Ileana McAlary
About Ileana McAlary
Executive Vice President, Chief Legal Officer and Corporate Secretary of SpartanNash since March 2023; previously Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2021. She oversees Legal, Compliance (including Licensing and Food Safety & Quality Assurance), Government Affairs, Aviation, and serves as Chief Compliance Officer; age 50 in 2025 . Education: undergraduate degree from Grand Valley State University; law school at the University of Havana; J.D. from Wayne State University; joined SpartanNash effective November 15, 2021 . Company performance context during her tenure: fiscal 2024 net sales of $9.55B, Adjusted EBITDA of $258.486M, cumulative TSR value of $156.67 per $100 initial investment; peer group TSR $187.14 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wolverine World Wide, Inc. | Vice President, Associate General Counsel & Compliance Officer | 2016–2021 | Led regulatory compliance, corporate governance, indirect procurement, cybersecurity, and global security functions |
| Meijer, Inc. | Senior Counsel | 2013–2016 | Supported retail, distribution, and pharmacy operations for Midwest grocer |
| Amway Corporation | Corporate Counsel III | 2006–2013 | Supported Latin America and European legal operations |
| Miller Johnson | Attorney | 2003–2006 | Practiced law at firm prior to in-house roles |
| SpartanNash | SVP, Chief Legal Officer & Corporate Secretary | Nov 15, 2021–Mar 2023 | Led legal function; Corporate Secretary responsibilities |
| SpartanNash | EVP, Chief Legal Officer & Corporate Secretary | Mar 2023–Present | Expanded oversight across Legal, Compliance, Government Affairs, Aviation; Chief Compliance Officer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Davenport University | Board of Trustees | Appointed Oct 2022–Present | Trustee appointment |
| Inforum | Inner Circle Honoree | 2023 | Recognition for leadership |
| West Michigan Brilliance Awards | Woman of the Year finalist | 2024 | Regional recognition |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus paid are not disclosed for Ms. McAlary (she is not a named executive officer in the proxy’s Summary Compensation Table) .
- Executive cash incentive program design (applies company-wide to executives): annual incentive plan (AIP) paid on consolidated Adjusted EBITDA with a calibrated payout curve; threshold 90% of target, target 100%, maximum 110% of target .
Performance Compensation
2024 Annual Incentive Plan (AIP) Results
| Metric | Target | Actual | Payout (% of Target) | Payout Mechanics |
|---|---|---|---|---|
| Adjusted EBITDA ($USD thousands) | $260,000 | $257,986 | 94.2% | Linear interpolation between 90% (25%) and 110% (200%) of target; Compensation Committee adjustments permitted per plan |
2024–2026 PSU Design (granted in 2024)
| Metric | Weighting | Vesting | Notes |
|---|---|---|---|
| Cumulative Adjusted EPS | 70% | Cliff vest at end of performance period (fiscal year ending Jan 2, 2027), subject to continued employment (exceptions for death, disability, retirement) | Targets set using long-term projections; adjustments for extraordinary items per plan |
| Sales (FY2026 Net Sales) | 30% | Cliff vest at end of performance period | M&A contribution capped at $1.5B for compensation measurement; adjustments for extraordinary items per plan |
Equity Award Mechanics
- RSUs vest in three equal annual tranches; dividend equivalents accrue and vest with the underlying units; forfeiture or continued vesting depends on termination scenario; retirement triggers continued RSU vesting (subject to non-compete) and pro‑rata PSU vesting based on weeks employed during the performance period .
- Company did not grant stock options or SARs in fiscal 2024; equity awards are delivered via RSUs and PSUs .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Officer Stock Ownership Guidelines (EVPs) | 300% of base salary target ownership; CEO 500%, SVP 200%, VP 100% |
| Sale Restrictions until Guideline Met | Until guideline met, executives may sell no more than 50% of net shares that vest in a calendar year |
| Hedging and Pledging | Executives and directors are prohibited from hedging or pledging SpartanNash securities; margin accounts disallowed |
| Insider Trading Policy & 10b5‑1 Guidelines | Policy and guidelines filed as Exhibit 19 to fiscal 2024 Form 10‑K |
| NEO Ownership Compliance | As of Dec 28, 2024, all named executive officers had achieved target ownership or were making satisfactory progress; none sold stock in 2024 |
| Group Ownership Snapshot | All directors and current executive officers as a group (16 persons): 460,687 shares; ~1.4% of outstanding (based on 33,846,210 shares) |
Note: Attempt to retrieve Form 4 transaction‑level activity for “McAlary” via the insider‑trades skill failed due to an authorization error (401); consider checking SEC EDGAR for 2024–2025 filings for any 10b5‑1 plans or sales activity [ReadFile insider-trades SKILL.md; Bash error].
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Agreement | Executive officers have employment agreements providing for employment for an indefinite period until termination; standard termination conditions include death, disability, and cause | |
| RSU Treatment on Retirement | Outstanding RSUs continue to vest post‑retirement, contingent on compliance with non‑competition covenants | |
| PSU Treatment on Retirement | Pro‑rata PSU vesting based on weeks employed during the performance period; forfeiture if termination before period end absent retirement/death/disability | |
| Change‑in‑Control & Termination | Accelerated vesting terms and potential payments are detailed in “Potential Payments Upon Termination or Change‑in‑Control” (see proxy section) | |
| Corporate Secretary Role | Designated as Company’s proxy holder alongside CFO; responsible for shareholder communications and governance processes | |
| Governance Signatory | Signed multiple 8‑Ks and governance documents (e.g., Restated Articles of Incorporation) in capacity as CLO & Corporate Secretary |
Performance & Track Record
- 2024 strategic execution included acquisitions of Metcalfe’s Market, Fresh Encounter, and Markham Enterprises, adding 55 locations to the Retail portfolio .
- Generated $206M cash from operating activities in 2024 (+130% YoY), captured ~$50M incremental gross benefits from transformation initiatives (nearly $130M since 2021), and returned $45M to shareholders via dividends and repurchases .
- Pay‑versus‑performance disclosure: 2024 Adjusted EBITDA $258,486K; Company TSR $156.67 vs peer group TSR $187.14; Net income $299K (GAAP) .
Governance, Policies, and Risk Controls (Relevant to Compensation Alignment)
- Clawback Policy: permits recovery of incentive compensation within three years due to restatement, materially inaccurate metrics, or ethical misconduct causing substantial harm; expanded in 2023 to align with SEC/Nasdaq rules .
- Executive compensation program relies on fixed base salary, AIP (Adjusted EBITDA), and LTIP equity (PSUs on Adjusted EPS and Sales; RSUs with 3‑year vesting), designed to balance pay‑for‑performance and retention .
- Insider trading governance includes formal 10b5‑1 program guidelines to structure permitted trading activity .
- Related person transactions: none requiring disclosure in fiscal 2024/current year to proxy date; Section 16(a) filings timely other than two late Forms 4 for former directors (May 30, 2024) .
Investment Implications
- Strong alignment mechanisms (300% EVP ownership guideline; hedging/pledging ban; 10b5‑1 oversight) reduce misalignment and pledging/hedging‑related risk; sale limits until ownership compliance dampen near‑term insider selling pressure .
- Pay‑for‑performance levers emphasize consolidated Adjusted EBITDA annually (AIP) and multi‑year Adjusted EPS/Sales (PSUs), which ties incentives to profitability and scale; 2024 payout at 94.2% indicates near‑target performance execution .
- Absence of stock options/SARs lowers re‑pricing/red‑flag risk and shifts equity to RSUs/PSUs with three‑year vesting, improving retention stickiness but increasing sensitivity to multi‑year earnings and sales delivery .
- Limited individual disclosure for Ms. McAlary (non‑NEO) constrains precise pay benchmarking and ownership analysis; monitor future proxies and Form 4s for updated equity grants/transactions to refine alignment and potential selling pressure views .