Martha Ha
US Foods HoldingAbout Martha Ha
Executive Vice President, General Counsel and Corporate Secretary at US Foods; joined in September 2023. Responsible for legal, food safety, risk management, securities and corporate governance, corporate sustainability, M&A, and ethics & compliance; named as a company proxy for the 2025 Annual Meeting and frequently signs SEC current reports . Education: JD (Loyola Chicago School of Law), BS (University of Illinois); Certified Public Accountant . Company performance context: FY2024 net sales were $37.9B (+6.4% YoY) and Adjusted EBITDA was $1.74B (+11.7% YoY), with five-year cumulative TSR at $161 (value of $100 invested in 2019) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| US Foods | EVP, General Counsel & Corporate Secretary | 2023–present | Leads legal, governance, sustainability, risk, food safety, and M&A |
| Medtronic | VP, Chief Counsel – Securities & Corporate Governance; M&A; Cardiovascular Portfolio; Chief Privacy Officer | ~2016–2023 | Led securities/corporate governance, sustainability, insurance/aviation; privacy governance; supported portfolio/M&A |
| DaVita HealthCare Partners | VP, Corporate Secretary & General Counsel – Corporate & International | 2011–2016 | Led corporate governance and international legal strategy |
| W.W. Grainger | VP, Corporate Secretary & Deputy General Counsel | Prior to 2011 | Corporate governance and legal leadership at a large distributor |
| Baxter Healthcare | Various legal roles | Prior to Grainger | Legal roles of increasing responsibility in medtech |
| Arthur Andersen; Chicago law firms (Bell, Boyd & Lloyd; Coffield Ungaretti & Harris; Shefsky & Froelich) | Auditor; Attorney | Early career | Foundational experience in audit and corporate law |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medtronic | Co-Chair, Asian Impact Employee Network | 2019–2023 | D&I leadership and employee engagement |
Fixed Compensation
- Not disclosed for non-NEO executive officers like General Counsel. US Foods’ proxy reports detailed amounts only for Named Executive Officers (NEOs) .
- Program architecture applies company-wide: base salary set via benchmarking; annual cash AIP based on company metrics; LTIP mix of RSUs/PRSUs for executives, with RSUs vesting over 3 years .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 design and results (company-level metrics applicable to executive officers)
| Metric | Weighting | Target | Actual | Payout (unweighted) |
|---|---|---|---|---|
| Adjusted EBITDA ($B) | 70% | 1.720 | 1.741 | 114% |
| Distribution Cost Per Case (improvement vs FY2023) | 15% | -$0.026 | -$0.115 | 0% |
| IND Market Share (bps YoY change, 4Q avg) | 15% | 60 bps | 27 bps | 38% |
| Business Performance Factor (before safety) | — | — | — | 86% |
| Safety Modifier (AFR/IFR improvement) | +/-10% | 31% improvement → +10% | 19% improvement | +3.13% |
| Business Performance Factor (after safety) | — | — | — | 89% |
Notes:
- AIP caps at 200% of target; safety modifier is applied to the business performance factor .
- The AIP framework (weights and modifier) applies to executive officers; individual payouts for non-NEOs are not disclosed .
Long-Term Incentive Plan (LTIP) – FY2024 structure (executive-wide)
- 50% time-based RSUs (3-year ratable vesting), 50% PRSUs tied to Adjusted EBITDA growth (70%) and ROIC growth (30%), with annual targets set for each of 2024–2026 and vesting based on the simple average of yearly payouts; payout range 0–200% .
- Change-in-control treatment: double-trigger; PRSUs vest at target if awards are not assumed or upon qualifying termination within 18 months post-CIC .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership at appointment | Form 3 filed 10/2/2023 reported “No securities are beneficially owned.” (initial statement upon becoming an officer) |
| Stock ownership guidelines (executives) | 3x base salary; five years to comply; retain 50% of net shares until compliant; all executive officers were compliant or on track at FY2024 year-end |
| Hedging/pledging | Prohibited for directors and executive officers; also prohibits short-term trades, short sales, and exchange-traded options in company stock |
| Proxy designation and governance | Designated as one of the two proxies for the 2025 Annual Meeting; Corporate Secretary role indicates deep involvement in governance and investor communications |
| Sustainability leadership | The Sustainability Steering Committee is led by the CFO and General Counsel; Ha is described as Sustainability Lead |
Employment Terms
| Provision | Executive-wide terms (apply to General Counsel) |
|---|---|
| Employment status | At-will; no fixed-term employment agreement |
| Severance (no CIC) | 18 months salary continuation; fixed bonus equal to 1.5x AIP target; prorated AIP for year of termination; lump-sum COBRA premium equivalent; subject to release |
| Severance (CIC + qualifying termination within 18 months) | Lump-sum 24 months base salary; fixed bonus equal to 2x AIP target; prorated AIP for year; lump-sum COBRA premium equivalent; double-trigger only |
| Equity treatment (CIC) | RSUs fully vest and PRSUs vest at target if not assumed or upon qualifying termination within 18 months post-CIC |
| RSU/PRSU retirement/disability/death | Retirement (≥1 year post-grant): continued RSU vesting; PRSUs vest pro-rata subject to performance; death/disability: RSUs fully vest, PRSUs pro-rata |
| Restrictive covenants | Non-disclosure, non-competition, non-solicitation, non-interference; severance clawback for covenant violations or fraud-related restatement |
| Clawback | Dodd-Frank compliant policy to recover erroneously awarded incentive compensation for 3 years preceding required restatement |
Performance & Track Record (Company context for pay-for-performance and execution)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 34,057,000,000* | 35,597,000,000* | 37,877,000,000* |
| EBITDA ($) | 1,016,000,000* | 1,438,000,000* | 1,562,000,000* |
| Net Income - (IS) ($) | 265,000,000* | 506,000,000* | 494,000,000* |
| Cash from Operations ($) | 765,000,000* | 1,140,000,000* | 1,174,000,000* |
Values retrieved from S&P Global.*
Additional company highlights: Net sales $37.9B (+6.4%), Adjusted EBITDA $1.74B (+11.7%), Adjusted EBITDA margin expanded 22 bps, and five-year cumulative TSR reached $161 (vs. a $100 initial investment) .
Compensation Committee & Governance Signals (context for alignment)
- AIP metrics emphasize Adjusted EBITDA, distribution productivity, and independent-restaurant market share with a safety modifier; maximum payouts capped at 200% .
- LTIP reinstated PRSUs at 50% of mix to strengthen pay-for-performance; metrics directly tied to long-range plan (Adjusted EBITDA and ROIC growth) .
- Anti-hedging/pledging policy and ownership requirements drive alignment; double-trigger CIC severance and no option repricing/gross-ups reflect shareholder-friendly practices .
- Peer group covers food distributors and scale distributors/retailers; compensation benchmarking generally targets competitive market medians .
- 2024 Say-on-Pay received 94% approval, indicating broad investor support .
Risk Indicators & Red Flags
- Related party transactions: none above $120,000 in FY2024 except a disclosed stock repurchase agreement with a >5% holder (Sagamore Master VIII) for 4,000,000 shares at $52.2847; not involving executives .
- Anti-hedging and anti-pledging policies materially reduce alignment risks; clawback policy strengthens accountability .
- No disclosure of personal hedging/pledging for Ha; Form 3 at appointment showed no beneficial holdings .
Investment Implications
- Alignment: Strong governance architecture—ownership guidelines (3x salary), hedging/pledging prohibitions, and clawbacks—reduces misalignment risk for senior executives, including the General Counsel .
- Retention and CIC: Double-trigger severance and equity treatment balance retention with shareholder protections; restrictive covenants and clawback add deterrence against adverse behavior .
- Execution context: Company-level AIP/LTIP metrics (Adjusted EBITDA, ROIC, cost productivity, market share, safety) directly tie executive rewards to operational and financial outcomes under the long-range plan—supporting pay-for-performance discipline .
- Ownership signal: Lack of disclosed personal holdings at appointment (Form 3) is neutral given guideline compliance expectations; monitoring future Forms 4 would refine “skin-in-the-game” analysis .