Pamela B. Burke
About Pamela B. Burke
Pamela B. Burke, 57, serves as EVP, Chief Stores Officer at Grocery Outlet Holding Corp. (GO) since January 2022, after prior roles as EVP, Chief Administrative Officer/General Counsel/Secretary (2019–2021), Interim General Counsel/Secretary (2022), and General Counsel/Secretary (2015–2018), and earlier senior legal/HR leadership at CRC Health Group and partnership at DLA Piper . Fiscal 2024 context: GO delivered net sales of $4.37B (+10.1% YoY), adjusted EBITDA of $236.8M (5.4% of net sales), and net income of $39.5M ($0.40 diluted EPS); comps grew 2.7% with 533 stores at year-end . Pay-versus-performance shows cumulative TSR value of $46.22 for GO vs $156.59 for the Nasdaq US Benchmark General Retailers Index in 2024, highlighting underperformance versus peers in the measurement framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Grocery Outlet Holding Corp. | EVP, Chief Stores Officer | Jan 2022–present | Leads store operations; execution amid ERP disruption and margin recovery efforts |
| Grocery Outlet Holding Corp. | EVP, Chief Administrative Officer; General Counsel & Secretary | Jan 2019–Dec 2021 | Enterprise admin leadership; governance and compliance modernization post-IPO |
| Grocery Outlet Holding Corp. | Interim General Counsel & Secretary | Jan–Jun 2022 | Transitional governance support during leadership changes |
| Grocery Outlet Holding Corp. | General Counsel & Secretary | Jun 2015–Dec 2018 | Built legal function; supported IPO-readiness and policies |
| CRC Health Group, Inc. | SVP, Legal, HR & Risk | Apr 2010–Feb 2015 | Led legal/HR/risk at behavioral health services provider |
| DLA Piper | Partner | Prior to 2010 | Complex legal advisory experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CRC Health Group, Inc. | SVP, Legal, HR & Risk | 2010–2015 | Integrated legal/risk/HR leadership in healthcare services |
| DLA Piper | Partner | Pre-2010 | Legal practice leadership; corporate advisory expertise |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $466,345 | $482,275 | $507,714 |
| Target Bonus % of Salary | 60% | 60% | 60% |
| Target Bonus ($) | $279,807 | $289,365 | $304,668 |
| Actual AIP Bonus ($) | $392,790 | $322,060 | $55,747 (18.3% of target) |
| All Other Compensation ($) | $59,472 | $37,840 | $1,340 |
| Total Compensation ($) | $1,848,639 | $1,809,387 | $1,580,385 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Metric | Weighting | Target | Actual | Payout contribution |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | Not disclosed | Not disclosed | Included in overall 18.3% factor |
| Comparable Store Sales Growth | 30% | Not disclosed | Not disclosed | Included in overall 18.3% factor |
| Overall Achievement Factor | — | — | 18.3% of target | $55,747 paid to Burke |
Notes: AIP payout scale revised to reduce volatility; metrics and weightings unchanged vs FY 2023 .
PSUs – Design and Metrics
| Grant Year | Weighting Mix (PSUs/RSUs) | PSU Metrics | Payout Range | Vesting |
|---|---|---|---|---|
| FY 2023 | 60% PSUs / 40% RSUs for NEOs | 3-year cumulative net sales (50%); 3-year cumulative adjusted EBITDA growth (50%) | 0–200% of target | PSUs vest in single tranche at end of 3-year period, contingent on service; proration/CoC terms apply |
| FY 2024 | 60% PSUs / 40% RSUs for NEOs | 3-year cumulative net sales (50%); 3-year cumulative adjusted EPS growth (50%) | 0–200% of target | Same vesting framework; adjusted EPS metric replaces adjusted EBITDA to reduce volatility |
Equity Grants to Burke (selected fiscal years)
| Grant Date | RSUs (#) | FY-end Value ($) | PSUs at Target (#) | FY-end Value ($) |
|---|---|---|---|---|
| 3/3/2022 | 4,275 | $66,134 | 19,235 | $297,565 |
| 3/2/2023 | 9,452 | $146,222 | 42,530 | $657,939 |
| 2/29/2024 | 15,752 | $243,683 | 23,627 | $365,510 |
Additional FY 2023 grant values and share counts (grant-date): RSUs $386,880 (14,177 shares) and PSUs $580,320 (21,265 target shares), priced at $26.44 on 3/2/2023 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 188,700 shares; <1% of shares outstanding |
| Unvested Equity (as of FY-end 2024) | RSUs: 15,752; PSUs (target): 23,627 |
| Stock Options Outstanding (selected tranches) | 7,015 @ $8.57 exp. 3/31/2027; 20,105 @ $11.64 exp. 12/26/2028; 34,105 @ $11.64 exp. 12/26/2028; 63,135 @ $22.00 exp. 6/19/2029 |
| Ownership Guidelines | EVP must hold 3x base salary; 50% net shares hold-until-compliant; 5-year compliance window; NEOs are compliant or within phase-in |
| Hedging/Pledging | Prohibited by Securities Trading Policy; quarterly blackouts and pre-clearance apply |
| Clawbacks | Nasdaq-compliant no-fault recovery for 3 prior fiscal years; pre-Oct 2023 misconduct-based policy also retained |
Vesting Framework:
- RSUs vest one-third annually over three years from vesting commencement, contingent on continued service .
- PSUs vest after three-year performance period; proration or acceleration applies per termination/CoC rules .
Employment Terms
| Provision | Non-Change-in-Control | Change-in-Control (within 18 months) |
|---|---|---|
| Severance Multiple | 1.0x salary + target bonus, paid over 12 months | 1.5x salary + target bonus, lump sum in 60 days |
| COBRA | 12 months premium differential | 18 months premium differential |
| Equity Acceleration | Unvested awards generally forfeit; PSUs prorate at target for death/disability; RSUs/PSUs accelerate upon qualifying termination following CoC per plan | |
| Triggers | Double-trigger; no single-trigger equity vesting upon CoC | |
| 280G Treatment | Cutback vs full after-tax optimization—whichever yields higher after-tax outcome | |
| Restrictive Covenants | Confidentiality, non-disparagement, non-solicitation | |
| Tax Gross-Ups | None on severance/CoC benefits |
Potential Payments to Burke (as of FY 2023 year-end scenario)
| Event | Salary ($) | Bonus ($) | Health ($) | RSU Accel ($) | PSU Accel ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause/Good Reason (non-CoC) | $483,600 | $290,160 | $38,633 | — | — | $821,393 |
| Qualifying Termination after CoC | $725,400 | $435,240 | $49,492 | $699,936 | $1,484,337 | $3,394,405 |
| Death/Disability prior to CoC | — | — | — | — | $929,275 | $929,275 |
| Death/Disability after CoC | — | — | — | — | $1,484,337 | $1,484,337 |
Investment Implications
- Pay-for-performance alignment: AIP paid at only 18.3% of target for FY 2024, reflecting EBITDA/comps miss—evidence of downside sensitivity in cash incentives . PSUs maintain 3-year, 0–200% payout ranges tied to net sales and adjusted EPS (from 2024), reinforcing long-term alignment .
- Selling pressure and vesting cadence: Meaningful unvested RSUs (15,752) and PSUs (23,627 target) plus multi-tranche options could create periodic liquidity events as RSUs vest annually and PSUs settle at performance-period end . Trading policy blackouts/pre-clearance and no pledging mitigate opportunistic selling timing risk .
- Retention and CoC economics: Severance at 1.0x (non-CoC) and 1.5x (CoC) salary+bonus with double-trigger equity acceleration offers market-standard protection without tax gross-ups, balancing retention with shareholder safeguards .
- Ownership alignment: Beneficial ownership of 188,700 shares, executive ownership guidelines at 3x salary, and clawback policies strengthen alignment and downside accountability; hedging/pledging banned .
- Performance context: 2024 operational growth (net sales +10.1%) alongside margin/EBITDA pressure and below-peer TSR highlight execution risk; management cited ERP impacts and is undergoing leadership transition to drive improvement .