Carl Andrew Pforzheimer
US Foods HoldingAbout Carl Andrew Pforzheimer
Independent director at US Foods since 2017, age 63, with deep restaurant industry operating and governance experience; currently a lecturer at Harvard Business School focused on the restaurant industry. Former co-CEO of Tastemaker Acquisition Corp and founder/CEO of Barteca Holdings; provides customer-centric insights to the Board via extensive leadership across independent restaurants and restaurant technology. Determined independent under NYSE standards and compliant with director stock ownership guidelines; all directors (other than the CEO) are independent and in compliance/on track per the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Lecturer (restaurant industry course) | Current | Academic expertise; governance and strategy perspective |
| Tastemaker Acquisition Corp | Co-Chief Executive Officer; Director | Co-CEO prior to 2023; Director Aug 2020–Jun 2023 | SPAC oversight in restaurant/hospitality; capital markets exposure |
| Barteca Holdings, LLC | Founder; Chief Executive Officer; Chairman | CEO 1995–Aug 2016; Chairman Mar 2012–2018 | Built multi-location restaurant group; operational leadership and customer experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wisely, Inc. (acquired by Olo Inc.) | Lead Director | Until end of 2021 | Restaurant tech; Olo acquisition completed end of 2021 |
| Culinary Institute of America | Education Policy Committee Member | Current | Industry education/governance exposure |
| Connecticut Restaurant Association | Director (prior service) | Prior | Trade association governance |
| Various private restaurant companies | Director | Current/Prior | Private company oversight in restaurant sector |
Board Governance
- Committee assignments: Audit Committee member; not a chair. The Audit Committee met 4 times in 2024; Board met 6 times, and each director attended at least 75% of Board/committee meetings; all directors attended the annual meeting .
- Independence and engagement: Independent director; independent directors meet in executive session regularly without management; Board operates with a non-executive Chair and separated CEO/Chair roles .
- Risk oversight via Audit: The Audit Committee oversees financial reporting integrity, internal controls, enterprise risk (including cybersecurity/data security) and compliance/ethics; all members are independent and financially literate .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Member | 4 | Financial statements; internal controls; ERM including cybersecurity; compliance/ethics; auditor independence |
| Compensation & Human Capital | — | 6 (committee total) | Human capital and pay oversight (not a member) |
| Nominating & Corporate Governance | — | 4 (committee total) | Governance/sustainability oversight (not a member) |
| Executive | — | 0 (did not meet) | Urgent board actions (committee composition shown; not a member) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly |
| Audit Committee member retainer | $12,500 | Paid quarterly |
| 2024 cash fees earned | $112,500 | Sum of retainers |
| Annual RSU grant fair value | $175,004 | 3,179 RSUs granted 05/15/2024 at $55.05; vests at next annual meeting or first anniversary |
| Total 2024 director compensation | $287,504 | Fees + RSU grant |
Performance Compensation (Director)
- Non-employee directors do not receive performance-based pay; equity is time-based RSUs (grant date value ~$175,000) that vest on the earlier of the first anniversary of grant or the next annual shareholder meeting; for 2024 grants, 3,179 RSUs vest on May 15, 2025 (first anniversary) .
| Grant Type | Grant Date | Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (Director annual grant) | 05/15/2024 | 3,179 | $175,004 | Vest on earliest of 05/15/2025 or the 2025 annual meeting; deferral election permitted |
Other Directorships & Interlocks
| Company | Current Public Board | Past Public Board | Notes |
|---|---|---|---|
| US Foods Holding Corp. | Yes (USFD) | — | Independent director |
| Tastemaker Acquisition Corp | — | Yes | Director Aug 2020–Jun 2023; also co-CEO |
| Reynolds Consumer Products / UL Solutions / others | — | — | Not applicable to Pforzheimer (these apply to other directors) |
| Private restaurant/tech companies | N/A | N/A | Multiple private boards; Wisely lead director until Olo acquisition |
- Potential interlocks/conflicts: Active governance in restaurant ecosystem (US Foods customers) but no related-party transactions were disclosed for directors in 2024; the Audit Committee reviews/approves any such transactions .
Expertise & Qualifications
- Successful restaurateur with customer service and food industry leadership experience; brings sustainability, risk management, and human capital perspectives to the Board .
- Public company board experience via Tastemaker Acquisition Corp; technology/restaurant tech exposure enhances digital/customer analytics oversight .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 38,913 shares | As of record date 03/25/2025 |
| Unvested RSUs (vesting within 60 days of record date) | 3,179 units | Annual director grant scheduled to vest 05/15/2025 |
| Stock options | 0 | No options outstanding for director |
| Ownership as % of shares outstanding | ~0.017% | 38,913 ÷ 230,517,399 outstanding shares |
| Director ownership guideline | 5× cash retainer ($500,000) | Compliance/on track for all directors |
| Anti-hedging/pledging policy | Prohibited for directors/executives | Alignment safeguard; insider trading policy bans hedging/pledging |
Insider Trades
| Item | Disclosure | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Compliant for directors | Company believes all officers/directors met filing requirements in 2024 |
Governance Assessment
- Positives: Independent status; active Audit Committee role with ERM and cybersecurity oversight; solid attendance; director ownership guideline compliance; anti-hedging/pledging policy; no director-related party transactions disclosed in 2024; strong stockholder engagement and governance enhancements (separate Chair/CEO; majority vote; annual elections) .
- Signals: Director compensation structure aligns with market (cash retainer plus time-based RSUs; no options; no meeting fees), unchanged in 2024 per Nominating & Corporate Governance Committee with Meridian support—suggests stability and pay restraint for directors .
- Potential watch items: Private restaurant/tech board involvement could present perceived conflicts if counterparties overlap with US Foods; however, Company’s related-party policy and 2024 disclosure show no such transactions for directors .
- Broader shareholder confidence context: Say-on-pay received 94% approval in prior year, indicating support for compensation governance; Board conducted annual evaluations and executive sessions, reinforcing oversight quality .