William Dawson Jr.
Performance Food GroupAbout William F. Dawson, Jr.
William F. Dawson, Jr. (age 61) is an independent director of Performance Food Group Company (PFGC) serving on the Audit & Finance and Technology & Cybersecurity Committees; he has been a director since 2002 (pre‑IPO), and is listed as “Director since: 2015” in the 2025 profile, reflecting post‑IPO tenure tracking . He is Chairman & CEO of Northway Partners LLC and formerly led Wellspring Capital Management, with deep expertise in finance, capital markets, risk management, and M&A; he holds a B.S. from St. Francis College and an MBA from Harvard Business School . The Board affirmatively determined Dawson is independent under NYSE rules and for Exchange Act Section 10A audit committee purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northway Partners LLC | Chairman & CEO | 2022–Present | Private investment leadership; investor perspective on capital allocation |
| Wellspring Capital Management Group LLC | Chair, Investment Committee; Co‑Executive Chairman; CEO | 2004–2021 (varied roles); CEO 2014–2020; Co‑Exec Chair Dec 2020–Dec 2021 | Led/co‑sponsored successful PE investments across distribution, consumer services, healthcare, energy services, industrials |
| Whitney & Co. | Partner, Head of Middle‑Market Buyout Group | 2000–2001 | Led middle‑market buyouts |
| Donaldson, Lufkin & Jenrette Securities Corp. | Various operating/leadership roles | 1987–2002 | Leveraged financing, recapitalizations, restructuring |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Committee memberships: Audit & Finance; Technology & Cybersecurity .
- Independence: Board determined Dawson is independent under NYSE guidelines and for Section 10A audit committee purposes .
- Attendance: In fiscal 2025 the Board held 6 meetings; all incumbent directors attended ≥75% of aggregate Board/committee meetings; Audit & Finance held 8 meetings (98% committee attendance), Human Capital & Compensation 4 (100%), Nominating & Corporate Governance 4 (100%), Technology & Cybersecurity 4 (100%) .
- Lead Independent Director: Manuel A. Fernandez; executive sessions of independent directors are held at all regularly scheduled Board and committee meetings .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | 105,000 | 180,011 | 285,011 |
| 2024 | 102,935 | 180,058 | 282,993 |
- Standard non‑employee director compensation: $105,000 annual cash retainer; equity retainer $180,000 in RSUs or deferred stock units (DSUs), vesting at the next annual meeting or first anniversary, with accelerated vesting on change‑in‑control; additional $100,000 equity for Lead Director (not applicable to Dawson) .
Performance Compensation
- No performance‑conditioned director pay disclosed (director equity is time‑based RSUs/DSUs). Change‑in‑control terms provide acceleration or conversion/settlement timing as noted above; no options granted to directors as part of regular director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No current public company boards; reduces overboarding/interlock risk . Company limits: ≤4 public boards per director; ≤3 audit committees per member; CEOs generally ≤2 outside boards . |
Expertise & Qualifications
- Private equity investor perspective; finance, capital markets, M&A integration; risk management; long‑tenured familiarity with PFG operations and culture since 2002 .
- Audit‑relevant independence and committee service; Board’s skills matrix highlights finance and strategic planning competencies aligned with Dawson’s background .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 21,570; less than 1% |
| Shares issuable within 60 days (RSUs/DSUs) | 2,173 |
| Vested deferred stock units included | 15,654 |
| Director stock ownership guidelines | 5× annual cash retainer; 100% retention until met; as of 9/30/2025, all directors met level except Ms. Brown (new appointee) |
| Hedging/pledging | Prohibited for directors and executives |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post‑Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2024‑11‑20 | 2024‑11‑19 | A (Award) | 2,173 | $0 | 21,570 | https://www.sec.gov/Archives/edgar/data/1618673/000095017024129387/0000950170-24-129387-index.htm |
[Insider data retrieved via insider-trades skill for PFGC, filtered by “Dawson”]
Governance Assessment
- Committee effectiveness: Dawson’s presence on Audit & Finance and Technology & Cybersecurity aligns with his finance and risk background; committees report strong attendance and oversight over ERM, financial controls, and cybersecurity .
- Independence and alignment: Board and committee independence affirmed; hedging/pledging prohibited; director ownership guideline met, with meaningful DSU holdings indicating alignment without pledging/hedging risk .
- Director engagement: Board/committee meeting cadence and ≥75% attendance threshold met by all incumbents; executive sessions conducted regularly to ensure independent oversight .
- Compensation structure: Stable cash/equity mix; no performance pay for directors; change‑in‑control acceleration provisions standard for director RSUs/DSUs; no excise tax gross‑ups under company practices .
- Conflicts/related‑party: No Dawson‑specific related party transactions disclosed; Board policy requires disinterested approval of any Item 404 transactions and director recusal; 401(k) vendor relationship with Fidelity disclosed and arm’s‑length (not tied to Dawson) .
- Shareholder confidence signals: Strong recent say‑on‑pay support (~99% in prior year; 97%+ multi‑year) reflects investor approval of compensation governance, though focused on NEOs rather than directors .
RED FLAGS: None disclosed specific to Dawson (no related‑party transactions, no pledging/hedging, no overboarding). Contextual governance items to monitor: addition of activist representative Scott D. Ferguson under a cooperation agreement and related standstill/voting provisions (not a Dawson issue but relevant to Board dynamics) .