Barbara Beck
Performance Food GroupAbout Barbara J. Beck
Barbara J. Beck (age 65) has served on Performance Food Group’s Board since 2019. She is an independent director who chairs the Human Capital & Compensation Committee and serves on the Nominating & Corporate Governance Committee. Beck holds a B.S. from the University of Colorado and brings CEO-level operating experience, global workforce management expertise, and human capital leadership from prior roles at Learning Care Group and Manpower. Her prior public company board service includes Ecolab Inc. (February 2008–May 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Learning Care Group, Inc. | Chief Executive Officer | 2011–2019 | Led >900 schools and ~21,000 employees across the U.S., Hong Kong, and Indonesia, scaling large, regulated operations |
| Manpower Inc. | President, EMEA | 2006–2011 | Expanded revenue from ~$5B to ~$9B; oversaw Europe (ex-France), Middle East, Africa, Russia |
| Manpower Inc. | EVP, U.S. & Canada | 2002–2005 | Senior operating leadership in North America |
| Sprint Corporation | Various operating and leadership roles | 1987–2002 | Built information technology and operating expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Securities LLC | Executive Advisor | 2019–present | Private equity operating advisor |
| Ecolab Inc. | Director (Public Co.) | 2008–2024 | Served through major M&A (Nalco merger ~$8.3B; Purolite ~$3.7B) |
Board Governance
- Independence: The Board determined Beck is independent under NYSE rules, including for Compensation Committee service (Exchange Act §10C(a)(3)). Fully independent committees and executive sessions at each regular Board and committee meeting, presided over by the Lead Independent Director.
- Committee assignments: Chair, Human Capital & Compensation (HCCC); Member, Nominating & Corporate Governance (NCG).
- Committee responsibilities: HCCC oversees CEO goals and pay, executive and director compensation, incentive/equity plans, severance agreements, and issues its annual report; NCG oversees nominations, board size/composition, annual board/committee evaluations, governance documents, and code compliance.
- Committee engagement: In FY2025, HCCC held 4 meetings with 100% attendance; NCG held 4 meetings with 100% attendance.
- Board activity and attendance: In FY2025, the Board held 6 meetings; all incumbent directors attended at least 75% of Board and committee meetings; all incumbent directors attended the 2024 Annual Meeting.
| Board and Committee Activity (FY2025) | Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 6 | All incumbent directors ≥75% of aggregate meetings; all attended 2024 Annual Meeting |
| Human Capital & Compensation (HCCC) | 4 | 100% committee attendance |
| Nominating & Corporate Governance (NCG) | 4 | 100% committee attendance |
| 2025 Annual Meeting – Director Vote for Barbara J. Beck | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Result | 141,092,157 | 1,542,847 | 73,846 | 2,619,466 |
Fixed Compensation
| Non-Employee Director Compensation (Barbara J. Beck) | FY2024 | FY2025 |
|---|---|---|
| Cash fees ($) | 119,565 | 62,500 |
| Stock awards ($) | 180,058 | 305,017 |
| Total ($) | 299,624 | 367,517 |
| Note | FY2024: standard cash/equity mix | FY2025: Beck elected to receive calendar 2025 cash retainer in deferred stock units (DSUs) |
| Director Pay Program Parameters (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Payable quarterly; may be received in RSUs/DSUs in lieu of cash |
| Chair fee – Audit & Finance | $25,000 | Additional cash retainer |
| Chair fee – Compensation | $20,000 | Additional cash retainer (Beck as HCCC Chair) |
| Chair fee – Nominating & Corporate Governance | $20,000 | Additional cash retainer |
| Chair fee – Technology & Cybersecurity | $15,000 | Additional cash retainer |
| Annual equity retainer | $180,000 | RSUs vest at earlier of 1-year or next annual meeting; or DSUs settle at separation or change in control; CoC acceleration |
| Lead Director additional equity | $100,000 | Same terms as equity retainer |
Performance Compensation
| Equity Detail (Director) | Grant Date | Units Outstanding (6/28/2025) | Grant-Date Fair Value | Vesting/Settlement Terms |
|---|---|---|---|---|
| Annual director RSUs/DSUs (aggregate outstanding for Beck) | Nov 19, 2024 | 3,682 DSUs | Included in “Stock awards” value | RSUs vest at earlier of 1-year or next annual meeting; DSUs settle at separation from service or change in control; accelerated vesting on CoC |
| Election to receive cash retainer in DSUs | Calendar 2025 | Included in above | Included in above | Election permitted under plan; granted on same date/terms as annual equity |
Directors do not receive performance-based equity (e.g., PSUs); equity is time-based RSUs or DSUs aligned with tenure and service.
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| Ecolab Inc. (Public) | Director | Feb 2008–May 2024 | No Compensation Committee interlocks involving PFGC’s HCCC members in FY2025; none of HCCC members were PFGC officers |
Expertise & Qualifications
- Strategic management and scaling operations, including CEO experience at Learning Care Group overseeing >900 schools and ~21,000 employees across multiple geographies.
- Global workforce and operational efficiency expertise; expanded Manpower EMEA revenue from ~$5B to ~$9B while leading a complex multi-country region.
- Human capital management and organizational growth experience; technology and operations understanding from Sprint roles.
- Public company board experience during significant strategic M&A at Ecolab (Nalco ~$8.3B; Purolite ~$3.7B).
Equity Ownership
| Ownership Detail (as of Sept 30, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 19,230 | Includes components below |
| Percent of shares outstanding | <1% | Marked “*” (less than 1%) in proxy table |
| Vested deferred stock units (DSUs) | 15,548 | Included in beneficial ownership |
| RSUs/DSUs vesting within 60 days | 3,682 | Included in beneficial ownership |
| Director stock ownership guideline | 5x annual cash retainer | Directors must retain 100% of shares until met |
| Compliance with guideline | Met | As of Sept 30, 2025, all directors met except Ms. Brown |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging/monetization and pledging by directors |
Related-Party Exposure and Conflicts
- Related-party transactions: The proxy discloses certain related-person transactions, none involving Ms. Beck. The Company’s policy requires approval by disinterested directors and recusal when relevant.
- External affiliations: Beck is an Executive Advisor to American Securities LLC; no PFGC related-person transactions are disclosed with American Securities or its affiliates.
Say-on-Pay & Shareholder Feedback
| 2025 Advisory Vote on NEO Compensation | Votes For | Votes Against | Abstentions | Outcome |
|---|---|---|---|---|
| Result | 140,233,233 | 2,190,151 | 285,466 | Approved (non-binding) |
- The Compensation Committee (chaired by Beck) utilizes an independent compensation advisor (Meridian) and benchmarks against a defined peer group covering executive and non-employee director compensation; the 2025 peer set includes Sysco, US Foods, UNFI, CDW, ADM, Bunge, TD SYNNEX, among others. Meridian concluded the programs are not reasonably likely to pose material risk.
Governance Assessment
- Strengths for investor confidence:
- Independent director with relevant operating experience chairing HCCC; committee maintained 100% attendance and oversees CEO/executive pay, equity plans, and severance—key levers for alignment.
- Strong ownership alignment: election to receive 2025 cash retainer in DSUs; compliance with robust director ownership guideline (5x cash retainer); anti-hedging/pledging policy.
- No related-party transactions disclosed for Beck; no Compensation Committee interlocks; committees composed entirely of independent directors.
- Shareholder support: comfortably re-elected at 2025 Annual Meeting; Say-on-Pay approved.
- Watchpoints:
- As HCCC Chair, continued scrutiny on pay-for-performance rigor is expected; the committee employs Meridian and a market-anchored peer framework—ongoing transparency remains important.
- External PE advisory role (American Securities) merits routine monitoring for potential conflicts; no such transactions disclosed.