Randall Spratt
Performance Food GroupAbout Randall N. Spratt
Independent director with deep enterprise IT leadership and cybersecurity expertise; age 73, serving on PFG’s Board since 2018. Currently chairs the Technology and Cybersecurity Committee and serves on the Audit and Finance Committee. Former EVP, CIO and CTO of McKesson, with extensive experience in digital transformation, large-scale systems integration, data management, and risk management. Prior public board experience includes Imperva, Inc. (2016–2019), a data security company, reinforcing his cybersecurity credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | EVP, CIO & CTO | 2009–2015 | Led global technology initiatives, systems integration, cybersecurity strengthening, and operational efficiency; M&A integration experience . |
| McKesson Corporation | CIO | 2005–2009 | Focused on operational optimization, data-driven process improvements, strategic planning, and risk management . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperva, Inc. | Director | 2016–2019 | Board experience at a data security pioneer; adds critical cybersecurity and data protection oversight expertise . |
Board Governance
- Committee assignments: Technology & Cybersecurity (Chair); Audit & Finance (member). The Technology & Cybersecurity Committee held 4 meetings in fiscal 2025 with 100% attendance; Audit & Finance held 8 meetings with 98% committee attendance overall .
- Independence: Determined independent under NYSE and company guidelines; also independent for Exchange Act Section 10A(m)(3) (audit committee) .
- Board meeting cadence and engagement: Board held 6 meetings in fiscal 2025; all incumbent directors attended at least 75% of aggregate board and committee meetings; all attended the 2024 annual meeting. Executive sessions of independent directors occur at each regularly scheduled Board and committee meeting; presided by the Lead Director .
| Committee | Role | Fiscal 2025 Meetings | Attendance |
|---|---|---|---|
| Technology & Cybersecurity | Chair | 4 | 100% . |
| Audit & Finance | Member | 8 | Committee attendance 98% overall . |
Fixed Compensation
| Component | Detail | Amount | Timing/Terms |
|---|---|---|---|
| Cash fees (fiscal 2025) | Director cash retainer plus chair fees | $120,000 | Paid quarterly in arrears; Spratt is Technology & Cybersecurity Committee Chair . |
| Chair fee schedule | Technology & Cybersecurity Chair | $15,000 | Annual additional cash retainer . |
| Equity retainer | RSUs (or DSUs) | $180,011 | Grant dated Nov 19, 2024; vests in full on earlier of 1-year from grant or next annual meeting; accelerated on change in control . |
Total non-employee director compensation for Spratt in fiscal 2025: $300,011 ($120,000 cash; $180,011 stock awards) .
Performance Compensation
Directors do not receive performance-based equity or cash; the annual equity retainer is time-based RSUs or DSUs. No director-specific performance metrics (e.g., EBITDA, TSR) apply to non-employee director pay .
| Metric Type | Applicable to Director Compensation | Details |
|---|---|---|
| Financial/TSR metrics | No | Director equity retainer is time-based; no performance vesting . |
| CIC provisions | Yes | RSUs/DSUs subject to accelerated vesting on change in control . |
| Clawback | Primarily executives | Clawback policy applies to executive incentive/equity awards; policy framework disclosed company-wide . |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Imperva, Inc. | Director | 2016–2019 | No related-party transactions with PFG disclosed; adds cybersecurity interlock context without conflict noted . |
No shared directorships or disclosed business dealings with PFG competitors, suppliers, or customers involving Spratt were reported in the proxy .
Expertise & Qualifications
- Technology infrastructure, digital capabilities, AI, cybersecurity, and data management; operations optimization and risk management from CIO/CTO roles at McKesson .
- Experience overseeing cybersecurity policies, controls, disaster recovery, and regulatory reporting through chairmanship of Technology & Cybersecurity Committee .
- Financial literacy for audit oversight; member of the Audit & Finance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Instruments included (within 60 days) | RSUs/DSUs Outstanding |
|---|---|---|---|---|
| Randall N. Spratt | 29,070 | <1% | Includes 2,173 RSUs/DSUs vesting within 60 days of 9/30/2025 | 2,173 RSUs . |
- Director ownership guidelines: 5x annual cash retainer; 100% share retention until achieved. As of Sept 30, 2025, all directors met the guideline except Ms. Brown (appointed June 28, 2024), implying Spratt is in compliance .
- Hedging and pledging: Company policy prohibits hedging and prohibits pledging by directors and executive officers, mitigating alignment risks; no pledging by directors permitted .
Governance Assessment
- Independence and oversight: Spratt is independent and chairs a critical risk oversight committee with 100% attendance, signaling strong engagement and board effectiveness in cybersecurity, AI, and technology risk areas .
- Compensation alignment: Director pay structure emphasizes equity ($180k RSUs/DSUs) with modest chair cash premium ($15k) and total pay of $300,011, consistent with peer-reviewed practices (Meridian review), supporting alignment without excessive guaranteed pay. RSUs are time-based with CIC acceleration typical for directors; no performance metrics applied to director awards as is standard practice .
- Ownership alignment: Meets robust director ownership guideline (5x cash retainer) and is subject to 100% retention until compliance; hedging/pledging banned—positive alignment signal .
- Conflicts and related-party exposure: No Item 404 related-party transactions involving Spratt disclosed; Board policy requires approval and director recusal for any such transactions, reducing conflict risk .
- Broader shareholder signals: Strong say-on-pay support (≈99% in 2024) and active stockholder engagement underpin investor confidence in compensation governance, though these relate to executive pay rather than director-specific structures .
RED FLAGS: None disclosed specific to Spratt. No hedging/pledging permitted; no related-party transactions reported. Attendance and independence standards met, with leadership on technology/cyber oversight .