Form 4: US Foods EVP William Hancock Acquires Shares Following Performance-Based Vesting

William Spencer Hancock, EVP and Chief Supply Chain Officer at US Foods Holding Corp., acquired 7,828 shares of common stock due to the vesting of performance-based restricted stock units.

Summary

• On February 24, 2025, William Spencer Hancock, EVP and Chief Supply Chain Officer of US Foods Holding Corp., acquired 7,828 shares of common stock.
• This acquisition resulted from the vesting of performance-based restricted stock units granted on March 28, 2022, adjusted to reflect the company's achievement of pre-established performance goals for the three-year period ending December 28, 2024.
• These restricted stock units will vest on March 28, 2025, contingent upon Hancock's continued employment with US Foods.
• Hancock also acquired 361 shares of US Foods' common stock through the company's Amended and Restated Employee Stock Purchase Plan, which were not previously reported.
• Following these transactions, Hancock beneficially owns 88,128 shares of US Foods Holding Corp.
• A Power of Attorney was executed on November 8, 2023, granting Martha Ha and Brett R. Schroeder the authority to act on Hancock's behalf for SEC filings related to US Foods Holding Corp.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the vesting of performance-based restricted stock units suggests the company achieved its performance goals. The executive's increased stake in the company is also a positive signal.

Positives

• The vesting of performance-based restricted stock units suggests that US Foods Holding Corp. met certain pre-established performance goals.
• Hancock's increased stake in the company aligns his interests with those of other shareholders.
• The Employee Stock Purchase Plan allows employees to acquire company stock, potentially fostering a sense of ownership and commitment.

Future Outlook

The restricted stock units will vest on March 28, 2025, subject to the reporting person's continued employment with the Issuer through the vesting date.

Industry Context

Executive compensation through stock options and restricted stock units is a common practice in the food distribution industry to align management's interests with those of shareholders. Vesting based on performance metrics is also a standard approach to incentivize specific company achievements.

Comparison to Industry Standards

• Companies like Sysco and Performance Food Group also utilize stock-based compensation for their executives.
• The specific performance metrics used for vesting often vary but typically include revenue growth, profitability, and return on invested capital.
• Executive stock ownership is generally viewed positively by investors as it demonstrates confidence in the company's future prospects.

Stakeholder Impact

• Shareholders may view the vesting of performance-based restricted stock units as a positive sign, indicating that the company is meeting its goals.
• Employees participating in the Employee Stock Purchase Plan benefit from the opportunity to acquire company stock.
• The executive's increased stake in the company aligns his interests with those of shareholders, potentially leading to decisions that benefit all stakeholders.

Key Dates