Grocery Outlet Holding Corp.

For the period ended Jun 1, 2026. Filed Apr 21, 2026.

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.

Jun 1, 2026 · Filed Apr 21, 2026

GO$12.99-1.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Key Principles of Executive Compensation Program

When aligning our executive compensation program with our compensation philosophy, the Compensation Committee and the Company adhere to the following pay principles, policies and processes:

What We Do		What We Don’t Do
ü	Our fully independent Compensation Committee retains and actively engages with an independent compensation consultant		X	No single trigger vesting of equity-based awards upon change in control
		X	No tax gross ups on severance or change-in-control benefits
ü	Annually determine our peer group and review peer group and survey benchmarking data
		X	No hedging or pledging of our stock
ü	Align short- and long-term incentive programs to business strategy and stockholder interests		X	No significant executive perquisites or supplemental benefits except new hire inducements granted to Mr. Potter and Mr. Miller
ü	Maintain a performance-based cash incentive plan and a PSU equity award program, each based on objective financial goals aligned with business strategy and with payouts limited by minimums and caps
		X	No guaranteed bonuses, except new hire inducements, interim roles and severance
		X	Our equity plan does not allow repricing or exchange of underwater options without stockholder approval
ü	“At risk” compensation and long-term equity awards each represents a majority of target total direct compensation
		X	No dividend equivalents to executive officers paid on unvested RSU or PSU awards
ü	Conduct an annual risk assessment of the Company’s compensation programs, policies and practices, and have confirmed they are not reasonably likely to have a material adverse effect
ü	Maintain clawback policies, including a Dodd-Frank/Nasdaq-compliant policy
ü	Maintain stock ownership guidelines to support the alignment of executive officer and Board interests with our stockholders
ü	Provide an annual stockholder Say-on-Pay advisory vote
ü	Engage periodically with our stockholders regarding, among other things, our ESG strategy and executive compensation program

2026 Proxy Statement

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.