Form 4: Sysco SVP Granted Equity Awards Under Incentive Plan

Sysco's SVP and CAO, Jennifer L. Johnson, received new restricted stock units and stock options as part of the company's 2018 Omnibus Incentive Plan.

Summary

• Jennifer L. Johnson, Sysco's Senior Vice President and Chief Accounting Officer, acquired 3,767 shares of Common Stock in the form of Restricted Stock Units (RSUs) on August 21, 2025, with a grant price of $0.
• These RSUs will vest in three equal installments on August 21, 2026, August 21, 2027, and August 21, 2028.
• On August 22, 2025, 315 shares of Common Stock were disposed of at a price of $80.98 per share to cover tax withholding obligations upon the vesting of restricted stock units.
• Johnson also acquired 10,024 stock options on August 21, 2025, with an exercise price of $80.98 per share.
• These stock options will vest and become exercisable in three equal installments on August 21, 2026, August 21, 2027, and August 21, 2028, and will expire on August 20, 2035.
• All grants were made by the Compensation and Leadership Development Committee of Sysco's Board of Directors under the 2018 Omnibus Incentive Plan.
• Following these transactions, Johnson beneficially owns 15,448 shares of Common Stock and 10,024 stock options.

Sentiment

Score: 6

Explanation: The filing details routine executive compensation, which is generally a neutral to slightly positive event as it aligns management incentives with shareholder interests. It does not indicate any significant operational or financial changes for the company.

Positives

• The grant of 3,767 Restricted Stock Units and 10,024 stock options aligns executive interests with long-term shareholder value.
• The equity awards are part of a structured incentive plan, indicating a clear compensation strategy.

Negatives

• 315 shares of Common Stock were disposed of to satisfy tax withholding obligations, reducing the immediate beneficial ownership of common stock.

Future Outlook

The Restricted Stock Units and stock options are subject to a three-year vesting schedule, with installments on August 21, 2026, August 21, 2027, and August 21, 2028. The stock options will expire on August 20, 2035.

Industry Context

Executive equity grants are a standard practice across many industries, including food distribution, to incentivize leadership and align their financial interests with company performance and shareholder returns. These grants are consistent with typical compensation structures for senior executives in publicly traded companies.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and stock options as part of executive compensation is a common practice, comparable to incentive structures seen in large-cap companies like PepsiCo (PEP) or Coca-Cola (KO) within the broader food and beverage sector, aiming to retain talent and encourage long-term performance.
• The multi-year vesting schedule (three equal installments over three years) is a standard approach to ensure executive commitment and performance over a sustained period, aligning with best practices in corporate governance for executive incentive plans.

Corporate Governance

Stakeholder Impact

• Shareholders: The grants represent potential future dilution but also enhance the alignment of executive interests with shareholder value through equity ownership.
• Employees: Demonstrates the company's executive compensation framework and commitment to incentivizing leadership.

Next Steps

• First vesting of Restricted Stock Units and exercisability of stock options on August 21, 2026.
• Second vesting of Restricted Stock Units and exercisability of stock options on August 21, 2027.
• Third vesting of Restricted Stock Units and exercisability of stock options on August 21, 2028.
• Expiration of stock options on August 20, 2035.

Key Dates

Keywords

Sysco, SYY, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Stock Options, Equity Awards, Incentive Plan