Form 4: Grocery Outlet Executive Christopher Miller Receives Stock Options and Restricted Stock Units

Christopher Miller, EVP and CFO of Grocery Outlet Holding Corp., was granted stock options and restricted stock units on February 28, 2025.

Summary

• Christopher M. Miller, the EVP and Chief Financial Officer of Grocery Outlet Holding Corp., received 33,699 restricted stock units (RSUs) and 97,174 stock options on February 28, 2025.
• The RSUs will vest in three equal installments on March 1 of 2026, 2027, and 2028, contingent upon Miller's continued service.
• Similarly, the stock options, with an exercise price of $11.87, will vest in three equal installments on the same dates, also subject to continued service.
• Additionally, Miller may be eligible for up to 46,336 unvested performance stock units (PSUs) at target achievement, or up to 92,672 at maximum achievement, based on performance-based vesting conditions.
• Following these transactions, Miller directly owns 43,699 shares of Grocery Outlet Holding Corp. common stock and 97,174 stock options.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, indicating stability and alignment of interests. The potential for performance-based awards suggests a positive outlook, but the lack of specific financial guidance limits a higher sentiment score.

Positives

• The grant of RSUs and stock options aligns the executive's interests with those of the shareholders, incentivizing performance and long-term value creation.
• The vesting schedule encourages continued service and commitment from the executive.
• The potential for additional PSUs based on performance provides further incentive for achieving company goals.

Risks

• The value of the RSUs and stock options is dependent on the future performance of Grocery Outlet's stock price.
• The vesting of the awards is contingent upon the executive's continued service, creating a potential risk if the executive were to leave the company before the vesting dates.
• The performance-based vesting conditions for the PSUs may not be met, resulting in the executive not receiving the full potential award.

Future Outlook

The document does not contain specific forward-looking statements about the company's future performance, but the equity grants suggest an expectation of continued growth and value creation.

Industry Context

Equity grants are a common practice in the retail industry to incentivize executives and align their interests with those of shareholders. The size and structure of the grant are typical for an executive at Miller's level.

Comparison to Industry Standards

• Equity compensation packages for CFOs in the grocery retail sector typically include a mix of stock options, restricted stock units, and performance-based awards.
• Companies like Kroger, Albertsons, and Sprouts Farmers Market also utilize similar equity-based compensation strategies to attract and retain top talent.
• The vesting schedules and performance metrics used by Grocery Outlet appear to be in line with industry best practices.

Stakeholder Impact

• Shareholders may view the equity grants positively as they align management's interests with long-term value creation.
• Employees may be motivated by the potential for company success and the alignment of executive incentives.
• The grants have no immediate impact on customers, suppliers, or creditors.

Key Dates