ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 24, 2023, the Board of Directors (the "Board") of Sysco Corporation
("Sysco" or the "Company") named Mr. Kenny Cheung as Sysco's Executive Vice
President and Chief Financial Officer, with an expected effective date of April
17, 2023 (the "Effective Date"). Mr. Cheung will succeed Mr. Neil A. Russell,
who will be transitioning to serve as the Company's Senior Vice President and
Chief Administrative Officer as of the Effective Date.
Mr. Cheung most recently served as Executive Vice President, Chief Financial
Officer at the Hertz Corporation ("Hertz") since September 2020, overseeing
Hertz's global finance organization, including accounting, financial planning
and analysis, tax, investor relations, internal audit, and treasury. His prior
finance leadership roles with Hertz included Chief Financial Officer for Hertz
North America from April 2020 to September 2020 and Senior Vice President of
Global Financial Planning and Analysis from December 2018 to April 2020.
Prior to joining Hertz in December 2018, he spent over a decade at Nielsen
Holdings, PLC, most recently as Global Chief Audit Executive, and, prior to
that, as a regional Chief Operating Officer and regional Chief Financial
Officer. He also held financial and operating roles at General Electric across
supply chain, operations, and financial planning and analysis. Mr. Cheung holds
a bachelor's degree in Finance from the University of Maryland and an M.B.A.
from Washington University in St. Louis.
Executive Vice President and Chief Financial Officer Compensation Arrangements
In connection with Mr. Cheung's appointment as Executive Vice President and
Chief Financial Officer, Mr. Cheung and the Company entered into a letter
agreement (the "Cheung Agreement"), pursuant to which Mr. Cheung will receive an
annual base salary of $765,000 and will be eligible to receive: (i) a target
annual cash incentive opportunity for fiscal year 2023 equal to 100% of his
annual base salary, pro-rated from the Effective Date through July 1, 2023, and
(ii) an annual equity award for fiscal year 2024 under the Long Term Incentive
("LTI") program with a grant date fair value equal to 325% of his annual base
salary.
In addition, under the Cheung Agreement, Mr. Cheung will receive (i) a one-time
cash payment equal to $600,000 (the "Sign-On Bonus") and (ii) a full annual
equity award (the "FY23 LTI Award") for the Company's fiscal year 2023, rather
than a pro-rated award, under the Company's LTI program, with a grant date fair
value equal to 325% of his annual base salary that consists 50% of performance
share units, 30% of stock options and 20% of restricted stock units. The award
of the Sign-On Bonus, together with the grant of the FY23 LTI Award without
pro-ration, are primarily intended to compensate Mr. Cheung for the forfeiture
of his outstanding equity awards issued by Hertz.
Senior Vice President and Chief Administrative Officer Compensation Arrangements
In connection with his appointment as Senior Vice President and Chief
Administrative Officer, Mr. Russell's (i) annual base salary will be increased
to $525,000, (ii) target annual cash incentive opportunity will be equal to 100%
of his annual base salary, and (iii) long-term incentive opportunity will be
increased to an aggregate grant date fair value equal to 200% of his annual base
salary. Mr. Russell will also receive a separate, one-time equity award
consisting of restricted stock units ("RSUs") valued at $500,000 and intended to
enhance his retention. The RSU award will vest pro-rata over three years,
subject to Mr. Russell's continued employment with the Company through the
applicable vesting dates.
In recognition of Mr. Russell's tenure as Interim Chief Financial Officer, Mr.
Russell will also be entitled to receive a one-time, cash incentive payment of
$125,000.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 28, 2023, the Company issued a press release announcing the
appointments of Messrs. Cheung and Russell as described above.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference. The information in this Item 7.01
is being furnished, not filed, pursuant to Item 7.01 of Form 8-K.
- 2 -
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated as of March 28, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
- 3 -
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SYSCO CORPORATION 
