David E. Flitman
US Foods HoldingAbout David E. Flitman
David E. Flitman, age 60, has served as US Foods’ Chief Executive Officer since January 5, 2023 and as a director since 2023, bringing deep operating, supply chain and CEO leadership experience across distribution, chemicals, utilities and industrials . Under his tenure, US Foods delivered FY2024 net sales of $37.9B (+6.4% YoY) and grew Adjusted EBITDA 11.7% to $1.74B, with margin expansion, while CEO PRSU “Value Creation” share-price hurdles were met at $48.04 and $59.12, triggering vesting of target shares in March 2025 . He is not independent as a director (serving concurrently as CEO) but the board is led by an independent, non-executive Chair with regular executive sessions of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Builders FirstSource | President & CEO | Apr 2021–Nov 2022 | Led the largest U.S. building products supplier (~$20B annual revenue), adding scale and operational credibility . |
| BMC Stock Holdings | President & CEO | Sep 2018–2021 (until merger) | Led BMC until its merger with Builders FirstSource, executing integration trajectory . |
| Performance Food Group | EVP; President & CEO, Performance Foodservice | Jan 2015–Sep 2018 | Ran the Performance Foodservice division, relevant to foodservice distribution operations . |
| Univar | President USA; later COO & President USA/Mexico | Dec 2012; Jan 2014–Dec 2014 | Oversaw U.S. operations and supply chain/export services; broadened logistics expertise . |
| Ecolab | EVP & President, Water and Process Services | Nov 2011–Sep 2012 | Led a mission-critical industrial services business post-Nalco acquisition . |
| Nalco Holding Company | Senior EVP | Aug 2008–Nov 2011 | Senior leadership at Nalco prior to sale to Ecolab . |
| Allegheny Power System | President | Feb 2005–Jul 2008 | Led a regional electric utility, deepening operational leadership . |
| DuPont | Various operational/commercial roles | ~1985–2005 | Nearly 20 years of global operational leadership at a science/technology company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| US Foods Holding Corp. | Director | Since 2023 | Committees: None; independence: not independent (CEO); board attendance ≥75% in FY2024 . |
| Veritiv Corporation | Director (past) | Not disclosed | Past public company board service; strengthens governance and industry network . |
| Builders FirstSource | Director (past) | Not disclosed | Past public company board service . |
| BMC Stock Holdings | Director (past) | Not disclosed | Past public company board service . |
- Board structure: Independent, non-executive Chair; fully independent committees; regular executive sessions without management—mitigating dual-role concerns for a CEO-director .
- Director pay: As an employee, Mr. Flitman receives no additional director compensation .
Fixed Compensation
| Year | Base Salary ($) | AIP Target (%) of Salary | AIP Target ($) | AIP Actual ($) | One-time Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 1,300,000 | 150 | 1,950,000 | 1,726,677 | — |
| 2023 | 1,285,000 | 150 | 1,928,630 | 2,059,939 | 3,000,000 (make‑whole cash) |
- No annual salary increase in FY2024 for NEOs; his FY2024 base remained $1.3M .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Outcome
| Metric | Weighting (%) | Threshold | Target | Maximum | Actual | Payout (%) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70 | $1.609B | $1.720B | $1.868B | $1.741B | 114 |
| Distribution Cost Per Case (improvement vs FY2023) | 15 | -$0.102 | -$0.026 | $0.081 | -$0.115 | 0.0 |
| Independent (IND) Market Share (bps increase) | 15 | 20 bps | 60 bps | 100 bps | 27 bps | 38 |
| Safety Modifier | ±10 | — | — | — | +3.13% | — |
| Business Performance Factor | — | — | — | — | — | 86% pre-mod; 89% post-mod |
Long-Term Incentive Plan (LTIP) Design and Grants
- Mix: 50% RSUs (time-based), 50% PRSUs (performance-based) .
- RSUs vest ratably over three years; PRSUs vest on the third anniversary based on 3-year performance (2024–2026) .
- PRSU metrics: Adjusted EBITDA growth (70%) and ROIC (30%), with annual growth targets averaged across the three-year period; payout 0–200% .
2024 Grants (approved Feb 7, 2024; granted Mar 25, 2024):
| Award | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 66,880 | 3,607,507 | 3 equal annual tranches |
| PRSUs (Target) | 66,880 | 3,607,507 | Full vest at 3 years based on EBITDA/ROIC |
| PRSUs (Threshold/Max) | 33,440 / 133,760 | — | 0–200% payout range |
2023 One-time Make‑Whole and Annual LTIP:
| Award (2023) | Shares/Units | Grant Date Fair Value ($) | Vesting / Triggers |
|---|---|---|---|
| Make‑Whole RSUs (Feb 6, 2023) | 264,831 | 10,000,019 | 3 equal annual tranches |
| Make‑Whole PRSUs (Jan 5, 2023) | 168,162 | 6,000,020 | 50% vests at $40 30‑day average by Jan 5, 2025; 50% at $55 by Jan 5, 2027 |
| Annual RSUs (Mar 27, 2023) | 100,656 | 3,607,511 | 3 equal annual tranches |
| Annual PRSUs (Mar 27, 2023) | 100,656 (target) | 3,607,511 | 3‑year performance (FY2023–FY2025) |
Performance under prior awards:
- 2021 Value Creation PRSUs: Threshold $48.04 met Mar 28, 2024; Target $59.12 met Oct 23, 2024; target shares vested Mar 29, 2025 .
- 2022 PRSUs (company-wide): vested at 157.95% based on Adjusted EBITDA and ROIC growth for the 2022–2024 period .
FY2024 realized value on vesting:
| Metric | 2024 |
|---|---|
| Shares vested (#) | 121,829 |
| Value realized ($) | 5,955,534 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 25, 2025) | Shares (#) | Percent (%) |
|---|---|---|
| David E. Flitman | 387,728 | * (<1%) |
- RSUs scheduled to vest within 60 days: 55,845 for Flitman .
- Outstanding equity awards at FY-end 2024 (counts and grant dates):
- RSUs: 66,880 (3/25/2024); 67,104 (3/27/2023); 176,554 (2/6/2023) .
- PRSUs (unearned): 66,880 (3/25/2024); 100,656 (3/27/2023); 168,162 (1/5/2023) .
- Anti-hedging/anti-pledging: Directors and executive officers are prohibited from hedging, short sales, exchange-traded options, margin loans, or pledging of company stock .
- Stock ownership guidelines: CEO must hold stock equal to 6x base salary; executives have five years to comply; all executives were in compliance or on track at FY2024 year-end .
Employment Terms
- At-will employment; no fixed-term contract .
- Severance (without cause / good reason): 24 months of base salary (Flitman), pro‑rated AIP (year of termination), and a fixed bonus equal to 2x AIP target, plus COBRA premium lump sum; no excise tax gross‑ups; severance subject to clawback for covenant breaches or fraud-related restatements .
- Change-in-control (double-trigger, within 18 months): 36 months of base salary (Flitman), fixed bonus equal to 3x AIP target, PRSUs vest at target and RSUs fully vest if awards are continued/assumed and a qualifying termination occurs; otherwise RSUs fully vest immediately if not assumed .
Potential payments (illustrative, assuming Dec 27, 2024 event):
| Scenario | Cash Compensation ($) | Long-term Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Not for Cause | 8,226,678 | 17,551,357 | 33,676 | 25,811,711 |
| Change in Control + Not for Cause | 11,700,000 | 37,922,976 | 33,676 | 49,656,652 |
| Permanent Disability or Death | 1,726,678 | 31,038,022 | 608,000 (LTD) | 33,372,700 |
- Clawback: Dodd-Frank compliant policy to recover erroneously awarded incentive-based compensation for restatements; applies to the three prior fiscal years .
- Restrictive covenants: Non-disclosure, non-competition, non-solicitation and non-interference .
Board Governance (Director Service)
- Committee roles: Flitman serves on no board committees .
- Independence: Not independent (CEO); all other nominees independent; independent Chair .
- Attendance: Each director attended ≥75% of Board and committee meetings in FY2024 .
- Director compensation: Employee-directors receive no additional board pay; non-employee directors receive retainers and annual RSU grants, with 5x retainer ownership guidelines .
Multi-Year Compensation Summary
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,300,000 | — | 7,215,014 | 1,726,677 | 1,009,016 | 11,250,707 |
| 2023 | 1,285,000 | 3,000,000 | 23,215,061 | 2,059,939 | 324,257 | 29,884,257 |
Compensation Structure Analysis
- Equity-heavy mix with PRSUs tied to EBITDA and ROIC (three-year horizon) and share-price hurdles for make‑whole awards—strong pay-for-performance linkage .
- AIP maximum raised to 200% in 2024 to align with market and LTIP structure; committee retained discretion to reduce/eliminate payouts if warranted .
- No repricing of options, no excise tax gross‑ups, no hedging/pledging—a governance-friendly posture .
Risk Indicators & Red Flags
- Anti‑hedging/anti‑pledging policy reduces misalignment risk .
- Double‑trigger CIC mitigates windfall risk; no CIC excise tax gross‑ups .
- Related party transactions policy in place; FY2024 notable item was a negotiated repurchase from a >5% holder (Sachem Head affiliate) at $52.2847/share; no director/executive conflicts disclosed .
- Large unvested equity and scheduled vesting (including make‑whole awards) imply ongoing retention hooks; FY2024 vesting of 121,829 shares may create routine tax‑related selling needs, but no Form 4 activity is assessed here .
Equity Ownership & Director Compensation (Board)
| Director Ownership Guidelines | Requirement | Status |
|---|---|---|
| CEO executive guideline | 6x base salary | All executives in compliance or on track at FY2024 year-end |
| Non-employee director guideline | 5x annual cash retainer ($500,000) | All applicable directors in compliance or on track |
Investment Implications
- Alignment and leverage: Flitman’s package is heavily performance-based (PRSUs with EBITDA/ROIC and share-price hurdles), supporting multi‑year value creation; anti‑hedging/pledging and ownership requirements further align incentives .
- Retention risk: Significant unvested equity across 2023–2024 RSUs/PRSUs, plus CIC double‑trigger protections and substantial severance multiples (36 months salary; 3x target bonus under CIC) reduce near‑term departure risk but raise potential change‑in‑control costs .
- Performance signals: FY2024 operational metrics (EBITDA growth, improved margin, case volume growth) and achievement of share‑price hurdles for PRSUs indicate execution momentum during his tenure; prior 2022 PRSU vesting at 157.95% underscores strong performance against financial goals .
- Trading pressure: Routine vesting volumes are material (121,829 shares vested in FY2024), which can produce periodic liquidity events around vest dates; hedging/pledging prohibitions limit risk‑management tools, amplifying exposure to equity outcomes .