Mark Bushway
President of Natural, Organic, Specialty and Fresh Products and Chief Supply Chain Officer at 
UNITED NATURAL FOODS
UNITED NATURAL FOODSExecutive
About Mark Bushway
Mark Bushway is UNFI’s President of Natural, Organic, Specialty & Fresh Products and Chief Supply Chain Officer, appointed in January 2025 after serving as Chief Supply Chain Officer since December 2021 and holding multiple operations leadership roles since 2003; earlier, he spent 1989–2003 at C&S Wholesale Grocers in regional and other leadership positions . In fiscal 2025, company performance against executive incentive metrics was robust (Adjusted EBITDA $552M vs $550M target; Free Cash Flow $239M vs $150M target), leading to a 121.2% payout of annual incentives for Bushway and most NEOs; UNFI notes ~$50M Adjusted EBITDA headwind from a cybersecurity incident in fiscal 2025 . UNFI’s pay program heavily weights performance, including PSUs with a 3-year cumulative Core Adjusted EPS and Free Cash Flow, and a relative TSR modifier, aligning management incentives with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UNFI | President, Natural, Organic, Specialty & Fresh Products; Chief Supply Chain Officer | Jan 2025–present | Not disclosed |
| UNFI | Chief Supply Chain Officer | Dec 2021–Jan 2025 | Not disclosed |
| UNFI | Region President, Atlantic Region | Aug 2018–Dec 2021 | Not disclosed |
| UNFI | Region VP of Operations | Nov 2010–Aug 2018 | Not disclosed |
| UNFI | National Director of Real Estate & Construction | Nov 2008–Nov 2010 | Not disclosed |
| UNFI | Operations Project Manager | 2006–2008 | Not disclosed |
| UNFI | General Manager, Chesterfield Distribution Center | 2003–2006 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C&S Wholesale Grocers | Regional Project Manager | 2000–2003 | Not disclosed |
| C&S Wholesale Grocers | Various leadership positions | 1989–2000 | Not disclosed |
Fixed Compensation
| Component | Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | Notes |
|---|---|---|---|---|
| Base Salary (annual rate) | $556,500 | $600,000 | $660,000 (effective Nov 9, 2025) | 8% increase on promotion Jan 2025; 10% merit increase for FY26 |
| Target Annual Bonus (% of salary) | — | 94% (threshold 47%; stretch 141.1%) | No change noted | Bushway’s FY25 target prorated due to role change |
| Summary Compensation (Fiscal 2025) | Amount ($) |
|---|---|
| Salary | $574,462 |
| Stock Awards (RSUs, PSUs grant-date fair value) | $1,046,003 |
| Non-Equity Incentive Plan Compensation (AIP payout) | $654,655 |
| All Other Compensation | $11,712 |
| Total | $2,286,832 |
Performance Compensation
| Annual Incentive Plan (FY2025) | Weight | Target (Millions) | Actual (Millions) | Performance vs Target | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $550 | $552 | 100.4% | 61.2% |
| Free Cash Flow | 40% | $150 | $239 | 159.4% | 60.0% |
| Resulting AIP Payout (Bushway) | — | Target: $540,216 | Actual: $654,655 | 121.2% of target | — |
| FY2025 Equity Grants (Dec 19, 2024) | Shares/Units | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| PSUs (Threshold/Target/Max) | 11,446 / 22,892 / 45,784 | $646,012 | 3-year cumulative Core Adjusted EPS (60%) and Free Cash Flow (40%) for FY2025–FY2027; ±10% Relative TSR modifier; 200% payout cap |
| RSUs (time-based) | 15,261 | $399,991 | Vest in three equal annual installments starting Dec 19, 2025 |
| Stock Vested (FY2025) | Shares Vested | Value Realized |
|---|---|---|
| Bushway | 15,535 | $350,388 |
Equity Ownership & Alignment
| Ownership Metric (as of Oct 22, 2025 unless noted) | Value |
|---|---|
| Beneficially Owned Shares | 31,070; <1% of outstanding |
| Unvested RSUs vesting within 60 days | 11,252 |
| Stock Ownership Guidelines | 3x base salary for executive officers |
| Compliance Status | Executives in compliance or on track within 5-year period (reset after sustained stock price decline) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| 10b5-1 Plans & Trading Windows | Permitted if adopted in open window; preclearance required; blackout restrictions apply |
Employment Terms
- No employment agreements for executive officers; compensation determined by the Compensation Committee and independent directors for CEO .
- Severance: executives other than CEO generally limited to 1x base salary + bonus under existing agreements; moving to an executive severance plan starting fiscal 2026 .
- Change-in-control: double-trigger; market multiples of 2.0–2.5x (CEO only); applies to executive officers; no tax gross-ups; no excessive perquisites .
- Clawbacks: NYSE-mandated clawback plus UNFI policy enabling recoupment/forfeiture of both performance- and time-based awards in case of misconduct or restatement; applies to executive officers .
- Non-compete/non-solicit and other restrictive covenants required for executive officers and incentive plan participants (unless prohibited by law) .
- Equity grant practices: annual grants typically in Q1; grants may be delayed when seeking additional plan shares; timing not arranged around MNPI; awards expected Dec 18, 2025 under 2020 plan for FY2026 targets (Bushway target LTI $1.5M) .
Say-on-Pay & Shareholder Feedback
| Meeting | Approval |
|---|---|
| Dec 2024 Annual Meeting | 93.9% in favor |
| Dec 2023 Annual Meeting | 92.7% in favor |
UNFI increased FY2026 AIP maximum payout from 150% to 200% to align with market and incentivize outperformance; FY2026 base salary increases include Bushway +10% to $660,000 and target LTI raised to $1,500,000 .
Investment Implications
- Pay-for-performance alignment is strong: Bushway’s FY2025 cash incentive paid 121.2% of target driven by beating Free Cash Flow targets and meeting Adjusted EBITDA, indicating alignment to deleveraging and cash discipline—both central to UNFI’s multi-year strategy .
- Equity-heavy incentives and 3-year cumulative PSU metrics (Core Adjusted EPS, FCF with TSR modifier and 200% cap) temper short-termism and create retention hooks via multi-year vesting; Bushway’s FY2025 grants include target 22,892 PSUs and 15,261 RSUs with staggered time-based vesting starting Dec 19, 2025 .
- Ownership/hedging policies reduce misalignment risk: guidelines at 3x salary, prohibition on hedging/pledging, and clawbacks lower governance risk; Bushway’s beneficial ownership is modest (31,070 shares, <1%), but compliance is measured including unvested RSUs, which aids alignment during accumulation periods .
- Retention and selling pressure: upcoming RSU tranches (three annual installments beginning Dec 19, 2025) and 11,252 RSUs vesting within 60 days of Oct 22, 2025 suggest predictable windows for potential insider sales (subject to 10b5-1/blackout rules); however, program design and policy constraints mitigate adverse signaling .
- Severance economics: absence of an individual employment agreement and a general 1x severance framework (non-CEO) with double-trigger CIC provisions reduce “golden parachute” risk inflation; no tax gross-ups is shareholder-friendly .