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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 30, 2023
Dec. 31, 2022
Jan. 01, 2022
Jan. 02, 2021
Dec. 31, 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 four 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 (4):

 

 

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)

Company Selected Measure
(Adjusted EBITDA)
($000)

(1)

(2)

(2)

 

(3)

(3)

(2)

(3)

 

(5)

 

(6)

 

 

 

 

 

 

 

 

 

 

 

2023

$9,977,490

n/a

 

$8,788,599

n/a

$2,076,269

$1,790,152

$189

$164

$52,237

$257,401

2022

9,743,982

n/a

 

10,477,683

n/a

1,782,208

1,681,256

240

198

34,518

242,879

2021

4,670,472

n/a

 

5,444,034

n/a

1,611,915

1,668,379

199

216

73,751

213,706

2020

1,244,893

4,384,274

 

1,251,196

4,341,191

1,737,123

1,642,906

129

111

75,914

234,813

 

 

 

 

 

 

 

 

 

 

 

 

(1) Tony Sarsam (PEO1) joined the Company 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:

2023 – Jason Monaco, David Sisk, Masiar Tayebi and Bennett Morgan.

2022 – Jason Monaco, Arif Dar, Yvonne Trupiano, Bennett Morgan, Thomas Swanson and Masiar Tayebi.

2021 – Jason Monaco, Mark Shamber, Kathleen Mahoney, Yvonne Trupiano, Arif Dar and Thomas Swanson.

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) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each of the principal executive officers and for the average of the non-PEO NEOs is set forth following the footnotes to this table.

(4) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on December 31, 2019. Historical stock price performance is not necessarily indicative of future stock price performance.

(5) 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 2023 annual report.

(6) 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. Pursuant to the approved terms of the 2023 AIP, the Committee may adjust for extraordinary items not

reflective of the Company’s ongoing operating activities. Accordingly, the Committee increased Adjusted EBITDA for legal and consulting fees related to the Company's exploration of potential acquisition targets during the year, which did not otherwise meet the criteria for adjustment to non-GAAP measures.

        
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote Tony Sarsam (PEO1) joined the Company 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:

2023 – Jason Monaco, David Sisk, Masiar Tayebi and Bennett Morgan.

2022 – Jason Monaco, Arif Dar, Yvonne Trupiano, Bennett Morgan, Thomas Swanson and Masiar Tayebi.

2021 – Jason Monaco, Mark Shamber, Kathleen Mahoney, Yvonne Trupiano, Arif Dar and Thomas Swanson.

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 2023 annual report.        
PEO Total Compensation Amount $ 9,977,490 $ 9,743,982 $ 4,670,472 $ 5,629,167  
PEO Actually Paid Compensation Amount $ 8,788,599 10,477,683 5,444,034 5,592,387  
Adjustment To PEO Compensation, Footnote

PEOs Summary Compensation Total to Compensation Actually Paid Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total

Minus
Grant Date
Fair Value
of Stock
Awards
Granted in
Fiscal Year

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

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

Plus
Fair Value
at Vesting of
Stock Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year

Plus/(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

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

Plus
Change in
Value of
Accrued Dividends

Equals
Compensation
Actually Paid

 

 

(1)

(2)

(3)

(3)

(3)

(3)

(3)

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

$9,977,490

($4,173,604)

$3,516,307

($562,270)

$—

($167,421)

$—

$198,097

$8,788,599

2022

 

9,743,982

(1,816,634)

1,934,332

308,986

—

224,013

—

83,004

10,477,683

2021

 

4,670,472

(1,687,591)

2,233,933

139,729

—

5,801

—

81,690

5,444,034

2020

 

5,629,167

(1,061,499)

388,452

57,906

624,533

(50,467)

—

4,295

5,592,387

 

 

 

 

 

 

 

 

 

 

 
(1)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated 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 each year.
(2)
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, as reported in the Summary Compensation Table, computed in accordance with the methodology used for financial reporting purposes.
(3)
Represents fair value or change in fair value, as applicable, of stock awards determined by reference to (1) for restricted stock awards, closing stock price on the applicable year-end date or, in the case of vesting dates, the actual vesting date, (2) for PSU awards, the same valuation methodology as restricted stock awards except year-end values are based on the probable outcome of the performance condition as of each measurement date.
        
Non-PEO NEO Average Total Compensation Amount $ 2,076,269 1,782,208 1,611,915 1,737,123  
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,790,152 1,681,256 1,668,379 1,642,906  
Adjustment to Non-PEO NEO Compensation Footnote

Average Non-PEO NEOs Summary Compensation Total to Compensation Actually Paid Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total

Minus
Grant Date
Fair Value
of Stock
Awards
Granted in
Fiscal Year

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

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

Plus
Fair Value
 at Vesting of
Stock Awards
Granted in
Fiscal Year
that Vested
During Fiscal
Year

Plus/(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

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

Plus
Change in
Value of
Accrued Dividends

Equals
Compensation
Actually Paid

 

 

(1)

(2)

(3)

(3)

(3)

(3)

(3)

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

$2,076,269

($614,900)

$454,399

($71,878)

$—

($26,945)

($46,547)

$19,755

$1,790,152

2022

 

1,782,208

(222,500)

169,737

32,011

—

31,207

(114,233)

2,826

1,681,256

2021

 

1,611,915

(319,682)

356,548

77,238

—

10,382

(79,224)

11,202

1,668,379

2020

 

1,737,123

(276,290)

176,078

42,581

—

(10,028)

(32,399)

5,841

1,642,906

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated 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 each year.
(2)
Represents the grant date fair value of the stock awards granted during the indicated fiscal year, as reported in the Summary Compensation Table, computed in accordance with the methodology used for financial reporting purposes.
(3)
Represents fair value or change in fair value, as applicable, of stock awards determined by reference to (1) for restricted stock awards, closing stock price on the applicable year-end date or, in the case of vesting dates, the actual vesting date, (2) for PSU awards, the same valuation methodology as restricted stock awards except year-end values are based on the probable outcome of the performance condition as of each measurement date.
        
Compensation Actually Paid vs. Total Shareholder Return

img255259518_96.jpg 

        
Compensation Actually Paid vs. Company Selected Measure

img255259518_97.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 2023, the most recent fiscal year. The metrics used by the Company for our executive compensation programs are selected because they are aligned with the Company's long-term strategic plan and to incentivize both profitability and efficient utilization of invested capital. Please see the Compensation Discussion and Analysis for further information regarding how Adjusted EBITDA and ROIC are calculated and how they are used in our executive compensation program.

 

Most Important Financial Measures

Adjusted EBITDA

Adjusted Earnings Per Share (EPS)

Return on Invested Capital (ROIC)
       
Total Shareholder Return Amount $ 189 240 199 129  
Peer Group Total Shareholder Return Amount 164 198 216 111  
Net Income (Loss) $ 52,237,000 $ 34,518,000 $ 73,751,000 $ 75,914,000  
Company Selected Measure Amount 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 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. Pursuant to the approved terms of the 2023 AIP, the Committee may adjust for extraordinary items not

reflective of the Company’s ongoing operating activities. Accordingly, the Committee increased Adjusted EBITDA for legal and consulting fees related to the Company's exploration of potential acquisition targets during the year, which did not otherwise meet the criteria for adjustment to non-GAAP measures.

        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Earnings Per Share (EPS)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Return on Invested Capital (ROIC)        
Tony Sarsam [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 9,977,490 $ 9,743,982 $ 4,670,472 $ 1,244,893  
PEO Actually Paid Compensation Amount $ 8,788,599 $ 10,477,683 $ 5,444,034 $ 1,251,196  
PEO Name 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 | Adjustment to Compensation Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,173,604) $ (1,816,634) $ (1,687,591) $ (1,061,499)  
PEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,516,307 1,934,332 2,233,933 388,452  
PEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (562,270) 308,986 139,729 57,906  
PEO | Adjustment to Compensation Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 624,533  
PEO | Adjustment to Compensation 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (167,421) 224,013 5,801 (50,467)  
PEO | Adjustment to Compensation 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0  
PEO | Adjustment to Compensation Change in Value of Accrued Dividends [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 198,097 83,004 81,690 4,295  
Non-PEO NEO | Adjustment to Compensation Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (614,900) (222,500) (319,682) (276,290)  
Non-PEO NEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 454,399 169,737 356,548 176,078  
Non-PEO NEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (71,878) 32,011 77,238 42,581  
Non-PEO NEO | Adjustment to Compensation Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0  
Non-PEO NEO | Adjustment to Compensation 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (26,945) 31,207 10,382 (10,028)  
Non-PEO NEO | Adjustment to Compensation 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 [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (46,547) (114,233) (79,224) (32,399)  
Non-PEO NEO | Adjustment to Compensation Change in Value of Accrued Dividends [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 19,755 $ 2,826 $ 11,202 $ 5,841