Performance Food Group (NYSE: PFGC) names Scott McPherson CEO as Holm shifts to Executive Chair

Rhea-AI Filing Summary

Performance Food Group Company announced a planned leadership transition. George L. Holm will retire and resign as Chief Executive Officer effective January 1, 2026, and will become Executive Chair of the Board. The Board elected Scott E. McPherson, currently President and Chief Operating Officer, to serve as Chief Executive Officer and President and as a director starting the same date, with the Board size increasing from 13 to 14.

McPherson’s base salary will rise to $1 million per year, with a cash incentive target of 150% of salary for fiscal 2026 and an annual long-term equity incentive target of $6 million. He will also receive a $1,750,000 equity grant on January 1, 2026, 60% in performance shares tied to relative total shareholder return versus the Russell 1000 Index over three measurement periods and 40% in time-based restricted stock vesting in three equal installments beginning January 1, 2027. Holm’s salary as Executive Chair will be reduced to $600,000, with a cash incentive target equal to 100% of salary for the remainder of fiscal 2026.

Insights

Corporate governance analyst

Planned CEO handoff to an internal leader while retaining outgoing CEO as Executive Chair.

The company outlines an orderly transition, with long-time leader George L. Holm stepping down as Chief Executive Officer and remaining as Executive Chair. Scott E. McPherson, who has recently served as President and Chief Operating Officer and held multiple senior roles, will assume the Chief Executive Officer and President titles and join the Board on January 1, 2026.

The compensation structure for McPherson emphasizes equity and performance, including a base salary of $1 million, a 150% cash incentive target, a long-term incentive target of $6 million, and a one-time $1,750,000 equity grant. A large portion of this grant is in performance shares tied to relative total shareholder return against the Russell 1000 Index across three periods ending on June 27, 2026, July 3, 2027 and July 1, 2028. Holm’s reduced salary of $600,000 and lower incentive target reflect his new Executive Chair role while maintaining board-level continuity.

Actual outcomes for shareholders will depend on how the new leadership team executes and how total shareholder return compares to the Russell 1000 Index over the specified measurement periods. Further details on strategy under McPherson’s leadership may emerge in future company communications.

Performance Food Group Co false 0001618673 0001618673 2025-12-17 2025-12-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2025

Performance Food Group Company

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37578		43-1983182
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
12500 West Creek Parkway Richmond, Virginia				23238
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		PFGC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officer Changes

On December 17, 2025, George L. Holm, Chairman and Chief Executive Officer of Performance Food Group Company (the “Company”) notified the Company of his intention to retire and resign from his position as Chief Executive Officer, effective January 1, 2026. On the same date, the Board of Directors of the Company (the “Board”) elected Scott E. McPherson as Chief Executive Officer and President of the Company, effective January 1, 2026. Also on December 17, 2025, the Board increased the size of the Board from 13 to 14 directors and elected Scott E. McPherson to the Board, in each case, effective January 1, 2026. The Board also elected Mr. Holm, the current Chairman of the Board, as Executive Chair of the Board, effective January 1, 2026.

Mr. McPherson, age 55, has served as the Company’s President and Chief Operating Officer since January 2025, having previously served as Executive Vice President and Chief Field Operations Officer since December 2023, Executive Vice President (PFG) and President & CEO of the Company’s Convenience segment from August 2022 to December 2023, after serving as President and CEO of Core-Mark International since 2018. Mr. McPherson graduated from Lewis & Clark College with a bachelor’s degree in Business Administration and from the University of Portland with a master’s degree in Business Administration.

Compensation Changes

In connection with the foregoing changes, effective as of January 1, 2026, the Board approved an increase in Mr. McPherson’s base salary to $1 million per year. Mr. McPherson’s annual cash incentive target under the Company’s annual incentive program for fiscal 2026 will be 150% of his base salary and his annual long-term incentive equity award target will be $6 million. The Board also approved a $1,750,000 equity grant to be granted on January 1, 2026 in connection with Mr. McPherson’s promotion comprised 60% of performance shares and 40% of time-based restricted stock. For the performance shares, 100% of the award will be earned based on the achievement of total shareholder return relative to companies in the Russell 1000 Index (“Relative TSR”). Relative TSR will be measured in three measurement periods as follows: (i) a six-month measurement period from January 1, 2026 to June 27, 2026 (weighted 25%), (ii) a one and a half-year measurement period from January 1, 2026 to July 3, 2027 (weighted 25%) and (iii) a two and a half-year measurement period from January 1, 2026 to July 1, 2028 (weighted 50%). For the time-based restricted stock, the shares will vest in three equal installments beginning on January 1, 2027.

Mr. McPherson will not receive any compensation for his service as a director.

In connection with Mr. Holm’s transition to Executive Chair of the Board, effective January 1, 2026, the Board approved a reduction in Mr. Holm’s annual salary to $600,000 for the remainder of fiscal 2026. Mr. Holm’s annual cash incentive target under the Company’s annual incentive program for fiscal 2026 will be reduced to 100% of his base salary for the remainder of fiscal 2026.

Other than the compensation arrangement described above, there is no arrangement or understanding between Mr. McPherson and any other person pursuant to which he was selected as an executive officer or director. There are no family relationships between Mr. McPherson and any director or other executive officer of the Company. Mr. McPherson does not have any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On December 18, 2025, the Company issued a press release announcing the executive officer changes discussed above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Performance Food Group Company.
104		Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PERFORMANCE FOOD GROUP COMPANY
Date: December 18, 2025				By:		/s/ A. Brent King
						A. Brent King
						Executive Vice President, General Counsel and Secretary

FAQ

Who is becoming CEO of Performance Food Group Company (PFGC)?

Scott E. McPherson, currently President and Chief Operating Officer, will become Chief Executive Officer and President effective January 1, 2026 and will join the Board of Directors.

What is happening to George L. Holm’s role at Performance Food Group (PFGC)?

George L. Holm will retire and resign as Chief Executive Officer effective January 1, 2026 and will become Executive Chair of the Board, with his annual salary reduced to $600,000 and his cash incentive target set at 100% of salary for the remainder of fiscal 2026.

How will Scott McPherson at PFGC be compensated as CEO?

Effective January 1, 2026, McPherson’s base salary will be $1 million per year, with an annual cash incentive target of 150% of salary and an annual long-term equity incentive target of $6 million.

What special equity grant will Scott McPherson receive from Performance Food Group (PFGC)?

McPherson will receive a $1,750,000 equity grant on January 1, 2026, composed of 60% performance shares and 40% time-based restricted stock. The performance shares are earned based on relative total shareholder return versus the Russell 1000 Index over three measurement periods, and the restricted stock vests in three equal installments beginning January 1, 2027.

Does Scott McPherson receive additional pay for serving as a director of PFGC?

No. Scott McPherson will not receive any compensation for his service as a director beyond his executive compensation arrangements.

Are there any related-party or family relationships for Scott McPherson at PFGC?

The company states there is no arrangement or understanding with any other person under which McPherson was selected, no family relationships with directors or other executive officers, and no disclosable related-party transactions involving him under Item 404(a) of Regulation S-K.