Erik D. Ragatz
About Erik D. Ragatz
Erik D. Ragatz, age 52, is Grocery Outlet’s Lead Independent Director (since January 2023), having served as Chairman from October 2014 to December 2022 and as a director since October 2014 . He is a Senior Advisor and former Partner at Hellman & Friedman, with prior roles at Bain Capital and Bain & Company; he holds a BA in Economics from Stanford and an MBA from Stanford Graduate School of Business . The Board has affirmatively determined he is independent under Nasdaq rules; committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hellman & Friedman LLC | Senior Advisor; previously Partner; Director/Principal | Senior Advisor since Feb 2023; Partner Jan 2008–Feb 2023; Director/Principal Sept 2001–Dec 2007 | Led investments and governance across consumer/retail/industrial sectors; extensive board leadership including chair roles on compensation, audit, and nom/gov across companies |
| Bain Capital, LP | Investment professional (earlier career) | Not specified (prior to H&F) | Private equity experience |
| Bain & Company | Consultant (earlier career) | Not specified (prior to H&F) | Strategy consulting experience |
| Snap One Holdings Corp. (Nasdaq: SNPO) | Director; Chairman; Chair Nom/Gov; Chair Comp (earlier) | Aug 2017–June 2024 | Chairman (2017–2024); Nom/Gov Chair (2021–2024); Compensation Chair (2017–2021) |
| LPL Financial Holdings, Inc. (Nasdaq: LPLA) | Director | 2009–2012 | Public company governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| At Home Group, Inc. | Chairman (since June 2024); Executive Chairman (Nov 2023–June 2024); Director; Compensation Committee member (since July 2021) | Since July 2021 | Omnichannel home décor value retailer (private) |
| The New Leaf Company BV (dba Superplum) | Chairman | Since Oct 2023 | Early-stage agri-tech |
| And Go Concepts, LLC (dba Salad & GO) | Director | Since Feb 2024 | Disruptive quick service restaurant |
Board Governance
- Independence: Board determined all current directors are independent except the Chairman (Eric Lindberg) and CEO (Jason Potter); committees are fully independent. Ragatz is independent .
- Roles: Lead Independent Director with defined responsibilities including agenda collaboration, executive sessions leadership, shareholder engagement, and crisis leadership .
- Committees: Compensation Committee member since November 2014; Nominating & Corporate Governance Committee member since June 2019; Chair of Nominating & Corporate Governance June 2019–February 2023 .
- Attendance: FY2024—Board met 6 times; Audit & Risk 10; Compensation 6; Nominating & Gov 4; each director attended at least 75% of meetings; 9 of 10 directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors chaired by the Lead Independent Director .
- Stockholder engagement: Company engaged with stockholders representing a majority of outstanding shares on ESG in early FY2024; Board receives regular investor feedback reports .
Fixed Compensation
| Component (FY2024 policy) | Amount (USD) |
|---|---|
| Annual Board retainer (non-employee directors) | $75,000 |
| Lead Independent Director additional retainer | $50,000 |
| Committee Chair—Audit & Risk | $25,000 |
| Committee Member—Audit & Risk (non-Chair) | $15,000 |
| Committee Chair—Compensation | $25,000 (increased from $20,000 effective June 3, 2024) |
| Committee Member—Compensation (non-Chair) | $10,000 |
| Committee Chair—Nominating & Corporate Governance | $20,000 |
| Committee Member—Nominating & Corporate Governance (non-Chair) | $10,000 |
| Meeting fees | None (no per-meeting fees) |
| FY2024 Director Compensation—Erik D. Ragatz | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $145,000 |
| Stock awards (RSUs grant-date fair value) | $150,006 |
| Total | $295,006 |
Performance Compensation
| Equity Award | Grant date | Shares/Units | Grant-date fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| Annual RSU award (non-employee director) | June 3, 2024 | 6,803 shares | $150,006 | Vests in full on the earlier of 12 months from grant or the anniversary of the prior annual meeting; accelerates on change in control | None disclosed for directors; time-based vesting only |
- Director Deferral Program: Directors may elect to defer cash and/or settled RSU shares into DSUs under the 2019 Incentive Plan, with flexible settlement timing and dividend equivalents .
- Clawback and Ownership Guidelines: Company maintains clawback policies and stock ownership guidelines applicable to executives and directors; directors are expected to hold equity equal to 5× board retainer within five years and must hold 50% of net shares until compliant .
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Current public boards | None | — | None disclosed |
| Prior public boards | Snap One (SNPO); LPL Financial (LPLA) | Chair and committee leadership; Director | Governance experience; no disclosed related-party transactions with Grocery Outlet |
| Private boards | At Home; Superplum; Salad & GO | Chair/Director | Retail and food-related expertise; no disclosed conflicts with Grocery Outlet |
Expertise & Qualifications
- Deep governance and board leadership (Chair/Lead Independent Director at six companies; multiple committee chair roles), with finance/accounting, risk oversight, and retail/logistics expertise developed through private equity and board service .
- Strategic and operational expertise across high-growth consumer, retail, and industrial sectors; lifecycle investing experience from sourcing to exit, governance setup, and executive partnering .
Equity Ownership
| Category | Shares/Units |
|---|---|
| Directly held | 20,996 |
| Limited partnership controlled by Ragatz | 539,785 |
| Spouse | 5,200 |
| 401(k) (not affiliated with the Company) | 38,000 |
| Ragatz Revocable Trust | 201,500 |
| Fully vested DSUs (Director Deferral Program) | 9,990 |
| RSUs vesting within 60 days of April 8, 2025 | 6,803 |
| Total beneficial ownership | 822,274 |
| Shares outstanding (as of April 8, 2025) | 98,005,068 |
| Ownership as % of shares outstanding | ≈0.84% (822,274 ÷ 98,005,068); proxy table denotes “*” (company convention) |
- Hedging/Pledging: Company policy prohibits hedging and pledging; no pledging disclosed for Ragatz .
- Ownership Guidelines Compliance: As of December 28, 2024, all non-employee directors were compliant or within the compliance period making appropriate progress .
Governance Assessment
- Board effectiveness: Ragatz provides robust independent oversight as Lead Independent Director with clearly delineated authorities, including executive sessions leadership and shareholder engagement—key for credible checks-and-balances with a non-independent Chairman .
- Alignment: Material personal ownership across direct, trust, partnership, and DSUs aligns incentives with long-term shareholder value, supported by stringent stock ownership and hold requirements .
- Independence and conflicts: Board confirms his independence; no related-party transactions involving Ragatz are disclosed; company bans hedging/pledging, mitigating misalignment risk .
- Compensation design: Director pay mix balances fixed cash with time-vested equity; annual RSU increased to $150k in FY2024, reinforcing equity alignment; absence of performance-conditioned director equity is standard but places emphasis on ownership guidelines and clawbacks to sustain accountability .
- Engagement and attendance: Above-threshold attendance and structured investor outreach indicate active governance and responsiveness to stakeholders during a challenging FY2024 .
RED FLAGS: None disclosed specific to Ragatz; independence affirmed; no related-party transactions; company prohibits pledging/hedging; overboarding concerns addressed via policy (no director overboarding under Company policy) .