Christopher M. Miller
About Christopher M. Miller
Christopher M. Miller, age 64, has served as Executive Vice President and Chief Financial Officer of Grocery Outlet since January 2025. He previously held senior finance roles across food distribution and retail, including CFO of Shamrock Foods Company (Jan 2023–Dec 2024) and CFO roles at Core‑Mark (2016–2022), following earlier finance leadership positions at Cost Plus World Market, Echo Outsourcing, and Levi Strauss & Co. Mr. Miller holds a BBA in accounting from Dowling College and was a Certified Public Accountant . Company performance context for his compensation program: FY2024 net sales +10.1% to $4.37B; comps +2.7%; adjusted EBITDA decreased 6.3% to $236.8M (5.4% of net sales); net income $39.5M ($0.40 diluted EPS) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shamrock Foods Company | Chief Financial Officer | Jan 2023–Dec 2024 | CFO of the largest family‑held food service distributor in the western U.S., bringing deep distribution finance and operations expertise . |
| Core‑Mark Holding Co. | EVP & CFO; SVP & CFO; VP & Chief Accounting Officer | Jan 2007–Jun 2022 | Finance leadership at a leading marketer of fresh food and broad‑line supply solutions to convenience retail in North America . |
| Cost Plus World Market | VP & Corporate Controller | 2002–2006 | Public company retail finance and accounting leadership . |
| Echo Outsourcing | Chief Financial Officer | 2000–2002 | CFO role in outsourcing services . |
| Levi Strauss & Co. | Various finance roles | 1996–2000 | Global retail/apparel finance experience . |
External Roles
No public company board service or external directorships disclosed in the proxy biography for Mr. Miller .
Fixed Compensation
| Component | Value/Terms | Notes |
|---|---|---|
| Base Salary | $550,000 | Effective upon start; prorated from Jan 6, 2025 . |
| Target Annual Bonus | 60% of base salary | Prorated from start date; under Annual Incentive Plan (AIP) . |
| Signing Bonus | $100,000 | One‑time new hire payment . |
| Annual Equity Target | 200% of base salary | 60% PSUs / 40% RSUs by grant value . |
| New Hire RSU Grant | $400,000 grant value | Subject to 2019 Incentive Plan and award agreement . |
Performance Compensation
Annual Incentive Plan (AIP) – Company Program Design
| Metric | Weighting | Target Definition | FY2024 Actual | Payout Mechanics |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | One‑year performance period | FY2024 adjusted EBITDA $236.8M; −6.3% YoY | AIP bonus outcomes based on achievement of two independent metrics; slope of payout scale revised to reduce volatility; FY2024 bonuses earned at 18.3% of target . |
| Comparable Store Sales | Not disclosed | One‑year performance period | FY2024 comps +2.7% | See above; payout tied to objective goals . |
Note: Mr. Miller participates in the AIP from his start date; his bonus is prorated for the period of service in the fiscal year .
Long‑Term Incentives (Equity)
| Award Type | Metric(s) | Weighting | Performance Period | Vesting / Acceleration Terms |
|---|---|---|---|---|
| PSUs | Net Sales and Adjusted EPS | 50% of target grant value each | Three‑year performance period | Death/disability pre‑CIC: prorated at target; termination without Cause pre‑CIC: prorated remains outstanding and vests at target upon subsequent CIC; termination without Cause/for Good Reason/death/disability following CIC: earned PSUs vest in full at target . |
| RSUs | Time‑based | 40% of annual equity target by value (for Miller) | Typical quarterly/annual vest schedules per award | Full acceleration if terminated without Cause following a Change in Control . |
Program governance highlights: PSU payout scale slope and AIP payout slope revised to reduce volatility; continued use of two PSU metrics; adjusted EBITDA metric changed to adjusted EPS within PSU framework .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Executive Stock Ownership Guideline | EVP required to hold company shares equal to 3× base salary; 5‑year phase‑in; must hold 50% of “net shares” from equity awards until guideline met . |
| Securities Trading Policy | Prohibits hedging and pledging of company stock; mandates blackout periods and pre‑clearance; permits Rule 10b5‑1 plans with statutory cooling‑off and limitations . |
| Beneficial Ownership Status | No individual share count disclosed for Mr. Miller in FY2024 NEO/management tables; he was not an FY2024 NEO. Company‑level ownership tables list other officers/directors and 98,005,068 shares outstanding as of April 8, 2025 . |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | January 6, 2025; EVP & CFO appointment announced Dec 18, 2024 . |
| Severance Plan Eligibility | Executive Severance Plan participation through March 31, 2027 . |
| Severance Multiple | Lump sum equal to 1.5× (base salary + target bonus) upon qualifying termination; plus COBRA premium differential for 18 months . |
| Restrictive Covenants | Confidentiality, non‑disparagement, and non‑solicitation covenants apply with severance . |
| 280G Treatment | Best‑net cut or cutback to avoid excise tax, whichever yields greater after‑tax benefit; no tax gross‑ups . |
| CIC Equity Treatment | RSUs fully accelerate if terminated without Cause following CIC; PSUs vest at target under specified termination/CIC scenarios (see Performance Compensation) . |
| Indemnification | Company’s standard Indemnification Agreement . |
Performance & Track Record
- Role confirmation: Mr. Miller signed the Q1 FY2025 press release 8‑K as EVP, Chief Financial Officer, confirming active service in role .
- Company operating context during his onboarding: FY2024 net sales +10.1% to $4.37B; comps +2.7%; adjusted EBITDA $236.8M (−6.3% YoY); diluted EPS $0.40 .
- Team transition note: SVP, Accounting (principal accounting officer) Lindsay Gray resigned effective June 2, 2025 to pursue another opportunity, with no disagreement cited .
Investment Implications
- Strong pay‑for‑performance architecture: Miller’s annual equity is majority PSUs (60% of grant value) with three‑year targets in net sales and adjusted EPS, aligning incentives with multi‑year revenue scale and earnings quality; AIP ties cash bonuses to adjusted EBITDA and comps, limiting short‑term drift .
- Retention economics moderate but structured: 1.5× salary+target bonus severance and eligibility through March 31, 2027 provide a retention window; CIC provisions utilize double‑trigger equity acceleration (RSUs) and target‑level PSU vesting, avoiding single‑trigger windfalls .
- Alignment safeguards: 3× salary ownership guideline with net‑share holding requirement plus explicit prohibitions on hedging and pledging reduce misalignment and mitigate insider selling risk outside scheduled plans .
- Governance signals: Clawback policy (Dodd‑Frank/Nasdaq‑compliant) and no tax gross‑ups or repricing underscore shareholder‑friendly discipline; independent consultant oversight and capped incentive structures lower compensation‑related risk .
- Execution risk watch‑items: Finance leadership transition year and subsequent principal accounting officer turnover warrant monitoring of close/process robustness and continuity; company disclosed no disagreement in the resignation .
Confirmation of role and tenure: EVP & CFO since January 2025; biography and appointment terms disclosed in 8‑K and proxy .
All compensation values, metrics, and policies above derive from the company’s 8‑K and DEF 14A filings for FY2024/FY2025, as cited.