Cheryl A. Bachelder
US Foods HoldingAbout Cheryl A. Bachelder
Cheryl A. Bachelder is an independent director of US Foods, age 68, serving on the Board since 2018; she chairs the Compensation and Human Capital Committee and serves on the Executive Committee . She is the retired CEO of Popeyes Louisiana Kitchen (2007–2017), served as Interim CEO of Pier 1 Imports (Dec 2018–Nov 2019), previously led KFC as President and Chief Concept Officer, and held brand leadership roles at Domino’s, RJR Nabisco, Gillette, and Procter & Gamble; she currently serves as Lead Director on the board of private company Chick‑fil‑A, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Popeyes Louisiana Kitchen, Inc. | Chief Executive Officer | 2007–2017 | Led multi-national brand; public company directorship during tenure |
| Pier 1 Imports, Inc. | Interim Chief Executive Officer | Dec 2018–Nov 2019 | Company later filed Chapter 11 in Feb 2020 |
| KFC (Yum! Brands division) | President & Chief Concept Officer | Prior to Popeyes | Brand leadership |
| Domino’s Pizza; RJR Nabisco; Gillette; Procter & Gamble | Brand leadership roles | Earlier career | Marketing/strategy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chick‑fil‑A, Inc. (private) | Lead Director | Current | Family-owned, privately held restaurant chain |
| P&G Tide Cleaners (franchising venture) | Advisory Board Member | Prior | Advisory capacity |
Board Governance
- Independence: Independent under NYSE standards; complies with stock ownership guidelines .
- Committee assignments: Chair, Compensation and Human Capital Committee; Member, Executive Committee .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in FY 2024; Board held 6 meetings in FY 2024, 4 in FY 2023, and 15 in FY 2022 .
- Executive Committee activity: Executive Committee did not meet in FY 2024 .
- Director stock ownership guidelines: Non‑employee directors expected to own at least 5x annual cash retainer ($500,000) within five years; all applicable directors were in compliance or on track at FY 2024 year‑end .
- Committee oversight: Compensation & Human Capital Committee oversees incentive design, succession planning, and consultant independence; annual risk assessment of compensation policies .
- Hedging/pledging: No stock hedging or pledging permitted by directors and executive officers .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash fees ($) | $158,462 | $120,000 | $120,000 |
| Total ($) | $318,462 | $280,023 | $295,004 |
| Program structure (cash) | Board retainer $100,000; Chair of Board +$175,000; Committee Chairs: Audit +$25,000; Comp & HCM +$20,000; Nominating +$20,000; Committee members: Audit +$12,500; Comp & HCM +$10,000; Nominating +$10,000; Executive Committee one‑time fee $20,000 |
Performance Compensation
| Grant Year | Grant Date | Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|---|
| FY 2022 director grant | May 18, 2022 | RSUs | 4,908 | $160,001 (4,908 × $32.60) | Earlier of 1‑year anniversary or next annual meeting; continued service required | None; time‑based |
| FY 2023 director grant | May 18, 2023 | RSUs | 3,885 | $160,023 (3,885 × $41.19) | Earlier of 1‑year anniversary or next annual meeting; continued service required | None; time‑based |
| FY 2024 director grant | May 15, 2024 | RSUs | 3,179 | $175,004 (3,179 × $55.05) | Earlier of 1‑year anniversary or next annual meeting; continued service required | None; time‑based |
Directors receive annual RSUs with a grant value target of $175,000; directors may elect to defer share delivery until Board departure (advance irrevocable election required) .
Other Directorships & Interlocks
| Company | Current Public Board | Past Public Board | Potential Interlocks/Conflicts |
|---|---|---|---|
| US Foods Holding Corp. | N/A (internal) | N/A | None disclosed beyond standard Board service |
| Pier 1 Imports, Inc. | No | Yes | No US Foods related‑party transactions disclosed |
| Popeyes Louisiana Kitchen, Inc. | No | Yes | Historical role; no current transactions disclosed |
| Chick‑fil‑A, Inc. (private) | No | No | Private company role; no related‑party transactions with US Foods disclosed |
Expertise & Qualifications
- Food industry and CEO leadership experience; human capital and incentive oversight expertise supporting US Foods’ strategy .
- Accounting/finance, marketing/strategy, risk management competencies identified in Board skills matrix .
Equity Ownership
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Beneficial ownership (shares) | 29,775; <1% | 29,775; <1% | Not itemized by name in table excerpt; group ownership disclosed |
| Unvested RSUs scheduled to vest within 60 days | 4,908 (as of FY 2022 year‑end) | 3,885 (as of Mar 18, 2024) | 3,179 (as of Mar 25, 2025) |
| Stock options (exercisable within 60 days) | None | None | None |
| Compliance with director ownership guidelines | Compliant/on‑track | Compliant/on‑track | Compliant/on‑track |
Governance Assessment
- Strengths: Seasoned operator with food retail/restaurant pedigree; independent chair of Compensation & Human Capital Committee; consistent attendance; governance practices prohibit hedging/pledging and enforce robust director ownership guidelines (5× retainer) .
- Alignment: Annual RSUs and ownership guidelines promote alignment; she had 3,179 unvested RSUs scheduled to vest within 60 days of March 25, 2025; no stock options outstanding, reducing risk of repricing concerns .
- Conflicts/related parties: Company discloses no related‑party transactions >$120,000 involving directors in FY 2024; a repurchase from a Sachem Head affiliate is disclosed but is unrelated to Bachelder personally .
- RED FLAGS: None disclosed in US Foods filings for attendance, Section 16 compliance, hedging/pledging, or related‑party transactions; note that Pier 1 (prior role) filed Chapter 11 in 2020, but this is historical context rather than a current governance issue at US Foods .
Compensation Committee composition and independence appear solid; the committee conducted and signed the CD&A recommendation for inclusion, indicating active oversight of pay‑for‑performance programs for NEOs (Bachelder as Chair, with Roach and Tehle) .