Warren Thompson
Performance Food GroupAbout Warren M. Thompson
Independent director at Performance Food Group Company (PFGC), age 66, serving since 2020. Thompson is Founder and Chairman of Thompson Hospitality, with 35+ years of executive leadership in foodservice and hospitality; prior roles include Marriott Host Division VP of Operations and multiple operational positions. He holds a B.A. in Managerial Economics (Hampden-Sydney College) and an MBA (University of Virginia Darden School) . The Board has affirmatively determined Thompson is independent under NYSE and company guidelines, including for compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Hospitality Corporation | Founder and Chairman | Since 1992 | Built and led one of the largest restaurant, food service and facilities management companies in the U.S., delivering sustained growth |
| Marriott Corporation (Host Division) | Vice President of Operations | 1989–1992 | Large-scale operations leadership; organizational development and customer service excellence |
| Marriott Corporation | Various roles of increasing responsibility | 1983–1989 | Cross-functional foodservice and hospitality experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Sizzle Acquisition Corp. II | Director | Since Apr 2025 | Public company directorship |
| Duke Realty Corp. | Director | Jan 2019–Oct 2022 | Public company directorship |
| Federal Realty Investment Trust | Director | 2007–2019 | Public company directorship |
| Sizzle Acquisition Corp. | Director | Nov 2021–Feb 2024 | Public company directorship |
| Hilb Rogal & Hobbs Co. | Director | 2004–2008 | Public company directorship |
Board Governance
- Committee assignments: Human Capital and Compensation; Nominating and Corporate Governance (not a chair) .
- Independence: Board determined Thompson is independent per Corporate Governance Guidelines and applicable NYSE standards, specifically independent for Exchange Act Section 10C(a)(3) (compensation committee) .
- Attendance and engagement: Nominating and Corporate Governance Committee held 4 meetings in fiscal 2025 with 100% meeting attendance; Board held 6 meetings; all incumbent directors then in office attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; Lead Independent Director Manuel A. Fernandez presides .
- Committee responsibilities relevant to Thompson’s roles: Human Capital and Compensation oversees CEO goals/compensation, executive and director pay, incentive/equity plans, employment/severance agreements, and human capital strategy; Nominating and Corporate Governance oversees board evaluation, director nominations, governance documents, committee composition, and Code of Business Conduct compliance .
- Policies: Limits on number of boards; hedging and pledging prohibited; clawback policy for incentive compensation; annual say-on-pay with strong support .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fees ($) | Notes |
|---|---|---|---|
| 2025 | 105,000 | 0 (not a chair) | Cash retainer paid in quarterly installments; directors may elect to receive retainer in RSUs/DSUs or defer under the Deferred Compensation Plan |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting Terms | CIC Treatment |
|---|---|---|---|---|---|
| Nov 19, 2024 | RSUs | 2,173 | 180,011 | Vest in full on the earlier of the first anniversary of grant or next annual meeting | Accelerated vesting upon change in control |
- Directors may elect annual equity retainer in RSUs or deferred stock units (DSUs); additional $100,000 equity retainer applies only to Lead Director (not applicable to Thompson) .
- No performance metrics disclosed for director equity awards; equity is time-based with retention/ownership guidelines driving alignment .
Other Directorships & Interlocks
- Current and prior public company boards summarized above; Board policy caps total public company boards at four (including PFGC) and audit committee seats at three to ensure sufficient time commitment .
- Related-party transactions: Company discloses related-person transactions annually; none disclosed involving Thompson or Thompson Hospitality in fiscal 2025. Policy mandates disinterested approval and director recusal where applicable .
- Hedging/pledging: Prohibited for directors and executive officers, reducing misalignment risk .
Expertise & Qualifications
- Entrepreneurial operator with deep foodservice and hospitality experience; strategic planning, human capital management, operations, sales/marketing, financial management .
- Corporate governance and financial oversight experience across multiple public boards .
- Education: B.A. Managerial Economics (Hampden-Sydney), MBA (UVA Darden) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Common Stock Outstanding | RSUs/DSUs Included in Beneficial Ownership (within 60 days) | Notes |
|---|---|---|---|---|
| Warren M. Thompson | 14,573 | <1% (“*”) | 2,173 RSUs | Meets director stock ownership guidelines (5x annual cash retainer; 100% retention until met). As of Sept 30, 2025 all directors met, except Ms. Brown (appointed in FY2024) . Hedging/pledging prohibited . |
Governance Assessment
- Positives: Independent director; engaged committee member on Compensation and Nominating/Governance; documented 100% Nominating/Governance attendance in FY2025; strong ownership alignment via 5x cash retainer guideline and RSU grants; hedging/pledging prohibited; clawback policy in place; robust say-on-pay support (~99% approval in 2024), indicating investor confidence in compensation oversight .
- Oversight strength: Compensation Committee uses independent consultant Meridian, conducts annual risk assessment, benchmarks pay to peers; Thompson participates within an all-independent committee structure .
- Potential watch items: Thompson is Founder/Chairman of a large hospitality/foodservice firm adjacent to PFGC’s customer base; while no related-party transactions were disclosed in FY2025, continued monitoring for any future commercial relationships and ensuring adherence to recusal/approval processes is prudent .
- Board process rigor: Executive sessions at every regular Board meeting; clear policies limiting outside board service; cybersecurity oversight via dedicated committee; ongoing director education .
RED FLAGS: None disclosed specific to Thompson for FY2025 (no related-party transactions, no hedging/pledging, strong attendance). Continue to monitor any emerging related-party exposure given external operating role .