Scott McPherson - President and Chief Operating Officer | Performance Food Group (PFGC) Executive Profile & Compensation

About Scott McPherson

Scott E. McPherson, age 55, is Performance Food Group’s President and Chief Operating Officer since January 2025; he previously served as Chief Field Operations Officer overseeing Foodservice, Convenience (Core‑Mark), and Specialty (Vistar), and before PFG held multiple executive roles at Core‑Mark including COO, President, and CEO. He holds a B.A. in Business Administration from Lewis & Clark College and an MBA from the University of Portland . Under the leadership team in fiscal 2025, PFG delivered net sales up 8.6% to $63.3B, gross profit up 12.8% to $7.4B, and Adjusted EBITDA up 17.3% to $1.77B; diluted EPS decreased to $2.18, while adjusted diluted EPS rose to $4.48 . PFG’s three‑year relative TSR performance for the 2022 PSU cycle ranked at the 78.57th percentile, driving a 171.6% payout, and cumulative TSR reached $313.74 on a $100 base by fiscal 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Performance Food Group	President & Chief Operating Officer	Jan 2025–present	Leads enterprise operations across Foodservice, Convenience, Specialty, execution of cross‑segment initiatives .
Performance Food Group	Chief Field Operations Officer	Jan 2024–Jan 2025	Oversaw primary business segments (Performance Foodservice, Core‑Mark, Vistar) to drive coordinated execution .
Performance Food Group	EVP & President/CEO, Convenience	Not disclosed	Led Core‑Mark and Vistar to expand convenience distribution capabilities .
Core‑Mark	CEO; COO & President; SVP roles (U.S. Division, Corporate Development)	Not disclosed	Grew operations and commercial capabilities across convenience channels .

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No external directorships disclosed for McPherson in the proxy .

Fixed Compensation

Component	FY 2025	FY 2024	Notes
Base Salary	$750,000	$660,000	Increased to $693,000 at start of FY25 and to $750,000 effective Jan 1, 2025 .
Salary actually paid (Summary Compensation Table)	$712,962	$646,927	Reflects partial-year at raised rate .
Perquisites (All Other Compensation)	$72,927	$37,695	Includes $18,000 auto allowance; executive health program; spouse travel/meals ($33,018, including $9,711 tax gross-up); small gifts ($509, including $200 gross-up); life insurance premium ($612) .

Performance Compensation

Annual Incentive Plan (AIP) – Design and FY2025 Outcomes

Metric	Weight	Target definition	Actual performance	Payout vs target	Vesting/Payment
Net Sales Growth	40%	Company FY2025 net sales vs pre-set target (excludes Cheney Bros.)	137.9% of target	137.9%	Paid after FY close .
Adjusted EBITDA Growth	40%	Company FY2025 Adj. EBITDA vs pre-set target (excludes Cheney Bros.)	97.9% of target	97.9%	Paid after FY close .
Strategic Initiatives (Safety, Foodservice into Convenience)	20%	Safety: AMM and RCR improvement; Cross‑sell cases to Convenience	Strategic aggregate 128.75% (Safety 200%; Cross‑sell 57.5%)	128.75%	Paid after FY close .
AIP Payout – McPherson	—	Target bonus 135% of base; target opportunity $973,391	Company-weighted payout 120%	$1,168,549	FY2025 payout shown in SCT .

Long‑Term Incentive (LTI) – Grants, Metrics, Vesting

Grant Type	Grant Date	Shares	Metric/Terms	Vesting
Performance Shares (PSUs)	Aug 15, 2024	Target 10,227; Max 20,454	Relative TSR vs Russell 1000; Threshold 30th pct=25%, Target 60th=100%, Max 80th=200%; 3 nested periods (1‑yr 25%, 2‑yr 25%, 3‑yr 50%); payout capped at 100% if cumulative TSR is negative	Vests upon Compensation Committee certification after performance period ending July 3, 2027 (service through end of period) .
Restricted Stock (RS)	Aug 15, 2024	8,753	Time‑based	1/3 each anniversary of grant date (service‑based) .
Restricted Stock (RS)	Jan 1, 2025	5,323	Time‑based	1/3 each anniversary of grant date .
Performance Shares (PSUs)	Aug 22, 2023	Target not shown; Unearned balance 19,222 at max tracking	Relative TSR in period July 2, 2023–June 27, 2026	Vests upon certification after FY2026; reporting reflects max tracking as of 6/28/2025 .
Performance Shares (PSUs) – 2022 Cycle (earned)	Aug 2022	15,890 earned	Company TSR percentile: 69.06% (FY2023), 71.07% (FY2024), 78.57% (FY2025); weighted payout 171.60%	Earned based on certification Aug 19, 2025 .

Program mix: For senior management and NEOs, long‑term equity awards are 60% performance shares and 40% time‑based restricted stock . No stock options were granted as part of the long‑term plan since 2018; no repricing of underwater options .

Equity Ownership & Alignment

Item	Value
Total beneficial ownership (shares)	202,927
Shares outstanding (Record Date)	156,811,025
Ownership as % of shares outstanding	~0.13% (202,927/156,811,025)
Unvested restricted stock (by grant)	2,716 (2022), 5,248 (2023), 8,753 (2024), 5,323 (2025) – market values shown in proxy
Unearned performance shares outstanding	20,454 (2024 grant at max tracking), 19,222 (2023 grant at max tracking)
Options (exercisable/unexercisable)	None disclosed for McPherson
Stock ownership guidelines	Covered Executives must hold stock at multiples of salary; retention 50% of shares until guideline met; all NEOs met ownership level as of Sep 30, 2025 .
Hedging/Pledging	Prohibited for directors, executive officers, and employees per Securities Trading Policy .
Clawback	Applies to incentive‑based and equity‑based compensation for restatements and calculation errors; NYSE‑compliant .

Employment Terms

Provision	Terms
Role/Tenure	President & COO since Jan 2025 .
Severance Plan Tier	Tier 2 Participant .
Severance (non‑CIC)	1.5× salary plus earned/unpaid bonus; monthly COBRA supplement (employee share subtracted); subject to release and 1‑year non‑compete/non‑solicit/confidentiality .
Severance (CIC, double‑trigger)	Additional 0.5× salary + 2.0× target bonus; COBRA supplement; equity acceleration per plan terms .
Equity treatment (CIC)	PSUs convert to time‑based RS (target or actual) with accelerated vesting if awards not assumed or upon qualifying termination within 18 months; RS/options accelerate if not assumed or upon qualifying termination within 18 months .
Potential payments (as of 6/27/2025)	Eligible Termination: cash $2,293,549; COBRA $11,116; total $2,304,665 . Change in Control: cash $4,693,549; COBRA $11,116; equity acceleration $5,396,986; total $10,101,651 .
Deferred Compensation	Not a participant in FY2025 (plan available) .
Pension	No pension benefits for NEOs .
Insider Trading Pre‑clearance	Required for executive officers; robust trading policy .

Investment Implications

Pay-for-performance alignment: High at-risk pay via 135% AIP target and 60% PSU weighting; AIP tied to Net Sales (40%), Adjusted EBITDA (40%), and safety/cross‑sell (20%); FY2025 payout at 120% reflects strong top-line and safety outcomes, offset by EBITDA slightly below target . PSU program uses multi-period relative TSR with above‑median target (60th percentile) and realized 171.6% for the 2022 cycle, supporting long-term shareholder alignment .
Retention risk and selling pressure: Material unvested RS tranches (2024/2025 grants) with annual vesting, and sizable PSU tranches maturing in 2026/2027, create predictable vesting windows that can coincide with 10b5‑1 sales; however, hedging/pledging is prohibited and ownership guidelines are met, mitigating misalignment risk .
Change‑of‑control economics: Double‑trigger acceleration and CIC cash up to ~2.5× salary plus 2× target bonus for Tier 2 (combined formula), with PSU conversion to time‑based stock; quantified total potential CIC value ~$10.1M as of FY2025—relevant if strategic alternatives intensify given activist engagement and industry consolidation dynamics .
Governance and shareholder sentiment: Say‑on‑pay support is strong (≈99% in 2024; 97%+ five‑year trend) and an independent consultant (Meridian) benchmarks to median peers, reducing pay inflation risk; peer group includes US Foods, Sysco, United Natural Foods, large distributors and consumer firms . Note minor shareholder‑unfriendly optics from perquisite tax gross‑ups on spouse travel (e.g., $9,711 for McPherson), though excise tax gross‑ups upon CIC are not provided .
Execution track record: FY2025 enterprise results demonstrate revenue scale (+8.6%), gross profit expansion (+12.8%), and Adjusted EBITDA growth (+17.3%), consistent with cross‑segment operating leverage; diluted EPS decline reflects higher D&A and interest from acquisitions (e.g., Cheney Brothers) . These trends support continued value creation under the current operating model, with TSR performance reinforcing long‑term alignment .