Bryan Verbarendse
About Bryan Verbarendse
Executive Vice President since August 2023 and currently President, Americas (effective June 2, 2025), leading business development and operations across North and South America . Age 52 as of April 7, 2025; holds a BBA from Boise State University; over 31 years in retail/wholesale grocery supply chain with senior distribution leadership at Albertsons and SUPERVALU . 2024 incentive compensation was tied to Core EBITDA and Americas EBITDA, with actual AIP payout at 108.5% of target ($366,159) reflecting Company Core EBITDA at 101.9% and Americas EBITDA at 101.3% of target . Long-term performance awards vest on 3-year relative TSR versus MSCI U.S. REIT Index (50th percentile = 100% payout), with the most recently completed 2022–2024 PSU cycle paying at 57% of target based on a 28.5th percentile TSR ranking, underscoring performance-linked equity outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albertsons Inc. | Manager of Network Optimization | 1992–2006 | Supply chain optimization leadership within retail grocery network |
| SUPERVALU Inc. (acquired by UNFI) | General Manager and various operations roles | 2006–2015 | Operations leadership across wholesale grocery distribution |
| Albertsons Companies, Inc. | General Manager | 2015–2018 | Front-line distribution/operations management |
| Albertsons Companies, Inc. | Group Vice President, Distribution | 2018–2019 | Led distribution operations strategy |
| Albertsons Companies, Inc. | Senior Vice President, Distribution & Replenishment | 2019–Aug 2023 | Senior leadership of distribution and replenishment for a large retail network |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base Salary | $450,000; unchanged across 2024 per Compensation Committee review |
| Target Bonus % (AIP) | 75% of base salary |
| Sign-on Cash Bonus | $250,000 total; $100,000 ~30 days after start (Aug 2023) and $150,000 paid April 2024; full recoupment if voluntary departure or termination for Cause within 1 year of start |
| All Other Compensation | $168,799 (aggregate 2024 perquisites/benefits and other items) |
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Results
| Element | Details |
|---|---|
| Metric Weighting | 75% financial performance; 25% individual objectives. For Verbarendse: Core EBITDA weighting split 40% Company and 35% Americas EBITDA, plus 25% individual objectives . |
| Financial Targets | 2024 Core EBITDA target $625.1mm (threshold 85%: $531.3mm; max 115%: $718.9mm); Americas EBITDA target $518.9mm (threshold: $441.1mm; max: $596.7mm) . |
| Payout Curve | Threshold 50% of target; Maximum up to 175% of target; linear interpolation . |
| 2024 Actuals | Adjusted Core EBITDA $637.2mm (101.9% of target → 109.7% payout for Core component); Americas EBITDA $525.4mm (101.3% of target → 106.3% payout for Americas component) . |
| Verbarendse 2024 AIP Payout | $366,159 total; 108.5% of target ($337,500 target) reflecting blended Core and Americas performance plus objectives |
Long-Term Incentive Plan (LTIP) – Awards and Performance Design
| Element | Details |
|---|---|
| Target Equity Value | $750,000 for 2024; mix of 60% performance-based and 40% time-based awards . |
| Vehicle Choice | RSUs or OPUs (Operating Partnership Units) at executive election; OPUs convertible into operating partnership common units and then redeemable for Company shares; time-based awards vest ratably over 3 years . |
| Performance Metric | 3-year relative TSR vs MSCI U.S. REIT Index; 75th percentile = 200% payout, 50th = 100%, 25th = 50%, below 25th = 0%; capped at target if absolute TSR is negative . |
| 2022–2024 PSU Outcome | 57% of target earned based on 28.5th percentile TSR; vested Jan 8, 2025 (applies to NEO grants outstanding from Mar 8, 2022) . |
2024 Grants of Plan-Based Awards – Verbarendse
| Grant Type | Grant Date | Quantity | Notes |
|---|---|---|---|
| Performance RSUs/OPUs (target) | 03/08/2024 | 17,123 | 3-year performance period Jan 1, 2024–Dec 31, 2026; payouts 0–200% based on relative TSR . |
| Time-based RSUs/OPUs | 03/08/2024 | 11,416 | Vests ratably on 3/8/2025, 3/8/2026, 3/8/2027 . |
| Off-cycle time-based RSUs/OPUs (retention) | 07/01/2024 | 11,696 | 3-year ratable vesting on 7/1/2025, 7/1/2026, 7/1/2027 . |
Prior Sign-on Equity
| Grant Type | Grant Date | Value/Quantity | Vesting |
|---|---|---|---|
| One-time time-based OPUs/RSUs | On start (Aug 28, 2023) | $750,000 value anticipated in offer (implemented as time-based RSU grant); 5,674 unvested units shown at FY24-end | 75% on first anniversary; 25% on second anniversary (remaining vesting Aug 28, 2025) . |
Equity Ownership & Alignment
Beneficial Ownership and Unvested Awards
| As of | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Apr 1, 2025 | 20,284 | <1% | Beneficial ownership table shows less than 1% for all listed executives/directors . |
| Unvested Holdings (12/31/2024) | Quantity | Market Value (at $21.40 close) |
|---|---|---|
| Time-based: 08/28/2023 grant | 5,674 | $121,424 |
| Time-based: 03/08/2024 grant | 11,416 | $244,302 |
| Time-based: 07/01/2024 grant | 11,696 | $250,294 |
| Performance (target): 03/08/2024 grant | 17,123 | $366,432 |
- Stock ownership guidelines: Executive Vice Presidents must hold common shares/OPUs equal to 3x annual base salary within 5 years; compliance status for individual executives not separately disclosed .
- Hedging/pledging: Company insider trading policy prohibits hedging, pledging, and monetization transactions by executives; reduces alignment risks from collateralization or short instruments .
- Deferred compensation: Participated in 2024; executive contributions $43,269, earnings $1,138, ending balance $44,408 .
Upcoming Vesting Windows (Insider Selling Pressure Signals)
- Aug 28, 2025: Remaining 25% of sign-on time-based grant vests .
- March 8 of 2025/2026/2027: Annual tranches from 2024 time-based grant vest .
- July 1 of 2025/2026/2027: Off-cycle 2024 retention grant vests ratably .
Employment Terms
- Employment: At-will; start date Aug 28, 2023; promoted to EVP & COO, Americas on Jan 3, 2024; appointed President, Americas on June 2, 2025 .
- Offer letter: Base $450,000; AIP target 75% of base; one-time $250,000 bonus; sign-on equity $750,000 value; relocation to Atlanta; participation in Company benefits .
- Severance plan: Participant in Executive Severance Benefits Plan (Ex. 10.2 referenced); Company-wide policy provides double-trigger change-in-control benefits (no cash solely on change-in-control; cash/equity awards only if terminated without Cause or for Good Reason within CIC window) . Under 2017 Plan, time-based equity accelerates next scheduled tranche upon termination without Cause/Good Reason; performance awards remain eligible on a prorated basis; in CIC double-trigger, unvested time-based awards vest and performance-based vest at target .
- Clawback: NYSE-compliant recoupment policy for erroneously awarded compensation upon restatements .
- Tax gross-ups: Company states it does not provide tax gross-ups on severance/change-in-control/termination payments .
Investment Implications
- Pay-for-performance alignment: AIP tied primarily to Core EBITDA with regional EBITDA for Americas; 2024 payouts near target indicate operational execution consistent with plan while maintaining downside/upsides via 50–175% payout curve . Relative TSR-based PSUs against MSCI U.S. REIT Index enforce multi-year market-performance alignment; prior cycle’s 57% payout underscores rigor .
- Retention risk mitigated: 2024 off-cycle retention grant with 3-year ratable vesting across NEOs signals competitive talent market and Board’s prioritization of leadership continuity; creates predictable vest windows that may correlate with discretionary selling activity .
- Ownership and pledging: Beneficial ownership is modest (<1%), but substantial unvested equity plus strict anti-hedging/pledging policy and 3x salary ownership guideline for EVPs support alignment without leverage risk .
- Change-in-control terms: Double-trigger CIC, next-tranche acceleration on time-based awards, and target vesting for performance awards under CIC reduce uncertainty and can influence exit/value scenarios; absence of tax gross-ups is shareholder-friendly .
- Short-term signals: Upcoming vest dates (Mar 8 and Jul 1 annually; Aug 28, 2025) may represent windows for insider sales or 10b5-1 plan activity; monitor Form 4 filings around those dates for selling pressure indicators .