Ramesh Chikkala
About Ramesh Chikkala
Executive Vice President and Chief Operations Officer at Grocery Outlet Holding Corp. (GO), appointed effective January 22, 2024; age 59 at appointment. He leads Supply Chain and Business Technology; education includes MS in Industrial & Systems Engineering (Ohio University), MBA (University of Mumbai), and BS in Electrical Engineering (Osmania University) . Tenure commenced January 22, 2024 ; the company disclosed his planned departure around June 6, 2025 with separation benefits per the Executive Severance Plan . FY2024 company performance: net sales +10.1% to $4.37B; comparable store sales +2.7%; adjusted EBITDA down 6.3% to $236.8M (5.4% of sales) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A.T. Kearney, Inc. | Senior Advisor, Operations/Supply Chain/Technology | Aug 2019–Jan 2024 | Advised operations, supply chain and technology practices |
| Walmart Inc. | SVP, Global Supply Chain (Omnichannel) & Food Manufacturing | Apr 2013–Jul 2019 | Led global supply chain and food manufacturing; large-scale transformation |
| Walmart Inc. | SVP, Information Technology | Jan 2009–Mar 2013 | Led global technology organization |
| Walmart Inc. | VP, Information Technology | Jul 2006–Dec 2008 | IT leadership, infrastructure and systems |
| Family Dollar Stores, Inc. | VP/Regional VP, Store Operations | 2001–2006 | Store operations leadership |
| Gap, Inc. | Operations/Supply Chain roles | 1997–2001 | Store operations and supply chain roles |
| Food Lion, LLC | Operations/Supply Chain roles | 1995–1996 | Early operations/supply chain roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hibbett, Inc. (NASDAQ: HIBB) | Board Director; Audit Committee Member | Since May 2022 | Public company board service |
| Vorto | Advisory Board Member | Since Apr 2023 | AI-enabled autonomous supply chain platform |
| UNC Charlotte – Belk School of Business | Adjunct Faculty | Aug 2019–Dec 2023 | Taught core operations management course |
Fixed Compensation
| Component | FY2024 Value | Notes |
|---|---|---|
| Base Salary | $500,000 | Pro rata from Jan 22, 2024 |
| Target Bonus % | 60% | Of base salary |
| Target Bonus Amount | $300,000 | Derived from base × target % |
| Actual Bonus Paid | $51,582 | Overall achievement factor 18.3% applied |
| Target Equity Opportunity | $1,000,000 | 200% of salary; excludes new hire RSU |
| New Hire RSU Grant Value | $250,000 | One-time inducement |
| Perquisites | Up to $6,000/month housing | Reimbursement |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weighting | Target | Actual | Payout Mechanism | Result |
|---|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed (two-metric program) | Not disclosed | Not disclosed | Overall achievement factor applied | 18.3% factor → $51,582 cash in Q1 FY2025 |
| Comparable Store Sales | Not disclosed (two-metric program) | Not disclosed | Not disclosed | Independent metric within AIP | See overall factor above |
Notes:
- AIP bonuses are paid in cash in the first quarter following fiscal year-end, subject to continued employment through payment date .
- AIP uses two independent metrics: adjusted EBITDA and comparable store sales .
Long-Term Equity – FY2024 Grants and Structure
| Award Type | Grant Date | Shares (Target) | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs | 2/29/2024 | 23,265 | $600,004 | Cliff vest at 3 years, based on performance | 3-year cumulative net sales and adjusted EPS (two independent metrics) |
| RSUs (Annual) | 2/29/2024 | 15,510 | $400,003 | Time-based; one-third annually over 3 years | N/A (time-based) |
| RSUs (New Hire) | 2/29/2024 | 9,694 | $250,008 | Time-based; standard RSU vesting | N/A (time-based) |
Additional structure:
- FY2024 equity mix for non-CEO NEOs: 60% PSUs / 40% RSUs .
- PSU payout range: 0–200%; FY2024 PSU metrics updated to use adjusted EPS instead of adjusted EBITDA (50% net sales, 50% adjusted EPS referenced in prior framework) .
Equity Ownership & Alignment
| Item | Detail | As of | Source |
|---|---|---|---|
| Shares Owned (Direct) | 22,698 | 2025-03-04 (post-transaction) | Form 4 aggregator; transaction list shows CHIKKALA RAMESH 2,506 shares sold at $11.34, leaving 22,698 direct |
| Shares Outstanding | 98,103,295 | 2025-08-07 | Form 144 filed by R. Chikkala |
| Ownership % | ~0.023% | Computed (22,698 ÷ 98,103,295) | Inputs above |
| Unvested RSUs (Annual) | 15,510 (MV $239,940) | 12/28/2024 | Outstanding Equity Awards table |
| Unvested RSUs (New Hire) | 9,694 (MV $149,966) | 12/28/2024 | Outstanding Equity Awards table |
| Unearned PSUs (Target) | 23,265 (Payout value $359,910 at target) | 12/28/2024 | Outstanding Equity Awards table |
| Options | None disclosed for R. Chikkala | 12/28/2024 | Outstanding Equity Awards table |
| Stock Ownership Guidelines | EVP must hold ≥3× base salary in shares; 5-year compliance window; hold 50% net shares until met | Policy in effect | Proxy; guidelines and compliance/phase-in noted |
| Hedging/Pledging | Prohibited for directors/officers under Securities Trading Policy | Policy in effect | Proxy; anti-hedging/pledging, Rule 10b5-1 guidelines |
Insider activity:
- 2025-03-04: Sold 2,506 shares at $11.34; article notes sale was to satisfy tax withholding on RSU vesting; post-transaction direct holdings 22,698 .
- 2025-08-07: Form 144 filed to sell 5,895 shares, acquired via RSU vesting on 03/01/2025; filer noted status as “Former Officer” .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title | EVP, Chief Operations Officer (newly created role) | |
| Start Date | January 22, 2024 | |
| Base Salary | $500,000 (prorated from start) | |
| Target Bonus | 60% of base salary | |
| Target Equity | 200% of base salary ($1,000,000) | |
| New Hire Equity | RSUs $250,000 | |
| Severance Plan | Participant in Executive Severance Plan | |
| Non-CIC Severance | 1.0× (base + target bonus) paid over 12 months; 12 months health benefit differential (COBRA) | |
| CIC Severance | 1.5× (base + target bonus) lump sum within 60 days; 18 months health benefit differential | |
| Restrictive Covenants | Confidentiality, non-disparagement, non-solicitation | |
| 280G Treatment | Best-net cut/keep (reduce to avoid excise or pay full and remit excise, whichever yields greater after-tax benefit) | |
| Equity Acceleration (CIC) | RSUs fully accelerate on termination without Cause after CIC; PSUs vest at target in specified CIC termination scenarios or prorate under death/disability pre-CIC | |
| Departure | Agreed departure “on or around” June 6, 2025; separation benefits per Executive Severance Plan |
Clawback and governance practices:
- Stand-alone clawback policy; no tax gross-ups on severance/CIC; no single-trigger vesting of equity upon CIC; no repricing without shareholder approval .
Performance Compensation – Metric Design
| Incentive | Metric | Weighting | Period | Payout Range |
|---|---|---|---|---|
| AIP (Annual) | Adjusted EBITDA; Comparable Store Sales | Not disclosed for FY2024; historically two-metric program | FY2024 | 0–200% (overall factor was 18.3% in FY2024) |
| PSUs (Long-term) | 3-year cumulative Net Sales (50%); 3-year cumulative Adjusted EPS (50%) | 50%/50% | FY2024–FY2026 | 0–200% (single vest at ~3 years) |
Performance & Track Record
- GO’s FY2024 results: net sales +10.1% to $4.37B; comps +2.7%; adjusted EBITDA down 6.3% to $236.8M; net income $39.5M (diluted EPS $0.40) .
- Company commentary cited his role in stabilizing and building leadership teams, driving systems improvements, and strengthening supply chain during executive transitions in 2025 .
Insider Transactions (Selling Pressure)
| Date | Type | Shares | Price | Value | Post-Holdings | Notes |
|---|---|---|---|---|---|---|
| 2025-03-04 | Sale | 2,506 | $11.34 | $28,418 | 22,698 | Article indicates withholding sale for RSU vesting tax; Form 4 aggregator lists transaction |
| 2025-08-07 | Form 144 (proposed sale) | 5,895 | N/A | $108,762.75 (aggregate market value per filing) | N/A | Shares acquired via RSU vesting; filer listed as Former Officer |
Compensation Structure Analysis
- High equity-at-risk mix: PSUs 60% / RSUs 40% for NEOs, reinforcing performance linkage; shift in PSU metric from adjusted EBITDA to adjusted EPS increases focus on profitability per share over multi-year horizon .
- AIP outcome sharply reduced in FY2024 (overall factor 18.3%) reflecting weaker adjusted EBITDA vs targets; pay outcomes show sensitivity to annual performance .
- Governance features mitigate pay-risk inflation: no tax gross-ups; clawbacks; no single-trigger equity vesting; anti-hedging/pledging; 10b5-1 controls .
Equity Ownership & Alignment – Policies
- Ownership guidelines for EVP: 3× base salary; five-year phase-in; required 50% net share hold until compliant; NEOs are in compliance or within phase-in .
- Securities Trading Policy prohibits hedging and pledging; implements preclearance, blackout windows, and 10b5-1 plan safeguards .
Employment Terms – Change-of-Control Economics
- Severance multiples: 1.0× (base+target bonus) non-CIC over 12 months; 1.5× CIC lump sum within 60 days, plus 12/18 months health coverage respectively .
- Equity acceleration terms: RSUs fully accelerate upon termination without Cause after CIC; PSUs vest at target in defined CIC termination scenarios; prorations for death/disability pre-CIC .
Investment Implications
- Alignment: Significant performance-based equity (PSUs) with net sales and adjusted EPS metrics suggests strong linkage to profitable growth and multi-year execution; RSU time-based component supports retention .
- Retention risk: Disclosed departure around June 6, 2025; separation under Executive Severance Plan reduces near-term retention leverage and may lead to leadership transition in operations/supply chain .
- Selling pressure: March 2025 sale of 2,506 shares (likely tax-related per article) and August 2025 Form 144 (5,895 shares) indicate near-term supply, though absolute ownership is small (~0.023% of shares outstanding) .
- Change-in-control economics: 1.5× CIC multiple with equity acceleration provisions is standard-market; absence of tax gross-ups and presence of clawbacks are governance positives that reduce shareholder risk .
- Execution risk: FY2024 AIP payout at 18.3% highlights sensitivity to adjusted EBITDA performance; PSU shift to adjusted EPS may increase emphasis on margin discipline and capital allocation over the cycle .