our annual meeting of stockholders in January 2023 (Annual Meeting) through the Internet by virtual web conference at www.virtualshareholdermeeting.com/unfi2023. The meeting will be a virtual-only meeting, consistent with prior years. We believe the virtual meeting allows greater access for stockholders to participate in the meeting, hear from Management and ask questions than an in-person meeting in one geographic location.
Items to be Voted on
1. The election of eleven nominees as directors to serve until the next annual meeting of stockholders.
2. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 29, 2023.
3. The approval, on an advisory basis, of our executive compensation.
4. The approval of the Second Amended and Restated 2020 Equity Incentive Plan.
5. Consideration of such other matters as may properly come before the meeting or any adjournments or postponements thereof.
Record Date
Only stockholders of record on our books at the close of business on Monday, November 14, 2022, will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Proxy Voting
Your vote is important. If you do not attend the Annual Meeting, we encourage you to vote your shares through the Internet, by telephone or by completing, dating, signing and promptly returning your proxy card to us in the envelope provided. The proxy materials provide you with details on how to vote by these three methods. If you decide to attend the Annual Meeting through the Internet, you may revoke your proxy and cast your vote during the meeting.
Proxy Materials
In accordance with rules approved by the Securities and Exchange Commission, we furnish proxy materials to our stockholders over the Internet. On or about November 22, 2022, we mailed to all stockholders of record as of the close of business on November 14, 2022, a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended July 30, 2022; our proxy statement; proxy card; and other items of interest to stockholders on the Internet website indicated in our notice, at www.proxyvote.com, as well as instructions on how to vote your shares of common stock in connection with the Annual Meeting. That notice also provided instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders if you desire.                                        
 By Order of the Board of Directors,
 
Mahrukh Hussain, Esq.
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General Counsel and Corporate Secretary
November 22, 2022



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Forward Looking Statements
This proxy statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estimates and projections, and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to our future performance and the drivers of that performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) our dependence on principal customers; (2) the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures; (3) the impact and duration of the COVID-19 pandemic; (4) our ability to operate, and rely on third parties to operate, reliable and secure technology systems; (5) labor and other workforce shortages and challenges; (6) our ability to realize anticipated benefits of our strategic initiatives, including any acquisitions; (7) the addition or loss of significant customers or material changes to our relationships with these customers; (8) our sensitivity to general economic conditions including inflation, changes in disposable income levels and consumer spending trends; and (9) other risks and uncertainties identified in our filings with the Securities and Exchange Commission (SEC). More information about other potential factors that could affect our business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended July 30, 2022 filed with the SEC.



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Proxy Statement Summary
For the Annual Meeting of Stockholders, January 10, 2023

Voting Matters
ProposalBoard RecommendationPage
Proposal 1Election of Directors
FOR
Proposal 2Ratification of Independent Auditor
FOR
Proposal 3Say on Pay Resolution
FOR
Proposal 4Approval of the Second Amended and Restated 2020 Equity Incentive Plan
FOR

Director Nominees
Our business and affairs are managed under the direction of the Board of Directors (the Board). The Board currently consists of eleven (11) Directors, ten (10) of whom are independent.
Information about our Directors and the Committees on which they serve is set forth below. Each Director serves a one-year term and has been nominated for re-election.
NameDirector
Since
AuditCompensationNominating
and
Governance
Eric F. Artz
     Independent
Oct 2015üü
Ann Torre Bates
     Independent
Oct 2013CHAIR
Gloria R. Boyland
     Independent
Jan 2021üü
Denise M. Clark
     Independent
Feb 2013CHAIR
J. Alexander (Sandy) Miller Douglas
     Chief Executive Officer
Aug 2021
Daphne J. Dufresne
     Independent
Oct 2016CHAIR
Michael S. Funk
     Independent
Feb 1996
Shamim Mohammad
     Independent
Feb 2022ü
James L. Muehlbauer
     Independent
Apr 2019üü
Peter A. Roy
     Independent
Jun 2007üü
Jack Stahl
     Independent Chair
Jun 2019ü

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Year in Review
Fuel the Future in Action
UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Through our Fuel the Future strategy, we are building a food ecosystem that is better for all by delivering great food, more choices and fresh thinking for our customers and suppliers. Our Fuel the Future strategy consists of six pillars: Fulfill Power in Scale, Unlock the Customer Experience, Taste the Future, UNFI Pride, Retail Optimized and Earn Results.
We are executing our strategy through four focus areas:
Customers: Utilizing our scale, insights and innovative offerings to develop a differentiated value proposition that helps our customers grow and gain share.
Suppliers: Strengthening our capabilities, especially those driven by technology, to deliver value creating programs to our suppliers.
Associates: Building a culture that inspires pride and enables associates to do their best work.
Communities: Supporting our communities and the planet through our wide-ranging and ambitious ESG initiatives.
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ESG - Better For All
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Advanced on our Better for All ESG agenda, which includes long-term goals meant to make the world, our communities and our people better
Science-based emissions reduction targets addressing scopes 1, 2 and 3 emissions validated by the Science Based Targets initiative
Launched Climate Action Hub to foster collaboration across our supply chain on ESG issues
Enhanced ESG disclosure and made information increasingly accessible through the release of our 2021 Better for All Report
Added two new goals to further our diversity and inclusion initiatives
Achieved LEED Gold certification for a California distribution center
ESG matters overseen by Nominating and Governance Committee; supported by ESG Executive Committee
Board Refreshment and Expansion of Executive Leadership Team
Appointed Sandy Douglas as CEO and member of the Board
Separated our Chair and CEO roles and appointed Jack Stahl as Independent Chair
Appointed Shamim Mohammad to the Board in February 2022 and to the Audit Committee in June 2022
Created two new executive leadership roles to add capabilities to achieve our strategic initiatives:
Chief Strategy and Transformation Officer
Chief Corporate Affairs Officer
Hired a new General Counsel and Corporate Secretary
Governance Updates
Updated our Corporate Governance Principles to add a diverse slate requirement and rotational guidelines for Board and Committee leadership positions, and to reflect our shift to an Independent Chair leadership structure
Revised our stock ownership guidelines in March 2022 for Directors and executive officers to exclude unexercised in-the-money options and unearned performance awards in ownership calculations
Hired a third-party facilitator to conduct our fiscal 2022 Board evaluations
Effective in October 2022, amended our Code of Conduct to reflect recent updates to certain policies, including our Company values and mission, diversity and inclusion, safety and social and environmental matters
Updated our Social Media Policy to align with our diversity and inclusion commitments

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Board Refreshment
Assess
è
Identify
è
Evaluate and Recommend
Review desired skills against our current strategy and Board composition
Consider our Director eligibility guidelines, including independence and diversity considerations
Create a director candidate profile
Third-party recruiter identifies potential candidates
Any director slate must include diverse candidates
Stockholders have ability to present candidates to our Board for consideration
Nominating and Governance Committee reviews skills, qualifications, diversity, independence and potential conflicts
Candidates meet with full Board
Nominating and Governance Committee recommends selected candidates to full Board
Results
ê
5 new directors (4 Independent) appointed over the last 5 years (including 2 in fiscal 2022)
We are committed to actively refreshing our Board and each Committee to maintain a mix of short-, medium- and long-tenured directors, which we believe promotes strong Board governance. We also proactively manage potential vacancies due to retirement. The Board engages a top tier third-party recruiter to identify and recommend diverse candidates that will complement the existing skill set and qualifications of our current Board, our strategic vision and our corporate values.
In February 2022, upon the recommendation of our third-party recruiter, the Board appointed Shamim Mohammad to serve as a Director. Mr. Mohammad is currently a member of the Audit Committee. His appointment adds significant experience in strategic leadership and development of forward-thinking technology solutions to our Board. The addition of Mr. Mohammad furthers our commitment to ongoing Board refreshment, resulting in the addition of five Directors (four independent) over the last five years.
2022 Stockholder Outreach
 Met with holders of over 50% of our stockFifth consecutive year
of robust engagement
Formal Engagement Policy
We engaged with holders of over 50% of our outstanding stock again this year. In these meetings, we discussed significant Company updates, such as our refined strategy under an expanded leadership team; our corporate governance, including Board refreshment and Board oversight; our commitments to human capital management and diversity and inclusion; our ESG programs and initiatives, including our third-party validated climate targets and progress on ESG goals; our supply chain engagement; and our executive compensation. Investors were complimentary of the changes made to our executive compensation program in fiscal 2022 in response to stockholder feedback and our demonstrated responsiveness to stockholder feedback overall. We also generally seek investor feedback about how we can further enhance our good governance principles. Overall, the feedback we received was positive and Management provided a summary of comments received to the Board for discussion.

Responsive Actions to Feedback
Revised several components of Executive Compensation ProgramEnhanced disclosureStrengthened governance policies

See “Corporate Governance—Stockholder Engagement” and “Executive Compensation—Compensation Discussion and Analysis—Say on Pay Vote, Investor Engagement and Responsive Action” for more discussion of actions we have taken in response to our conversations with stockholders.


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Governance Highlights
üTen of eleven directors are independent; Mixed tenure with three Directors added since January 2021üBoard oversight of ESG; Launched Climate Action Hub and Science-based targets validated
üActive stockholder engagement five consecutive years - strong responsiveness to executive compensation feedbacküStrong risk oversight at Board and committee level, including regular review of Enterprise Risk Management (ERM)
üRecently enhanced stock ownership guidelines for directors, executive officers and additional senior officersüRobust Board refreshment process - five new Directors in last five years
ü
Strong Executive Compensation Policies:
Fully independent Compensation Committee
Long-term incentive compensation capped and aligned with predetermined financial metrics
Strong responsiveness to stockholder feedback reflected by high Say On Pay support
No gross ups or excessive perquisites
Robust Stock Ownership Guidelines and Recoupment Policy
How to Vote:
PhoneInternet before meetingMailDuring the meeting
1-800-690-6903www.proxyvote.comVote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
www.virtualshareholdermeeting.com/unfi2023
How to attend and ask questions at the meeting:
Attend the Annual Meeting online, including to vote and/or submit questions at www.virtualshareholdermeeting.com/unfi2023
The Annual Meeting will begin at approximately 4:00 p.m. EST (log-in at 3:45 p.m.) on Tuesday, January 10, 2023
You may submit questions for the meeting in advance at www.proxyvote.com
You may submit live questions during the meeting at www.virtualshareholdermeeting.com/unfi2023
For more information about voting and attending the meeting, see “Information About the Meeting,” beginning on page 75.
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Corporate Governance
Governance Highlights
We are committed to best practices in corporate governance. Some of our key corporate governance programs are summarized below, with further information provided throughout this proxy statement.
Independent Oversight
Independent Board Chair and annual review of optimal leadership structure with guidelines for Board leadership rotation
Ten out of eleven director nominees are independent
Regular executive sessions of independent directors at Board and Committee meetings
100% independent Board Committees, with strong Committee mandates and rotating leadership terms
Comprehensive Board oversight of strategy development and execution
Active Board oversight of the Company’s compliance and risk management, including regular review of enterprise risk management (ERM)
Board and Committees may hire outside advisors independent of Management
Board oversight of ESG and political contributions policies and commitments through Nominating and Governance Committee
Board oversight of human capital management through Compensation Committee
Board Skills and Qualifications
Regular Board refreshment and mixed tenure
Diverse backgrounds, ages, experiences and qualifications, with a view to making changes as needed to continue to add value and meet our evolving strategic needs
Diverse gender, race, ethnicity, sexual orientation and veteran status, with further commitment to Board diversity demonstrated through formal adoption of diverse slate requirement
Deep industry expertise
Annual Board and Committee self-evaluations, conducted by a third-party in fiscal 2022
Mandatory director retirement age of 75
Orientation program for new directors and ongoing director education programs for all directors
Limitations on other board positions; Directors and executive officers must notify the Chair of the Nominating and Governance Committee and the CEO of potential appointments in advance for review by the Committee
Good Governance Practices
Annual comprehensive review of governance policies leading to the following updates in 2022:
In October 2022, amended our Code of Conduct to reflect recent updates to certain policies, including our Company values and mission, diversity and inclusion, safety and social and environmental matters
Corporate Governance Principles amended to require a diverse initial pool of director candidates, reflect separation of Chair and CEO roles, and provide for rotational guidelines for Board and Committee leadership positions
Director and executive stock ownership policies requiring meaningful levels of ownership, revised in fiscal 2022 to exclude vested options and unvested performance-based restricted stock units
Social Media Policy updated to align with our diversity and inclusion commitments
Hired a third-party facilitator to conduct our fiscal 2022 Board evaluations
ESG matters overseen by Nominating and Governance Committee, supported by our ESG Executive Committee
Launched Climate Action Hub to facilitate engagement across our supply chain on climate matters
Implemented a policy to present a diverse candidate slate for all employee roles that are director-level and above
Human capital management
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Compensation Committee oversight of human capital management matters with a focus on associate wellbeing across a variety of measures
Offer associates several benefit programs, including:
Comprehensive health and welfare benefit programs
No-cost wellness program
Paid time off, including parental paid leave
Employee assistance program
401(k) plan
Back-up childcare program
Recently strengthened employee education assistance program
Include human capital management and diversity and inclusion as key elements of our people first strategy
Added two new ESG goals in fiscal 2022 to enhance our diversity and inclusion initiatives
Continued focus on associate engagement, empowerment and safety to allow for innovation and best-in-class solutions for our customers and suppliers
Elevated our safety lead to SVP role to further enhance our focus on the safety of our associates
Prohibition on hedging or pledging of Company stock by directors and executive officers included in stock ownership guidelines and insider trading policy
Strong policies restricting trading by insiders, including discussion-based preclearance process
Ongoing Board oversight of robust data and cyber security programs
Stockholder Rights
Annual election of all directors
Majority vote and director resignation policy for directors in uncontested elections
Bylaws provide proxy access right for stockholders (3% ownership threshold continuously held for 3 years/2 director nominees or 20% of the Board/20 stockholder aggregation limit)
Stockholder right to call special meeting by stockholders owning at least 25% of the outstanding shares
One class of shares, with each share entitled to one vote
No poison pill
We maintain a corporate governance section on our corporate UNFI website that includes key information about our corporate governance initiatives and our Code of Conduct. The corporate governance information can be found at www.unfi.com, by clicking on “Governance” listed under “Investors” at the bottom of our website. Copies of our Corporate Governance Principles, our Code of Conduct, our Social and Environmental Policy and the charters for each of the Board’s Committees can be found on our website. During fiscal 2022, we revised and updated our Corporate Governance Principles and in October 2022, we amended our Code of Conduct, each in connection with our ongoing comprehensive review of our governance practices. Information contained on our website is not incorporated by reference in this proxy statement or considered to be part of this document.
Director Independence
Our Corporate Governance Principles require a majority of the members of the Board to be independent directors as such term is defined in the New York Stock Exchange (NYSE) listing standards. The Board, upon the recommendation of the Nominating and Governance Committee, has determined that ten of its eleven current members are independent. Our ten independent directors are Eric F. Artz, Ann Torre Bates, Gloria R. Boyland, Denise M. Clark, Daphne J. Dufresne, Michael S. Funk, Shamim Mohammad, James L. Muehlbauer, Peter A. Roy and Jack Stahl. Sandy Douglas is our CEO. Mr. Funk previously was not an independent director because he was an employee of the Company until shortly after the Company’s acquisition of SUPERVALU INC. (Supervalu) in 2018. The Board’s 2022 determination of Mr. Funk’s independence in accordance with NYSE standards was made in light of it being more than three years since he has been an employee of the Company. In addition, the Board recognized that since Mr. Funk’s service as CEO of the Company from October 2005 to September 2008, the Company’s strategic initiatives and leadership team have changed significantly. The current leadership team is not the same team that operated the Company under Mr. Funk’s leadership. Taking all of these factors into account, the Board determined that Mr. Funk is an independent director.
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Our Corporate Governance Principles and the charter for each of the Board’s standing Committees—the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee—require all members of such Committees to be independent within the meaning of the NYSE listing standards and the SEC’s rules. The charter of the Audit Committee requires each of its members to meet the definition of independence under Section 10A of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the SEC’s rules thereunder. The charter of the Compensation Committee requires each of its members to be a non-employee director within the meaning of Rule 16b-3 under the Exchange Act.
Independent Chair
The Independent Chair is elected annually by the independent Directors of the Board. In September 2022, the independent Directors appointed Mr. Stahl to serve as the Board’s Independent Chair for a second term. In accordance with our Corporate Governance Principles, the Board must elect an Independent Chair annually and will consider rotation of the Independent Chair every three to five years based on the best interests of the Company at that time. The Independent Chair is responsible for coordinating the activities of the other Directors and for performing such other duties and responsibilities as the Board may determine from time to time, which are set forth in our Corporate Governance Principles, including:
Providing leadership of the Board;
Serving as principal liaison between the Directors and senior Management, and particularly the CEO;
Providing input to the Board and the Nominating and Governance Committee on the membership of various committees;
Advising and assisting the chairs of the Board’s Committees in fulfilling such individual’s roles and responsibilities;
Suggesting an appropriate schedule of and agenda for the Board’s meetings and including the Board’s and CEO’s input into the agenda for the Board’s meetings;
Leading the independent Directors in their role in the annual evaluation of the performance of the CEO, providing any feedback to the Chair of the Nominating and Governance Committee and overseeing actions to address the outcomes of such evaluations;
Overseeing the process for CEO succession in coordination with the Nominating and Governance Committee;
Determining the retention of advisors and consultants who report directly to the Board;
Chairing regular and special Board meetings and shareholder meetings; and
Presiding at meetings in executive session.
A description of the duties of the Independent Chair is included in the Corporate Governance Principles, a copy of which can be found in the “Governance” section of our website at www.unfi.com.
Board Leadership Structure
As of August 2021, our Board is led by an Independent Chair, Mr. Stahl. Upon the appointment of Mr. Douglas as CEO, the Board determined that the positions of CEO and Chair should be separated and that the two roles, with separate and delineated accountabilities, were most appropriate for the Company at that time. In making this decision, the Board also considered the input of certain stockholders reflecting a desire for the separation of the Chair and CEO roles. The Board reevaluated this structure in September 2022, and determined that a separate CEO and Chair best serves the Company and its stockholders at this time.
Our Corporate Governance Principles do not require the Chair of the Board to be independent and do not specify whether the positions of Chair of the Board and the CEO must be separated. The Board will regularly consider the appropriate leadership structure for the Company at any given time and has determined that the Company and its stockholders are best served by the Board retaining discretion to determine whether the same individual should serve as both CEO and Chair, or whether the roles should be separated. The Board believes that it is important to retain the flexibility to make this determination at any point in time based on what it believes will provide the best leadership structure for the Company, in light of the prevailing facts and circumstances at such time.
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Risk Oversight
Full Board
The Board has overall responsibility for risk oversight. The Board exercises its oversight responsibilities with respect to strategic, operational and competitive risks, as well as risks related to the succession planning of our CEO and other members of senior Management. The Board has delegated responsibility for the oversight of certain risks to its Committees. All Committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise-level risk. Certain risks are overseen by the full Board directly, such as strategic, cyber, other operational and macro-environment risks.
Audit Committee
Compensation Committee
Nominating & Governance Committee
The Audit Committee and full Board receive Management’s quarterly ERM report and the Audit Committee discusses significant financial risk exposures and the steps Management has taken to monitor, control and report such exposures with Management, the Company’s internal audit department and our independent auditor.
The Compensation Committee is responsible for developing and maintaining compensation policies and programs that are aligned with pay for performance, stockholder interests and the other elements of the executive compensation philosophy developed and maintained by the Committee. Embedded in this philosophy and foundational to these programs is that they mitigate any unnecessary and excessive risks in our compensation plans and programs that could threaten our long-term value. For more discussion of risk considerations in our compensation programs, see “Executive CompensationCompensation Discussion and AnalysisCompensation Risk Assessment.”
The Nominating and Governance Committee oversees our compliance programs, including those under our Chief Compliance Officer, who reports to our General Counsel, and our ESG programs. This Committee also participates extensively in our ERM and compliance programs generally, actively considering assessment and mitigation for risks that do not fall within the purview of the Audit Committee or the Compensation Committee, as well as overseeing other risks that fall within the matters covered by its charter.
Committees may address other risks on an ad hoc basis, as appropriate. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing our Company, allowing the consideration of key risks to be allocated across Committees so that sufficient time, attention and expertise are directed to the respective risks the Company faces.
Anti-Hedging and Insider Trading Policies
Our stock ownership guidelines and our Policy Regarding Trading in Company Securities (Insider Trading Policy) include prohibitions against speculative trading activities in relation to Company securities. Senior employees, including executive officers and non-employee directors, are strictly prohibited from entering into any transaction that would operate as a hedge against their stock ownership position or that would hedge against the financial effect of their building up stock ownership to reach the requirements set forth in our stock ownership guidelines. Under our Insider Trading Policy, directors, certain employees (including executive officers) and other individuals with access to material non-public information about the Company are prohibited from engaging in transactions in Company securities during blackout periods (other than in accordance with a pre-approved Rule 10b5-1 trading plan), and such persons are required to preclear (through discussion) any transactions in Company securities with a member of our legal department who is trained in these conversations. Certain insiders who have been identified as regularly having access to material nonpublic information are restricted to trading during quarterly open window periods, and then may trade only after preclearance. Under our policy governing 10b5-1 trading plans, we permit all directors and employees, including executive officers, to enter into 10b5-1 plans during an open window period when they are not in possession of material nonpublic information. All plans must have a 30-day “cooling-off” period between entering into a plan and the start of trading under that plan, and no plan may be shorter than six months or longer than 18 months.
Committees of the Board of Directors
The Board currently has three standing committees: the Compensation Committee, the Audit Committee and the Nominating and Governance Committee. Upon recommendation of the Nominating and Governance Committee, the full Board appoints members of each committee. Each committee is responsible for appointing its chair.

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Compensation Committee
The Compensation Committee establishes or approves all policies and procedures related to our human resources function with respect to our executive officers, including employee compensation, incentive programs, and the 401(k) Plan, and administers our stock incentive plans. Additionally, this Committee evaluates and establishes the respective compensation of our executive officers on an individual basis, including our Chief Financial Officer (CFO), and recommends compensation of our CEO for approval by the Board. The Compensation Committee also reviews the compensation of certain other members of our senior management team and recommends to the Board the compensation for our non-employee directors. For a description of the role of the Compensation Committee, its consultants and Management in setting executive compensation, see “Executive CompensationCompensation Discussion and AnalysisHow We Make Decisions Regarding Executive Pay.” The Compensation Committee also approves our compensation discussion and analysis included in our annual proxy statements. The Compensation Committee oversees our leadership development and management succession planning (although the Nominating and Governance Committee oversees the CEO succession planning process), as well as our diversity initiatives. Additionally, the Compensation Committee oversees human capital management matters, including reviewing and overseeing key diversity and inclusion initiatives and Human Resources policies and practices.
The agenda for meetings of the Compensation Committee is determined by its Chair with the assistance of our CEO, CFO, Chief Human Resources Officer (CHRO) and General Counsel and Secretary. Compensation Committee meetings are regularly attended by the CEO, the CFO, the CHRO and the General Counsel and Secretary. At certain meetings during fiscal 2022, including each of its regular meetings, the Compensation Committee met in executive session. The Compensation Committee’s Chair reports the Committee’s recommendations on CEO executive compensation to the Board, which sets the CEO’s compensation, and reports its determinations on other executive compensation to the Board. Independent advisors and our finance, human resources, benefits and legal departments support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under its charter to retain, approve fees for (and, as may be necessary or advisable, change or terminate) a compensation consultant, legal counsel or other advisor as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee annually evaluates the independence of its consultants, assesses their performance and establishes annual scope of work and fees for the consultants pursuant to a pre-approval policy. The Compensation Committee engages Frederic W. Cook & Co. (FW Cook) as its compensation consultant.
The Compensation Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021. The Compensation Committee held four meetings during fiscal 2022. The current members of the Compensation Committee are Ms. Dufresne (chair) and Messrs. Artz, Muehlbauer and Roy, each of whom is an independent director under the SEC rules and NYSE listing standards applicable to compensation committee members.
Audit Committee
The Audit Committee is responsible for monitoring the integrity of our financial reporting process and systems of disclosure controls and internal controls over financial reporting; monitoring the independence and performance of our independent registered public accounting firm; and overseeing our internal audit department. Among the Audit Committee’s duties are to review the results and scope of the audit and other services provided by our independent registered public accounting firm. The Audit Committee is also responsible for overseeing the finance and accounting matters regarding related party transactions under our Related Party Transaction Policy and certain compliance matters under our Code of Conduct.
The Audit Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021. The Audit Committee held four meetings during fiscal 2022. The current members of the Audit Committee are Mses. Bates (chair) and Boyland and Messrs. Mohammad, Muehlbauer and Stahl, each of whom is an independent director under SEC rules and the NYSE listing standards applicable to audit committee members. The Board has determined that all members of the Audit Committee are financially literate, and Ms. Bates is an audit committee financial expert, as defined by the rules and regulations of the SEC.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for developing, reviewing and recommending to the Board for adoption our Corporate Governance Principles; identifying and nominating candidates for election to the Board; assessing and making recommendations to the Board regarding the size and composition of the Board; making recommendations to the Board regarding the size, composition, scope of authority, responsibilities and reporting obligations of each of the Board’s Committees; assisting the Board in facilitating performance reviews of the Board and its Committees and members; oversight of our ESG programs; oversight of our CEO succession planning process; and other duties and responsibilities. The Nominating and Governance Committee is also responsible for reviewing related party transactions under our Related Party Transaction Policy and oversees certain compliance matters under our Code of Conduct that are not related to finance or accounting (which are overseen by the Audit Committee), and provides oversight of general risk and compliance areas not falling under the Audit Committee or Compensation Committee. Additionally, the Nominating and Governance Committee oversees our political
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contributions, policies and commitments. Our Political Activities and Government Relations Policy, together with our Code of Conduct, provide for oversight of political contributions, including that any corporate contributions must be reviewed and approved in writing by our General Counsel, be in compliance with applicable law and be properly disclosed.
For information regarding the director nomination process undertaken by the Nominating and Governance Committee, please refer to “Proposal 1Election of DirectorsNomination of Directors.”
The Nominating and Governance Committee’s charter is available on our website, www.unfi.com. The charter was most recently amended in March 2021. The Nominating and Governance Committee held four meetings during fiscal 2022. The current members of the Nominating and Governance Committee are Mses. Clark (chair) and Boyland and Messrs. Artz and Roy, each of whom is an independent director under SEC rules and NYSE listing standards.
Board Meetings
During fiscal 2022, the Board met seven times and following each of the Board’s regularly scheduled quarterly meetings, the non-employee directors met in executive session without the presence of Management. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served. We encourage each member of the Board to attend our annual meeting of stockholders. All ten of our directors standing for re-election who were directors at that time attended our last annual meeting. Mr. Mohammad was appointed after our annual meeting of stockholders.
Stockholder Engagement
Stockholder engagement is an important and regular part of the Company’s strategy so that the Board and Management are aware of and respond to stockholder input on a broad spectrum of business and governance matters. Members of Management, including our General Counsel and Secretary, CHRO, head of Investor Relations, and head of our Sustainability and Social Impact team, as primary participants, have engaged in discussions with stockholders as part of our efforts to gain an understanding of stockholder views. Directors are generally available to participate in our engagement meetings upon request from stockholders, and this year Mr. Stahl, our Independent Chair, joined an investor call. For the fifth consecutive year, the Company reached out to a significant percentage of its stockholders, and we met with holders representing more than 50% of our outstanding shares. The Company has found its outreach efforts over the past five years to be very helpful in understanding our investors’ perspectives on various business and governance matters and intends to maintain ongoing discussions with a large number of investors each year. Additionally, members of our ESG team engaged in ESG-focused meetings with certain investors, upon request.
Topics of discussion included business performance; our refined strategy under an expanded leadership team; our corporate governance, including Board refreshment and Board oversight; our commitments to human capital management and diversity and inclusion; our ESG programs and initiatives, including our third-party validated climate targets and progress on ESG goals; our supply chain engagement; and our executive compensation. Investors were complimentary of the changes made to our executive compensation program in fiscal 2022 in response to stockholder feedback and our demonstrated responsiveness to stockholder feedback overall.
After our engagement discussions, Management provides the feedback received from our stockholders to the Board. Since the beginning of 2021, we have taken the following governance actions directly responsive to our stockholder conversations:
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WHAT WE HEARDWHAT WE DID
Include reputational harm as a clawback trigger
Enhanced our recoupment policy to include misconduct and reputational harm and provide for forfeiture of incentive compensation in certain cases of misconduct resulting in financial harm and to require disclosure in certain circumstances
Disclose metrics of Board composition and individual diversityIncluded Board composition metrics in our proxy statement disclosure and, beginning this year, individual diversity metrics in our Director skills matrix
Separate role of CEO and Chair
Upon appointing a new CEO, we separated the role of CEO and Chair of the Board and appointed an Independent Chair
Enhance HCM disclosureAdded disclosure in our proxy statement about programs offered to employees for recruiting, engagement and career development
Expand ESG disclosureExpanded ESG disclosure in our proxy statement, ESG Report and through the launch of our Better for All campaign
Continue Board evaluation and refreshmentContinuously evaluate our Board and refreshment efforts (added four new independent directors in last five years, including one in 2022)
Disclose EEO-1 Report
In addition to the diversity disclosures in our Better for All Report, we intend to disclose our EEO-1 report beginning with our 2023 filing
See “Executive Compensation—Compensation Discussion and Analysis—Say on Pay Vote, Investor Engagement and Responsive Action” for a discussion of actions we took in response to conversations regarding executive compensation.
Board Evaluation and Refreshment
Our Board regularly evaluates its performance and composition, assessing individual director’s skills, qualifications and experience to align the overall Board composition to best meet the needs of the Company’s evolving long-term business strategy. Each year, the Board undertakes a thorough Board and Committee evaluation process, including peer feedback on individual directors, using a comprehensive set of questionnaires requesting quantitative and qualitative input from directors. The Board uses a skills matrix to assess the contributions, background and experience of each director with those sought-after skills. In 2022, the Board engaged a third-party to conduct the Board and Committee assessment, working with the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee also considers any additional skills, qualifications and experience that may be needed to meet the evolving strategic needs of the Company. The Nominating and Governance Committee is committed to considering a facilitated, third-party assessment every two to three years.
The Committee considers prospective candidates and identifies appropriate individuals for the Board’s further consideration. The Nominating and Governance Committee also assesses the proper mix of skills and expertise for directors serving on the Board’s committees. The Board is highly skilled and qualified, and committed to the Company’s success, as indicated by the high attendance rate and robust discussion and debate that occurs during each Board and committee meeting.
In early fiscal 2022, upon the appointment of Mr. Douglas as our new CEO and board member, the Board, upon the recommendation of the Nominating and Governance Committee, appointed Mr. Stahl as Independent Chair of the Board and Mr. Roy stepped down as Lead Independent Director. Additionally, Ms. Dufresne was appointed as Chair of the Compensation Committee. Further, in fiscal 2022, our Board, upon the recommendation of the Nominating and Governance Committee, revised the composition of the Compensation Committee and the Nominating and Governance Committee. The current composition of each committee is disclosed above.
In fiscal 2022, the Board and Nominating and Governance Committee considered additional skills and experience that would be desirable in light of our strategy and focused on adding a director with strategic leadership and information technology experience. At the recommendation of our third-party search firm, the Board appointed Shamim Mohammad to the Board in February 2022. Mr. Mohammad is also a member of the Audit Committee.

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Board Tenure
We aim to maintain a mix of short-, medium- and long-tenured directors, which we believe promotes strong Board governance.
Average Director Tenure is 7.7 years
5 Directors4 Directors2 Directors
0 - 4 years 5 - 9 years10+ years
Board Diversity
Our Board is diverse in gender and ethnic background, as well as having a broad range of experience. The Nominating and Governance Committee charter provides for the consideration of diversity, including gender, race, ethnicity, sexual orientation and veteran status, when considering Board candidates. As provided below, our Director skills matrix now includes individual diversity metrics as requested by our stockholders. In fiscal 2022, the Board amended our Corporate Governance Principles to formally require the initial pool of director candidates for any director search to include qualified diverse candidates to further support our commitment to a diverse and qualified Board.
431
are femaleidentify as a Racially or Ethnically Diverseidentifies as LGBTQ+
    


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Summary of Board Skills, Experiences and Qualifications
Skills, Experiences and QualificationsDirector
ArtzBatesBoylandClarkDouglasDufresneFunkMohammadMuehlbauerRoyStahl
Significant experience in business, education, the professions or public service üüüüüüüüüüü
Commitment to areas aligned with the Company’s public interest commitmentsüüüüüüüüüüü
Service as an executive officer for another public companyüüüüüüü
Experience in the Company’s industryüüüü
Experience with risk oversightüüüüüüüüüü
Experience with stockholder engagementüüüüüüü
Information technology experienceüüüü
Experience in leadership developmentüüüüüüüüü
Experience with mergers and acquisitionsüüüüüüüüüü
eCommerce experienceüüü
Supply chain management experienceüüüüüüü
Consumer products/retail experienceüüüüüü
Senior operations management/CEOüüüüüü
Strategic thinking, planning and executionüüüüüüüüüüü
Operating financial expertise (CFO)üüüü
Senior operations experience in industry or adjacent industryüüüü
Large-scale transformation/innovation experienceüüüüüüü
DiversityFemaleFemale

Racially Diverse
Female

LGBTQ+

Veteran
Female

Racially Diverse
Ethnically Diverse
Environmental, Social and Governance Practices
At UNFI, we are committed to being good stewards of our planet, our communities and our people through tangible action. We seek to lead by example on social and environmental issues of critical important to society and strive to be a force for positive change in the food system. This commitment is described in our Social and Environmental Policy, which was most recently updated in September 2020 and is available on our website, www.unfi.com. Our Nominating and Governance Committee has direct oversight of our policies and strategies addressing ESG matters, including sustainability, corporate social responsibility and political contributions, and is responsible for reporting to the Board on such matters at least annually. The ESG Executive Committee, an executive steering committee formed in 2020 to oversee implementation of our ESG initiatives, provides executive sponsorship for our ESG strategy and goals. We also developed emissions reduction targets, which were validated by the Science Based Targets initiative in April 2022.
In March 2022, we issued our 11th annual report on our social and environmental impacts, and the first update to our Better for All plan, which seeks to build a food system that is better for our people, our communities and our world. The Better for All Report, available on our website, www.betterforall.unfi.com, expands upon the six impact focus areas announced last
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year to provide a more in-depth look at our direct and indirect impacts at multiple points along our value chain. Our key focus areas now include Diversity and Inclusion, Responsible Procurement, Community Development, Governance, Associate Safety and WellBeing, Climate Action, Waste Reduction, Customer Health and Safety and Energy Efficiency. Our Better for All Report highlights our progress toward achieving our ESG goals and references Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) standards and Task Force on Climate Related Financial Disclosures (TCFD). The GRI and SASB tables are available on our website. The Better for All Report and its disclosures are not incorporated by reference into this proxy statement.
Our “Better for All” Report takes a more holistic view of the Company’s value chain and demonstrates accountability for the critical role we play, given our position and scale, to drive change across the food industry. Our plan includes expanding and enhancing our policies and practices related to climate change, waste reduction, food access, safety and wellbeing and diversity and inclusion.
We’re on a mission to make the world a better place, not just for one, but for all. Our key highlights and achievements toward attaining our ambitious long-term goals include the following:
Governance
Board receives regular ESG updates.
Added two new goals in furtherance of our diversity and inclusion strategic plan.
Launched ‘Missions’ platform to promote awareness of our goals and actively promote associate engagement of our ESG programs.
Upstream
Climate targets covering scopes 1, 2 and 3 validated by the Science Based Targets initiative in April 2022.
Launched the UNFI Climate Action Hub, providing tools and resources to our suppliers to help innovate and scale climate solutions across the food system.
Revamped supplier diversity program and hired a new Manager of Supplier Diversity in April 2022.
Operations
Elevated lead safety to SVP role to further enhance our focus on the safety of our associates.
Achieved LEED® Gold certification for Riverside, CA distribution center.
Received a score of 100 on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index and a score of 100 against the Disability Index.
Established Diversity Council and launched six associate-led Belonging and Innovation Groups
Downstream
Launched UNFI Food Equity Project, a program of the UNFI Foundation, which aims to invest in community-led solutions that create more equitable access to fresh, healthy food.
Expansion of relationship with Too Good to Go, an innovative food waste reduction app and the largest business-to-consumer marketplace for surplus food.
Human Capital Management
A major part of our ESG initiatives and key element of our UNFI Pride strategic pillar is creating a diverse and inclusive workplace. Our employees are critical to supporting our values and achieving our strategic vision. We are focused on associate engagement, empowerment and safety to foster innovation and bring best-in-class solutions to our customers and suppliers in an ever-changing retail landscape, including new ways of work scheduling and productivity investments. Our Compensation Committee oversees human capital management matters with a focus on associate wellbeing across a variety of measures.
We discuss our dedication to human capital management, including disclosure of certain diversity metrics, in our 2021 Better for All Report, which can be found on our ESG website, www.betterforall.unfi.com. More information regarding human capital management may be found in our recently filed Annual Report on Form 10-K.


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Diversity and Inclusion
We pledge to promote equity, celebrate diversity, dismantle systemic racism and support justice and inclusion for all. Our Board is diverse in gender and ethnic background, as well as having a broad range of experience. Four out of eleven directors are female, with two members identifying as African American, one member identifying as Asian American, one member identifying as LGBTQ+ and one member identifying as a veteran. We recognize that innovation thrives when there is unity and respect for diverse backgrounds and perspectives. Additionally, we aim to foster a culture of belonging, equity and empathy through open dialogues, educational opportunities and by honoring the experiences and special events that speak to our associates’ many identities. Over the last three years, we are actively working on the following initiatives to promote our pledge of creating an equitable, diverse and inclusive environment for all:
Ongoing member of CEO Action for diversity and inclusion.
Launched six Belonging and Innovation Groups for associates.
Adopted a diverse slate requirement for director candidates in September 2021 to further support diversity among our Board.
Built a diversity and inclusion team and created a diversity and inclusion strategy, including:
Hiring a Vice President of Diversity and Inclusion;
Establishing a diversity council which has taken an active role in advocating for and celebrating diversity;
Providing helpful diversity and inclusion information on our associate platforms, including diversity and inclusion training; and
Implementing a policy to present a diverse candidate slate for all director and above roles.
Matched associate donations to organizations fighting for racial justice and reform, including the NAACP Legal Defense and Educational Fund and the American Civil Liberties Union (ACLU) Foundation.
Included discussion of gender, ethnicity, tenure and generation statistics into our year-end performance review discussions for leaders to mitigate against unconscious bias.
Developing Talent
Attracting and retaining talent is one of our top priorities. Our goal is to differentiate ourselves in the market by offering unprecedented flexibility to associates. To reduce turnover, we have an emphasized focus on and commitment to our associates, their experiences and their engagement. As a result, in fiscal 2022 our associate engagement scores improved over the prior year. We are committed to the continued support and development of our associates and provide access to robust leadership development programming, role-based training and other career development opportunities at every stage of an associate’s tenure. Designed to enhance the leadership capabilities of our people, the Emerge program for front-line leaders and the Evolve program for our mid-level managers invite participants from all departments to come together to learn and practice their management skills and identify opportunities to lead more effectively. The Elevate program for director-level and above associates, as well as the Operations Leadership Academy for leaders in our distribution centers, work to solidify our talent pipeline and promote the success of the organization’s future leaders. In addition, we partner with key groups within the organization, such as Sales and Risk & Safety, to develop role-based training to drive greater productivity and safety. We also offer associates additional learning and career development opportunities that extend from skills-based training deployed electronically through our BetterU learning system, to mentorship programs and career development discussions and beyond. We also provide flex-shift and quarterly performance check-ins.
Compensation and Benefits
Our compensation and benefits programs are designed to promote a culture of wellbeing and recognize our associates for their outstanding achievements and dedication to serving our customers and keeping them safe during even the most challenging of times. We are committed to offering market competitive pay programs which reward high levels of performance, and behaviors that challenge convention and drive company success. Our short-term incentive programs model the Company’s financial goals and are intended to align our eligible associates’ rewards with our financial success. Long-term incentives, including restricted stock units and performance awards, are designed to attract and retain innovative leaders and align their financial interests with those of our stockholders and other stakeholders. As part of our commitment to recognize our associates’ “whole self” – health, finances and overall wellbeing – we offer the following benefits to eligible associates:
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Comprehensive health and welfare benefit program providing a variety of medical, dental and vision options
Revamped employee education assistance program to provide for prepayment rather than reimbursement benefit and to no longer require that the program be related to the associate’s position at UNFI
Voluntary benefits like long-term disability and optional life insurance
No-cost wellness program
Paid time off programs, including parental paid leave
Employee assistance program
401(k) plan
Back-up childcare program
Creating a Safe Environment
Safety is at the forefront of everything we do. We continue to focus on the safety of our associates, customers and communities with enhanced sanitation and increased safety measures. We also have invested in several initiatives, including the development and implementation of a new safety brand and pledge, Every Moment Matters, that is designed to foster a caring culture. We have implemented interactive and proven training programs, which were rolled out across our network, and include ergonomic experts and interactive training. In fiscal 2022, we created a new role and hired a new Senior Vice President, overseeing occupational and food safety. We also cultivate a culture of openness to foster an emotionally safe environment and continue to strive for zero workplace injuries.


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Proposal 1—Election of Directors
Directors and Nominees for Director
The Board currently consists of eleven directors, each of whose terms will expire at the Annual Meeting.
Mses. Bates, Boyland, Clark and Dufresne and Messrs. Artz, Douglas, Funk, Mohammad, Muehlbauer, Roy and Stahl have been nominated to stand for election as directors at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each nominee has indicated his or her willingness to continue to serve if elected by our stockholders. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe any of the nominees will be unable to serve if elected.
We have included below information concerning the business experience and qualifications, and the age as of November 14, 2022, of each of our director nominees.
The Board unanimously recommends that stockholders vote “FOR” each of the director nominees. Proxies received by the Board will be voted “FOR” each of the nominees unless a contrary choice is specified in the proxy.

Nominees for Election as Directors for a Term Expiring at the Next Annual Meeting
artz1114571002.jpg
Eric F. Artz
Age: 55
Board Member since October 2015
Compensation Committee Member
Nominating & Governance Committee Member
Mr. Artz previously served on the Compensation Committee from December 2015 to September 2020. Mr. Artz has served as President and Chief Executive Officer, as well as on the board of directors, of Recreational Equipment, Inc. (REI), an American retail and outdoor recreation services corporation, since May 2019. He served as Executive Vice President and Chief Operating Officer of REI from August 2014 to May 2019. In addition to this role, Mr. Artz also served as Executive Vice President, Chief Financial Officer and Treasurer of REI from May 2012 to December 2015. Prior to REI, Mr. Artz served as Chief Financial Officer for Urban Outfitters, Inc. from February 2010 to April 2012. From August 1992 until January 2010, Mr. Artz served in various positions of increasing responsibility at VF Corporation.
Skills and Qualifications: Mr. Artz’s professional experience brings valuable knowledge and insight to our Board. The Board values his experience as a Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, which provides him with valuable knowledge and insight regarding operations of retailers as well as the background and experience in overseeing the audits of financial statements, communicating with independent auditors and assisting with the general oversight of accounting and financial reporting processes.
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Ann Torre Bates
Age: 64
Board Member since October 2013
Chair of the Audit Committee
Ms. Bates has served as a member of the board of directors of Ares Capital Corporation since 2010 and currently chairs its Audit Committee. Since September 2022, Ms. Bates has served as a director and member of the audit committee of Ares
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Strategic Income Fund. She held a directorship at Allied Capital Corporation until it was acquired by Ares Capital Corporation in 2010. Ms. Bates also serves as director or trustee of 17 investment companies in the Franklin Templeton Group of mutual funds, and sits on those audit committees. Ms. Bates was a strategic and financial consultant from 1997 to 2012. From 1995 to 1997, Ms. Bates served as Executive Vice President, Chief Financial Officer and Treasurer of NHP, Inc., a national real estate services firm. Ms. Bates previously served as a member of the board of directors of Navient Corporation from April 2014 to August 2016, and she served on the board of directors of Navient’s predecessor, SLM Corporations, from 1997 to 2014.
Skills and Qualifications: Ms. Bates’ professional experience and service on other boards brings valuable knowledge and insight to our Board. The Board values her experience serving on audit committees, which the Board believes her service on other audit committees provides her with the background and experience in overseeing the audits of financial statements, communicating with independent auditors and assisting with the general oversight of accounting and financial reporting processes.
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Gloria R. Boyland
Age: 62
Board Member since January 2021
Audit Committee Member
Nominating & Governance Committee Member
Ms. Boyland is a retired senior executive of the FedEx Corporation, where she served as Corporate Vice President, Operations and Service Support (beginning in 2015). Ms. Boyland led advanced operations technology initiatives, electro mobility, network and fleet automation, service quality and customer experience improvements, and new service offerings for the company. Prior to her tenure at FedEx, Ms. Boyland held leadership positions in various functions at GE Capital Corporation, including Six Sigma Quality, mergers and acquisitions and acquisition integration. She also practiced for eight years as a commercial transactions and investment attorney at GE. Ms. Boyland currently serves on the boards of directors of Vontier Corporation and Memphis Brooks Museum of Art, and previously served as a member of the boards of Chesapeake Energy Corporation and UMRF Ventures, Inc. In 2016, Ms. Boyland was appointed to the U.S. DOT Advisory Committee on Automation in Transportation. Ms. Boyland also served as a strategic advisor of Aurora Technologies, LLC.
Skills and Qualifications: Ms. Boyland’s extensive experience leading operational transformation at global companies and customer service, coupled with her leading-edge, future-focused logistics and supply chain knowledge, make her a valuable addition to our Board.
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Denise M. Clark
Age: 64
Board Member since February 2013
Chair of the Nominating & Governance Committee
Ms. Clark served as Senior Vice President and Global Chief Information Officer for The Estée Lauder Companies Inc. from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc. from October 2007 to November 2012. Ms. Clark also served at Mattel, Inc., where she was Global Chief Technology Officer and later Chief Information Officer for the Fisher Price brand between January 2000 and February 2007. Ms. Clark’s previous experience includes two other consumer goods companies, Warner Music Group, formerly a division of Time Warner Inc., and Apple Inc. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms and innovative business transformation initiatives. Ms. Clark previously served as a director of Six Flags Entertainment Corporation from August 2021 to August 2022 and as a member of the board of directors of Caesars Entertainment Corporation and as chair of its compensation committee from October 2018 to July 2020.
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Skills and Qualifications: Ms. Clark’s extensive background, particularly her expertise involving information technology and transformation initiatives, allows her to provide the Board valuable guidance on our strategic initiatives, especially as it relates to information technology solutions.
sandy.jpg
J. Alexander Miller Douglas
Age: 61
Board Member since August 2021
UNFI Chief Executive Officer
Mr. Douglas, was appointed as our CEO in August 2021 and most recently served as the Chief Executive Officer of Staples, Inc., an office retail company, from April 2018 to June 2021, which included leading that company’s business-to-business distribution platform. Prior to Staples, Mr. Douglas served as President of Coca-Cola North America until February 2018, where he led the $10 billion revenue business, encompassing all aspects of its consumer and business-to-business operations. During Mr. Douglas’ 30-year tenure at Coca-Cola, he also served as Global Chief Customer Officer, and held a variety of positions across sales and marketing. Mr. Douglas began his career at The Procter & Gamble Company in sales and sales management positions. Since May 2020, Mr. Douglas has served as a member of the board of directors of Wawa Inc., a leading convenience retailer in the Eastern United States.
Skills and Qualifications: Mr. Douglas’s experience at large public companies, including his extensive experiences leading consumer and business-to-business-to-consumer distribution operations, brings valuable insight to the Board beyond the knowledge and insight he brings from being our Chief Executive Officer.
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Daphne J. Dufresne
Age: 50
Board Member since October 2016
Chair of the Compensation Committee
Ms. Dufresne served on the Nominating and Governance Committee until September 2021. Ms. Dufresne has been a Managing Partner of GenNx360 Capital Partners, a venture capital firm that specializes in acquisition, buyouts, and turnaround of underperforming businesses, since January 2017. Ms. Dufresne was previously a Managing Director of RLJ Equity Partners, a private equity fund, from December 2005 to June 2016. Ms. Dufresne participated in building the RLJ investment team, raising capital to fund its operations and constructing a partnership with The Carlyle Group, a global private equity firm. Prior to that role, Ms. Dufresne was a Venture Partner during 2005 with Parish Capital Advisors, an investment fund for emerging and experienced institutional investors and a Principal from 1999 to 2005 at Weston Presidio Capital, a private equity organization. She also served as Associate Director in 1997 in the Bank of Scotland's Structured Finance Group. Ms. Dufresne has been a director of Condor Hospitality Trust, Inc. since June 2015, and was appointed chair in May 2019.
Skills and Qualifications: Ms. Dufresne’s professional experience, including her role as an equity investor for over 23 years, brings valuable knowledge and insight to our Board. Ms. Dufresne is very familiar with conducting due diligence, negotiating purchase and sale agreements and leading the board during these processes. She possesses experience in owning and managing enterprises like our Company and is familiar with corporate finance, strategic business planning activity and general issues involving various types of stockholders.



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Michael S. Funk
Age: 68
Board Member since February 1996
Mr. Funk served as Chair of the Board from January 2003 to December 2003, and again from September 2008 to December 2016. Mr. Funk served as our President and Chief Executive Officer from October 2005 to September 2008. Mr. Funk also served as Vice Chair of the Board from February 1996 until December 2002, as our Chief Executive Officer from December 1999 until December 2002 and as our President from October 1996 until December 1999. Until January 1, 2019, Mr. Funk served as an executive advisor to us. From its inception in July 1976 until April 2001, Mr. Funk served as President of Mountain People’s Warehouse, Inc., now known as United Natural Foods West, Inc., one of our wholly-owned subsidiaries.
Skills and Qualifications: Mr. Funk’s extensive knowledge of our industry through his past service as our Chief Executive Officer brings to the Board valuable insight and a strong understanding of the natural and organic products distribution business. His deep institutional knowledge of our business and industry is valuable to the Board.
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Shamim Mohammad
Age: 53
Board Member since February 2022
Audit Committee Member
Mr. Mohammad currently serves as Executive Vice President and Chief Information and Technology Officer of CarMax Inc., the largest used car retailer in the United States, third largest wholesaler of used cars in the United States and a leading auto finance company, a position he has held since April 2021. He has held various senior technology roles of increasing responsibility since 2012. Prior to joining CarMax, Mr. Mohammad held information technology leadership roles at BJ’s Wholesale Club Inc., Blockbuster, Inc. and TravelClick, Inc. In 2020, MIT Sloan selected Mr. Mohammad as the recipient of the CIO Leadership Award, which recognizes CIOs who lead their organizations to deliver exemplary levels of business value through the innovative use of technology. Mr. Mohammad is a registered CPA.
Skills and Qualifications: Mr. Mohammad has strong financial oversight experience and brings with him a wealth of financial expertise. Mr. Mohammad’s proven track record in strategic leadership, development of forward-thinking technology solutions and business transformation make him a valuable addition to our Board.
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James L. Muehlbauer
Age: 61
Board Member since April 2019
Audit Committee Member
Compensation Committee Member
Mr. Muehlbauer previously served as a member of the Nominating and Governance Committee from May 2019 to September 2020. Mr. Muehlbauer served as the Executive Vice President, Chief Financial and Administrative Officer for The Valspar
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Corporation from 2013 to 2017. Prior to that role, Mr. Muehlbauer served as Executive Vice President and Chief Financial Officer of Best Buy Co., Inc. from 2007 to 2013.
Skills and Qualifications: Mr. Muehlbauer’s extensive finance, commercial and leadership experience with complex, multinational organizations provide him with background and experience in strategic planning, financial oversight, and large-scale business transformations. Mr. Muehlbauer’s knowledge and experience in broad strategic transitions and large-scale integration efforts are a valuable addition to our Board.
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Peter A. Roy
Age: 66
Board Member since June 2007
Compensation Committee Member
Nominating & Governance Committee Member
Mr. Roy served as the Lead Independent Director of the Board from September 2019 until August 2021. Mr. Roy is an entrepreneur and since 1999, Mr. Roy has served as a strategic advisor to North Castle Partners, a private equity firm focused on healthy living and aging investments. Mr. Roy has worked with many iconic brands such as Stonyfield Farms and Applegate. From 1993 to 1998, Mr. Roy served as President of Whole Foods Market, Inc. and, for five years prior to that, served as President of that company's West Coast Region. Since April 2021, Mr. Roy serves on the board of Thrive Acquisition Corp.
Skills and Qualifications: Mr. Roy’s experience as the President of Whole Foods Market, Inc. allows him to provide the Board essential insight and guidance into the day-to-day operations of natural and organic products retailers, including our largest customer. In addition, his experience in the healthy lifestyle industry provides valuable insights and helps the Board maintain its focus on our core values, including our sustainability goals.
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Jack Stahl
Age: 69
Board Member since June 2019
Independent Chair
Audit Committee Member
Mr. Stahl previously served as a member of the Compensation Committee and as Chair of the Compensation Committee from September 2020 to August 2021. Mr. Stahl has served as a member of the Board and the Lead Director of Catalent, Inc., a contract manufacturing and development company for drugs, biologics and consumer health products since August 2014. Mr. Stahl served as President and Chief Executive Officer of Revlon Inc., a multinational cosmetics, skin care, fragrance and personal care company, from 2002 until his retirement in 2006. Prior to joining Revlon, Mr. Stahl served as President and Chief Operating Officer of The Coca-Cola Company from 2000 to 2001, after previously serving in various management positions of increasing responsibility, including Chief Financial Officer, during a tenure with Coca-Cola which began in 1979. Today, Mr. Stahl also serves on the U.S. board of advisors of CVC Capital, a private equity firm. Additionally, he formerly served on the boards of Advantage Solutions LLC, Schering Plough Corporation, Dr Pepper Snapple Group, Saks, Inc., Coty Inc. and Ahold Delhaize, and was chairman of the board of managers of New Avon LLC.
Skills and Qualifications: Mr. Stahl has extensive leadership and significant Board experience. Mr. Stahl has a long-term record of profit and value driving performance in both stable and turnaround operating environments; and significant experience with complex, large, and dynamic organizations. At The Coca-Cola Company and Revlon, he gained significant skills and general management experience in building brands, maximizing customer relationships, and reducing costs.
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Majority Vote Standard for Election of Directors
Our Bylaws provide for a majority voting standard for the election of directors in an uncontested election. If the number of nominees exceeds the number of directors to be elected in an election (a contested election), directors will be elected by a plurality standard. When the number of nominees does not exceed the number of directors to be elected (an uncontested election), however, as is the case for this Annual Meeting, our Bylaws require each of the directors to be elected by a majority of the votes cast (that is, the number of shares voted “for” a director must exceed the number of shares voted “against” that director). If a nominee who is serving as a director is not elected at the Annual Meeting, under Delaware law the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, any director who fails to be elected must offer to tender his or her resignation to the Board. The Nominating and Governance Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who offers to tender his or her resignation will not participate in the Board’s decision or the Nominating and Governance Committee’s deliberations (if the director is a member of that committee). All nominees for election as directors at the Annual Meeting are currently serving on the Board.
Nomination of Directors
The Nominating and Governance Committee reviews the qualifications of every person recommended as a nominee to the Board, including potential nominees recommended by our third-party recruiting firm, to determine whether the recommended nominees are qualified to serve on the Board. The Nominating and Governance Committee has adopted standards by which it identifies nominees and determines if nominees are qualified to serve on the Board. Additionally, in September 2021, the Board revised the Corporate Governance Principles to expressly state that any initial list of candidates for a new director appointment shall include qualified diverse candidates. The Nominating and Governance Committee evaluates recommended nominees in accordance with the following criteria:
Personal Characteristics. The Nominating and Governance Committee considers the personal characteristics of each nominee, including the nominee’s integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Governance Committee evaluates whether the nominee’s previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.
Core Competencies. The Nominating and Governance Committee considers whether the nominee’s knowledge and experience would contribute to the Board possessing certain core competencies. The Nominating and Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, senior leadership, crisis response, industry knowledge, strategy and vision, and broad-scale transition and transformation, and it periodically reassesses the specific skill sets that are needed by the Board.
Board Independence. The Nominating and Governance Committee considers whether the nominee would qualify as “independent” under SEC rules and the NYSE listing standards.
Director Commitment. The Nominating and Governance Committee expects that each of our directors will prepare for and actively participate in meetings of the Board and its committees, provide advice and counsel to our Management, develop a broad knowledge of our business and industry and, with respect to an incumbent director, substantially maintain the expertise that led the Nominating and Governance Committee to initially select the director as a nominee. The Nominating and Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.
Additional Considerations. Each nominee also is evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. Our Nominating and Governance Committee charter provides for the consideration of gender, race and ethnic diversity when considering Board candidates, and the Committee is committed to maintaining a diverse Board. The Nominating and Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses and add value to strategic plans and initiatives.
Following this evaluation, the Nominating and Governance Committee will ultimately make recommendations for membership on the Board and review such recommendations with the Board, which will decide whether to appoint the candidate to the Board.
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Stockholder Director Recommendations and Proxy Access
Stockholder Director Recommendations
The Nominating and Governance Committee evaluates nominees recommended by stockholders on the same basis as nominees recommended by any other sources, including determining whether the candidate is qualified to serve on the Board based on the qualitative standards described above. To have a nominee considered by the Nominating and Governance Committee, a stockholder must follow the procedures in our Bylaws related to director nominations described under “Other MattersStockholder Proposals for the Next Annual Meeting of Stockholders.” Written notice must be delivered or sent by first class U.S. mail addressed to Corporate Secretary, United Natural Foods, Inc., 313 Iron Horse Way, Providence, RI 02908.
Proxy Access
We have also adopted a proxy access provision in our Bylaws that permits a stockholder, or a group of up to 20 stockholders, owning, continuously for at least three years, shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s), the nominee(s), and the notice satisfy the requirements in our Bylaws. The number of potential proxy access nominees nominated by all eligible stockholders shall not exceed the greater of (A) two or (B) 20% of the directors then in office. Under our Bylaws, to be timely, notice of proxy access director nominations must be received by our Corporate Secretary at the address specified above no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 120 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of the annual meeting is first made, whichever occurs first.
Communication with the Board of Directors
Anyone who would like to communicate with, or otherwise make his or her concerns known directly to, the Board may do so. All communications should be in written form and directed to our Corporate Secretary, United Natural Foods, Inc., 313 Iron Horse Way, Providence, RI 02908, who will forward such communications to the appropriate party. All correspondence will be compiled and summarized by the Corporate Secretary and periodically submitted to the Board, individual directors or Management, as appropriate. The Corporate Secretary may also forward certain correspondence elsewhere within the Company for review by a subject matter expert and for a response, as appropriate.

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Director Compensation
The Board and the Compensation Committee review and determine compensation for our non-employee directors, based in part on a review of the annual Director Compensation Survey prepared by the National Association of Corporate Directors and other reputable sources, as well as with the input from the Compensation Committee’s independent consultant, based on benchmarking of comparable peer company director compensation. The Compensation Committee and the Board believe that we should fairly compensate non-employee directors for work required in a company of our size and scope and that our compensation program for non-employee directors should be designed to drive long-term value creation for our stockholders. Our non-employee director stock ownership guidelines, which are discussed in greater detail below, require directors to hold a substantial amount of our stock during their tenure as directors, thereby directly aligning the interests of our non-employee directors with those of our stockholders. Mr. Spinner, our former CEO, did not, and Mr. Douglas, our current CEO, does not, receive separate compensation for service on our Board.
Non-Employee Director Compensation
The components of our non-employee director compensation are annual cash retainers and awards of time-based restricted stock units (RSUs), which will vest one-year from the date of grant of the award. Each non-employee director is also reimbursed for direct expenses (e.g. travel, hotel, and meals) incurred in connection with his or her attendance at meetings of the Board and its committees.
    In September 2021, the Compensation Committee amended the Director compensation to reflect the shift to an Independent Chair-based leadership structure. After reviewing the Independent Chair compensation for our peer companies and certain other benchmark data, the Compensation Committee recommended, and the Board approved, an additional annual cash retainer for the Independent Chair. Further, in December 2021, the Compensation Committee, after reviewing certain benchmarking information and in consideration of when the Board last approved an increase, recommended, and the Board approved, an increase in the annual cash retainer for non-employee directors of $10,000. Accordingly, non-employee director compensation is as follows:
Annual cash retainer of:
$100,000 for serving as a director;
$100,000 for serving as Independent Chair;
$30,000 for serving as the chair of the Audit Committee;
$20,000 for serving as chair of the Compensation Committee; and
$20,000 for serving as chair of the Nominating and Governance Committee.
Annual equity grants of RSUs having a value, based on the stock price on the date of grant, of $162,000 for serving as a director.
Additionally, in September 2021, the Compensation Committee and Board approved payments to certain of the Company’s Directors for chair and member service on the CEO Succession Planning Committee to reflect the special nature of the Committee and the time and effort involved, as follows: $25,000 for service as a chair, $10,000 for service as a member on the Committee and $20,000 for continuing members. In addition, the Compensation Committee and Board determined that additional payments of $10,000 for one Board member, and $15,000 for another Board member, should be made given the extended service, time and effort expended by these two individuals in their capacities as Board members on the nearly year-long CEO succession and search process.
Director Compensation Table—Fiscal 2022
The following table summarizes compensation provided to each individual who served as a non-employee director during fiscal 2022.
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Director Compensation
Name
Fees Earned
or Paid in
Cash ($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(3)
Total ($)
Eric F. Artz
98,322 162,000 — 260,322 
Ann Torre Bates128,322 162,000 — 290,322 
Gloria R. Boyland(4)
108,322 282,279 — 390,601 
Denise M. Clark(5)
158,322 162,000 — 320,322 
Daphne J. Dufresne 121,202 162,000 — 283,202 
Michael S. Funk(5)
118,322 162,000 — 280,322 
Shamim Mohammad(6)
65,833 — — 65,833 
James L. Muehlbauer(5)
108,322 162,000 — 270,322 
Peter A. Roy(5)
108,322 162,000 — 270,322 
Jack Stahl(5)
219,844 162,000 — 381,844 
(1) This column shows the amount of cash compensation earned in fiscal 2022 for service on the Board and its committees.
(2) The amounts contained in this column represent the grant date fair value for the RSUs granted in fiscal 2022 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (ASC 718). The grant date fair value for RSUs is calculated based on the closing price of our common stock on the NYSE on the date of grant.
(3) As of July 30, 2022, no directors held options to purchase shares of common stock. As of July 30, 2022, each director held 3,500 unvested RSUs, other than Ms. Boyland, who held 6,099 unvested RSUs and Mr. Mohammad, who was not a member of our Board at the time of the fiscal 2022 annual grant, and therefore did not receive a grant in fiscal 2022.
(4) Ms. Boyland was appointed to the Board in January 2021. Accordingly, this grant amount is reflective of proration of the annual equity award for Ms. Boyland’s service as a director for the service period prior to the grant date. Additionally, Ms. Boyland received a payment of $10,000 for her service as a member on the ad hoc CEO Succession Planning Committee, which was approved and paid during the first quarter of fiscal 2022.
(5) Includes the following additional compensation for services on the ad hoc CEO Succession Planning Committee, which was approved and paid in the first quarter of fiscal 2022: Ms. Clark received a payment of $40,000 for her service as a member and chair of the Committee, Mr. Funk received a payment of $20,000 for his service as a member of the Committee, and Messrs. Muehlbauer, Roy and Stahl received payments of $10,000 of their service as members of the Committee.
(6) Mr. Mohammad joined the Board in February 2022 and did not receive a grant of equity for fiscal 2022.
Stock Ownership Guidelines
All non-employee directors are required to hold shares of our stock in an amount that is determined in accordance with the requirements of our stock ownership guidelines. The guidelines provide that each of our non-employee directors must acquire and hold shares of our common stock valued at five times the annual cash retainer, not including supplemental retainers for committee leadership. Our stock ownership guidelines require that each new non-employee director is expected to comply with the policy by the end of the fifth year after he or she becomes a member of the Board. Compliance with the guidelines is tested once per year for as long as the director serves on the Board. Vested and unvested restricted stock and RSUs are also included in ownership. In March 2022, we updated our stock ownership guidelines to exclude vested stock options and stock appreciation rights in calculating compliance. Pursuant to our stock ownership guidelines and insider trading policy, Directors are not allowed to hedge their interests in the stock held. Given the sustained decline in our stock price at the level specified in our stock ownership guidelines for 18 months, the five-year accumulation period was reset for our directors as of August 1, 2020, in accordance with the terms of the guidelines, and they will be required to accumulate shares to reach the required ownership level by the end of that accumulation period. As of July 30, 2022, each of our directors was in compliance.
Certain Relationships and Related Transactions
Review and Approval of Related Party Transactions
Pursuant to our Related Party Transaction Policy, our Nominating and Governance Committee reviews all transactions in which the Company or any of its subsidiaries is a participant if a “related party” will have a direct or indirect material interest and the amount involved or expected to be involved in any fiscal year exceeds $120,000. The transaction will not be approved unless, after a consideration of all relevant circumstances, the Committee determines that the transaction is in the best interests of the Company. The Nominating and Governance Committee reports any transaction that has been approved to the Audit Committee and the full Board. For purposes of this policy, “related parties” include our directors, nominees for director,
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executive officers, greater than 5% beneficial owners, any of their immediate family members (as defined in the policy, which includes additional family members beyond the SEC’s related person disclosure rules) or any entity in which they have a material interest. Among the factors that must be considered in making the determination of whether the transaction is appropriate are: the nature of the related party’s interest in the transaction; the material terms of the transaction, including whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party; the significance of the transaction to the related party and the Company; whether the transaction would impair the judgment of a director or executive officer to act in the best interests of the Company; compliance with applicable law; and any other factors deemed appropriate by our Nominating and Governance Committee. As required under SEC regulations, transactions involving amounts in excess of $120,000 in which we are a participant and as to which a related person has a direct or indirect material interest are disclosed in this proxy statement.
Each of our executive officers, directors and nominees for director is required to complete and deliver to us an annual questionnaire that includes, among other things, a request for information relating to any transactions in which (i) any executive officer, director, nominee, beneficial owner or any of their respective immediate family members or affiliates, on the one hand, and (ii) the Company or any of its subsidiaries, on the other hand, participates. We review the responses to these questionnaires as part of our process for determining whether disclosure is required to be made under the SEC’s related person disclosure rules. Based on such responses, there are no related person transactions to report.

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Audit Committee Report
The Audit Committee of the Board consists solely of independent directors, as defined by the NYSE listing standards and Section 10A of the Exchange Act and SEC rules thereunder, and it operates under a written charter adopted by the Board. The composition of the Audit Committee, the attributes of its members and its responsibilities, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. A copy of the Audit Committee’s current charter can be found in the Investors section of our website, www.unfi.com. The Board has determined that all members of the Audit Committee are financially literate and Ms. Bates qualifies as an “audit committee financial expert” within the meaning of SEC regulations.
The Audit Committee has prepared the following report on its activities with respect to the audited consolidated financial statements for the fiscal year ended July 30, 2022 (for purposes of this report, the “audited financial statements” or “consolidated financial statements”). The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933, as amended (the Securities Act) or the Exchange Act, except to the extent we specifically incorporate this report by reference in the specified filing.
As part of its delineated duties, the Audit Committee reviews the Company’s financial reporting process on behalf of the Board; reviews the financial information issued to stockholders and others, including a discussion of the quality, and the acceptability, of our accounting principles, the reasonableness of significant judgments, and the clarity of discussions in the financial statements; and monitors our systems of internal control over financial reporting and the audit process. Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, and disclosure controls and procedures designed to drive compliance with accounting standards and applicable laws and regulations. Management also is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of our own systems of internal control over financial reporting. Our independent registered public accounting firm, KPMG LLP, is responsible for performing an independent integrated audit of the consolidated financial statements and the effectiveness of internal control over financial reporting and expressing an opinion as to whether the consolidated financial statements conform with accounting principles generally accepted in the United States (GAAP) and as to whether the Company maintained effective internal control over financial reporting.
The Audit Committee has met and held discussions with Management and KPMG LLP. In our discussions, Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in conformity with GAAP. The Audit Committee has reviewed and discussed the audited financial statements with Management and KPMG LLP. The Audit Committee meets with our internal auditors and KPMG LLP, with and without Management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.
The Audit Committee held four formal meetings in fiscal 2022. The Audit Committee discussed with KPMG LLP all matters required to be discussed in accordance with auditing standards, including the statement on Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees.
KPMG LLP has also provided to the Committee the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has considered and discussed with KPMG LLP the firm’s independence and the compatibility of any non-audit services provided by the firm with its independence.
Based on the Audit Committee’s review of the audited financial statements and the review and discussions noted above, the Audit Committee recommended that the Board include the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended July 30, 2022, for filing with the SEC.
Ann Torre Bates, Chair
Gloria R. Boyland
Shamim Mohammad
James L. Muehlbauer
Jack Stahl
    
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Executive Officers of the Company
Our executive officers are elected on an annual basis and serve at the discretion of our Board. Our executive officers and their ages as of November 14, 2022 are listed below:
NameAgePosition
J. Alexander (Sandy) Miller Douglas61Chief Executive Officer
John W. Howard53Chief Financial Officer
Danielle Benedict50Chief Human Resources Officer
Eric A. Dorne62Chief Operating Officer (retired effective October 29, 2022)
Matthew Echols50Chief Corporate Affairs Officer
Mahrukh Hussain50General Counsel and Corporate Secretary
Louis Martin52Chief Strategy and Transformation Officer
Michael C. Stigers64Chief Executive Officer, Cub
Christopher P. Testa52President
We have included below information concerning the business experience and qualifications of each of our executive officers, except Mr. Douglas whose business experience and qualifications are described above in the section “Proposal 1—Election of Directors.”
John W. Howard was appointed Chief Financial Officer in February 2020. Mr. Howard previously served as our Interim Chief Financial Officer from August 2019 to February 2020. Mr. Howard joined us in July 2019 as Senior Vice President, Finance. Prior to that, Mr. Howard served as Interim Chief Financial Officer for Prime Therapeutics from July 2018 to May 2019. From August 2014 to July 2017, Mr. Howard was Vice President, Corporate Finance for Valspar Corporation leading the global accounting, tax, treasury, regional CFOs and corporate financial planning and analysis. Prior to that, Mr. Howard held a number of finance and tax roles at Celanese Corporation and Reichhold, Inc. Mr. Howard began his career as a tax consultant with Arthur Anderson and PricewaterhouseCoopers. Mr. Howard holds a Bachelor of Science and Master of Accounting, Tax, both from University of Virginia.
Danielle Benedict was appointed as our Chief Human Resource Officer in September 2017. Ms. Benedict previously served as our Senior Vice President, Human Resources from May 2016 to September 2017 and as our National Vice President, Human Resources from August 2014 to May 2016 and Director, Compensation & Benefits from April 2013 to August 2014. Prior to joining us, Ms. Benedict was Vice President, Human Resources & Leadership Development at Clean Harbors Environmental Services from 2007 to 2013. She began her career with Dunkin Brands, Inc. in 1999. Since September 2022, Ms. Benedict serves on the board of The Food Project, a non-profit organization.
Eric A. Dorne served as our Chief Operating Officer from March 2020 until his retirement on October 29, 2022. He also served as our Chief Administrative Officer and Chief Information Officer from September 2016 to March 2020. Mr. Dorne previously served as our Senior Vice President, Chief Information Officer from September 2011 to September 2016. Prior to joining us, Mr. Dorne was Senior Vice President and Chief Information Officer for The Great Atlantic & Pacific Tea Company, Inc., the parent company of the A&P, Pathmark, SuperFresh, Food Emporium and Waldbaum’s supermarket chains located in the Eastern United States from January 2011 to August 2011, and Vice President and Chief Information Officer from 2005 to 2011. In his more than 30 years at The Great Atlantic & Pacific Tea Company, Mr. Dorne held various executive positions including Vice President of Enterprise IT Application Management and Development, Vice President of Store Operations Systems and Director of Retail Support Services.
Matthew Echols has served as our Chief Corporate Affairs Officer since March 2022. Prior to joining us, Mr. Echols served as Global Vice President for Public Affairs, Communications and Sustainability at The Coca-Cola Company. Mr. Echols held several positions during his 24 years at Coca-Cola including Senior Vice President of Public Affairs, Communications and Sustainability for North America from 2015 to 2019, and from 2019-2021 a similar role in Asia Pacific based in Singapore. Before joining Coca-Cola, Mr. Echols worked on Capitol Hill for several members of the U.S. Congress. He holds a master’s degree in marketing communications from Johns Hopkins University’s Carey Business School, where he currently serves on the Dean’s Advisory Board, and a bachelor’s degree from the University of West Georgia.
Mahrukh Hussain has served as our General Counsel and Corporate Secretary since May 2022. Prior to joining us, Ms. Hussain served as Senior Vice President, Chief Commercial and Privacy Officer for McDonald’s Corporation since January 2022. During her tenure with McDonald’s, Ms. Hussain held a range of legal positions with increasing responsibility. She served as the Interim Global General Counsel and Corporate Secretary from October 2020 until April 2021. From July
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2013 through October 2020, Ms. Hussain served as McDonald’s U.S. General Counsel; from May 2011 through May 2013 she served as the Europe General Counsel; from February 2009 through May 2011 she served as the Central Division General Counsel; and from December 2000 through February 2009 she served as Managing Counsel/Senior Counsel/Counsel U.S. Real Estate Practice Groups. Prior to working with McDonald’s, she was an Associate at the law firm of Schwartz, Cooper, Greenberger, and Krauss and served one year as a judicial clerk for Justice Rita Garman. Ms. Hussain holds a bachelor’s degree in Political Science from the University of Chicago and a J.D. from the University of Illinois at Urbana-Champaign.
Louis Martin has served as our Chief Strategy and Transformation Officer since March 2022. Prior to joining us, Mr. Martin served as President of the Global Walmart Customer Team at The Coca-Cola Company since April 2016. Mr. Martin held several positions during his 15 years at Coca-Cola including Senior Vice President of System Evolution for Coca-Cola North America (May 2014-April 2016). Prior to working with Coca-Cola, Mr. Martin was with McKinsey & Company and previously with E.D. & F. Man, a British Sugar Trade House. He holds a Bachelor’s degree in English from Princeton University as well as an MBA in Finance and Management from the Stern School of Business at New York University.
Michael C. Stigers has served as the Chief Executive Officer, Cub and Executive Vice President of UNFI since 2019. Previously, he served as Executive Vice President of UNFI Fresh and CEO of Cub Foods, Minnesota’s largest retail grocery chain, since November 2018. Prior to its acquisition by UNFI, Mr. Stigers served as Supervalu’s Executive Vice President of Wholesale Supply Chain Services and Logistics since 2016. Mr. Stigers prior experience included serving as President of Shaw’s / Star Markets; Regional Vice President of Sterilox Fresh, a food safety company; and Chief Operating Officer of PW Supermarkets. Mr. Stigers began his grocery career as a part-time courtesy clerk at Safeway and has been active in several trade associations, including the California Grocers Association, past president of Western Association of Food Chains, and immediate past Chair of National Grocers Association.
Christopher P. Testa has served as our President, United Natural Foods, Inc. since August 1, 2018. In March 2020, Mr. Testa assumed additional oversight of supplier services, professional services, our Brands+ business, and our Canadian business. From August 2016 to August 2018, he served as our President, Atlantic Region. Mr. Testa previously served as President, Woodstock Farms Manufacturing, from September 2012 to August 2016 and President, Blue Marble Brands, from August 2009 until August 2016. Mr. Testa served as Vice President of Marketing for Cadbury Schweppes Americas Beverages from 2002 to 2005 and as CEO of Wild Waters, Inc. from 2005 to 2009.

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Executive Compensation
Compensation Discussion and Analysis
Overview
In this section, we describe the principles, policies and practices that form the basis for our executive compensation program and how they were applied to our Named Executive Officers (NEOs) in fiscal 2022, as well as changes we have made for fiscal 2023. For purposes of this Compensation Discussion and Analysis, the following individuals were our NEOs for fiscal 2022:
Chief Executive Officer (J. Alexander (Sandy) Miller Douglas);
Chief Financial Officer (John W. Howard);
Chief Operating Officer (Eric A. Dorne);
Chief Executive Officer, Cub (Michael C. Stigers);
President (Christopher P. Testa);
Former Chief Executive Officer and Board Chairman (Steven L. Spinner); and
Former Chief Legal Officer, General Counsel and Corporate Secretary (Jill E. Sutton).
Our compensation policies and programs are designed to support the achievement of our strategic business plans by motivating, retaining and attracting exceptional talent to develop and execute our key objectives. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities and integrity of our leaders. Our compensation programs help create a high-performance, outcome-driven and principled culture by holding leaders accountable for delivering results, developing our employees and exemplifying our core values. In addition, we believe our compensation policies and programs for leaders and employees are appropriately balanced and incentivize the achievement of short- and long-term results, and therefore drive behavior that is aligned with our overall objectives of delivering long-term growth and stockholder value for UNFI.
In fiscal 2022, we adopted further changes in our executive compensation policies to reflect best practices and in response to stockholder input. We proactively sought the views of our stockholders through our annual stockholder engagement program and adopted changes that responded to stockholder feedback. As further described below, we continue to value and respond to the preferred practices and guidelines of our stockholders on executive compensation, including the feedback received in our engagement conversations.
Business and Performance Highlights
UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs.
Fiscal 2022 was another strong year for UNFI as we continued to leverage our scale and extensive customer offering to deliver full-year results that were at, or above, our initial expectations. We appointed a new CEO, Sandy Douglas, early in the year, and during the year, added several new executive roles focused on driving our Fuel the Future strategy and the six underlying pillars that we believe will drive growth in the years to come. We continued to put the safety and welfare of our associates at the forefront of everything we do. We also issued our 2021 ESG Report that includes an update on our progress against our ambitious goals meant to make the world, our communities, and our people better.
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Key Business Highlights from Fiscal 2022
Net sales of approximately $29 billion; 7.3% growth from the prior year.
Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) of $829 million; 7.7% growth from the prior year. (See Annex B for reconciliation of adjusted EBITDA to the most comparable GAAP metric).
Net debt reduction of $174 million in fiscal 2022.
Mr. Douglas added several new strategic executive roles to support execution of our strategy, which is designed to make our customers stronger, our supply chain better, and our food solutions more inspired.
Opened and commenced operations at our new Allentown, PA distribution center.
Disclosed the addition of two new goals aimed at enhancing our diversity and inclusion initiatives in our 2021 Better for All Report and reported progress of our other human capital management initiatives around wellness, financial wellbeing and flexibility.
Science-based emissions reduction targets validated by the Science Based Targets initiative.
Elevated our safety lead to SVP role in our effort of continued focus on the safety of our associates.
performancechartsimageproxa.jpg
Note: During fiscal 2022, the Company revised its definition of Adjusted EBITDA to exclude the impact of non-cash LIFO charges or benefits. Prior periods have been revised to conform to the current year presentation.
Say on Pay Vote, Investor Engagement and Responsive Action
Our annual say-on-pay vote is one of our opportunities to understand stockholder perspectives regarding our executive compensation program. At our annual meeting of stockholders in January 2022, we submitted a proposal to our stockholders to approve, on an advisory basis, our executive compensation for our NEOs, and 92.6% of our stockholders voted for that proposal, as compared to 60.2% in January 2021, which we believe reflects our responsiveness to the feedback we heard through engagement in connection with and following our January 2021 annual meeting. In response to that feedback, we made several changes to our compensation program for fiscal 2022, as described below.
In fiscal 2022, we conducted our fifth annual stockholder outreach program, and we met with stockholders representing more than 50% of our outstanding common stock over the summer of 2022. In addition to discussing our Say on Pay results and our executive compensation program generally, we shared relevant information and solicited feedback from our stockholders on our corporate governance practices, including recent changes, our business priorities, our Fuel the Future strategy and our robust ESG program, including our Better for All campaign. See “Corporate Governance—Stockholder Engagement” for discussions of governance actions we took in response to these conversations.
In recent years, we have made several changes to our executive compensation programs in response to our investor engagement activities. Overall, the investors we met with viewed the changes we have made to our compensation program and governance program and practices positively, which is reflected in our 92.6% favorable vote at our 2022 annual meeting. Based on the feedback we heard with respect to our Say on Pay vote results at our last annual meeting, we believe the results were driven by our demonstrated responsiveness to stockholder feedback on our program and practices following our 2021 annual meeting, which include the following changes:
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WHAT WE HEARDWHAT WE DID
Viewed special severance arrangements with departing executive officers entered into in fiscal 2020 as problematic
We have entered into severance agreements with limited terms (three years) and other policies and programs that specify the benefits payable to executive officers upon a separation of employment, which have been fully disclosed to our stockholders
Did not enter into an employment agreement with our new CEO, whose terms and conditions of employment generally align with those in place for our other executive officers and plan participants, except as specifically disclosed with respect to retirement years of service and multiples for severance and change in control payments
No employment agreements, and no intention of entering into any special employment agreements, with any of our NEOs
Preference for performance-based, at-risk compensation
Beginning in fiscal 2022, equity grants are more heavily weighted to performance at 60% performance-based restricted stock units (PSUs) and 40% RSUs (compared to 50%/50% in prior years)
Add second metric to short-term incentive (STI) plan aligned to strategic priorities
Added Net Sales metric to STI plan, which, balanced with the existing adjusted EBITDA metric, aligns with our strategy to grow sales profitably
Continue to align long-term incentive plan metrics with strategic priorities
Removed leverage metric given significant progress on this metric in recent years and long-term nature of the target, reweighted adjusted EPS and adjusted ROIC metrics
Consider the addition of ESG-related metrics in compensation programs
Evaluating and tracking various ESG-related metrics to better understand our data and identify appropriate metrics
Consideration of the dilutive impact of equity awards
We are mindful of the effect of our comparatively low number of outstanding shares on the dilutive impact of our equity awards
As our stock price has increased, we have maintained disciplined grant practices reflective of market practices, resulting in decreasing dilution year-over-year. See “Executive Compensation Tables - Securities Authorized for Issuance under our Equity Compensation Plans” for more information.
In September 2022, our Board approved a share buyback program that will provide an opportunity to help offset dilution.
Other Actions Responsive to Stockholder Feedback in Recent Years
We regularly review our compensation program to align with best practices and to confirm that our program supports our pay for performance philosophy. We have a history of listening and responding to feedback from our stockholders, and we intend to continue our stockholder outreach activities to understand investor perspectives and incorporate that direct input into our program. Below are some of the other compensation actions we have implemented in recent years in response to perspectives shared with us by our stockholders:
Strengthened our recoupment policy to permit the Board to require forfeiture of incentive compensation in the event of certain misconduct causing reputational harm, and to provide for reporting of any required recoupment or forfeiture thereunder in certain circumstances;
Tied all payouts under the short-term incentive plan to pre-established financial goals that are aligned with strategic initiatives - for fiscal 2022, this was adjusted EBITDA and Net Sales to support a balanced approach of growing both top and bottom line results;
Revised payout levels at threshold and maximum of 50% and 150%, respectively, (previously 200% maximum) for annual cash incentive plan to limit potential maximum payments;
Aligned long-term incentive awards to market by extending to a 3-year cliff-vesting for performance share units, or PSUs, and reducing to a 3-year ratable annual vesting for time-based restricted share units, or RSUs;
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Implemented a new stock plan in 2020 that includes the addition of robust restrictive covenants, payment of dividends only upon vesting, one-year minimum vesting period and better defined death, disability and retirement treatment to create a uniform approach for equity participants;
Aligned pay programs competitively, both internally and externally with the market;
Use of tally sheets (showing all forms of compensation for each officer) and measurements of internal pay equity;
Aligned metrics in the long-term incentive program to key strategic priorities; for grants in fiscal 2022, that included adjusted EPS and adjusted ROIC, which we believe were the most important drivers of the Company’s long-term success;
Removed duplicative performance metric from STI and LTI plans;
Enhanced disclosures of compensation program and pay-for-performance, including the “why” for each component;
Reduced payment multiples in change in control and severance agreements, limited the number of executives covered, and limited agreements to established terms, which we intend to maintain going forward; and
Amended equity award agreements for all participants, including executives, to provide for the continuous vesting of awards in retirement, to keep executives focused on long-term performance through their retirement date and limit the need for discretion.
Executive Compensation Program Philosophy
Our executive compensation program is designed to:
ü
Attract and retain individuals with the skills to develop and execute the strategy and advance the culture necessary for us to achieve long-term growth;
ü
Maintain a strong pay for performance work environment;
ü
Motivate our executives and align their interests with those of our stockholders by delivering more at-risk pay for senior executives;
ü
Reward our executives fairly over time for performance that enhances stockholder value;
ü
Emphasize consistent and sustainable top- and bottom-line growth; and
ü
Avoid incentives encouraging excessive risk taking.
Our executive compensation program is also designed to reinforce a sense of ownership in the Company and overall entrepreneurial spirit. The program links rewards, including both short- and long-term awards, as well as cash and non-cash awards, to measurable corporate performance metrics established by the Compensation Committee designed to incentivize actions to execute and achieve the objectives of our long-term strategy.
The program measures achievement of corporate financial goals. These goals support our short- and long-term business strategies and are aligned with the interests of our stockholders. By aligning all executives to corporate financial goals, we encourage a shared focus and collaborative work toward strong, long-term operating performance. In addition, our executive compensation program is designed to balance our growth strategies with a managed approach to risk tolerance. Our compensation programs provide assurances of stability and a focus on the long term, upon a solid foundation that requires personal accountability, integrity and compliance.
Executive Compensation Program Highlights
Our executive compensation program is designed to align our executive compensation with long-term stockholder interests and incorporates the following best practices:
WHAT WE DO
üOur NEO pay is aligned with financial performance, with variable, performance-based pay constituting 71% - 84% of NEO compensation at target in fiscal 2022
üWe grant incentive compensation based on rigorous performance conditions and peer group comparisons
üPerformance-based incentive awards are tied 100% to pre-established financial goals; any adjustments to performance targets and conditions impacting payouts are considered by the Compensation Committee in accordance with pre-established guidelines
üOur Compensation Committee utilizes the services of an independent compensation consultant; engaged a new consultant in fiscal 2021 after comprehensive search process
üOur change in control severance benefits are double-trigger and provide for market multiples of 2 to 2.5 (CEO only) and cover only executive officers and small groups of officers under pre-existing agreements
üSeverance agreements for executives other than CEO are limited to 1x multiple of base and bonus and to three-year terms (compared to prior unlimited terms) and cover only executive officers and a small group of officers under pre-existing agreements in exchange for non-compete and no solicitation covenants
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üWe have a policy for recoupment of performance-based compensation applicable to our NEOs and other senior officers, which we most recently enhanced in fiscal 2021 to permit the Board to require forfeiture of incentive compensation in the event of misconduct causing reputational harm
üWe have robust stock ownership guidelines (that we strengthened in fiscal 2022) for NEOs and certain other officers
üEquity awards continue to vest through qualifying retirement, with proration of awards granted in year of retirement to match service period
üWe require employment and post-employment covenants (including non-compete, non-solicitation and assignment of intellectual property) for executive officers and all equity and bonus participants
WHAT WE DON’T DO
ûNo employment agreements with any executive officers (including CEO)
ûNo uncapped incentive opportunities
ûNo change in control agreements are expected to be extended beyond key executive officers and the existing group
ûNo severance agreements are expected to be extended beyond existing group and are time-bound
ûNo tax gross-ups of severance or change in control payments
ûNo hedging or short sales of our stock; no pledging
ûNo excessive perquisites
ûNo supplemental retirement benefits
ûNo guaranteed bonuses
ûNo incentives that motivate excessive risk-taking
ûNo acceleration of equity awards expected for executive officers
How We Make Decisions Regarding Executive Pay
The Compensation Committee, Management and the Compensation Committee’s independent compensation consultant, Frederic W. Cook and Co. (FW Cook), each play a role in designing our executive compensation program and determining performance levels and associated payouts. We also look at market data and take into consideration stockholder views about executive compensation expressed in our stockholder engagement process, as described above.
Role of the Compensation Committee
The Compensation Committee is responsible for establishing, implementing and monitoring our executive compensation program and its adherence to our compensation philosophy. The Compensation Committee approves the performance thresholds and the financial and strategic performance metrics applicable to executive officers under our annual cash incentive plan as described in “Components of Our Executive Compensation Program for Fiscal 2022Performance-Based Annual Cash Incentive Compensation” and sets performance metrics applicable to the performance-based component of our long-term equity incentive plan as described in “Components of Our Executive Compensation Program for Fiscal 2022Long-Term Equity-Based Incentive Program”. The Compensation Committee is responsible for approving our employment policies and agreements impacting executive officers. The Compensation Committee also evaluates actual performance against the established goals and determines appropriate levels of compensation for our executives. The Compensation Committee makes all decisions with respect to, and approves, compensation for our executive officers, including base salary, annual cash incentive, long-term equity incentive, and benefits, except that the compensation of our CEO is further reviewed and approved by the independent members of our Board.
As part of the compensation approval process for our executive officers, the Compensation Committee considers the views and recommendations of Management, particularly our CEO. For our CEO, we have established an annual performance evaluation process, which includes a self-assessment by the CEO and a formal performance assessment by the full Board consisting of both quantitative and qualitative assessments, which is considered in setting the CEO’s annual compensation. In setting the nature, type and level of compensation for all of our executive officers, the Compensation Committee considers the recommendation of its independent compensation consultant as described in greater detail below.
Role of Management
Our CEO and CHRO provide the Compensation Committee with an assessment of our corporate performance, market pay practices, and the performance of our executive officers and make recommendations for the compensation of our other executive officers based on this assessment, including recommendations for pay mix and the nature of performance metrics that best support our business objectives. Additionally, our CEO, CHRO and CFO discuss with the Compensation Committee Management’s internal projections with respect to a variety of performance metrics and operational goals for future fiscal years on which performance-based compensation will be based. The General Counsel and Corporate Secretary advises on the
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foregoing matters and provides guidance on governance principles and practices, investor perspectives and regulatory trends and analyses in the context of executive compensation determinations.
No executive officer makes any decision on any element of his or her own compensation, and our CEO does not participate in deliberations regarding his compensation, which is recommended by the Compensation Committee to the full Board and considered and determined by the full Board in conjunction with the CEO’s performance evaluation in executive session.
Role of Independent Compensation Consultant
Late in fiscal 2021, following a thorough review process, the Compensation Committee selected FW Cook as its independent compensation consultant. The Compensation Committee selected and directly retained FW Cook to provide independent, third-party advice and expertise on all aspects of executive compensation and related corporate governance matters, including designing and establishing our executive compensation program for fiscal 2022. FW Cook provided input and guidance related to our incentive plan design, reviewed our Compensation Discussion and Analysis and associated disclosures, and summarized and provided perspectives on market developments related to executive compensation, including regulatory requirements and related disclosures. FW Cook only provides services to the Compensation Committee. It does not provide any services to Management. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules, as described below, and concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.
As mentioned above, the Compensation Committee analyzed whether the work of FW Cook as its compensation consultant raises any conflict of interest, taking into consideration the following factors: (i) FW Cook does not provide any other services to the Company; (ii) the amount of fees the Company paid to FW Cook represents less than 1% of FW Cook’s total revenues; (iii) FW Cook maintains policies and procedures designed to prevent conflicts of interest; (iv) FW Cook does not have any business or personal relationship with any executive officer of the Company; (v) neither FW Cook nor any member of its consulting team directly owns any stock of the Company; and (vi) FW Cook’s consulting team for UNFI does not have any known business or personal relationship with any member of the Committee. The Committee determined, based on its analysis of the above factors, that the work of FW Cook and the individual compensation advisors employed by FW Cook as compensation consultant to the Committee does not create any conflict of interest. The Committee will continue to monitor the independence of its compensation consultant on an annual basis. The Compensation Committee also annually evaluates the independence, performance, scope of work and fees, and other key elements of this relationship under a pre-approval policy pursuant to which fees are ultimately approved. In the future, the Compensation Committee may retain other similar consultants.
Compensation Risk Assessment
Our Compensation Committee charter requires the Compensation Committee to assess, on an annual basis, whether the Company’s compensation policies and practices encourage the Company’s executive officers or other key employees to take unnecessary and excessive risks that could threaten the value of the Company. The Compensation Committee believes that our compensation policies do not encourage the taking of unnecessary and excessive risks. Our compensation and governance practices are designed to align the interests of our executive officers with the interests of stockholders and the achievement of the Company’s strategic objectives. For example:
A substantial portion of our executive officers’ compensation is “at risk,” including compensation paid in the form of common stock;
Total executive officer compensation is substantially weighted to long-term equity, 60% of which is performance-based and tied to long-term, strategic performance targets;
The short-term bonus program has established performance metrics (adjusted EBITDA and Net Sales for fiscal 2022) that reduces risk and supports the Fuel the Future strategy with a focus on bottom- and top-line growth;
We set a maximum level of compensation; there is no uncapped compensation for our executive officers in any element of executive compensation;
Our executive officers are required to maintain certain levels of stock ownership, which are tested each year based on the then-current price of our common stock;
Our executive officers are prohibited from hedging and pledging shares of Company common stock;
The Compensation Committee periodically reviews and oversees key diversity and inclusion initiatives and Human Resources policies and practices, including those related to overall business performance and the relationship of such performance to executive officer compensation, including as relating to recruiting, learning and talent development programs; and
All performance-based compensation is subject to our robust recoupment policy. In the event of a restatement of the Company’s financial statements or a material inaccuracy in the performance metrics used to measure
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performance-based compensation, such performance-based compensation is subject to recoupment. Additionally, performance-based compensation may be forfeited in the case of misconduct in violation of law or Company policy, including through failure of an executive’s oversight responsibilities, that results in material financial or reputational harm to the Company.
Competitive Marketplace Assessment
In making compensation decisions, the Compensation Committee periodically, generally once annually in August or September, reviews all elements of total compensation for our executive officers compared to those in similar positions with substantially similar responsibilities at “peer” organizations, i.e. those organizations with similar characteristics to our Company generally (Comparator Group). Due to the nature of our business, there are ongoing challenges in developing an appropriate mix of companies to include in our Comparator Group, including that few of our direct peers are publicly traded, the complex nature of our business, and the structure of our Management team and their responsibilities. In developing our Comparator Group, we include companies in the same or similar industries, companies with comparable revenues, firms with similar business models, and companies from which we would consider recruiting talent.
In setting compensation for NEOs for fiscal 2022, the Compensation Committee also considered Willis Towers Watson Retail/Wholesale survey data for companies in the retail/wholesale distribution sector with revenues comparable to ours, in addition to the companies in the table below, the Comparator Group. There were no changes to this group from prior year, other than the two mergers highlighted in the table. The Committee believes this group of companies, together with consideration of the industry survey data referenced above, provides a meaningful perspective of current pay practices and levels, as well as overall compensation trends.
Food- and Distribution-Related Companies of Comparable Size
CompanyGICS Sub-IndustryRevenue
($ in millions)
Market Value
($ in millions)
Arrow ElectronicsTechnology Distributors36,0638,464
AvnetTechnology Distributors24,3114,676
C.H. Robinson WorldwideAir Freight and Logistics26,38013,714
CDW Corporation Technology Distributors22,93224,528
Core-Mark Holding CompanyDistributors N/A - Acquired by Performance Food Group September 1, 2021
Genuine Parts Company Distributors20,51921,621
Henry Schein, Inc. Health Care Distributors12,71810,883
Performance Food Group Company Food Distributors47,1947,705
Pilgrim's Pride Corporation Packaged Foods and Meats16,7387,499
SpartanNash Company Food Distributors9,2041,167
Sysco Corporation Food Distributors68,63643,254
TD SYNNEX Corporation (1)
Technology Distributors51,5589,625
US Foods Holding Corp. Food Distributors32,1547,053
Summary Statistics (n=13)
75th Percentile38,84615,691
Median25,3469,045
25th Percentile19,5747,388
United Natural Foods, Inc.Food Distributors28,9282,478
Percentile Rank59P3P
Source: S&P CapIQ. Peer Total Revenue = trailing 12 months; Market Value as of July 31, 2022.
(1) SYNNEX completed a merger with Tech Data on September 1, 2021, creating an entity named TD SYNNEX.
Market data is only one factor that the Compensation Committee considers when making determinations regarding executive compensation. Other factors considered include individual performance, internal pay equity, scope of responsibilities, tenure, criticality of the position and executive retention concerns, and the need to recruit new officers. The Compensation Committee does not target a specific positioning versus the market for each role and takes into account all the above factors in determining the competitiveness of our compensation.
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Components of Our Executive Compensation Program for Fiscal 2022
Our executive compensation philosophy is reflected in the principal elements of our executive compensation program. The four key components of our executive compensation program in fiscal 2022 and how each component supports our compensation philosophy are set forth in the table below.
ComponentHow It Supports Our Compensation Philosophy
Base Salary
Provides competitive level of compensation to attract and retain top talent
Performance-based annual cash incentive
At-risk, variable pay to motivate our executives to achieve short-term (annual) business objectives within appropriate risk parameters
Long-term equity awards in the form of time-based vesting restricted stock units, or RSUs, and performance-based vesting restricted stock units, or PSUs
At-risk, variable pay that motivates our executives to focus on multi-year operational performance and increasing stockholder value; also a long-term retention tool
Other compensation and benefits, including minimal perquisites and participation in benefit plans generally available to all our employees, such as the 401(k) Plan
Assist in attracting and retaining top talent by providing competitive benefits, with minimal perquisites
Pay Mix
When setting or recommending target total compensation for fiscal 2022 for the NEOs, the Compensation Committee determined that total target compensation should be weighted toward variable, at-risk pay, and a significant percentage should consist of equity-based compensation. We believe this approach appropriately aligns executive compensation with financial results and provides a balance between managing risk and incentivizing our Management team to create short- and long-term stockholder value by achieving pre-established financial performance objectives directly tied to achievement of our strategic priorities. The Compensation Committee determined that a separate pay structure for our CEO is necessary to deliver competitive pay while even more heavily weighting at-risk incentives within the design. The charts below illustrate the mix of pay elements for 2022 at target for our CEO (84% at-risk pay) and the average for our other NEOs, excluding the two former NEOs, (76% at-risk pay).
paymixa.jpg
Base Salary
As described above, for fiscal 2022, the Compensation Committee considered data from the Willis Towers Watson Retail/Wholesale survey as well as proxy statement data from the Comparator Group for the second-highest paid executive and CFO roles. Base salaries were generally targeted at the median of these data sources taking into account other factors mentioned above. Mr. Douglas’ salary was set early in the fiscal year upon his hire and was aligned with market midpoint for the Comparator Group. Given Mr. Spinner’s anticipated retirement, he did not receive any increase to his pay. There was no increase to Mr. Stigers base salary in fiscal 2022 as it is well aligned with survey data. For Messrs. Howard, Dorne, Testa and Ms. Sutton, the competitive market assessment determined that their base salaries were below market for an executive
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performing comparable duties, and their salary increases reflect our attempt to close this gap with modest merit increases while also recognizing their outstanding performance during the year.
Set forth below are the fiscal 2021 and fiscal 2022 base salaries for the NEOs and the percentage change between periods.
Named Executive Officer
Fiscal 2021
Base Salary(1)
Fiscal 2022
Base Salary (2)
Percentage
Change
Sandy Douglas$— $1,050,000 n/a
John W. Howard$625,000 $675,000 %
Eric A. Dorne$750,000 $787,500 %
Michael C. Stigers$575,000 $575,000 — %
Christopher P. Testa$750,000 $810,000 %
Steven L. Spinner$1,200,000 $1,200,000 — %
Jill E. Sutton$580,000 $614,800 %
(1) Reflects annual rate at the end of fiscal 2021.
(2) Reflects changes made by the Compensation Committee during its annual review, effective October 31, 2021.
Performance-Based Compensation Metrics
The Compensation Committee is responsible for setting the minimum, target and maximum or “stretch” performance levels (objectives that must be achieved) and related payout levels from $0 to maximum payout for our performance-based compensation discussed below. Receipt of this compensation is contingent upon satisfaction of corporate-wide metrics established by the Compensation Committee at the beginning of the performance period.
The Compensation Committee retains the ability to adjust targets in certain circumstances, including in the event that unbudgeted or unforeseen events would impact a metric, such that it is not reflective of actual underlying operating performance that it was designed to assess. In making any such adjustment, consistent with established guidelines that allow for consistency in consideration from year to year, the Compensation Committee reviews, among other things, the original target and the budget upon which the target was based, whether the events giving rise to a potential adjustment had occurred or were contemplated at the time the performance targets were established, whether these factors were related to our core operating performance and the impact of any change in accounting or financial policy or methodology. After consideration of these factors, the Compensation Committee may determine to make adjustments to metrics or payouts where, absent such adjustment, the payout would not, in the Compensation Committee’s determination, be reflective of the level of operating performance driven by the executive officers.
In fiscal 2022, we revised our definition of adjusted EBITDA and Adjusted EPS to exclude the impact of the non-cash charge or benefit resulting from the last-in, first out (LIFO) accounting methodology on most of our inventory. This change was made to better reflect the operating performance of the business, since the LIFO charge has created significant non-cash volatility due to high inflation, which is out of Executives’ control. This change is also consistent with how most of our peers treat LIFO charges or benefits in their reported results. When targets were set for outstanding short- and long-term incentive program, modest LIFO charges were assumed. In fiscal 2022, concurrently with the reporting change, the Compensation Committee aligned the definitions of adjusted EBITDA, Adjusted EPS, ROIC and Leverage for outstanding awards under our short- and long-term incentive plans and increased the targets to reflect the expectations for business growth at the time the targets were set absent the impact of the budgeted non-cash LIFO charge. These changes better align with how we communicate results externally to our stockholders, since the impact of LIFO is not indicative of our underlying business performance.
Performance-Based Annual Cash Incentive Compensation
Performance Metrics. For fiscal 2022 annual cash incentive compensation, the Compensation Committee selected adjusted EBITDA, a key metric tied to our long-term business performance as well as the addition of Net Sales to drive top-line growth in support of the Fuel the Future strategy. We believe using adjusted EBITDA and Net Sales as performance metrics focuses our executive officers on growth in core operational performance and rewards all officers for achievement of this important driver of overall financial performance while also growing market share through scale and customer experience. For information on how we calculate adjusted EBITDA, a non-GAAP measure, and a reconciliation of adjusted EBITDA to net income, see Annex B.
Performance-Based Annual Cash Incentive Targets (Potential Payouts). For our NEOs, the annual cash award targets, or potential payouts, for fiscal 2022 at threshold, target and stretch Company-wide performance levels were set as percentages of base salary earned, and prorated if applicable to changes in base salary over the fiscal year, as follows:
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Applicable Targets as % of Fiscal 2022 Salary
Named Executive OfficerThreshold (50%)Target
 (100%)
Stretch
(150%)
Sandy Douglas75.0 %150.0 %225.0 %
John W. Howard50.0 %100.0 %150.0 %
Eric A. Dorne50.0 %100.0 %150.0 %
Michael C. Stigers37.5 %75.0 %112.5 %
Christopher P. Testa50.0 %100.0 %150.0 %
Steven L. Spinner (1)
n/a
Jill E. Sutton42.5 %85.0 %127.5 %
(1) Mr. Spinner was not eligible for a bonus in fiscal 2022 per his agreement and retirement on August 8, 2021.
For example, if the Company achieved its targets at the threshold level, Mr. Douglas’ cash incentive would be an amount equal to 75% of his base salary; at target level, he would receive a cash incentive in an amount equal to 150% of his base salary; and at the stretch level he would receive an award equal to 225% of his base salary. The actual payout depends, however, on whether the Company met the threshold performance level. If performance were below the threshold level, there would be no payout.
Performance Target. In setting the performance targets for fiscal 2022, the Compensation Committee reviewed historical levels of performance, expected initiatives in connection with ongoing transformation and productivity initiatives, a desire to support our growth and long-term operating results, the competitive environment and the heightened uncertainty given the ongoing COVID-19 pandemic and labor market challenges. In establishing the intended degree of difficulty of the payout level for adjusted EBITDA, the Compensation Committee set the performance targets at levels that required successful implementation of corporate operating objectives for meaningful payouts to occur. The Compensation Committee believed that the initial targets related to “threshold” performance were achievable in light of budgeted expectations, but the payouts for “target” performance and “stretch” performance each required significant improvement over the prior year’s comparable performance, after taking into account the factors noted above.
Determination of Performance-Based Annual Cash Incentive Plan Payouts. Annual cash incentive plan goals for NEOs for fiscal 2022 were set by the Compensation Committee at the following amounts for Messrs. Douglas, Howard, Dorne and Testa and Ms. Sutton:
Performance MeasureWeightThresholdTargetStretchThreshold PayoutTarget PayoutStretch Payout
Adjusted EBITDA in $000’s
75 %$688,390 $809,871 $931,351 50 %100 %150 %
Net Sales in $000’s
25 %$26,931,515 $28,053,661 $29,175,808 50 %100 %150 %
For Mr. Stigers, his annual cash incentive included total Company Adjusted EBITDA plus Retail Net Sales and Retail Adjusted EBITDA to drive performance in his specific business unit metrics:
Performance MeasureWeightThresholdTargetStretchThreshold PayoutTarget PayoutStretch Payout
Adjusted EBITDA in $000’s
15 %$688,390 $809,871 $931,351 50 %100 %150 %
Retail Net Sales in $000’s
25 %$2,357,596 $2,455,830 $2,554,063 50 %100 %150 %
Retail Adjusted EBITDA in $000’s
60 %$78,633 $92,509 $106,386 50 %100 %150 %
In September 2022, the Compensation Committee reviewed with Management our financial results for fiscal 2022. The Compensation Committee determined the level of achievement against each of the metrics as set forth below.
For Messrs. Douglas, Howard, Dorne and Testa and Ms. Sutton, final payouts were based on the following metrics:
Performance Metric (in millions)
WeightTargetActualPerformance as a Percentage of TargetWeighted Payout
Adjusted EBITDA75 %$810 $829 
(1)
102 %80.8 %
Net Sales25 %$28,054 $28,928 103 %34.7 %
(1) See Annex B for a reconciliation to the most comparable GAAP metric
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For Mr. Stigers, his final payout is based on the following metrics:
Performance Metric (in millions)
WeightTargetActualPerformance as a Percentage of TargetWeighted Payout
Adjusted EBITDA15 %$810 $829 
(1)
102 %16.2 %
Retail Net Sales25 %$2,456 $2,468 100 %26.4 %
Retail Adjusted EBITDA60 %$93 $98 105 %70.8 %
(1) See Annex B for a reconciliation to the most comparable GAAP metric.
The Company exceeded its adjusted EBITDA, Retail Adjusted EBITDA, Net Sales and Retail Net Sales targets for fiscal 2022. The payout amounts below were linearly interpolated for results between target and maximum or “stretch” performance, which resulted in a 115.54% payout as a percent of target for Messrs. Douglas, Howard, Dorne and Testa and Ms. Sutton and a 113.40% payout as a percentage of target for Mr. Stigers. The payout amounts reflect performance in fiscal 2022 that exceeded the established performance objective, demonstrating the effectiveness of our pay for performance incentive plans.
Performance-Based Annual Incentive
Named Executive OfficerTargetActual
Sandy Douglas$1,544,712 $1,784,744 
John W. Howard$662,500 $765,446 
Eric A. Dorne$778,125 $899,038 
Michael C. Stigers$431,250 $489,046 
Christopher P. Testa$795,000 $918,535 
Steven L. Spinner (1)
$— $— 
Jill E. Sutton (2)
$183,548 $212,069 
(1) Mr. Spinner was not eligible for a bonus in fiscal 2022 per his agreement and retirement on August 8, 2021.
(2) Ms. Sutton’s target was prorated based on her qualifying termination on December 10, 2021.
Long-Term Equity-Based Incentive Program
2022 Grant of Time- and Performance-Based Vesting Restricted Stock Units. Our long-term equity-based incentive program in fiscal 2022 for our NEOs consisted of RSUs and PSUs. Approximately 40% of the aggregate grant date fair value of these units awarded to NEOs represented RSUs that vest ratably over three years and 60% were PSUs that cliff-vest at the end of a three-year performance period.
The Compensation Committee considered stockholder feedback, as well as recommendations from its advisor, FW Cook, to adjust the long-term incentive (LTI) program for fiscal 2022 to better align with best practice. First, LTI awards are now a fixed dollar value rather than a percent of base salary, which no longer results in automatic LTI increases when base salary adjustments are made. Second, the mix of awards is now more heavily weighted to PSUs at 60%, with RSUs at 40%, and maximum payout aligned with peers at 200%. The Committee believes a mix of time- and performance-based vesting restricted stock units provides a NEO with an incentive to improve our stock price performance and a direct alignment with stockholders’ interests, as well as a continuing stake in our long-term success. Lastly, the Committee simplified the PSU program to only two metrics after the removal of the Leverage metric given the significant progress the Company has made in paying down debt.
As stated above, in fiscal 2022, the Compensation Committee determined the target grant date fair value of equity awards for our compensation program was to be a fixed value that will be benchmarked annually and used as a lever to align executives overall target direct compensation and/or reward executives for outstanding performance. Other LTI award recipients were already receiving a fixed dollar value by level. For our NEOs, the fiscal 2022 grant values were:
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Named Executive OfficerTarget Annual LTI $
Sandy Douglas (1)
$5,900,000
John W. Howard$1,500,000
Eric A. Dorne$1,800,000
Michael C. Stigers$1,000,000
Christopher P. Testa$1,800,000
Steven L. Spinner (2)
n/a
Jill E. Sutton (3)
$1,000,000
(1) Includes one-time inducement award to join the Company valued at $2,000,0000 and issued 60% in PSUs and 40% in RSUs.
(2) Mr. Spinner was not eligible for an LTI grant in fiscal 2022 per his agreement and retirement on August 8, 2021.
(3) Ms. Sutton’s target is shown in full, but upon her qualifying termination on December 10, 2021, she forfeited a pro rata amount of her award.
These grants were made in October 2021, following approval by the Compensation Committee.
Performance-Metrics for Performance Units. PSUs granted in fiscal 2022 (October 2021) are subject to two metrics that the Compensation Committee believes are critical to our long-term strategy. The performance criteria and weighting of these PSUs are as follows: fiscal 2022-2024 adjusted EPS growth, weighted at 75%; and fiscal 2024 adjusted return on invested capital (adjusted ROIC), weighted at 25%, as described below.
Adjusted EPS Growth. At the end of 3 years, adjusted EPS growth is based on the average achievement against the 3-year performance goals and metrics. Adjusted EPS growth rate targets are set at the time of grant for each year as a targeted rate of growth applied to the prior-year actual adjusted EPS. This design is intended to keep Management engaged throughout the three-year cycle even if there is under-performance in one year; or, conversely, if the maximum growth is achieved in one year, Management must still meet predetermined growth rate goals in subsequent years. For example, if our executives were to significantly outperform relative to the year-one adjusted EPS growth target, they must still achieve the predetermined growth rate targets in the second and third years to attain an above-target payout because the contribution of the first year to total payout is effectively capped. If our target were a cumulative three-year growth target, maximum payout could be achieved with one year of significant out performance. The Compensation Committee believes that including an adjusted EPS metric aligns executives’ interest with long-term stockholder interests.
Fiscal 2024 Adjusted ROIC. Adjusted ROIC is defined as net adjusted operating profit after income taxes, divided by the sum of the average outstanding debt (including finance lease obligations) and average stockholders’ equity, plus or minus certain adjustments falling into categories approved by the Compensation Committee. The Compensation Committee believes this metric, which is set at the grant date, drives long-term value by emphasizing prudent investments and effective capital management over the full 3-year performance period.
In addition to the performance criteria tied to the two financial metrics described above, the Compensation Committee approved a feature pursuant to which the number of units that will vest will be adjusted upward or downward by up to 10% depending on how our common stock price performs relative to the S&P Mid Cap 400 Index (Relative TSR) over the three-year performance period ending on the close of fiscal 2024.
The Compensation Committee believes this design focuses our Management team on improving core operational performance and long-term value creation. Targets were based on long-term projections for all three fiscal years, taking into account investments in growth opportunities and ongoing uncertainty in the macro-environment. The applicable NEOs are eligible to earn between 0% and 200% of their targeted award, depending on our performance during the relevant measurement period. Each metric must meet a minimum threshold level of performance for any payout to occur with respect to that metric (shown below). The table below does not include the actual forward targets. We generally do not disclose forward-looking goals for our long-term incentive plan because we do not consistently provide long-range guidance on all metrics and it is competitively sensitive information. We disclose performance goals for our incentive programs in full after completion of the performance period.
Performance MeasuresWeightThresholdTargetStretch
Threshold Payout(1)
Target Payout(1)
Stretch Payout(1)
Fiscal 2022-2024 Adjusted EPS Growth75 %70 %100 %130 %50 %100 %200 %
Fiscal 2024 Adjusted ROIC25 %90 %100 %110 %50 %100 %200 %
(1) Aggregate payout subject to 10% adjustment based on Relative TSR.

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Prior Long-Term Equity-Based Incentive Program, Results and Payouts
Fiscal 2020-2022. The PSUs granted in fiscal 2020 (October 2019) have three weighted metrics: fiscal 2020 to 2022 adjusted EPS growth (60%), fiscal 2022 adjusted ROIC (20%), and fiscal 2022 Leverage, or Net Debt/Adjusted EBITDA (20%). The applicable NEOs were eligible to earn between 50% and 150% of their targeted award, depending on our performance during the relevant measurement period across the threshold, target and maximum levels below. Adjusted EBITDA, adjusted ROIC and Leverage are non-GAAP metrics. A reconciliation to the nearest GAAP metrics is provided in Annex B.

Performance MeasureWeightThresholdTargetStretchThreshold PayoutTarget PayoutStretch Payout
Fiscal 2020-2022 Adjusted EPS Growth60%42%
84%
84%
F20 60%
F21 120%
F22 120%
78%
156%
156%
50%100%150%
Fiscal 2022 Adjusted ROIC20%4.78%5.31%5.84%50%100%150%
Fiscal 2022 Leverage (Net Debt/Adj. EBITDA)20%4.30x3.91x3.52x50%100%150%
In addition to the performance criteria tied to adjusted EPS growth, adjusted ROIC and Leverage, the grants included a provision for adjustment of the number of units that will vest upward or downward by up to 10% depending on the Relative TSR over the three-year performance period. The number of units that will vest is adjusted up or down proportionally by up to 10% based on the number of basis points difference between our performance and the performance of the S&P Mid Cap 400 Index.
In September 2022, the Compensation Committee reviewed performance against the three-year performance period ending in fiscal 2022 with the following results, performance to target and final weighted payout of 90%.

Performance MetricWeightTargetActualPerformance as a Percentage of TargetWeighted Payout
Fiscal 2020-2022 Adjusted EPS Growth60%F20 60%
F21 120%
F22 120%
F20 121%
F21 48%
F22 16%
201%
40%
13%
30.0%
Fiscal 2022 Adjusted ROIC20%5.31%10.2%193%30.0%
Fiscal 2022 Leverage (Net Debt/Adj. EBITDA)20%3.91x2.6x153%30.0%
The number of earned PSUs was then adjusted upward by 10% as a result of application of the Relative TSR modifier, which was 37,362 basis points, for a final payout of 99%. The table below shows the number of shares earned compared to target.

Named Executive Officer
Shares at Target
Metric Payout %
Shares at Metric Payout
Final Shares After +10% TSR Modifier
Sandy Douglas n/a00
John W. Howard18,82090.0 %16,93818,631
Eric A. Dorne47,05190.0 %42,34646,580
Michael C. Stigers54,10990.0 %48,69853,567
Christopher P. Testa56,46190.0 %50,81555,896
Steven L. Spinner319,94990.0 %287,954316,749
Jill E. Sutton(1)
34,45290.0 %31,00734,107
(1) Ms. Sutton’s target shares were prorated for her time served in the 3-year performance period, given her qualifying termination in December 2021.
The payouts under the 2020 PSUs reflect our executive compensation program’s pay for performance structure. Despite exceeding the adjusted EPS maximum growth target in fiscal 2020, the Company did not meet the predetermined threshold adjusted EPS growth performance over fiscal 2020 actual performance in fiscal 2021 or 2022, which demonstrates that consistent financial performance over the performance period is required to achieve the robust targets set by our Compensation Committee. The adjusted ROIC and Leverage metrics exceeded stretch performance expectations resulting in a higher payout for those metrics.
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Other Compensation and Benefits
The NEOs are eligible for the same level and type of benefits that we make available to other employees, including our 401(k) plan, health care plan, life insurance plans, other welfare benefit programs and equity treatment upon retirement or a separation from service event. We do not have any defined benefit pension plans available to our NEOs.
Additional Benefits. We provide certain NEOs with additional benefits that we believe are reasonable and consistent with our overall executive compensation program. The costs of these benefits constitute only a small portion of each NEO’s total compensation and have included items such as relocation expenses and, for our former CEO, commuting air and travel reimbursement or security detail. We offer perquisites and other benefits that we believe to be competitive with benefits offered by companies with whom we compete for talent for purposes of recruitment and retention. In September 2022, the Committee approved a perquisite for senior vice presidents and above to pay for tax preparation fees beginning in 2023 in recognition of increased tax reporting obligations due to business travel.
Retirement. To recognize significant years of service to the Company and to incentivize employees who might consider retiring to remain focused on the long-term best interests of the Company regardless of their personal retirement plans, which could otherwise create bias toward short-term performance, the Committee has established a retirement policy that provides that time-based RSUs will continue to vest during retirement on the same terms as they would if the executive had not retired, but without the requirement that they remain employed. PSUs will be treated similarly on retirement, but subject to actual performance at the time when achievement of performance objectives are measured. In addition, an executive’s equity awards granted in the year of retirement will be prorated to reflect the service period prior to the date of retirement. Qualified retirement is defined as retirement by an employee who has reached age 59 or older and who has achieved at least 10 years of service to the Company. This policy applies to all participants, provided that, as described below, our CEO will be eligible for retirement treatment upon achievement of six years of service to the Company.
Components of Our Executive Compensation Program for Fiscal 2023
Our Compensation Committee made the following changes to base salary for the NEOs, effective October 30, 2022.
Named Executive Officer
Fiscal 2022 Base Salary (1)
Fiscal 2023 Base Salary(2)
% Change
Sandy Douglas$1,050,000 $1,050,000 — %
John W. Howard$675,000 $722,250 %
Eric A. Dorne$787,500 $787,500 — %
Michael C. Stigers$575,000 $598,000 %
Christopher P. Testa$810,000 $810,000 — %
(1) Reflects annual rate as of the end of fiscal 2022.
(2) Effective as of October 30, 2022.
Mr. Stigers annual cash incentive plan target for fiscal 2023 was increased to 85% of his base salary to align internally with other officers and in recognition of his accomplishments this past year. There were no other changes to annual incentive targets. The Committee did approve changes to the long-term incentive plan targets for certain NEOs. The fiscal 2023 award amounts reflect increases based on the results of benchmarking, recognition of accomplishments in fiscal 2022 and/or increased responsibilities of our executive officers as we continue to grow the business and execute against our Fuel the Future strategy. For Mr. Douglas, this is in recognition of his strong leadership and continued focus on expanding and strengthening the executive team to drive results, in addition to maintaining comparable total compensation that is aligned with market. For Mr. Howard this included, among other things, his accomplishments regarding debt and leverage reduction, capital structure foundation and revolving credit facility refinancing.
Named Executive OfficerTarget Fiscal 2022 LTI $Target Fiscal 2023 LTI $% Change
Sandy Douglas$3,900,000$5,000,00028.2 %
John W. Howard$1,500,000$1,800,00020.0 %
Eric A. Dorne$1,800,000$1,800,000— %
Michael C. Stigers$1,000,000$1,000,000— %
Christopher P. Testa$1,800,000$1,800,000— %
As a reminder, the Committee took several actions in fiscal 2022, which incorporates investor feedback in connection with last year’s meeting and during our annual engagement:
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Added a second metric to our short-term incentive plan. We believe the addition of a revenue metric (weighted at 25%) along with adjusted EBITDA (weighted at 75%) creates a balance between top- and bottom- line growth and aligning incentives with our Fuel the Future strategy to grow sales profitably;
Adjusted the design of long-term incentive awards to have a heavier weighting of performance-based awards; mix in fiscal 2022 will now be 60% PSUs and 40% RSUs (from 50%/50%); in connection with this change, the Committee also aligned maximum payout with market and peers at 200% (from 150%);
Simplified the long-term incentive plan PSUs for FY22-FY24 by removing the Leverage metric and re-weighting the remaining two metrics, adjusted EPS Growth and adjusted ROIC; and
Reduced change in control multiple for our CEO to 2.5x from prior CEO’s 2.99x.
Consulting, Retention, Severance and Change in Control Agreements
Consulting Agreement with Eric A. Dorne
Mr. Dorne retired from his position as Chief Operation Officer of the Company, effective October 29, 2022. The Company and Mr. Dorne entered into a consulting agreement pursuant to which Mr. Dorne has agreed to provide no more than 16 hours per month of consulting services for up to 12 months at a rate of $757 per hour.
Severance Agreements and Change in Control Agreements
As of July 30, 2022, we were a party to severance agreements and change in control agreements with each of Messrs. Douglas, Howard, Dorne and Testa. The capitalized terms “Cause,” “Good Reason” and “Change in Control” in this section are used as defined in those agreements. The Compensation Committee believes that the protections afforded in these severance and change in control agreements are reasonable and are an important element in retaining our executive officers. Each of the severance agreements includes non-solicitation, non-competition and intellectual property assignment provisions, which apply during the employment period and continue for a one-year period following termination of employment for any reason.
On September 21, 2022, the Compensation Committee approved an updated form of severance agreement with each of the current NEOs (other than the CEO, whose severance agreement was executed in August 2021). The updated severance agreements were effective on October 23, 2022 and expire on the third anniversary of that effective date, subject to extension by mutual agreement of the company and the individual executive officer. In addition to the terms described below, the updated severance agreements provide for the payment of an amount equal to such executive’s target bonus upon a qualifying termination, and revised restrictive covenant provisions, including to clarify the provisions and definitions regarding competitors, competition and the restricted period.
The change in control agreements also include non-solicitation and non-competition provisions, which apply during the employment period and continue for a two-year period, and intellectual property assignment provisions, which apply during the employment period and continue for a one-year period, following a termination of employment that occurs in contemplation of or within two years after a Change in Control. The severance and change in control agreements also contain confidentiality provisions that are not subject to a term. None of our executives is a party to an agreement providing for “gross up” payments for excise taxes imposed upon termination following a change in control. Any benefits to be paid upon a Change in Control under the change in control agreements are “double trigger,” which requires both a Change in Control and a termination of a the executive’s employment in contemplation of or within two years of the date of the Change in Control, either by us for a reason other than Cause, death or disability or by the executive for Good Reason.
The key benefits provided for in these agreements are summarized below:
Executive
Benefit or Payment (1)
Severance (2)
Change in Control (2)
CEOBase Multiple2X, continued pay2.5X, lump sum
Bonus Multiple2X target $, lump sum2.5X target $, lump sum
Prorated BonusYes, prorated and based on actual performanceYes, prorated and based on actual performance
Medical Benefits$70,000 lump sum$87,500 lump sum
Other ExecutivesBase Multiple1X, continued pay2X, lump sum
Bonus Multiple
None(3)
2X target $, lump sum
Prorated BonusYes, prorated and based on actual performanceYes, prorated and based on actual performance
Medical Benefits$35,000 lump sum$105,000 lump sum payment
(1) The provision of any such benefits will be subject to any restrictions under applicable law, including under Section 409A of the Internal Revenue Code of 1986, as amended from time to time (Code).
(2) The treatment of equity awards upon separation is governed by the terms of the 2020 Equity Incentive Plan and respective award
agreements.
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(3) At the Committee’s September 2022 meeting, it approved an updated form of severance agreement, effective October 23, 2022, which provides for a payment equal to one time such executive’s target bonus payment based in part on benchmarking data provided by its independent compensation consultant.
In establishing the multiples of base salary and bonus that a terminated executive would be entitled to receive following termination without Cause or for Good Reason following a Change in Control, the Compensation Committee considered the need to be able to competitively recruit and retain talented executive officers who often times seek protection against the possibility that they might be terminated without Cause or be forced to resign for Good Reason following a Change in Control, while taking into account the views of our stockholders on appropriate multiples.
Mr. Stigers is party to a Transition Agreement entered into originally on October 22, 2018, between Supervalu and United Natural Foods, Inc., at the time of the acquisition. The agreement was amended on March 27, 2019 then on May 12, 2020 and finally on March 9, 2021. The final amendment extends his ability to exercise Good Reason to July 31, 2023 by providing at least 9 months’ notice. This agreement provides for his original Change in Control benefits signed in December of 2015 at Supervalu. Benefits include a 2X base and target bonus payment paid in lump sum, plus a prorated bonus earned based on actual performance, outplacement services up to $25,000 and continued medical, dental and life insurance for up to 18 months.
Upon Ms. Sutton’s qualifying termination, the Committee and the Board agreed to additional severance benefits equal to six months of her base salary and 1.5x her annual bonus, at target. The Committee believed the payments to Ms. Sutton to be reasonable, market competitive, reflective of Ms. Sutton’s contributions to the Company, as well as necessary for a smooth transition through the Company’s organizational restructuring of areas that were previously under her oversight. Ms. Sutton received benefits payments as explained in the table below in “Potential Payments Upon Termination or Change-in-Control”.
Other Programs, Policies and Considerations
Recoupment (Clawback) Policy
We have in place a recoupment policy applicable to our executive officers, including our NEOs, other principal officers and certain key employees or former employees designated by the Board or our CEO. Under the policy, if the Company’s financial statements are required to be restated for any reason, except when due to a change in accounting policy that has a retroactive effect, the Board will review all performance-based compensation awarded or earned for all periods materially affected by such restatement. In addition, the Board will review all performance-based compensation awarded or earned that is based on performance metrics that appear to be materially inaccurate or affected in any way by fraud, regardless of whether a restatement of the Company’s financial statements is required.
The policy provides that the Board may, to the extent permitted by applicable law, seek the following actions with respect to compensation:
After conducting the review described above, the Board may seek recoupment from the persons covered by the policy for the extent of such performance-based compensation as it deems appropriate if it determines that:
the payment of such performance-based compensation was predicated upon the achievement of certain financial statement results that were subsequently corrected, or upon material inaccuracy or fraud, and a lower incentive payment or award would been made based upon the restated financial results or corrected performance metrics; or
a person covered by the policy has engaged in conduct that will cause damage to the Company or is inimical or in any manner contrary to the best interests of the Company, and if the conduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics which affects such person’s compensation.
The Board may also require forfeiture of incentive compensation in the case of misconduct in violation of law or Company policy, including through failure of an executive’s oversight responsibilities, that results in material financial or reputational harm to the Company.
The policy was also amended in fiscal 2021 to require disclosure in the event the Board seeks recoupment or forfeiture pursuant to the recoupment policy, provided that, among other things, the related facts and circumstances giving rise to the recovery have been publicly disclosed.
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Section 304 of the Sarbanes-Oxley Act of 2002 (SOX) requires the recovery of incentive awards from our Chief Executive Officer and Chief Financial Officer if we are required to restate our financials due to material noncompliance with any financial reporting requirement as a result of misconduct. Additionally, in October 2022, the SEC adopted final rules requiring the securities exchanges to adopt listing standards regarding recovery of incentive compensation, which listing standards may require the Board to update our recoupment policy. The Board is aware of the requirements under SOX and the updated SEC regulations and will consider each in addition to the current recoupment policy in contemplation of any clawbacks. The Board intends to make any necessary updates to the recoupment policy upon finalization of the required listing standards by NYSE.
Stock Ownership Guidelines
The Compensation Committee believes stock ownership guidelines are a key vehicle for aligning the interests of Management and our stockholders. A meaningful ownership stake by our officers demonstrates to our stockholders a strong commitment to our success. Accordingly, the Board has adopted stock ownership guidelines that require our executive officers to hold shares of our common stock having an aggregate market value from time to time which equals or exceeds the below multiples:
Associates Subject to GuidelinesMultiple of Base Salary
Chief Executive Officer (CEO)6X
Other Executive Officers3X
Other Senior Officers (SVPs and above)1X
Each covered officer is expected to comply with the policy by the fifth year after he or she became subject to the guidelines. Compliance with the guidelines is tested once per year for as long as the officer is employed by the Company. When calculating whether an officer owns a sufficient number of shares under these guidelines, vested and unvested restricted stock and restricted stock units are included. Starting in fiscal 2021, the Compensation Committee strengthened this policy to provide that only 50% of the value of an executive officer’s unvested restricted stock units will count towards ownership, to further align leaders with stockholders and tie their interests to long-term stock price appreciation. Further, in fiscal 2022, the Committee amended the policy to provide that vested stock options and stock appreciation rights will not be counted in determining compliance. Officers are not allowed to hedge their interests in the stock held pursuant to the guidelines. Our guidelines provide that, once in compliance, an officer shall be deemed to remain in compliance despite a subsequent reduction in stock price that may otherwise cause non-compliance. Given the sustained decline in our stock price at the level specified in our stock ownership guidelines for 18 months, the five-year accumulation period was reset as of the end of fiscal 2020. Each of our executive officers was in compliance as of July 30, 2022.
Hedging and Insider Trading Policy
Our Insider Trading Policy prohibits our Directors and certain employees, including executive officers, from engaging in certain speculative transactions in our equity securities, including short sales, hedging transactions and pledging our stock as security.
Tax Deductibility of Compensation
When it reviews compensation matters, the Compensation Committee considers, among other matters, the anticipated tax and accounting treatment of payments and benefits with respect to us and, when relevant, to the executive. Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the Chief Executive Officer and certain other NEOs. Prior to the effectiveness of the Tax Cuts and Jobs Act, this deduction limit did not apply to compensation that qualified as “performance-based compensation” (as defined in Section 162(m)). The Tax Cuts and Jobs Act eliminated the qualified “performance-based compensation” exemption from Section 162(m), subject to an exception for compensation paid pursuant to a written binding contract that was in effect on November 2, 2017 and has not been modified in any material respect after such date. The Compensation Committee also approved, and may continue to approve, compensation that exceeds the $1 million limitation and is non-deductible. While accounting and tax treatment are relevant issues to consider, the Compensation Committee believes that stockholder interests are best served by not restricting flexibility in designing compensation programs, even though such programs may result in non-deductible compensation expenses for tax purposes.

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Report of the Compensation Committee
We have reviewed and discussed the foregoing Compensation Discussion and Analysis with Management. Based on our review and discussion with Management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2022.
Daphne J. Dufresne, Chair
Eric F. Artz
James L. Muehlbauer
Peter A. Roy
    
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Executive Compensation Tables
Summary Compensation Table—Fiscal Years 2020-2022
The following table sets forth for each of the NEOs for each fiscal year indicated: (i) the dollar value of base salary, retention bonuses and non-equity incentive compensation earned; (ii) the aggregate grant date fair value related to all equity-based awards made to the NEO; (iii) non-qualified deferred compensation earnings, where applicable; (iv) all other compensation; and (v) the dollar value of total compensation.
Summary Compensation Table
Name and Principal PositionYearSalaryBonus
Stock
Awards(1)
Option
Awards
Non-Equity
Incentive Plan
Compensation(2)
Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)
All Other
Compensation(4)
Total
Sandy Douglas(8)
2022$1,029,808— $5,899,913— $1,784,744— $7,827$8,722,292
Chief Executive Officer2021— — — — — — — — 
2020— — — — — — — — 
John W. Howard2022662,500 — 1,499,935 — 765,446 — 10,250 2,938,131 
Chief Financial Officer2021618,750 — 1,199,989 — 717,453 — 9,923 2,546,115 
2020567,308 — 849,987 — 794,985 — 9,577 2,221,857 
Eric A. Dorne2022778,125 — 1,799,968 — 899,038 — 10,075 3,487,206 
Chief Operating Officer2021750,000 — 1,499,969 — 869,640 — 7,742 3,127,351 
2020614,808 — 749,993 — 752,274 — 8,767 2,125,842 
Michael C. Stigers(8)
2022575,000 — 999,972 — 489,046 — 9,952 2,073,970 
Chief Executive Officer, Cub2021— — — — — — — — 
2020— — — — — — — — 
Christopher P. Testa2022795,000 675,000 
(5)
1,799,968 — 918,535 — 10,250 4,198,753 
President2021750,000 — 1,499,969 — 869,640 — 9,750 3,129,359 
2020605,769 — 899,988 — 742,774 266 10,942 2,259,739 
Steven L. Spinner2022267,276— — — — — 6,044,738
(6)
6,312,014
Former Chief Executive Officer and Chairman20211,200,000— 5,099,971— 2,087,136— 16,2588,403,365
20201,200,000— 5,099,987— 2,522,39412,61229,1758,864,168
Jill E. Sutton2022215,938 — 999,972 — 212,069 — 1,139,214 
(7)
2,567,193 
Former Chief Legal Officer, General Counsel and Secretary2021562,500 — 1,264,970 — 539,612 — 8,608 2,375,690 
2020498,750 — 697,487 — 524,185 — 8,631 1,729,053 

(1) Amounts shown represent the grant date fair value of awards of RSUs and PSUs at the target level as computed under ASC 718 granted during the fiscal year indicated. For PSUs, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the NEO for any of the fiscal years reflected. Refer to footnotes 1 and 13 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended July 30, 2022 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of PSUs awarded to Mr. Douglas in fiscal 2022, assuming stretch, or maximum, level performance, was $4,679,926 (annual grant) and $2,399,988 (inducement grant), respectively. The grant date fair value of PSUs awarded to Mr. Howard in fiscal 2022, 2021 and 2020, assuming stretch, or maximum, level performance, was $1,799,922, $899,992 and $224,993, respectively. The grant date fair value of PSUs awarded to Mr. Dorne in fiscal 2022, 2021 and 2020, assuming stretch, or maximum, level performance, was $2,159,980, $1,124,968 and $562,495, respectively. The grant date fair value of PSUs awarded to Mr. Stigers in fiscal 2022, assuming stretch, or maximum, level performance, was $1,199,948. The grant date fair value of PSUs awarded to Mr. Testa in fiscal 2022, 2021 and 2020, assuming stretch, or maximum, level performance, was $2,159,980, $1,124,968 and $674,991, respectively. The grant date fair value of PSUs awarded to Mr. Spinner in fiscal 2021 and fiscal 2020, assuming stretch, or maximum, level performance, was $3,824,978 and $3,824,990, respectively. He was not eligible for a fiscal 2022 award. The grant date fair value of PSUs awarded to Ms. Sutton in fiscal 2022, 2021 and 2020, assuming stretch, or maximum, level performance, was $1,199,948, $1,073,727 and $523,115, respectively; Ms Sutton’s amounts reflect full grant value prior to proration upon her qualifying termination in December 2021.
(2) Amounts shown for fiscal 2022 reflect payments made in fiscal 2023 under our annual cash incentive plan related to fiscal 2022 performance. Amounts shown for fiscal 2021 and 2020 reflect payments under our annual cash incentive plan for those fiscal years in fiscal 2022 and fiscal 2021, respectively. For a discussion regarding the annual cash incentive plan, see “Executive Compensation
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Compensation Discussion and AnalysisComponents of our Executive Compensation Program for Fiscal 2022Performance-Based Annual Cash Incentive Compensation.”
(3) The Deferred Compensation Plan and the Deferred Stock Plan were frozen in 2019 and paid out in fiscal 2020.
(4) Represents our contributions to 401(k) accounts to Messrs. Douglas, Howard, Dorne, Stigers and Testa.
(5) Represents a retention payment under an agreement entered into on March 10, 2021 during the CEO search and transition process, and particularly in recognition of Mr. Testa’s important internal and external relationships.
(6) Represents Mr. Spinner’s 2x base salary and bonus multiple plus COBRA payments per his employment agreement upon retirement ($6,035,000), our contributions to a 401(k) account ($508) and earned paid time off days ($9,230) for which payment was due upon retirement.
(7) Represents Ms. Sutton’s 1x base salary multiple paid bi-weekly through the end of fiscal 2022 ($319,223) plus her COBRA payment ($35,000) per her Severance Agreement, plus a lump sum payment equal to 1.5x her target bonus opportunity ($783,870) approved by the Committee and our contributions to a 401(k) account ($1,121).
(8) Messrs. Douglas and Stigers were not NEOs in fiscal 2021 or fiscal 2020. Accordingly, compensation information for those years is not provided.
Grants of Plan-Based Awards in Fiscal 2022
The following table reflects the equity-based awards approved by the Compensation Committee on September 22, 2021 and granted by the Company in fiscal 2022:
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
NameGrant DateThreshold ($)Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
All Other Stock Awards (#)(3)
All Other Option Awards (#)Exercise Price of Option Awards ($/sh)
Grant Date Fair Value of Stock and Option Awards ($)(4)
Sandy Douglas10/12/2021— — — 25,280 50,561 101,122 — — — 2,339,963 
10/12/2021— — — 12,964 25,929 
(5)
51,858 — — — 1,199,994 
10/12/2021— — — — — — 33,707 — — 1,559,960 
10/12/2021— — — — — — 17,286 
(5)
— — 799,996 
N/A772,356 1,544,712 2,317,067 — — — — — — — 
John W. Howard10/12/2021— — — 9,723 19,446 38,892 — — — 899,961 
10/12/2021— — — — — — 12,964 — — 599,974 
N/A331,250 662,500 993,750 — — — — — — — 
Eric A. Dorne10/12/2021— — — 11,668 23,336 46,672 — — — 1,079,990 
10/12/2021— — — — — — 15,557 — — 719,978 
N/A389,062 778,125 1,167,187 — — — — — — — 
Michael C. Stigers10/12/2021— — — 6,482 12,964 25,928 — — — 599,974 
10/12/2021— — — — — — 8,643 — — 399,998 
N/A215,625 431,250 646,875 — — — — — — — 
Christopher P. Testa10/12/2021— — — 11,668