Tony Sarsam
About Tony Sarsam
Tony B. Sarsam, age 63, has served as President and Chief Executive Officer of SpartanNash since September 2020 and as a director on the Company’s Board; his tenure with the combined SpartanNash entity is approximately 4.5 years as of April 1, 2025 . With three decades in the food industry, his credentials span CEO roles at Borden Dairy and Ready Pac Foods, senior leadership at Nestlé/Dreyer’s, and earlier PepsiCo engineering, finance and go-to-market roles; he also serves as an independent director at Mission Produce and on several nonprofit boards (FMI, The Right Place, West Michigan Policy Forum, and ASU Foundation) . Under his leadership, 2024 achievements included $9.55B in revenue, ~$206M cash from operations (+130% YoY), $50M incremental gross benefits from transformation initiatives ($130M cumulative since 2021), and continued military channel growth; 2024 pay-versus-performance shows Adjusted EBITDA of $258.5M and TSR value of $156.67 on a $100 initial investment framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Borden Dairy Company | Chief Executive Officer | 2018–2020 | Led major restructuring and sale; preserved employment for frontline associates amid consolidation |
| Ready Pac Foods | Chief Executive Officer | 2013–2018 | Drove >60% growth; established ~80% share of complete meal salad category; sale to Bonduelle (2017) |
| Nestlé USA Direct Store Delivery Co. | President | Not disclosed | Built and led world’s largest frozen direct-store-delivery network for pizza/ice cream |
| Dreyer’s (Nestlé) | EVP, Sales & Operations | Not disclosed | Senior operating leadership post-acquisition by Nestlé |
| PepsiCo | Multiple roles (Engineer, Plant Mgr, Dir Finance, Region VP Sales & Distribution, Group VP Go-to-Market Strategy) | Not disclosed | Cross-functional leadership from plant to corporate strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mission Produce, Inc. (NASDAQ: AVO) | Independent Director | Not disclosed | Public company board service |
| Food Industry Association (FMI) | Board Member | Not disclosed | Nonprofit industry association |
| The Right Place | Board Member | Not disclosed | Regional economic development |
| West Michigan Policy Forum | Board Member | Not disclosed | Policy advocacy |
| Arizona State University Foundation | Board Member | Not disclosed | Academic foundation governance |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $900,000 | $980,769 | $1,022,500 |
| Stock Awards ($, grant-date fair value) | $1,816,634 | $4,173,604 | $4,492,236 |
| Non-Equity Incentive Plan Compensation ($) | $6,905,287 | $4,619,543 | $1,241,991 |
| All Other Compensation ($) | $122,061 | $203,574 | $235,817 |
| Total ($) | $9,743,982 | $9,977,490 | $6,992,544 |
| 2024 All Other Compensation Detail | Amount ($) |
|---|---|
| Qualified Savings Plan Match | $3,077 |
| Nonqualified Savings Plan Match | $207,235 |
| Financial Planning & Health Screening | $25,505 |
| Total | $235,817 |
Performance Compensation
| Annual Incentive Plan (AIP) – FY 2024 | Value |
|---|---|
| Target AIP (% of Base Salary) | 130% (increased from 125% in March 2024) |
| 2024 Payout Percentage Earned | 94.2% |
| 2024 AIP Payout ($) | $1,241,991 |
| Key AIP metric | Adjusted EBITDA (Company states AIP is earned on Adjusted EBITDA) |
| 2024 PSU Design – 3-year Performance | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EPS Achievement | <90.0% → 0% units earned | 90.0% → 25% units earned | 100.0% → 100% units earned | ≥110% → 200% units earned |
| Sales Achievement | <95.0% → 0% units earned | 95.0% → 25% units earned | 100.0% → 100% units earned | ≥105% → 200% units earned |
| Tony Sarsam 2024 PSU Target | — | — | 147,253 PSUs; $3,052,555 target grant value | 0–200% of target range |
| 2024 RSU Grants (time-based) | RSUs (#) | Grant Value ($) | Vesting |
|---|---|---|---|
| Tony Sarsam | 72,528 | $1,439,681 | Equal annual installments over 3 years beginning 1st anniversary of grant (death/disability accelerated) |
| Prior Long-Term Cash Awards (granted 2022; performance completed FY2023; vesting through FY2024) | Metric | Weight | Target | Actual | Actual vs Target | Payout Earned |
|---|---|---|---|---|---|---|
| LTIP Component 1 | ROIC | 30% | 5.35% | 6.21% | 116.2% | 200% |
| LTIP Component 2 | Adjusted EBITDA | 70% | $449,700k | $497,528k | 110.6% | 200% |
| Payout Due | — | — | — | — | — | After fiscal 2024 (12-month additional vest period ended Dec 28, 2024) |
Equity Ownership & Alignment
| Beneficial Ownership (as of March 24, 2025) | Shares | % of Class |
|---|---|---|
| Tony B. Sarsam | 147,090 | <1% of 33,846,210 shares outstanding |
| 2024 Outstanding Equity Awards at Year-End (Dec 28, 2024) | Unvested RS/RSUs (#) | Market Value ($) | Unearned PSUs (#, at target) | Market/Payout Value ($) |
|---|---|---|---|---|
| Tony Sarsam | 127,558 | $2,322,831 (at $18.21/share) | 249,907 | $4,550,806 (at $18.21/share) |
| RS/RSU Vesting Dates (remaining, as of 12/28/24) | Shares |
|---|---|
| 3/1/25 | 38,176 |
| 3/15/25 | 24,176 |
| 3/1/26 | 41,030 |
| 3/1/27 | 24,176 |
| PSU Vesting Dates | PSUs (#, target) |
|---|---|
| 1/3/26 | 102,654 |
| 1/2/27 | 147,253 |
- CEO stock ownership guideline: 500% of base salary; executives must retain at least 50% of net shares from equity vesting until guideline met; as of Dec 28, 2024, all NEOs had achieved target or were compliant and none sold stock in 2024 .
- Hedging and pledging by officers/directors are prohibited under Company pay practices .
- Company does not grant stock options; none were outstanding or exercised in 2024, and Tony’s 2024 vesting activity totaled 72,661 shares with $1,509,169 realized value (no options activity) .
Employment Terms
| Severance Scenario | Lump Sum Payment | Pro-Rata AIP | Health Coverage Reimbursement | Other Compensation | Equity Treatment | Continued Benefits | Total |
|---|---|---|---|---|---|---|---|
| Termination other than death/disability/cause or resignation for good reason | $4,738,000 (2x base + target AIP) | $1,241,991 | $58,630 (COBRA; 2 years) | $118,846 | Standard vesting terms (no acceleration absent CIC) | — | $6,157,467 |
| Qualifying termination in connection with change in control (double-trigger) | $5,922,500 (2.5x base + target AIP) | $1,241,991 | — | $118,846 | RS/RSUs fully accelerate; PSUs pro-rata with target or actual (per timing) | $175,823 continued benefits incl. tax equalization on converted reimbursements; life insurance coverage for up to 30 months (CEO) | $11,908,405 |
- Double-trigger severance and equity vesting apply; employment agreements define “cause” and “good reason” and provide COBRA reimbursement and accrued compensation payments; severance multiples are 2x (non-CIC) and 2.5x (CIC) base + target AIP for CEO .
- Clawback policy permits recovery of incentive compensation for restatements, materially inaccurate metrics, or misconduct within 3 years; applies to VP-level and above .
- Insider trading policy and 10b5-1 guidelines are in place; annual physicals and limited perquisites disclosed; occasional spouse travel on corporate aircraft incurs no incremental cost when aircraft already scheduled .
- Change in control closed on September 22, 2025 (C&S transaction); officers continued in their roles at the Surviving Corporation at the effective time; double-trigger benefits require qualifying termination post-CIC to be payable .
Performance & Pay Versus Performance
| Year | TSR – Value of $100 Investment | Peer Group TSR – Value of $100 Investment | Net Income ($000) | Adjusted EBITDA ($000) |
|---|---|---|---|---|
| 2020 | $129.46 | $111.49 | $75,914 | $234,813 |
| 2021 | $198.78 | $215.52 | $73,751 | $213,706 |
| 2022 | $239.76 | $198.10 | $34,518 | $242,879 |
| 2023 | $188.95 | $164.17 | $52,237 | $257,401 |
| 2024 | $156.67 | $187.14 | $299 | $258,486 |
- Say-on-Pay Approval: Over 92% of votes cast supported executive compensation at the May 2024 Annual Meeting .
- 2024 Business Highlights: $9.55B revenues; $50M incremental transformation benefits ($130M since 2021); ~$206M cash from ops (+130% YoY) .
Compensation Peer Group, Governance, and Practices
- Peer Group (unchanged from 2023) includes United Natural Foods, US Foods, Weis Markets, Sprouts Farmers Market, and others; SpartanNash revenues were above peer median while market cap below median; Committee targets generally median levels adjusted for role, experience, performance, and retention considerations .
- Independent compensation consultant FW Cook advises the Committee on plan design, governance, pay-for-performance alignment, and stock plan matters; FW Cook deemed independent under Nasdaq rules .
- Pay practices emphasize at-risk pay, capped incentives, 3-year equity vesting, clawbacks, stock ownership/retention, and prohibit hedging/pledging; double-trigger applies to severance and equity vesting .
Investment Implications
- Compensation alignment: CEO compensation is heavily at-risk and equity-based, with AIP tied to Adjusted EBITDA and PSUs tied to 3-year Adjusted EPS and Sales; strong say-on-pay (>92%) suggests investor support for pay design .
- Retention and CIC dynamics: Robust double-trigger severance (2.5x base+target AIP) and equity vesting apply only upon qualifying termination; following the September 22, 2025 change in control, officers remained in role at close, implying no immediate payouts without post-CIC termination .
- Insider selling pressure: No options outstanding and 2024 policy-restricted selling; RS/RSU three-year schedules and 10b5-1 guidelines reduce discretionary timing risk; hedging/pledging prohibited, lowering alignment risks .
- Ownership: CEO beneficial ownership is <1%, but ownership guidelines require 500% of salary and retention of net shares until compliant; Company disclosed compliance/progress for NEOs and no 2024 sales, supporting alignment .
- Execution track record: Transformation program delivering sustained EBITDA and cash flow gains, strategic acquisitions (55 store additions), and margin improvements; these support PSU achievement prospects but final payouts depend on multi-year EPS/Sales performance through FY2026–FY2027 .