James Muehlbauer

About James L. Muehlbauer

James L. Muehlbauer is an independent director at UNFI, serving on the Board since April 2019 and currently chairs the Audit Committee. He is 64 years old and brings deep finance and transformation expertise from prior executive roles at The Valspar Corporation and Best Buy. The Board classifies him as independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Chair, Audit Committee (as of 2024–2025); previously on Compensation Committee (2020–2023) and Nominating & Governance (2019–2020) .
  • Earlier service as Audit Committee member; designated an “audit committee financial expert” in the 2020 proxy year; later disclosures emphasize financial literacy of all members (designation varies over time) .
• Independence: Identified as independent by the Board in FY2025 alongside nine of ten directors (CEO not independent) .
• Attendance and engagement: UNFI reports 100% of directors met or exceeded the 75% attendance threshold; the Board met 8 times in FY2025 with executive sessions after quarterly meetings. Similar attendance statements in FY2023 and FY2022 .
• Audit Committee oversight: Committee oversees financial reporting integrity, auditor independence, internal audit, and related-party review for finance/accounting matters; Audit Committee Reports were signed each year by members including Muehlbauer in prior years .

Fixed Compensation (Director Fees)

• Structure context: UNFI pays a cash retainer plus supplemental committee/chair retainers; exact schedule not itemized in the cited excerpts, but totals reflected above .

Performance Compensation (Equity)

Performance metrics: Director grants are RSUs; proxies do not disclose performance-vesting metrics for directors (no PSUs listed), and no option awards for directors in recent years .

Vesting/quantity context (unvested RSUs held by non-employee directors at year-end):

• 3,500 per director as of 7/30/2022
• 4,591 per director as of 7/29/2023 (Mr. Mohammad different)
• 10,480 per director as of 8/3/2024 (newer directors higher)
• 6,486 per director as of 8/2/2025

Director Compensation Mix (Observed)

• Implication: Equity remains the larger component of director pay, with cash increasing after he became Audit Chair in late 2023 .

Other Directorships & Interlocks

• Current other public boards: None disclosed in UNFI’s 2024 and 2025 proxy biographies for Muehlbauer .
• Interlocks/related parties: UNFI’s independence review in FY2025 noted a customer relationship tied to another director (Funk) and deemed it immaterial; no exceptions or related-party items were disclosed for Muehlbauer .

Expertise & Qualifications

• Core credentials: Former EVP/CFO at Best Buy (2007–2013) and EVP, Chief Financial & Administrative Officer at Valspar (2013–2017), signaling strong financial oversight, strategic planning, and transformation experience .
• Financial oversight: Previously identified as an audit committee financial expert (2020 proxy); chairs the Audit Committee as of 2024–2025 .

Equity Ownership

• Ownership policy: Directors must hold stock equal to 5x annual cash retainer; hedging is prohibited. Compliance periods were reset after sustained stock price declines; directors were in compliance or on track in FY2024 and FY2025 .
• Options: No director stock options outstanding as of 7/29/2023; none indicated thereafter .
• Hedging/10b5‑1: Anti‑hedging policy applies; preclearance and trading windows enforced for insiders .

Governance Assessment

• Strengths:
  • Independence confirmed; serves as Audit Committee Chair, a critical risk and financial oversight role .
  • Robust financial qualifications (former public-company CFO) and prior designation as audit committee financial expert; repeated Audit Committee involvement including signing audit reports in prior years .
  • Solid engagement signals: Board met 8 times in FY2025 with executive sessions; all directors met attendance thresholds (≥75%) .
  • Ownership alignment: Beneficial ownership has increased over time; directors are subject to stringent ownership and anti‑hedging rules and are on track or in compliance .
• Watch items:
  • No performance‑conditioned director equity is disclosed (time‑vested RSUs are standard but offer limited performance linkage) .
  • No personal attendance percentage disclosed beyond the ≥75% threshold (common in proxies) .
  • No related-party or pledging red flags identified for Muehlbauer in recent proxies; continue to monitor future disclosures .

RED FLAGS: None specifically disclosed for Muehlbauer in independence, related-party, hedging/pledging, or attendance disclosures across the latest proxies .

Citations:

• Director biography, roles, and age:
• Independence and related-party review:
• Committee charters/oversight and Audit Committee membership history:
• Audit Committee Reports (member signatories):
• Board meetings and attendance:
• Director compensation tables and equity award details:
• Beneficial ownership tables:
• Anti-hedging/insider trading policy: