Mamadou Barry
About Mamadou Barry
Mamadou Djouma Barry (age 45) is Senior Vice President, Chief Retail Officer at SpartanNash, appointed in November 2024, overseeing strategy and operations across the Company’s retail footprint . Prior roles include leadership in retail operations and strategy at Kroger, Gap Inc., lululemon, and Target (most recently VP, Process Operations) . Company performance incentives anchor to Adjusted EBITDA for annual cash bonuses and to cumulative Adjusted EPS (70%) and final-year Sales (30%) for PSUs, reinforcing pay-for-performance alignment; the proxy also presents pay-versus-performance analyses versus cumulative TSR and peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kroger Company | Vice President, Retail Operations | 2023–2024 | Retail operations leadership |
| Gap Inc. | Head of Strategy and Operations | 2022–2023 | Strategy and operations leadership |
| lululemon athletica inc. | Vice President, Operations and Planning | 2021–2022 | Operations and planning leadership |
| Target Corporation | Various roles; most recently VP, Process Operations | 2008–2021 | Process operations leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Executive Leadership Council | Member | ~7 years | Organization focused on increasing global Black executives |
Fixed Compensation
- Executive compensation framework: Base salary set annually based on role scope, performance, internal equity, and market data from FW Cook; 2024 adjustments aligned with competitive market for NEOs (illustrative CEO/EVP/EVP increases) .
- Barry-specific base salary, target bonus %, and actual bonus paid are not disclosed in the 2025 proxy; executives participate in annual AIP and equity LTIP programs .
Performance Compensation
| Program | Metric | Weighting | Target Structure | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EBITDA | 100% | Threshold/target/max set annually; NEOs’ 2024 payout equaled 94.2% of target for their role-based % of base salary | Annual cash; earned in fiscal year, paid following year | Company-level performance to foster cross-functional alignment |
| PSUs (2024 LTIP) | Cumulative Adjusted EPS | 70% | Threshold: 90%, Target: 100%, Max: ≥110% (units earned interpolate) | Cliff vests at end of 3-year period (2024–2026) | Committee may adjust for extraordinary items per policy |
| PSUs (2024 LTIP) | Sales (FY2026) | 30% | Threshold: 95%, Target: 100%, Max: ≥105% (units earned interpolate) | Cliff vests at end of 3-year period (2024–2026) | M&A-driven sales capped at $1.5B for compensation measurement |
| RSUs (2024 LTIP) | Time-based | n/a | Annual grants at grant-date fair value | Equal annual installments over three years starting 1st anniversary | Shifted from restricted stock to RSUs in 2024; dividend equivalents accrue and vest with units |
- Historical performance plan context: The 2022 long-term cash incentive achieved 200% payout on both Adjusted EBITDA and ROIC metrics (post-committee adjustments had no impact on payout) .
Equity Ownership & Alignment
- Stock ownership guidelines: Senior Vice Presidents must hold Company stock valued at 200% of base salary; executives may sell no more than 50% of net shares that vest in a calendar year until guideline met .
- Hedging and pledging prohibited: Executives and directors may not hedge Company stock or pledge shares (including margin accounts) .
- Clawback: Incentive compensation recoverable for restatements, materially inaccurate metrics, or misconduct within the prior three years .
- Beneficial ownership: Barry is not listed among NEOs in the 2025 beneficial ownership table; his individual shareholdings are not disclosed in the proxy .
- Option usage: Company does not grant stock options or SARs; no repricing without shareholder approval .
Employment Terms
- Employment agreements: Executives have indefinite-term employment agreements; termination for cause/disability; retirement provisions allow RSUs to continue vesting subject to noncompetition covenants .
- Severance & change-in-control economics: Company discloses severance multiples for NEOs (CEO: 2.0x base+target AIP; other NEOs: 1.5x), and during CIC protection periods (CEO: 2.5x; other NEOs: 2.0x), plus COBRA reimbursement and pro-rata AIP; all equity awards use “double-trigger” vesting upon CIC .
- Merger impacts (Sept 22, 2025 8‑K): At $26.90/share merger consideration, legacy equity awards granted prior to the merger agreement largely vested and/or were converted into cash awards, with (i) performance awards paid based on greater of target/actual for the vested portion and remainder converted to cash awards vesting at performance period end, and (ii) non-performance awards 1/6 vested for cash with remainder converted to cash awards that follow original vesting schedules, subject to continued service; certain cash awards accelerate for next-12-month portion upon termination without cause .
Performance & Track Record
Company fundamentals underpin incentive metrics and inform execution risk.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $9,643,100,000 | $9,729,219,000 | $9,549,324,000 |
| EBITDA ($USD) | $163,872,000* | $217,957,000* | $234,593,000* |
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $2,250,681,000 | $2,261,624,000 | $2,909,624,000 | $2,271,145,000 |
| EBITDA ($USD) | $54,747,000* | $52,901,000* | $59,276,000* | $55,225,000* |
Values with asterisk retrieved from S&P Global.
- AIP emphasis: Annual cash incentives are tied to Adjusted EBITDA .
- LTIP success: Prior long-term cash program (2022 awards) achieved 200% payout on Adjusted EBITDA and ROIC, indicating execution against profitability and capital efficiency goals .
Compensation Committee Analysis
- Independent consultant: FW Cook advises on design, levels, peer group, pay-for-performance alignment, retention planning .
- Peer group: Andersons, B&G Foods, BJ’s Wholesale Club, Hain Celestial, MRC Global, Owens & Minor, Patterson, Schneider National, Sprouts Farmers Market, Steelcase, TreeHouse Foods, UFP Industries, UNFI, Univar Solutions, US Foods, Veritiv, Weis Markets, WESCO, Wolverine World Wide .
- Governance practices: At‑risk pay mix; double-trigger severance and equity vesting; stock ownership and retention requirements; clawback; prohibition on hedging/pledging; no option repricing .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92.0% For; 7.4% Against; 0.4% Abstain; strong investor support for compensation approach .
- Ongoing engagement: Formal outreach with holders of >50% of shares outstanding in 2024 .
Equity Ownership & Alignment (Detail)
- Ownership counted: Direct/family/retirement plan shares, restricted stock/RSUs, phantom shares; options and unearned PSUs do not count toward guideline .
- Insider trading/10b5‑1 guidelines filed with 10‑K exhibit; program designed for compliance and integrity .
Employment Contracts, Severance & Change‑of‑Control
- Double-trigger equity: All executive LTIs are equity-based and subject to double-trigger vesting .
- CIC severance table for NEOs (illustrative): Lump sum multiples, pro‑rata AIP, accelerated vesting values, COBRA reimbursements and life insurance continuation .
- Merger award treatment: Detailed conversion of equity grants to cash-based awards with vesting continuity and limited acceleration .
Investment Implications
- Alignment: Strong governance—ownership guidelines (200% of base for SVPs), hedging/pledging ban, clawback, and double-trigger equity—reduces misalignment risk and limits opportunistic selling while executives remain below ownership thresholds .
- Incentive quality: AIP anchored to Adjusted EBITDA and PSUs tied to EPS and Sales encourage profitable growth and scale over multi‑year horizons; historical outperformance of LTIP targets (200% for 2022 awards) signals execution capability .
- Retention under CIC: The 2025 merger’s conversion of equity to cash awards that continue vesting with service at the acquirer introduces retention hooks and reduces near‑term sell pressure, though lack of Barry‑specific award detail constrains precision on his personal economics .
- Disclosure gaps: Barry’s individual base salary, target bonus %, actual bonus, and share ownership were not disclosed in the 2025 proxy, limiting pay‑for‑performance calibration at the person level; monitor upcoming filings and any Form 4 activity for post‑merger awards and holdings .