Craig Hoskins
Performance Food GroupAbout Craig Hoskins
Craig H. Hoskins (age 64) serves as Executive Vice President & Chief Development Officer (since January 2025), after roles as President & COO (Jan 2022–Jan 2025) and President & CEO of PFG’s Foodservice segment (from 2019). He joined PFG via the 2008 Vistar merger and previously led PFG Customized Distribution and held senior roles across sales, merchandising, purchasing, and operations. Hoskins holds a BS in Business Administration (University of Northern Colorado) and an MS in Marketing (University of Colorado Denver), and is a past chair and long-time board member of the International Foodservice Distribution Association (IFDA) . PFG’s fiscal 2025 performance backdrop under his senior leadership included net sales +8.6% to $63.3B and Adjusted EBITDA +17.3% to $1.77B ; company TSR translated a $100 investment to $313.74 over 2021–2025 and PSUs issued in 2022 paid out at 171.6% based on relative TSR vs the Russell 1000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Performance Food Group (PFG) | EVP & Chief Development Officer | Jan 2025–present | Corporate development; integration of José Santiago and Cheney Brothers; enterprise growth initiatives . |
| PFG | President & Chief Operating Officer | Jan 2022–Jan 2025 | Led enterprise field operations; drove case volume growth and segment execution . |
| PFG Foodservice segment | President & CEO | 2019–2022 | Grew independent restaurant channel; margin transformation in Foodservice . |
| PFG Customized Distribution | President & CEO; earlier SVP; President & COO (briefly) | 2012 onward | Scaled national accounts distribution; operational optimization . |
| Vistar Corporation (merged with PFG 2008) | Senior roles in sales/marketing, merchandising, purchasing, operations | Pre-2008–2008 | Built multi-channel capabilities; step-up in scale post-merger . |
| Lange Sales; NW Transport | Earlier career | Prior to Vistar | Commercial and logistics foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Foodservice Distribution Association (IFDA) | Past Chair; long-time board member | Not disclosed | Industry advocacy; standards and best-practices (governance and policy influence) . |
Fixed Compensation
| Item | FY 2025 | FY 2024 | FY 2023 |
|---|---|---|---|
| Base Salary ($) | 702,260 | 665,385 | 605,750 |
| Year-over-Year Base Change (%) | +5.0% (to $708,750 rate effective Aug 15, 2024) | +9.8% | — |
| Target Bonus (% of Salary) | 135% | Not disclosed (AIP structure retained) | Not disclosed |
| Actual AIP Paid ($) | 1,148,647 | 979,419 | 784,861 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2025
| Metric | Weighting | Target Definition | Actual Performance | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Net Sales Growth | 40% | Company pre-set target (Cheney Bros excluded) | 137.9% | Above target | Cash, paid on FY results |
| Adjusted EBITDA Growth | 40% | Company pre-set target | 97.9% | Slightly below target | Cash |
| Strategic Initiatives (Safety, Foodservice→Convenience) | 20% | Pre-set goals; safety improved; cross-segment case growth | 128.75% (Safety 200%; FS→CV 57.5%) | Above target | Cash |
| Total AIP Payout | — | — | 120.0% | 120.0% | Cash |
Long-Term Equity Incentive Awards – FY 2025 Grant (Granted Aug 15, 2024)
| Component | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | Aug 15, 2024 | 17,578 | 1,650,047 | Vests upon committee certification after 3-year period (6/30/2024–7/3/2027), subject to service | Relative TSR vs Russell 1000; Threshold 30th pct=25%, Target 60th pct=100%, Max 80th pct=200%; cap at 100% if cumulative TSR negative |
| Restricted Stock (RS) | Aug 15, 2024 | 15,044 | 1,100,017 | Time-based; 1/3 annually on grant anniversaries, subject to service | None (time-based) |
| Total FY25 Grant | Aug 15, 2024 | — | 2,750,064 | — | — |
Multi-Year PSU Payout Reference (2012 Cycle ended FY 2025)
| PSU Cycle | Measurement Windows | Relative TSR Percentile | Weighted Payout | Shares Earned (Hoskins) |
|---|---|---|---|---|
| 2022–2025 | 1-yr to 7/1/2023; 2-yr to 6/29/2024; 3-yr to 6/28/2025 | 69.06%; 71.07%; 78.57% | 171.60% | 41,603 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 198,407 shares (less than 1% outstanding) as of Sept 30, 2025 . Shares outstanding: 156,811,025 . |
| Included in Beneficial Ownership | Restricted stock 60,681; options RSU/DSU not applicable for Hoskins; see footnote and equity award tables . |
| Outstanding Unvested RS | 7,109 (2022 grant); 12,025 (2023 grant); 15,044 (2024 grant) with market values as disclosed . |
| Outstanding PSUs (unearned) | 44,048 (2023 cycle), 35,156 (2024 cycle) at reporting assumptions; 2022 cycle reflected at 171.6% . |
| Options | None disclosed outstanding for Hoskins (no option rows under his line) . |
| Stock Ownership Guidelines | Executives subject to holding requirements; CEO/Tier One 100% retention until met; CFO/EVP Tier Two 50% retention; all NEOs met ownership as of Sept 30, 2025 . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
| Insider Trading Policy | Pre-clearance and robust restrictions; no hedging; trading windows . |
Insider Transactions & Selling Pressure
- Form 4 filing disclosed that a sale on Dec 2, 2024 was effected under a Rule 10b5-1 plan established Aug 21, 2024 .
- Aggregate over past 18 months: 4 insider transactions by Hoskins with net sale of 74,390 shares (tracker) .
- Example reported prices around $83.69–$84.49 in late 2024 transactions ; media noted a ~$1.7M sale in Dec 2024 .
- 2025 Form 4 filings reference ongoing ownership and transactions .
Employment Terms
| Provision | Key Terms |
|---|---|
| Retirement & Consulting | Letter Agreement dated Aug 19, 2025: retirement effective Jan 5, 2026; consulting through Dec 31, 2026 . |
| Consulting Compensation | $300,000 paid monthly during 2026; additional $50,000 at conclusion subject to release . Company-paid health plan participation during consulting; two years of executive physicals post-retirement . |
| FY 2026 Compensation Eligibility | Eligible for 100% of FY 2026 annual bonus at actual performance; one-time FY26 restricted stock grant with $500,000 grant value (12-month vesting); existing equity continues vesting during consulting, with retirement vesting at consulting end per plan . |
| Severance Plan Participation | Tier 2 participant (with Hatcher, McPherson, King): Non-CIC termination = 1.5x salary; CIC window (90 days before to 24 months after) = +0.5x salary + 2.0x target bonus; COBRA supplements; conditioned on release and 1-year non-compete/non-solicit/confidentiality . |
| Non-Compete & Non-Solicit | Non-compete across U.S. states and Puerto Rico for 18 months after consulting; broad non-solicit of employees/customers and deal non-interference provisions . |
| Clawback | Company-wide clawback aligned to NYSE/SEC rules, recoup incentive/equity for restatements or calculation errors, regardless of misconduct . |
| Pledging/Hedging | Prohibited for directors and executive officers . |
Potential Payments – Hoskins (as of June 27, 2025)
| Scenario | Cash Severance ($) | Health Continuation ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Eligible Termination (non-CIC) | 2,211,772 | 11,116 | — | 2,222,888 |
| Change in Control (CIC + qualifying termination) | 4,479,772 | 11,116 | 10,880,831 | 15,371,718 |
| Retirement | — | — | 6,473,859 | 6,473,859 |
| Death | — | — | 8,574,159 | 8,574,159 |
| Disability | — | — | 9,428,829 | 9,428,829 |
Compensation Structure Analysis
Multi-Year Compensation (Summary Compensation Table)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 605,750 | 665,385 | 702,260 |
| Stock Awards ($) | 2,750,049 | 2,750,054 | 2,750,064 |
| Non-Equity Incentive (AIP) ($) | 784,861 | 979,419 | 1,148,647 |
| All Other Compensation ($) | 54,174 | 82,281 | 89,128 |
| Total ($) | 4,194,834 | 4,477,139 | 4,690,099 |
Observations:
- Mix skews toward equity (stock awards ~$2.75M annually), with rising AIP aligned to net sales, Adjusted EBITDA, and strategic metrics .
- PSUs entirely tied to multi-period relative TSR with above-target historical outcomes (171.6% payout for 2022 cycle) .
- No CIC excise tax gross-ups; double-trigger equity vesting; strong clawback policy .
Perquisites and tax gross-ups:
- Limited perqs include auto allowance and executive health; small tax gross-ups on spouse travel/meals (Hoskins $14,692 in 2025) ; Company states “No excise tax gross-ups upon CIC” .
Performance & Track Record
- FY 2025 results: Net sales $63.3B (+8.6%), Adjusted EBITDA $1.77B (+17.3%), Gross profit $7.4B (+12.8%); net income $340.2M (decline driven by higher D&A and interest) .
- Relative TSR: PSU measurement delivered weighted average 171.6% payout (above target) for 2022–2025 cycle, evidencing strong shareholder returns vs Russell 1000 .
- Company TSR vs peer index: Value of $100 investment rose to $313.74 (company) vs $138.91 (S&P MidCap 400 Food, Beverage & Tobacco Index) over 2021–2025 .
- Strategic initiatives and M&A: Integration of José Santiago (Puerto Rico) and Cheney Brothers (Southeast) to expand footprint and scale .
Board Governance, Compensation Committee & Say-on-Pay
- Compensation Committee: Independent; chaired by Barbara Beck; uses Meridian Compensation Partners as independent consultant; targets aggregate total compensation at or near peer median .
- Peer group includes ADM, Bunge, Sysco, US Foods, United Natural Foods, CDW, TD SYNNEX, Dollar General, Dollar Tree, etc.; peer changes disclosed .
- Say-on-Pay: ~99% approval in 2024; historically 97%+ support over five years .
- Policies: Anti-hedging/pledging; robust insider trading policy; clawback aligned to NYSE/SEC standards .
Related Party Transactions
- Benjamin Hoskins (son) employed as VP, Sales (Vistar): FY 2025 total compensation ~$246,422 .
- Jake Hoskins (son) employed as Manager, National Accounts: FY 2025 total compensation ~$120,000 .
- Company states compensation commensurate with peers and aligned to standard practices .
Equity Compensation Plans & Overhang
- 2024 Omnibus Incentive Plan shares remaining available: 6,910,924; no further grants under 2015 or 2007 plans .
Employment & Transition Risk
- Retirement notification Aug 19, 2025; consulting through 2026 offsets transition risk, with continued vesting and retirement vesting eligibility at consulting end .
- Non-compete/non-solicit protections robust for 18 months post-consulting; confidentiality covenants with injunctive relief .
Investment Implications
- Pay-for-performance alignment looks strong: larger equity mix with PSUs tied to multi-year relative TSR that have paid above target; AIP blend of growth, profitability, and safety execution supports near-term cash alignment .
- Retirement and consulting arrangement reduces near-term execution risk, maintaining continuity on integration and development; retirement vesting mechanics are standard and double-trigger CIC provisions are shareholder-aligned (no single-trigger; no CIC tax gross-ups) .
- Insider selling under a 10b5-1 plan and cumulative net sales in 18 months suggests regular diversification rather than opportunistic selling; no pledging, hedging banned, and ownership guidelines met—all positives for alignment .
- Related-party employment of family members warrants monitoring but disclosures and stated peer alignment mitigate concerns .
- Overall, compensation structure, governance practices, and transition plan support stable investor confidence; continued monitoring of PSU outcomes vs Russell 1000 and any further Form 4 activity is advisable .