Amy McClellan

About Amy McClellan

Amy McClellan is Executive Vice President, Chief Customer Officer at SpartanNash (SPTN), a role she has held since December 2023; she was age 45 as of the 2025 proxy and previously served as SVP, Chief Marketing Officer (2022–2023), VP Fresh Merchandising (promoted March 2021), and Division VP, Retail after SpartanNash acquired Martin’s Super Markets in 2019 . She serves on the SpartanNash Foundation Board of Trustees and previously sat on the Buehler’s Fresh Foods Board (Oct 2021–Dec 2023); she is a two-time Top Women in Grocery honoree (2018, 2020) and a 2019 NextGen 40 under 40 awardee . Company performance context during her tenure includes revenues of $9.7B and adjusted EBITDA of $257.4M in fiscal 2023, and revenues of $9.55B with nearly $206M cash from operations in fiscal 2024, as transformation initiatives delivered cumulative ~$130M gross benefits since 2021; the company’s 2023 TSR equated to $189 on a $100 initial investment versus $164 for the peer group .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Amy specifically. SpartanNash discloses base salary and cash incentive details for named executive officers (NEOs) only; Amy is an executive officer but not a 2023/2024 NEO, so her base salary and target bonus are not itemized in the proxy .

Performance Compensation

Company-wide incentive frameworks apply to executive officers (including the CCO); detailed payouts are disclosed at the program level and for NEOs.

Annual Incentive Plan (AIP) Results

• AIP metric: Adjusted EBITDA with threshold/target/maximum goal schedule; FY2023 actual adjusted EBITDA for AIP was $258,184K, yielding an 83% payout; committees permitted certain adjustments per plan terms .
• FY2024 AIP design unchanged; adjusted EBITDA result fell just short of target, yielding a 94% payout .

Long-Term Incentive (LTI) Design

Vesting, Change-in-Control, and Retirement Treatment

• Double-trigger equity vesting upon change-in-control (termination during protection period or if awards are not assumed); pro-rata PSU treatment based on service and target/actual performance timing; restricted stock/RSU immediate vesting if awards not assumed; dividends/dividend equivalents paid only upon vesting .
• Minimum vesting one year for most awards under the 2024 Stock Incentive Plan; clawback applies to incentive pay .

Equity Ownership & Alignment

Note: Our search surfaced Amy’s Form 3 but did not return Form 4 transactions; a broader insider transaction review may be warranted. We searched SEC executive filings and proxies and found only initial beneficial ownership; no Form 4 entries appeared in our document search .

Employment Terms

Compensation Structure vs Performance Metrics

• AIP aligned to Adjusted EBITDA, fostering collaboration towards consolidated profitability; FY2023 payout 83% and FY2024 payout 94% reflect near‑target performance amid industry headwinds .
• PSUs emphasize long‑term earnings power (Adjusted EPS) and efficient capital use (ROIC for 2023 cohort), with a 0–200% payout curve; 2024 cohort introduces Sales as a scale metric, signaling emphasis on durable growth alongside profitability .
• Equity usage: Board approved the 2024 plan with shareholder protections (no repricing/evergreen, minimum vesting, clawback); burn rate averaged 1.33% in 2021–2023; potential dilution with plan authorization outlined to investors .

Performance & Track Record

• Operating highlights: 2023 revenues $9.7B and adjusted EBITDA $257.4M; 2024 revenues $9.55B with ~$206M cash from operations; cumulative transformation benefits nearly $130M since 2021 .
• TSR context: 2023 company TSR equated to $189 vs peer group $164 on a $100 base, reflecting relative outperformance that strengthens pay‑for‑performance credibility .
• Execution lens: As new CCO, McClellan’s team identified organic national account opportunities, capital‑light network leverage, and market expansion initiatives tied to recent acquisitions (e.g., Great Lakes Foods), directly targeting top‑line growth .

Compensation Peer Group (Benchmarking)

• Peer group used for 2023–2024 decisions includes distributors, retailers, and industrials (e.g., UNFI, US Foods, Sprouts, The Andersons, TreeHouse Foods, Weis Markets, WESCO, Wolverine World Wide), with company revenues above peer median and market cap below median at time of approval .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval: 91% in May 2023 and 92% in May 2024, indicating strong support for alignment and program design; outreach formalized to engage holders representing >50% of shares outstanding .

Investment Implications

• Alignment: EVPs must own stock equal to 300% of salary and retain net shares until compliant; PSUs tied to multi‑year EPS (and Sales in 2024) provide leverage to sustained profitable growth, while clawback and no‑hedging/pledging policies reduce misalignment and risk .
• Retention risk: Double‑trigger CoC protections and defined severance mitigate flight risk during strategic transactions; restrictive covenants (e.g., 18‑month) support transition continuity, particularly in revenue‑facing roles .
• Trading signals: Our search located an initial Form 3 with 15,964 shares for McClellan and no Form 4 activity in the documents reviewed—suggesting limited near‑term selling pressure signal from disclosed filings; continued monitoring remains prudent .
• Performance sensitivity: AIP is EBITDA‑driven; macro volume headwinds and margin programs will influence annual payout; LTI hinges on multi‑year EPS/Sales delivery and network optimization underwriting transformation benefits .

Appendix: Company Performance Context (select metrics)

Notes: FY2024 adjusted EBITDA is discussed qualitatively (near target) with AIP payout at 94%; specific adjusted EBITDA figure for the AIP disclosure was not itemized in the proxy . TSR comparison for 2023 from pay‑versus‑performance table .