Andrea R. Bortner
About Andrea R. Bortner
Andrea R. Bortner (age 63) serves as EVP, Chief Human Resources Officer at Grocery Outlet, a role she has held since March 2020, following CHRO positions at Maxar Technologies (2016–2019) and Catalina (2012–2016) . During her tenure, the company delivered strong 2023 results (net sales up 10.9% to $3.97B; adjusted EBITDA up 17.7% to $252.6M) but faced operational challenges in 2024, with adjusted EBITDA down 6.3% and net sales at $4.37B, comparable store sales +2.7% . Company TSR has been pressured; the value of a fixed $100 investment stood at $46.22 in 2024 versus $156.59 for the peer index (Nasdaq US Benchmark General Retailers Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maxar Technologies, Inc. | EVP, Chief Human Resources Officer | Aug 2016 – Oct 2019 | Led HR for a space technology company through transformation period |
| Catalina | EVP, Chief Human Resources Officer | Aug 2012 – Jun 2016 | Drove HR strategy at a data‑driven advertising and marketing company |
External Roles
- Not disclosed in proxy materials .
Fixed Compensation
| Metric | FY 2023 |
|---|---|
| Base Salary ($) | $441,334 |
| Target Bonus (% of Salary) | 60% |
| Actual AIP Bonus Paid ($) | $293,913 |
| Stock Awards Grant-Date Fair Value ($) | $882,695 |
| Total Compensation ($) | $1,654,673 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (FY 2023) | Adjusted EBITDA ($M) | 70% | 247.2 | 252.6 | 111% | Cash; paid following fiscal year |
| Annual Incentive Plan (FY 2023) | Comparable Store Sales Growth (%) | 30% | 6.0 | 7.5 | 111% (capped to EBITDA achievement above target) | Cash; paid following fiscal year |
| RSUs (FY 2023 grants) | Time-Vesting RSUs (#) | — | 12,938 | — | — | 1/3 annually over 3 years, service-based |
| PSUs (FY 2023 grants) | Three-year Cumulative Net Sales ($B) | 50% | 10.6 | 10.6 | 105% | Earn over 3-year period; vest after performance determination |
| PSUs (FY 2023 grants) | Three-year Cumulative Adjusted EBITDA Growth (%) | 50% | 17.5% | 18.6% | 115% | Earn over 3-year period; vest after performance determination |
| PSU Program (FY 2024 design) | Revenue & Adjusted EPS Growth | — | — | — | — | Metric changed from adjusted EBITDA to adjusted EPS; two equally weighted PSU metrics retained |
FY 2023 equity award mix: 60% PSUs / 40% RSUs for non-CEO NEOs, aligning pay to multi‑year performance and stock outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 26,765 shares held via Bortner Family Trust; <1% of shares outstanding as of Apr 9, 2024 |
| Outstanding Equity (12/30/2023) – RSUs | 12,938 unvested RSUs; market value $348,808 |
| Outstanding Equity (12/30/2023) – PSUs | 38,814 unearned PSUs; payout value $1,046,425 at reporting basis |
| Options | No options disclosed for Bortner in outstanding awards table |
| Hedging/Pledging | Company prohibits hedging and pledging of company stock |
| Ownership Guidelines | Compensation Committee oversees stock ownership guidelines for executive officers (specific thresholds not disclosed) |
Implications:
- Significant unvested/evolving PSU exposure ties outcomes to three-year revenue and profitability targets; vesting can create periodic supply from RSU settlements, a potential source of selling pressure if net shares are sold for taxes/liquidity .
- Governance bans hedging/pledging mitigate misalignment risk .
Employment Terms
| Scenario (as of 12/30/2023) | Salary ($) | Bonus ($) | Health Benefits ($) | Time‑RSU Acceleration ($) | PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause after Change in Control | 441,334 | 264,800 | 38,633 | — | — | 744,767 |
| Qualifying Termination after Change in Control (Double Trigger) | 662,001 | 397,201 | 49,492 | 642,726 | 1,372,480 | 3,123,899 |
| Death/Disability prior to Change in Control | — | — | — | — | 865,919 | 865,919 |
| Death/Disability after Change in Control | — | — | — | — | 1,372,480 | 1,372,480 |
Additional terms and policies:
- Double‑trigger change‑of‑control economics (accelerated vesting contingent on qualifying termination) .
- Clawback policies and executive stock ownership guidelines overseen by Compensation Committee .
- Broad-based benefits and 401(k) profit-sharing program; employer contributions vest over 4 years starting FY 2023 .
Investment Implications
- Pay-for-performance alignment: Bortner’s incentive structure leans heavily on PSUs with multi‑year revenue/profit metrics (shift to adjusted EPS in FY 2024), aligning HR leadership incentives with sustained operational execution and shareholder outcomes .
- Near-term selling pressure: Scheduled RSU vesting and earned PSU settlements represent recurring supply; with 12,938 RSUs unvested and substantial PSUs outstanding as of YE 2023, watch vesting calendars and Form 4 filings around tax events/settlements .
- Retention risk mitigants: Meaningful double-trigger change-in-control protections and accelerated vesting upon qualifying termination reduce voluntary departure risk, especially during leadership transition and systems remediation cycles .
- Governance safeguards: Hedging/pledging prohibitions and clawback oversight curb misalignment; however, weaker recent TSR vs peers highlights the need for execution improvements to translate HR initiatives (talent, culture, store operations) into financial performance .
- Macro linkage: FY 2024 AIP payouts for NEOs fell to ~18.3% of target amid ERP and execution challenges, indicating strong sensitivity of cash incentives to short-term operating results; while Bortner wasn’t an NEO in 2024, the program-level signal suggests heightened focus on profitability and comps .