Jeffrey Overly
Performance Food GroupAbout Jeffrey M. Overly
Independent director at Performance Food Group Company (PFGC), age 67, serving since 2015 (with service pre-IPO beginning in 2013). Overly is an experienced operations and logistics executive with deep expertise in supply chain optimization, risk management, safety, and strategic planning; he holds a B.S. in Industrial Management (University of Cincinnati) and an MBA (Central Michigan University) . PFG measures director tenure from its 2015 IPO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Blackstone Group | Operating Partner | 2008–2018 | Led operational performance improvements across portfolio companies; emphasis on supply chain optimization and lean manufacturing . |
| Kohler Company | Vice President, Global Fixture Operations | 2005–2008 | Oversaw supply chain management and distribution through a complex network of regional DCs . |
| Pinnacle Foods Inc. | Board Member | 2009–2014 | Public company board service; governance and industry perspective in packaged foods . |
| Delphi Corporation | Operations and Engineering | 1999–2005 | Global operations roles . |
| General Motors Corporation | Operations and Engineering | 1980–1999 | Global operations roles . |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Sona Comstar (Sona BLW Precision Forgings Ltd.) | Board Chairperson | Since 2021 | Public listing on Bombay Stock Exchange and National Stock Exchange of India; governance and risk management expertise . |
| Pinnacle Foods Inc. | Director (prior) | 2009–2014 | Former U.S. public company directorship (acquired in 2018); packaged foods . |
Board Governance
- Committee assignments: Human Capital and Compensation (member) and Nominating and Corporate Governance (member) .
- Independence: Board determined Overly is independent under NYSE rules and for Compensation Committee purposes (Exchange Act Section 10C(a)(3)) .
- Attendance and engagement:
- Fiscal 2025 meetings: Board (6), Audit & Finance (8), Human Capital & Compensation (4), Nominating & Corporate Governance (4), Technology & Cybersecurity (4) .
- All incumbent directors then in office attended at least 75% of aggregate Board and committee meetings; all attended the 2024 Annual Meeting .
- Committee-level attendance reported: Audit & Finance 98%; Human Capital & Compensation 100%; Nominating & Corporate Governance 100%; Technology & Cybersecurity 100% .
- Lead Independent Director: Manuel A. Fernandez; executive sessions of independent directors at all regularly scheduled Board and committee meetings .
- Policies: Prohibitions on hedging and pledging by directors; clawback policy applies to incentive-based awards; annual compensation risk assessment; proxy access; special meeting rights; majority voting in uncontested elections .
Fixed Compensation
| Component | Policy Detail | FY2025 Overly — Amount ($) |
|---|---|---|
| Annual cash retainer | $105,000, payable quarterly | 107,717 |
| Committee chair fees | Audit Chair $25,000; Comp Chair $20,000; NCG Chair $20,000; Tech Chair $15,000 (if applicable) | 0 (not a chair) |
| Equity retainer | $180,000 RSUs vesting at next annual meeting or 1-year anniversary (accelerated on change-in-control), or DSUs settled at separation or change-in-control | 180,011 (grant-date fair value) |
| Lead Director equity | Additional $100,000 (if applicable) | N/A (not Lead Director) |
| Total FY2025 director comp | Fees + stock awards (grant-date FV) | 287,729 |
Notes:
- Directors may elect to receive cash retainers in RSUs/DSUs or defer cash under the Deferred Compensation Plan .
- As of June 28, 2025, Overly held 2,173 deferred stock units (DSUs) outstanding; the reported stock award value reflects grant-date fair value under FASB ASC 718 .
Performance Compensation
- Director equity awards are time-based RSUs/DSUs (not performance-conditioned); no director-specific performance metrics or options are disclosed for non-employee directors .
- Company-wide incentive metrics apply to executives, not directors; PFG’s director pay structure does not include performance share units or bonus metrics for directors .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| Sona Comstar | Chairperson | Current | No PFG-related party transactions involving Overly disclosed; different industry (auto components) . |
| Pinnacle Foods Inc. | Director | Prior (2009–2014) | Packaged foods; no current related-party exposure disclosed; tenure ended in 2014 . |
- Related party transactions: Proxy discloses certain family-member employments and services (Fidelity for 401(k)), but no transactions involving Overly are identified .
Expertise & Qualifications
- Operational excellence: Logistics, supply chain optimization, lean manufacturing, safety and risk management .
- Governance and risk: Chair experience and multi-company board service; experience with performance improvement at large industrials and consumer companies .
- Education: B.S. Industrial Management (University of Cincinnati); MBA (Central Michigan University) .
Equity Ownership
| Item | Detail |
|---|---|
| Outstanding DSUs (6/28/2025) | 2,173 units |
| Director ownership guidelines | 5x annual cash retainer; 100% share retention until met |
| Compliance status | As of Sept. 30, 2025, all directors met the guideline except Ms. Brown (new appointee); Overly meets guideline |
| Hedging/Pledging | Prohibited for directors and executive officers |
Governance Assessment
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Strengths:
- Independence and committee service on Compensation and Nominating & Governance support oversight of pay, succession, sustainability, and ethics programs .
- Strong attendance culture (committee attendance at or near 100%; all directors ≥75% and attended the annual meeting) .
- Robust governance policies (majority voting, proxy access, clawbacks, anti-hedging/pledging, stock ownership guidelines) aligned with investor expectations .
- Director compensation structure balanced between cash and time-based equity; Overly’s DSUs enhance alignment through deferred settlement .
-
Watch items:
- Activism context: Cooperation Agreement with Sachem Head and appointment of Scott Ferguson to the Board may influence governance dynamics and capital allocation priorities; not Overly-specific but relevant to Board effectiveness .
- Historical private equity ties: Overly’s prior Blackstone role and PFG’s legacy transactions warrant continued monitoring for perceived interlocks, though Board affirms independence and no related-party transactions are disclosed for him .
RED FLAGS: None disclosed specific to Overly (no related-party transactions, no hedging/pledging, meets ownership guidelines). Maintain oversight of activism-related Board changes and ensure continued independence of Compensation and NCG processes .