Form 4: Grocery Outlet Director Thomas F. Herman Receives Annual Equity Grant of 10,692 Restricted Stock Units

Grocery Outlet Holding Corp. Director Thomas F. Herman was granted 10,692 restricted stock units as part of his annual equity retainer, scheduled to vest by June 2, 2026.

Summary

• Thomas F. Herman, a Director of Grocery Outlet Holding Corp. (GO), was granted 10,692 restricted stock units (RSUs) on June 3, 2025.
• These RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.
• The RSUs are scheduled to vest on the earlier of the date of the next annual meeting of stockholders following the grant date or June 2, 2026, contingent on Mr. Herman's continued service.
• Following this transaction, Mr. Herman directly beneficially owns 23,332 shares of common stock and indirectly owns 14,553 shares through the Thomas F. Herman Separate Property Trust.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive sign of alignment between management and shareholder interests, and it's a routine compensation practice, indicating stability in corporate governance.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• It represents a standard component of non-employee director compensation, indicating continuity in governance practices.

Risks

• The vesting of the restricted stock units is subject to the continued service of the reporting person, meaning the compensation is contingent on his ongoing role as a director.

Future Outlook

The granted restricted stock units are scheduled to vest on the earlier of the date of the next annual meeting of stockholders following the grant date or June 2, 2026, subject to the director's continued service. This indicates a future commitment and expected tenure for the director.

Industry Context

The grant of restricted stock units to non-employee directors is a common practice across publicly traded companies, particularly in the retail and grocery sectors, to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of restricted stock units as part of non-employee director compensation is a widely accepted practice, comparable to compensation structures at other publicly traded retail companies such as Kroger (KR), Albertsons (ACI), or Sprouts Farmers Market (SFM), which often include a mix of cash retainers and equity awards to incentivize long-term performance and board engagement. Specific values would require a deeper dive into proxy statements of comparable companies, which is beyond the scope of this Form 4.

Corporate Governance

Related Party Transactions

• Mr. Herman's indirect beneficial ownership of 14,553 shares is held by the Thomas F. Herman Separate Property Trust, of which Mr. Herman is a Trustee, representing a related party holding.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholders, potentially leading to better long-term decision-making.

Next Steps

• The restricted stock units are scheduled to vest on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026, subject to continued service.

Key Dates

Recommendation

Keywords

Grocery Outlet Holding Corp., GO, SEC Form 4, Restricted Stock Units, RSUs, Director Compensation, Equity Grant, Thomas F. Herman, Insider Transaction, Corporate Governance