David W. Bullock
US Foods HoldingAbout David W. Bullock
David W. Bullock, age 60, is an independent director of US Foods Holding Corp., appointed in January 2025. He serves on the Nominating and Corporate Governance Committee. Bullock is a former CFO/COO with deep distribution and manufacturing experience and holds a B.S. in Electrical Engineering from Lehigh University and an MBA from Cornell University. The proxy identifies him as independent under NYSE standards and in compliance (or on track) with the company’s director stock ownership guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Agriculture Holdings LLC | Chief Financial Officer | 2015–2017 (retired 2017) | Senior finance leadership at agricultural retail/wholesale distributor |
| Graham Packaging Company Inc. | Chief Financial Officer | 2009–2011 (company sold in 2011) | Led finance at global rigid plastics manufacturer through sale |
| UAP Holding Corporation | COO, EVP & CFO | 2002–2008 | Senior operating and finance roles at publicly-traded ag distributor |
| FMC Corporation | Finance positions | Prior to 2002 | Roles in diversified industrial chemicals |
| Air Products and Chemicals Inc. | Finance positions | Prior to 2002 | Roles in industrial gases/chemicals |
| Westinghouse Electric | Finance positions | Prior to 2002 | Roles in diversified industrials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Foods Holding Corp. | Director; Member, Nominating & Corporate Governance Committee | Appointed Jan 2025–present | Governance, sustainability, board composition oversight |
| BMC Stock Holdings | Chairman (then Director) | Chairman 2015–May 2020; Director until Jan 2021 (merger) | Board leadership; company later merged into Builders FirstSource |
| Builders FirstSource, Inc. | Director | Jan 2021–May 2022 | Post-merger board service |
| Verdesian Life Sciences (private) | Director | Current | Private company board |
| Faith Alive USA Inc. (non-profit) | Director | Current | Non-profit governance |
| Mustangs 4 Military (non-profit) | Director | Current | Non-profit governance |
Board Governance
- Independence: US Foods designates Bullock as an independent director under NYSE standards.
- Appointment and refreshment: Appointed following a recruitment process led by the Nominating & Corporate Governance Committee in January 2025.
- Committee assignment: Member, Nominating & Corporate Governance Committee; not a committee chair.
- Committee remit: N&CG oversees board composition/refreshment, governance policies, director compensation recommendations, and ESG/sustainability oversight.
- Board structure: Separate non-executive Chair (David M. Tehle) and CEO roles to strengthen oversight.
- Attendance benchmark: In FY2024, the Board held 6 meetings and each director then serving attended at least 75% of Board and committee meetings (note: Bullock joined in 2025).
Fixed Compensation (Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $100,000 | Paid quarterly in arrears |
| Chair of the Board retainer | $175,000 | Additional; paid quarterly |
| Committee Chair retainer (Audit) | $25,000 | Additional; paid quarterly |
| Committee Chair retainer (Comp & Human Capital; N&CG) | $20,000 | Additional; paid quarterly |
| Committee member retainer (Audit) | $12,500 | Additional; paid quarterly |
| Committee member retainer (Comp & Human Capital; N&CG) | $10,000 | Additional; paid quarterly |
| Executive Committee one-time fee | $20,000 | If appointed to Executive Committee |
Notes: The 2025 proxy lists 2024 director compensation totals for then-serving directors; Bullock was appointed January 2025 and is not included in the FY2024 totals table.
Performance Compensation (Director Equity)
| Equity Type | Grant Date Value | Vesting | Performance Link | Deferral Option |
|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | $175,000 | Vests at earlier of 1-year from grant or next annual meeting; continued service required | None (time-based RSUs; no PRSUs for directors) | Directors may elect to defer receipt until board departure (irrevocable election timing applies) |
Directors do not receive performance-conditioned equity; the company uses time-based RSUs only for director equity.
Other Directorships & Interlocks
| Company | Role | Dates | Noted Interlocks/Conflicts |
|---|---|---|---|
| Builders FirstSource, Inc. | Director | Until May 2022 | None disclosed by US Foods |
| BMC Stock Holdings | Chairman; then Director | 2015–Jan 2021 (merger) | None disclosed by US Foods |
| Verdesian Life Sciences (private) | Director | Current | None disclosed by US Foods |
- Related-party transactions: The Audit Committee reports no related party transactions in FY2024 involving directors or executives, other than a company repurchase from a >5% holder (Sachem Head affiliate); no transactions involving Bullock were disclosed.
Expertise & Qualifications
- Senior executive financial leadership (CFO/COO) and distribution/logistics exposure, with skills matrix indicating accounting/finance, risk management, technology, human capital, governance, and other public company board experience.
- Brings agricultural distribution and packaging manufacturing perspectives; US Foods bio highlights risk management and incentive compensation oversight experience.
- Education: B.S. Electrical Engineering (Lehigh), MBA (Cornell).
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Stock Options (exercisable within 60 days) | RSUs vesting within 60 days | Hedging/Pledging |
|---|---|---|---|---|---|
| David W. Bullock | 4,500 | <1% (asterisked in proxy) | — | — | Company policy prohibits hedging and pledging by directors and executive officers |
- Ownership guidelines: Non-employee directors are expected to hold at least 5x the $100,000 annual cash retainer ($500,000) within five years; the proxy states all directors were in compliance or on track, including Bullock.
Governance Assessment
- Independence and refreshment: Newly appointed independent director (Jan 2025) adds fresh perspective; appointment followed a formal N&CG-led recruitment process. This supports board refreshment and independence objectives.
- Relevant expertise: Former CFO/COO across distribution and manufacturing with governance, risk, and human capital oversight experience; skills matrix flags finance and risk competencies valued by US Foods.
- Alignment mechanisms: Director pay mix combines cash retainer plus time-based RSUs; ownership guideline of 5x retainer with anti-hedging/anti-pledging policy reinforces alignment.
- Conflicts/related parties: No related-party transactions disclosed for directors in FY2024 beyond a repurchase from a large shareholder; none involving Bullock noted.
- Board effectiveness context: Separate non-executive Chair/CEO roles; robust committee structure and ESG oversight via N&CG; FY2024 attendance met thresholds for then-serving directors; say-on-pay received 94% approval last year—indicators supportive of governance quality.
RED FLAGS: None identified in the proxy specific to Bullock regarding attendance, related-party transactions, hedging/pledging, or pay anomalies.