Ronald L. Phillips
Executive Vice President, Chief Human Resources Officer at SYY
Executive
About Ronald L. Phillips
Ronald L. Phillips is Executive Vice President and Chief Human Resources Officer at Sysco, serving since May 2021; he is 59 and holds a B.A. in Sociology and Administration of Justice from Virginia State University and a J.D. from the University of Richmond School of Law . Under Sysco’s FY2025 performance, revenue was $81.4B (+3.2% YoY), operating income was $3.1B (GAAP), adjusted operating income was $3.523B, EBITDA was $3.995B (adjusted EBITDA $4.293B), and diluted EPS was $3.73 (adjusted EPS $4.46) . Sysco’s pay-for-performance design tied 70% of AIP to financial metrics and paid at 66.34% for FY2025, reflecting mixed target attainment; PSUs vest on three-year EPS, ROIC, and revenue with a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sysco | EVP & Chief Human Resources Officer | May 2021–present | Leads global human capital strategy; NEO subject to ownership, clawback, trading policies |
| CVS Health | SVP, Human Resources (Retail, Omnicare, Enterprise Modernization) | Oct 2018–Apr 2021 | Led HR for ~200,000 colleagues across ~9,800 retail locations and 1,100 clinics |
| Carnival Cruise Line | Chief People Officer | Oct 2015–Oct 2018 | Led global people strategy for ~40,000 shipboard and shoreside employees |
| NewYork-Presbyterian Hospital System | Chief Human Resources Officer | Sep 2013–Sep 2015 | Led HR for major academic health system |
| Comcast Corporation | SVP HR; Divisional VP HR; Regional VP HR | Sep 2004–Nov 2012 | Scaled HR leadership across divisions; enterprise HR governance |
| Ryder System | Senior HR Manager | Jul 2003–Sep 2004 | HR leadership in logistics/services |
| McDonald’s Corporation | Division Director of HR | May 1997–Jul 2003 | Field HR leadership in multinational consumer company |
External Roles
No public-company board service or external directorships disclosed for Mr. Phillips in Sysco’s proxy biographies .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $682,363 | $703,846 (paid); base set to $706,000 effective Aug 25, 2024 | EVPs reviewed annually vs market median |
| Target Bonus (% of salary) | 100% | 100% | AIP max 200% of target |
| Actual AIP Bonus ($) | $646,000 | $467,000 (66.34% payout; 1.00 modifier) | FY2025 AIP paid at 66.34% |
| All Other Compensation ($) | $80,620 | $86,625 (perqs $5,937; 401(k) $20,850; MSP $59,838) | Perqs limited; no excessive perks policy |
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Max | FY2025 Actual | Payout / Notes |
|---|---|---|---|---|---|---|---|
| AIP Financial | Operating Income (Adjusted, $B) | 50% | 3.516 | 3.742 | 3.899 | 3.523 | 51.52% of target |
| AIP Financial | Sales Revenue ($B) | 20% | 80.421 | 83.181 | 85.152 | 81.370 | 67.19% of target |
| AIP SBO | Local Case Growth (%) | 10% | 0.50% | 4.00% | 6.00% | 0.60% | 51.40% of target |
| AIP SBO | USBL Cost Per Piece | 10% | 103% of Target | 100% | 97% of Target | 102% | 70.00% of target |
| AIP SBO | Engagement Improvement (%) | 10% | -1% | 1% | 3% | 2% | 150.00% of target |
| AIP Total | Aggregate | — | — | — | — | — | NEO payout 66.34% of target; Mr. Phillips $467,000 |
| LTIP PSUs (FY2025–FY2027) | EPS (Adjusted) | 37.5% | 50% payout at threshold | 100% at target | 200% at max | 3-year averaging | TSR modifier ±25% vs S&P 500 |
| LTIP PSUs (FY2025–FY2027) | ROIC | 37.5% | — | — | — | — | As above |
| LTIP PSUs (FY2025–FY2027) | Revenue Growth | 25% | — | — | — | — | As above |
| TSR Modifier | Relative TSR Percentile | — | 25th (-25%) | 45th–55th (0%) | 75th (+25%) | — | Cap 200% total |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership | 24,858 shares owned directly; 21,695 shares underlying options deemed beneficial; total 46,553; <1% of outstanding shares |
| Outstanding awards (6/28/25) | PSUs (target + dividends): 14,246 (Aug 2024) ; RSUs: 8,373 (Aug 2024) ; Options: 22,051 unexercisable (Aug 2024, $76.54), 12,571 unexercisable + 6,286 exercisable (Aug 2023, $73.53), 7,232 unexercisable + 14,463 exercisable (Aug 2022, $85.57), 30,358 exercisable (Aug 2021, $76.94) |
| FY2025 equity grants | Grant 8/21/2024: PSUs 13,956 (fair value $1,068,192); RSUs 8,373 ($640,869); Options 22,051 ($423,600; exercise $76.54; 10-year term) |
| Vesting schedules | RSUs and options vest ratably over three years; RSUs/options from Aug 2024: 1/3 vested 8/21/2025; next 8/21/2026, 8/21/2027 . 2023 RSUs/options vest 9/11/2024, 9/11/2025, 9/11/2026 . 2023 PSUs performance period ends 6/27/2026; 2024 PSUs end 7/3/2027 |
| Ownership guidelines | EVPs must hold 4x base salary; all NEOs exceeded or on track as of 9/17/2025 |
| Hedging/pledging | Prohibited for directors and executive officers; trades only via pre‑approved Rule 10b5‑1 plans with cooling-off; blackout windows enforced |
Employment Terms
- Severance: EVP standardized agreements (July 2020). Non‑CoC termination: 2x base salary, pro‑rated AIP at actual performance, 18 months COBRA differential reimbursement, up to 12 months outplacement . Change in Control termination: 2x (base + target AIP), pro‑rated AIP at actual performance, 18 months COBRA differential reimbursement, up to 12 months outplacement; double trigger (termination within 24 months of CoC) .
- Protective Covenants: confidentiality, non‑disparagement, non‑compete and non‑solicit for two years post‑termination; equity and certain plan benefits forfeitable upon breach .
- Quantified benefits if event on 6/28/2025 (illustrative): Involuntary termination w/o cause/good reason—$1,412,000 severance; CoC termination—$2,824,000 severance; death/disability CoC/other amounts include PSU, RSU/option acceleration, insurance, other payments per table .
- 280G “best‑net” cutback applies for Mr. Phillips under CoC termination .
Compensation Structure Analysis
- Mix and at-risk pay: In FY2025, Mr. Phillips’ total comp was $3.39M, with $1.71M stock awards and $0.42M options; variable pay tied to company performance dominated over base ($703,846) . AIP weighted 70% to financials and 30% to strategic objectives; payout at 66.34% signals pay discipline when targets are missed .
- Shift toward PSUs/RSUs/options: FY2025 LTIP allocation: 50% PSUs, 30% RSUs, 20% options; three-year PSU horizon with TSR modifier tightly links equity to longer-term value creation .
- Clawbacks: Robust clawbacks covering cash and equity for restatements or misconduct, plus Dodd‑Frank compliant recovery for erroneous awards; strong governance deterrent against misaligned outcomes .
- Perquisites: Limited and disclosed; no excise tax gross‑ups upon CoC; policy prohibits repricing/exchange of underwater options without shareholder approval .
Pension, Deferred, and Benefits
| Plan | FY2025 Mr. Phillips Activity |
|---|---|
| MSP (Management Savings Plan) | Executive contributions $46,312; company contributions $59,838; earnings $26,278; balance $339,458 |
| 401(k) | Company contributes 3% of eligible earnings plus match $0.50 on first 6% |
| SERP/Pension | Not a participant; (only Mr. Bertrand is participant among NEOs) |
| Insurance/Wellness | Additional life, AD&D, long-term care, comprehensive wellness exam; included in perquisites |
Governance, Peer Group, and Say‑on‑Pay
- Peer Group: 18 companies spanning logistics, distribution, consumer products, retail (e.g., Costco, UPS, FedEx, Kroger, Lowe’s, US Foods, PFG) used to benchmark compensation; Sysco positions near median on market cap/revenue .
- Say‑on‑Pay: 93.80% approval in 2024; programs emphasize pay-for-performance with stock ownership requirements and clawbacks .
Selected Company Performance Context (for compensation linkage)
| Metric ($USD Millions/Billions) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Sales (GAAP, $B) | 76.325 | 78.844 | 81.370 |
| Operating Income (GAAP, $B) | 3.039 | 3.202 | 3.088 |
| Operating Income (Adjusted, $B) | 3.210 | 3.481 | 3.523 |
| EBITDA (GAAP, $B) | — | 4.045 | 3.995 |
| EBITDA (Adjusted, $B) | — | 4.192 | 4.293 |
| Diluted EPS (GAAP) | 3.47 | 3.89 | 3.73 |
| Diluted EPS (Adjusted) | 4.01 | 4.31 | 4.46 |
Investment Implications
- Alignment: Strong alignment via PSUs tied to EPS, ROIC, revenue, plus a TSR modifier; stringent stock ownership (4x salary for EVPs), prohibitions on hedging/pledging, and mandatory 10b5‑1 plans reduce misalignment and opportunistic trading risk .
- Retention risk: Severance provides 2x salary (non‑CoC) and 2x salary+target bonus (CoC) with double‑trigger vesting—competitive but not excessive; two‑year non‑compete/non‑solicit and clawbacks support retention and ethical conduct .
- Selling pressure: Trades restricted to windows under 10b5‑1; no pledging allowed; insider selling pressure likely moderated by policy structure; monitor Form 4s for plan‑based sales cadence .
- Pay-for-performance signals: FY2025 AIP paid 66.34% amid partial target misses, evidencing discipline; multi‑year PSU design incentivizes sustained execution of Sysco’s growth algorithm .
- Upside/Downside: PSU TSR modifier introduces market-relative risk/return sensitivity; absence of excise tax gross‑ups and option repricing limits shareholder-unfriendly practices .