ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On November 16, 2020, the Board of Directors (the "Board") of Sysco Corporation
(the "Company") named Mr. Aaron E. Alt as Executive Vice President and Chief
Financial Officer of the Company, with an expected effective date of December 7,
2020 (the "Effective Date"). Mr. Alt will succeed Mr. Joel T. Grade, who will be
transitioning to serve as the Company's Executive Vice President, Business
Development, effective as of the Effective Date.
Mr. Alt, 49, most recently served as Senior Vice President and Chief Financial
Officer of Sally Beauty Holdings ("SBH"), an international specialty retailer
and distributor of professional beauty supplies, and President of Sally Beauty
Supply, the world's largest retailer of professional beauty supplies, based in
Dallas, Texas, since October 2018. Mr. Alt previously served as SBH's Senior
Vice President, Chief Financial Officer and Chief Administrative Officer from
May 2018 to October 2018. Prior to his appointment with SBH, Mr. Alt served in
various executive leadership roles on increasing responsibility at Target
Corporation, an American retailing company and the second-largest discount
retailer in the U.S., including Senior Vice President, Operations from March
2017 to May 2018; Senior Vice President Grocery Transformation from January 2016
to March 2017; Chief Executive Officer, Target Canada Co. from January 2015 to
May 2018; Senior Vice President, Finance from August 2015 to January 2016;
Senior Vice President, Tax and Treasurer from March 2015 to August 2015; Senior
Vice President, Business Development, Risk Management, Tax and Treasurer from
October 2013 to March 2015; and Senior Vice President, Business Development and
Treasurer from September 2012 to October 2013. Prior to joining Target
Corporation, Mr. Alt held several senior level positions with Sara Lee
Corporation from 2004 to 2012. Mr. Alt was a partner at the law firm of
Kirkland & Ellis in London from 2003 to 2004. Mr. Alt holds a J.D. from Harvard
Law School, an M.B.A. from J.L. Kellogg School of Management at Northwestern
University and a B.A. in History and Political Science from Northwestern
University.
Executive Vice President and Chief Financial Officer Compensation Arrangements
In connection with Mr. Alt's appointment as Executive Vice President and Chief
Financial Officer, Mr. Alt entered into a letter agreement with the Company,
pursuant to which he will be eligible to receive an annual base salary of
$775,000 and will be eligible to receive (i) a target short-term cash incentive
opportunity equal to 50% of his annual base salary for the performance period
from December 27, 2020 to July 3, 2021, and (ii) annual equity awards in the
amounts and on such terms as are determined by the Compensation and Leadership
Development Committee of the Board. For the Company's fiscal year 2021, he will
receive an annual equity award under the Company's fiscal year 2021 long-term
incentive program with a grant date fair value equal to 325% of his annual base
salary that consists 50% of performance share units, 30% of stock options and
20% of restricted stock units.
In addition, Mr. Alt will receive a one-time cash payment equal to $365,000 (the
"sign-on bonus"). The sign-on bonus is primarily intended to compensate Mr. Alt
for the forfeiture of his outstanding equity awards issued by his current
employer that were scheduled to vest in May 2021, with a portion of the sign-on
bonus awarded in lieu of a pro-rated award for the current six-month performance
period (i.e., June 28, 2020 to December 26, 2020) under the Company's short-term
incentive program. The after-tax amount of the sign-on bonus must be repaid to
the Company if Mr. Alt is terminated for cause or resigns prior to the first
anniversary of his start date, and 50% of the after-tax amount of the sign-on
bonus must be repaid if he is terminated for cause or resigns on or after the
first anniversary but prior to the second anniversary of the start date.
The foregoing description of the terms and conditions of the letter agreement
with Mr. Alt, does not purport to be complete and is qualified in its entirety
by reference to such agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Executive Vice President, Business Development Compensation Arrangements
In connection with his appointment as Executive Vice President, Business
Development, with respect to fiscal year 2021, Mr. Grade will continue to
receive an annual base salary of $690,000 and will continue to be eligible to
earn a target annual cash incentive opportunity equal to 125% of his annual base
salary.
A copy of the press release issued by the Company on November 17, 2020, is
attached as Exhibit 99.1 hereto.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Exhibits.
Not applicable.
(c) Exhibits.
Not applicable.
(d) Exhibits.
Exhibit
Number Description
10.1 Letter Agreement, dated as of November 12, 2020, by and between
Aaron E. Alt and Sysco Corporation.
99.1 Press Release dated as of November 17, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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