Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2023, United Natural Food, Inc.’s (the “Company”) Board of Directors appointed Erin Horvath to the role of Chief Operating Officer.
Ms. Horvath, 50, has served as the Company’s Chief Supply Chain Transformation Officer since October 2022. Prior to joining the Company, Ms. Horvath spent 17 years at AmerisourceBergen Corporation (“AmerisourceBergen”), a global pharmaceutical wholesale company, most recently serving as Chief Transformation Officer. During her time at AmerisourceBergen, Ms. Horvath served in roles of increasing responsibility, including President, Distribution Services from 2019 to 2021 and Senior Vice President, Distribution Services from 2017 to 2019. Prior to working at AmerisourceBergen, Ms. Horvath served as a management consultant at Smart and Associates, a business consulting firm, and at Arthur Anderson Business Consulting. She also gained experience in distribution and operations at McMaster-Carr Supply Company and the U.S. Department of the Navy as a contract specialist. She currently serves as a board member for the Andy Talley Bone Marrow Foundation. Ms. Horvath holds a bachelor’s degree in Business Administration from George Washington University and an MBA from Villanova University.
In connection with Ms. Horvath’s appointment as the Company’s Chief Operating Officer, she will receive an annual base salary of $600,000 and an annual cash bonus with a value of 100% of her base salary based on achievement of certain fiscal year goals and objectives beginning with the 2023 fiscal year. Ms. Horvath’s annual equity award will be targeted at $1,300,000 beginning with the fiscal 2024 award, which award will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant.
Effective March 20, 2023, the Company entered into a Severance Agreement, a Change in Control Agreement and an Indemnification Agreement with Ms. Horvath, each of which is substantially consistent with the agreements entered into with the Company’s other similarly situated executive officers.
A summary of the material terms of the form of Severance Agreement is included in the Company’s Current Report on Form 8-K filed on September 27, 2022, and a copy of the form of Severance Agreement is filed with the Company’s Annual Report on Form 10-K filed on September 27, 2022, each of which is incorporated herein by reference. A summary of the material terms of the form of Change in Control Agreement is included in, and a copy of the form of Change in Control Agreement is filed with, the Company’s Current Report on Form 8-K/A filed on November 8, 2018, each of which is incorporated herein by reference. A summary of the material terms of the form of Indemnification Agreement is included in the Company’s Current Report on Form 8-K filed on November 8, 2018, and a copy of the form of Indemnification Agreement, with certain immaterial cleanup updates, is filed with the Company’s Annual Report on Form 10-K filed on September 28, 2021, each of which is incorporated herein by reference.
There are no transactions involving the Company and Ms. Horvath that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.