John (“Jeb”) E. Bachman

About John (“Jeb”) E. Bachman

Independent director (Age 69) serving since November 2019; Chair of the Audit and Risk Committee. Former PwC partner (1989–2015) with leadership roles as Operations Leader of U.S. Assurance (2007–2013) and U.S. Strategy Leader (2004–2007). Education: B.S. in Business Administration (Bucknell University) and MBA (Harvard Business School). The Board has determined he is independent and an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Audit and Risk Committee; members include Bachman (Chair), Herman, Moody‑Byrd, York; all are independent; Bachman, Herman, York are audit committee financial experts.
• Independence: Board affirms independence of all current directors except the Chairman (Lindberg) and CEO (Potter); committees are fully independent.
• Risk oversight: Audit & Risk Committee oversees ERM, financial risk, legal/regulatory compliance, cybersecurity; Nominating & Corporate Governance oversees ESG and trading policies; Compensation oversees HCM and compensation risk.
• Meeting cadence and attendance:
  • FY 2023: Board 5; Audit & Risk 8; Compensation 5; Nominating & Corporate Governance 5; each current director attended over 90% of aggregate meetings.
  • FY 2024: Board 6; Audit & Risk 10; Compensation 6; Nominating & Corporate Governance 4; each current director attended at least 75% of aggregate meetings; independent directors meet regularly in executive session.
• Auditor oversight: Deloitte retained since 2007; committee reviewed independence, performance, rotation of lead partner; FY 2024 total fees $3,928,869 (Audit $3,538,610; Tax $388,364; Other $1,895).

Board/Committee Meetings (Oldest → Newest)

Fixed Compensation

• Policy framework (FY 2024): Cash retainer $75,000 for non‑employee directors; Audit & Risk Chair $25,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $10,000; Nominating Chair $20,000; Nominating member $10,000. No meeting fees; expenses reimbursed.
• Equity: Annual RSU grant value $150,000; shares determined by grant‑date closing price; prorated for mid‑cycle additions; vests on 12 months from grant or prior annual meeting anniversary; full vest on change in control; settled within 30 days of vesting.
• FY 2024 grant: 6,803 RSUs to each non‑employee director on June 3, 2024 (grant value $150,000).

Director Compensation (Oldest → Newest)

Performance Compensation

• Non‑employee director equity awards are time‑vesting RSUs; no disclosed performance metrics (e.g., revenue, EBITDA, TSR) apply to director compensation. Vesting terms: 12 months from grant or prior annual meeting anniversary; accelerated vesting on change in control.
• Clawbacks and ownership alignment: Company maintains clawback policies and director stock ownership guidelines (see below).

Other Directorships & Interlocks

• Interlocks/conflict scan: No disclosed business dealings between Bachman and Grocery Outlet; related party lease arrangements involve entities affiliated with Chairman Lindberg, not Bachman.

Expertise & Qualifications

• Financial/accounting and internal controls: Extensive audit, financial reporting, and enterprise risk oversight; designated audit committee financial expert.
• Strategy and operations: Led PwC’s U.S. Assurance operations; U.S. strategy leadership experience.
• Retail board experience: Multi‑year service at an omnichannel retailer (PLCE).

Equity Ownership

• Ownership guidelines: Non‑employee directors expected to hold equity equal to 5× annual cash retainer ($75,000); 5‑year compliance period; must hold 50% of net shares until guidelines met; as of Dec 28, 2024, all non‑employee directors were either compliant or within the period and making progress.
• Hedging/pledging: Prohibited for directors; trading policy enforces blackout periods and pre‑clearance.

Beneficial Ownership (Oldest → Newest)

Note: “*” indicates less than 1% beneficial ownership.

Governance Assessment

• Strengths

  • Independent director with deep audit leadership; Audit & Risk Chair since Nov 2019; designated financial expert strengthens oversight of internal control remediation and ERP‑related material weakness monitoring.
  • Strong attendance culture and robust committee cadence; regular executive sessions of independent directors.
  • Clear auditor independence and pre‑approval processes; multi‑year continuity with Deloitte and high shareholder ratification support historically.
  • Director pay structure aligns with service (cash retainer + time‑vesting RSUs), plus ownership guidelines and clawbacks; no hedging/pledging.

• Watch items / RED FLAGS

  • Corporate opportunity waiver: Charter provisions allow non‑employee directors and affiliates to engage in competing businesses and renounce corporate opportunities—investors should weigh potential conflicts despite committee independence.
  • Consultant independence: Korn Ferry serves as Compensation Committee’s independent consultant; management separately engaged Korn Ferry for executive search ($362,295 in FY 2024). Committee assessed and disclosed no conflicts, but dual engagements warrant continued monitoring.

• Related‑party exposure

  • No related‑party transactions disclosed for Bachman; material related‑party leases involve the Chairman and affiliated entities (not Bachman), with Audit & Risk Committee oversight under the Related Persons Transactions Policy.

• Alignment

  • Ownership increased meaningfully from Apr 2024 to Apr 2025; RSU policies and guidelines support alignment; prohibition on pledging/hedging reduces misalignment risk.

Director Compensation Policy Details

Overall, Bachman’s profile (PwC partner, audit operations leader, audit committee chair) and independence materially support investor confidence in financial reporting and risk oversight. Monitor the corporate opportunity waiver and Korn Ferry dual engagements as governance risk indicators.