Steven K. Wilson
About Steven K. Wilson
Steven K. Wilson is EVP, Chief Purchasing Officer of Grocery Outlet Holding Corp., a role he has held since January 2023 after successive leadership positions in purchasing dating back to 2006 and service with the company since 1994, indicating deep domain expertise in opportunistic buying and revenue-driving merchandising within GO’s differentiated sourcing model . His pay is heavily at-risk, tied to annual adjusted EBITDA and comparable store sales (AIP) and to 3-year PSUs based on cumulative net sales and adjusted EPS growth, aligning incentives to both near-term execution and long-term value creation . In fiscal 2024, GO net sales rose 10.1% to $4.37B while adjusted EBITDA fell to $236.8M, and the AIP paid out at 18.3% of target amid ERP-related execution challenges; the SEC “Pay vs Performance” table shows Company TSR of 46.22 in 2024 alongside net income of $39.5M and adjusted EBITDA of $236.8M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grocery Outlet Holding Corp. | EVP, Chief Purchasing Officer | Jan 2023–present | Elevated target equity (250% of salary) due to importance of role in driving revenue and retention in a competitive talent market . |
| Grocery Outlet Holding Corp. | SVP, Chief Purchasing Officer | Sep 2020–Dec 2022 | Senior leadership of opportunistic buying to support growth and merchandising . |
| Grocery Outlet Holding Corp. | SVP, Purchasing | Feb 2018–Aug 2020 | Scaled purchasing operations; foundation for revenue growth . |
| Grocery Outlet Holding Corp. | VP, Purchasing | Jul 2006–Jan 2018 | Built purchasing capabilities central to GO’s model . |
| Grocery Outlet Holding Corp. | Various positions | 1994–2006 | Progressive responsibility within purchasing organization . |
External Roles
No external directorships or public board roles disclosed for Wilson .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 411,538 | 448,767 | 463,463 |
| Target Bonus (% of Salary) | — | 60% | 60% |
| Actual AIP Bonus ($) | 290,017 | 299,684 | 50,888 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $297.8M | $236.8M | 0% | Cash; paid Q1 following year |
| Comparable Store Sales Growth | 30% | 5.5% | 2.7% | 61% (achievement factor 49.3%, capped vs EBITDA rule) | Cash; paid Q1 following year |
| Overall Achievement Factor | — | — | — | 18.3% | — |
- Wilson’s target bonus was 60% of $463,500 (=$278,100), resulting in $50,888 earned at 18.3% overall .
PSUs – Structure and Outcomes
| PSU Cycle | Metrics & Weighting | Targets/Scales | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FY2022–FY2024 (determined Feb 28, 2025) | 3-year cumulative net sales (50%); 3-year cumulative adjusted EBITDA growth (50%) | Revenue min 10.8B/target 11.2B/max 11.5B; EBITDA growth min 25%/target 30%/max 35%; each pays 0–200% | Revenue 11.9B (200%); EBITDA growth 23.8% (0%) | Overall 100% of target shares | Single vest on determination date; Wilson earned 21,303 PSUs for FY2022 grant |
| FY2024 Grant (issued Feb 29, 2024) | 3-year cumulative net sales (50%); 3-year cumulative adjusted EPS growth (50%) | 0–200% payout scales; slope revised to reduce volatility | Tracking between threshold and target at FY2024 year-end (table shows target basis for reporting) | TBD | Vests at end of 3-year period upon Committee determination |
RSUs – Structure and Grants
- RSUs vest one-third annually over three years from vesting commencement (Mar 1 of the grant year) subject to service .
- FY2024 RSU grant to Wilson: 17,973 units, grant date fair value $463,524 (Feb 29, 2024) .
- FY2024 vesting value realized by Wilson from stock awards: $845,879 on 32,611 shares vested .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 205,564 shares; <1% of outstanding . |
| Executive Ownership Guidelines | EVP multiple: 3× base salary; 5-year compliance window; must hold 50% net shares until met . |
| Compliance Status | All continuing NEOs are compliant or within phase-in period (includes Wilson) . |
| Hedging/Pledging | Prohibited for directors/officers; trading policy includes blackout/pre-clearance and Rule 10b5-1 guidelines . |
| Clawbacks | Pre-Oct 2023 discretionary fraud/misconduct restatement clawback; Nasdaq/SEC-compliant mandatory recovery for restatements for 3 prior full years . |
| Options (Exercisable) | 56,120 options @ $22.00 expiring 6/19/2029; at FY2024 year-end close $15.47, these were out-of-the-money . |
| Option Exercises (2024) | 32,017 options exercised; $678,033 value realized . |
| Unvested RSUs (12/28/2024) | FY2022: 4,734; FY2023: 10,994; FY2024: 17,973; aggregate reported market value uses $15.47/share . |
| PSUs (12/28/2024) | FY2022 earned/unvested 21,303 (vested Feb 28, 2025); FY2023 unearned reported at maximum for tracking; FY2024 unearned at target . |
Employment Terms
- Role/tenure: EVP, Chief Purchasing Officer since Jan 2023; previously SVP/VP purchasing; with GO since 1994 .
- Executive Severance Plan:
- Non-CIC covered termination (without Cause/for Good Reason): 1.0× (base salary + target bonus) paid over 12 months; 12 months COBRA subsidy .
- CIC within 18 months and covered termination: 1.5× (base salary + target bonus) lump sum; 18 months COBRA subsidy .
- Equity acceleration:
- RSUs: full acceleration if terminated without Cause following CIC .
- PSUs: prorated at target for death/disability pre-CIC; outstanding prorated PSUs vest at target on CIC following a prior termination; full vest at target for covered terminations post-CIC .
- Estimated Potential Payments for Wilson (as of 12/28/2024):
- Non-CIC termination: Salary $463,500; Bonus $278,100; Health $35,836; Total $777,436 .
- CIC + covered termination: Salary $695,250; Bonus $417,150; Health $53,754; RSU acceleration $521,354; PSU acceleration $1,129,264; Total $2,816,772 .
- Restrictive covenants: confidentiality, non-disparagement, non-solicitation in severance plan; non-compete not disclosed for Wilson .
Investment Implications
- Pay-for-performance alignment: Wilson’s AIP and PSUs tie payouts to adjusted EBITDA/comparable sales (one-year) and 3-year revenue/EPS growth, with 0–200% payout ranges and reduced slope to limit volatility; 2024 AIP paid 18.3% amid execution issues, signaling incentive sensitivity to operational performance .
- Retention and equity mix: High target equity opportunity (250% of salary) underscores the strategic importance of purchasing and retention priority in a competitive market; mix favors PSUs over RSUs, driving long-term alignment .
- Potential selling pressure: 2024 realized value from options and RSU vesting ($678k and $846k, respectively) indicates ongoing liquidity events; continued annual RSU tranches and PSU vestings can create episodic supply, though hedging/pledging bans mitigate misalignment risks .
- Downside protection and CIC economics: Severance provides moderate cash protection (1.0× non-CIC; 1.5× CIC), with meaningful equity acceleration post-CIC, totaling ~$2.82M for Wilson under a CIC termination scenario—important for modeling change-in-control outcomes and potential management incentives during strategic events .
- Governance safeguards: Mandatory clawbacks, strict trading policy, and ownership guidelines (3× salary for EVP) support alignment and deter adverse behavior; no tax gross-ups, no single-trigger equity vesting, and capped incentive payouts reduce risk-taking concerns .