Jennifer K. Schott
Executive Vice President, Chief Legal Officer & Secretary at SYY
Executive
About Jennifer K. Schott
Executive Vice President, Chief Legal Officer & Secretary at Sysco since 2025; age 52. Prior roles include Deputy General Counsel & Assistant Corporate Secretary at Caterpillar (2019–2021) and Senior Vice President, General Counsel & Secretary at Illinois Tool Works (2021–2025) . Sysco’s FY25 performance context under her tenure: revenue $81.4B (+3.2% YoY), adjusted operating income $3.5B, adjusted EPS $4.46; the company returned ~$2.3B via dividends and repurchases . Company PSU payout for the FY23–FY25 cycle was 56.14%, with relative TSR at the 25.2nd percentile vs. S&P 500, signaling incentive sensitivity to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caterpillar Inc. | Deputy General Counsel & Assistant Corporate Secretary | 2019–2021 | Senior legal leadership for a global industrial; board/secretary function exposure . |
| Illinois Tool Works Inc. | Senior Vice President, General Counsel & Secretary | 2021–2025 | Led corporate legal and governance; signed multiple SEC filings as corporate officer . |
| Discover Financial Services | Vice President, Assistant General Counsel & Assistant Secretary | 2016 | Corporate legal and disclosure; SEC signatory on 8‑K . |
External Roles
No public company board service disclosed in Sysco’s FY25 10‑K executive officer profiles or 2025 proxy; filings list Schott solely in her Sysco officer capacity (including as signing Corporate Secretary for the proxy/meeting notice) .
Performance Compensation
Company incentive architecture relevant to EVPs:
- Annual Incentive Plan (AIP) metrics and FY25 design (70% financial, 30% strategic) .
- Long-Term Incentive Plan (LTIP) components: PSUs (50%), RSUs (30%), Stock Options (20%); PSU metrics over three years: adjusted EPS (37.5%), ROIC (37.5%), revenue growth (25%), with a ±25% relative TSR modifier vs. S&P 500; PSUs cliff-vest at end of the 3-year period; RSUs and options vest ratably over three years; options have 10‑year expirations .
| FY25 AIP Financial Measures | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Operating Income (adj., $B) | 50% | 3.516 | 3.742 | 3.899 | 3.523 | 51.52% |
| Sales Revenue ($B) | 20% | 80.421 | 83.181 | 85.152 | 81.370 | 67.19% |
| FY25 AIP Strategic Objectives | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Local Case Growth | 10% | 0.50% | 4.00% | 6.00% | 0.60% | 51.40% |
| USBL Cost per Piece | 10% | 103% of Target | 100% | 97% of Target | 102% | 70.00% |
| Engagement Improvement (removed for FY26) | 10% | -1% | 1% | 3% | 2% | 150.00% |
| LTIP PSU Design | Metric weighting | Vesting | TSR modifier |
|---|---|---|---|
| Adjusted EPS | 37.5% | 3‑year cliff | ±25% vs. S&P 500 (25th/75th percentile) |
| ROIC | 37.5% | 3‑year cliff | ±25% |
| Revenue growth | 25% | 3‑year cliff | ±25% |
Notes:
- FY26 AIP sharpened focus to operating income (45%) and sales revenue (25%); SBOs now USB cost per piece (15%) and local case growth (15%) .
- FY23 PSU cycle certified at 56.14% aggregate payout; relative TSR at 25.2nd percentile implied -23.20% TSR modifier .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 7x salary; Executive Vice Presidents 4x; Senior Vice Presidents 2x; five-year compliance window; retention requirements for option exercises and vested RSUs/PSUs to support compliance .
- Hedging and pledging prohibited; executives must trade only via pre-approved Rule 10b5‑1 plans with SEC cooling-off compliance; trading blackout windows enforced; pre-approval committee includes the Board Chair, Governance Committee Chair, and the Chief Legal Officer (Schott) .
- Section 16(a) reporting: company states timely filings by executive officers and directors for FY25 .
- Aggregate beneficial ownership for all directors and executive officers (19 persons): 2,677,308 shares, ~0.56% of outstanding; individual breakdowns are disclosed for directors and NEOs only .
| Ownership & Trading Policy | Requirement |
|---|---|
| EVP stock ownership | 4x base salary |
| Hedging/Pledging | Prohibited |
| Trading mechanics | 10b5‑1 only; blackout windows; pre-approval; SEC cooling-off periods |
Employment Terms
Sysco standardized severance arrangements for Executive Vice Presidents; change-in-control uses a double-trigger (CIC + qualifying termination within 12 months before/24 months after CIC) .
| Scenario (EVP) | Cash severance | AIP treatment | Health benefits | Outplacement |
|---|---|---|---|---|
| Non‑CIC termination without Cause / resignation for Good Reason | 2x base salary | Pro‑rated AIP based on actual performance; paid with other execs | COBRA premium reimbursement above active rates for 18 months | Up to 12 months |
| CIC termination without Cause / resignation for Good Reason | 2x (base salary + target AIP) | Pro‑rated AIP based on actual performance; paid with other execs | COBRA premium reimbursement above active rates for 18 months | Up to 12 months |
Additional protections:
- Protective Covenants Agreement required for equity awards: non-compete/solicit, confidentiality; violations can forfeit equity/SERP/EDCP/MSP benefits .
- Clawbacks: incentive compensation recoverable for restatements or misconduct causing material financial/reputational harm; Dodd-Frank clawback policy adopted per NYSE/SEC rules .
Compensation Governance Context
| Item | FY | Data |
|---|---|---|
| Say‑on‑Pay approval | 2023 | 93.37% |
| Say‑on‑Pay approval | 2024 | 93.80% |
Compensation Peer Group (FY25 benchmarking): companies across logistics/distribution, consumer products, retail; Sysco sits ~53rd percentile market cap and ~58th percentile revenue vs. peers .
| Company | Market Cap ($MM) | Revenue ($MM) | Employees |
|---|---|---|---|
| Aramark | 9,883 | 17,545 | 266,680 |
| ADM | 24,176 | 85,530 | 43,213 |
| Bunge | 10,857 | 53,108 | 23,000 |
| Costco | 406,731 | 258,805 | 333,000 |
| Dollar General | 16,675 | 40,166 | 194,200 |
| Dollar Tree | 16,115 | 13,933 | 139,572 |
| FedEx | 67,759 | 87,393 | 405,000 |
| Kimberly-Clark | 43,700 | 20,058 | 38,000 |
| Kroger | 44,249 | 149,879 | 409,000 |
| Loblaw | 56,955 | 42,333 | 220,000 |
| Lowe’s | 139,356 | 83,722 | 215,500 |
| Performance Food Group | 13,173 | 56,501 | 42,785 |
| Target | 61,941 | 107,570 | 440,000 |
| Tyson Foods | 20,459 | 53,613 | 138,000 |
| UPS | 107,610 | 91,070 | 372,180 |
| US Foods | 15,714 | 37,877 | 30,000 |
| Walgreens | 8,056 | 150,410 | 252,500 |
| Yum! Brands | 37,440 | 7,549 | 40,000 |
| Sysco | 37,559 | 80,570 | 75,000 |
Equity Ownership & Compensation Tables (Schott-specific)
- Sysco’s proxy discloses individual beneficial ownership for directors and NEOs; Jennifer K. Schott (EVP, Chief Legal Officer & Secretary) is not a named executive officer in FY25, and her individual ownership and compensation figures are not disclosed in the proxy tables reviewed .
- Security ownership for “All Directors and Executive Officers as a Group (19 persons)” is provided for context (2,677,308 shares; 0.56%) .
Governance & Trading Policies (pressure and alignment)
- Stock trading: executive officers must use pre‑approved Rule 10b5‑1 plans; hedging/pledging prohibited, which mitigates forced selling or collateral-driven pressure and strengthens alignment .
- Equity vesting cadence: RSUs/options vest ratably; PSUs cliff-vest after three years, focusing retention and long-term performance; no dividend equivalents paid unless awards are earned .
Risk Indicators & Red Flags
- Related party transactions: the Board reviewed transactions since June 30, 2024 and determined none required disclosure under SEC rules .
- Clawbacks: robust policies for restatements and misconduct; Dodd‑Frank-compliant clawback adopted .
- Trading risk controls: blackout windows and pre-approval requirements reduce opportunistic trading risk; hedging/pledging bans reduce misalignment .
- Say‑on‑Pay support has been strong, indicating investor acceptance of pay structure and alignment (93.37% in 2023; 93.80% in 2024) .
Employment Terms
| Clause | Detail |
|---|---|
| Double‑trigger CIC | CIC + qualifying termination required for accelerated vesting; aligned across LTIP/MSP/SERP/EDCP; 280G best‑net cutbacks referenced in change‑in‑control quantification for certain NEOs (policy framework) . |
| Protective covenants | Non‑compete/solicit, confidentiality; equity and plan benefits subject to forfeiture upon violation . |
| Severance (EVP standard) | See table above; structured to avoid negotiations and support retention while maintaining pay-for-performance . |
Investment Implications
- Alignment: As Chief Legal Officer, Schott enforces trading, hedging, and ownership policies that materially reduce pledging/hedging risks and enforce Rule 10b5‑1 discipline—positive for insider-trading governance and reduced selling pressure .
- Retention: EVP-standard severance with double‑trigger CIC and long‑dated, performance‑sensitive equity (3‑year PSU cliff; 3‑year RSU/option ratable vesting) supports retention while tying realized pay to operating income, revenue, EPS, ROIC, and TSR outcomes .
- Execution risk: FY25 AIP paid ~66% at company level, PSUs certified at 56.14% for FY23 cycle—signals disciplined calibration of incentives to performance; governance and clawback frameworks mitigate adverse behavior risks .
- Data gaps: Her specific base salary, bonus targets, grants, and individual ownership are not disclosed as she was not an FY25 NEO; ongoing monitoring of Section 16 filings and future proxies is warranted to track any insider selling pressure or changes in compensation alignment .