Luke D. Thompson
About Luke D. Thompson
Luke D. Thompson is Executive Vice President, General Counsel and Secretary of Grocery Outlet Holding Corp. (GO), age 53, having been promoted from SVP, General Counsel and Secretary (July 2022–February 2024) to his current role in February 2024 after two decades of legal leadership at Big 5 Sporting Goods (2002–2022), most recently as EVP, General Counsel and Secretary . Context for executive incentives in Fiscal 2024: net sales rose 10.1% to $4.37B, comparable store sales increased 2.7%, adjusted EBITDA was $236.8M (5.4% margin), and net income was $39.5M ($0.40 diluted EPS), while persistent ERP execution issues contributed to margin pressure and adjusted EBITDA declined 6.3% year over year; the Board judged stock performance over the past year “unacceptable” and initiated leadership changes and restructuring . The proxy also presents Pay-Versus-Performance charts comparing compensation actually paid with cumulative TSR and the Nasdaq US Benchmark General Retailers Index, underscoring alignment between pay outcomes and shareholder returns over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grocery Outlet Holding Corp. | SVP, General Counsel and Secretary | 2022–2024 | Led the Company’s legal and governance function before promotion to EVP . |
| Big 5 Sporting Goods Corporation | EVP, General Counsel and Secretary (most recent in tenure) | 2002–2022 | Long-tenured senior legal leadership at a national retailer, bringing deep retail governance and compliance expertise . |
External Roles
No public company board or outside directorships for Thompson are disclosed in the proxy .
Fixed Compensation
Program architecture applicable to EVPs (including Thompson) and NEOs:
| Component | FY2024 Program Design | FY2024 Outcome |
|---|---|---|
| Base Salary | Set by role and market benchmarking; EVP-level covered by Executive Severance Plan; NEO salary changes disclosed (Thompson not a FY2024 NEO) . | Not individually disclosed for Thompson in proxy . |
| Annual Incentive Plan (AIP) | Two metrics: Adjusted EBITDA (70% weight) and Comparable Store Sales (30% weight); one-year performance period . | Company-wide AIP earned at 18.3% of target for FY2024 (applies to NEO calculations; indicates low bonus year) . |
Performance Compensation
Equity mix and metrics (EVP/NEO plan design):
| Incentive Type | Metric | Weighting | Performance Period | Target Framework and Results |
|---|---|---|---|---|
| PSUs | Revenue Growth | 50% of PSUs | 3-year | FY2022 PSU framework: Min revenue $10.8B (50% payout), Target $11.2B (100%), Max $11.5B (200%); Actual $11.9B → 200% payout for revenue leg . |
| PSUs | Adjusted EPS Growth (replaced Adjusted EBITDA for PSUs in FY2024 to reduce overlap with AIP) | 50% of PSUs | 3-year | FY2022 cumulative Adjusted EBITDA growth leg (legacy metric) Min 25% (50%), Target 30% (100%), Max 35% (200%); Actual 23.8% → 0% payout; combined PSU achievement = 100% (target) for the FY2022 PSU cohort . |
| RSUs | Time-based vesting | N/A | 3-year | RSUs vest one-third annually over three years, contingent on continued service . |
AIP mechanics (for context):
- Metrics and weights: Adjusted EBITDA (70%) and Comparable Store Sales (30%); payout slope revised to reduce volatility in FY2024 .
- FY2024 AIP achievement factor: 18.3% of target (NEO table) .
Equity Ownership & Alignment
| Policy/Status | Details |
|---|---|
| Executive Stock Ownership Guidelines | EVP required ownership = 3× base salary; 5 years to comply; must hold 50% of “net shares” from awards until guidelines met; unvested PSUs excluded from holdings . |
| Hedging/Pledging | Prohibited by governance principles and Securities Trading Policy; no hedging or pledging allowed . |
| Beneficial Ownership | Individual share count for Thompson not disclosed; executive and director group total reported separately (no individual EVP GC entry) . |
Employment Terms
Executive Severance Plan (EVP-level coverage; Thompson as EVP is eligible subject to conditions):
| Scenario | Cash Severance | Health Benefits | Equity Acceleration |
|---|---|---|---|
| Non-Change-in-Control Covered Termination (without Cause or for Good Reason) | 1.0× (base salary + target annual bonus), paid over 12 months . | COBRA premium differential for 12 months . | Standard award agreements apply (unvested equity generally forfeited absent special conditions) . |
| Change-in-Control (Double-Trigger: covered termination within 18 months post-CoC) | 1.5× (base salary + target annual bonus), lump sum within 60 days . | COBRA premium differential for 18 months . | RSUs fully accelerate upon termination without Cause following CoC; PSUs vest at target under specified termination conditions (death/disability; without Cause/for Good Reason post-CoC) . |
| Clawbacks/Restrictions | Clawback policies and stock ownership guidelines overseen by Compensation Committee; restrictive covenants include confidentiality, non-disparagement, and non-solicit; 280G “better-of” approach (cutback vs best-net), no tax gross-ups . |
Employment & Contract Provisions (additional)
- Non-compete: Not stated for EVP-level plan; Sheedy’s separate CEO agreement included non-compete, but that is not indicative of EVP terms .
- Securities Trading Policy: Prohibits speculative trading in options/warrants/puts/calls and codifies insider trading compliance processes .
Performance & Track Record (Company context during Thompson’s tenure)
| Metric | FY2024 Value |
|---|---|
| Net Sales ($) | $4.37B; +10.1% YoY . |
| Comparable Store Sales (%) | +2.7% . |
| Adjusted EBITDA ($) | $236.8M; 5.4% of Net Sales . |
| Adjusted EBITDA YoY | −6.3% vs prior year, reflecting ERP implementation and execution challenges . |
| Net Income ($) | $39.5M; Diluted EPS $0.40 . |
Governance/leadership changes:
- Interim CEO appointment (Oct 2024) and new CEO (Feb 2025) amid restructuring to improve execution and financial results .
Investment Implications
- Alignment: EVP ownership requirement (3× salary), mandatory net-share holding, and strict anti-hedging/pledging policies enhance long-term alignment; equity mix emphasizes PSUs tied to revenue and adjusted EPS growth and RSU time-based retention .
- Retention/Severance Risk: Double-trigger CoC severance at 1.5× salary+bonus with RSU/PSU acceleration reduces forced retention but avoids single-trigger windfalls; presence of restrictive covenants and clawbacks mitigates risk-taking incentives .
- Pay-for-Performance Signals: FY2024 AIP at 18.3% of target and the FY2022 PSU outcome (100% overall with asymmetric leg results) show discipline—payouts compress when EBITDA growth underperforms even if revenue targets are exceeded .
- Execution Risk Context: ERP-related margin pressure and −6.3% adjusted EBITDA YoY in FY2024 highlight operational risk; legal/compliance stability under Thompson is important as leadership transitions play out; Board characterized stock performance as unacceptable, signaling heightened performance scrutiny across executive ranks .