Form 4: PFGC COO Scott McPherson Reports Stock Grants

Performance Food Group Co's President and COO, Scott McPherson, reported the acquisition of 25,959 shares of common stock through grants and the disposition of 5,399 shares for tax purposes.

Summary

• Scott E. McPherson, President and Chief Operating Officer of Performance Food Group Co (PFGC), reported changes in his beneficial ownership of company common stock.
• On August 19, 2025, McPherson acquired 15,890 shares of common stock as a performance-based restricted stock grant, which vested due to the achievement of applicable performance targets based on relative total shareholder return for the period July 3, 2022, to June 28, 2025.
• On the same date, he disposed of 5,399 shares of common stock at a price of $99.32 per share, likely for tax withholding purposes related to the vesting of restricted stock.
• Additionally, on August 19, 2025, McPherson acquired another 10,069 shares of common stock through a restricted stock grant, which is set to vest in three equal annual installments beginning on August 19, 2026.
• Following these transactions, McPherson's direct beneficial ownership of common stock increased to 173,985 shares.

Sentiment

Score: 7

Explanation: The filing indicates the achievement of performance targets for a significant executive stock grant and further aligns executive incentives with long-term shareholder value through additional restricted stock grants. The disposition of shares is a standard tax-related event, and the overall activity reflects positive executive compensation and retention.

Positives

• The grant of 15,890 performance-based restricted shares indicates the achievement of pre-defined performance targets for the period July 3, 2022, to June 28, 2025, based on relative total shareholder return.
• The grant of 10,069 restricted shares aligns management incentives with long-term shareholder value through future vesting over three years.
• The overall increase in beneficial ownership for a key executive signals continued confidence and commitment to the company's future.

Negatives

• The disposition of 5,399 shares at $99.32, likely for tax withholding, represents a reduction in direct ownership, although this is a common and expected event upon vesting.

Future Outlook

The 10,069 restricted stock grant is scheduled to vest in three equal annual installments beginning August 19, 2026, aligning executive incentives with future company performance and long-term value creation.

Management Comments

• The Human Capital and Compensation Committee of the Company certified the achievement of applicable performance targets for the performance-based restricted stock grant.

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact due to executive compensation being tied to performance targets (relative total shareholder return) and long-term retention, indicating management's continued commitment.
• Employees: Reflects the company's compensation structure for executives, potentially setting a precedent for performance-based incentives.

Next Steps

• The remaining 10,069 restricted shares will vest in three equal annual installments starting August 19, 2026.

Key Dates

Recommendation

The Form 4 indicates that a key executive received significant stock grants, including performance-based awards where targets were met, and additional restricted stock for future vesting. This suggests positive internal performance and strong alignment of management incentives with shareholder interests. While not a direct financial performance report, it provides a positive signal regarding executive confidence and retention, supporting a 'hold' position for existing investors.

Keywords

Performance Food Group, PFGC, Scott McPherson, insider transaction, stock grant, restricted stock, executive compensation, Form 4, beneficial ownership