David Singer
Performance Food GroupAbout David V. Singer
Independent director of Performance Food Group Company since 2019; age 70. Former CEO of Snyder’s‑Lance and President/CEO of Lance, with prior CFO/EVP experience at Coca‑Cola Bottling Co. Consolidated; holds B.S. and MBA from Penn State . The Board has determined he is independent (including audit committee independence) and he qualifies as an “audit committee financial expert” . Current PFG committee assignments: Audit & Finance; Technology & Cybersecurity (not a chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snyder’s‑Lance, Inc. | Chief Executive Officer | 2010–2013 | Led transformative merger creating second‑largest salty snack company; revenues/profits approximately tripled during tenure . |
| Lance, Inc. | President & CEO | 2005–2010 | Drove turnaround across supply chain, sales, marketing, distribution; instilled data‑driven culture . |
| Coca‑Cola Bottling Co. Consolidated | EVP; CFO; VP Treasurer | 1986–2005 | Long‑tenured finance leadership; capital markets, risk management . |
| BNY Mellon NA | Vice President, Banker | 1979–1986 | Corporate banking experience . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Brunswick Corporation | Director (current) | Since 2013 | Current public company board . |
| SPX Flow, Inc. | Director | 2013–2022 | Prior public company board . |
| Flowers Foods, Inc. | Director | 2010–2020 | Prior public company board . |
| Hanesbrands, Inc. | Director | 2014–2020 | Prior public company board . |
| Snyder’s‑Lance, Inc. | Director | 2003–2014 | Prior public company board . |
Board Governance
- Committee assignments: Audit & Finance; Technology & Cybersecurity; not a chair . Audit committee financial expert designation (with M. Flanigan) .
- Independence: Board determined Singer is independent and audit‑committee independent under NYSE/Exchange Act rules .
- Attendance and engagement: In FY2025 the Board met 6 times; Audit & Finance met 8 times (committee‑wide 98% attendance) and Tech & Cyber met 4 times (committee‑wide 100% attendance). All incumbent directors then in office attended at least 75% of aggregate board/committee meetings .
- Executive sessions and structure: Independent directors hold executive sessions at each regularly scheduled Board meeting; Lead Independent Director (M. Fernandez) presides . CEO/Chair roles combined, with Lead Independent Director duties detailed and active .
- Risk oversight: Audit oversees ERM and related‑party reviews; Technology & Cyber oversees cybersecurity and AI‑related risks .
- Activism context: September 23, 2025 Cooperation Agreement with Sachem Head added Scott D. Ferguson to the Board and includes standstill and voting provisions through the standstill termination date .
Fixed Compensation (Director)
| Component | Singer FY2025 Amount | Terms |
|---|---|---|
| Annual cash retainer | $105,000 | Payable quarterly . |
| Committee chair fees | $0 | Only chairs receive: Audit $25k; HCC $20k; NCG $20k; Tech & Cyber $15k . |
| Equity retainer (RSUs/DSUs) | $180,011 grant date fair value | Vests on earlier of 1 year from grant or next annual meeting; accelerated on change in control . |
| Total FY2025 Director Comp | $285,011 |
- Deferrals: Directors may defer cash retainers and/or elect RSUs/DSUs in lieu of cash; some directors elected deferrals in FY2025 (Beck, Brown). No specific deferral election disclosed for Singer .
Performance Compensation
- PFG does not grant performance‑based pay to non‑employee directors; director equity is time‑based with potential change‑in‑control acceleration .
- Board oversight context (company AIP metrics for executives in FY2025) – relevant to governance and pay‑for‑performance oversight: | Metric | Weight | FY2025 Result vs Target | Payout % of Target | |---|---|---:|---:| | Net Sales | 40% | Exceeded target | 137.9% | | Adjusted EBITDA | 40% | Slightly below target | 97.9% | | Strategic Initiatives (safety: AMM, RCR; cross‑sell Foodservice→Convenience) | 20% | Mixed (safety at 200%, cross‑sell at 57.5%) | 128.75% | | Total AIP payout | 100% | | 120.0% |
- Long‑term performance shares for executives: tied to Relative TSR vs Russell 1000; Threshold=30th pct (25%), Target=60th (100%), Max=80th (200%); cap at 100% if negative 3‑yr TSR .
Other Directorships & Interlocks
- Current public company board: Brunswick Corporation (since 2013) .
- Network interlock: Singer (Flowers Foods 2010–2020) and current PFG Lead Independent Director Manuel A. Fernandez (Flowers Foods 2005–2015) overlapped 2010–2015 at Flowers’ board .
- No related‑party transactions disclosed involving Singer; FY2025 related‑person disclosures were limited to Fidelity plan services and two executive family members’ employment; Audit & Finance Committee reviews/approves related‑person transactions per policy .
Expertise & Qualifications
- Financial and audit expertise: Former CFO; designated audit committee financial expert .
- Consumer/CPG and distribution leadership: Led Snyder’s‑Lance merger and scale‑up; deep supply chain, sales, marketing, DSD network experience .
- M&A and value creation: Executed strategic transactions and turnarounds; corporate finance and risk management background .
- Technology/cyber oversight: Member, Technology & Cybersecurity Committee .
- Education: B.S., MBA – Pennsylvania State University .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,358 shares; <1% of outstanding . |
| RSUs/DSUs outstanding (6/28/25) | 2,173 restricted stock units . |
| Stock ownership guidelines (directors) | 5x annual cash retainer; 100% retention until achieved . |
| Compliance status (as of 9/30/25) | All directors met ownership guidelines except Ms. Brown; implies Singer in compliance . |
| Hedging/pledging | Prohibited for directors; robust insider‑trading pre‑clearance . |
| Director equity vesting/CIC | Annual RSUs/DSUs vest on earlier of 1 year or next AGM; accelerated on change in control . |
Governance Assessment
- Positives
- Independent director with audit committee financial expert designation; assignments align with financial controls, ERM and cyber oversight .
- Strong CPG/distribution CEO/CFO track record; relevant to PFG’s customer, margin and M&A dynamics .
- Ownership alignment: in compliance with 5x retainer guideline; hedging/pledging prohibited .
- Board/committee attendance standards met; committees show high attendance; executive sessions at every regular meeting .
- Compensation governance: clawback policy updated to NYSE rules; annual say‑on‑pay support historically very strong (≈99% FY2024; 97%+ over 5 years) .
- Watch items
- Combined CEO/Chair structure mitigated by active Lead Independent Director; continue to monitor independence balance .
- Activist settlement (Sachem Head) introduces additional oversight dynamics; monitor Board cohesion and strategic focus .
- Prior external board overlap with current PFG Lead Independent Director (Flowers Foods 2010–2015) is a network interlock; no related‑party issues disclosed, but worth noting for independence optics .
Notes on compensation peer group and consultant (context for oversight):
- Peer group used for executive/board compensation benchmarking includes Sysco, US Foods, UNFI, ADM, Bunge, Mondelez, Dollar General/Tree, CDW, WESCO, etc.; Meridian Compensation Partners serves as independent consultant to the Compensation Committee .