David Best
UNITED NATURAL FOODSAbout David Best
David Best, age 47, is UNFI’s President and Chief Executive Officer, Retail (appointed August 2025). He holds a BA from Carleton College and an MBA from Duke University’s Fuqua School of Business, and previously led omnichannel, merchandising, supply chain, and analytics initiatives at General Mills and Target Corporation . UNFI’s fiscal 2025 backdrop featured Net Sales of approximately $32 billion (+4.6% on a comparable 52-week basis) and Adjusted EBITDA of $552 million (+8.7% on a comparable 52-week basis), with Free Cash Flow supporting $230 million of debt reduction and total debt of $1.86 billion as of August 2, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lakeshirts | Chief Executive Officer | Jul–Aug 2025 | Retail apparel CEO role prior to UNFI appointment |
| Coborn’s Inc. | President, Chief Operating Officer, Director | Aug 2023–May 2025 | Led operations at a grocery retailer based in St. Cloud, MN |
| General Mills | SVP, Omnichannel & Strategic Capabilities | ~4 years | Category management, retail media, digital shelf, shopper marketing/insights, analytics |
| Target Corporation | Various leadership roles | 19 years | Merchandising, supply chain, business development leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Coborn’s Inc. | Director | Aug 2023–May 2025 |
Fixed Compensation
- UNFI’s fiscal 2025 Named Executive Officer (NEO) tables do not include David Best; individual base salary, target bonus, and payouts for him are not disclosed in the proxy. NEOs were: CEO, President & CFO, CHRO, President NOS&F/CSCO, President Conventional/CCO, and former Retail CEO Andre Persaud (separated July 25, 2025) .
Performance Compensation
Annual Incentive Plan – FY 2025 (applies company-wide to executive officers)
| Metric | Weight | Target (USD mm) | Actual (USD mm) | Performance vs Target | Weighted Payout Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | 550 | 552 | 100.4% | 61.2% |
| Free Cash Flow | 40% | 150 | 239 | 159.4% | 60.0% |
| Total | — | — | — | — | 121.2% payout for NEOs |
Notes:
- Adjusted EBITDA must meet threshold for any payout to occur .
- Threshold and stretch levels were $510mm/$600mm (Adj. EBITDA) and $75mm/$200mm (FCF) .
Long-Term Incentive Plan (LTIP) – Design Changes Effective FY 2025 Grants
| Component | Weighting | Target Basis | Measurement Period | TSR Modifier | Payout Cap |
|---|---|---|---|---|---|
| Core Adjusted EPS (PSU) | 60% | 3-year cumulative targets | 3-year performance period | ±10% relative TSR | 200% inclusive of TSR |
| Free Cash Flow (PSU) | 40% | 3-year cumulative targets | 3-year performance period | ±10% relative TSR | 200% inclusive of TSR |
| RSUs | 40% of equity mix (vs. PSUs 60%) | Time-based | ≥1-year minimum vesting | N/A | N/A |
Additional context:
- Prior fiscal 2023–2025 PSU cycle paid 45% of target; TSR modifier reduced payout by 10% .
Equity Ownership & Alignment
| Policy | Requirement | Compliance Status | Hedging/Pledging |
|---|---|---|---|
| Executive stock ownership guidelines | CEO: 6x base salary; Other executive officers: 3x base salary | Five-year accumulation period; reset due to sustained stock price decline; as of Aug 2, 2025, executive officers were compliant or on track | Prohibited by stock ownership guidelines and Insider Trading Policy; 10b5-1 plans allowed only during open windows with preclearance |
| Beneficial ownership (proxy table) | — | David Best not listed among Directors/NEOs in the beneficial ownership table; no share count disclosed for him | — |
Employment Terms
Severance and Change-in-Control (CIC) Economics
| Group | Scenario | Base Multiple | Bonus Multiple | Prorated Bonus | Medical Benefits | Equity Treatment | Trigger Type |
|---|---|---|---|---|---|---|---|
| Other Executive Officers | Severance (without Cause / Good Reason) | 1x (continued pay) | 1x target (lump sum) | Yes, based on actual performance | $35,000 lump sum | Prorated/partial vesting per equity plan; RSUs vesting expected within 365 days and prorated PSUs at target (plan rules) | Single trigger (termination event under plan) |
| Other Executive Officers | CIC + termination within 12 months | 2x (lump sum) | 2x target (lump sum) | Yes, based on actual performance | $105,000 lump sum | RSUs/Options fully vest; in-progress performance awards vest at target upon termination within 12 months of CIC | Double trigger (CIC + qualifying termination) |
| All equity participants | CIC—awards not assumed | — | — | — | — | Awards vest immediately prior to CIC; performance awards vest/pay at target unless Committee determines otherwise | CIC event per plan |
Restrictive covenants:
- Severance plan and agreements include non-compete and non-solicit covenants for one year post-termination (except where prohibited by law) .
- CIC agreements include two-year non-competition and non-solicitation, and one-year IP assignment; confidentiality is perpetual .
Clawbacks:
- NYSE-mandated clawback for restatements plus broader recoupment policy enabling forfeiture for misconduct causing reputational or financial harm .
Related Party Transactions
| Counterparty | Fiscal 2025 Amount | Nature | Governance Status |
|---|---|---|---|
| Coborn’s Inc. and subsidiaries | ~$104,000,000 | Grocery products sold in the ordinary course; occurred prior to David Best’s appointment | Reviewed and ratified by Nominating & Governance Committee under Related Party Transaction Policy |
Compensation Structure Analysis
- Shift to stronger pay-for-performance: equity weighted 60% PSUs and 40% RSUs; LTIP moved to three-year cumulative performance metrics (Core Adjusted EPS and FCF) with ±10% relative TSR modifier and a 200% cap .
- Dilution management: cash-settled RSUs were issued to participants below senior leadership in fiscal 2025, conserving ~900,000 shares and reducing burn rate by ~1.5%; the company plans to return to share-settled awards as share price improves .
- Governance safeguards: no tax gross-ups on severance/CIC; robust clawbacks; no excessive perquisites; heavy variable/at-risk pay; independent Compensation Committee using FW Cook as advisor .
Performance & Track Record
- Company context in FY 2025 (first year of refreshed strategy): Net Sales ~$32B (+4.6% comparable 52-week), Adjusted EBITDA $552M (+8.7% comparable 52-week), Free Cash Flow used to reduce debt by $230M (total debt $1.86B), reflecting progress on efficiency, network optimization, and working capital .
- Prior leadership experience: David Best led omnichannel, merchandising, supply chain, and analytics programs across General Mills and Target, and served as President/COO at Coborn’s; he joined UNFI in August 2025 to lead Retail .
Equity Ownership & Pledging/Hedging Risk Indicators
- Hedging and pledging of company stock are prohibited for executive officers under ownership guidelines and insider trading policies; trades require preclearance and are limited to open windows or approved 10b5-1 plans .
- Stock ownership guidelines require 3x salary for executive officers, promoting alignment; accumulation timeline reset due to stock price decline, with executives compliant or on track as of Aug 2, 2025 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval was 93.9% in December 2024; investor outreach reached ~80% of holders and engaged ~48%, informing compensation changes (adding FCF to STI and LTIP, cumulative 3-year LTIP targets, 200% cap including TSR) .
Investment Implications
- Alignment and retention: Best is subject to strong ownership requirements (3x salary), anti-hedging/pledging rules, and double-trigger CIC protections with market-level severance—factors that support alignment but can moderate departure risk .
- Incentive design emphasizes Free Cash Flow and cumulative EPS, consistent with UNFI’s focus on deleveraging and operational efficiency; near-term payouts tied to EBITDA/FCF delivered ~121% for NEOs in FY 2025, indicating rigorous goal-setting with upside for outperformance .
- Governance risk is mitigated by robust clawbacks (including reputational harm), no tax gross-ups, and responsive dilution management; the related-party transaction with Coborn’s was pre-appointment and was formally ratified, reducing conflict risk .