Form 4: US Foods Director Ann Ziegler Boosts Stake with Restricted Stock Unit Grant

US Foods Holding Corp. Director Ann Elizabeth Ziegler acquired 2,306 shares of common stock through a restricted stock unit grant, increasing her total beneficial ownership.

Summary

• Ann Elizabeth Ziegler, a Director of US Foods Holding Corp. (USFD), acquired 2,306 shares of common stock on May 22, 2025.
• These shares were granted as restricted stock units (RSUs) at a price of $0, indicating they are part of compensation.
• Each restricted stock unit represents a right to receive one share of the Issuer's common stock.
• Following this transaction, Ms. Ziegler directly beneficially owns 30,016 shares of common stock.
• Additionally, Ms. Ziegler indirectly beneficially owns 2,912 shares of common stock held in trust.
• The restricted stock units are set to vest on the one-year anniversary of the grant date, May 22, 2026, or earlier if the 2026 annual meeting occurs prior to that date.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director is generally a positive signal, as it increases insider ownership and aligns the director's financial interests with those of shareholders, indicating confidence in the company's future.

Positives

• The acquisition of 2,306 restricted stock units by a director aligns management's interests with those of shareholders, signaling confidence in the company's future performance.
• The grant of restricted stock units is a common form of equity compensation, indicating ongoing commitment and retention of key board members.

Future Outlook

The restricted stock units granted to Director Ann Elizabeth Ziegler are scheduled to vest on the one-year anniversary of the grant date (May 22, 2026), or earlier if the 2026 annual meeting occurs prior to that date, indicating a future milestone for the conversion of these units into common stock.

Industry Context

This Form 4 filing reflects a routine insider transaction, specifically an equity grant to a director, which is a common practice across industries for executive and board compensation, aiming to align their interests with long-term shareholder value. US Foods operates in the foodservice distribution industry, where such compensation structures are standard for attracting and retaining talent.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) at a $0 price is a standard practice for director compensation across publicly traded companies, including those in the foodservice distribution sector like Sysco Corporation or Performance Food Group Company, as it ties director incentives directly to the company's stock performance.
• The vesting schedule of one year is also a common period for director RSU grants, promoting long-term commitment and oversight.

Stakeholder Impact

• Shareholders: Increased director ownership through equity grants can be viewed positively as it aligns the director's financial interests with shareholder value creation.
• Employees: While not directly impacting employees, the compensation structure for directors reflects broader corporate governance practices.

Next Steps

• The restricted stock units granted on May 22, 2025, are expected to vest on the one-year anniversary of the grant date (May 22, 2026), or potentially earlier if the 2026 annual meeting occurs before that date, at which point they will convert into common stock.

Key Dates

Keywords

US Foods Holding Corp., USFD, Ann Elizabeth Ziegler, Director, SEC Form 4, Insider Trading, Restricted Stock Units, Equity Compensation, Beneficial Ownership, Corporate Governance