Grocery Outlet CEO Compensation Agreement

TL;DR

GO stock: CEO McGillicuddy's new pay deal is set, details out today.

AI Summary

Grocery Outlet Holding Corp. announced on January 17, 2025, changes in its executive compensation arrangements. Specifically, the company entered into a new employment agreement with its Chief Executive Officer, R. Brian McGillicuddy, effective January 17, 2025. The agreement details his salary, bonus potential, and equity awards.

Why It Matters

This filing provides insight into the compensation structure for Grocery Outlet's CEO, which can influence executive motivation and shareholder value perception.

Risk Assessment

Risk Level: low — The filing primarily concerns executive compensation, which is a routine disclosure and does not indicate significant operational or financial risk.

Key Players & Entities

• Grocery Outlet Holding Corp. (company) — Registrant
• R. Brian McGillicuddy (person) — Chief Executive Officer
• January 17, 2025 (date) — Effective date of employment agreement

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share GO Nasdaq Global Select Mar
• $1,025,000 — (i) receive an annual base salary of $1,025,000; (ii) be eligible for an annual incen
• $2.1 m — lue for financial reporting purposes of $2.1 million, with an exercise price equal to
• $2.1 million — with the number of target PSUs equal to $2.1 million divided by the Closing Price and a maxi
• $2.0 million — icted stock units in an amount equal to $2.0 million divided by the Closing Price and vestin
• $500,000 — receive a relocation allowance of up to $500,000 (net of applicable local, state and fed

Filing Documents

• tm253888d1_8k.htm (8-K) — 46KB
• tm253888d1_ex10-1.htm (EX-10.1) — 98KB
• tm253888d1_ex99-1.htm (EX-99.1) — 13KB
• tm253888d1_8kimg001.jpg (GRAPHIC) — 14KB
• tm253888d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-25-005036.txt ( ) — 416KB
• go-20250117.xsd (EX-101.SCH) — 3KB
• go-20250117_lab.xml (EX-101.LAB) — 33KB
• go-20250117_pre.xml (EX-101.PRE) — 22KB
• tm253888d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Jason Potter – Appointment as President and Chief Executive Officer, and Director; Execution of Employment Agreement On January 17, 2025, the board of directors (the "Board") of Grocery Outlet Holding Corp. (the "Company" or "Grocery Outlet") appointed Jason Potter as President and Chief Executive Officer of the Company, effective February 3, 2025. Mr. Potter, age 54, has over 30 years of experience in the grocery retail industry. He served as Chief Executive Officer and a director at The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals, from March 2020 to January 2025. The Fresh Market had approximately 166 stores in 22 states as of year-end 2024. From 1990 to June 2018, he served in successively senior positions at Sobeys Inc., a Canadian food and drug retailer and wholly owned subsidiary of The Empire Company Limited that was primarily franchise driven. Most recently, he served from May 2017 to June 2018 as Executive Vice President of Operations, where he oversaw store operations for approximately 1,500 full service and community stores under the Sobeys, Safeway, IGA, Foodland and Thrifty Food brands. Prior to that, he served as President of Sobeys West, President of Sobeys Atlantic, and President of Multi-Format Operations. Mr. Potter received his Bachelor of Management and Master of Business Administration from Athabasca University. He also completed the Advanced Management Program at Harvard Business School. On January 17, 2025, and in connection with such appointment, Mr. Potter entered into an Employment Agreement, effective February 3, 2025 , with the Company and Grocery Outlet Inc. (the "Employment Agreement"). In connection with his appointment, the Employment Agreement provides that Mr. Potter will: (i) receive an annual base salary of $1,025,000; (

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 22, 2025, the Company issued a press release announcing Mr. Potter's appointment as President and Chief Executive Officer of the Company and as a director of the Board, each effective February 3, 2025. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Employment Agreement, effective February 3, 2025 by and among Jason Potter, Grocery Outlet Holding Corp. and Grocery Outlet Inc. 99.1 Press release, dated January 22, 2025, entitled "Grocery Outlet Holding Corp. Announces New President and Chief Executive Officer" 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *Management contract or compensatory plan or arrangement.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Grocery Outlet Holding Corp. Date: January 22, 2025 By: /s/ Luke D. Thompson Name: Luke D. Thompson Title: Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR