Bennett Morgan
About Bennett Morgan
Executive Vice President, Chief Merchandising Officer at SpartanNash (SPTN); age 45; promoted to EVP CMO in September 2023 after serving as SVP CMO since January 2022. Prior roles span Amazon (Fresh Category Leader), Walmart Asia/China/Japan (VP roles in cost analytics and merchandising operations), H‑E‑B, Boston Consulting Group, and Citibank—bringing deep merchandising, operations, and analytics expertise to SpartanNash’s retail and wholesale portfolio . Company performance context for fiscal 2024: revenues of $9.55B, nearly $206M cash from operations (+130% YoY), ~$50M incremental transformation benefits (≈$130M since 2021), and $45M returned to shareholders via dividends and buybacks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon | Fresh Category Leader; oversaw produce & protein; previously managed center store | May 2020–Jan 2022 | Led merchandising categories in Fresh; broadened center-store oversight |
| Walmart Asia | Vice President, Cost Analytics | Mar 2017–May 2018 | Advanced cost analytics across Asia operations |
| Walmart China & Japan | Vice President, Merchandising Operations | 2018–2020 | Managed non-buying portions of merchandising organizations (China & Japan) |
| H‑E‑B | Leadership roles in store ops, supply chain, manufacturing, merchandising | Not disclosed | Led initiatives in multiple operational domains |
| Boston Consulting Group | Consultant | Not disclosed | Strategy and operations advisory experience |
| Citibank | Role not disclosed | Not disclosed | Financial services experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current external directorships disclosed for Morgan |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $390,923 | $441,923 | $475,000 |
| Bonus (sign‑on/retention) | $200,000 (new hire signing bonus) | — | — |
| Annual Incentive (AIP) – Actual Paid | $399,231 | $558,350 | $268,687 (94% payout companywide; paid in 2025) |
| All Other Compensation | $405,330 | $60,903 | $47,954 |
| Total Compensation | $1,582,242 | $1,561,075 | $1,310,193 |
- The fiscal 2024 AIP design was unchanged; adjusted EBITDA fell just short of target, resulting in a 94% payout; CEO target increased, other executive targets not disclosed .
- Target bonus % for Morgan was not disclosed in the cited sections; table shows actual AIP outcomes .
Performance Compensation
Equity Grants and Vesting
| Equity Type | Grant/Status as of FY2024 | Unvested Shares (Target) | Market/Payout Value | Vesting/Performance Period |
|---|---|---|---|---|
| RSUs/Restricted Stock | Outstanding at 12/28/2024 | 17,108 | $311,537 (at $18.21 close 12/27/2024) | Time‑based; see schedule below |
| PSUs (2023 & 2024 grants) | Target as of 12/28/2024 | 26,298 | $478,887 (at $18.21; target 100%) | 3‑year performance ending 1/3/2026 and 1/2/2027; 0–200% payout |
| Options | None outstanding/exercised in 2024 | — | — | Company disclosed no options outstanding/exercised for NEOs |
RSU/Restricted Stock Vesting Schedule (Morgan)
| Vesting Date | Shares |
|---|---|
| 3/1/2025 | 4,616 |
| 3/15/2025 | 3,356 |
| 3/1/2026 | 5,780 |
| 3/1/2027 | 3,356 |
PSU Vesting Schedule (Morgan, target share counts)
| Vesting Date (Performance End) | Target Shares |
|---|---|
| 1/3/2026 | 11,196 |
| 1/2/2027 | 15,102 |
- 2024 LTI design: shifted to RSUs (from restricted stock) and replaced ROIC with a Sales metric in PSUs to better align with growth and scale; PSU payouts range 0–200% of target .
- 2024 stock awards aggregate grant‑date fair value for Morgan: $518,552 (RSUs+PSUs at target) .
- 2024 vesting realized: Morgan acquired 4,616 shares on vesting; value realized $95,874 .
Annual Incentive Plan (AIP) – Performance
| Component | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| FY2024 AIP | Adjusted EBITDA (companywide) | Not disclosed | Slightly below target | 94% of target | Individual target % for Morgan not disclosed |
Equity Ownership & Alignment
| Ownership Metric (as of 3/24/2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 10,501 |
| Sole voting power | 10,501 |
| Sole dispositive power | 8,077 |
| Percent of shares outstanding | <1% (asterisk indicated) |
| Unvested RSUs (12/28/2024) | 17,108 |
| Target PSUs unearned (12/28/2024) | 26,298 |
| Options | None outstanding |
| Shares pledged/hedged | Company policy prohibits hedging and pledging by officers/directors |
| Ownership/retention policy | Executives must retain at least 50% of net shares until guideline met |
Employment Terms
| Term | Detail |
|---|---|
| Role tenure | SVP CMO since Jan 2022; EVP CMO since Sep 2023 |
| Severance (Change‑in‑Control) | Double‑trigger; for NEOs other than CEO: 2× (base salary + target AIP); CEO at 2.5× |
| Estimated CIC payments (as modeled in 2023 proxy) | Lump Sum $1,260,000; Pro‑rata AIP $399,231; Long‑term cash incentive $119,752; Acceleration of restricted stock $198,858; Other compensation $41,566; Continued benefits $121,183; Total $2,140,590 |
| Equity treatment on CIC | Double‑trigger vesting of equity awards |
| Clawback | Incentives subject to recovery for restatements, materially inaccurate financials/metrics (even without restatement), or misconduct |
| Hedging/Pledging | Prohibited for officers/directors |
| Deferred Compensation | SESP allows deferral up to 50% of base salary and 100% of bonuses; company match mirrors qualified plan; distribution options include lump sum or installments |
| 401(k) Savings Plus Plan | 100% match on first 3% of salary; 50% match on next 2% (subject to IRS limits) |
Compensation Structure Analysis
- Mix and design: Majority “at‑risk” pay with AIP and PSUs/RSUs; 2024 changes improved market alignment (RSUs) and shifted PSU metric to Sales alongside profitability focus; no options outstanding for NEOs .
- Governance protections: Double‑trigger for severance and equity; robust clawback; ban on hedging/pledging; no excise tax gross‑ups; no option repricing without shareholder approval .
- Peer benchmarking: Committee targets median market levels and uses a defined peer group (unchanged from 2023) including UNFI, US Foods, Sprouts, BJ’s, TreeHouse, Weis, etc.; market cap below peer median; revenues above peer median at time of approval .
- Shareholder feedback: Say‑on‑pay passed with >92% support in May 2024; continued investor outreach to holders of >50% shares outstanding (as of 12/31/2024 13F data) .
Investment Implications
- Alignment: Material unvested RSUs (17,108) and target PSUs (26,298) with 0–200% payout ties Morgan’s upside to sustained EBITDA/Sales execution; double‑trigger CIC and clawback reduce misalignment risk .
- Near‑term selling pressure: Time‑based RSU vesting on 3/1/2026 (5,780 shares) and 3/1/2027 (3,356 shares) plus PSU performance conclusions on 1/3/2026 (11,196 target) and 1/2/2027 (15,102 target) could create liquidity events (tax withholding/net share settlements), but pledging/hedging is prohibited and no options exist .
- Retention risk: Competitive pay with strong governance plus meaningful unvested equity reduces departure risk; CIC economics for Morgan modeled at ~$2.14M suggest standard, not excessive, parachute structure .
- Performance drivers: 2024 AIP at 94% (near target) and PSU shift toward Sales metric indicate emphasis on profitable growth and scale; continued delivery against transformation initiatives, cash generation, and retail portfolio integration will influence PSU outcomes and realized comp .