EX-10.42 NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION SUMMARY
EX-10.42 2 g05720exv10w42.htm EX-10.42 NAMED EXECUTIVE OFFICER AND DIRECTOR COMPENSATION SUMMARY EX-10.42
EXHIBIT 10.42
DIRECTOR COMPENSATION SUMMARY
Annual Retainer
Each non-employee director receives $35,000 as an annual retainer.
Meeting Fees
For each meeting of the board of directors of Performance Food Group Company, a Tennessee corporation, (the Company), attended in person a non-employee director receives $1,500. A non-employee director also receives $1,000 for each committee meeting attended in person. A non-employee director receives $750 and $500, respectively, for each board and committee meeting attended by telephone. In lieu of the foregoing committee meeting fees, the chairman of the Audit Committee receives $1,500 for attending audit committee meetings, whether in person or by telephone.
Directors are also reimbursed for expenses reasonably incurred in connection with their services as directors.
Committee Chairmen and Presiding Director
The chairman of the Audit Committee receives an annual retainer of $10,000 and the chairmen of the Compensation and Nominating and Corporate Governance Committees receive an annual retainer of $5,000 each. The Presiding Director also receives an annual retainer of $25,000.
Equity Incentives
The Board of Directors awards each non-employee director 2,500 shares of restricted stock under the terms of the Companys 2003 Equity Incentive Plan on the date of his or her initial election or appointment to the Board of Directors and awards each non-employee director 2,500 shares of restricted stock under the terms of the Companys 2003 Equity Incentive Plan annually on the date of the Companys annual meeting of shareholders. These restricted shares will vest, in each case, on the first anniversary of the date of grant.
Stock Ownership Guidelines
By the later of (i) August 23, 2008; or (ii) three years from a non-employee directors initial appointment or election to the Board of Directors, each non-employee director must beneficially own shares of the Companys common stock having a value equal to at least three times the then annual retainer paid to the Companys non-employee directors. Shares of restricted stock awarded to a non-employee director shall be included when calculating whether a non-employee director owns the requisite amount of the Companys common stock under these guidelines, but shares subject to unexercised options will not.
NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
Fiscal 2006 discretionary cash incentive payments for the Companys named executive officers for the one and two-year periods ended December 30, 2006 were as follows:
CASH INCENTIVE | ||||||
NAME | TITLE | PLAN AMOUNT | ||||
Robert C. Sledd | Chairman | $ | 156,420 | |||
Steven L. Spinner | President and Chief Executive Officer | $ | 88,170 | |||
Tom Hoffman | Senior Vice President, President and Chief Executive Officer - Customized Division | $ | 270,300 | |||
John D. Austin | Senior Vice President and Chief Financial Officer | $ | 173,230 | |||
Joseph J. Paterak Jr. | Senior Vice President of Strategy and Support Services | $ | 52,866 | |||
Charlotte L. Perkins | Chief Human Resources Officer | $ | 118,500 |
In addition to their base salaries, these named executive officers are also eligible to:
| Receive cash bonuses under the Companys 2007 Cash Incentive Plan; | ||
| Participate in the Companys equity incentive programs, which may involve the award of stock options, stock settled stock appreciation rights and/or restricted stock pursuant to the Companys 2003 Equity Incentive Plan; and | ||
| Participate in the Companys broad-based benefit programs generally available to the Companys employees, including health, disability and life insurance programs and the Companys 401k plan as well as the Companys Supplemental Executive Retirement Plan, Executive Deferred Compensation Plan and Senior Management Severance Plan. |
For 2006, the Company made the following contributions to the named executive officers accounts under the Companys Supplemental Executive Retirement Plan:
NAME | TITLE | SERP CONTRIBUTION | ||||
Robert C. Sledd | Chairman | $ | | (1) | ||
Steven L. Spinner | President and Chief Executive Officer | $ | 29,250 | |||
Tom Hoffman | Senior Vice President, President and Chief Executive Officer Customized Division | $ | 30,349 | |||
John D. Austin | Senior Vice President and Chief Financial Officer | $ | 25,526 | |||
Joseph J. Paterak, Jr. | Senior Vice President of Strategy and Support | $ | 17,311 | |||
Charlotte L. Perkins | Chief Human Resources Officer | $ | 17,805 |
The foregoing information is summary in nature. Additional information regarding the named executive officer compensation will be provided in the Companys proxy statement to be filed in connection with the 2007 annual meeting of the Companys shareholders.
(1) Mr. Sledd voluntarily elected not to participate.