0001665918-23-000112.txt : 20230601 0001665918-23-000112.hdr.sgml : 20230601 20230601162839 ACCESSION NUMBER: 0001665918-23-000112 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230522 FILED AS OF DATE: 20230601 DATE AS OF CHANGE: 20230601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sturgell James D CENTRAL INDEX KEY: 0001979703 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37786 FILM NUMBER: 23985109 MAIL ADDRESS: STREET 1: 9399 W. HIGGINS RD., SUITE 100 CITY: ROSEMONT STATE: IL ZIP: 60018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: US Foods Holding Corp. CENTRAL INDEX KEY: 0001665918 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 260347906 STATE OF INCORPORATION: IL FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 100 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8477208000 MAIL ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 100 CITY: ROSEMONT STATE: IL ZIP: 60018 3 1 wf-form3_168565130206318.xml FORM 3 X0206 3 2023-05-22 0 0001665918 US Foods Holding Corp. USFD 0001979703 Sturgell James D 9399 W. HIGGINS RD., SUITE 100 ROSEMONT IL 60018 0 1 0 0 EVP, Chief Commercial Officer Common Stock 7568 D Restricted Stock Units 18070 D Employee Stock Option (right to buy) 36.95 2024-03-29 2031-03-29 Common Stock 6707.0 D Employee Stock Option (right to buy) 13.29 2023-03-23 2030-03-23 Common Stock 7105.0 D Includes 412 shares of the Issuer's common stock that were acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan. Certain of these restricted stock units (5,232) were granted on March 27, 2023 and vest in three equal annual installments beginning on March 27, 2024. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. Certain of these restricted stock units (6,122) were granted on June 6, 2022 and vest on the one year anniversary. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. Certain of these restricted stock units were granted on March 28,2022 and vest in three equal tranches. One third of the restricted stock units have been distributed. The remaining restricted stock units (2,477) will vest on March 28, 2024, and 2025. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. Certain of these restricted stock units were granted on March 29, 2021 and vest in three equal tranches. Two thirds of the restricted stock units have been distributed. The remaining restricted stock units (1,128) will vest on March 29, 2024. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. Certain of these restricted stock units were granted on November 2, 2020 and vest in three equal tranches. Two thirds of the restricted stock units have been distributed. The remaining restricted stock units (3,111) will vest on November 2, 2023. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. Time-based stock options granted on March 29, 2021. Two thirds of these stock options have vested and are currently exercisable. The remaining stock options (2,236) will vest on March 29, 2024. All options reported on this line are exercisable. Stephanie D. Miller, Attorney-in-Fact 2023-06-01 EX-24 2 section16poasturgell.htm POA (2023 - STURGELL)

POWER OF ATTORNEY
      The undersigned hereby constitutes and appoints Andrew M. Johnstone, Stephanie D. Miller and Brett R. Schroeder with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

      (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

      (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of US Foods Holding Corp. (the "Company"), Forms3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

      (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

      (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th  day of May, 2023.



By:      /s/ James D. Sturgell
    James D. Sturgell