Eric J. Lindberg, Jr.
About Eric J. Lindberg, Jr.
Eric J. Lindberg, Jr. (age 54) is Chairman of the Board at Grocery Outlet Holding Corp. and served as Interim President & CEO from October 29, 2024 to February 2025; he has been a director since January 2006 and holds a B.A. in Economics from Hampden-Sydney College . He is not an independent director under Nasdaq rules due to material interests in entities with significant business with the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grocery Outlet Holding Corp. | Co-Chief Executive Officer | Jan 2006 – Dec 2018 | Led expansion; contributed to board stewardship; no standing committee service during chairmanship . |
| Grocery Outlet Holding Corp. | Chief Executive Officer | Jan 2019 – Dec 2022 | Grew store base from 123 to 441 (+259%) and revenue from $612.6M to $3.58B (+484%); developed bi-coastal footprint . |
| Grocery Outlet Holding Corp. | Interim President & CEO | Oct 29, 2024 – Feb 2025 | Stabilization period during ERP challenges; interim compensation structure detailed below . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GMA/FMI | Active member | 2000 – 2022 | Industry engagement and relationships . |
| California Grocers Association | Board member | 2014 – 2019 | Sector insights and governance exposure . |
| Public Company Boards | None disclosed | — | No other public directorships . |
Board Governance
- Role and independence: Chairman since Jan 2023; determined not independent under Nasdaq rules; Lead Independent Director role established and held by Erik D. Ragatz to provide independent oversight .
- Committee participation: Does not serve on standing Board Committees; Committees comprised solely of independent directors .
- Attendance and engagement: In FY2024 the Board met 6 times; each current director attended ≥75% of aggregate Board/Committee meetings; 9 of 10 directors attended the 2024 annual meeting .
- Governance practices: Majority voting standard, regular executive sessions of independent directors, annual evaluations, and no hedging or pledging policy .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Board cash retainer (non-employee director) | $75,000 | FY2024 policy; earned quarterly . |
| Chairman of the Board cash retainer | $150,000 | FY2024 policy; earned quarterly . |
| Meeting fees | None | No separate meeting fees; expenses reimbursed . |
| Interim CEO base salary | $79,167 per month | Oct 29, 2024 – Feb 2025 under Interim CEO Agreement . |
Performance Compensation
| Award/Metric | Detail | Vesting/Outcome |
|---|---|---|
| Annual Director RSU grant | Grant date June 3, 2024; 6,803 RSUs for Board service | Vests upon earlier of June 3, 2025 or 2025 Annual Meeting; settles within 30 days; vests in full on change in control . |
| Interim CEO RSU grant | Grant date Oct 30, 2024; 295,280 RSUs | 78,472 vested on Feb 3, 2025; 216,808 forfeited at end of interim employment . |
| Interim CEO cash bonus | ~$97,590 per 30-day month; total $315,582 (of which $198,459 earned by Dec 28, 2024) | Paid per Interim CEO Agreement separation terms . |
Performance Metric Framework (Company programs referenced in FY2024)
| Program | Metric | Weighting/Notes |
|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EBITDA | 70% at target; FY2024 AIP earned at 18.3% of target . |
| Annual Incentive Plan (AIP) | Comparable store sales | 30% at target; FY2024 AIP earned at 18.3% of target . |
| PSUs (long-term) | Revenue growth | 50% of target PSU grant value; 3-year period . |
| PSUs (long-term) | Adjusted EPS growth | 50% of target PSU grant value; 3-year period . |
| Governance controls | Clawback and stock ownership guidelines | Compensation Committee oversight and clawback policies; director ownership guidelines apply . |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public | — | No other public company boards . |
Expertise & Qualifications
- 26+ years of retail and CPG leadership; co-CEO/CEO track record with multi-cycle growth focus and enterprise risk oversight contributions .
- Led transformative expansion and public company transition; investor relations and IPO experience .
- Industry leadership affiliations (GMA/FMI; CGA) augment sourcing and operating insights .
Equity Ownership
| Category | Shares/Units | Voting/Notes |
|---|---|---|
| Directly held by Eric J. Lindberg | 151,210 | Part of beneficial ownership . |
| Options exercisable (fully vested as of Apr 8, 2025) | 210,450 | Beneficial ownership; in-the-money status not disclosed here . |
| Spouse (directly held) | 460 | Included in beneficial ownership . |
| Child (directly held) | 460 | Included in beneficial ownership . |
| Lindberg Revocable Trust u/a/d 2/14/06 | 1,976,670 | Mr. Lindberg is trustee . |
| Lindberg Irrevocable Trust u/a/d 5/12/17 | 401,500 | Mr. Lindberg is trustee . |
| RSUs vesting within 60 days of Apr 8, 2025 | 6,803 | Director grant vest timing . |
| Reported voting power | Sole: 368,463; Shared: 2,379,090 | As reported in beneficial ownership footnote . |
| Pledging/Hedging | Prohibited by company policy | Governance principle; no pledging/hedging . |
| Ownership guidelines | 5x annual cash retainer ($75,000) | All non-employee directors in compliance or within period . |
Governance Assessment
- Independence and conflicts: Not independent due to material interests in entities with significant revenue from the Company; lease arrangements with entities in which Mr. Lindberg or family have interests (14 stores and 1 distribution center), receiving $7.4M in FY2024 and $1.9M in the 13 weeks ended March 29, 2025; leases expire between Dec 2025 and Jan 2042. RED FLAG: Related-party transactions can impair perceived board independence and pose conflict-of-interest risks .
- Board structure and mitigation: Presence of a robust Lead Independent Director with delineated powers, fully independent committees, majority voting, clawbacks, and ownership guidelines partially mitigate governance concerns by enhancing independent oversight and accountability .
- Attendance and engagement: ≥75% meeting attendance and active executive sessions support board effectiveness; however, concentration of roles (Chairman and recent Interim CEO) warrants continued monitoring of board independence dynamics .
- Compensation alignment: Director pay is standard (cash retainer and annual RSUs); interim CEO award mix was largely time-based with fixed monthly bonus and RSU vesting at end of service—limited performance linkage vs. standard NEO frameworks that use Adjusted EBITDA/comparable sales and long-term revenue/adjusted EPS metrics .
- Stockholder rights and oversight: Majority voting and proposed special meeting rights enhance accountability; annual evaluations and risk oversight frameworks (including cybersecurity) are in place .
Overall: Significant experience and ownership alignment are positives, but ongoing related-party leases and non-independence are material governance risk indicators that investors should factor into confidence assessments and engagement priorities .