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UNITED NATURAL FOODS INC

For the period ended Dec 17, 2024. Filed Nov 6, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 17, 2024 · Filed Nov 6, 2024

UNFI$45.30-1.5%Stored close · as of Nov 6, 2026
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Contents

Executive Compensation Program Highlights

Our executive compensation program is designed to align our executive compensation with long-term stockholder interests and incorporates the following best practices:

WHAT WE DO
üOur NEO pay is aligned with financial performance, with variable, performance-based pay constituting 71% - 86% of NEO compensation at target in fiscal 2024.
üWe grant incentive compensation based on rigorous performance conditions and peer group comparisons.
üPerformance-based incentive awards are tied 100% to pre-established financial metrics; any adjustments to performance targets and conditions impacting payouts are considered by the Compensation Committee in accordance with pre-established guidelines.
üOur Compensation Committee engages an independent compensation consultant to advise on our compensation program.
üOur change in control severance benefits are double-trigger and provide for market multiples of 2 to 2.5 (CEO only) and cover only executive officers and small groups of officers under pre-existing agreements.
üSeverance agreements for executives other than CEO are limited to 1x multiple of base and bonus and to three-year terms and cover only executive officers and a small group of officers under pre-existing agreements in exchange for restrictive covenants.
üIn addition to the NYSE-mandated executive clawback policy, we have a policy for recoupment of performance-based compensation applicable to our executive officers and other senior officers, which we recently enhanced to permit the Board to require forfeiture of both performance-based and time-based incentive compensation in the event of misconduct causing reputational harm.
üWe have robust stock ownership guidelines for NEOs and certain other officers.
üEquity awards continue to vest through qualifying retirement, with proration of awards granted in year of retirement to match service period.
üWe require employment and post-employment covenants (including non-compete, non-solicitation and assignment of intellectual property) for executive officers and all equity and bonus participants, unless prohibited by law.
WHAT WE DON’T DO
ûNo employment agreements with any executive officers (including CEO).
ûNo uncapped incentive opportunities.
ûNo change in control agreements are expected to be extended beyond key executive officers and the existing group.
ûNo severance agreements are expected to be extended beyond existing group and are time-bound.
ûNo tax gross-ups of severance or change in control payments.
ûNo hedging or short sales of our stock and no pledging by certain employees, including executive officers.
ûNo excessive perquisites.
ûNo supplemental retirement benefits.
ûNo guaranteed bonuses.
ûNo incentives that motivate excessive risk-taking.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.