H. Patrick Hatcher
Performance Food GroupAbout H. Patrick Hatcher
Executive Vice President and Chief Financial Officer at Performance Food Group; age 55. Promoted in August 2022 and fully transitioned into the CFO role in January 2023; prior roles include President & COO of Vistar, plus senior finance and sales leadership roles at Vistar and earlier finance roles at MillerCoors/Coors Brewing. Education: BA in International Relations (Bucknell University) and MBA (Washington University’s Olin School of Business) . Company performance during his CFO tenure: cumulative TSR value of a $100 investment rose from $216.07 (FY 2023) to $313.74 (FY 2025); Net Income was $340.2M in FY 2025; Adjusted EBITDA was $1,766.9M (the most important pay-for-performance measure cited) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vistar (PFG segment) | President & Chief Operating Officer | Jan 2021 – Jan 2023 | Led operations; prior roles included SVP Sales & Marketing and CFO; joined Vistar in 2010 |
| MillerCoors | Director of Integration | Not disclosed | Responsible for driving sales and profitability |
| Coors Brewing Company | Director of Sales & Marketing Finance | Not disclosed | Finance leadership in sales/marketing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Automatic Merchandising Association (NAMA) | Treasurer and Vice Chair, Board of Directors; NAMA Foundation member | Not disclosed | Recently served; industry leadership roles |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 486,898 | 630,769 | 676,250 |
| Stock Awards ($) | 1,600,080 | 1,600,054 | 1,600,028 |
| Non-Equity Incentive ($) | 625,443 | 754,515 | 819,336 |
| All Other Compensation ($) | 34,797 | 77,092 | 68,014 |
| Total Compensation ($) | 2,747,218 | 3,062,430 | 3,163,628 |
- Base salary increased to $682,500 for FY 2025 (5% YoY from $650,000 in FY 2024) .
2025 Perquisites Detail (subset of “All Other Compensation”)
- 401(k) matching: $12,103
- Auto allowance: $18,000
- Executive health programs: provided (amount not itemized)
- Spouse travel/meals incremental cost: $19,737, including tax gross-up of $8,053
- Gifts: $9,592, including tax gross-up of $2,978
- Life insurance premium: $582
Deferred Compensation
| Name | Executive Contributions ($) | PFG Contributions ($) | Aggregate Earnings ($) | Withdrawals/Distributions ($) | Aggregate Balance at 6/28/2025 ($) |
|---|---|---|---|---|---|
| H. Patrick Hatcher | 7,225 | — | 7,039 | — | 59,120 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2025
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Net Sales Growth | 40% | Pre-set Company target | 137.9% of target payout | Annual cash |
| Adjusted EBITDA Growth | 40% | Pre-set Company target | 97.9% of target payout | Annual cash |
| Strategic Initiatives (safety and Foodservice-to-Convenience) | 20% | Pre-set initiatives | 128.75% of target (200% on safety; 57.5% on Foodservice-to-Convenience) | Annual cash |
| Total AIP Payout | 100% | — | 120.0% of target | — |
AIP mechanics for Hatcher (CFO): Full-year base $682,500; Target bonus 100% of base; AIP target opportunity $682,500; final payout 120% = $819,336 .
Long-Term Incentive (LTI) – FY 2025 Grants
| Component | Weight | Grant Date | Target (#) | Max (#) | Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| Performance Shares | 60% | 8/15/2024 | 10,227 | 20,454 | 960,008 | Relative TSR vs Russell 1000; Threshold 40th pct=50%, Target 60th=100%, Max 80th=200%; 3-year period ending FY 2026 |
| Restricted Stock | 40% | 8/15/2024 | 8,753 | — | 640,019 | Time-based RS vests in 3 equal annual installments; one-time promotion grant (8/25/2022) vests in total at end of 3-year period |
Realized performance from 2022 Performance Grants (cycle ended FY 2025): Relative TSR payout at 171.60% of target; Hatcher earned 24,206 shares .
Equity Ownership & Alignment
- Stock ownership guidelines: CFOs are Covered Executives (Tier Two) with retention requirement to hold 50% of shares until guideline met; all NEOs met the applicable ownership levels as of September 30, 2025 (and Hatcher as of September 30, 2024) .
- Hedging and pledging: Prohibited for directors and executive officers (robust trading policy; pre-clear required) .
Outstanding Equity Awards (as of June 28, 2025)
| Grant Date | Type | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| 8/25/2022 | Performance Shares (unearned) | 16,642 | 1,455,676 |
| 8/25/2022 | Restricted Stock (time-based) | 2,844 | 248,765 |
| 8/25/2022 | Performance Shares (unearned) | 7,564 | 661,623 |
| 8/25/2022 | Restricted Stock (time-based) | 3,877 | 339,121 |
| 8/22/2023 | Performance Shares (unearned) | 25,628 | 2,241,681 |
| 8/22/2023 | Restricted Stock (time-based) | 6,997 | 612,028 |
| 8/15/2024 | Performance Shares (unearned) | 20,454 | 1,789,111 |
| 8/15/2024 | Restricted Stock (time-based) | 8,753 | 765,625 |
Notes:
- RS vesting: generally 3 equal annual installments; 8/25/2022 promotion grant vests at end of 3-year period .
- PS vesting: 3-year Relative TSR; payout mechanics detailed above .
Employment Terms
Severance Plan and Change-in-Control (CIC) Economics
- Tier 2 participant (Hatcher): Non-CIC severance = 1.5x salary + earned but unpaid bonus; CIC severance within 90 days before or 24 months after CIC = 2.0x salary + 2.0x target bonus + earned but unpaid bonus; monthly COBRA supplements; conditioned on release and 1-year non-compete/non-solicit/confidentiality; double-trigger equity vesting acceleration upon qualifying termination following CIC; no excise tax gross-ups .
Potential Payments (as of FY 2025 year-end)
| Scenario | Cash Severance ($) | COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Eligible Termination (non-CIC) | 1,843,086 | 17,020 | — | 1,860,106 |
| Change in Control | 3,549,336 | 17,020 | 6,556,839 | 10,123,195 |
| Retirement | — | — | 3,766,633 | 3,766,633 |
| Death | — | — | 5,214,786 | 5,214,786 |
| Disability | — | — | 5,485,856 | 5,485,856 |
Clawback, Trading, and Other Policies
- Clawback policy applies to cash incentives and equity upon restatement or error in calculation, regardless of fraud/misconduct .
- Securities Trading Policy: pre-clearance required; hedging and pledging prohibited .
- Equity treatment on CIC/qualifying termination: conversion/acceleration mechanics for options, RS, and PS; death/disability/retirement proration rules specified .
Performance & Track Record
| Measure | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Company TSR (Value of $100 investment) | $216.07 | $237.12 | $313.74 |
| Net Income ($MM) | 397.2 | 435.9 | 340.2 |
| Adjusted EBITDA ($MM) | 1,363.4 | 1,506.1 | 1,766.9 |
Business highlights FY 2025: Net sales increased 8.6% to $63.3B; gross profit increased 12.8% to $7.4B; case volume +8.5% (organic +2.1%); diluted EPS decreased 21.9% to $2.18; adjusted diluted EPS increased 4.2% to $4.48 .
Compensation Structure Analysis
- Pay mix: Other NEOs’ compensation emphasizes “at-risk” pay; PFG targets median peer levels and uses independent consultant; strong Say-on-Pay support (~99% approval in 2024) .
- Shift to PSUs/RS: LTI grants use 60% performance shares (Relative TSR) and 40% restricted stock; performance shares subject to market conditions under ASC 718 .
- AIP metrics tied to Net Sales, Adjusted EBITDA, and strategic initiatives with capped maximums; total AIP payout at 120% due to outperformance on sales and safety metrics .
Say-On-Pay & Shareholder Feedback
- FY 2024 Say-on-Pay approval ~99%; Compensation Committee retained structure for FY 2025 .
Equity Ownership & Guidelines Compliance
- Executive ownership guidelines apply; CFO Tier Two with 50% retention until met; all NEOs met ownership level as of Sept 30, 2025 (and Hatcher by Sept 30, 2024) .
Investment Implications
- Alignment: Strong linkage of Hatcher’s variable comp to company-wide Net Sales, Adjusted EBITDA, and multi-year Relative TSR enhances pay-for-performance alignment; prohibition on hedging/pledging reduces misalignment risk .
- Retention/CIC economics: Non-CIC severance at 1.5x salary supports retention; CIC multiples (2x salary + 2x target bonus) and double-trigger vesting could create selling pressure around deal scenarios due to sizable equity acceleration ($6.56M modeled) .
- Execution signals: FY 2025 AIP payout at 120% driven by sales and safety overperformance, while EBITDA slightly under target (97.9%)—suggests top-line strength with margin management focus; 2022 PSUs paid at 171.6% reflecting strong TSR vs Russell 1000 .
- Governance quality: High Say-on-Pay approval, independent consultant, clawbacks, and strict trading policies point to robust governance and lower compensation risk .