Jason Potter
About Jason Potter
Jason Potter, age 54, became President and CEO of Grocery Outlet Holding Corp. on February 3, 2025, and joined the Board the same day; he is not independent due to his executive role . He brings 30+ years of grocery retail leadership, including CEO of The Fresh Market (2020–Jan 2025) and senior operating roles at Sobeys (spanning ~1,500 stores), with emphasis on large-scale operations, supply chain, merchandising, and turnarounds; education includes a BMgt and MBA (Athabasca) and HBS AMP . Recent company performance context: FY2024 net sales rose 10.1% to $4.37B with comps +2.7%, but adjusted EBITDA fell 6.3% to $236.8M (5.4% margin), prompting leadership changes and pay-for-performance outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Fresh Market, Inc. | Chief Executive Officer; Director | Mar 2020–Jan 2025 | Led transformation to strong earnings growth; delivered award‑winning customer experience (USA Today Readers’ Choice “Best Supermarket” 2021–2023) . |
| Sobeys Inc. (Empire Co. subsidiary) | EVP Operations; President (West, Atlantic, Multi-Format) | 1990–Jun 2018 (EVP Ops May 2017–Jun 2018) | Oversaw ~1,500 stores; deep P&L leadership, large‑scale operations, supply chain, merchandising, real estate . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Fresh Market, Inc. (private) | Director | 2020–Jan 2025 | Private company board; no current public company directorships . |
| Awards/Education | — | — | Canada “Top 40 Under 40” (2008); BMgt, MBA (Athabasca); HBS AMP . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $1,025,000 per year (prorated from start date) . |
| Target annual bonus | 125% of base salary (prorated in 2025) . |
| Relocation allowance | Up to $500,000 (net of taxes), with clawback if certain early termination; must relocate to SF Bay Area within 12 months . |
Performance Compensation
| Plan/Metric | Design (latest disclosed) | Target/Weighting | Actual/Payout detail |
|---|---|---|---|
| Annual Incentive Plan (AIP) | One‑year corporate metrics; payout 0–200% each metric, linear bands | Adjusted EBITDA 70%; Comparable Store Sales 30% | FY2024 outcome for program: Overall achievement factor 18.3% of target (Adj. EBITDA below threshold; comps 2.7%) . |
| PSUs (LTI) | 3‑year performance period; payout 0–200% | 50% 3‑yr cumulative Net Sales; 50% 3‑yr cumulative Adjusted EPS (shifted from Adj. EBITDA to EPS in 2024) | Performance assessed at end of period; FY2025 Q3 shows PSU grant/adjustments at company level (not specifically Mr. Potter) . |
| 2025 shift in LTI mix | For FY2025, committee replacing RSUs with stock options for NEOs (greater performance leverage) . |
Equity Awards (CEO new-hire and annual)
| Award | Size/Value | Vesting & Conditions | Notes |
|---|---|---|---|
| Special new‑hire stock options | 250,000 options @ exercise price = grant‑date close | 1/3 vests and becomes exercisable at 3‑year anniversary; 2/3 vest on stock price targets (see below) but are not exercisable until 3‑year anniversary; 10‑year term . | |
| New‑hire RSUs | Value $2,000,000 ÷ grant‑date close | 100% vests March 1, 2026, subject to continued employment . | |
| 2025 annual options | Grant date fair value $2.1M | Time‑based vesting in equal annual installments over 3 years; 10‑year term . | |
| 2025 annual PSUs | Target grant value $2.1M ÷ grant‑date close; 200% cap | 3‑year performance period; settled based on achievement of Net Sales and Adjusted EPS goals . |
Vesting price targets for the market‑based portion of the special new‑hire options:
- 25% Price Target: 125% of exercise price maintained for 45 consecutive trading days within 3 years (vests 1/3) .
- 50% Price Target: 150% of exercise price maintained for 45 consecutive trading days within 3 years (vests 1/3) .
- Exercisability deferral: Any options vesting via price targets are not exercisable until the third anniversary, contingent on continued employment .
Equity Ownership & Alignment
| Data point | Detail |
|---|---|
| Beneficial ownership (as of April 8, 2025 record date) | “—” shares; less than 1% of outstanding shares . |
| Ownership guidelines (executives) | CEO must hold equity worth ≥5x base salary; 5 years to comply; must retain 50% of net shares until met; unvested PSUs excluded . |
| Compliance status | NEOs are either in compliance or within phase‑in period; as new CEO, Potter falls within phase‑in . |
| Hedging/pledging | Prohibited for directors/officers under Securities Trading Policy; no hedging/pledging . |
Employment Terms
| Item | Terms |
|---|---|
| Employment start | February 3, 2025; at‑will employment . |
| Severance (no cause or for good reason) | 24 months base salary; 2x target bonus paid over 24 months; up to 18 months medical/dental; prior‑year unpaid bonus; pro‑rated current‑year bonus (subject to performance); pro‑rated vesting of time‑based awards next vesting tranche; price‑target options remain exercisable per award terms if vested; release required . |
| Death/Disability | Lump‑sum pro‑rated target bonus + unpaid prior‑year bonus; pro‑rated time‑based vesting; price‑target option exercisability per terms . |
| Change-in-control economics | Company policy: no single‑trigger vesting of equity upon change in control; 280G cutback applies to avoid excise tax, rather than gross‑up . |
| Restrictive covenants | Confidentiality; non‑compete; non‑solicit for 24 months post‑employment . |
| Arbitration/Governing law | JAMS arbitration in San Francisco; California law . |
| Board service | Serves as director while CEO; receives no additional Board compensation . |
Board Governance (Director Role)
- Director since Feb 2025; not independent (CEO); no committee assignments .
- Board leadership: Non‑independent Chair (Eric J. Lindberg) and Lead Independent Director (Erik D. Ragatz) with defined responsibilities; all standing committees fully independent .
- Meeting attendance: In FY2024, each current director attended ≥75% of Board/committee meetings; independent director executive sessions held regularly .
- No hedging/pledging policy for directors; director stock ownership guidelines also apply separately .
Performance & Track Record
- Transformation track record: At The Fresh Market, led turnaround to strong earnings growth and top customer experience accolades (USA Today 2021–2023) .
- Large‑scale operations: Sobeys leadership across ~1,500 stores, deep supply chain, merchandising, and site selection expertise .
- Accountability and disclosure: Signed SOX 302/906 certifications on GO’s Q3 FY2025 Form 10‑Q (filed Nov 5, 2025) as Principal Executive Officer .
Compensation Committee & Governance Controls (Program Quality Signals)
- Independent consultant: Korn Ferry advises Compensation Committee; independence reviewed; 2024 executive search services disclosed ($362,295); no conflicts determined .
- Clawbacks: Dodd‑Frank/Nasdaq‑compliant clawback policy maintained .
- No tax gross‑ups; no single‑trigger equity vesting on CIC; no repricing without shareholder approval; limited perquisites .
- AIP and PSU designs aligned with strategy (Adjusted EBITDA and comps for AIP; Net Sales and Adjusted EPS for PSUs); FY2024 AIP payout 18.3% reflects under‑performance—evidence of pay‑for‑performance .
Risk Indicators & Red Flags
- Insider selling pressure/vesting overhang: Special new‑hire options and market‑based vesting reduce near‑term exercisability; RSU cliff in March 2026 is a focal date for potential selling (subject to guidelines) .
- Pledging/hedging prohibited (alignment positive) .
- Related party exposure: Not tied to Potter; company discloses legacy related‑party leases with Chair’s entities; governance oversight via Audit & Risk Committee .
- Item 404 transactions: None for Potter noted in his appointment 8‑K .
Investment Implications
- Alignment: Large “at‑risk” mix with multi‑year PSUs and a sizable market‑based option grant (with 3‑year exercisability gate) ties upside to sustained share price and operating performance, limiting short‑term sell pressure and signaling confidence in execution .
- Retention economics: 2x salary + 2x target bonus severance over 24 months and pro‑rata equity vesting support retention but are within market for mid‑cap retail CEOs; no excise tax gross‑ups and CIC double‑trigger equity treatment are shareholder‑friendly .
- Execution focus: Shift of PSU metric from Adjusted EBITDA to Adjusted EPS plus 2025 move toward options (away from RSUs) increases performance leverage and capital efficiency focus; FY2024 AIP payout (18.3%) evidences a tight pay‑for‑performance linkage as the turnaround proceeds under Potter .
Overall, Potter’s package emphasizes long‑term, performance‑contingent equity with guardrails (clawbacks, ownership guidelines, no hedging/pledging). Key catalysts/risks for equity realization include hitting multi‑year Net Sales/Adj. EPS PSU targets and achieving stock price hurdles on the new‑hire options amid execution of ERP and margin recovery initiatives .