Peter Larkin
About Peter J. Larkin
Independent director of ReposiTrak, Inc. since August 2019; age 71. Former President & CEO of the National Grocers Association (NGA) and NGA Foundation (2010–2019), with a four-decade career in grocery industry government affairs and trade associations. Education: B.A., Political Science, University of Vermont. The proxy notes no bankruptcies, criminal proceedings, or material judgments/injunctions for any director nominee in the past ten years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grocers Association (NGA) and NGA Foundation | President & CEO | 2010–2019 | Led national trade association for independent grocers; deep domain knowledge of retail/wholesale grocery ecosystem |
| Larkin Public Affairs | President | 2007–2010 | Public affairs leadership relevant to regulatory/government engagement |
| California Grocers Association | President & CEO | 1996–2007 | State-level industry leadership and advocacy |
| Food Marketing Institute | VP, State Government Relations & Environmental Affairs | 1989–1996 | National policy/government relations for food industry |
| Food service industry (various) | Governmental/state affairs roles | 1976–1988 | Progressive responsibilities in industry policy and advocacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various industry-related companies and organizations | Director and advisory board member | Not disclosed | Entities not named in proxy; indicates broad industry network |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO (Mr. Fields) are independent; Larkin is independent under NYSE/SEC rules |
| Committees | Audit Committee: Member; Nominating & Corporate Governance Committee: Chair; not on Compensation Committee |
| Audit Committee financial expert | Robert W. Allen designated as financial expert (not Larkin) |
| Attendance | Each director attended ≥75% of aggregate Board and relevant committee meetings in FY2025 |
| Meeting cadence FY2025 | Board met 4 times; Audit 4; Compensation 1; Nominating & Governance 1 |
| Executive sessions | Non-executive directors hold at least four scheduled executive sessions per year; met before/after each regular meeting in 2024 |
| Board leadership | CEO and Chair roles combined under founder/CEO Randall K. Fields |
Fixed Compensation
| Component | Amount/Structure | FY2025 Larkin Reported | Notes |
|---|---|---|---|
| Annual director retainer | $75,000; payable in cash or shares at company’s discretion | $75,000 (shown as “Fees Earned or Paid in Cash”) | Proxy states two directors were paid in stock and one in cash in FY2025; the table does not specify which director received which form |
| New outside director one-time grant | $150,000 in restricted common stock; vests ratably over five years (grant at appointment) | Not applicable in FY2025 (Larkin joined 2019) | Structure disclosed, no new grant to Larkin in FY2025 |
| Committee chair/member fees | Not disclosed | — | No meeting fees disclosed |
Performance Compensation
| Element | Metrics/Terms | FY2025 Detail |
|---|---|---|
| Performance-based incentives for non-employee directors | None disclosed; director equity is time-based (for new appointees) | No performance metrics tied to director compensation disclosed |
| Equity vehicle | Restricted Common Stock (time-vested) for new director one-time grant; annual retainer may be paid in shares | No separate “Stock Awards” to Larkin in FY2025; all three directors show $75,000 in the “Fees Earned” column |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Larkin |
| Prior public company boards | Not disclosed |
| Non-profit/industry boards | Service as director/advisory board member with various industry-related organizations (entities not named) |
| Interlocks/conflicts | No specific interlocks with TRAK customers/suppliers disclosed |
Expertise & Qualifications
- Four decades of leadership across national and state grocery trade groups; deep insight into independent grocers—key to TRAK’s end-markets .
- Government relations, regulatory and environmental affairs expertise; useful for compliance and policy oversight .
- Audit Committee member (not designated financial expert) and Chair of Nominating & Corporate Governance—strong governance/process focus .
- Education: B.A. Political Science, University of Vermont .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class |
|---|---|---|
| Peter J. Larkin | 54,630 | <1% |
Policies and alignment notes:
- Insider Trading Policy prohibits hedging and generally prohibits pledging without pre-approval; pre-clearance required for directors during restricted periods .
- Beneficial ownership table for Larkin does not list options or warrants; only common shares are shown for him .
Governance Assessment
- Strengths
- Independent director; serves as Chair of Nominating & Corporate Governance and member of Audit—positions central to board effectiveness and oversight .
- Attendance at/above required threshold (≥75%); Board and committees met regularly in FY2025 (Board 4x; Audit 4x; Nominating & Governance 1x) .
- Director compensation modest and simple ($75k retainer), with flexibility to take in stock—supports alignment without complexity; no separate meeting fees disclosed .
- Company policy restricts hedging and controls pledging, reducing misalignment risk .
- Watch items
- Combined CEO/Chair structure persists, concentrating power; while Larkin chairs Nominating & Governance and sits on Audit, continued independent oversight and robust executive sessions remain important mitigants .
- Company-level related-party transactions (significant services agreement and preferred redemptions involving CEO and one director) underscore the need for vigilant committee oversight; no related-party transactions disclosed for Larkin personally .
- No director stock ownership guidelines disclosed; beneficial ownership for Larkin is <1%—alignment present but not large; however, board can and sometimes does pay retainers in stock .
RED FLAGS: None disclosed specific to Larkin (no related-party transactions, legal proceedings, or attendance shortfalls noted). Company-level RPTs and combined Chair/CEO are structural governance risks to monitor, not tied to Larkin individually.