Shamim Mohammad
UNITED NATURAL FOODSAbout Shamim Mohammad
Shamim Mohammad (age 56) has served on UNFI’s Board since February 2022 and is currently Executive Vice President and Chief Information and Technology Officer at CarMax Inc. He is a registered CPA and NACD Directorship Certified, with a track record in digital transformation, technology leadership, and financial oversight . He is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarMax Inc. | EVP & Chief Information and Technology Officer | Since Apr 2021 | Led massive digital transformation across the business |
| CarMax Inc. | Senior technology roles (increasing responsibility) | Since 2012 | Strategic use of technology to drive business value |
| BJ’s Wholesale Club | IT leadership roles | Not disclosed | Technology leadership at a major retailer |
| Blockbuster, Inc. | IT leadership roles | Not disclosed | Technology leadership |
| TravelClick, Inc. | IT leadership roles | Not disclosed | Technology leadership |
| MIT Sloan CIO Leadership Award | Recipient | 2020 | Recognized for delivering exemplary business value via technology |
External Roles
| Organization | Role | Tenure | Public Company Board? |
|---|---|---|---|
| CarMax Inc. | EVP & Chief Information and Technology Officer | Since Apr 2021 | No other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; not a chair .
- Independence: Determined independent; nine of ten director nominees are independent .
- Audit Committee “financial expert”: Board determined all Audit Committee members, including Mohammad, are financial experts under SEC rules .
- Committee meeting cadence: Audit Committee held five meetings; Compensation Committee held five meetings in fiscal 2025 .
- Board engagement: Board met eight times in fiscal 2025; all Directors attended at least 75% of Board and Committee meetings; independent Directors met in executive session after each quarterly meeting .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging company stock under the Insider Trading Policy and stock ownership guidelines .
- Limits on other boards: Independent Directors may serve on up to four public boards; appointments reviewed by the Nominating & Governance Committee .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $103,750 | $105,000 | $108,750 |
Director retainer structure:
- FY2025–FY2026 policy: Annual cash retainer $110,000 (Director); Independent Chair $150,000; Chair fees: Audit $30,000, Compensation $20,000, Nominating & Governance $20,000; annual RSU grant $175,000 (effective FY2026) .
- FY2024 policy: Annual cash retainer $105,000 (Director); Independent Chair $125,000; same chair fees; annual RSU grant $170,000 .
Performance Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | $270,740 | $170,000 | $170,000 |
| Vesting Schedule | RSUs vest one year from grant date | RSUs vest one year from grant date | RSUs vest one year from grant date |
| Performance metrics tied to director compensation | None (director equity is time-based RSUs) | None | None |
Notes:
- As of August 2, 2025, each non-employee Director held 6,486 unvested RSUs; grants are time-based .
- No meeting fees; components are annual cash retainers and time-based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mohammad |
| Committee roles at other companies | Not disclosed |
| Interlocks (shared boards with customers/suppliers/competitors) | None disclosed for Mohammad; Board independence affirmed, with related-party reviews managed by Nominating & Governance Committee |
Expertise & Qualifications
- Technology leadership: Led CarMax’s digital transformation; deep IT and cybersecurity experience .
- Financial oversight: Registered CPA; strong financial expertise noted in skills/biography .
- Governance credentials: NACD Directorship Certified .
- Board skills: The Board’s skills matrix process emphasizes technology, transformation, supply chain and finance across Directors, aligning with UNFI’s strategy .
Equity Ownership
| Metric | FY 2023 (as of Oct 25, 2023) | FY 2024 (as of Oct 23, 2024) | FY 2025 (as of Oct 22, 2025) |
|---|---|---|---|
| Beneficial ownership (shares) | 7,674 | 18,154 | 24,640 |
| Ownership % of outstanding | <1% | <1% | <1% |
| Unvested RSUs (count) | — | — | 6,486 |
| Stock ownership guideline | 5× annual cash retainer; compliance by year 5; no hedging/pledging; reset accumulation periods due to stock price decline |
Notes:
- Beneficial ownership includes shares with voting/investment power and shares acquirable within 60 days under SEC rules .
- Directors are either compliant or on track within their five-year accumulation periods .
Governance Assessment
- Effectiveness: Dual committee service (Audit and Compensation) plus Audit Committee “financial expert” status supports strong oversight of financial reporting and human capital/compensation practices .
- Independence and engagement: Independent director with board-wide high engagement and attendance, including executive sessions; board met eight times in FY2025 .
- Alignment: Director pay mix includes meaningful equity (time-based RSUs), and robust stock ownership guidelines (5× retainer) with anti-hedging/pledging requirements strengthen alignment with shareholders .
- Shareholder confidence signals: Strong Say-on-Pay support (~93.9% approval in Dec 2024) and responsive Compensation Committee practices (e.g., FW Cook consultant; metrics tied to strategy) indicate positive governance reception, though Say-on-Pay pertains to executives and the broader governance program .
- Conflicts/related-party exposure: No related-party transactions involving Mohammad disclosed; related-party oversight resides with Nominating & Governance Committee, with recent examples reviewed and deemed not material (e.g., private company with Funk; Coborn’s transactions pre-appointment of a UNFI retail CEO) .
Overall: Mohammad’s technology and finance background, independence, and committee roles are positives for board effectiveness. No disclosed conflicts or red flags tied to him; policies on ownership, hedging/pledging, and board refreshment further support investor confidence .