Jeffrey R. York
About Jeffrey R. York
Independent director at Grocery Outlet Holding Corp. (GO); age 61; director since November 2010; currently serves on the Audit and Risk Committee and is designated an audit committee financial expert. Background spans 30+ years in grocery and discount retail; BA in Economics from Princeton University and Canadian CPA designation; currently CEO of Altea Active (since June 2024). Independence affirmed by the Board under Nasdaq rules; Class II director with term ending 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sobeys, Inc. | Special Advisor | Jun 2020 – Jan 2025 | Engagement with Canada’s #2 food retailer |
| Farm Boy Stores Inc. | Partner | Jun 2020 – Jan 2024 | Specialty grocery expansion experience |
| Farm Boy, Inc. | Co-CEO & President | Nov 2009 – Jun 2020 | Led rapid store count and sales growth |
| Giant Tiger Stores Ltd. | Various roles incl. President/COO | 1989 – 2009 | Extreme value discount retail leadership |
| Ward Mallette, Chartered Accountants | Accountant | 1986 – 1989 | Earned CPA/CA designation |
External Roles
| Organization | Exchange/Ticker | Role | Committee |
|---|---|---|---|
| Altea Active | Private | Chief Executive Officer | — |
| Braille Energy Systems Inc. | TSX-V: BES | Chairman & Director | Audit Committee |
| Stria Lithium | TSX-V: SRA | Chairman & Director | Audit Committee |
| Focus Graphite | TSX-V: FMS | Chairman & Director | Audit Committee |
Board Governance
- Committee assignments: Member, Audit and Risk Committee (Nov 2014–Jun 2021; since Jul 2022). Prior service on Compensation Committee (Nov 2019–Jul 2022). Determined by Board to be an audit committee financial expert .
- Current Board classification/term: Class II, term ending 2026; listed as “Director, Member of the Audit and Risk Committee” .
- Independence: Board determined all current directors are independent except Chairman Eric J. Lindberg and CEO Jason Potter; each Audit and Compensation Committee member meets SEC/Nasdaq independence requirements .
- Attendance: Fiscal 2024 had 6 Board, 10 Audit and Risk, 6 Compensation, 4 Nominating meetings; each current director attended at least 75% of aggregate meetings; 9 of 10 directors attended the 2024 annual meeting .
- Audit and Risk Committee oversight: Deloitte reappointed; committee evaluates audit partner rotation; scope includes financial reporting integrity, compliance, ERM (including cybersecurity), related party transactions, and internal audit oversight .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 75,000 | Standard non-employee director retainer |
| Audit & Risk Committee member retainer | 15,000 | Non-chair member fee |
| Committee chair fees | — | Not applicable to York in FY 2024 |
| Meeting fees | — | None; no per-meeting compensation |
| Total Cash Fees Earned | 90,000 | As reported in Director Compensation Table |
Performance Compensation
| Equity Award (FY 2024) | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Details |
|---|---|---|---|---|
| Annual RSU (2019 Plan) | Jun 3, 2024 | 6,803 | 150,006 | Vests in full on earlier of 12 months from grant or prior annual meeting anniversary; full vest on change-in-control; settlement within 30 days of vesting |
- Deferral program: Directors may elect to defer cash and/or RSU settlement into DSUs; DSUs settle per elected schedule (single or up to 5 installments), on separation, change-in-control, or death; DSUs accrue dividend equivalents and are under the 2019 Plan .
- Performance metrics: Non-employee director equity awards are time-vested; no performance-based metrics apply to director compensation. Company-wide NEO metrics (for context) are adjusted EBITDA and comparable store sales (AIP), and revenue and adjusted EPS growth (PSUs); not applicable to director equity .
Compensation Structure Analysis
- Policy changes effective Jun 3, 2024: RSU grant-value increased from $125,000 to $150,000; Compensation Committee chair cash retainer increased from $20,000 to $25,000 (benchmarking with Korn Ferry) .
- Mix: York’s FY 2024 mix was ~37.5% cash ($90k) and ~62.5% equity ($150k), aligning director pay with shareholder outcomes via equity-based comp; no meeting fees reduce pay inflation risk .
Other Directorships & Interlocks
| Company | Overlap/Interlock with GO | Potential Conflict Commentary |
|---|---|---|
| Braille Energy Systems (BES) | None disclosed | Energy storage; no evident customer/supplier linkage to GO’s grocery operations |
| Stria Lithium (SRA) | None disclosed | Mineral exploration; no evident linkage to GO operations |
| Focus Graphite (FMS) | None disclosed | Mining; no evident linkage to GO operations |
- Board policy notes “No director overboarding under our policy” and prohibits hedging/pledging; supports independence and alignment .
Expertise & Qualifications
- Deep grocery and extreme value discount retail expertise; led rapid store count and sales growth at Giant Tiger and Farm Boy .
- Executive management experience in strategy, supply chain, logistics, distribution centers, and operations .
- Financial/accounting expertise; Canadian CPA; audit committee service across boards; designated audit committee financial expert at GO .
- Governance experience via Canadian public company chairmanships and audit committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Jeffrey R. York | 80,099 | <1% | 73,296 shares held directly; 6,803 RSUs vesting within 60 days of Apr 8, 2025 |
| All current directors & officers (17) | 4,438,689 | 4.5% | Includes options, DSUs, and RSUs per footnote |
- Director ownership guidelines: 5x annual cash retainer ($75,000) with 5-year compliance period; count includes shares, options (vested/in-the-money), RSUs (vested/unvested); must hold 50% net shares until guidelines met. As of Dec 28, 2024, all non-employee directors were in compliance or within compliance period with appropriate progress .
Related Party Transactions & Conflicts
- Historical stockholders agreement: York (and certain directors/family trusts) were parties to a 2014 agreement amended in 2019; provides nomination rights (currently vacant Stockholder Nominee) and registration rights. Board provides highest support to designated nominees; CEO is nominated per agreement .
- Leases: Related-party leases with entities affiliated with Chairman Lindberg; FY 2024 payments $7.4M; not linked to York .
- Corporate opportunities renunciation: Charter provides that non-employee directors may engage in competing businesses and renounces corporate opportunities subject to specified exceptions; oversight and conflicts managed via policies .
- Related Persons Transaction Policy: Audit & Risk Committee reviews and must approve transactions >$120,000 with related persons; interested directors must recuse .
Governance Assessment
- Strengths: Independence confirmed; audit committee financial expert designation; active role on Audit & Risk overseeing financial integrity, ERM and related-party review; solid attendance threshold met; director pay structure emphasizes equity alignment; hedging/pledging prohibited by policy .
- Watch items: Charter’s corporate opportunities renunciation can dilute fiduciary “first look” norms; outside CEO plus multiple Canadian chair roles implies time-commitment considerations, though Board states no overboarding under its policy; historical stockholder agreement participation indicates legacy alignment structures but current nominee seat is vacant .
- Overall signal: Governance practices (independent committees, lead independent director responsibilities, majority voting, declassification in 2026) and director equity ownership guidelines support investor confidence; York’s financial oversight and retail expertise are additive to board effectiveness .