Jack Stahl

About Jack Stahl

Jack Stahl (age 72) is UNFI’s Independent Chair and a member of the Nominating & Governance Committee; he has served on the Board since June 2019 and was appointed by the independent directors to a fifth consecutive term as Independent Chair in September 2025 . Stahl is an independent director under NYSE rules and SEC standards, with UNFI disclosing nine of ten directors, including Stahl, are independent . His background includes CEO of Revlon (2002–2006) and President/COO (2000–2001) and earlier CFO roles at The Coca‑Cola Company during a tenure that began in 1979, bringing large‑scale consumer, finance, and operational leadership to UNFI .

Past Roles

External Roles

No related‑party transactions involving Stahl are disclosed; UNFI notes an immaterial ordinary‑course relationship with a company tied to another director (Funk), with independence preserved .

Board Governance

• Current roles: Independent Chair; Nominating & Governance Committee member .
• Prior UNFI committee service: Compensation Committee member (2019–2020), Compensation Committee Chair (2020–2021), Audit Committee member (2021–2023) .
• Independent Chair responsibilities include leading the Board, setting agendas, chairing meetings and executive sessions, liaising with the CEO, input on committee membership, overseeing CEO evaluation and succession, and retaining advisors for the Board; chair role elected annually with rotation considered every 5–7 years .
• Board and committee activity/attendance: In fiscal 2025, the Board met 8 times; all directors attended at least 75% of Board and committee meetings; independent directors held executive sessions after each regular quarterly Board meeting; all current directors attended the last annual meeting .
• Nominating & Governance Committee: 5 meetings in fiscal 2025; oversees governance principles, board composition, evaluations (including third‑party assessment in fiscal 2025), sustainability policy oversight, CEO succession, related‑party transaction review, and certain compliance matters .

Fixed Compensation

UNFI’s non‑employee director pay uses cash retainers plus time‑based RSUs; in Dec 2024 the Board approved increases effective Jan 2025 (+$5k cash director retainer; +$25k Independent Chair retainer) and raised the annual equity grant by $5k effective fiscal 2026 .

Director pay components (policy level):

• Annual cash retainers: $110,000 per director; $150,000 Independent Chair; $30,000 Audit Chair; $20,000 Compensation Chair; $20,000 Nominating & Governance Chair .
• Annual RSU grant: $175,000 value (one‑year vesting); increased by $5,000 starting fiscal 2026 .
• Expenses: Reasonable expense reimbursement for meeting attendance .
• Non‑employee director total annual comp cap: $800,000 (cash + grant date value) under equity plan .

Performance Compensation

Directors receive time‑based RSUs (no performance metrics), vesting one year from grant; awards are subject to clawback/recoupment policies and equity plan best practices (no repricing; 1‑year minimum vesting with limited exceptions; double‑trigger CIC) .

Other Directorships & Interlocks

UNFI’s related‑party review is run by the Nominating & Governance Committee; no Stahl‑related transactions were disclosed .

Expertise & Qualifications

• UNFI discloses Stahl has extensive leadership and board experience with a long‑term record of profit and value creation across stable and turnaround environments, plus brand building, customer relationship optimization, and cost reduction skills from Coca‑Cola and Revlon—highly relevant to UNFI’s scale and transformation efforts .
• As Independent Chair, he drives agenda setting, CEO evaluation, and succession oversight—key levers for board effectiveness—and was reappointed for a fifth term in Sept 2025 under the Board’s annual leadership review framework .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independent Board leadership with a clearly defined Chair mandate; reappointed in Sept 2025 after annual review; robust executive session cadence enhances oversight .
  • High engagement and attendance (Board met 8 times; ≥75% attendance for all directors) and active Committee work; N&G ran a third‑party board/committee assessment in fiscal 2025 .
  • Director pay structure balances cash and equity with ownership alignment (5x retainer guideline), clawback/recoupment coverage, double‑trigger CIC, no repricing; compensation remains well below the $800k director cap .
  • Stahl’s deep consumer/CPG and finance/operations background enhances oversight of UNFI’s transformation, cost optimization, and customer programs .

• Watch‑items

  • Stock ownership guideline accumulation periods reset for most directors due to a sustained stock price decline; however, UNFI reports directors are compliant or on track within the reset period (mitigates alignment risk) .
  • No Stahl‑specific related‑party transactions disclosed; continue monitoring given UNFI’s policy that N&G reviews and approves such transactions (governance control is in place) .

• Compensation Mix and Trend

  • Stahl’s cash fees increased to $252,500 in FY25 from $230,000 in FY24 following a $25k increase to the Independent Chair retainer effective Jan 2025; stock awards remained $170,000, keeping total comp at $422,500 (FY25) vs $400,000 (FY24) .
  • Director RSUs are time‑based (no performance metrics), vesting in one year, aligning directors to long‑term equity without encouraging short‑term risk .

Overall, Stahl’s independent leadership, attendance record, and relevant operating/consumer expertise support board effectiveness; compensation and ownership policies show alignment with shareholders, with controls (clawbacks, double‑trigger CIC, anti‑hedging/pledging) mitigating governance risk .