Manuel Fernandez
Performance Food GroupAbout Manuel A. Fernandez
Lead Independent Director of Performance Food Group Company (PFGC), age 79, serving on the Board since 2017. Former Chairman and CEO of Gartner, Inc., with an engineering background (B.S. Electrical Engineering; M.S. University of Florida). Currently Managing Director at SI Ventures; brings deep technology, governance, M&A, and distribution experience to board oversight. Committee service: Human Capital & Compensation, Nominating & Corporate Governance, and Technology & Cybersecurity; designated Lead Independent Director with robust duties per Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SI Ventures | Managing Director | Since 1998 | Focused on IT and communications; guides investments in growth tech |
| Gartner, Inc. | Chairman; CEO | Chairman 1991–2001; CEO 1991–2000 | Grew revenue from $40M to nearly $1B; took company public in 1993 |
| Dataquest, Inc. | Chairman & CEO | 1984–1991 | Led technology research/advisory firm |
| Gavilan Computer Corporation | Founder, Chairman & CEO | 1982–1984 | Developed one of the first portable computers |
| Zilog Incorporated | Chairman & CEO | 1979–1982 | Semiconductor leadership, operations/technology expertise |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Leggett & Platt, Inc. | Director | May 2014 – May 2025 |
| Brunswick Corporation | Director | 1997 – Oct 2020 |
| Time, Inc. | Director | 2014 – 2018 |
| TIBCO Software Inc. | Director | 2014 |
| Flowers Foods, Inc. | Director | 2005 – 2015 |
| Sysco Corporation | Director | 2006 – 2013 |
| Stanley Black & Decker Inc. | Director | 1999 – 2012 |
Board Governance
- Lead Independent Director: Presides over executive sessions; approves agendas; liaison between independent directors and Chair/CEO; ex-officio on committees; available to major shareholders .
- Independence: Board determined Fernandez is independent under NYSE rules; independent for Compensation Committee service (Exchange Act Section 10C) .
- Committee memberships and attendance:
- Human Capital & Compensation: Member; 4 meetings; 100% attendance .
- Nominating & Corporate Governance: Member; 4 meetings; 100% attendance .
- Technology & Cybersecurity: Member; 4 meetings; 100% attendance .
- Board meetings: Board held 6 meetings in fiscal 2025; all incumbent directors then in office attended at least 75% of aggregate meetings; all attended the 2024 annual meeting .
- Policies: Director stock ownership guideline = 5× annual cash retainer; hedging and pledging prohibited; annual executive and director self-evaluations; proxy access; majority voting for directors .
Fixed Compensation
| Component | Amount / Terms | Fiscal 2025 |
|---|---|---|
| Annual cash retainer | $105,000 | $105,000 |
| Committee chair fees | Not applicable (not a chair) | $0 |
| Equity retainer (director) | $180,000 in RSUs or DSUs; RSUs vest at earlier of 1-year anniversary or next annual meeting; DSUs settle at separation or change-in-control | $180,000 structure; Fernandez stock awards totaled $280,082 (includes Lead Director equity) |
| Lead Independent Director equity retainer | Additional $100,000 on same vesting/settlement terms | Included in $280,082 total stock awards |
| Total Director Compensation (FY25) | Fees + Stock Awards | $385,082 (Cash $105,000; Stock $280,082) |
Performance Compensation
| Equity Award Type | Grant Date | Vesting / Measurement | Amounts / Notes |
|---|---|---|---|
| Annual RSUs/DSUs (non-employee directors) | Nov 19, 2024 | RSUs vest at earlier of 1-year or next annual meeting; DSUs settle at separation or change-in-control | Fernandez stock awards grant-date fair value: $280,082 |
| Director RSUs outstanding/DSUs outstanding | As of Jun 28, 2025 | Outstanding units balance disclosure | 3,381 deferred stock units outstanding (Fernandez) |
No director performance-based metrics (e.g., TSR, EBITDA) are disclosed for non-employee director equity; awards are time-based with standard vesting/settlement provisions .
Other Directorships & Interlocks
| Relationship Type | Detail | Assessment |
|---|---|---|
| Former competitor board | Sysco Corporation director (2006–2013) | Historical competitor oversight experience; no current interlock/conflict |
| Industry boards | Flowers Foods director (2005–2015) | Relevant food sector governance experience |
| Technology boards | TIBCO; Time Inc.; Brunswick; Leggett & Platt; Stanley Black & Decker | Strengthens governance, technology, and M&A perspective |
Expertise & Qualifications
- Strategic planning and technology-led growth (Gartner IPO and scale-up) .
- Innovation and operations (Zilog; Gavilan Computer; Dataquest) .
- Corporate governance and M&A across public boards; foodservice distribution knowledge relevant to PFG .
- Skills aligned with Board priorities in cybersecurity/AI oversight via Technology & Cybersecurity Committee participation .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 35,478; <1% of outstanding |
| Vested deferred stock units counted in beneficial ownership | 32,097 (included in beneficial ownership per footnote) |
| Outstanding DSUs (as of FY25 year-end) | 3,381 |
| Ownership guideline compliance | Directors required to hold 5× cash retainer; as of Sept 30, 2025 all directors met the level except Ms. Brown (new appointee) |
| Hedging/Pledging | Prohibited for directors under Securities Trading Policy |
Governance Assessment
- Strengths: Lead Independent Director role with strong duties; fully independent; 100% committee attendance; multi-committee service spans compensation, governance, and cybersecurity; adheres to rigorous ownership guidelines; no disclosed related-party transactions involving Fernandez .
- Alignment: Director compensation weighted to equity (annual RSUs/DSUs plus Lead Director equity retainer), supporting shareholder alignment; hedging/pledging prohibitions reinforce alignment .
- Board effectiveness signals: Annual self-evaluations; majority voting; executive sessions led by Fernandez; strong say-on-pay support historically (99% in 2024) indicating shareholder confidence in governance/compensation oversight .
- Activism context: Presence of Sachem Head via cooperation agreement and board addition (Scott D. Ferguson) underscores board responsiveness; Fernandez’s Lead Director role is important for independent oversight amid shareholder engagement .
RED FLAGS
- None disclosed specific to Fernandez: No related-party transactions, hedging/pledging, or attendance issues; prior competitor board (Sysco) is historical and not a current interlock .