Ann E. Ziegler
US Foods HoldingAbout Ann E. Ziegler
Independent director of US Foods Holding Corp.; age 66; director since 2018. Former Senior Vice President and Chief Financial Officer of CDW Corporation (2008–2017) with prior senior finance roles at Sara Lee and earlier experience as a corporate attorney at Skadden Arps, bringing deep finance, governance, and risk oversight expertise to the board . She is in compliance (or on track) with director stock ownership guidelines and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Senior Vice President & Chief Financial Officer | 2008–2017 | Led financial reporting, internal controls, and capital allocation |
| Sara Lee Food & Beverage | Senior Vice President, Administration & Chief Financial Officer | 2005–2008 | Division CFO; governance and risk management |
| Sara Lee Bakery Group | Chief Financial Officer | 2003–2005 | Division CFO; operations and controls |
| Sara Lee Corporation | Senior Vice President, Corporate Development | 2000–2003 | M&A and corporate strategy |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate Attorney | Not disclosed | Legal and transactional foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reynolds Consumer Products Inc. | Director | Since 2020 | Public company board service |
| Wolters Kluwer N.V. | Supervisory Board Member | Since 2017 | Global provider of information software and services |
| Smart Museum of Art, University of Chicago | Board of Governors | Not disclosed | Non-profit governance |
| Groupon, Inc. | Director | 2014–2020 | Prior public company board |
| Hanesbrands Inc. | Director | 2008–2023 | Prior public company board |
Board Governance
- Independence: Independent director (NYSE standards) .
- Committee roles: Chair, Nominating & Corporate Governance Committee; Member, Executive Committee .
- Attendance and engagement:
- Board met 6 times in FY2024; each director attended at least 75% of Board/Committee meetings on which they served .
- Nominating & Corporate Governance Committee met 4 times in FY2024 .
- Executive Committee did not meet in FY2024 .
- Independent directors meet in executive session on a regular basis .
- Responsibilities as Nominating & Governance Chair include board refreshment, director selection criteria, self-evaluations, corporate sustainability oversight, governance policy review, and director compensation recommendations .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (USFD) | $120,000 | Actual cash paid to Ann E. Ziegler |
| Stock Awards (Grant-date value) | $175,004 | 3,179 RSUs granted on May 15, 2024; fair value $55.05 per share; vest on earlier of first anniversary or next annual meeting |
| Total | $295,004 | FY2024 total compensation |
| Program Elements (for non-employee directors) | — | Cash retainer $100,000; Committee Chair retainer: Nominating $20,000; Audit Chair $25,000; Committee member retainer: Audit $12,500; Comp/NCG $10,000; Executive Committee special one-time fee eligibility $20,000; annual RSU grant $175,000 value |
Director stock ownership guidelines: 5x annual cash retainer ($500,000) within five years; all applicable directors compliant or on track at FY2024 year-end . Meridian assists with director compensation review; Board adopted recommendations (no changes for FY2024) .
Performance Compensation
- Non-employee director pay at US Foods is not performance-based; annual RSUs are time-based and vest on schedule as noted above .
- No performance metrics (e.g., EBITDA, TSR) are used for director compensation; metrics apply to executive AIP/LTIP, not directors .
Other Directorships & Interlocks
| Company | Relationship to US Foods | Conflict/Interlock Notes |
|---|---|---|
| Reynolds Consumer Products Inc. | External board | No related-party transactions involving directors reported in FY2024; none disclosed for Ziegler |
| Wolters Kluwer N.V. | External board | No related-party transactions involving directors reported in FY2024; none disclosed for Ziegler |
US Foods states there were no transactions >$120,000 in FY2024 involving the Company and any director, nominee, executive officer, their immediate family members, or beneficial holders >5% (other than a stock repurchase from a 5% holder) .
Expertise & Qualifications
- Skills from board matrix and biography: accounting/finance, risk management, governance, technology, food industry and marketing/strategy .
- Significant public company CFO experience and M&A leadership; corporate governance oversight and sustainability oversight via Nominating & Governance chair role .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned | 30,622 |
| Shares outstanding (Record Date) | 230,517,399 |
| Ownership % of shares outstanding | 0.013% (30,622 / 230,517,399) |
| Unvested RSUs at FY-end 2024 | 3,179 (vest May 15, 2025) |
| Stock options held | None listed for Ziegler |
| Ownership guidelines compliance | All directors compliant or on track |
| Hedging/pledging policy | Directors are prohibited from hedging, short sales, margin loans, and pledging of Company stock |
Insider Trades (Form 4 and director grants)
| Date | Transaction | Shares | Price/Value | Notes |
|---|---|---|---|---|
| May 15, 2024 | Director RSU grant | 3,179 | $175,004 | Annual director grant; vest earlier of one year or next annual meeting |
| May 22, 2025 | Form 4 filed (RSUs) | Not disclosed in snippet | — | RSUs granted; vest on one-year anniversary per filing |
Section 16 compliance: Company believes all Section 16(a) filing requirements applicable to directors were complied with during FY2024 .
Governance Assessment
- Board effectiveness: Ziegler chairs the Nominating & Corporate Governance Committee, leading board refreshment, director evaluation, and sustainability oversight; she also sits on the Executive Committee with other committee chairs (independent) .
- Independence and engagement: Independent director; regular executive sessions; attendance at least 75% and all directors attended the annual meeting, indicating engagement .
- Alignment and incentives: Director compensation mix emphasizes equity ($175k RSUs annually) alongside cash retainer, with robust ownership guidelines (5x retainer), promoting long-term alignment .
- Conflicts/related-party exposure: No related-party transactions involving directors in FY2024; anti-hedging/anti-pledging policy reduces alignment risks; Executive Committee did not meet in FY2024 (no incremental governance risk) .
- Shareholder signals: Say-on-Pay received ~94% approval in 2024, indicating broad investor support for compensation governance; company reports proactive engagement and responsiveness (e.g., board declassification, separating Chair/CEO, enhanced sustainability disclosures) .
Overall, Ann E. Ziegler’s extensive CFO and governance experience, independent status, committee leadership, and equity-aligned compensation support board effectiveness and investor confidence; no material red flags or conflicts are disclosed in FY2024 .