Kimberly Grant

About Kimberly S. Grant

Independent director of Performance Food Group Company since 2017; age 54. Chair of the Nominating & Corporate Governance (NCG) Committee and member of the Human Capital & Compensation (HCCC) Committee. Currently CEO of Nando’s Restaurant Group, USA (since April 2025). Holds a B.S. in Hotel & Restaurant Management (Thomas Edison State University) and an M.S. in Banking & Financial Services Management (Boston University). The Board has determined Ms. Grant is independent under NYSE and SEC rules, including for compensation committee service .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Human Capital & Compensation .
• Independence: Board determined all nominees other than the CEO are independent; Ms. Grant is also independent for Exchange Act §10C(a)(3) (compensation committee) .
• Attendance and engagement: FY2025 Board held 6 meetings; all incumbent directors attended ≥75% of aggregate Board and committee meetings; NCG and HCCC each held 4 meetings with 100% committee meeting attendance (committee-level disclosure) .
• Governance oversight: NCG oversees Board composition, annual self-evaluations, governance documents, and compliance including sustainability; receives quarterly sustainability progress reports at Board level .
• Executive sessions: Independent directors meet in private sessions at each regularly scheduled Board meeting and committee meetings .
• Shareholder rights and safeguards: Majority voting for uncontested elections, proxy access, right to call special meetings, anti-hedging/anti-pledging policies, clawback policy .

Fixed Compensation (Director)

• Standard non-employee director compensation: $105,000 annual cash retainer; committee chair fees (NCG Chair $20,000) paid quarterly; equity retainer of $180,000 in RSUs or DSUs vesting on the earlier of 1-year from grant or next annual meeting; additional $100,000 equity for Lead Director (not applicable to Grant). Directors may elect to defer cash retainers into DSUs .
• 2025 equity units: Non-employee directors received 2,173 units (example counts listed); Ms. Grant had 2,173 RSUs outstanding as of FY2025 year-end .

Performance Compensation

• Directors do not receive performance-based bonuses; equity grants are time-vested RSUs/DSUs (no performance metrics). Vesting accelerates upon change-in-control per plan terms .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in restaurant and hospitality; recognized as a restaurant industry expert. Brings customer insight, operations, finance, strategic planning, risk management, corporate governance, and capital allocation experience relevant to PFG’s end-markets .
• Led large-scale global food & beverage operations (Four Seasons) and scaled omni-channel brands (ThinkFoodGroup), strengthening Board oversight of customer trends and growth strategy .

Equity Ownership

• Source: Beneficial ownership table as of Sept 30, 2025; includes shares issuable within 60 days and vested DSUs as noted .
• Director ownership guidelines: 5x annual cash retainer; 100% retention of shares until in compliance. As of Sept 30, 2025, all directors met the guideline except Ms. Brown (appointed FY2024), indicating Ms. Grant is in compliance .
• Alignment safeguards: Company prohibits hedging and pledging by directors and executive officers .

Fixed vs. Equity Mix and Trend

• Commentary: Year-over-year increase in cash reflects committee chair responsibilities; equity grant value remains consistent with policy. Mix remains predominantly equity, aligning with shareholder interests .

Related-Party Transactions and Conflicts

• Company’s related-person policy requires disinterested Board/committee approval and recusals. FY2025 related-party disclosures included certain executive family employments and 401(k) services; no transactions involving Ms. Grant were disclosed .
• Board limits on outside public boards and anti-hedging/anti-pledging policies reduce overboarding and alignment risks .

Governance Assessment

• Strengths for investor confidence:

  • Independent director with deep end-customer domain expertise (restaurants), enhancing Board oversight of PFG’s foodservice strategy .
  • Chair of NCG overseeing board composition, annual evaluations, governance documents, and sustainability oversight; NCG reported 100% committee meeting attendance in FY2025, indicating robust process discipline .
  • Meets director ownership guideline; compensation primarily equity via time-vested RSUs; subject to anti-hedging/anti-pledging and company clawback policy, supporting alignment and risk control .
  • No disclosed related-party transactions or public company interlocks; reduces conflict risk .

• Watch items:

  • Concurrent operating role as CEO of a large restaurant chain could create a customer-adjacent relationship space; no related-party transactions disclosed, but continued monitoring appropriate under the company’s related-person policy .
  • Activism context: 2025 Cooperation Agreement added a Sachem Head principal to the Board; not specific to Ms. Grant, but signals heightened governance dynamics and oversight expectations for NCG .

• Overall: Ms. Grant’s committee leadership, independence status, domain expertise, and ownership alignment support Board effectiveness with low apparent conflict risk. Committee and Board attendance metrics and governance safeguards (clawback, anti-hedging/pledging, ownership rules) further underpin investor confidence .