Business Context and Reporting Period
Company: Grocery Outlet Holding Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2024
Reporting Period: This filing reports on corporate governance changes effective January 6, 2025, rather than a financial reporting period.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change reported is the appointment of a new Chief Financial Officer and the departure of the Interim CFO.
- New Appointment: Christopher M. Miller appointed as Executive Vice President and Chief Financial Officer, effective January 6, 2025.
- Departure: Lindsay E. Gray will cease service as Interim CFO and principal financial officer effective January 6, 2025, remaining as Senior Vice President, Accounting.
Management Commentary, Risks, and Compensation
Compensation Package for Christopher M. Miller:
- Base Salary: $550,000 annually (prorated from start date).
- Cash Bonus: Target of 60% of base salary.
- Signing Bonus: $100,000.
- Equity Grants:
- Annual target grant value of 200% of base salary (60% Performance Stock Units, 40% Restricted Stock Units).
- Additional new hire grant of Restricted Stock Units valued at $400,000.
- Severance: Eligible to participate in the Executive Severance Plan through March 31, 2027.
Management Commentary: Mr. Miller reports to Eric J. Lindberg, Jr., Chairman of the Board and Interim President and CEO. Mr. Miller brings extensive experience from Shamrock Foods Company, Core-Mark Holding Co., and Cost Plus World Market.
Risks and Contingencies: No specific financial risks or contingencies are disclosed in this filing.
Investor Verification Checklist
- Verify the effective date of the CFO transition (January 6, 2025).
- Review the total potential annual compensation value for the new CFO, including equity components.
- Confirm the continued role of Lindsay E. Gray as Senior Vice President, Accounting.
- Check for any subsequent filings regarding the departure of the Interim CEO or other executive changes.