Albert Carey
About Albert Carey
Albert P. Carey, age 74, serves as Executive Chairman of Unifi, Inc. He has been a director since 2018 and became Executive Chairman in April 2019 following a brief stint as Non‑Executive Chairman (Jan–Mar 2019) . Carey spent 38 years at PepsiCo with senior roles including CEO, PepsiCo North America (2016–2019), CEO, PepsiCo North America Beverages (2015–2016), CEO, PepsiCo Americas Beverages (2011–2015), and President & CEO, Frito‑Lay North America (2006–2011); prior to PepsiCo he spent seven years at Procter & Gamble . Company performance context during his board tenure includes cumulative total shareholder return (TSR) of $44.90 on a hypothetical $100 initial investment by FY2025 vs $50.47 (FY2024) and $69.15 (FY2023), while Net Loss was $(20,348)k and Adjusted EBITDA $(11,551)k in FY2025; peer S&P SmallCap 600 TSR was $169.09 in FY2025 and FY2025 actual Adjusted EBITDA and Asia Adjusted EBITDA were $(11.6)M and 5.5M RMB, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo North America | Chief Executive Officer | Mar 2016 – Jan 2019 | Led large-scale consumer operations across beverages and snacks . |
| PepsiCo North America Beverages | Chief Executive Officer | Jul 2015 – Mar 2016 | Oversaw beverage segment strategy and execution . |
| PepsiCo Americas Beverages | Chief Executive Officer | Sep 2011 – Jul 2015 | Managed Americas beverages portfolio and integration . |
| Frito‑Lay North America | President & CEO | Jun 2006 – Sep 2011 | Drove category leadership and operational efficiency . |
| Procter & Gamble | Various roles | ~1974–1981 (7 years) | Early career in consumer products discipline . |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Home Depot, Inc. | Director | Until May 2024 . |
| Omnichannel Acquisition Corp. | Director | Until Jun 2022 . |
| Purple Crow | Director | Current . |
| University of Maryland | Chairman, Board of Trustees | Current . |
| Bridgeport Rescue Mission (CT) | Chairman, Board of Directors | Current . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 350,000 | 349,953 | 699,906 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | 1,050,000 | 1,049,953 | 1,399,906 |
Carey does not participate in the Company’s annual incentive compensation plan .
Performance Compensation
Annual Incentive Plan (AIP)
| Plan | Participation | Metric | FY2025 Target | FY2025 Actual | FY2025 Payout |
|---|---|---|---|---|---|
| Executive AIP | Not eligible | N/A | N/A | N/A | N/A |
FY2025 AIP metrics for other NEOs were Adjusted EBITDA and Asia Adjusted EBITDA; mid‑year the Compensation Committee substituted a single objective: sale of the Madison Facility (net proceeds ≥$40M), paying 75% of AIP target upon completion. Carey was not a participant .
Long‑Term Incentives (Equity)
| Grant Date | Award Type | Number of Units | Performance Metric | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| 10/29/2024 | RSUs | 51,088 | Service-based | 25% on 11/28/2025; 25% on 10/29/2026; 50% on 10/29/2027 | 349,953 |
| 10/29/2024 | PSUs (target) | 51,088 | Adjusted Free Cash Flow (FY2025–FY2027) | 50–200% vesting upon goal attainment; service requirement | 349,953 |
| 11/06/2023 | RSUs | 54,096 | Service-based | 25% on 12/06/2024; 25% on 11/06/2025; 50% on 11/06/2026 | — |
| 11/06/2023 | PSUs | 54,096 (grant) | 3‑yr cumulative EPS (FY2024–FY2026) | As of 6/29/2025, below threshold; not expected to vest | — |
| 11/21/2022 | RSUs | 41,544 | Service-based | 25% on 12/21/2023; 25% on 11/21/2024; 50% on 11/21/2025 | — |
PSUs generally vest 50–200% based on performance achievement; the 2025 PSU program uses Adjusted Free Cash Flow, while the 2024 PSU program used cumulative EPS; 2024 PSU tracking was below threshold by 6/29/2025, while 2025 PSU progress was at target .
Option Awards (Exercisable)
| Option Grant | Number Exercisable | Exercise Price ($) | Expiration |
|---|---|---|---|
| 01/29/2019 | 32,894 | 21.02 | 01/29/2029 |
| 05/01/2020 | 100,000 | 11.74 | 05/01/2030 |
| 05/01/2020 | 100,000 | 11.74 | 05/01/2030 |
| 10/29/2020 | 51,852 | 15.10 | 10/29/2030 |
Note: 333,000 options granted to Carey on 05/01/2020 failed to vest and were canceled because the market condition was not satisfied .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 408,454 shares; includes exercisable options and RSUs/vested units convertible within 60 days . |
| Ownership % of Shares Outstanding | 2.22% (based on 18,360,663 shares outstanding as of 9/2/2025) . |
| Composition (breakdown) | Includes 284,746 shares via currently exercisable options and 74,435 shares via RSUs/vested share units convertible within 60 days . |
| Hedging/Pledging Policy | Company prohibits hedging and short selling; pledging or margin purchases require prior Audit Committee approval . |
| Officer Stock Ownership Guidelines | CEO: ≥3x salary; Other executive officers: ≥2x salary; all covered officers in compliance in FY2025; counting vested RSUs, in‑the‑money options, and pro‑rata PSUs (valued at fiscal‑year average closing price) . |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Carey’s agreement provides base salary and reimbursement of business expenses; not eligible to receive bonuses or participate in Company compensation plans/benefits available to other executives; no severance benefits . |
| Non‑Compete/Non‑Solicit | Executives agree to a 12‑month post‑termination non‑compete and non‑solicit (applies to covered executives including Carey) . |
| Change‑of‑Control (Equity) | All unvested RSUs and target PSUs vest upon a Change of Control if no qualifying Replacement Award; provisions include accelerated vesting or full payout depending on circumstances . |
| Clawback Policy | Robust clawback for annual and long‑term incentive awards; no option repricing; no excise tax gross‑ups . |
Hypothetical Payments – Equity Acceleration (as of 6/27/2025)
| Type of Payment or Benefit | Change of Control ($) | Termination Without Cause After Age 65 ($) | Termination Due to Death or Disability ($) | Approved Retirement ($) |
|---|---|---|---|---|
| Albert P. Carey – Accelerated Equity Awards | 1,140,308 | 678,377 | 867,353 | 89,234 |
Carey has no cash severance; acceleration pertains to equity only. RSUs accelerate on termination without cause after age 65; PSUs earn pro‑rata based on performance in certain scenarios .
Board Governance
| Governance Dimension | Details |
|---|---|
| Role | Executive Chairman (non‑independent) . |
| Director Since | 2018 . |
| Committee Roles | Member, Strategy & Finance Committee (3 meetings in FY2025; Chair: Ramlo; other members: Blake, Ingle) . |
| Independence | Board majority independent; Lead Independent Director: Suzanne M. Present (reappointed Oct 2024) . |
| Dual‑Role Implications | Roles of Chairman and CEO are separated; governance mitigants include Lead Independent Director authority over executive sessions and agendas . |
| Standing Committee Memberships | Carey is not listed on Audit, Compensation, or Corporate Governance & Nominating Committees . |
| Board Meeting Attendance | Board held 8 meetings in FY2025; each incumbent director attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting . |
Director Compensation Context (Independent Directors)
- Policy: $100,000 annual retainer (cash/equity mix), plus chair/Lead Independent retainers; example FY2025 fees: Audit Chair +$15k; Compensation Chair +$10k; CGNC Chair +$10k; Strategy & Finance Chair +$50k .
- Carey’s compensation is reported as an NEO (Executive Chairman), not under director compensation .
Performance & Track Record Highlights
- FY2025 AIP mid‑year adjustment focused on strategic execution: sale of Madison Facility for $45.0M; net proceeds used to repay debt; expected annual cost savings of ~$20.0M; AIP paid at 75% of target for eligible NEOs (Carey excluded) .
- FY2025 operating metrics used for pay‑versus‑performance disclosure show Net Loss $(20,348)k and Adjusted EBITDA $(11,551)k; TSR significantly below small-cap peers, indicating challenging operating backdrop .
Compensation Committee Analysis
- Membership (FY2025): Francis S. Blake (Chair), Emma S. Battle, Kenneth G. Langone; each independent; no option repricing; no golden parachute excise tax gross‑ups; ability to engage independent consultants .
- FY2024 say‑on‑pay approval: ~92% support, indicating shareholder concurrence with compensation approach .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory say‑on‑pay approved with approximately 92% votes in favor; Board intends to continue annual say‑on‑pay until next frequency vote (no later than 2029) .
Investment Implications
- Alignment: Carey’s pay is largely fixed salary plus equity; lack of AIP participation reduces short‑term pay sensitivity to operational metrics, but PSUs link long‑term pay to Adjusted Free Cash Flow (FY2025–FY2027), improving alignment if targets are met .
- Vesting/Selling Pressure: Multiple RSU tranches vest in Nov 2025/2026/2027 (51,088 RSUs granted Oct 2024; plus residual RSUs from 2022/2023 grants), which can create periodic supply; hedging/pledging restrictions limit adverse alignment behaviors .
- Retention/Transition Risk: At age 74, termination without cause after age 65 triggers RSU acceleration and pro‑rata PSU vesting; absence of severance reduces cash downside for the Company but accelerations represent equity transfer risk in certain scenarios .
- Performance Risk: 2024 PSU program tracking below threshold (not expected to vest), signaling uncompensated outcomes if performance lags; 2025 PSU set to Adjusted Free Cash Flow with “at target” progress by 6/29/2025 .
- Governance: Separation of Chair/CEO roles with a strong Lead Independent Director mitigates dual‑role concerns, though Executive Chairman status is non‑independent; committee structures and policies (clawback, no option repricing) are investor‑friendly .