Quentin Roach
US Foods HoldingAbout Quentin Roach
Quentin Roach (age 58) has served as an independent director of US Foods Holding Corp. since 2022. He is Senior Vice President and Chief Procurement Officer at Estée Lauder Companies, and brings deep expertise in global procurement, supplier relationship management, risk management, and supply chain ESG from prior leadership roles at Mondelēz, Merck, Bristol Myers Squibb, Bausch & Lomb, Strong Health, Delphi, and General Motors. His board credentials emphasize sourcing strategies, material procurement, and enterprise risk planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Estée Lauder Companies Inc. | SVP & Chief Procurement Officer | Current | Leads procurement across Global Value Chain; innovation and sustainable value creation |
| Mondelēz International, Inc. | SVP & Chief Procurement Officer | 2020–2022 | Oversaw company-wide expenditures, working capital, risk mitigation, supply chain ESG, supplier management |
| Merck & Co., Inc. | SVP Global Supplier Mgmt & Workplace Enterprise Services; other leadership roles | 2016–2020; 2011–2016 | Supplier management; enterprise services; multiple leadership positions |
| Bristol Myers Squibb | SVP & Chief Procurement Officer | 2008–2011 | Chief procurement leader |
| Bausch & Lomb; Strong Health; Delphi; GM | Various roles in supply chain management | 2002–2008 | Progressive supply chain responsibilities |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Estée Lauder Companies Inc. | SVP & Chief Procurement Officer | Current |
Other public company directorships: None disclosed.
Board Governance
- Independence: Independent director nominee; all directors except CEO are independent per NYSE standards.
- Committees: Audit Committee member; Compensation and Human Capital Committee member. Not a chair.
- Committee activity: Audit (4 meetings in FY2024); Compensation & Human Capital (6 meetings in FY2024).
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Board held 6 meetings.
- Chair/leadership structure: Non‑executive, independent Chair with robust duties; independent directors meet in executive session regularly.
- Risk oversight linkage: Audit Committee oversees ERM (including cybersecurity/data security), compliance, internal controls; Compensation Committee oversees compensation risk and human capital.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-employee director retainer |
| Committee member retainers | $12,500 (Audit); $10,000 (Compensation) | Paid quarterly in arrears |
| Annual equity grant (RSUs) | $175,000 grant-date value | Vests at earlier of 1-year anniversary or next annual meeting after grant |
| Chair/committee chair fees | N/A for Roach | He is not a chair |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Quentin Roach | 117,555 | 175,004 | 292,559 |
- RSU grant specifics: 3,179 RSUs were granted to each continuing non-employee director on May 15, 2024 at $55.05 closing price; vesting occurs on earlier of first anniversary or the next annual meeting if not re-elected.
Performance Compensation
While directors receive fixed retainers and annual RSUs, Mr. Roach, as a Compensation & Human Capital Committee member, oversees the performance-based incentive architecture for executives. Key metrics and weights are below.
| Plan | Metric | Weight | Performance Period | Design Notes |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) FY2024 | Adjusted EBITDA | 70% | FY2024 | Primary metric; AIP max increased to 200% of target; safety modifier ±10% |
| Annual Incentive Plan (AIP) FY2024 | Distribution Cost Per Case | 15% | FY2024 | Cost efficiency focus (variable+fixed excl. fuel) |
| Annual Incentive Plan (AIP) FY2024 | IND Market Share | 15% | FY2024 | Share among independent restaurant customers |
| Long-Term Incentive Plan (LTIP) 2024–2026 PRSUs | Adjusted EBITDA growth rate | 70% | 3-year (2024–2026) | Annual growth targets set at start of period; simple average of yearly payouts |
| Long-Term Incentive Plan (LTIP) 2024–2026 PRSUs | ROIC growth | 30% | 3-year (2024–2026) | Capital efficiency alignment |
| Prior PRSUs (granted 2022) | Adjusted EBITDA & Adjusted ROIC | — | 3-year ended FY2024 | Vested at 157.95% in March 2025 |
| 2021 Value Creation Awards | Stock price hurdles | — | 4-year | Threshold $48.04 met 3/28/2024; Target $59.12 met 10/23/2024; target shares vested 3/29/2025 |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None | Public company board | — | No public company directorships disclosed for Roach |
Expertise & Qualifications
- Expertise: Supplier relationship management, sourcing strategies, material procurement, risk management, business planning; Food industry exposure via Mondelēz and broader supply chain.
- Board skills matrix tags the Board (including Roach) with governance, human capital, and risk management competencies.
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Unvested RSUs | Stock Options |
|---|---|---|---|---|
| Quentin Roach | 11,972 | <1% | 3,179 | 0 |
- Shares outstanding at record date: 230,517,399.
- Unvested RSUs scheduled to vest May 15, 2025 (standard annual director grant).
- Stock ownership guidelines for directors: ≥5x annual cash retainer ($500,000) within 5 years; all directors in compliance or on track.
- Anti-hedging/anti-pledging: Directors and executive officers prohibited from hedging or pledging company stock.
- Section 16 compliance: Company believes all filing requirements were met in FY2024.
Governance Assessment
- Board effectiveness: Roach strengthens procurement, supply chain, and risk oversight; active member of Audit (ERM, cybersecurity, controls) and Compensation committees (human capital, pay design).
- Independence and attendance: Independent; met attendance requirements; serves on two key committees that each met regularly (Audit 4x; Compensation 6x) in FY2024.
- Ownership alignment: Holds 11,972 shares plus standard annual RSUs; director ownership guidelines enforced with retention requirements; hedging/pledging prohibited.
- Director compensation mix: FY2024 cash $117,555 and stock $175,004 (annual RSUs), consistent with program emphasizing equity alignment; no changes made to director pay structure in FY2024.
- Conflicts/related-party exposure: Audit Committee policy robust; no related-party transactions involving directors or executives reported for FY2024 (above $120,000) other than a one-off repurchase from a >5% holder (Sachem Head affiliate), not related to Roach.
- Shareholder signals: Say-on-Pay received 94% approval; continued year-round shareholder engagement; committee refresh and governance enhancements (separate Chair/CEO, annual elections, majority vote).
RED FLAGS: None disclosed specific to Roach. No other public company boards (reduces interlock risk). No pledging/hedging permitted. Section 16 compliance affirmed.
Compensation Committee Analysis
- Committee composition: Bachelder (Chair), Roach, Tehle.
- Independent consultant: Meridian engaged by the committee; concluded independent; scope includes benchmarking, incentive plan design, risk assessment, and best practices updates.
- Governance enhancements: Committee charters refreshed to codify human capital oversight; rotation of committee chairs/members to enhance effectiveness.
Say‑on‑Pay & Shareholder Feedback
| Topic | FY2024 Outcome/Action |
|---|---|
| Say‑on‑Pay approval | 94% approval in prior year; annual vote maintained |
| Engagement | Year‑round outreach; feedback incorporated into proxy disclosures and governance agendas |
Director Compensation (Program Snapshot)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee directors |
| Committee member retainers | $12,500 (Audit); $10,000 (Comp) | Paid quarterly |
| Committee chair retainers | $25,000 (Audit); $20,000 (Comp/NCG) | Paid quarterly |
| Board Chair retainer | $175,000 | Paid quarterly |
| Equity | $175,000 RSUs annually | Vests at earlier of 1-year or next annual meeting; deferral available |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public company boards | None for Roach |
| Private/non-profit boards | Not disclosed |
| Shared directorships with customers/suppliers | Not disclosed |
Risk Indicators & Policies
- Clawback: Dodd-Frank-compliant clawback for erroneously awarded incentive compensation (executives).
- Anti‑hedging/pledging: Prohibited for directors and executive officers.
- Related party transactions: None involving directors/executives in FY2024 (>$120k). Policy in place; Audit Committee reviews fairness and independence implications.
Equity Ownership
| Metric | Data |
|---|---|
| Beneficial ownership | 11,972 shares; less than 1% |
| Unvested RSUs | 3,179 (vest 5/15/2025) |
| Options | None |
| Shares outstanding (record date) | 230,517,399 |
| Director ownership guideline | ≥$500,000 within 5 years; compliance/on-track indicated |
Performance & Track Record (Company context relevant to Compensation oversight)
| Metric | FY2024 Result |
|---|---|
| Net sales | $37.9B; +6.4% YoY |
| Adjusted EBITDA | $1.74B; +11.7% YoY; margin +22 bps to 4.6% |
| Adjusted diluted EPS | $3.15; +20% YoY |
| Share repurchases | ~$958M in 2024 |
Governance Summary
- Roach adds material procurement and risk oversight expertise to Audit and Compensation committees, supporting board effectiveness and investor confidence. Independence, attendance, and ownership alignment are affirmed, with no conflicts disclosed. The director pay program emphasizes equity alignment, and executive incentive metrics under his committee purview target EBITDA growth, ROIC, cost efficiency, market share, and safety—consistent with pay-for-performance.