Scott Ferguson

About Scott D. Ferguson

Scott D. Ferguson, age 51, is an independent director of Performance Food Group (PFG) appointed to the Board on September 23, 2025 pursuant to a cooperation agreement with Sachem Head Capital Management, where he is Founder and Managing Partner; he serves on PFG’s Audit & Finance Committee and has been deemed independent under NYSE and Exchange Act rules, including for audit committee service . He previously was a Partner at Pershing Square (2003–2012), Vice President at American Industrial Partners (1999–2001), and a Business Analyst at McKinsey (1996–1999); he holds an A.B. from Stanford and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit & Finance Committee (member); not a chair .
• Independence: Board determined Ferguson and all nominees other than the CEO are independent; Ferguson is also independent for Exchange Act Section 10A (audit committee) .
• Appointment terms: Board size increased to 13; Ferguson appointed under a cooperation agreement with Sachem Head and added to Audit & Finance; company to include him on its slate for the 2025 Annual Meeting, subject to conditions .
• Extraordinary/strategic oversight: Cooperation agreement stipulates he will be appointed to any committee evaluating strategic alternatives or extraordinary transactions; permitted to attend and participate in any committee meetings, whether or not a member .
• Resignation trigger: Ferguson delivered an irrevocable resignation effective if Sachem Head’s net long position falls below 1.0% of outstanding shares or upon a specified uncured material breach of the agreement by Sachem Head .
• Standstill and voting: Sachem Head agreed to customary standstill, ownership cap of 4.9% (plus up to 1.5% economic exposure via non-beneficial derivatives), and to vote with Board recommendations except in limited cases aligned with both ISS and Glass Lewis; permitted to vote freely on extraordinary transactions .
• Confidentiality: Ferguson may share PFG confidential information with Sachem Head under a concurrent confidentiality agreement .
• Board operations: FY2025—Board held 6 meetings; Audit & Finance 8; Compensation 4; Nominating/Corporate Governance 4; Technology & Cybersecurity 4; all incumbent directors then in office attended ≥75% of aggregate meetings; executive sessions held at each regular meeting, led by the Lead Independent Director .
• Director service limits: No director >4 public boards; Audit & Finance members on ≤3 public audit committees; CEOs generally ≤2 outside boards .

Fixed Compensation

Performance Compensation

• PFG’s non-employee director compensation consists of cash retainers and time-based equity (RSUs/DSUs); no performance-conditioned metrics are disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Investor/governance expertise: Founder/PM of Sachem Head (>$4B AUM), extensive investment, finance, and corporate governance experience; prior service on nominating/governance and executive committees at US Foods .
• Industry knowledge: Significant foodservice distribution experience via US Foods board; current service on Delivery Hero SE’s Supervisory Board .
• Education: A.B. Stanford; MBA Harvard Business School .

Equity Ownership

Insider Trades and Filings

Governance Assessment

• Strengths and alignment

  • Board-designated independent director with audit-committee independence; investor with deep governance and M&A experience; significant ownership aligns incentives with shareholders .
  • Audit & Finance placement increases financial oversight depth; appointment to any committee evaluating strategic alternatives ensures investor perspective in potential transformational decisions .
  • No Item 404(a) related-party transactions disclosed for Ferguson; Board maintains prohibitions on hedging/pledging and robust ownership guidelines for directors .

• Constraints and monitoring items

  • Activist settlement dynamics: Seat tied to Sachem Head’s stake; irrevocable resignation if net long position <1% or upon specified uncured breach—may affect continuity and perceived independence from fund objectives .
  • Voting/standstill: Sachem Head subject to standstill and voting commitments (with proxy advisor carve-outs); Ownership Cap at 4.9% plus limited derivative exposure permitted .
  • Confidential information sharing allowed with Sachem Head under a confidentiality agreement—raises information flow considerations between issuer and significant shareholder .
  • Expense reimbursement optics: Company reimbursed Sachem Head $875,000 in connection with the agreement—watch for investor reactions on governance optics .

• RED FLAGS

  • Exception to director derivatives restriction: “Sachem Head is not subject to the prohibition from holding derivative instruments applicable to directors” under PFG’s Securities Trading Policy—potential misalignment risk if derivatives exposure is material .
  • Broad committee access: Ferguson may attend and participate in any committee, including those he is not a member of—unusual access that centralizes influence; ensure robust lead director controls and clear protocols .
  • Potential transaction path with a competitor: The cooperation agreement’s “Change of Control Transaction” definition expressly includes a business combination with US Foods; PFG’s announcement referenced evaluating paths with US Foods. Monitor for conflicts/process rigor even though Ferguson is not currently on US Foods’ board .

• Process safeguards

  • Independent lead director presides over executive sessions at each regular Board and committee meeting; annual board/committee self-evaluations; limits on outside board service; fully independent committees .

Notes on Director Compensation and Attendance

• FY2025 non-employee director pay table reflects directors before Ferguson’s appointment; Ferguson’s cash retainer for FY2025 is prorated from September 23, 2025 per 8-K .
• FY2025 attendance metrics cover the period ended June 28, 2025; Ferguson’s attendance will be reflected in future disclosures .

References

• Appointment, independence, committee assignments, and cooperation agreement terms: .
• Biography, age, education, qualifications, prior boards and committee roles: .
• Director compensation policy, amounts, and vesting/deferral terms: .
• Ownership and beneficial ownership breakdown: .
• Governance policies (board limits, executive sessions, hedging/pledging): .
• Press release context and strategic alternatives reference: .