Marla Gottschalk
US Foods HoldingAbout Marla Gottschalk
Independent director since 2022 (age 64), currently Chair of the Audit Committee at US Foods. Former CEO of The Pampered Chef and senior executive at Kraft Foods; a Certified Public Accountant designated as an Audit Committee financial expert. The proxy confirms independence and compliance (or on track) with director stock ownership guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pampered Chef Ltd. | President & COO | 2003–2006 | Senior operating leadership at direct seller of kitchen and entertaining products |
| The Pampered Chef Ltd. | Chief Executive Officer | 2006–2013 | Led the business through consumer products cycles |
| Kraft Foods | EVP & GM, Post Cereal Division | Not disclosed | General management oversight of a major cereal brand |
| Kraft Foods | SVP, Financial Planning & Investor Relations | Not disclosed | Capital markets and FP&A leadership |
| Kraft Foods | VP, Marketing & Strategy, Kraft Cheese Division | Not disclosed | Brand strategy and category leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UL Solutions Inc. | Director; Chair, Nominating & Governance Committee | Current | Governance leadership at a global testing, inspection, certification and software services company |
| Reynolds Consumer Products Inc. | Director; Chair, Audit Committee | Current | Audit oversight at a consumer products company |
Board Governance
- Committees: Audit Committee Chair; Member, Nominating & Corporate Governance; Member, Executive Committee. Audit Committee held 4 meetings in FY2024; Board held 6 meetings; Executive Committee did not meet in FY2024.
- Independence: The Board determined she is independent under NYSE rules; she is designated an Audit Committee financial expert (CPA).
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024.
- Executive sessions: Independent directors meet in executive session on a regular basis.
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (USFD program) | FY2024 Actual – Gottschalk |
|---|---|---|---|
| Annual Board Cash Retainer | Non-employee directors | $100,000 | Included in cash fees |
| Chair of the Board | Additional annual retainer | $175,000 | N/A (not Board Chair) |
| Audit Committee Chair | Additional annual retainer | $25,000 | Included in cash fees |
| Audit Committee Member | Annual retainer | $12,500 | N/A (Chair, not member) |
| Compensation Committee Chair | Additional annual retainer | $20,000 | N/A |
| Nominating & Governance Chair | Additional annual retainer | $20,000 | N/A |
| Nominating & Governance Member | Annual retainer | $10,000 | Included in cash fees |
| Executive Committee | One-time fee for service | $20,000 (eligible) | Not specifically disclosed as paid; Executive Committee did not meet in FY2024 |
| Meeting Fees | Policy | None disclosed | — |
| Total Cash (Gottschalk) | Fees earned or paid in cash | — | $130,055 |
Performance Compensation
| Component | Grant Detail | Amount/Date | Vesting/Terms |
|---|---|---|---|
| Annual Equity Grant (RSUs) | Non-employee directors receive annual RSUs | 3,179 RSUs granted May 15, 2024; grant date fair value $175,004 | Vests on earlier of first anniversary or next annual meeting; subject to continued service; value calculated at $55.05 closing price on grant date |
| Options | Director program | None | No option awards in FY2024 |
| Performance Metrics | Director compensation tie-ins | None disclosed | Director equity grants are time-based; no PSU metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Nature of Business | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| UL Solutions Inc. | Testing, inspection, certification, software services | Director; Chair, Nominating & Governance | No related-party transactions disclosed with US Foods in FY2024 |
| Reynolds Consumer Products Inc. | Consumer household products | Director; Chair, Audit Committee | No related-party transactions disclosed with US Foods in FY2024 |
Expertise & Qualifications
- CPA; designated Audit Committee financial expert.
- 25+ years consumer products experience; senior finance, IR, marketing, and strategy roles.
- Board skills matrix flags governance, risk management, accounting/finance, technology, and food industry exposure.
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Unvested RSUs (within 60 days) | Notes |
|---|---|---|---|---|
| Marla Gottschalk | 11,972 | <1% (table denoted “*”) | 3,179 | Record date March 25, 2025; shares outstanding 230,517,399 |
| Stock Ownership Guidelines | Requirement | Status | Retention Rule | Notes |
| Non-employee Directors | ≥5x annual cash retainer (≥$500,000) within 5 years | All applicable directors were in compliance or on track at FY2024 year-end | Must retain 50% of net shares until target met | Applies to directors; value includes vested/unvested RSUs and vested in-the-money options |
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Gottschalk leads oversight of financial reporting, internal controls, ethics/compliance, and enterprise risk management, including cybersecurity; Deloitte audit fees and oversight are fully pre-approved and disclosed.
- Independence and alignment: Confirmed independent; adheres to stringent stock ownership guidelines with retention requirements, reinforcing long-term alignment.
- Attendance and engagement: Met minimum attendance threshold (≥75%) amid a Board that held 6 meetings and an Audit Committee that met 4 times; Executive Committee did not meet.
- Compensation structure: Balanced cash retainer plus time-based RSUs; no options or performance-metric equity for directors; director compensation program unchanged in FY2024 and overseen with assistance from independent consultant Meridian.
- Conflicts and related-party exposure: Proxy discloses no related-party transactions involving directors above $120,000 in FY2024; one disclosed stock repurchase from a >5% holder (Sachem Head affiliate) unrelated to directors. Section 16(a) filings were compliant. RED FLAG scan: none identified (no pledging/hedging disclosures for directors; no RPTs involving Gottschalk).
- Overall signal: Governance credentials and external audit/nominating leadership roles are positive for investor confidence; structure emphasizes independence, risk oversight, and ownership alignment.