Michael Funk
UNITED NATURAL FOODSAbout Michael S. Funk
Independent director with deep UNFI operating history. Age 71; on UNFI’s board since February 1996; former UNFI Chair (2003; 2008–2016) and CEO (2005–2008), with prior roles as Vice Chair, President and executive advisor. Independence affirmed by the board; Nominating & Governance reviewed ordinary-course sales to a private company where he serves on the board and deemed the relationship immaterial under UNFI’s independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNFI | Chair of the Board | Jan 2003–Dec 2003; Sep 2008–Dec 2016 | Led board during periods of strategic evolution |
| UNFI | Chief Executive Officer | Oct 2005–Sep 2008 | Oversaw operations; industry expertise |
| UNFI | Vice Chair of the Board | Feb 1996–Dec 2002 | Governance leadership |
| UNFI | Chief Executive Officer | Dec 1999–Dec 2002 | Executive leadership |
| UNFI | President | Oct 1996–Dec 1999 | Senior operations management |
| UNFI | Executive Advisor | Through Jan 1, 2019 | Advisory oversight |
| Mountain People’s Warehouse (UNFI West) | President | Jul 1976–Apr 2001 | Built UNFI’s West subsidiary footprint |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amy’s Kitchen (private) | Director | Apr 2023–Jan 2024 | Board service at supplier/brand; private company |
| Unnamed Private Company | Director | Fiscal 2025 (not specified) | UNFI sold goods to this company; N&G Committee determined relationship immaterial for independence |
Board Governance
- Committee assignments: Not currently a member of Audit, Compensation, or Nominating & Governance committees per UNFI’s director roster .
- Independence: Board classifies Funk as independent; N&G reviewed a related-party scenario and deemed it immaterial within independence standards .
- Attendance: Board met 8 times in fiscal 2025; all directors attended at least 75% of Board and committee meetings on which they served .
- Board structure: Independent Chair; regular executive sessions; 100% independent committees; 9 of 10 directors independent .
Fixed Compensation
| Component | Fiscal 2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $108,750 | Annual cash retainer; no meeting fees disclosed |
| Stock Awards ($) | $170,000 | Time-based RSUs; 1-year vest |
| RSUs Unvested (as of 8/2/2025) | 6,486 | Director grant size held at year-end |
| Director Annual Equity Grant Policy (FY 2026) | $175,000 RSU value | Based on stock price at grant; 1-year vest |
| Independent Chair fee (reference) | $150,000 cash retainer | Not applicable to Funk |
Grant event detail:
- Form 4 shows RSU grant of 6,486 units on Dec 19, 2024 to Michael S. Funk (stock award at $0.00 strike; standard director equity) .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director Equity | Time-based RSUs; vest one year from grant | None; directors do not receive performance-conditioned equity |
Other Directorships & Interlocks
| Company | Nature | Potential Exposure | Board Conclusion |
|---|---|---|---|
| Unnamed private company | UNFI sold goods in the ordinary course | Related-party consideration (director sits on that company’s board) | Reviewed and determined not material; independence maintained |
| Amy’s Kitchen | Private company board (ended Jan 2024) | Potential supplier relationship (not disclosed in proxy) | Not identified as related-party in fiscal 2025 |
Expertise & Qualifications
- Extensive industry and operations experience; prior CEO/chair and senior operations leadership at UNFI .
- Skills matrix indicates supply chain management, senior operations/CEO, large-scale transformation/innovation, M&A, and stockholder engagement experience among the board’s desired skills where Funk contributes .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 88,827 (less than 1%) | Includes 100 shares held by a child |
| RSUs held by directors (unvested) | 6,486 each (as of 8/2/2025) | Year-end status |
| Ownership Guidelines | 5x annual cash retainer; 5-year accumulation period; reset due to stock price decline; directors in compliance or on track | |
| Hedging/Pledging | Prohibited under Insider Trading Policy and stock ownership guidelines |
Insider Trades
| Date | Form | Transaction | Shares | Source |
|---|---|---|---|---|
| Dec 19, 2024 | Form 4 | Stock Award (RSUs granted) | 6,486 | |
| Dec 20, 2024 | Form 4 (index) | Filing reference (UNFI insiders, including Funk) | — |
Governance Assessment
- Strengths: Independence affirmed despite an ordinary-course related-party context; robust board governance (independent chair, executive sessions, independent committees); attendance ≥75% threshold; director ownership guidelines and no hedging/pledging support alignment .
- Compensation alignment: Director pay is modest versus responsibilities and predominantly equity-based via time-vested RSUs; annual equity grant policy formalized; RSUs vest in one year which supports ongoing service alignment .
- Potential RED FLAGS: Related-party exposure (UNFI sales to a company on whose board Funk sits) warrants monitoring, though determined immaterial by N&G; absence from standing committees limits direct committee-level oversight footprint .
- Shareholder signals: Executive Say-on-Pay support was ~94% in Dec 2024; company demonstrates responsiveness to investor feedback on governance and compensation, which generally bolsters investor confidence (contextual to overall governance, not director-specific pay) .