Daphne Dufresne
UNITED NATURAL FOODSAbout Daphne J. Dufresne
Independent director at UNFI since October 2016; age 53 as of October 22, 2025. Seasoned private equity investor and board leader with 25+ years across buyouts, turnarounds, diligence and corporate finance; currently Chair of UNFI’s Compensation Committee. Prior roles include Managing Partner at GenNx360 Capital Partners (2017–2024) and Managing Director at RLJ Equity Partners (2005–2016), with earlier investing roles at Weston Presidio and Parish Capital, and structured finance at Bank of Scotland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenNx360 Capital Partners | Managing Partner | Jan 2017 – Oct 2024 | Led PE investments in underperforming businesses; M&A and turnarounds |
| RLJ Equity Partners | Managing Director | Dec 2005 – Jun 2016 | Built investment team; Carlyle partnership; capital raising |
| Weston Presidio Capital | Principal | 1999 – 2005 | Growth and buyout investing |
| Parish Capital Advisors | Venture Partner | 2005 | Fund investing for institutional LPs |
| Bank of Scotland (Structured Finance Group) | Associate Director | 1997 | Structured finance execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Awani Capital Management | Managing Partner | Apr 2025 – Present | Private equity firm leadership |
| Condor Hospitality Trust, Inc. | Director | Jun 2015 – Sep 2022 | Former public REIT board service |
Board Governance
- Independence: UNFI Board determined Daphne Dufresne is independent; 9 of 10 directors independent in 2025 .
- Committee assignments: Compensation Committee Chair (current); prior service on Nominating & Governance (2016–2021) and Audit (2017–2018) .
- Committee activity: Compensation Committee met 5 times in fiscal 2025; engages independent consultant FW Cook, oversees HCM and pay-for-performance risk .
- Attendance/engagement: Board met 8 times in fiscal 2025; all directors attended ≥75% of Board and committee meetings; executive sessions held after quarterly meetings; all current directors attended last annual meeting .
- Ownership & trading policies: Director stock ownership guidelines require 5× annual cash retainer; hedging/pledging prohibited; Directors in compliance or on track within five-year accumulation period as of Aug 2, 2025 .
- Other boards cap: Independent directors limited to max four public company boards; reviewed annually .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (Director retainer + Chair fees) ($) | $125,000 | $128,750 |
| Structure (policy) | $105,000 Director retainer; $20,000 Compensation Chair fee | $110,000 Director retainer; $20,000 Compensation Chair fee; $150,000 Independent Chair (not applicable to Dufresne) |
- No meeting fees; directors reimbursed for direct meeting expenses .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual RSUs grant (director) – grant date fair value ($) | $170,000 (one-year vest) | $170,000 (one-year vest); policy increased to $175,000 effective FY 2026 |
| Unvested director RSUs held (as of year-end) | 10,480 per director (most; new directors held 12,892) | 6,486 per director |
Executive pay program (overseen by Compensation Committee chaired by Dufresne):
- FY2025 Short-Term Incentive metrics and targets: Adjusted EBITDA (60%) threshold/target/stretch = $510/$550/$600mm; Free Cash Flow (40%) = $75/$150/$200mm; actual payout for NEOs at 121.2% based on $552mm Adjusted EBITDA and $239mm FCF .
- FY2025–FY2027 PSUs: 3-year cumulative Core Adjusted EPS (60%) and 3-year cumulative Free Cash Flow (40%); Relative TSR modifier ±10% vs S&P MidCap 400; max payout capped at 200% .
- Prior PSU cycle (FY2023–FY2025) paid at 45% after -10% TSR modifier, evidencing rigorous targets .
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock/Conflict |
|---|---|---|
| Condor Hospitality Trust, Inc. | Prior (ended Sep 2022) | No UNFI-related transactions disclosed |
- Related-party transactions: UNFI disclosed Nominating & Governance Committee reviews and approves any >$120k related-party transactions; no related person transactions reported in FY2024; FY2025 noted ordinary-course sales to Coborn’s (~$104mm) prior to the appointment of a UNFI executive (not related to Dufresne) and ratified under policy .
Expertise & Qualifications
- Board skillset: Due diligence, M&A, negotiating purchase/sale agreements, corporate finance, strategic planning; familiarity with owning/managing enterprises similar to UNFI; investor engagement experience .
- Board skills matrix: Recognized for leadership development, M&A, large-scale transformation/innovation among Board competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership | Notes |
|---|---|---|---|
| Daphne J. Dufresne | 69,099 | <1% | Includes director RSUs and any shares countable under SEC rules |
- Director RSUs unvested: 6,486 per director as of Aug 2, 2025 .
- Ownership guideline: 5× annual director retainer; compliance or on track within five-year accumulation period .
- Hedging/pledging: Prohibited under stock ownership and insider trading policy .
Governance Assessment
- Strengths: Independent status; active and experienced Compensation Committee Chair with investor-responsive changes aligning incentives to FCF and multi-year EPS; robust committee activity and use of independent consultants; clear anti-hedging/pledging policy; stock ownership alignment via 5× retainer guideline; consistent attendance and executive sessions .
- Potential risks/monitorables: Ongoing share requests to support equity plans (2025 proposal to add 1.5mm shares; cumulative dilution projected 14.4%) warrant monitoring for burn-rate discipline, though governance safeguards (no liberal share recycling, minimum vesting, no option repricing) are in place and stockholder feedback on dilution is acknowledged with actions (cash-settled awards below senior leadership in FY2025) .
- No RED FLAGS identified for Dufresne: No disclosed related-party transactions, no attendance issues, no hedging/pledging, and strong pay-for-performance oversight evidenced by prior PSU payouts below target when performance missed .
Director Compensation (Detail)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | $128,750 |
| Stock Awards ($) | $170,000 | $170,000 |
| Total ($) | $295,000 | $298,750 |
Performance Compensation (Executive Program Metrics overseen by Dufresne)
| FY2025 Annual Incentive Metrics | Weight | Threshold | Target | Stretch | Actual | Payout Driver |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | 510 | 550 | 600 | 552 | 100.4% of target; weighted 61.2% |
| Free Cash Flow ($mm) | 40% | 75 | 150 | 200 | 239 | 159.4% of target; weighted 60.0% |
| Total payout (typical NEOs) | — | — | — | — | — | 121.2% |
- FY2025–FY2027 PSU metrics: 3-year cumulative Core Adjusted EPS (60%): threshold 70%; target 100%; stretch 130%; 3-year cumulative Free Cash Flow (40%): threshold 60%; target 100%; stretch 140%; Relative TSR modifier ±10% vs S&P MidCap 400; max payout 200% .
Other Notes (Say-on-Pay & Investor Feedback)
- Say-on-Pay approval: 93.9% in Dec 2024, reflecting responsiveness and alignment of incentive metrics with strategy (including addition of Free Cash Flow) .
- Stockholder engagement: Outreach to ~80% and meetings with ~48% of outstanding shares in fiscal 2025; compensation and equity plan discussed with generally positive feedback .
Summary Signals for Investors
- Governance quality: High—independence, active committee leadership, strong engagement and documented metric rigor support investor confidence .
- Alignment: Director ownership requirements and prohibition on hedging/pledging promote long-term alignment; Dufresne’s oversight shifted incentives to FCF and multi-year EPS, capping PSU payouts and reinforcing pay discipline .
- Dilution watchpoint: Equity plan share requests and total dilution merit continued monitoring, but mitigating practices are disclosed and burn rate actions taken in FY2025 .