Sysco Corp DEF 14A: Executive Compensation Details

Ticker: SYY · Form: DEF 14A · Filed: 2024-10-03T00:00:00.000Z

Sentiment: neutral

Topics: executive-compensation, proxy-statement, corporate-governance

Related Tickers: SYY

TL;DR

Sysco's 2024 DEF 14A is out, detailing exec pay, equity awards, and pension values for FY24.

AI Summary

Sysco Corporation filed its DEF 14A on October 3, 2024, detailing executive compensation for the fiscal year ending June 29, 2024. The filing includes information on equity awards, pension values, and changes in pension values for its named executive officers. It also covers the fiscal years ending July 1, 2023, and July 2, 2022, providing comparative data on compensation elements.

Why It Matters

This filing provides transparency into how Sysco Corporation compensates its top executives, which can influence investor decisions and perceptions of corporate governance.

Risk Assessment

Risk Level: low — This is a routine annual filing disclosing executive compensation and corporate governance information, with no immediate financial risks indicated.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders for an upcoming annual or special meeting of shareholders. It provides detailed information about matters to be voted on, including executive compensation, director nominations, and other corporate governance issues.

What specific fiscal year's executive compensation is detailed in this filing?

This DEF 14A filing details executive compensation for the fiscal year ending June 29, 2024, and also provides comparative data for the fiscal years ending July 1, 2023, and July 2, 2022.

What types of compensation elements are typically disclosed in a DEF 14A for executive officers?

DEF 14A filings typically disclose elements such as base salary, stock awards, option awards, non-equity incentive plan compensation, changes in pension value and nonqualified deferred compensation earnings, and all other compensation.

Who is the filer of this DEF 14A?

The filer of this DEF 14A is Sysco Corporation, identified by Central Index Key 0000096021.

What is the SIC code for Sysco Corporation?

The Standard Industrial Classification (SIC) code for Sysco Corporation is 5140, which corresponds to Wholesale - Groceries & Related Products.

Filing Stats: 4,265 words · 17 min read · ~14 pages · Grade level 15.3 · Accepted 2024-10-03 17:18:02

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 9 CORPORATE GOVERNANCE 10 Board Leadership Structure 11 Director Independence 12 Board Committees 13 Board Meetings 16 Annual Board Self-Evaluation 16 Risk Oversight 17 BOARD OF DIRECTORS MATTERS (ITEM 1) 18 Board Refreshment and Director Orientation and Education 18 Election of Directors 19 Board Recommendation 24 Nominees for Election as Directors at the Annual Meeting 25 DIRECTOR COMPENSATION 33 Overview of Non-Employee Director Compensation 33 Directors Deferred Compensation Plan 33 Equity-Based Awards to Non-Employee Directors 34 Stock Ownership Guidelines 35 Fiscal Year 2024 Director Compensation 35 Certain Relationships and Related Person Transactions 37 GLOBAL CODE OF CONDUCT 38 EXECUTIVE OFFICERS 39 Management Development and Succession Planning 42 STOCK OWNERSHIP 43

Security Ownership of Officers and Directors

Security Ownership of Officers and Directors 43

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 44 Policies and Practices for Granting Certain Equity Awards 45 Delinquent Section 16(a) Reports 45 EQUITY COMPENSATION PLAN INFORMATION 46 2 SYSCO CORPORATION // 2024 Proxy Statement TABLE OF CONTENTS ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION (ITEM 2) 47 Required Vote 47 Board Recommendation 47 A LETTER FROM THE CHAIR OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE 48 COMPENSATION DISCUSSION AND ANALYSIS 49 Executive Summary 49 Philosophy of Our Executive Compensation Programs 50 How Executive Pay is Established 51 What We Paid 54 Fiscal Year 2025 Executive Compensation 62 Stock-Related Policies 63

Executive Compensation Governance and

Executive Compensation Governance and Other Information 65 Report of the Compensation and Leadership Development Committee 67

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 68 Summary Compensation Table 68 Grants of Plan-Based Awards 70 Outstanding Equity Awards at Year-End 71 Option Exercises and Stock Vested 73 Nonqualified Deferred Compensation 74 Pension Benefits 75 CEO Pay Ratio 77 Pay Versus Performance 77 Quantification of Termination/Change in Control Payments 81 VOTE TO APPROVE THE ADOPTION OF THE SYSCO CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN (ITEM 3) 84 Required Vote 86 Board Recommendation 86 REPORT OF THE AUDIT COMMITTEE 87 FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 88 Pre-Approval Policy 88 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS SYSCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 4) 89 Required Vote 89 STOCKHOLDER PROPOSAL (ITEM 5) 90 Board of Directors' Statement in Opposition of the Proposal 91 Required Vote 91 STOCKHOLDER PROPOSALS 92 Presenting Business or Nominating Directors for Election 92 Meeting Date Changes 92 QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 93 ANNEX I - NON-GAAP RECONCILIATIONS 98 ANNEX II - 2025 EMPLOYEE STOCK PURCHASE PLAN 103 1 This paragraph contains non-GAAP financial measures, which are denoted as "adjusted." See pages 29 through 34 in the attached Form 10-K for a reconciliation of these non-GAAP measures to the corresponding GAAP results and an explanation of the adjustments that we have made in order to calculate these adjusted measures. SYSCO CORPORATION // 2024 Proxy Statement 3 LETTER FROM OUR CHAIR OF THE BOARD & CEO AND LEAD INDEPENDENT DIRECTOR Kevin Hourican Chair of the Board and Chief Executive Officer Larry Glasscock Lead Independent Director Dear Sysco Stockholder, On behalf of the Board of Directors, we are pleased to invite you to attend Sysco's 2024 Annual Meeting of Stockholders which will take place virtually on November 15, 2024, at 10:00 a.m. (Central T

Executive Compensation Highlights

Executive Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Fiscal Year 2024 Compensation Design In July 2023, the Compensation and Leadership Development Committee (the "CLD Committee") established the framework of the executive compensation program for fiscal year 2024. The CLD Committee acknowledged that in fiscal year 2023, Sysco successfully achieved record-breaking financial results. Notably, we recorded an increase in annual sales of 11.2% to more than $76.3 billion on a comparable 52-week basis. Additionally, we achieved the highest full-year adjusted operating income in our history. For more details, please refer to the reconciliation in Annex I - Non-GAAP Reconciliations. The CLD Committee is steadfast in its commitment to fostering a pay-for-performance culture, ensuring that our executive compensation programs are not only responsive to stockholder feedback, but also provide clear, quantifiable pre-established metrics that are aligned with our financial goals. For fiscal year 2024, the CLD Committee implemented financial and non-financial measures, incorporating rigorous financial performance metrics for our Annual Incentive Plan ("AIP") and Long-Term Incentive Program ("LTIP"). Annual Incentive Program: The AIP for fiscal year 2024 has been designed to provide an incentive opportunity tied to financial measures, Strategic Business Objectives ("SBOs") aligned to the highest priority initiatives under our Recipe for Growth strategic plan and our Responsible Growth SBOs. This alignment ensures that the AIP drives financial performance and also promoted responsible and sustainable growth. Long-Term Incentive Program: The LTIP includes a diversified mix of compensation elements: (i) performance share units ("PSUs") with a three-year performance period focused on achieving benchmarks related to return on invested capital, earnings per share and targeted revenue growth; (ii) restricted stock units ("RSUs"); and (iii) stock options Pay Element Descr

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