Laura Flanagan
Performance Food GroupAbout Laura Flanagan
Laura Flanagan, age 58, is an independent director of Performance Food Group Company (PFG) since 2021, serving on the Audit and Finance Committee and the Technology and Cybersecurity Committee. She is the former CEO of Ripple Foods and Foster Farms, with prior senior leadership at ConAgra Foods, PepsiCo, and General Mills; she holds a B.S. in Engineering from Case Western Reserve University and an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ripple Foods | Chief Executive Officer | Oct 2019 – Jan 2025 | Led plant-based food and beverage company; industry growth execution |
| Foster Farms | Chief Executive Officer | 2016 – 2019 | Led large poultry processor; foodservice growth; large private fleet operations |
| ConAgra Foods, Inc. | President, Snacks Division; President, Convenient Meals Division | 2011 – 2014; 2008 – 2011 | Oversight of large-scale manufacturing and distribution |
| PepsiCo Inc. | VP & CMO, Tropicana Shelf Stable Juices; various marketing leadership | 2005 – 2008; 2001 – 2005 | Brand and commercial leadership |
| General Mills, Inc. | Various marketing leadership roles | 1996 – 2000 | Consumer marketing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mission Produce, Inc. | Director | Since Jun 2025 | Current public company directorship |
| Topgolf Callaway Brands Corp. | Director | Nov 2018 – May 2025 | Oversight during global venue expansion |
| Core-Mark Holding Company, Inc. | Director; Chair of Nominating/Governance | Jun 2016 – Sep 2021 | Oversight of Core-Mark’s ~$2.5B acquisition by PFG; integration context |
Board Governance
- Committee assignments: Audit & Finance; Technology & Cybersecurity; not a chair .
- Independence: Board determined Ms. Flanagan is independent under NYSE rules and for Exchange Act Section 10A audit committee purposes .
- Attendance and engagement: Board held 6 meetings; committees met A&F (8), Compensation (4), NCG (4), Tech & Cyber (4); all incumbent directors attended ≥75% of aggregate Board and committee meetings; Audit & Finance committee logged 98% meeting attendance and Technology & Cybersecurity logged 100% .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; presided over by the Lead Independent Director .
- Stockholder rights and policies supporting governance quality: Majority voting in uncontested elections, proxy access, special meeting rights, anti-hedging and anti-pledging policies, and clawback policy .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash retainer | $105,000 | Standard non-employee director annual cash retainer |
| Committee chair fees | $0 | Not a chair; chair fees are $25k (Audit), $20k (Comp), $20k (NCG), $15k (Tech) |
| Meeting fees | $0 | Not disclosed; compensation structured as retainer and equity |
| Total cash earned (FY2025) | $105,000 | As reported in director compensation table |
Performance Compensation
| Grant Date | Award Type | Shares Granted/Outstanding | Grant-Date Fair Value | Vesting Terms | Change-in-Control Terms |
|---|---|---|---|---|---|
| Nov 19, 2024 | RSUs | 2,173 | $180,011 | RSUs vest in full on earlier of 1st anniversary or next annual meeting | Accelerated vesting on change in control |
- FY2025 equity compensation (stock awards) totaled $180,011; total FY2025 director compensation was $285,011 .
- Directors may elect to receive cash retainers in RSUs/DSUs or defer cash under the Deferred Compensation Plan; no Flanagan-specific deferral election disclosed for FY2025 .
Other Directorships & Interlocks
| Company | Relationship to PFG | Potential Interlock/Conflict Notes |
|---|---|---|
| Mission Produce, Inc. | External public company directorship | No related-party transaction disclosed with PFG; within PFG’s board service limits |
| Core-Mark Holding Company, Inc. | Prior director; Core-Mark acquired by PFG | Oversaw Core-Mark’s acquisition by PFG and integration; no related-party transaction disclosure naming Ms. Flanagan |
| Topgolf Callaway Brands Corp. | Prior external public company directorship | No PFG related-party transaction disclosure naming Ms. Flanagan |
Expertise & Qualifications
- Food and beverage industry leadership; strategic planning, marketing, M&A, margin transformation, operations, and logistics; deep customer/restaurant trend insight .
- Experience as CEO and senior executive across manufacturing and distribution operations in large-scale consumer businesses .
- Technical education and MBA; strengthens audit literacy and operational oversight on committees served .
- Governance experience from prior boards (Core-Mark, Topgolf Callaway, Mission Produce) relevant to PFG’s distribution and customer ecosystem .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 19,480 | As of Sept 30, 2025; less than 1% of shares outstanding |
| Ownership as % of outstanding | <1% | Reported as “*” (less than 1%) |
| RSUs/DSUs counted in ownership within 60 days | 2,173 | Included per footnote (shares issuable within 60 days) |
| Hedging policy | Prohibited | Company policy prohibits hedging by directors |
| Pledging policy | Prohibited | Company policy prohibits pledging by directors |
| Director stock ownership guideline | 5x annual cash retainer | 100% share retention until guideline met |
| Compliance status | Meets guideline (as of Sept 30, 2025) | All directors met except Ms. Brown (new appointee) |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2024-11-20 | 2024-11-19 | Award (A) | 2,173 | $0.00 | 19,480 | https://www.sec.gov/Archives/edgar/data/1618673/000095017024129394/0000950170-24-129394-index.htm |
Record reflects annual RSU award aligned with the director equity retainer program; ownership updated post-award .
Governance Assessment
- Independence and committee fit: Independent under NYSE and Exchange Act audit standards; seats on Audit & Finance and Technology & Cybersecurity align with prior operational and technology-led experience, supporting risk, financial control, and cybersecurity oversight .
- Attendance and engagement: Board/committee cadence is robust; all directors met ≥75% attendance; A&F logged 8 meetings (98% attendance) and Tech & Cyber logged 4 meetings (100%), indicating strong committee engagement culture .
- Ownership alignment: Holds shares and RSUs; director ownership guidelines at 5x retainer with 100% retention until met; policies prohibit hedging/pledging—favorable alignment signals; compliance met as of Sept 30, 2025 .
- Director pay structure: Mix of cash retainer ($105k) and equity ($180,011) with time-based vesting to promote alignment; no meeting fees disclosed; equity accelerates on change in control per standard director terms .
- Conflicts/related-party review: Proxy discloses related-person transactions (CEO’s brother; CDO’s sons), but none identify Ms. Flanagan; Board policy requires disinterested approval and recusals for related-person transactions .
- Shareholder context: Strong say-on-pay outcomes (≈99% in 2024; 97%+ trend) and governance features (majority voting, proxy access, clawback) bolster investor confidence in oversight environment where Ms. Flanagan participates .
RED FLAGS: None identified relating to Ms. Flanagan—no disclosed related-party transactions, hedging/pledging prohibited, and attendance thresholds met within an active committee meeting cadence .