George Holm - Chief Executive Officer | Performance Food Group (PFGC) Executive Profile & Compensation

About George Holm

George L. Holm is Chairman and CEO of Performance Food Group (PFG) and has served as a director since before the company’s 2015 IPO (director since 2015 in proxy header; has served on the Board since 2002 pre‑IPO). He became CEO in 2008 and Chairman in 2019; age 70; B.S. in Business Administration from Grand Canyon University . Under his leadership, PFG’s net sales grew from ~$15B at IPO (2015) to $63.3B in FY2025, and market cap from ~$2B to ~$14B, reflecting substantial scale and value creation . FY2025 results: net sales $63.3B (+8.6% YoY), Adjusted EBITDA $1.77B (+17.3% YoY), diluted EPS $2.18; Adjusted Diluted EPS $4.48 (+4.2% YoY) . TSR-linked PSUs for the 2022–2025 cycle paid out at 171.6% of target (weighted TSR ranks: 69.06%, 71.07%, 78.57%) and the company’s pay-versus-performance panel shows cumulative TSR value of $313.74 (base $100) by FY2025, evidencing strong shareholder return over recent years .

Past Roles

Organization	Role	Years	Strategic Impact
Performance Food Group	Chief Executive Officer	2008–present	Led expansion, IPO (2015), net sales to $63.3B FY2025; market cap to ~$14B .
Performance Food Group	Chairman of the Board	2019–present	Combined Chair/CEO leadership with independent Lead Director structure .
Vistar Corporation	Founder, President & CEO	2002–2008	Built to $3.5B revenue; merged with PFG in 2008 .
US Foods	Executive Vice President	2000–2001	Senior operating leadership in food distribution .
Sysco Corporation	Senior leadership roles	1982–2000	Large-scale distribution operations experience .

External Roles

Organization	Role	Years	Notes
—	—	—	No other public company directorships disclosed .

Fixed Compensation

Metric (USD)	FY2023	FY2024	FY2025
Base Salary	$1,167,308	$1,200,000	$1,200,000
Other (All Other Compensation)	$59,782	$73,469	$156,009 (incl. auto allowance, spouse travel benefits and related tax gross-up, life insurance)

Notes:

Base salary was unchanged in FY2025 at $1.2M .

Performance Compensation

Annual Incentive Plan (AIP) – FY2025 Design and Outcome

Component	Weight	Target	Actual	Payout vs Target	Notes
Net Sales Growth	40%	Company target	Exceeded	137.9%	Cheney excluded from AIP targets; definition provided in proxy .
Adjusted EBITDA Growth	40%	Company target	Slightly below	97.9%	As defined in proxy .
Strategic Initiatives (Safety, Cross-sell)	20%	Program goals	Above target	128.75%	Safety metrics at 200%; Foodservice-into-Convenience at 57.5% .
Total	100%	—	—	120.0%	Weighted average payout .

Executive	FY2025 Base for AIP	Target Bonus %	AIP Target ($)	AIP Payout %	Actual AIP Paid ($)
George L. Holm	$1,200,000	160%	$1,920,000	120.0%	$2,304,946

Long-Term Incentives (LTI) – FY2025 Grants and Vesting

Grant Type	Grant Date	Shares/Units	Grant Date Fair Value
Performance Shares (PSUs) – Relative TSR	8/21/2024	50,110	$4,800,037
Restricted Stock (RS)	8/21/2024	43,058	$3,200,071
Total	—	—	$8,000,107

PSU metric: Relative TSR vs Russell 1000; threshold 30th percentile = 25% payout, target 60th = 100%, max 80th = 200%; total capped at 100% if cumulative TSR is negative over the 3-year period .
PSU performance periods: 3 nested periods from 6/30/2024 to 7/3/2027; vest upon Compensation Committee certification at period end, subject to service .
RS vesting: One-third annually on each anniversary of grant, subject to service .

Recently Completed PSU Cycle (Granted 2022; Performance Ending FY2025)

TSR Measurement Period (ended)	Weight	Percentile Rank	Payout Multiplier
1-year (7/1/2023)	25%	69.06%	145.30%
2-year (6/29/2024)	25%	71.07%	155.37%
3-year (6/28/2025)	50%	78.57%	192.86%
Weighted Average	—	—	171.60%

Shares earned at 171.6% of target; Holm received 90,768 shares for the 2022 performance grant .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	2,713,777 shares (1.7% of outstanding)
Breakdown	Includes 419,880 shares via currently exercisable options; 216,292 restricted shares; 531,556 shares in family trusts (beneficiaries are his children; spouse as trustee) .
Options Outstanding (Exercisable)	2015 grant: 106,308 @ $19.00 expiring 9/30/2025; 2016 grant: 194,131 @ $26.57 expiring 8/9/2026; 2017 grant: 120,679 @ $28.80 expiring 9/21/2027; 2018 grant: 105,070 @ $32.50 expiring 9/10/2028 .
FY2025 Insider Exercises	212,613 options exercised; value realized $13,941,360 .
Ownership Guidelines (Executives)	CEO and senior executives subject to stock ownership guidelines with 100% retention until threshold met; as of 9/30/2025, each NEO met applicable ownership levels .
Hedging/Pledging	Company policy prohibits hedging and pledging by directors and executive officers .
Insider Trading	Robust pre-clearance and trading restrictions outlined in Securities Trading Policy .

Implications for selling pressure:

Near-term option expirations (through 2028) and RS vesting schedules can create periodic liquidity events; FY2025 exercises were significant for Holm .

Employment Terms

Provision	Key Terms
Employment Agreement	Initial 3-year term; auto-renews for successive 1-year terms; role as President & CEO; initial base salary set (subject to increases); target annual bonus initially 100% of salary; required to purchase $2M of PFG stock; access to broad-based benefits .
Restrictive Covenants	Non-disclosure and non-disparagement (indefinite for confidentiality); 1-year non-compete and non-solicit post-termination .
Severance Plan (Holm – Tier 1)	If terminated without Cause or resigns for Good Reason: 2.0x salary plus unpaid earned bonus; COBRA supplement .
CIC Severance (Double Trigger)	If terminated without Cause or resigns for Good Reason within 90 days before or 24 months after a CIC: additional 2.0x target bonus; health continuation; double-trigger equity treatment .
Equity Treatment on CIC	Options/RS: vest if not assumed; if assumed and terminated in 18 months post-CIC, vest; PSUs convert to time-based RS at target (or actual if measurable) with acceleration on non-assumption or qualifying termination .

Holm’s estimated FY2025 termination/CIC values (as of 6/27/2025):

Scenario	Cash Severance	Health Continuation	Equity Acceleration	Total
Eligible Termination (non‑CIC)	$4,704,946	$17,020	—	$4,721,966
Change in Control (with qualifying termination)	$8,544,946	$17,020	$26,928,427	$35,490,393
Retirement	—	—	$15,417,929	$15,417,929
Death	—	—	$21,631,069	$21,631,069
Disability	—	—	$23,540,276	$23,540,276

Clawback: Company may recoup incentive-based compensation upon accounting restatement or calculation error, regardless of fraud or misconduct (policy updated per NYSE standards effective Oct 2, 2023) . No excise tax gross-ups on CIC; no repricing of underwater options .

Board Governance (Holm as CEO/Chairman)

Board service: Director since IPO (2015) with pre-IPO service since 2002; Chairman since 2019; not independent; serves on no committees .
Combined CEO/Chair role: Board deems combination appropriate given Holm’s experience; mitigated by an independent Lead Director (Manuel A. Fernandez), fully independent committees, and executive sessions without management at each meeting .
Attendance: In FY2025, the Board met 6 times; all incumbent directors attended ≥75% of Board/committee meetings; all attended 2024 Annual Meeting .
Director independence: All directors other than the CEO are independent; committees fully independent .

Director compensation and ownership guidelines (context for dual role): Non-employee directors receive $105,000 cash retainer and ~$180,000 equity; additional retainers for chairs; directors must hold equity equal to 5x cash retainer with 100% retention until met; Lead Director receives an additional $100,000 equity retainer .

Compensation Structure Analysis

Pay mix: Significant at-risk pay via AIP and PSUs (PSUs 60% of LTI; RS 40%) aligning with shareholder value creation; no new stock options in FY2025 LTI .
AIP rigor: Multi-metric design (Net Sales, Adjusted EBITDA, safety and cross-sell) with capped payouts at 200% per metric; FY2025 paid at 120% overall .
TSR alignment: 2022–2025 PSU cycle paid at 171.6% based on strong relative TSR; 3-year TSR rank 78.57% percentile .
Governance: Independent consultant Meridian retained by Compensation Committee; benchmarks vs a defined peer set; no consultant conflicts; annual risk assessment found pay programs not reasonably likely to cause material adverse effects .
Say-on-Pay: ~99% approval in 2024; ~97%+ support over the past five years .

Peer group used for benchmarking (FY2025 examples): Sysco, US Foods, United Natural Foods, Compass Group PLC, CDW, Arrow Electronics, Bunge, ADM, Tyson, TD SYNNEX, Dollar General, Dollar Tree, Genuine Parts, Mondelez, WESCO, Albertsons, Kraft Heinz; with annual refreshes to reflect company scope .

Related Party Transactions and Red Flags

Related party: Everett Holm (brother) employed as VP, Regional Operations; retired Jan 4, 2025; FY2025 total compensation ~$228,570; stated as commensurate with peers .
Perquisites: Includes spouse travel and tax gross-ups (e.g., Holm $48,580 tax gross-up within spouse travel/meal incremental cost) and auto allowance; amounts disclosed in All Other Compensation .
Policies: Hedging and pledging prohibited; robust insider trading policy; double-trigger CIC; no option repricing; no CIC excise tax gross-ups .
Activism: September 23, 2025 cooperation agreement with Sachem Head; Scott D. Ferguson appointed to the Board and Audit & Finance Committee; standstill through 2026 cycle; public note of “evaluating potential paths forward with US Foods” (from press release) highlights potential strategic optionality .

Say-on-Pay & Shareholder Feedback

Item	Detail
2024 Say-on-Pay approval	~99% in favor
Historical support	~97%+ support over past 5 years
Frequency	Annual say-on-pay; next frequency vote expected at 2028 Annual Meeting
Engagement	Company engaged with holders representing >60% of outstanding shares in FY2025

Expertise & Qualifications

Industry: 40+ years in foodservice distribution; founder of Vistar; senior roles at Sysco and US Foods .
Education: B.S., Grand Canyon University .
Board skills: Leadership, finance, risk, human capital, governance .

Work History & Career Trajectory

Organization	Role	Tenure	Notes
PFG	CEO; Chairman	2008–present; 2019–present	Led scale-up; IPO; multi-segment platform .
Vistar	Founder/CEO	2002–2008	Built to $3.5B; sold to Blackstone (PFG integration) .
US Foods	EVP	2000–2001	Senior operating role .
Sysco	Senior leadership	1982–2000	National distribution operations experience .

Director Board Service Details (Dual-Role Implications)

Attribute	Detail
Board Service	Director since 2015 (served since 2002 pre‑IPO); Chairman since 2019 .
Committees	None (CEO/Chairman is not on committees) .
Independence	Not independent (CEO); all other directors are independent .
Lead Independent Director	Manuel A. Fernandez; presides over executive sessions; robust duties .
Executive Sessions	Held at each regularly scheduled Board and committee meeting .
Committee Independence	All standing committees fully independent .

Governance takeaway: Combined CEO/Chair model mitigated by independent Lead Director, fully independent committees, and regular executive sessions, addressing typical independence concerns around dual roles .

Investment Implications

Alignment and incentives: High at‑risk pay with TSR‑linked PSUs (60% of LTI), rigorous AIP metrics, and robust ownership/retention requirements align Holm with shareholder value creation; 2022–2025 PSU payout at 171.6% evidences sustained outperformance vs peers on TSR .
Potential selling pressure: Significant option exercises in FY2025 and a ladder of legacy options expiring annually through 2028, plus annual RS vesting, can create occasional supply; monitor Form 4s for timing around blackout windows .
Retention/transition risk: Auto-renewing contract, one-year non-compete, and sizable CIC/double-trigger protections reduce near-term retention risk; retirement/CIC equity acceleration magnitudes (>$15M retirement; >$35M total in CIC scenario as of FY2025) are material .
Governance watch items: Dual CEO/Chair mitigated by strong independence mechanisms; related-party employment (brother) appears modest; presence of spouse travel gross-ups in perquisites is a minor governance blemish; say-on-pay support remains very strong (~99%) .
Strategic optionality/trading signal: September 2025 cooperation agreement with Sachem Head (investor-appointed director on Audit & Finance Committee) and explicit acknowledgment of evaluating potential paths forward with US Foods point to active strategic review potential; monitor further disclosures for M&A outcomes or capital allocation shifts .