Business Context and Reporting Period
This Form 8-K Current Report, filed on December 18, 2025, covers events occurring on December 17, 2025, for Performance Food Group Company (PFGC). The filing details significant executive leadership transitions and associated compensation adjustments effective January 1, 2026.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation.
Material Changes
- Executive Departure: George L. Holm, Chairman and CEO, notified the Company of his intention to retire and resign as CEO effective January 1, 2026.
- Executive Appointment: Scott E. McPherson was elected CEO and President, effective January 1, 2026. He previously served as President and COO since January 2025.
- Board Changes: The Board size increased from 13 to 14 directors. Mr. McPherson was elected to the Board, and Mr. Holm was elected as Executive Chair of the Board, both effective January 1, 2026.
Guidance, Outlook, and Compensation Details
The filing outlines specific compensatory arrangements for the leadership transition:
- Scott E. McPherson (New CEO):
- Base salary increased to $1,000,000 per year.
- Annual cash incentive target set at 150% of base salary.
- Annual long-term incentive equity award target set at $6,000,000.
- One-time equity grant of $1,750,000 (60% performance shares based on Relative TSR vs. Russell 1000 Index; 40% time-based restricted stock vesting over three years).
- George L. Holm (Executive Chair):
- Annual salary reduced to $600,000 for the remainder of fiscal 2026.
- Annual cash incentive target reduced to 100% of base salary for the remainder of fiscal 2026.
No forward-looking financial guidance or risk factors were disclosed in this specific filing.
Investor Verification Checklist
- Verify the exact effective date of the leadership transition (January 1, 2026).
- Review the performance metrics for Mr. McPherson's equity grant, specifically the Relative TSR measurement periods and weighting.
- Confirm the reduction in Mr. Holm's compensation package relative to his prior CEO role.
- Check for any subsequent filings regarding the search for a new Chairman if Mr. Holm's role as Executive Chair is temporary.