Mahrukh Hussain

About Mahrukh Hussain

Mahrukh Hussain is General Counsel and Corporate Secretary at United Natural Foods, Inc. (UNFI), age 53, serving since May 2022. She holds a B.A. in political science from the University of Chicago and a J.D. from the University of Illinois at Urbana-Champaign . UNFI’s FY2025 delivered Net Sales of ~$32B (+4.6% YoY on a comparable 52-week basis), Adjusted EBITDA of $552M (+8.7% YoY), and reduced total debt by $230M; UNFI’s 2025 TSR implies a $100 investment grew to $136 versus peer group $228 .

Company Performance Snapshot

Past Roles

External Roles

None disclosed in UNFI’s proxy filings for Ms. Hussain .

Fixed Compensation

UNFI’s proxy does not itemize Ms. Hussain’s individual compensation (she is not a Named Executive Officer in FY2025). Executive program design emphasizes market-competitive base pay with modest perquisites, no tax gross-ups, and strong stock ownership guidelines (CEO: 6x salary; other executive officers: 3x) . All executive officers were in compliance or on track as of August 2, 2025 .

Performance Compensation

UNFI ties executive incentives to financial performance with clear short- and long-term metrics, avoiding discretionary adjustments. Annual cash incentives use Adjusted EBITDA and Free Cash Flow; long-term PSUs use 3-year cumulative Core Adjusted EPS and 3-year cumulative Free Cash Flow, with a ±10% Relative TSR modifier capped at 200% .

FY2025 Short-Term Incentive Mechanics (Company-Level)

FY2025 Long-Term Incentive Framework

• PSUs: 60% weight on 3-year cumulative Core Adjusted EPS; 40% weight on 3-year cumulative Free Cash Flow; Relative TSR modifier ±10%, max 200% payout .
• Prior PSU cycle (FY2023–FY2025): Final payout 45% after -10% TSR modifier—evidence of rigorous targets and pay-for-performance alignment .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; other executive officers 3x; hedging and pledging prohibited; quarterly preclearance and blackout windows enforced; 10b5-1 plans allowed only in open windows .
• Compliance: Executive officers were in compliance or on track within five-year accumulation periods as of Aug 2, 2025 .

Employment Terms

• Executive Severance Plan (adopted Sept 25, 2025): Double-trigger Change-in-Control; robust restrictive covenants (non-compete/non-solicit typically two years post-CoC termination; one-year post-termination for severance); confidentiality not time-limited .
• Cash benefits (summary): Other Executives—Severance 1x base (continued pay) + 1x target bonus (lump sum), prorated bonus based on actual performance, medical benefits lump sum ($35,000); CoC severance 2x base + 2x target bonus (lump sum), prorated bonus, medical benefits lump sum ($105,000) .
• Equity treatment: One-year minimum vesting; continued vesting upon retirement (age ≥59 and ≥10 years service); pro-rata vesting of RSUs and PSUs upon qualifying separation; double-trigger accelerated vesting at target for awards not assumed in CoC .

Governance Interfaces Relevant to GC Role

• Compensation Committee meetings regularly attended by CEO, CFO, CHRO, and GC; GC advises on governance principles, investor perspectives, regulatory trends for compensation decisions .
• Compliance oversight: Nominating & Governance Committee oversees compliance programs under the Chief Compliance Officer, who reports to the General Counsel .
• Say-on-Pay: UNFI received ~93.9% approval at Dec 2024; continued positive investor feedback on program design; FY2025 short-term payout around 121% reflecting above-target performance .

Compensation Peer Group (Context)

UNFI benchmarks against 17 distribution and food companies; UNFI ranks 71st percentile on revenue but 13th percentile on market value, highlighting dilution considerations and the need for competitive equity to attract/retain talent .

Risk Controls & Clawbacks

• Broad recoupment policy beyond NYSE-mandated clawback: forfeiture for misconduct causing reputational or financial harm; recovery upon restatements or material inaccuracies; required disclosure of recoveries .
• No tax gross-ups on severance or CoC payments; no excessive perquisites; no guaranteed bonuses; no uncapped incentives .

Investment Implications

• Alignment: Executive pay tied to Adjusted EBITDA, Free Cash Flow, and multi-year Core Adjusted EPS should support deleveraging and cash generation—consistent with FY2025 outcomes (FCF over-target, debt reduction) .
• Governance quality: Anti-hedging/pledging, stringent clawbacks, double-trigger CoC, and ownership requirements reduce agency risk and insider pressure; limited red flags (no repricing, no gross-ups) .
• Retention: 2026 merit/LTI increases for NEOs reflect proactive retention in a transformation; while Ms. Hussain’s specific pay is undisclosed, Executive Severance Plan and ownership policies provide structural retention and alignment .
• Trading signals: Anti-hedging/pledging and preclearance dampen predictive value of insider trades; monitor equity plan share authorizations and PSU payout trajectories for dilution and performance signaling .