A. Brent King
Performance Food GroupAbout A. Brent King
A. Brent King, age 56, is Executive Vice President, General Counsel and Secretary of Performance Food Group (PFG), a role he has held since joining the company in March 2016. He previously served as Vice President, General Counsel and Secretary at Tredegar Corporation, Vice President and General Counsel at Hilb Rogal & Hobbs Company, and was a partner at Williams Mullen focused on corporate law, capital formation and M&A; he holds a B.A. in International Relations from the University of Virginia and a J.D. from the University of Richmond School of Law . Company performance drivers that underpin executive pay-for-performance in fiscal 2025 included net sales growth of 8.6% to $63.3B, gross profit up 12.8% to $7.4B, adjusted EBITDA of $1.8B (+17.3%), diluted EPS of $2.18, and a strong Relative TSR outcome that paid 171.60% of target on multi-year PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tredegar Corporation | Vice President, General Counsel & Secretary | Not disclosed | Legal leadership at a global manufacturer of plastic films and aluminum extrusions |
| Hilb Rogal & Hobbs Company | Vice President & General Counsel | Not disclosed | Governance and regulatory leadership at a public insurance broker (now part of Willis Towers Watson) |
| Williams Mullen (law firm) | Partner | Not disclosed | Led corporate law, securities regulation, and M&A advisory |
External Roles
- No current public-company directorships disclosed for King .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $606,602 | $646,927 | $712,962 |
| Bonus ($) | $0 | $0 | $0 discretionary bonus shown separately below |
| Non-Equity Incentive (AIP) ($) | $766,048 | $855,527 | $1,168,549 |
| All Other Compensation ($) | $20,014 | $37,695 | $72,927 |
| Total Compensation ($) | $2,392,745 | $2,740,257 | $4,004,526 |
Additional FY2025 fixed compensation specifics:
- Base salary rate: $567,000 effective Aug 15, 2024; increased to $750,000 effective Jan 1, 2025 for McPherson, with King’s base rate noted at $567,000 .
- Target bonus %: 100% of base salary for King under the AIP; FY2025 AIP payout for King was $680,679 (120% of target) .
- Discretionary cash bonus: $30,000 awarded May 16, 2025 for leadership on regulatory aspects of M&A .
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 Design and Results
| Metric | Weighting | Target | Actual vs Target | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|
| Net Sales | 40% | Pre-set FY2025 target | Exceeded; achieved 137.9% of target | 137.9% | Cash, paid after fiscal year |
| Adjusted EBITDA | 40% | Pre-set FY2025 target | Slightly below; achieved 97.9% of target | 97.9% | Cash, paid after fiscal year |
| Strategic Initiatives (Safety metrics, Foodservice into Convenience) | 20% | Pre-set goals | Weighted achievement 128.75% (Safety at 200%; Foodservice→Convenience at 57.5%) | 128.75% | Cash, paid after fiscal year |
| Total AIP Payout (weighted) | 100% | 100% | Achieved 120% overall | 120.0% | Cash |
AIP payout for King:
| Base Salary (FY2025) | Target Bonus % | AIP Target ($) | Payout % of Target | FY2025 AIP Paid ($) |
|---|---|---|---|---|
| $567,000 | 100% | $567,000 | 120.0% | $680,679 |
Long-Term Equity Incentive Grants (FY2025 awards)
| Component | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Performance Metric / Vesting |
|---|---|---|---|---|
| Performance Shares (PSUs) | Aug 15, 2024 | 7,671 | $720,077 | Relative TSR vs Russell 1000, 3-year nested periods; 50% payout at 40th percentile, 100% at 60th, 200% at 80th |
| Restricted Stock (time-based) | Aug 15, 2024 | 6,565 | $480,033 | Vests in three equal annual installments, subject to continued service |
Relative TSR performance (2022 grants cycle) used for PSU payouts:
- Weighted payout 171.60% of target based on one-, two-, and three-year nested measurement percentiles (69.06%, 71.07%, 78.57%) vs Russell 1000 .
Equity Ownership & Alignment
- Beneficial ownership: King beneficially owns 86,505 shares; less than 1% of common stock outstanding .
- Included in beneficial ownership: restricted stock 36,880 shares; plus any options and units vesting within 60 days are counted per footnote policy .
- Stock ownership guidelines: Executives are subject to mandatory ownership guidelines with retention requirements (CEO 100% of shares until met; Tier Two executives 50% of shares until met); as of Sept 30, 2025, each NEO met the applicable ownership level .
- Hedging/pledging: PFG prohibits hedging and pledging of company securities by directors and executive officers .
- Insider transactions (FY2025 realizations):
- Options exercised by King: 29,265 shares; value realized $1,700,027 .
- Stock awards vested for King: 28,168 shares; value realized $2,066,389 .
Outstanding Equity Awards (as of June 28, 2025)
| Type | Grant Date | Status | Quantity | Strike / Reference | Expiration / Valuation |
|---|---|---|---|---|---|
| Stock Options | Sep 21, 2017 | Exercisable | 7,865 | $28.80 | 9/21/2027 |
| Stock Options | Sep 10, 2018 | Exercisable | 12,669 | $32.50 | 9/10/2028 |
| Time-Based Restricted Stock (unvested) | Aug 25, 2022 | Unvested | 2,844 | Market value $248,765 | Vests over 3 years |
| Performance Shares (unearned) | Aug 25, 2022 | Unearned | 16,642 | Market value $1,455,676 | Relative TSR; achievement between target and max as of date |
| Time-Based Restricted Stock (unvested) | Aug 22, 2023 | Unvested | 4,811 | Market value $420,818 | Vests over 3 years |
| Performance Shares (unearned) | Aug 22, 2023 | Unearned | 17,620 | Market value $1,541,221 | Relative TSR; reported at maximum projection as of date |
| Time-Based Restricted Stock (unvested) | Aug 15, 2024 | Unvested | 6,565 | Market value $574,241 | Vests over 3 years |
| Performance Shares (unearned) | Aug 15, 2024 | Unearned | 15,342 | Market value $1,341,965 | Relative TSR |
Note: Market values based on closing price of $87.47 on June 27, 2025 .
Employment Terms
- Employment agreements: PFG does not typically enter formal employment agreements with executive officers (Holm has one); executives, including King, participate in the Executive Severance Plan .
- Severance plan tiering and non-compete:
- King (Tier 2): If terminated without cause or resigns for good reason, cash severance equals 1.5x salary, plus earned but unpaid bonus; COBRA supplements; must sign release and comply with one-year non-compete/non-solicit/confidentiality; breach forfeits benefits .
- Change in control (CIC) double-trigger: If terminated without cause or resigns for good reason within 90 days before to 24 months after a CIC, cash severance equals 2.0x salary + 2.0x target bonus, plus earned but unpaid bonus; equity acceleration terms apply (below) .
Potential Payments (as of June 27, 2025)
| Scenario | Cash Severance ($) | Health Continuation ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Eligible Termination | $1,531,179 | $17,020 | — | $1,548,199 |
| Change in Control | $2,948,679 | $17,020 | $4,456,422 | $7,422,120 |
| Retirement | — | — | $2,626,957 | $2,626,957 |
| Death | — | — | $3,533,701 | $3,533,701 |
| Disability | — | — | $3,883,581 | $3,883,581 |
- Equity treatment on CIC/termination:
- Immediately prior to a CIC, unvested options/time-based restricted stock become fully vested if not assumed by acquirer; if assumed and terminated within 18 months post-CIC, they vest in full (double-trigger) .
- PSUs convert to time-based restricted stock at target (or actual if determinable after 18 months into performance period) and vest on the third anniversary; vesting accelerates if not assumed or on qualifying termination within 18 months post-CIC .
- Death: unvested time-based restricted stock fully vests; PSUs vest at target; Disability: PSUs pay based on actual performance at end; Qualifying retirement: PSUs pay pro-rata at actual performance; time-based restricted stock continues to vest subject to grant timing rules .
- Clawback policy: Recoupment of incentive-based/equity compensation upon restatement or calculation errors, regardless of fraud or misconduct, aligned with NYSE standards effective Oct 2, 2023 .
- Hedging/pledging prohibited; robust insider trading pre-clearance required with General Counsel .
- No excise tax gross-ups upon CIC for executive officers .
- Deferred compensation: King did not participate in FY2025; program permits deferral of base salary/AIP up to specified limits with investment options and elective distribution timing .
Investment Implications
- Pay-for-performance alignment: King’s AIP is tied to Net Sales (40%), Adjusted EBITDA (40%) and strategic initiatives (20%), with FY2025 payout at 120% of target; LTI mix (60% PSUs, 40% time-based stock) emphasizes multi-year TSR performance and ownership retention .
- Retention and CIC protection: Double-trigger equity vesting and cash severance (2x salary + 2x target bonus on CIC) reduce departure risk and incentivize continuity through strategic events; non-compete/non-solicit (1 year) further mitigates transition risk .
- Insider selling pressure: FY2025 option exercises ($1.7M realized) and annual vesting of restricted stock/PSUs can create periodic supply; hedging/pledging prohibitions and ownership guidelines temper misalignment/leveraged selling risk .
- Governance signals: Strong say-on-pay support (≈99% in 2024), independent compensation committee, clawback policy, and anti-hedging/pledging policies indicate shareholder-friendly practices and reduce compensation-related red flags .
Overall, King’s package is structured to reward enterprise growth and TSR while maintaining strict governance (clawbacks, anti-hedge/pledge) and retention protections appropriate for a senior legal executive driving M&A/regulatory execution, evidenced by FY2025 discretionary bonus for regulatory leadership .