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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Jan. 01, 2022
Jan. 02, 2021
Dec. 28, 2019
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following disclosure sets forth the "compensation actually paid" to our NEOs in relation to certain performance measures of the Company in accordance with Item 402(v) of Regulation S-K. The compensation actually paid (or "CAP") to our CEO (referred to below as the Principal Executive Officer or "PEO") and to our other NEOs ("Non-PEO NEOs") and certain company financial metrics are presented for the last five fiscal years, calculated in accordance with SEC requirements. CAP does not necessarily reflect compensation actually earned by or paid to our NEOs in each covered year or how the Compensation Committee evaluates compensation decisions. The Company's pay-for-performance philosophy and how the Company links compensation to company performance is discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement.

 

 

 

 

 

 

 

 

 

 

Summary Compensation Table Total

 

Compensation
Actually Paid

 

 

Value of Initial Fixed $100 Investment Based On (3):

 

 

Year

PEO1

PEO2

 

PEO1

PEO2

Average
Summary
Compensation
Table Total for
Non-PEO
NEOs

Average
Compensation
Actually Paid
to Non-PEO
NEOs

Total
Share-
holder
Return

Peer Group
Total
Share-
holder
Return

Net
Income
($000)

Adjusted EBITDA
($000)

(1)

(2)

(2)

 

(5)

 

(2)

(5)

 

 

 

(4)

 

 

 

 

 

 

 

 

 

 

 

2024

$6,992,544

n/a

 

$4,023,734

n/a

$1,746,040

$1,334,500

$156.67

$187.14

$299

$258,486

2023

9,977,490

n/a

 

8,788,599

n/a

2,076,269

1,790,152

$188.95

164.17

52,237

257,401

2022

9,743,982

n/a

 

10,477,683

n/a

1,782,208

1,681,256

$239.76

198.10

34,518

242,879

2021

4,670,472

n/a

 

5,444,034

n/a

1,611,915

1,668,379

$198.78

215.52

73,751

213,706

2020

1,244,893

4,384,274

 

1,251,196

4,341,191

1,737,123

1,642,906

$129.46

111.49

75,914

234,813

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Tony Sarsam (PEO1) became our CEO in September 2020. Dennis Eidson (PEO2) served as Interim CEO until September 2020. The non-PEO NEOs represent the following individuals for each of the years shown, as follows: (i) for fiscal year 2024 – Jason Monaco, Thomas Swanson, Masiar Tayebi and Bennett Morgan; (ii) for fiscal year 2023 – Jason Monaco, David Sisk, Masiar Tayebi and Bennett Morgan; (iii) for fiscal year 2022 – Jason Monaco, Arif Dar, Yvonne Trupiano, Bennett Morgan, Thomas Swanson and Masiar Tayebi; (iv) for fiscal year 2021 – Jason Monaco, Mark Shamber, Kathleen Mahoney, Yvonne Trupiano, Arif Dar and Thomas Swanson; and (v) for fiscal year 2020 – Mark Shamber, Walt Lentz, Kathleen Mahoney, Yvonne Trupiano and Lori Raya.
(2)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Sarsam and Mr. Eidson and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than Mr. Sarsam and Mr. Eidson.
(3)
Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on December 28, 2019. Historical stock price performance is not necessarily indicative of future stock price performance. The peer group TSR consists of the S&P SmallCap 600 Food Distributors Index, which is the same peer group used in Part II, Item 5 of our 2024 annual report.
(4)
The Company selected Adjusted EBITDA as the Company Selected Measure as it believes Adjusted EBITDA most closely aligns compensation actually paid and Company financial performance. Under the annual cash incentive awards, Adjusted EBITDA is defined as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company. A reconciliation of net earnings to adjusted EBITDA, a non-GAAP financial measure, is provided in Appendix A.
(5)
To calculate compensation actually paid, the following adjustments were made to the amounts reported in the Summary Compensation Table (on the following page) for the most recent completed fiscal year for Tony Sarsam (PEO1) and the non-PEO NEOs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary Compensation Total to Compensation Actually Paid Reconciliation

PEO1

Average Non-PEO NEOs

Summary Compensation Table Total (a)

 

$6,992,544

$1,746,040

Minus: Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b)

 

(4,492,236)

(613,855)

Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c)

 

4,002,212

543,200

Minus: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (c)

 

(2,616,752)

(361,074)

Plus: Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (c)

 

Minus: Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year (c)

 

(158,401)

(23,607)

Minus: Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (c)

 

Plus: Change in Value of Accrued Dividends

 

296,367

43,796

Equals Compensation Actually Paid

 

$4,023,734

$1,334,500

 

 

 

 

 

(a)
Represents Total Compensation as reported in the Summary Compensation Table for the most recent completed fiscal year. With respect to the non-PEO NEOs, amounts shown represent averages. See footnote 1 above for the NEOs included in the average for the most recent fiscal year.
(b)
Represents the grant date fair value of the stock awards granted during the 2024 fiscal year, as reported in the Summary Compensation Table, computed in accordance with the methodology used for financial reporting purposes.
(c)
Represents fair value or change in fair value, as applicable, of stock awards determined by reference to (1) for restricted stock awards and RSUs, closing stock price at 2024 year-end or, in the case of vesting dates, the actual vesting date, (2) for PSU awards, the same valuation methodology as restricted stock awards and RSUs except year-end values are based on the probable outcome of the performance condition as of each measurement date.
         
Company Selected Measure Name Adjusted EBITDA          
Named Executive Officers, Footnote
(1)
Tony Sarsam (PEO1) became our CEO in September 2020. Dennis Eidson (PEO2) served as Interim CEO until September 2020. The non-PEO NEOs represent the following individuals for each of the years shown, as follows: (i) for fiscal year 2024 – Jason Monaco, Thomas Swanson, Masiar Tayebi and Bennett Morgan; (ii) for fiscal year 2023 – Jason Monaco, David Sisk, Masiar Tayebi and Bennett Morgan; (iii) for fiscal year 2022 – Jason Monaco, Arif Dar, Yvonne Trupiano, Bennett Morgan, Thomas Swanson and Masiar Tayebi; (iv) for fiscal year 2021 – Jason Monaco, Mark Shamber, Kathleen Mahoney, Yvonne Trupiano, Arif Dar and Thomas Swanson; and (v) for fiscal year 2020 – Mark Shamber, Walt Lentz, Kathleen Mahoney, Yvonne Trupiano and Lori Raya.
         
Peer Group Issuers, Footnote The peer group TSR consists of the S&P SmallCap 600 Food Distributors Index, which is the same peer group used in Part II, Item 5 of our 2024 annual report.          
PEO Total Compensation Amount $ 6,992,544          
PEO Actually Paid Compensation Amount 4,023,734          
Non-PEO NEO Average Total Compensation Amount 1,746,040 $ 2,076,269 $ 1,782,208 $ 1,611,915 $ 1,737,123  
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,334,500 1,790,152 1,681,256 1,668,379 1,642,906  
Compensation Actually Paid vs. Total Shareholder Return

img256182137_94.jpg

         
Compensation Actually Paid vs. Company Selected Measure

img256182137_95.jpg

         
Tabular List, Table

The table below lists financial measures which in our assessment represent the most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs to company performance for 2024, the most recent fiscal year. Please see the Compensation Discussion and Analysis for further information regarding how these measures are calculated and how they are used in our executive compensation program.

Most Important Financial Measures

Adjusted EBITDA

Adjusted Earnings Per Share (EPS)

Net Sales

 

         
Total Shareholder Return Amount $ 156.67 188.95 239.76 198.78 129.46  
Peer Group Total Shareholder Return Amount 187.14 164.17 198.1 215.52 111.49  
Net Income (Loss) $ 299,000 $ 52,237,000 $ 34,518,000 $ 73,751,000 $ 75,914,000  
Company Selected Measure Amount 258,486,000 257,401,000 242,879,000 213,706,000 234,813,000  
Initial Fixed Investment Value           $ 100
Measure:: 1            
Pay vs Performance Disclosure            
Name Adjusted EBITDA          
Non-GAAP Measure Description
(4)
The Company selected Adjusted EBITDA as the Company Selected Measure as it believes Adjusted EBITDA most closely aligns compensation actually paid and Company financial performance. Under the annual cash incentive awards, Adjusted EBITDA is defined as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company. A reconciliation of net earnings to adjusted EBITDA, a non-GAAP financial measure, is provided in Appendix A.
         
Measure:: 2            
Pay vs Performance Disclosure            
Name Adjusted Earnings Per Share (EPS)          
Measure:: 3            
Pay vs Performance Disclosure            
Name Net Sales          
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (613,855)          
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 543,200          
Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (361,074)          
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (23,607)          
Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 43,796          
Tony Sarsam [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount 6,992,544 $ 9,977,490 $ 9,743,982 $ 4,670,472 $ 1,244,893  
PEO Actually Paid Compensation Amount $ 4,023,734 $ 8,788,599 $ 10,477,683 $ 5,444,034 $ 1,251,196  
PEO Name Tony Sarsam Tony Sarsam Tony Sarsam Tony Sarsam Tony Sarsam  
Dennis Eidson [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount         $ 4,384,274  
PEO Actually Paid Compensation Amount         $ 4,341,191  
PEO Name         Dennis Eidson  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (4,492,236)          
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 4,002,212          
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (2,616,752)          
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (158,401)          
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 296,367