UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.         )

​

☑   Filed by the Registrant

​

​

☐   Filed by a Party other than the Registrant

​

​	​	Check the appropriate box:					​	​
​	​	☑	​	​	​	Preliminary Proxy Statement	​	​
​	​	☐	​	​	​	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	​	​
​	​	☐	​	​	​	Definitive Proxy Statement	​	​
​	​	☐	​	​	​	Definitive Additional Materials	​	​
​	​	☐	​	​	​	Soliciting Material Under §240.14a-12	​	​

Grocery Outlet Holding Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

​	​	Payment of Filing Fee (Check all boxes that apply):					​	​
​	​	☑	​	​	​	No fee required	​	​
​	​	☐	​	​	​	Fee paid previously with preliminary materials	​	​
​	​	☐	​	​	​	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11	​	​

Fiscal 2024 was a very challenging year for Grocery Outlet—one of the most difficult in the nearly 80 years we have been in business. Despite growing comparable store sales during the year, persistent impacts from our mid-2023 enterprise resources planning (“ERP”) implementation and execution challenges led to a decline in margins and Adjusted EBITDA fell by 6.3% compared to the prior year.

The Board of Directors recognizes that these results, and the performance of our stock over the past year, are unacceptable. As stewards of your capital, we take full accountability and we are taking a number of actions that we believe will improve our performance.

In late 2024, the Board moved to install Eric Lindberg as Interim President and CEO and launched a search for Grocery Outlet’s next permanent leader, while the Company also began to implement restructuring initiatives intended to improve our execution and financial results. Earlier this year, we welcomed Jason Potter as Grocery Outlet’s new President and CEO. Jason is a seasoned CEO with more than 30 years of grocery retail experience and a track record of driving earnings growth and shareholder value. He joined Grocery Outlet from The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals, where he led the successful turnaround and transformation of that business, driving an award-winning customer experience and strong earnings growth. We are very enthusiastic about the future of Grocery Outlet under Jason’s leadership.

Despite our recent challenges, we believe that the core foundational elements of our differentiated business model remain strong. Our unique buying and selling approach is the foundation for a model with broad appeal among bargain-minded customers across a wide range of income levels, demographics and geographies. Our flexible sourcing and supply chain model allows us to provide customers with a curated and ever-changing assortment of products, including WOW! treasure hunt products and prices. Our Grocery Outlet stores are primarily run by entrepreneurial independent operators who create a neighborhood feel through personalized customer service and a localized product offering. With significant untapped customer and new store potential, we believe that Grocery Outlet continues to have significant growth opportunities ahead.

On behalf of the Grocery Outlet Board and management team, we thank you for your continued support of our business despite our challenging year. With our new leadership in place, we are committed to meaningfully improving our operations. We look forward to welcoming you at our 2025 Annual Meeting and to keeping you apprised of our progress in returning Grocery Outlet to its historical track record of strong performance and growth.

Sincerely,

​		​	​		​	​		​
​	Eric J. Lindberg, Jr.	​	​	Erik D. Ragatz	​	​	Jason Potter	​
​	Chairman of the Board	​	​	Lead Independent Director	​	​	President, Chief Executive Officer and Member of the Board	​

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

Notice of Annual Meeting of Stockholders

To be held on Monday, June 2, 2025
11:00 a.m. Pacific Daylight Time

www.virtualshareholdermeeting.com/GO2025

To the Stockholders of Grocery Outlet Holding Corp.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Grocery Outlet Holding Corp. (the “Company” and “our”) will be on Monday, June 2, 2025, at 11:00 a.m. Pacific Daylight Time online through a live webcast at www.virtualshareholdermeeting.com/GO2025. At the 2025 Annual Meeting, stockholders will be asked:

​	PROPOSAL	​	​	BOARD RECOMMENDATION	​	​	PROXY PAGE	​
​	1. Election of Class III Directors. To elect the three Class III directors named in the accompanying proxy statement to hold office effectively until our 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. ​	​	​	FOR each director nominee	​	​	104	​
​	2. Ratify the appointment of Deloitte & Touche LLP for Fiscal Year 2025. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2026. ​	​	​	FOR	​	​	105	​
​	3. Say-on-Pay. To approve an advisory (non-binding) vote on the Company’s named executive officer compensation. ​	​	​	FOR	​	​	107	​
​	4. Amendment to our Restated Certificate of Incorporation: Special Meeting Rights. To approve an amendment to our Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders. ​	​	​	FOR	​	​	108	​
​	5. Amendment to our Restated Certificate of Incorporation: Exculpation of Officers. To approve an amendment to our Restated Certificate of Incorporation to permit the exculpation of officers consistent with changes to Delaware General Corporation Law. ​	​	​	FOR	​	​	111	​

In addition, the Company will transact such other business as may properly come before the 2025 Annual Meeting and any adjournment or postponement thereof. Only stockholders of record as of April 8, 2025 will be entitled to attend and vote at the 2025 Annual Meeting and any adjournment or postponement thereof. There will not be a physical location for the 2025 Annual Meeting and you will not be able to attend the meeting in person.

By order of the Board of Directors,

Luke D. Thompson
EVP, General Counsel and Secretary

Emeryville, California

April [•], 2025

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY VOTE OVER THE INTERNET OR BY TELEPHONE OR BY MAIL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE 2025 ANNUAL MEETING VIA LIVE WEBCAST.

​

​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2025: Our official Notice of the 2025 Annual Meeting, Proxy Statement and 2024 Annual Report, including our Form 10-K for Fiscal Year 2024, are available electronically at www.proxyvote.com

​

​

​	Outstanding Equity Awards at 2024 Fiscal Year End	​	​	​	​	72	​	​
​	Option Exercises and Stock Vested During Fiscal Year 2024	​	​	​	​	73	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	74	​	​
​	Pay Versus Performance	​	​	​	​	79	​	​
​	CEO Pay Ratio	​	​	​	​	86	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	​	​	​	88	​	​
​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	90	​	​
​	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	​	​	​	​	92	​	​
​	PROPOSALS FOR CONSIDERATION AT ANNUAL MEETING	​	​	​	​	93	​	​
​	Proposal 1—Election of Class III Directors	​	​	​	​	93	​	​
​	Proposal 2—Ratification of Independent Registered Public Accounting Firm	​	​	​	​	94	​	​
​	Proposal 3—Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation	​	​	​	​	95	​	​
​	Proposal 4—Approval of an Amendment to our Restated Certificate of Incorporation to Provide Stockholders Holding a Combined 25% or More of Our Common Stock with the Right to Request a Special Meeting of Stockholders	​	​	​	​	96	​	​
​	Proposal 5—Approval of Amendment to our Restated Certificate of Incorporation to Permit the Exculpation of Officers Consistent with Changes to Delaware General Corporation Law	​	​	​	​	99	​	​
​	ADDITIONAL INFORMATION	​	​	​	​	100	​	​
​	OTHER MATTERS	​	​	​	​	106	​	​
​	Appendix A: Special Meeting Rights Amendment	​	​	​	​	A-1	​	​
​	Appendix B: Exculpation of Officers Amendment	​	​	​	​	B-1	​	​
​	Appendix C: Second Restated Certificate of Incorporation	​	​	​	​	C-1	​	​

Non-GAAP Financial Measures. This Proxy Statement, including the preceding letter to stockholders, includes non-GAAP financial measures that exclude the impact of certain amounts. Please note that the Company’s non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see pages 48-51 of our 2024 Annual Report for adjusted EBITDA, adjusted net income, and adjusted diluted EPS.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement (the “Proxy Statement”). Prior to voting, you should read the entire Proxy Statement and our Annual Report on Form 10-K for Fiscal Year 2024 (the “2024 Annual Report”), which includes our consolidated financial statements and information about our operations and performance. These materials are available at www.proxyvote.com. This Proxy Statement and the accompanying proxy card initially are being made available on or about April [•], 2025.

As used in this Proxy Statement, references to “Grocery Outlet,” the “Company,” “we,” “us,” “our” or “our business” refers to Grocery Outlet Holding Corp. (collectively with its wholly owned subsidiaries), except as expressly indicated or the context otherwise requires. The information available on or through our website and any website referenced herein is not incorporated herein or otherwise part of this Proxy Statement.

Our fiscal year ends on the Saturday closest to December 31. References to Fiscal Year 2025, Fiscal Year 2024, Fiscal Year 2023, Fiscal Year 2022, Fiscal Year 2021, and Fiscal Year 2020 refer to the fiscal years ended January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022 and January 2, 2021, respectively.

About Grocery Outlet Holding Corp.

Based in Emeryville, California, Grocery Outlet is a high-growth, extreme value retailer of quality, name-brand consumables and fresh products sold primarily through a network of independently operated stores. Grocery Outlet and its subsidiaries have more than 530 stores in California, Washington, Oregon, Pennsylvania, Tennessee, Idaho, Maryland, Nevada, North Carolina, New Jersey, Georgia, Ohio, Alabama, Delaware, Kentucky and Virginia.

2025 Annual Meeting of Stockholders

​	​	Date:	​	​	June 2, 2025	​	​
​	​	Time:	​	​	11:00 a.m. Pacific Daylight Time	​	​
​	​	Location:	​	​	Via webcast at www.virtualshareholdermeeting.com/GO2025	​	​
​	​	Record Date:	​	​	April 8, 2025	​	​
​	​	​	​	​	Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote.	​	​

To participate in the 2025 Annual Meeting of Stockholders, including any postponement or adjournment thereof (the “2025 Annual Meeting”), you must have the sixteen-digit number that is shown on your Notice of Internet Availability or on your proxy or voting card (if you elected to receive proxy materials by mail).

Proposals and Voting Recommendations

​	PROPOSAL	​	​	BOARD RECOMMENDATION	​	​	PAGE	​
​	1 Election of Class III directors ​	​	​	FOR each director nominee	​	​	93	​
​	2 Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal Year 2025 ​	​	​	FOR	​	​	94	​
​	3 Approval of advisory (non-binding) vote on our Named Executive Officer compensation ​	​	​	FOR	​	​	95	​
​	4 Approval of Amendment to Restated Certificate of Incorporation: Special Meeting Rights ​	​	​	FOR	​	​	96	​
​	5 Approval of Amendment to Restated Certificate of Incorporation: Exculpation of Officers ​	​	​	FOR	​	​	99	​

​

Page

​

​

1

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Voting Methods

If you are a stockholder of record, you can vote in one of four ways:

✓

Visit www.proxyvote.com to vote VIA THE INTERNET

​

✓

Call 1-800-690-6903 to vote BY TELEPHONE

​

✓

If you received a printed copy of the proxy materials, sign, date and return your proxy card in the prepaid enclosed envelope to vote BY MAIL

​

✓

Attend virtually to vote DURING THE ANNUAL MEETING

​

To reduce our administrative and postage costs and the environmental impact of our 2025 Annual Meeting, we encourage stockholders to vote via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 1, 2025. Stockholders may revoke their proxies at the time and in the manner described on page 112 of this Proxy Statement.

If your shares of our common stock are held in “street name” through a bank, broker or other holder of record, you will receive voting instructions from the holder of record that you must follow in order for your shares to be voted. If you hold shares in this manner and wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares of our common stock.

Fiscal Year 2024 Highlights

Financial and operating highlights from Fiscal Year 2024 include:

​	Net Sales $4.37 Billion 10.1% increase​	​	​	​	Comparable Store Sales 2.7% increase	​
​	Net Income $39.5 Million $0.40 Diluted EPS​	​	​	​	533​ Stores at Fiscal Year End(1) 25 Net New Stores Opened​	​
​	Adjusted Net Income(2) $76.3 Million Adjusted Diluted EPS(2) $0.77​	​	​	​	Adjusted EBITDA(2) $236.8 Million 5.4% of Net Sales	​

​

(1)

Includes two store closures and the addition of 40 stores from the acquisition of The Bargain Barn, Inc. (doing business as United Grocery Outlet).

​

(2)

See the Table of Contents for information regarding our non-GAAP financial measures.

​

For more complete information regarding our 2024 performance, please review our 2024 Annual Report.

Class III Director Nominees As Of Record Date

Our board of directors (“Board of Directors” or “Board”) has nominated each of the three Class III directors listed below (with information as of April 8, 2025) to be elected at the 2025 Annual Meeting for terms effectively ending in 2026. In 2022, we amended our Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) to declassify

​

Page

​

​

2

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

our Board following approval by our stockholders. The Restated Certificate of Incorporation provides that directors will be elected for a three-year term, but that the term of all classes of directors will terminate at the 2026 annual meeting of stockholders.

​	NAME	​	​	AGE	​	​	POSITION	​
​	Carey F. Jaros	​	​	47	​	​	Independent director (since Sept. 2020) Member of the Compensation Committee	​
​	Eric J. Lindberg, Jr.	​	​	54	​	​	Director (since Jan. 2006); Chairman of the Board (since Jan. 2023)	​
​	Jason Potter	​	​	54	​	​	Director (since Feb. 2025)	​

Carey F. Jaros​

•

Since October 2014, Ms. Jaros has served in various executive positions at GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer, including as President and Chief Executive Officer (since Jan. 2020) and a member of the Board of Directors of GOJO (since Feb. 2019).

​

•

She possesses substantial executive management expertise on a broad range of management topics, including developing corporate strategy, recruiting and developing a senior executive team, assessing emerging industry trends, sustainability as well as optimizing business operations.

​

•

She has developed extensive knowledge as a global consumer and industrial products leader and extensive brand and consumer marketing expertise throughout her career, including at GOJO and Bain and Company.

​

•

She led a massive supply chain systems redesign following the COVID pandemic, including facilities, systems and equipment, to drive high-growth.

​

•

She developed financial and accounting expertise through executive roles, and previously was determined by our Board to be an audit committee financial expert during her service on our Audit and Risk Committee.

​

•

She has experience with private board service and advisory roles and provides additional governance, compensation and strategic oversight experience.

​

Eric J. Lindberg, Jr.​

•

Mr. Lindberg currently serves as our Chairman of the Board and most recently also served as Interim President and Chief Executive Officer from October 2024 to February 2025. Prior to that, for over 25 years he served in various positions at Grocery Outlet and its predecessor, including as Chief Executive Officer (Jan. 2019 to Dec. 2022) and Co-Chief Executive Officer (Jan. 2006 to Dec. 2018).

​

•

He possesses significant experience in the retail and consumer packed goods industries, garnered over his 27-year tenure with us, including 17 years as CEO or co-CEO and most recently as Interim President and CEO. From 2000 to 2022, he was an active member of the GMA/FMI (Grocery Manufacturers of America/Food Marketers Institute) and a member of the CGA board (California Grocers Association 2014-2019).

​

•

He has a proven track record as an executive manager, including long service to Grocery Outlet as a private company and then as a public company following our IPO in June 2019. He led sharing our vision and strategy in the IPO and thereafter in developing key stockholder relationships.

​

•

His deep knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency. As our leading executive, he implemented fundamental strategic initiatives that enhanced our differentiated model for buying and selling, and strengthened our relationships with entrepreneurial Independent Operators that run most of our stores, combining to deliver a “WOW!” shopping experience. He also has exhibited strong growth focus across all macroeconomic cycles. In his current oversight role, his unique insights on future strategy and initiatives will continue to be invaluable to our Board.

​

​

Page

​

​

3

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

•

His long-standing role with our Board and management allows him to provide a unique perspective regarding oversight of enterprise risk management, including focusing on the most critical risks and evaluating risk mitigation activities.

​

Jason Potter​

•

Mr. Potter currently serves as our President and Chief Executive Officer. Previously, he served as Chief Executive Officer and director at The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals (Mar. 2020 to Jan. 2025). Prior to The Fresh Market, he served in successively senior positions at Sobeys Inc., a Canadian food and drug retailer and wholly owned subsidiary of The Empire Company Limited, including most recently as Executive Vice President of Operations (May 2017 to June 2018). He also previously served as President of Sobeys West, President of Sobeys Atlantic and President of Multi-Format Operations.

​

•

He possesses significant experience in the grocery retail industry, with a track record of growing and scaling grocery businesses of significant complexity to drive earnings growth and shareholder value.

​

•

Strong executive leadership experience, with more than 17 years of profit and loss leadership of The Fresh Market and numerous brands at Sobeys. Has led numerous transformational strategic projects for turnaround, growth and mature brands, and has strong financial expertise. Initiated key innovations, including e-commerce and private label development opportunities.

​

•

Particular expertise in large-scale operations, complex supply chain and logistics, marketing, merchandising and strategy. Spent early career learning the retail food business through numerous jobs of increasing responsibility, including developing significant expertise in managing stores and distribution centers, real estate site selection as well as merchandising and marketing.

​

•

He possesses deep experience with a franchise operating model at Sobeys, which has many similarities to Grocery Outlet’s independent operator model.

​

Voting, Election and Conditional Resignations. Our Amended and Restated Bylaws provides that in an uncontested director election, a director nominee will be elected to the Board by the stockholders only if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. Although counted for quorum purposes, abstentions and broker non-votes, if any, will not be included in the total number of votes cast or be counted as votes for or against any nominee’s election.

If a director nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Amended and Restated Corporate Governance Guidelines (the “Corporate Governance Guidelines”), we maintain a director resignation policy that provides for the contingent resignation of a director who receives more “against” votes than “for” votes in an uncontested director election, as well as the process of the Nominating and Corporate Governance Committee and the Board to review such resignation offer and publicly disclose the Board’s decision on whether to accept such offer.

​

Page

​

​

4

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Board of Directors—Governance Principles

The Board recognizes the importance of taking a reasonable, measured approach in evolving our corporate governance practices as a public company. Set forth below are certain of our key governance principles:

​	WHAT WE DO	​	​	WHAT WE DON’T DO	​
​	✓ Lead Independent Director role with significant responsibilities ​ ✓ A substantially independent Board, with fully independent Committees ​ ✓ Periodic Board refreshment to address evolving Board responsibilities and Company strategy ​ ✓ Comprehensive Board and Committee annual evaluation process ​ ✓ Regular executive sessions of independent directors ​ ✓ Annual review of Committee charters and key governance policies ​ ✓ Majority voting standard for director elections ​ ✓ Significant Board and Committee oversight of strategy, risk, succession planning and ESG ​ ✓ Declassified Board effective in 2026 ​ ✓ Proposed additional stockholder right for special meetings of stockholders (Company proposal at 2025 annual meeting)(1) ​	​	​	No dual classes of common stock and no different voting rights ​	​
			​	No poison pill ​	​
			​	No director overboarding under our policy ​	​
			​	No hedging or pledging ​	​
			​	No super-majority voting provisions in our charter and bylaws ​	​

​

(1)

In our proxy statement for our 2022 annual meeting of stockholders, we presented a phased governance roadmap that enabled us to thoughtfully transition our governance practices from a private-equity controlled company to an independent public company with a diverse stockholder base, most of which has been or is in the process of being implemented. However, in lieu of providing reasonable proxy access as set forth in our initial roadmap, our Board has recommended that our stockholders vote “FOR” Proposal No. 4 at the Annual Meeting, which would provide stockholders with a right to call a special meeting. We believe Proposal No. 4 provides a greater benefit to our stockholders considering the intervening adoption of universal proxy regulations, which provides stockholders with similar benefits to proxy access.

​

Compensation of our Named Executive Officers

KEY ELEMENTS OF FISCAL YEAR 2024 COMPENSATION

The key elements of our pay mix for our named executive officers (“Named Executive Officers” or “NEOs”) in Fiscal Year 2024 were substantially consistent with Fiscal Year 2023 and consisted of:

•

Base salary

​

•

Our annual incentive plan (the “AIP”), an annual cash bonus that is subject to our achievement of two independent performance metrics, adjusted EBITDA (70% weighted at target) and comparable store sales performance (30% weighted at target), over a one-year performance period

​

•

Long-term equity incentives, consisting of time-vesting restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”)

​

◦

The Compensation Committee set the mix of long-term target equity incentive value as 70% PSUs and 30% RSUs for Robert J. Sheedy, Jr., our former President and Chief Executive Officer who served during Fiscal Year 2024 until October 29, 2024, and 60% PSUs and 40% RSUs for the other Named Executive Officers

​

◦

PSUs are subject to our achievement of two independent performance metrics, revenue and adjusted EPS growth goals, equally weighted at target grant value, over a three-year performance period

​

​

Page

​

​

5

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

The respective compensation arrangements in Fiscal Year 2024 for two of our NEOs, Mr. Bracher and Mr. Lindberg, reflect unique circumstances and do not reflect our executive compensation program for NEOs generally. Therefore, we discuss such compensation arrangements in “Compensation Discussion and Analysis—Fiscal Year 2024 Compensation—Lindberg and Bracher,” but otherwise do not account for such matters in the discussion of our executive compensation program and the Fiscal Year 2024 NEO compensation determinations in this proxy statement.

In Fiscal Year 2024, in line with our compensation philosophy, a significant portion of our executive pay is tied to Company performance (or “at risk”), with value ultimately tied to either the achievement of objective corporate goals, stock price performance, or both. The pay mix also is intended to provide a balance of short-term and long-term performance goals based on the Company’s business and strategy, as well as provide retention and motivation incentives by using time-based and performance-based equity.

The charts below illustrate the target mix of pay for Fiscal Year 2024 (excluding severance, new hire equity awards, benefits, and perquisites) for Mr. Sheedy and our NEOs that are currently executive officers (Mr. Chikkala, Mr. Wilson and Ms. Burke). The Compensation Committee believes this pay mix appropriately aligns the interests of executives and our stockholders.

FISCAL YEAR 2024 NEO COMPENSATION DETERMINATIONS

​	BASE SALARY	​	​	AIP	​	​	EQUITY	​
​	✓ Reasonable merit base salary increases ​	​	​	✓ No change to target bonus opportunity as a percentage of base salary ​ ✓ No change to performance metrics or weighting ​ ✓ Slope of payout scale revised to reduce annual payout volatility ​ ✓ Fiscal Year 2024 AIP bonuses were earned at 18.3% of target bonus ​	​	​	✓ No change to target equity opportunity as a percentage of base salary, as well as mix of RSUs and PSUs ​ ✓ Continued use of two PSU performance metrics, each with 50% weighting of grant value of target PSUs ​ ✓ Adjusted EBITDA metric changed to adjusted EPS metric ​ ✓ Slope of PSU payout scale revised to reduce payout volatility ​	​

​

Page

​

​

6

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We have developed a holistic ESG strategy that aligns with our unique model. In Fiscal Year 2022, we began the process of documenting the positive ESG benefits inherent in our business, and in Fiscal Year 2024 we published our second Impact Report which focused on the positive impact we have on our communities, people and planet. Our ESG Steering Committee (whose membership includes senior management) meets quarterly to discuss our ESG initiatives, goals and progress. At the Board level, our Nominating and Corporate Governance Committee is responsible for overseeing (and regularly receives reports reflecting) matters of corporate responsibility, sustainability and other environmental, social and governance issues, as well as our public reporting regarding these topics. Our Board also receives regular reports on our progress from the Nominating and Corporate Governance Committee and, at least once per year, from management. See “Corporate Governance and Board Matters—Our Environmental, Social and Governance Approach” for more information.

​

Page

​

​

7

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

PROXY STATEMENT

2025 Annual Meeting of Stockholders to be held on June 2, 2025

This Proxy Statement is being furnished together with our 2024 Annual Report in connection with the solicitation of proxies by our Board for the 2025 Annual Meeting. On or about April [•], 2025, we will mail to each of our stockholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet.

CORPORATE GOVERNANCE AND BOARD MATTERS

Board of Directors

DIRECTORS AS OF RECORD DATE

​	NAME	​	​	AGE	​	​	POSITION	​	​	TERM ENDING	​
​	Carey F. Jaros	​	​	47	​	​	Director Member of the Compensation Committee	​	​	CLASS III -2025	​
​	Eric J. Lindberg, Jr.	​	​	54	​	​	Chairman of the Board	​	​	CLASS III -2025	​
​	Jason Potter	​	​	54	​	​	Director President and Chief Executive Officer	​	​	CLASS III -2025	​
​	Kenneth W. Alterman	​	​	68	​	​	Director Chair of the Compensation Committee	​	​	CLASS I -2026	​
​	John (“Jeb”) E. Bachman	​	​	69	​	​	Director Chair of the Audit and Risk Committee	​	​	CLASS I -2026	​
​	Thomas F. Herman	​	​	84	​	​	Director Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee	​	​	CLASS I -2026	​
​	Erik D. Ragatz	​	​	52	​	​	Lead Independent Director Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee	​	​	CLASS I -2026	​
​	Mary Kay Haben	​	​	68	​	​	Director Chair of the Nominating and Corporate Governance Committee	​	​	CLASS II -2026	​
​	Gail Moody-Byrd	​	​	67	​	​	Director Member of the Audit and Risk Committee	​	​	CLASS II -2026	​
​	Jeffrey R. York	​	​	61	​	​	Director Member of the Audit and Risk Committee	​	​	CLASS II -2026	​

​

Page

​

​

8

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

SPECIFIC SKILLS, EXPERIENCE AND QUALIFICATIONS OF DIRECTORS

Our Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of continuing directors and potential director candidates and recommending to the Board those persons to be nominated for election or appointed to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any stockholders agreement of which the Company is a party. The Nominating and Corporate Governance Committee also monitors the mix of specific experience, qualifications and skills of directors to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

This process has led to periodic Board refreshment since our IPO in June 2019. We periodically evaluate Board refreshment as a means to increase the breadth of skills and industry experience on the Board.

​

NOTABLE STATISTICS

​

​

​

8 of 10 independent directors

​

​

​

8 years median director tenure

​

​

BOARD REFRESHMENT

​

​

​

7 new directors since IPO

​

​

​

2 departures in 2020

​

​

​

2 departures in 2022

​

​

​

1 departure in 2023

​

​

​

1 departure in 2024

​

In addition, we have three female directors (and one Board Committee chaired by a woman) and one ethnically diverse director.

In the fourth quarter of 2023, the Nominating and Corporate Governance Committee oversaw a detailed evaluation of the experience, qualifications and skills of our directors, including peer and market research and the completion of a targeted supplemental questionnaire by each director. Such process led us to refine the relevant experience, qualifications and skills linked to the Company’s current operations and strategy. Following such review, the Nominating and Corporate Governance Committee determined that it was important to communicate these matters to stakeholders, both for directors individually and the Board in aggregate by significantly enhancing the biographies disclosed for director nominees and continuing directors. See below “—Director Backgrounds and Qualifications” for detailed biographical information for each director nominee and continuing director.

Set forth below are the criteria of key skills, experience and expertise evaluated by our Nominating and Corporate Governance Committee and Board, along with the number of directors who possess each skill. In determining the number of directors who possessed each skill we focused on primary skillsets each director contributes rather than general qualifications or experience in a certain area. Accordingly, a director not included in the number for a particular category does not necessarily mean that the individual does not possess such skill, qualification, or experience. For each qualification and skill, we focused on key minimum criteria:

•

For at least a specified period of time, such skill or qualification must have been acquired through senior management experience (C-suite or equivalent and direct reports) or, in certain cases, board member experience (other than experience on our Board)

​

•

The applicable companies where such skill or qualification was acquired must be of a reasonable size, maturity and/or possess similar factors that would be reasonably relevant to Grocery Outlet

​

​

Page

​

​

9

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	INDUSTRY AND BUSINESS SKILLS AND QUALIFICATIONS							​
​	Number of Directors	​	​	Skill or Qualification, and Definition	​	​	Alignment with Company’s Industry, Business and Strategy	​
​	10	​	​	Retail and/or Consumer Packaged Goods Experience A person who has provided operational and strategic oversight with a company primarily in retail and/or consumer packaged goods	​	​	We are a high-growth, extreme value retailer of quality, name-brand consumables and fresh products.	​
​	8	​	​	Supply Chain and/or Logistics Expertise A person who has provided operational and strategic oversight (i) with a company where supply chain or logistics is key to operational success, (ii) with a relevant supply chain or logistics consulting firm, or (iii) as technical leader of supply chain or logistics department of company (especially having led a transformation of supply chain)	​	​	Our speed and efficiency in responding to supplier needs, combined with specialized supply chain capabilities and flexible merchandising strategy, enhances access to opportunistic products and allows us to turn inventory quickly and profitably. Our flexible sourcing and supply chain model differentiates us from traditional retailers. We rely on our expansive distribution and transportation network to provide goods to distribution centers and stores in a timely and cost-effective manner. Our investments in distribution and logistics infrastructure supports anticipated store growth.	​
​	7	​	​	Marketing and Brand Management Experience A person who has provided operational and strategic oversight (i) with a business-to-consumer company having a significant focus on marketing and brand management, (ii) with a marketing consulting firm or (iii) as a leader of a marketing department of a business-to-consumer company	​	​	We have a sustained focus on delivering ever-changing “WOW!” deals within a fun, treasure hunt shopping environment, which has generated and continues to generate strong customer loyalty and brand affinity. A key performance indicator is driving comparable sales growth, including through increasing customer awareness and engagement by executing on marketing strategies. We further promote brand awareness and drive customers to shop through centralized marketing initiatives along with local Independent Operator (“IO”) marketing efforts.	​
​	4	​	​	Digital Transformation or Technology Expertise A person who has provided operational and strategic oversight (i) with a relevant technology company, (ii) with a relevant technology consulting firm, (iii) as a technical leader of technology department of a company, or (iv) overseeing a digital transformation project for a company which has leveraged technology to transform a business and can provide guidance on the risks of technology	​	​	We select and develop information systems to provide the flexibility and functionality to support our unique buying and selling model as well as to identify and respond to merchandising and operating trends in business. Our ongoing modernization, enhancement and maintenance of information systems supports growth. We continue to identify and implement productivity improvements through both operational initiatives and system enhancements. We build and develop tools that empower IOs to make intelligent decisions to grow their business.	​

​

Page

​

​

10

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	GOVERNANCE SKILLS AND QUALIFICATIONS							​
​	Number of Directors	​	​	Skill or Qualification, and Definition	​	​	Alignment with Company’s Industry, Business and Strategy	​
​	9	​	​	Executive Management Experience	​	​	A person who has provided operational and strategic oversight with expertise in strategy, execution, operations, and human capital management.	​
​	7	​	​	Enterprise Risk Oversight	​	​	A person who has provided operational and strategic oversight with particular insights relevant to identifying, analyzing, and mitigating key enterprise risks.	​
​	6	​	​	Public Company Director or Public Company Executive Officer Experience	​	​	A person who has provided operational and strategic oversight with particular insights relevant to a public company by having senior management or board experience (other than experience with our Board) at a public company.	​
​	5	​	​	Finance, Accounting and Financial Reporting Expertise	​	​	A person who has provided operational and strategic oversight with particular insights relevant to capital structure and allocation, finance, financial reporting and internal control over financial reporting.	​
​	4	​	​	Environmental, Social and Governance (“ESG”) Oversight Expertise	​	​	A person who has provided operational and strategic oversight in supporting sustainable long-term value creation, with particular insights relevant to one or more key components of environmental matters (food waste reduction, and store energy efficiencies), social matters (health and safety of community or employees, company culture and inclusion, and human capital management and talent development), and ESG-governance matters (ESG oversight, cybersecurity and privacy, and ethics and compliance) relevant to the Company’s ESG strategy.	​

DIRECTOR RECRUITMENT, NOMINATIONS AND APPOINTMENTS

The Nominating and Corporate Governance Committee is responsible for facilitating director assessments, identifying skills and expertise that director candidates should possess, and screening, selecting and recommending persons for director nomination or appointment by the Board, including the re-nomination of continuing directors. As part of director succession planning and Board refreshment, the Nominating and Corporate Governance Committee may solicit recommendations for candidates from other members of the Board and management and may also retain professional search firms to identify candidates. Further, the Committee will evaluate the qualifications of candidates recommended by stockholders against the same criteria it uses to evaluate other candidates. We did not receive any recommendations for director nominations from stockholders for the 2025 Annual Meeting.

The Committee will take into account all factors it considers appropriate in recommending continuing directors for re-election, or new director candidates for election or appointment, to the Board, which will include:

•

ensuring that the Board, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience (including current employment), prior and current service on public company boards, relevant

​

​

Page

​

​

11

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert”), and local or community ties and service;

•

minimum individual qualifications, including integrity, strength of character, mature and good business judgment, familiarity with the Company’s business and industry, independence of thought and ability to work collegially;

​

•

for continuing directors, the individual performance of such person on the Board; and

​

•

the extent to which the candidate would address a targeted skill, qualification or expertise for the Board.

​

NOMINATION RIGHTS AND SUPPORT OBLIGATIONS UNDER OUR AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Our Amended and Restated Stockholders Agreement provides, among other terms, that the Executive Stockholders (as defined in the Amended and Restated Stockholders Agreement) and the Read Trust Rollover Stockholders (as defined in the Amended and Restated Stockholders Agreement), trusts controlled by Mr. Lindberg or members of their respective immediate family, acting together by majority vote, will have the right to nominate one person (such person, the “Stockholder Nominee”) to our Board for so long as such stockholders collectively own at least 5% of the outstanding shares of our common stock. The Amended and Restated Stockholders Agreement also provides that our Chief Executive Officer will be nominated to our Board.

Pursuant to the Amended and Restated Stockholders Agreement, we must include the Stockholder Nominee and the Chief Executive Officer nominee on the slate that is included in the proxy statement relating to the election of directors of the class to which such persons belong and provide the highest level of support for the election of each such persons as we provide to any other director nominee. In addition, each stockholder party to the Amended and Restated Stockholders Agreement agrees to vote in favor of the Company slate that is included in our proxy statement.

The Stockholder Nominee position is currently vacant, and the Chief Executive Officer, Mr. Potter, is a Class III director.

DIRECTOR INDEPENDENCE

Pursuant to the corporate governance listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), a director employed by us cannot be deemed to be an independent director. Each other director will qualify as independent only if the director satisfies a series of objective tests, including that the director has not engaged in various types of business dealings with us, and that our Board affirmatively determines, on a subjective basis, that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has affirmatively determined all of our current directors are independent in accordance with the Nasdaq rules, other than Mr. Lindberg, who among other things has a direct or indirect material interest in entities which receive over 5% of their annual consolidated revenue from the Company, and Mr. Potter, who serves as our President and Chief Executive Officer. In making these determinations, the Nominating and Corporate Governance Committee reviewed and discussed information provided by the directors and us regarding each director’s business and personal activities as they may relate to us and our management, and determined that no subjective independence concerns existed. Each member of the Committees is independent under Nasdaq rules.

Additionally, there are additional independence rules established by the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq for members of the Audit and Risk Committee and Compensation Committee, and our Board has determined our Board committee members are in compliance with such rules.

DIRECTOR BACKGROUNDS AND QUALIFICATIONS

The following biographical information sets forth the business experience during at least the past five years of each director nominee and each other director as of April [•], 2025, together with a discussion of the specific experience, skills, expertise, backgrounds and other attributes that led to the conclusion that each director should continue to serve on the Board.

​

Page

​

​

12

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Class III Director Nominees

​	CAREY F. JAROS, Independent Director				​
​		​	​	Age: 47 Director Since: Sept. 2020 Committees • Compensation (since July 2022) ​ • Audit and Risk (Sept. 2020 to July 2022) ​	​
​	Career Highlights Since Oct. 2014, she has served in various executive positions at GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer, including as President and Chief Executive Officer (since Jan. 2020), Chief Operating Officer (July 2018 to Jan. 2020), Chief Strategy Officer (May 2016 to July 2018), and a member of the Board of Directors of GOJO (since Feb. 2019). She also served as President of the private family office for GOJO’s owners, Walnut Ridge Strategic Management Company, and was a member of GOJO’s Board of Directors, and a Board Director for several other portfolio companies, while in that role (Oct. 2014 to Apr. 2016). From Apr. 2011 to Oct. 2014, she was employed at Dealer Tire, a tire and parts distributor for automotive OEMs and Dealers, as Vice President, OEM Programs (Feb. 2014 to Oct. 2014) and Vice President, Strategy, Business Development and Finance (Apr. 2011 to Feb. 2014). June 2000 to Apr. 2011, she served in various roles at Bain and Company, a management consulting firm, including Senior Manager where she led consulting projects in retail and consumer products. Public Company Boards None				​

​

Other Information Ms. Jaros is a past board member of ESOP ACRT Services Inc. and has been a board member and advisor to more than a half-dozen private companies, including edtech startup WISR Inc. and personal care startup Aunt Flow. She received a Bachelor of Arts in Law & Public Policy from Brown University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Possesses substantial executive management expertise on a broad range of management topics, including developing corporate strategy, recruiting and developing a senior executive team, assessing emerging industry trends as well as optimizing business operations. ​ • Developed extensive knowledge as a global consumer and industrial products leader throughout her career. At GOJO, the PURELL omnichannel and consumer business directly reports to her, including sales to all U.S. retailers and through e-commerce. At Bain, she spent more than 10 years primarily advising retail, consumer products and industrial sectors, including numerous public and private companies involved in food manufacturing and production. ​ • Oversees direct reports leading brand and consumer marketing since 2016 at GOJO, including responsibility for the marketing organization and leadership of brand strategy matters. ​ • Led a massive supply chain systems redesign following the COVID pandemic, including facilities, systems and equipment, to drive high-growth by more than doubling global production in a short time across North America and Europe. Redesign and scaling the business for significantly higher demand included overseeing the implementation of significant automation ​

​

​

Page

​

​

13

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​

technology, including a state-of-the-art material handling system for distribution operations and similar to what is used by major retailers and distributors in retail and consumer goods industries. • Developed financial and accounting expertise through executive roles, including debt restructuring and refinancings, and previously was determined by our Board to be an audit committee financial expert during her service on our Audit and Risk Committee. ​ • Is a member of GOJO’s sustainable value steering team that drives its strategy. ​ • Is a member of GOJO’s Audit and Risk, People and Culture, and Finance committees. ​ • Private board service and advisory roles provide additional governance, compensation and strategic oversight experience. ​

​

​

Page

​

​

14

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	ERIC J. LINDBERG, JR., Chairman of the Board				​
​		​	​	Age: 54 Director Since: Jan. 2006 Chairman Since: Jan. 2023 Committees: None	​
​	Career Highlights October 2024 to February 2025, served as Interim President and Chief Executive Officer at Grocery Outlet. 1996 to 2022, served various positions at Grocery Outlet and its predecessor, including as Chief Executive Officer (Jan. 2019 to Dec. 2022) and Co-Chief Executive Officer (Jan. 2006 to Dec. 2018). Public Company Boards None Other Information He received a Bachelor of Arts in Economics from Hampden-Sydney College. Skills and Qualifications Relevant to Service on our Board • Possesses significant experience in the retail and consumer packed goods industries, garnered over his 26-year tenure with us, including 17 years as CEO or co-CEO. From 2000 to 2022, active member of the GMA/FMI (Grocery Manufacturers of America/Food Marketers Institute) and a member of CGA board (California Grocers Association 2014-2019). ​ • Proven executive manager, including long service to Grocery Outlet as a private company and then as a public company following our IPO in June 2019. Eric’s 17-year run as co-CEO and CEO was transformative for Grocery Outlet. Under his leadership, Grocery Outlet grew its store base from 123 to 441 stores, or 259%, and revenues from $612.6 million to $3.58 billion, or 484%, and developed a bi-coastal store footprint. He led sharing our vision and strategy in the IPO and thereafter in developing key stockholder relationships. ​ • Eric’s deep knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency. As our leading executive, he implemented fundamental strategic initiatives that enhanced our differentiated model for buying and selling, and strengthened our relationships with entrepreneurial Independent Operators that run most of our stores, combining to deliver a “WOW!” shopping experience. In his current oversight role, his unique insights on future strategy and initiatives will continue to be invaluable to our Board. ​ • Exhibited strong growth focus across all macroeconomic cycles, as demonstrated by our pattern of positive comparable store sales growth and healthy gross margin rates. For example, our comparable store sales increased for 19 out of 20 years through fiscal 2022. ​ • Long-standing role with our Board and management allows him to provide a unique perspective regarding oversight of enterprise risk management, including focusing on the most critical risks and evaluating risk mitigation activities. ​ • Has alignment with our other stockholders due to his meaningful stock ownership in the Company. ​				​

​

Page

​

​

15

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	JASON POTTER				​
​		​	​	Age: 54 Director Since: Feb. 2025 Committees: None	​
​	Career Highlights Since Feb. 2025, served as President and Chief Executive Officer at Grocery Outlet. From Mar. 2020 to Jan 2025, served as Chief Executive Officer and director at The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals. From 1990 to June 2018, served in successively senior positions at Sobeys Inc., a Canadian food and drug retailer and wholly owned subsidiary of The Empire Company Limited, including most recently as Executive Vice President of Operations (May 2017 to June 2018). Prior to that, he served as President of Sobeys West, President of Sobeys Atlantic and President of Multi-Format Operations. Public Company Boards None Other Information He received a Bachelor of Management and Master of Business Administration from Athabasca University. He also completed the Advanced Management Program at Harvard Business School. He was named to Canada’s “Top 40 Under 40” for Leadership by Caldwell Partners in 2008. Skills and Qualifications Relevant to Service on our Board • More than 30 years of grocery retail experience and a merchant at heart, with a track record of growing and scaling grocery businesses of significant complexity to drive earnings growth and shareholder value. Most recently, at The Fresh Market, he led the successful transformation of the business to strong earnings growth, as well as driving an award-winning customer experience that led to its selection as USA Today’s Readers’ Choice “Best Supermarket in America” in 2021, 2022 and 2023. At Sobeys, one of the largest food retailers in North America, he oversaw store operations for approximately 1,500 stores under several banners with more than $12 billion in revenues. ​ • Strong executive leadership experience, with more than 17 years of profit and loss leadership of The Fresh Market and numerous brands at Sobeys. Has led numerous transformational strategic projects for turnaround, growth and mature brands, and has strong financial expertise. Initiated key innovations, including e-commerce and private label development opportunities. ​ • Particular expertise in large-scale operations, complex supply chain and logistics, marketing, merchandising and strategy. Spent early career learning the retail food business through numerous jobs of increasing responsibility, including developing significant expertise in managing stores and distribution centers, real estate site selection as well as merchandising and marketing. ​ • As President and CEO, he is our operational and strategic day-to-day leader, and his vision, values and hands-on communication style aligns with the Company’s goals and culture. Understands how to lead a customer-centric business model that emphasizes the store experience and customer loyalty. ​ • His prior experience as a combined CEO and a director of a private food and drug retailer provides him with relevant governance, risk management and strategic oversight expertise, as well as experience serving in dual capacities as an executive and director. ​ • Depth of experience with a franchise operating model at Sobeys, which has many similarities to Grocery Outlet’s independent operator model. ​				​

​

Page

​

​

16

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Class I Directors with Terms Expiring in 2026

​	KENNETH W. ALTERMAN, Independent Director				​
​		​	​	Age: 68 Director Since: Feb. 2011 Committees • Compensation (Chair, since Nov. 2019; Member, since Nov. 2014) ​	​
​	Career Highlights Dec. 2002 to Jan. 2022, served various positions at Savers, Inc., a retail thrift store chain, including as Executive Adviser (Jan. 2017 to Jan. 2022), President, Chief Executive Officer and a director (Jan. 2004 to Jan. 2017) and Vice President and General Manager (Dec. 2002 to Dec. 2003). Previously, for 20 years, he worked at Pepsi Bottling Group, most recently as Director of Bottlers Operations and Washington State Market Unit General Manager. Public Company Boards None Other Information He received a Bachelor of Science in Chemical Engineering from Clarkson University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the discount retail industry throughout his career, including from employment and director roles. ​ • Focused marketing and brand management experience at Pepsi, with oversight on brand roll outs and product acquisition integration, as well as from his leadership role at Savers, which heavily focused on discount marketing. ​ • Possesses substantial executive management expertise, with particular experience in developing corporate strategy and assessing emerging industry trends and business operations, from his 18 years of leadership at Savers. ​ • Relevant supply chain and logistics experience from his responsibility for distribution of PepsiCo beverages in the U.S. and Canada, as well as overseeing the global distribution of Savers products. ​ • Private board service and advisory roles provide relevant governance, compensation and strategic oversight experience. ​				​

​

Page

​

​

17

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	JOHN (“JEB”) E. BACHMAN, Independent Director				​
​		​	​	Age: 69 Director Since: Nov. 2019 Committees • Audit and Risk (Chair, since Nov. 2019) ​	​
​	Career Highlights Since 2016, has been an outside director for various public companies since his retirement. 1978 to 2015, former Certified Public Accountant at the global accounting firm, PricewaterhouseCoopers LLP, most recently as a partner (1989 to 2015). At PwC, Mr. Bachman served for six years (2007 to 2013) as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Prior to this role, Mr. Bachman served for three years as the firm’s U.S. Strategy Leader (2004 to 2007) where he was responsible for strategic planning across business units, geographies and industries. Mr. Bachman also served as an audit partner for over 25 years for companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Public Company Boards Current None				​

​

Prior The Children’s Place Inc. (Mar. 2016 to Mar. 2024), an omni-channel children’s specialty retailer, with a global retail and wholesale network. Nasdaq: PLCE • Audit (Chair, May 2017 to Mar. 2024; Member, Mar. 2016 to Mar 2024) ​ • Corporate Responsibility, Sustainability & Governance (f/k/a Nominating and Corporate Governance) (2019 to 2023) ​

​

​

​

Recharge Acquisition Corp (2020 to 2022), a blank check company (also known as a special purpose acquisition company), including as Chair of the Audit Committee and a member of the Compensation Committee. Nasdaq: RCHG Wex Inc. (2016 to 2021), a global provider of payment solutions, including as a member of the Audit Committee and Finance Committee. Nasdaq: WEX SCANA Corporation (2018 to 2019), an electric and natural gas utility company, including as a member of the Special Litigation Committee. NYSE: SCG

​

​

Other Information He received a Bachelor of Science in Business Administration from Bucknell University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Extensive financial and accounting expertise, as well as business strategy, internal controls, financial reporting and enterprise risk oversight experience, from serving as a partner (as a former Certified Public Accountant) and in leadership roles for one of the world’s largest accounting firms. In addition, he has served as Chair of our Audit Committee since Nov. 2019, as well as the Audit Committee and Finance Committee of numerous other public companies in recent years. He has been determined by our Board to be an audit committee financial expert. ​ • Possesses public company director experience through his substantial board and board committee service in recent years for companies in a variety of industries, including an omnichannel retailer. ​ • Through many years of senior leadership at PwC, he has deep experience in operations, finance, risk management and strategic planning of a large, complex organization. ​ • Has retail experience through his lengthy board and board committee service to The Children’s Place. ​

​

​

Page

​

​

18

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	THOMAS F. HERMAN, Independent Director				​
​		​	​	Age: 84 Director Since: 2004 Committees • Audit and Risk (Chair, Nov. 2014 to Nov. 2019; Member, since 2014) ​ • Nominating and Corporate Governance (since Nov. 2020) ​	​
​	Career Highlights 2017 to 2021, Board member of Guckenheimer, a food management company, including as chairman of the Audit Committee. June 2003 to Jan. 2004, President and Chief Operating Officer of Good Guys, Inc., a public company consumer electronics retailer. 2001 to 2003, co-founder and managing partner of Oak Harbor Partners, a boutique financial services firm. Dec. 1998 to July 2001, Chief Executive Officer and President of Employment Law Learning Technologies, an online learning company focused on employment law. 1998 to 2001, co-founder of The Alamo Group, a real estate redeveloper of distressed assets. 1994 to 1998, Chief Executive Officer of American Fashion Jewelry, a mall-based jewelry retailer. 1989 to 1992, Chief Executive Officer of San Francisco Music Box Co., a global mall-based retailer of music boxes. 1987 to 1989, Chief Executive Officer of Grand Auto Inc., a public company automotive retailer. 1982 to 1987, he served in multiple roles at Lucky Stores, a high-growth, multi-division discount retailer that was a public company, including as Chief Executive Officer of Automotive Division (1982 to 1985) and Chief Administrative Officer (1985 to 1987). 1979 to 1982, Chief Executive Officer of Delta California Industries Inc., a multi-state transportation public company. Public Company Boards				​

​

Current None

​

​

​

Prior Good Guys, Inc. (2002 to 2004), including as Chair of Audit Committee and member of Compensation Committee. Nasdaq: GGUY Crdentia Corp. (2003 to 2006), a provider of healthcare staffing services in the United States, including as a member of the Audit Committee. OTC Bulletin Board

​

​

Other Information He taught finance for 10 years in the Master of Business Administration program at St. Mary’s College, among other finance teaching positions. He received a Bachelor of Arts in Political Science from University of Oregon, and a Master of Business Administration from University of California, Berkeley.

​

​

Page

​

​

19

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​

Skills and Qualifications Relevant to Service on our Board • Possesses significant executive retail experience from his long career that included numerous management positions for retail companies of significant complexity and scale, including certain high-growth companies. ​ • Through many years of service as Chief Executive Officer and other senior management roles, he led numerous M&A, financing, supply chain, human resources, and strategic development and repositioning matters. ​ • Historical public company board experience, which led to his initial appointment to our Board and continuing leadership role. ​ • Deep financial and accounting expertise, including serving as the chair or member of the Audit Committees of many public companies, and as the former Chair and continuing member of our Audit and Risk Committee for nine years. Further, he taught finance courses in college for many years. He has been determined by our Board to be an audit committee financial expert. ​

​

​

Page

​

​

20

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	ERIK D. RAGATZ, Lead Independent Director				​
​		​	​	Age: 52 Director Since: Oct. 2014 Lead Independent Director Since: Jan. 2023 Former Chairman: Oct. 2014 to Dec. 2022 Committees • Compensation (since Nov 2014) ​ • Nominating and Corporate Governance (Chair, June 2019 — Feb 2023; Member, since June 2019) ​	​

​

Career Highlights Since Sept. 2001, served various positions at Hellman & Friedman LLC, a global private equity firm focused on investing in high-quality, growth-oriented business, including as Senior Advisor (since Feb. 2023), Partner (Jan. 2008 to Feb. 2023), and Director/Principal (Sept. 2001 to Dec. 2007). Prior, served in various positions at Bain Capital, LP, a global private equity firm, and Bain & Company, a global management consultancy. Public Company Boards Current None

​

​

Prior Snap One Holdings Corp. (Aug 2017 to June 2024), a leading omnichannel supplier of connected home products and solutions to home integrators. Nasdaq: SNPO • Chairman (Aug. 2017 – June 2024) ​ • Nomination and Governance Committee Chairman (July 2021 – June 2024) ​ • Compensation Committee Chairman (Aug. 2017 – July 2021), Member (July 2021 – June 2024) ​

​

​

​

LPL Financial Holdings, Inc. (2009 to 2012), a leading provider of brokerage and investment advisory services. Nasdaq: LPLA

​

​

Other Information Mr. Ragatz also serves on several boards and board committees of other companies: • Since July 2021, At Home Group, Inc., a leading omnichannel home décor value retailer, including serving as Chairman (Since June 2024), Executive Chairman (Nov. 2023 to June 2024) and a member of the Compensation Committee (since July 2021), and previously as Lead Independent Director (July 2021 to Nov. 2023). ​ • Since Oct. 2023, The New Leaf Company BV (dba Superplum), an early-stage agri-tech business, including serving as Chairman. ​ • Since Feb. 2024, And Go Concepts, LLC (dba Salad & GO), a disruptive quick service restaurant on a mission to make fresh, nutritious food convenient and affordable to all. ​ He previously served on additional private company boards of H&F, including board leadership roles, in the following industries: auto collision repair (2014 to 2023), building products manufacturing and distribution (2010 to 2020), HVAC

​

​

Page

​

​

21

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​

manufacturing and distribution (2008 to 2012), healthcare services (2007 to 2011), and energy generation (2004 to 2005). He received a Bachelor of Arts in Economics from Stanford University, and a Master of Business Administration from Stanford University Graduate School of Business. Skills and Qualifications Relevant to Service on our Board • Developed significant strategic and operations expertise for retail, supply chain and logistics matters through leading H&F’s efforts to invest in high-growth global companies in the consumer, retail and industrial sectors, and taking leadership roles on the boards and board committees of the relevant portfolio companies for over 20 years. ​ • Strong other public company director experience through his board and board committee service at Snap One and LPL Financial, and together with his significant private company director experience, he has a unique expertise in corporate governance. His significant leadership roles on boards outside of our Board include serving as Chairman or Lead Independent Director of six companies (including one public company), Chair of the Compensation Committee of three companies, Chair of the Audit Committee of three companies (including one public company) and Chair of the Nominating and Corporate Governance Committee of one public company. This breadth of experience and expertise leading boards and board committees enables him to provide critical insights in overseeing and partnering with management of high-growth companies. ​ • Through serving as Chairman or a member of numerous Audit Committees of public and private companies, being a senior leader on H&F’s investment team and leading H&F’s macro-economic research and forecasting, he has significant finance, accounting and financial reporting expertise, including for retail and high-growth companies. ​ • His knowledge and expertise regarding enterprise risk oversight for high-growth companies was developed through his public and private company board roles, as well as having responsibility for the full lifecycle of the investing process at H&F, including sourcing ideas, negotiating transactions, raising capital, establishing governance procedures, partnering with executives to grow their businesses and ultimately selling the investments. ​

​

​

Page

​

​

22

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Class II Directors with Terms Expiring in 2026

​	MARY KAY HABEN, Independent Director				​
​		​	​	Age: 68 Director Since: Nov. 2019 Committees • Nominating and Corporate Governance (Chair, since Feb. 2023; Member, since Nov. 2019) ​ • Audit and Risk (Nov. 2019 to June 2021) ​	​
​	Career Highlights Since 2011, she has been an outside director for various public companies since her retirement. Apr. 2007 to Feb. 2011, she held senior positions with Wm. Wrigley Jr. Company, a confectionery company, including President, North America (Oct. 2008 to Feb. 2011) and Group Vice President and Managing Director, North America (Apr. 2007 to Oct. 2008). Wrigley was public until October 2008, following which it became a subsidiary of Mars, Incorporated. Prior, she led several multi-billion divisions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including Senior Vice President, Open Innovation (2006 to 2007), Senior Vice President, Global Snack Sector (2004 to 2006), and Group Vice President, Kraft Foods and President, Cheese, Enhancers and Meals (2001 to 2004). Public Company Boards				​

​

Current The Hershey Company (since Aug. 2013), a global confectionery leader. NYSE: HSY • Compensation and Human Capital Committee (Aug. 2013 to May 2017, and since May 2018; Chair, since June 2024) ​ • Finance and Risk Management Committee (2018, and since 2023) ​ • Governance Committee (Chair, 2018 to 2022; Member, Jan. 2016 to 2022) ​ • Executive Committee (2018 to 2022, and since June 2024) ​ Equity Residential (since July 2011), a REIT engaged in the acquisition, development and management of multi-family properties. NYSE: EQR • Compensation Committee (Chair, since 2016; Member, since 2013) ​ • Audit Committee (2011 to 2013) ​ • Corporate Governance Committee (since 2012) ​

​

​

​

Prior Bob Evans Farms, Inc. (Aug. 2012 to Jan. 2018), a leading producer and distributor of food products. Nasdaq: BOBE (company sold and went private in Jan. 2018) • Lead Independent Director (Aug. 2015 to Jan. 2018) ​ • Non-Executive Chair of the Board (Oct. 2014 to Aug. 2015) ​ • Compensation Committee (Apr. 2015 to Jan. 2018) ​ • Nominating and Corporate Governance Committee (2016 to Jan. 2018) ​ • Audit Committee (Aug. 2012 to 2014) ​ • Finance Committee (Aug. 2012 to 2014) ​

​

​

Page

​

​

23

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​

Other Information Ms. Haben was named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most influential boardroom leaders each year. She has served and chaired various alumni and foundation boards of the University of Michigan and Illinois, and is active in various non-profit boards. She received a Bachelor of Science in Business Administration from the University of Illinois, and a Master of Business Administration in Marketing from the University of Michigan, Ross School of Business. Skills and Qualifications Relevant to Service on our Board • Possesses substantial M&A, operating, digital, marketing, and brand management and development experience from long-term senior executive roles for consumer-packaged goods/food companies, including a strong track record in delivering value to shareholders and consumers through brand building, developing new products, innovation and implementation of business strategies in various markets and media platforms. Has deep knowledge of and ability to analyze the overall consumer-packaged goods industry, evolving market dynamics and consumers’ relationships with brands. Executive experience also included numerous years of direct reports in sales, R&D and supply chain. ​ • Long-tenured current board member of two public companies, and a former long-term board member of a third public company. Significant oversight expertise in governance, compensation, finance, digital transformations and AI, digital and social marketing, supply chain strategy, ESG and enterprise risk management (including cybersecurity risks) from serving on public company boards, including numerous leadership and board committee roles, since her retirement in 2011. Experience includes two significant directorships with consumer-packaged goods/food companies. ​ • The breadth of experience and expertise leading boards and board committees, as well as serving in executive management roles, enable her to provide critical insights in overseeing and partnering with management. ​

​

​

Page

​

​

24

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	GAIL MOODY-BYRD, Independent Director				​
​		​	​	Age: 67 Director Since: Jan. 2021 Committees • Audit and Risk (since Jan. 2021) ​	​
​	Career Highlights Since March 2022, Vice President, Marketing of LinkedIn Sales Solutions at LinkedIn Corporation, the world’s largest social professional network and a division of Microsoft Corporation. November 2018 to February 2022, Chief Marketing Officer of Noodle.ai, a software company focused on AI innovation in the global supply chain industry. September 2007 to October 2018, served various sales and marketing positions at SAP SE, a multinational enterprise software application company, including most recently as Vice President, Head of Web Marketing (Jan. 2018 to Oct. 2018), and Senior Director, Growth Strategies, Digital and Social Channels (May 2017 to Dec. 2017). February 2001 to August 2007, served various marketing and corporate development positions at Palm, a software developer and manufacturer of smartphones for consumers and enterprises. In prior years, she had retail industry roles with divisions of Federated Department Stores and Target Corporation, with Levi, Strauss & Co., as well as retail consultant roles with McKinsey & Company and Walker K. Levy Associates. Public Company Boards None Other Information She is a seven-year member of the Board of Directors of Juma Ventures, a non-profit that strives to break the cycle of poverty for underserved youth across America. She received a Bachelor of Arts in Economics from Spelman College, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Developed significant marketing and brand management expertise, including in driving brand awareness and demand generation as well as leading technology and data-driven consumer marketing, through more than 35 years in B2B technology marketing and retail/wholesale industry consulting, merchandising and planning. ​ • Early career focused on retail industry matters, including serving as a retail consultant for national and global brands, as well as a merchandiser, buyer, and brand manager. At Noodle.ai, she drove brand awareness and revenue generation for a high-growth supply chain software company targeting global consumer packaged goods companies. ​ • Has had recent involvement in strategic planning and other executive management matters at LinkedIn, and operated as a member of the C-suite at Noodle.ai, including quarterly board meeting presentations with the private equity-led board. ​ • At SAP, she spent five years as the digital marketing lead for the SAP Community Network, an online loyalty community of over two million customers undertaking various stages of large-scale digital transformations through SAP software implementations, thereby developing familiarity with various stages of the customer experience in such projects. ​				​

​

Page

​

​

25

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

​	JEFFREY R. YORK, Independent Director				​
​		​	​	Age: 61 Director Since: Nov. 2010 Committees • Audit and Risk (from Nov. 2014 to June 2021, and since July 2022) ​ • Compensation (Nov. 2019 to July 2022) ​	​
​	Career Highlights Since June 2024, has served as Chief Executive Officer of Altea Active, a private fitness and wellness company in Canada. June 2020 to January 2025, served as Special Advisor to Sobeys, Inc., the second largest food retailer in Canada with over 1,500 stores operating across Canada under a variety of names. June 2020 to January 2024, served as Partner, Farm Boy Stores Inc., a Canadian specialty grocery retailer. Nov. 2009 to June 2020, served as Co-Chief Executive Officer and President of Farm Boy, Inc. 1989 to 2009, served in various roles at Giant Tiger Stores Ltd., a Canadian extreme value discount store chain, including as President and Chief Operating Officer (1999 to 2009). 1986 to 1989, served with Ward Mallette, Chartered Accountants, where he obtained a chartered accountant/CPA designation. Public Company Boards None Other Information Mr. York currently serves as Chairman and a member of the Boards of Directors (and the Audit Committee) of the following Canadian public companies: Braille Energy Systems, Inc. (TSX-V: BES), a manufacturer of race car batteries and other energy storage devices; Stria Lithium (TSX-V: SRA), a junior mineral exploration company with lithium claims in Northern Quebec; and Focus Graphite (TSX-V: FMS), an advanced exploration and mining company. He received a Bachelor of Arts in Economics from Princeton University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the grocery and food retail industries, as well as extreme value discount retail, throughout his career spanning over 30 years in these areas. ​ • Experienced in leading rapid growth in store count and sales evidenced by his accomplishments at both Giant Tiger Stores and Farm Boy. ​ • Possesses substantial executive management expertise, with particular experience in developing corporate strategy, oversight of supply chain and logistics matters for fresh food deliveries, distribution centers and business operations. ​ • Financial and accounting expertise through being a Canadian Certified Public Accountant and serving on the audit committees of other boards. He has been determined by our Board to be an audit committee financial expert. ​ • Canadian public company director roles provides relevant governance, compensation, additional financial and strategic oversight experience. ​				​

​

Page

​

​

26

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Corporate Governance

BOARD LEADERSHIP STRUCTURE

Mr. Lindberg has served as our Chairman of the Board since December 31, 2022, including during the 4-month period he recently served as our Interim President and Chief Executive Officer. The Board believes that Mr. Lindberg’s significant experience as our former Chief Executive Officer and detailed knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency.

Concurrent with Mr. Lindberg’s appointment as Chairman, the Board appointed Mr. Ragatz (who previously served as Chairman since October 2014) to the role of Lead Independent Director. Our Corporate Governance Guidelines provide that our independent directors will elect a Lead Independent Director whenever the Chairman is not an independent director. Our Board believes that an effective Lead Independent Director, such as Mr. Ragatz, who has significant and clearly delineated responsibilities as set forth in our Corporate Governance Guidelines and significant experience after serving as our Chairman of the Board, ensures strong, independent oversight of management and promotes effective governance and Board efficiency. Mr. Ragatz qualifies as an independent director under applicable rules and regulations of the SEC and Nasdaq. Further, the Committees consist solely of independent directors and provide significant oversight and leadership of key Board functions.

Key Responsibilities of Lead Independent Director

​	ERIK D. RAGATZ				​
​	Erik D. Ragatz	​	​	• Preside over all meetings of the Board at which the Chairperson and CEO are not present ​ • Request the inclusion of certain materials for Board meetings ​ • Collaborate with the Chairperson and CEO on Board meeting agendas ​ • Collaborate with the Chairperson and CEO in determining the need for special meetings of the Board ​ • Serve as the Board liaison to the CEO to give guidance and/or feedback ​ • Regularly consult with the Chairperson and CEO regarding the Company’s strategy and key operational matters ​ • Be available to meet with major stockholders of the Company as appropriate ​ • Develop topics and lead Board discussion in executive sessions of the independent directors ​ • Provide leadership and serve as temporary Chairperson of the Board or CEO in the event of the inability of the Chairperson or CEO to fulfill such role due to crisis or other event or circumstance which would make leadership by existing management inappropriate or ineffective, in which case the Lead Independent Director shall have the authority to convene meetings of the Board or management ​ • Call meetings of independent directors when necessary ​ • Recommend to the Board, in concert with the chairs of the respective Committees, the retention of consultants and advisors who directly report to the Board ​ • Perform such other responsibilities as may be designated by the Board from time to time ​	​

​

Page

​

​

27

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines, which describe the principles and practices that our Board will follow in carrying out its responsibilities. These guidelines cover a number of policies and practices, including certain matters described under “Proxy Summary—Governance Principles.” Additionally, these guidelines address:

•

the role and responsibilities, size and composition of the Board;

​

•

the independence of directors;

​

•

the selection of Chairman of the Board and the Lead Independent Director;

​

•

potential and actual conflicts of interest;

​

•

consideration of matters impacting director service, including a change in present job responsibility;

​

•

director orientation and continuing education;

​

•

the conduct of Board meetings;

​

•

standing Committees;

​

•

expectations of directors;

​

•

management succession planning;

​

•

Board compensation;

​

•

communications with stockholders and non-employee directors; and

​

•

the process for evaluating Board performance.

​

A copy of our Corporate Governance Guidelines is available on our website at https://investors.groceryoutlet.com under the “Corporate Governance” section.

BOARD AND COMMITTEE MEETINGS AND ANNUAL MEETING ATTENDANCE

The Board and its Committees meet throughout the year at regularly scheduled meetings and also hold special meetings as needed. Additionally, they act by unanimous written consent when needed and appropriate. During the Fiscal Year 2024, there were six meetings of the Board, ten meetings of the Audit and Risk Committee, six meetings of the Compensation Committee and four meetings of the Nominating and Corporate Governance Committee. Each of our current directors attended at least 75% of the aggregate meetings of the Board and its Committees on which they served during Fiscal Year 2024.

In addition, our independent directors regularly meet in executive session, without management present. The Lead Independent Director chairs these executive sessions of independent directors. Our fully independent Committees also regularly meet in executive session (chaired by the respective Committee Chair).

We strongly encourage our directors to attend our annual meetings of stockholders. Nine of our then ten directors attended our 2024 annual meeting of stockholders.

Board Member Commitment Outside of the Boardroom

In addition to preparation for and attendance at regular and special meetings, our directors stay regularly informed on recent developments and current events affecting our business or industry through postings and other communications (from management, company advisors and other third party sources). They also participate in ad hoc meetings with management, special committees, certain meetings with investors and site visits to our stores from time to time.

​

Page

​

​

28

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

BOARD AND COMMITTEES’ ROLE IN RISK OVERSIGHT

Our Board and its Committees have extensive involvement in overseeing the Company’s risk management through their activities, some of which are noted below. We believe that the leadership structure of our Board and Committees provides appropriate risk oversight.

​	Full Board	​	​	• General risk management oversight, including strategic, operational, financial and legal risks ​ • Joint leadership with management regarding crisis management and disaster recovery activities ​ • Reviews and approves annual business plan, including strategy and liquidity, and reviews long-term strategy, including its three primary pillars (strengthening our core business model, evolving our business and expanding our footprint) ​ • Reviews capital allocation strategy, including acquisitions, financing/debt transactions and share repurchase program ​ • CEO and executive team succession planning ​ • CEO performance review and CEO target compensation (independent members of the Board only) ​	​
​	Audit and Risk Committee	​	​	• Oversees enterprise risk management and reviews key findings and strategies to mitigate identified risks ​ • Oversees significant financial risk exposures, including liquidity, legal, regulatory and other contingencies ​ • Regularly reviews reports from the Company’s legal, regulatory and compliance functions, including ethics hotline ​ • Regular oversight and consultations with the independent registered public accounting firm ​ • Oversight of the internal audit function ​ • Oversees cybersecurity risk management and reporting ​	​
​	Compensation Committee	​	​	• Annually reviews whether any compensation programs encourage excessive risk taking, as well as risk mitigation policies and considerations ​ • Oversees human capital management, including talent acquisition, equity and inclusion, and any human capital risks identified in the enterprise risk management process ​	​
​	Nominating and Corporate Governance Committee	​	​	• Considers any governance risks identified in the enterprise risk management process ​ • Review and approval of Securities Trading Policy ​ • Responsible for oversight of sustainability, and risks and opportunities related to ESG ​	​

Enterprise Risk Management Process. Our Audit and Risk Committee oversees our approach to enterprise risk management, which is designed to work across our business to identify, assess, govern and manage risks (including all strategic, operational, compliance and financial risks across the organization) and our response to those risks. The Senior Director of Corporate Internal Audit & Enterprise Risk, who reports functionally and administratively to our Chief Financial Officer and directly to the Audit and Risk Committee, leads an annual risk assessment process. Through this process, risks are identified through a series of interviews and questionnaires, and then prioritized based on quantitative and qualitative factors that consider the likelihood and impact of the risk on our operations, current objectives and long-term strategies. Senior management aligns on critical risks and then identifies risk owners among the executive leadership team and the Board or a Committee for oversight, with the risk owner developing a risk mitigation plan that is tracked to completion. Less critical risks are subject to various levels of internal monitoring. Overall results are reported to and discussed with the Audit and Risk Committee annually and more frequently based on the materiality of specified risks. The Audit and Risk Committee provides updates to the Board, at least annually, on such review.

Cybersecurity, Data Privacy and Data Security. We consider cybersecurity to be an important issue affecting the enterprise both in terms of economic risk and reputational risk. Under the direction of our information technology department, we have implemented policies and controls in line with the requirements of the International Organization for Standardization and have assessed and continue to assess our cybersecurity maturity levels against the National Institute of Standards and

​

Page

​

​

29

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Technology framework to set appropriate standards and guidelines. We monitor and remediate threats through our managed detection and response, and our vulnerability management programs. We provide regular employee communications and mandatory training, periodically review our incident response and breach notification plan, and leverage third-party expertise for testing, assessments and improvements. We have an onboarding and periodic security review process of all third party vendors who have or will have access to our confidential information. We also have established business continuity disaster recovery plans that are designed to limit downtime and data loss in the event of a security breach. As we have increased our remote workforce in recent years, the Audit and Risk Committee and management have focused on enhancing the security of remote access with trusted devices, endpoint security controls and infrastructure resiliency.

We have a written incident response plan that is implemented by our cybersecurity incident response team, comprised of members of our information security, legal, human resources, finance and communications teams, and whose function is to respond to any such incident, define and seek to control the extent of the incident, assess and take reasonable actions intended to remediate any damage caused, and implement measures designed to prevent future reoccurrences. The materiality of any cybersecurity incident is evaluated by senior management, including the legal and finance departments, and, in certain circumstances by our third-party advisors. We periodically perform simulations (referred to as tabletop exercises) at a management level with external resources and advisors. Additional information relating to cybersecurity, data privacy and data security is contained in Item 1C. “Cybersecurity” in our 2024 Annual Report.

We carry cyber risk insurance that is intended to provide protection against a breach or other data security incident (see our risk factors in our 2024 Annual Report relating to cybersecurity and cybersecurity insurance).

Compensation Risk Analysis. The Compensation Committee reviews management’s annual assessment of our compensation programs and policies for our executive officers as well as for our other employees to determine whether those programs and policies encourage excessive risk taking that are reasonably likely to have a material adverse effect on our Company. Our compensation policies and practices (including those for our NEOs described in more detail under “Compensation Discussion and Analysis” below) balance short- and long-term performance goals and award vehicles, as well as the mix of the cash and equity components. Further, our most significant programs are overseen by the Compensation Committee, directly or through delegation of authority, and have strong risk mitigants, including market-based benchmarking throughout the organization and reasonable payout caps and, for our executives and directors, our clawback policies and stock ownership guidelines. Based upon this review, the Compensation Committee believes the elements of our compensation programs and policies do not encourage unnecessary or excessive risk-taking that are reasonably likely to have a material adverse effect on us.

ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS

The Board is committed to a thorough annual self-assessment process led by the Chair of the Nominating and Corporate Governance Committee (which process may from time to time include the engagement of a third-party consultant). This process is used as an important tool to promote Board effectiveness and continuous improvement. This self-assessment process involves filling out detailed questionnaires and having an individual meeting with the Chair of the Nominating and Corporate Governance Committee which elicits each director’s input regarding various board and committee effectiveness topics such as stewardship and board/committee dynamics. Through this process, areas where the Board functions effectively and areas where the Board believes it can improve are identified and discussed. Improvement opportunities generally are assigned to develop and drive action plans.

COMMITTEES OF THE BOARD

The standing Committees of our Board include: the Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The composition and responsibilities of each standing Committee are described below, as well as above under “Board and Committees’ Role in Risk Oversight”. Members serve on Committees until their resignation, retirement or other termination of service, or until otherwise determined by our Board. Current copies of the charters for each of these Committees are available on our website at https://investors.groceryoutlet.com, under the “Corporate Governance” section.

The following table sets forth the standing Committees and their Chairs and members as of the date of this Proxy Statement. Neither Mr. Lindberg nor Mr. Potter serve on any standing Committees.

​

Page

​

​

30

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Audit and Risk Committee.   The Audit and Risk Committee is solely and directly responsible for the appointment, compensation, retention, oversight of the work and termination, if any, of our independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte & Touche” or “Deloitte”). The additional primary responsibilities of the Audit and Risk Committee are to provide assistance to the Board regarding:

•

oversight of the quality and integrity of the Company’s financial statements, including the oversight of the Company’s accounting and financial reporting processes (including relating to internal control over financial reporting and disclosure controls and procedures) and review of reports filed or furnished to the SEC that include financial statements or results;

​

•

review and assessment of the independent registered public accounting firm’s qualifications, planned scope and procedures for the audit and other pre-approved services, performance, fees and independence;

​

•

oversight of the Company’s legal and regulatory compliance related to financial reporting and internal controls;

​

•

oversight of the Company’s corporate compliance program, including the Code of Business Conduct and Ethics (the “Code of Ethics”), and investigations of possible violations thereunder (including reports made to our confidential third-party hotlines);

​

•

oversight of the Company’s framework and approach to enterprise risk management, and the identification of risks and risk mitigating activities, including relating to the Company’s significant financial risk exposures and cybersecurity, data privacy and data security controls;

​

•

the preparation of the Audit and Risk Committee report included in our proxy statements, as well as the review of related disclosures in such proxy statements;

​

•

review of the work plan, staffing and performance of the Company’s internal audit function, including regarding internal control testing;

​

•

review of the Related Persons Transactions Policy and review and, if appropriate, approval of proposed related person transactions in accordance with such policy;

​

•

review and oversight of the Company’s significant insurance policies; and

​

​

Page

​

​

31

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

•

other responsibilities noted in the Audit and Risk Committee report included in this Proxy Statement.

​

The Board has determined that each of Messrs. Bachman, Herman and York qualifies as an audit committee financial expert under SEC rules, and that each member of the Audit and Risk Committee has sufficient knowledge in reading and understanding financial statements to serve on such Committee.

Compensation Committee.   The primary responsibilities of the Compensation Committee are to provide assistance to the Board regarding:

•

being solely and directly responsible for the engagement, qualifications, scope of work, performance, independence and fees of the Compensation Committee’s independent compensation consultant;

​

•

evaluating, with the assistance of the President and CEO, the performance of the executive officers (other than the CEO);

​

•

annually determining the appropriate peer group and survey data in connection with evaluating executive compensation and benefits;

​

•

approval of the compensation program and target compensation of the Company’s executive officers (other than the CEO) and recommending to the full Board the compensation program and compensation of the non-employee members of the Board;

​

•

considering on an annual basis an assessment of whether risks arising from the Company’s compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company;

​

•

monitoring or administering incentive and equity-based compensation plans;

​

•

reviewing and approving stock ownership guidelines for directors and executive officers and “clawback” policies of the Company;

​

•

review any compensation-related disclosures in our proxy statements, including reviewing and discussing with management our “Compensation Discussion and Analysis” and producing the Compensation Committee Report included in our proxy statements, and reviewing any stockholder proposals related to such matters; and

​

•

overseeing certain matters related to human capital management.

​

The Board has determined that each member of the Compensation Committee qualifies as a non-employee director under applicable rules and regulations of the SEC.

To the extent permitted by applicable law and the Nasdaq rules, the Compensation Committee may delegate its responsibilities to a subcommittee and may authorize members of our Human Resources department to carry out certain administrative duties regarding our compensation programs. Pursuant to delegated authority from the Compensation Committee, the Committee Chair and the President and Chief Executive Officer approve certain equity awards for non-executive officer employees, subject to specified limitations.

For Fiscal Year 2024, the Compensation Committee determined to re-engage Korn Ferry as its independent consultant. In connection with such engagement, the Committee reviewed the independence of Korn Ferry based on the factors specified by Nasdaq as well as other factors it deemed relevant, and any potential conflicts of interest raised by the work of Korn Ferry. In Fiscal Year 2024, management engaged Korn Ferry for executive search services. The fees for those services were $362,295. While neither the Committee nor the Board approved such other services, the services were discussed with the Chair of the Committee in advance of any services being rendered. The Committee believes that the advice it receives from the individual compensation consultants was and is objective and not influenced by Korn Ferry’s other relationships with us because of the policies and procedures Korn Ferry and the Committee have in place. These policies and procedures include:

•

the Compensation Committee’s consultants receive no incentive or other compensation based on the fees charged to us for other services provided by Korn Ferry;

​

•

the Compensation Committee’s consultants are not responsible for selling other Korn Ferry or affiliate services to Grocery Outlet;

​

​

Page

​

​

32

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

•

Korn Ferry’s professional standards prohibit the Compensation Committee’s consultants from considering any other relationships Korn Ferry may have with us in rendering their advice and recommendations;

​

•

the Compensation Committee has the sole authority to retain and terminate its compensation consultants; and

​

•

the Compensation Committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants.

​

The Committee determined that there were no conflicts of interest raised by Korn Ferry’s work for the Company beyond services to the Compensation Committee. For information on the processes and roles for determining compensation, including the role of Korn Ferry as the Compensation Committee’s independent consultant, and the role of our President and Chief Executive Officer, in the consideration and determination of executive compensation, see “Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee.   The primary responsibilities of the Nominating and Corporate Governance Committee are to provide assistance to the Board regarding:

•

developing and recommending to the Board a set of corporate governance principles applicable to the Company, including reviewing key governance policies of the Company (including the Corporate Governance Guidelines and Code of Ethics) and monitoring or administering such policies as specified therein;

​

•

identifying and evaluating individuals qualified to become directors (including candidates nominated or recommended by stockholders), consistent with the criteria approved by the Board and set forth in Company policies, and recommending to the Board the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;

​

•

reviewing director independence;

​

•

evaluating the composition the Board and considerations related to director succession planning;

​

•

reviewing Committee membership and Board and Committee leadership roles and succession planning for such roles;

​

•

overseeing the annual evaluation of the Board and its Committees;

​

•

reviewing any governance-related disclosures in our proxy statements and reviewing any stockholder proposals related to such matters;

​

•

reviewing matters of corporate responsibility and sustainability, including potential long- and short-term trends and impacts to the Company’s business of ESG issues, and the Company’s public reporting on these topics;

​

•

oversight of management and director engagement with stockholders relating to ESG; and

​

•

review and approval of policies relating to compliance with securities laws and security trading by the Company’s directors, officers and other employees.

​

STOCKHOLDER ENGAGEMENT

Our Board and management value the opportunity to engage with our stockholders and prospective stockholders to better understand and focus on the priorities that matter most to them, and to foster consistent and constructive dialogue. Periodically, our Investor Relations team, certain members of management and our Lead Independent Director proactively initiate investor outreach efforts through requested meetings with stockholders. Additionally, throughout the year, our Investor Relations team and leaders of our business proactively engage with our stockholders to seek their input, to remain well-informed regarding their perspectives and help increase their understanding of our business, industry and long-term strategy. In early Fiscal Year 2024 we reached out to our major investors and were able to engage with stockholders representing a majority of our issued and outstanding shares regarding ESG topics. The feedback received from our stakeholder outreach efforts is communicated to and considered by our Board and Board Committees, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, where appropriate. The Board also receives regular reports from management regarding investor sentiment, institutional investor voting and governance policies, and trends in stakeholder issues, which informs the Board’s ongoing evaluation of appropriate governance and other practices.

​

Page

​

​

33

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Our Board welcomes correspondence from our stockholders. Stockholders may initiate in writing any communication with our Board, Board Chair or the Lead Independent Director by sending the correspondence to our General Counsel, c/o Grocery Outlet Holding Corp., 5650 Hollis Street, Emeryville, CA, 94608. This centralized process assists our Board in reviewing and responding to stockholder communications in an appropriate manner. The General Counsel will initially review and compile all such communications and may summarize such communications prior to forwarding to the appropriate party.

Our General Counsel will not forward communications that are not relevant to the duties and responsibilities of the Board, including spam, junk mail and mass mailings, product or service inquiries, new product or service suggestions, resumes or other forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.

Our Environmental, Social and Governance Approach

At Grocery Outlet, we believe that our long-term success is naturally aligned with our ability to positively impact our communities, our people and our planet. Our mission of Touching Lives for the Better has been core to the business from the start, and fulfilling this purpose has resulted in positive environmental and social impacts throughout our 79-year history. We have developed a holistic ESG strategy that aligns with our unique model. In Fiscal Year 2022, we began the process of documenting the positive ESG benefits inherent in our business, and in Fiscal Year 2024 we published our second Impact Report which focused on the positive impact we have on our communities, people and planet. Among the key impact areas highlighted in the report are:

•

Saving Customers Money: Our discounts and bargains save customers money—an estimated 40% over conventional grocers on average and 40-70% on WOW! items—enabling them to save for life’s other expenses.

​

•

Providing Affordable Quality Food: We increase food access in our communities by providing customers with affordable, quality food from trusted, name-brand suppliers.

​

•

Giving Back: We partner with our Independent Operators to give back to our communities by supporting local food banks, educational programs and other initiatives that uplift and empower those in need.

​

•

Providing Opportunities to Independent Operators: We create unique opportunities for Independent Operators to be local business owners and entrepreneurs.

​

•

Providing Opportunities for Employees: We prioritize our values and culture, as well as our inclusion initiatives, and help to create opportunities for our employees to grow and thrive.

​

•

Reducing Food Waste: Our opportunistic sourcing model naturally supports food waste reduction by focusing on excess inventory and increasing the likelihood that surplus food will be sold to consumers rather than discarded.

​

•

Improving Operational Efficiency: We strive to reduce our environmental impact on energy use, food waste and carbon emissions by improving stores’ operation efficiency.

​

Our ESG Steering Committee (whose membership includes senior management) meets quarterly to discuss our ESG initiatives, goals and progress. At the Board level, our Nominating and Corporate Governance Committee is responsible for overseeing (and regularly receives reports reflecting) matters of corporate responsibility, sustainability and other environmental, social and governance issues, as well as our public reporting regarding these topics. Our Board also receives regular reports on our progress from the Nominating and Corporate Governance Committee and, at least once per year, from management. To support our efforts in this area, we have engaged an outside ESG advisor and we plan to publish our third Impact Report during Fiscal Year 2025.

We plan to continue to solicit periodic feedback from our stakeholders and in early Fiscal Year 2024 we were able to engage with stockholders representing a majority of our issued and outstanding shares. We discussed our ESG strategy and initiatives, and elicited feedback on our inaugural Impact Report and ESG priorities.

​

Page

​

​

34

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Our Commitment to Human Capital Management

At Grocery Outlet, our mission is to Touch Lives for the Better. To do this, we work together to foster and enhance a culture grounded in talented and passionate people who live our values: entrepreneurship, integrity, achievement, family, service to others, diversity and fun. Our employees are at the heart of who we are and what we do. Our values translate into our human capital offerings to recruit, engage, develop, reward and retain employees who believe in our mission and emulate our values. As of the end of Fiscal Year 2024, we had 2,307 employees, 1,692 of whom were full-time and 615 of whom were part-time, including: (i) 632 of our employees at our corporate organization, 189 of which were classified as field employees, (ii) 516 of our employees at our distribution centers, and (iii) 1,159 employees in our Company-operated stores.

BOARD INVOLVEMENT IN HUMAN CAPITAL MATTERS

Our Board and Committees provide oversight on human capital matters and risks including employee engagement, inclusion, talent development, succession planning and our recent workforce reduction. Our full Board provides oversight of our executive management, talent development, succession planning and talent acquisition, and has access to key leaders and other key talent throughout the organization through participation in Board and Committee meetings. Our Audit and Risk Committee provides oversight for enterprise risk management. Our Nominating and Corporate Governance Committee oversees the effectiveness of our governance and social responsibility policies, goals and programs. Our Compensation Committee provides oversight of our total rewards offerings for employees and conducts both a yearly compensation benchmarking assessment and yearly compensation risk assessment.

EMPLOYEE DEVELOPMENT

We seek to grow leaders at every level of our organization by creating a culture of mentoring and coaching. As part of our succession planning, we prioritize growing talent internally within our organization and invest resources to develop our employees’ skill sets and career paths. Some of our offerings during Fiscal Year 2024 (offered virtually and, in some cases, in person) included:

•

Certification program opportunities, including offerings in personal growth and professional development;

​

•

Lunch and learn events, featuring a wide variety of personal development topics and industry speakers;

​

•

Individual coaching for leadership development, and other leadership training on an ad hoc basis; and

​

•

Virtual learning platform, including leadership development courses and specific hard skills training on project management and Microsoft Excel.

​

During Fiscal Year 2024, we promoted 141 corporate and field employees.

EMPLOYEE COMPENSATION AND BENEFITS

We provide compensation and comprehensive benefits designed to recruit and retain the talent necessary to advance our mission, meet our business goals and execute our long-term growth strategy. Our compensation components vary by employee level and include cash base compensation, cash bonuses, equity awards and a profit-sharing program. Our generous and highly competitive health and welfare benefits programs during Fiscal Year 2024, available equitably to full-time employees, include:

•

Leading healthcare offered to employees, including medical, vision, dental, life insurance, accidental death and dismemberment, long-term disability, health savings accounts and wellness programs that encourage improved health while having fun;

​

•

Free access to financial planning/training and wellness education and health challenges;

​

•

Free access to on demand mental health support, providing confidential coaching and counseling;

​

•

A 401(k) and profit-sharing program available to all employees meeting eligibility requirements (See “Compensation Discussion and Analysis” below for further information); and

​

​

Page

​

​

35

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

•

An education assistance program providing tuition reimbursement for eligible employees seeking to improve their job-related skills through additional education (subject to the conditions of the program). We also participate in the California Grocers Association Educational Foundation program to offer scholarships to employees, IOs and dependents.

​

COMPANY CULTURE

We believe that a diverse and inclusive team is important to our long-term business success and makes us a better company. Additionally, and as part of our commitment to transparency, we are committed to disclosing our workforce diversity data (by gender, race and ethnicity) that we include in our consolidated EEO-1 report filed with the U.S. Equal Employment Opportunity Commission (“EEOC”), beginning with Fiscal Year 2024 data to be available on our Investor Relations website and currently planned to be included in our third Impact Report that will be published in Fiscal Year 2025 (depending on timing of the EEOC submission window opening).

We will continue to focus on cultivating a diverse and inclusive corporate culture through continued education for all our employees, ERGs and talent development across our organization.

We strive to nurture and uphold an inclusive, diverse environment free from discrimination of any kind, including sexual or other discriminatory/harassing behavior. We do this by setting an appropriate tone at the top with an open-door policy and robust policies/procedures such as our Code of Ethics (which includes access to an anonymous hotline) as well as an internal audit function—all of which support compliance with regulations and ethical behavior. We conduct regular training on all of our corporate policies, including on our Code of Ethics and Securities Trading Policy, and on topics such as workplace harassment and cybersecurity.

COMMUNITY INVOLVEMENT

The commitment by Grocery Outlet to our communities extends well beyond our offices and storefronts. We pride ourselves on giving back to local communities. In Fiscal Year 2024, through a coordinated effort with our Independent Operators and suppliers involving food, cash and online donations, we held our 14th Annual Independence from Hunger food drive, which supported over 400 non-profit agencies and helped reduce food insecurity and food waste within the communities in which we operate. In the 14 years Grocery Outlet has run this food drive, we and our IOs have raised over $24.5 million to fight food insecurity.

As an additional part of our efforts to fight hunger and minimize food waste, for decades our IOs have partnered with local food bank organizations to donate food and other items that would have otherwise been thrown away. California law SB 1383 requires, among other things, that we and our IOs in California donate a certain amount of edible food that would otherwise have been thrown away to food recovery organizations. Our IOs in California have adopted formal donor partner agreements to ensure that their regular donating activities meets the technical requirements of this legislation.

COMPANY FOUNDATION

In 2011, we established the Touching Lives Foundation, a 501(c)(3) nonprofit organization. The Foundation’s purpose is to help people within the Grocery Outlet family (i.e. employees and immediate family members of Grocery Outlet or Independent Operators) who have financial need resulting from a catastrophic life event. The Foundation has covered expenses, among others, related to illness, funeral expense, emergency travel, temporary housing and relocation. The Touching Lives Foundation receives financial support from the Board members, management and employees of Grocery Outlet, Independent Operators, an annual corporate endowment from Grocery Outlet Inc., as well as outside donors.

Code of Business Conduct and Ethics

We have adopted a Code of Ethics applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Ethics. The Code of Ethics is available under the Corporate Governance tab of our Investor Relations page of our website at https://investors.groceryoutlet.com. If we ever were to amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting

​

Page

​

​

36

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our Internet website set forth above rather than by filing a Current Report on Form 8-K.

Director Compensation

Pursuant to our Non-Employee Director Compensation Policy, cash and equity compensation is paid or granted, as applicable, to each member of our Board who is not an employee of us or any parent or subsidiary of us (each, a “non-employee director”).

Our Board (following benchmarking analysis from and consultation with Korn Ferry) approved an amendment to the non-employee director compensation policy effective as of June 3, 2024. In particular, (i) the annual cash retainer for the Chair of the Compensation Committee increased from $20,000 to $25,000 and (ii) the grant date fair value of the annual restricted stock unit (“RSU”) award increased from $125,000 to $150,000.

Non-Employee Director Cash Compensation

Under our non-employee director compensation policy in effect for Fiscal Year 2024, non-employee directors receive the following cash compensation:

​	Components of Cash Retainer	​	​	($)				​
​	Annual cash retainer for Board service:	​	​	​	​	​	​	​
​	Non-Employee Directors	​	​	​	​	75,000	​	​
​	Additional annual cash retainer for Chairman and Lead Independent Director	​	​	​	​	​	​	​
​	Chairman	​	​	​	​	150,000	​	​
​	Lead Independent Director	​	​	​	​	50,000	​	​
​	Additional annual cash retainer for Committee service:	​	​	​	​	​	​	​
​	Audit and Risk Committee – Chair	​	​	​	​	25,000	​	​
​	Audit and Risk Committee – Member (non-Chair)	​	​	​	​	15,000	​	​
​	Compensation Committee – Chair	​	​	​	​	25,000	​	​
​	Compensation Committee – Member (non-Chair)	​	​	​	​	10,000	​	​
​	Nominating and Corporate Governance Committee – Chair	​	​	​	​	20,000	​	​
​	Nominating and Corporate Governance Committee – Member (non-Chair)	​	​	​	​	10,000	​	​

The annual cash retainers are earned on a quarterly basis based on a calendar quarter.

Under our current non-employee director compensation policy, none of our directors receive separate compensation for attending meetings of our Board or any Committees. All directors are reimbursed for travel and other expenses directly related to director activities and responsibilities.

Non-Employee Director Equity Compensation

The current non-employee director compensation policy provides that each non-employee director will be granted an RSU award under our 2019 Incentive Plan (the “2019 Incentive Plan”) with respect to a number of shares of our common stock having a grant value of $150,000. The number of shares underlying the annual RSU grant is calculated by dividing $150,000 by the fair market value of our common stock (which is the closing price of a share of our common stock on Nasdaq) on the annual RSU grant date, rounded up to the next whole share. Non-employee directors who join the Board mid-vesting cycle receive a prorated grant.

​

Page

​

​

37

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Subject to the non-employee director’s continued service with us on the applicable vesting date, the annual RSU awards will generally vest in full upon the earlier of (i) the completion of twelve months from the grant date, or (ii) the anniversary of the prior year’s annual meeting of stockholders. The annual RSU awards will vest in full upon a change in control. Upon vesting, the annual RSU grant will be settled in shares of our common stock within 30 days of the date on which the relevant vesting date occurs.

Director Stock Ownership Guidelines

Our director equity ownership guidelines provide that our non-employee directors are expected to achieve and maintain ownership of equity with a total value equal to five times the annual cash retainer for Board service ($75,000 for Fiscal Year 2024). Non-employee directors are expected to initially satisfy such guidelines within a five-year initial compliance period. As of December 28, 2024, all non-employee directors in service were either in compliance with the guidelines or within the compliance period and making appropriate progress.

For purposes of the guidelines, a director’s holdings include: (i) shares of our common stock owned separately by the director or owned either jointly or with, or separately by, such person’s immediate family; (ii) shares of our common stock held in trust for the benefit of the director or such person’s immediate family members; (iii) shares of our common stock purchased in the open market; (iv) shares of our common stock obtained through stock option exercises (and not thereafter sold); (v) vested but unexercised in-the-money stock options; and (vi) shares of restricted stock and RSUs, in each case, whether vested or unvested. Directors must hold 50% “net shares” ​(shares of our common stock remaining after any tax liability is settled) received from their equity awards until the guidelines are met.

Fiscal Year 2024 Director Compensation Table

The following table summarizes the compensation paid to or earned by our directors in Fiscal Year 2024, excluding (i) Mr. Sheedy who served as a director until October 29, 2024 and did not receive any compensation for his director service and whose compensation is disclosed in the Summary Compensation Table; and (ii) Mr. Lindberg who was compensated as our Interim President and Chief Executive Officer for a portion of Fiscal Year 2024 and whose compensation as a non-employee director during Fiscal Year 2024 is reported in the Summary Compensation Table. During the period Mr. Lindberg served as Interim President and Chief Executive Officer, he did not receive cash compensation as non-employee director.

​

NAME

​

​

FEES EARNED OR PAID IN CASH ($)

​

​

STOCK AWARDS ($)(1)

​

​

TOTAL ($)

​

​

Kenneth W. Alterman

​

​

​

​

97,870

​

​

​

​

​

150,006

​

​

​

​

​

247,876

​

​

​

John E. (“Jeb”) Bachman

​

​

​

​

100,000

​

​

​

​

​

150,006

​

​

​

​

​

250,006

​

​

​

Mary Kay Haben

​

​

​

​

95,000

​

​

​

​

​

150,006

​

​

​

​

​

245,006

​

​

​

Thomas F. Herman

​

​

​

​

100,000

​

​

​

​

​

150,006

​

​

​

​

​

250,006

​

​

​

Carey F. Jaros

​

​

​

​

85,000

​

​

​

​

​

150,006

​

​

​

​

​

235,006

​

​

​

Gail Moody-Byrd

​

​

​

​

90,000

​

​

​

​

​

150,006

​

​

​

​

​

240,006

​

​

​

Erik D. Ragatz

​

​

​

​

145,000

​

​

​

​

​

150,006

​

​

​

​

​

295,006

​

​

​

Jeffrey R. York

​

​

​

​

90,000

​

​

​

​

​

150,006

​

​

​

​

​

240,006

​

​

​

(1)

Amounts reported in this column represent the grant date fair value of RSUs granted. RSU awards listed in this column may be deferred under the Deferral Plan. These amounts do not reflect actual amounts that may be paid to or realized by the director. The grant date fair value of the RSUs is calculated as the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. See Note 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2024 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 718.

​

The RSU award granted on June 3, 2024 to each of our non-employee directors was for 6,803 shares of our common stock under our 2019 Incentive Plan. Such grant represented the $150,000 annual grant as set forth in our non-employee director compensation policy. As of the end of Fiscal Year 2024, each of our non-employee directors held 6,803 RSUs.

​

Page

​

​

38

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Corporate Governance and Board Matters​

Director Deferral Program

On November 6, 2020, the Compensation Committee approved the Grocery Outlet Holding Corp. Directors Deferral Plan (the “Deferral Plan”). All of our current non-employee directors are eligible to participate in the Deferral Plan. Under the terms of the Deferral Plan, non-employee directors may elect to defer all of their annual cash compensation and/or all of the shares of our common stock issued upon settlement of their annual RSU award, in each case, in the form of deferred stock units (“DSUs”) credited to an account maintained by us. The number of DSUs credited in respect of annual cash compensation is determined by dividing the dollar amount of the deferred cash compensation by the fair market value of a share of our common stock on the date the cash compensation would otherwise have been paid to the director. DSUs are awarded from, and remain subject to the terms of, the 2019 Incentive Plan.

Each DSU represents the right to receive a number of shares of our common stock equal to the number of DSUs initially credited to the director’s account plus the number of DSUs credited as a result of any dividend equivalent rights (to which DSUs initially credited to a director’s account are entitled). Directors may elect that settlement of DSUs be made or commence on (i) the first business day in a year following the year for which the deferral is made, (ii) following termination of service on the Board or (iii) the earlier of (i) or (ii). Directors may elect that DSUs be settled in a single one-time distribution or in a series of up to 5 annual installments. In addition, DSU accounts will be settled upon a Change in Control (as defined in the 2019 Incentive Plan) or upon a director’s death. See “Security Ownership of Certain Beneficial Owners and Management” for information regarding outstanding DSUs held by our directors.

​

Page

​

​

39

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

AUDIT AND RISK COMMITTEE REPORT

Committee Membership

The Audit and Risk Committee of the Board (solely for the purpose of this report, the “Committee”) consists of John E. Bachman (Chair), Thomas F. Herman, Gail Moody-Byrd, and Jeffery R. York. The Board has determined, in accordance with applicable Nasdaq and SEC rules and regulations, that all of the Committee members are independent and able to read and understand financial statements, and Messrs. Bachman, Herman and York are audit committee financial experts.

Charter and Responsibilities

The Committee operates under a written charter adopted by the Board, which is available on our website at https://investors.groceryoutlet.com. The Committee reviews the charter annually and works with the Board to make appropriate amendments that reflect the evolving role of the Committee.

Among other responsibilities set forth in its charter, the Committee assists the Board in overseeing our financial reporting, internal control and audit processes, monitoring our compliance with significant legal and regulatory requirements related to financial reporting and internal controls, overseeing the Company’s framework and approach to enterprise risk management, reviewing the work plan, staffing and performance of the Company’s internal audit function, and evaluating the qualifications, scope of work and planned procedures, performance and independence of our independent registered public accounting firm. The Committee also is responsible for appointing, and establishing the compensation and other terms of retention, of our independent registered public accounting firm.

The Committee relies on the expertise and knowledge of management, the internal auditor, and the independent registered public accounting firm in carrying out its oversight responsibilities. Management has the primary responsibility to establish and maintain an effective system of internal control over financial reporting and disclosure controls and procedures, to prepare and present fair and accurate financial statements and reports filed with or furnished to the SEC, to implement appropriate accounting and financial reporting principles, and to comply with applicable laws and regulations. Our independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing independent audits of our consolidated financial statements and the effectiveness of internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and to issue reports thereon. The Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm.

Fiscal Year 2024 Financial Statements

In the performance of its oversight function, the Committee reviewed and discussed our audited consolidated financial statements included in our 2024 Annual Report and the reporting process with the Company’s management and Deloitte, as well as Deloitte’s audit report. The Committee also reviewed and discussed Deloitte’s overall audit scope and work plan throughout the course of the audit for Fiscal Year 2024. Further, the Committee discussed with Deloitte, with and without management present, the effectiveness of our internal control over financial reporting, and reviewed and discussed Deloitte’s internal control report. In addition, the Committee discussed with Deloitte the required communications by the applicable requirements of the PCAOB and the SEC. These communications included Deloitte’s perspective on the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments made by management, including related disclosures regarding significant accounting policies included in our 2024 Annual Report, and the critical audit matter addressed in Deloitte’s audit report.

The Committee also met with senior management to discuss the processes they undertook to evaluate the accuracy and fair presentation of the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures. In particular in Fiscal Year 2024, the Committee regularly reviewed progress with management, internal audit and Deloitte towards the remediation of the material weakness in internal control over financial reporting (initially identified in Fiscal Year 2023) regarding information technology controls in connection with the Company’s efforts to replace components of its enterprise resource planning system. The Committee also reviewed the related risks and mitigants that management evaluated regarding the material weakness to ensure that there were no material misstatements or omissions in the financial statements included in the 2024 Annual Report, that Deloitte would be able to

​

Page

​

​

40

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Audit and Risk Committee Report​

continue to provide an unqualified opinion on such financial statements, and that the Company would satisfy its financial reporting obligations and the Company’s obligations under its debt instruments. Certain of the foregoing matters are discussed in executive session solely with Deloitte, representatives of management or the Committee alone. Based on the review and discussions with management and Deloitte described above, the Committee recommended to the Board that the audited consolidated financial statements be included in our 2024 Annual Report.

Other Reporting Matters

During Fiscal Year 2024, the Committee reviewed and discussed with management and Deloitte the unaudited quarterly financial statements included in our Quarterly Reports on Form 10-Q filed with the SEC and the required communications for an interim review by the applicable requirements of the PCAOB and SEC, our earnings press releases, our earnings guidance, and the use and presentation of non-GAAP financial information. Further, during Fiscal Year 2024, the Committee considered our critical accounting policies and significant judgements and estimates, and changes in the Company’s accounting practices, principles, controls and methodologies applicable to its financial statements. The Committee also reviewed with management the Company’s enterprise risk management framework, the significant risks and exposures identified by management, and strategies to mitigate identified risks, including relating to the Company’s financial risk exposures and cybersecurity, data privacy and data security controls. The Committee further oversaw, and evaluated the overall effectiveness of, the Company’s legal, regulatory and corporate compliance programs related to financial reporting, internal controls and ethics (including oversight of reports made to our confidential hotlines). In 2024, the Committee reviewed with management and Deloitte various accounting and financial reports regarding the acquisition and integration of United Grocery Outlet as well as related matters included in our financial statements filed with the SEC and other investor communications.

Independence and Pre-Approval Policy

The Committee recognizes the importance of maintaining the independence of the independent registered public accounting firm, both in fact and appearance, and takes a number of measures to ensure independence. The Committee received and reviewed the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Committee concerning independence. As part of its ongoing independence evaluation of Deloitte, the Committee also evaluated the amount of non-audit service requests and approved services that we obtain from Deloitte and whether it was compatible with its independence, as well as the PCAOB’s oversight of Deloitte through the establishment of audit, quality, ethics, and independence standards and conducting audit inspections. Based on the foregoing considerations and other matters, the Committee concurred with Deloitte’s conclusion that it was independent under applicable standards.

The Committee’s policy is to pre-approve all audit and permissible non-audit services provided by Deloitte. For each proposed service, Deloitte provides the Committee with a description of the service and sufficient information to confirm Deloitte’s determination that the provision of such service will not impair independence. In some cases, the Committee provides pre-approval for as long as a year related to a particular category of service, or a particular defined scope of work subject to a specific budget. The Committee reviewed and pre-approved all audit and non-audit services performed by Deloitte during Fiscal Year 2024 in accordance with established procedures.

Independent Registered Public Accounting Firm Tenure and Rotation

As part of its appointment process, the Committee considers whether to rotate the independent registered public accounting firm. Deloitte has been our independent registered public accounting firm since 2007, and the Committee recently approved the appointment of Deloitte as our independent registered public accounting firm for Fiscal Year 2025. In addition, the Committee oversees the process for evaluation and selection of the lead audit engagement partner every five years.

In determining that the re-appointment of Deloitte was in the best interests of the Company and its stockholders, the Committee considered the following, among other matters:

•

The significant benefits from Deloitte’s extensive historical experience, including higher quality audit work and accounting advice due to Deloitte’s institutional knowledge of and familiarity with our business and operations, accounting policies and financial systems, and internal control framework;

​

​

Page

​

​

41

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Audit and Risk Committee Report​

•

Operational efficiencies and a resulting fee structure that is appropriate and reasonable relative to scope of services because of Deloitte’s history and familiarity with our business;

​

•

The positive assessment by management and the Committee regarding Deloitte’s performance of services during Fiscal Year 2024, including working with multiple principal financial officers through the audit (and finalizing matters with our newly appointed Chief Financial Officer);

​

•

Deloitte’s qualifications, capabilities and expertise, evident through its audit planning and reports, industry knowledge, resources (including its subject matter experts and investment in auditing technologies), evaluation of emerging issues, alternative treatments, and complex accounting matters in accordance with GAAP (including utilization of its national office, as appropriate), and staffing (including annual assessment of the adequacy of personnel on our account, objectivity and professional skepticism);

​

•

Deloitte’s rigorous process for monitoring and maintaining independence, and its transparent disclosure regarding related considerations; and

​

•

The quality and frequency of Deloitte’s communications to and interactions with the Committee, including the Chair, at meetings and between meetings.

​

​	​	​	​	Audit and Risk Committee​	​
​	​	​	​	John E. Bachman, Chair Thomas F. Herman Gail Moody-Byrd Jeffrey R. York	​

The foregoing report of the Audit and Risk Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent the Company specifically incorporates such report by reference therein.

​

Page

​

​

42

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

OTHER AUDIT AND RISK COMMITTEE MATTERS

Fee Information

The following table sets forth fees in connection with services rendered by Deloitte & Touche LLP, the Company’s independent registered public accounting firm, for Fiscal Year 2024 and Fiscal Year 2023.

​

​

​

​

FISCAL YEAR 2024 ($)

​

​

FISCAL YEAR 2023 ($)

​

​

Audit Fees

​

​

​

​

3,538,610

​

​

​

​

​

3,511,895

​

​

​

Audit-Related Fees

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Tax Fees

​

​

​

​

388,364

​

​

​

​

​

390,568

​

​

​

All Other Fees

​

​

​

​

1,895

​

​

​

​

​

1,895

​

​

​

Total Fees

​

​

​

​

3,928,869

​

​

​

​

​

3,904,358

​

​

Audit Fees

Audit fees include fees for professional services rendered in connection with the annual audit of the Company’s financial statements and the review of the Company’s interim financial statements included in quarterly reports, as well as fees for services that generally only the independent registered public accounting firm can be reasonably expected to provide, including comfort letters, consents, and review of registration statements filed with the SEC. Fiscal Year 2023 audit fees also include audit services provided in connection with the implementation of upgraded components of our enterprise resource planning system. Fiscal Year 2024 audit fees also include audit services provided in connection with the application of purchase accounting related to the acquisition of United Grocery Outlet.

Tax Fees

Tax fees include fees for professional services rendered for tax compliance and tax consultation. Fiscal year 2023 tax fees also include tax planning services as well as consultation services related to tax rules which became effective in 2023. Fiscal Year 2024 tax fees also include tax planning and analysis services.

All Other Fees

All other fees include fees for a technical accounting research tool subscription service.

AUDIT AND RISK COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Under our Audit and Risk Committee’s charter, the Audit and Risk Committee must pre-approve all audit and other permissible non-audit services proposed to be performed by the Company’s independent registered public accounting firm. In pre-approving such services, the Committee considers whether the provision of services is consistent with maintaining the independence of the independent registered public accounting firm, including under applicable law. The Committee may delegate authority to one or more independent members to grant pre-approvals of audit and permitted non-audit services, provided that any such pre-approvals will be presented to the full Committee at its next scheduled meeting.

All of the services provided by Deloitte & Touche LLP described above were approved by our Audit and Risk Committee. The Audit and Risk Committee approved a pre-approval policy for services provided by the independent registered public accounting firm. Under the policy, our Audit and Risk Committee has pre-approved the provision by the independent registered public accounting firm of certain services that fall within specified categories. Any services exceeding pre-approved cost levels or budgeted amounts, or any services that fall outside of the general pre-approved categories, require specific pre-approval by the Audit and Risk Committee.

​

Page

​

​

43

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of April 8, 2025:

​	NAME	​	​	AGE	​	​	POSITION	​
​	Jason Potter	​	​	54	​	​	President and Chief Executive Officer	​
​	Christopher M. Miller	​	​	64	​	​	EVP, Chief Financial Officer	​
​	Andrea R. Bortner	​	​	63	​	​	EVP, Chief Human Resources Officer	​
​	Pamela B. Burke	​	​	57	​	​	EVP, Chief Stores Officer	​
​	Ramesh Chikkala	​	​	60	​	​	EVP, Chief Operations Officer	​
​	Luke D. Thompson	​	​	53	​	​	EVP, General Counsel and Secretary	​
​	Steven K. Wilson	​	​	61	​	​	EVP, Chief Purchasing Officer	​

Set forth below is a brief description of the business experience of our executive officers. See “Corporate Governance and Board Matters—Board of Directors—Director Backgrounds and Qualifications” for biographical and other information for Mr. Potter. Our executive officers are appointed by our Board and serve until their successors have been duly appointed and qualified or their earlier resignation, retirement or other termination of service.

​	CHRISTOPHER M. MILLER				​
​	EVP, Chief Financial Officer Since January 2025	​	​	Mr. Miller previously served as Chief Financial Officer at Shamrock Foods Company, the largest family-held food service distributor in the western United States, since January 2023. From January 2007 to June 2022, he held several roles of increasing responsibility at Core-Mark Holding Co., a leading marketer of fresh food and broad-line supply solutions to the convenience retail industry in North America, including most recently as Core-Mark’s Chief Financial Officer from January 2016 to June 2022. Prior to Core-Mark, he held various financial and accounting roles since 1983, including at Cost Plus World Market, formerly known as Cost Plus Inc. (2002 to 2006), Echo Outsourcing (2000 to 2002) and Levi Strauss & Co. (1996 to 2000).	​

​	ANDREA R. BORTNER				​
​	EVP, Chief Human Resources Officer Since March 2020	​	​	Ms. Bortner previously served as EVP, Chief Human Resources Officer at Maxar Technologies, Inc., a space technology company, from August 2016 to October 2019 and as EVP, Chief Human Resources Officer at Catalina, an advertising and marketing company, from August 2012 to June 2016.	​

​

Page

​

​

44

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

​	PAMELA B. BURKE				​
​	EVP, Chief Stores Officer Since January 2022	​	​	Ms. Burke previously served as our Interim General Counsel and Secretary from January 2022 to June 2022, our EVP, Chief Administrative Officer, General Counsel and Secretary from January 2019 to December 2021, and our General Counsel and Secretary from June 2015 to December 2018. Before joining us, Ms. Burke served in various management positions at CRC Health Group, Inc., a provider of specialized behavioral health services, most recently as Senior Vice President of Legal, HR and Risk from April 2010 to February 2015. Prior to CRC Health Group, Ms. Burke was a partner of DLA Piper.	​

​	RAMESH CHIKKALA				​
​	EVP, Chief Operations Officer Since January 2024	​	​	Mr. Chikkala previously served as a senior advisor to the operations, supply chain, and technology practices at A.T. Kearney, Inc., a global management consulting firm, from August 2019 to January 2024. From July 2006 to July 2019, Mr. Chikkala held several roles of increasing responsibility at Walmart Inc., a global omnichannel retailer, including as SVP, Global Supply Chain (Omnichannel) and Food Manufacturing (April 2013 to July 2019), SVP, Information Technology (January 2009 to March 2013), and VP, Information Technology (July 2006 to December 2008). In addition, he also held senior operations and supply chain roles at retailers including Family Dollar Stores, Inc. (2001 to 2006), Gap, Inc. (1997 to 2001) and Food Lion, LLC (1995 to 1996).	​

​	LUKE D. THOMPSON				​
​	EVP, General Counsel and Secretary Since February 2024	​	​	Mr. Thompson previously served as our SVP, General Counsel and Secretary from July 2022 to February 2024. Before joining us, he served in roles at Big 5 Sporting Goods Corporation, a sporting goods retailer, from 2002 to 2022, most recently as EVP, General Counsel and Secretary.	​

​

Page

​

​

45

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

​	STEVEN K. WILSON				​
​	EVP, Chief Purchasing Officer Since January 2023	​	​	Mr. Wilson previously served as our SVP, Chief Purchasing Officer from September 2020 to December 2022, as our SVP of Purchasing from February 2018 to August 2020 and as our VP of Purchasing from July 2006 to January 2018. Prior to being appointed VP of Purchasing, Mr. Wilson served in various positions of increasing responsibility with us since 1994.	​

​

Page

​

​

46

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

COMPENSATION DISCUSSION AND ANALYSIS

Table of Contents

​	EXECUTIVE SUMMARY	​	​	​	​	48	​	​
​	KEY ELEMENTS OF FISCAL YEAR 2024 NEO COMPENSATION PROGRAM	​	​	​	​	53	​	​
​	FISCAL YEAR 2024 COMPENSATION—LINDBERG AND BRACHER	​	​	​	​	58	​	​
​	COMPENSATION LEVELS AND BENCHMARKING	​	​	​	​	59	​	​
​	PROCESS AND ROLES FOR DETERMINING COMPENSATION	​	​	​	​	60	​	​
​	THE ROLE OF STOCKHOLDER SAY-ON-PAY VOTES	​	​	​	​	62	​	​
​	EMPLOYMENT AND SEVERANCE ARRANGEMENTS WITH NEOS	​	​	​	​	62	​	​
​	OTHER COMPENSATION	​	​	​	​	62	​	​
​	OTHER EQUITY-RELATED POLICIES	​	​	​	​	63	​	​
​	INITIAL FISCAL YEAR 2025 NEO COMPENSATION PROGRAM DETERMINATIONS	​	​	​	​	65	​	​
​	TAX AND ACCOUNTING IMPLICATIONS	​	​	​	​	66	​	​

This Compensation Discussion and Analysis provides an overview of the philosophy, objectives, process and components of our compensation program for the following named executive officers (collectively, our “Named Executive Officers” or “NEOs”) in Fiscal Year 2024.

​	NAME	​	​	TITLES IN FISCAL YEAR 2024	​	​	EMPLOYMENT TENURE	​
​	Current Executive Officer (As of Record Date)							​
​	Ramesh Chikkala(1)	​	​	EVP, Chief Operations Officer (Since January 2024)	​	​	1 year	​
​	Steve K. Wilson	​	​	EVP, Chief Purchasing Officer (Since January 2023)	​	​	30 years	​
​	Pamela B. Burke	​	​	EVP, Chief Stores Officer (Since January 2022)	​	​	10 years	​
​	Former Executive Officer and Current Senior Management (As of Record Date)							​
​	Lindsay E. Gray(2)	​	​	Interim Chief Financial Officer (March 2024-January 2025) SVP, Accounting (Principal Accounting Officer) (Since January 2023)	​	​	8 years	​
​	Former Executive Officer (As of Record Date)							​
​	Eric J. Lindberg, Jr.(3)	​	​	Interim President and Chief Executive Officer (October 2024-February 2025)	​	​	26 years (Co-CEO, 2006-2018; CEO, 2019-2022)	​
​	Robert J. Sheedy, Jr.(3)	​	​	President and Chief Executive Officer (January 2023-October 2024)	​	​	12 years (President, 2019-2022)	​
​	Charles C. Bracher(2)	​	​	EVP, Chief Financial Officer (April 2012-March 2024)	​	​	12 years	​

​

(1)

Commenced employment on January 22, 2024.

​

(2)

Effective March 1, 2024, (i) Mr. Bracher departed as an employee, and (ii) Ms. Gray was appointed to her interim role. Effective January 6, 2025, (i) Christopher M. Miller was appointed as EVP, Chief Financial Officer and (ii) Ms. Gray ceased serving in her interim role. As permitted by SEC regulations, Ms. Gray’s compensation information for Fiscal Year 2023 is excluded herein because she was not an NEO in either Fiscal Year 2022 or 2023.

​

​

Page

​

​

47

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

(3)

Effective October 29, 2024, (i) Mr. Sheedy departed as an employee and Board member, and (ii) Mr. Lindberg was appointed to his interim roles, while also continuing to serve as Chairman of the Board. Effective February 3, 2025, (i) Jason Potter was appointed as President and Chief Executive Officer and a Board member, and (ii) Mr. Lindberg ended his employment with the Company, while continuing to serve as the Chairman of the Board.

​

Mr. Bracher submitted his resignation in December 2023, effective March 1, 2024. Thereafter, he remained a consultant to the Company through December 15, 2024 in order to assist in the orderly transition of duties and responsibilities. In October 2024, we entered into an employment agreement with Mr. Lindberg in connection with his interim appointment. The respective compensation arrangements in Fiscal Year 2024 for Mr. Bracher and Mr. Lindberg reflect unique circumstances and do not reflect our executive compensation program for NEOs generally. Therefore, we discuss such compensation arrangements below in “—Fiscal Year 2024 Compensation—Lindberg and Bracher,” but otherwise do not account for such matters in the discussion of our executive compensation program and the Fiscal Year 2024 NEO compensation determinations in this Compensation Discussion and Analysis.

See “Employment and Severance Arrangements with NEOs—Mr. Sheedy” for information regarding severance benefits in connection with his departure.

Executive Summary

The independent members of the Board administer compensation for our President and Chief Executive Officer, and the Compensation Committee administers our compensation program for the other Named Executive Officers. We refer globally to the Compensation Committee herein for simplicity, but with respect to the President and Chief Executive Officer, such reference refers to the independent members of the Board who set compensation for that role. The compensation program for our NEOs generally is consistent with the compensation program for our other executive officers, and the Compensation Committee evaluates compensation programs for executive officers, including NEOs, as a group.

FISCAL YEAR 2024 COMPANY PERFORMANCE

Financial highlights from Fiscal Year 2024 include:

•

Net sales increased by 10.1% to $4.37 billion.

​

•

Comparable store sales increased by 2.7%.

​

•

Gross margin was 30.2% compared to 31.3% in Fiscal Year 2023.

​

•

Net income was $39.5 million, or $0.40 per diluted share, compared to $79.4 million, or $0.79 per diluted share for Fiscal Year 2023. Adjusted net income(1) was $76.3 million, or $0.77 per adjusted diluted share(1), compared to $108.1 million, or $1.07 per adjusted diluted share(1) for Fiscal Year 2023.

​

•

Adjusted EBITDA(1) decreased by 6.3% to $236.8 million, or 5.4% of net sales.

​

In light of Fiscal Year 2024 performance, the Compensation Committee decided not to increase base salaries for NEOs for Fiscal Year 2025.

KEY ELEMENTS OF FISCAL YEAR 2024 NEO COMPENSATION

The key elements of our NEO compensation program in Fiscal Year 2024 were substantially consistent with Fiscal Year 2023 and consisted of:

•

Base salary;

​

•

The Annual Incentive Plan, referred to as our “AIP”, an annual performance-based cash bonus that is subject to our achievement of two independent performance metrics, adjusted EBITDA and comparable store sales, over a one-year performance period; and

​

•

Long-term equity incentives, consisting of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with the PSUs subject to our achievement of two independent performance metrics, net sales and adjusted EPS, over a three-year performance period.

​

1

See the Table of Contents for information regarding our non-GAAP financial measures.

​

​

Page

​

​

48

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

A summary of the target total direct compensation and separation benefits, if applicable, of each NEO for Fiscal Year 2024 and the related key factors are set forth below:

​	Current Executive Officer (As of Record Date)				​
​	Ramesh Chikkala	​	​	• Hired on January 22, 2024, with negotiated compensation package for Fiscal Year 2024 ​ • Base salary: $500,000 ​ • Target bonus: $300,000 (60% of base salary) ​ • Target equity (grant value): $1,000,000 (200% of base salary) ​ • New hire equity (RSUs): $250,000 ​	​
​	Steve K. Wilson	​	​	• Continuing executive officer ​ • Base salary: $463,500 (3% increase) ​ • Target bonus: $278,100 (60% of base salary—no change) ​ • Target equity (grant value): $1,158,750 (250% of base salary—no change) ​	​
​	Pamela B. Burke	​	​	• Continuing executive officer ​ • Base salary: $507,780 (5% increase) ​ • Target bonus: $304,668 (60% of base salary—no change) ​ • Target equity (grant value): $1,015,560 (200% of base salary—no change) ​	​
​	Former Executive Officer and Current Senior Management (As of Record Date)				​
​	Lindsay E. Gray	​	​	• Continuing senior management; served as Interim CFO (March 1, 2024-January 6, 2025) ​ • Base salary: $344,500 ​ • Target bonus: $172,250 (50% of base salary) ​ • Additional cash compensation (Interim CFO): $30,000 per month ​ • Target equity (grant value): $516,750 (150% of base salary) ​	​
​	Former Executive Officer (As of Record Date)				​
​	Eric J. Lindberg	​	​	• Board director—cash compensation (January 1-October 28, 2024) and annual equity grant ​ • Served as Interim President and CEO (October 29, 2024-February 3, 2025), with negotiated compensation package for interim service period ​ • Base salary: $79,167 per month ​ • Cash bonus at end of service period: Approximately $97,590 per 30-day month ​ • Interim service equity (RSUs) vesting at end of service period: Approximately $337,350 per 30-day month ​ • Continued to vest in equity granted prior to 2023 (in his role as our then Chief Executive Officer) due to director service. Also continued to vest in equity granted as a Board director ​	​
​	Robert J. Sheedy, Jr.	​	​	• Former executive officer; served as President and CEO until October 29, 2024 ​ • Base salary: $952,750 (3% increase)—received pro rata for service period ​ • Target bonus: $1,190,938 (125% of base salary—no change)—was addressed through severance benefits ​ • Target equity (grant value): $4,153,990 (436% of base salary)—granted; earned and vested equity addressed through severance benefits ​ • Severance benefits—As set forth in his employment agreement, effective January 1, 2023, as well as equity plan and related award agreements ​	​
​	Charles C. Bracher	​	​	• Former executive officer; served as CFO until March 1, 2024 ​ • Served as consultant from March 1, 2024-December 15, 2024 ​ • Base salary: $594,533 (no change)—received pro rata for service period ​ • Additional cash compensation (consultant): $11,000 per month (March-August 2024; thereafter, $500/hour) ​ • Incentive programs: Did not participate in AIP or equity award program ​ • Separation benefits—Did not receive severance benefits, but continued to vest in equity during consulting period ​	​

​

Page

​

​

49

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

FISCAL YEAR 2024 NEO COMPENSATION DETERMINATIONS

​	BASE SALARY	​	​	AIP	​	​	EQUITY	​
​	✓ Reasonable merit base salary increases ​	​	​	✓ No change to target bonus opportunity as a percentage of base salary ​ ✓ No change to performance metrics or weighting ​ ✓ Slope of payout scale revised to reduce annual payout volatility ​ ✓ Fiscal Year 2024 AIP bonuses were earned at 18.3% of target bonus ​	​	​	✓ No change to target equity opportunity as a percentage of base salary, as well as mix of RSUs and PSUs ​ ✓ Continued use of two PSU performance metrics, each with 50% weighting of grant value of target PSUs ​ ✓ Adjusted EBITDA metric changed to adjusted EPS metric ​ ✓ Slope of PSU payout scale revised to reduce payout volatility ​	​

The Compensation Committee revised the PSU performance metrics to:

•

Eliminate overlap with the AIP by removing adjusted EBITDA and replacing with adjusted EPS

​

•

More fully address our key long-term strategies of capital efficiency and capital deployment, since adjusted EPS (i) includes the impact of depreciation and amortization related to capital investments, which addresses capital efficiency, (ii) includes income tax expense at a normalized effective tax rate, which addresses long-term tax efficiency, and (iii) includes interest expense and diluted shares outstanding, which addresses financing and capital utilization strategies.

​

For Fiscal Year 2025, the Compensation Committee determined to replace RSUs with stock options. See “—Initial Fiscal Year 2025 NEO Compensation Program Determinations” below for additional information on the rationale for such change, as well as other initial determinations for the NEO compensation program in Fiscal Year 2025.

COMPENSATION MIX FOR NEOS

In Fiscal Year 2024, in line with our compensation philosophy that a significant portion of our executive pay be tied to company performance (or “at risk”), with value ultimately tied to either the achievement of objective corporate goals, stock price performance, or both. In addition, the pay mix also is intended to provide a balance of short-term and long-term performance goals based on Company performance, as well as provide retention and motivation incentives by using time-based and performance-based equity.

The charts below illustrate the target mix of pay for Fiscal Year 2024 (excluding severance, new hire equity awards, benefits, and perquisites) for Mr. Sheedy and our NEOs that are currently executive officers (Mr. Chikkala, Mr. Wilson and Ms. Burke). The Compensation Committee believes this pay mix appropriately aligns the interests of executives and our stockholders.

​

Page

​

​

50

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

EXECUTIVE COMPENSATION PHILOSOPHY

Our compensation philosophy is the foundation for designing our executive compensation program, as well as evaluating and improving the effectiveness of the program. Our compensation is annually reviewed by the Compensation Committee, including benchmarking against peer companies. Further, the Compensation Committee regularly evaluates our compensation programs and policies to evaluate if they are sufficiently aligned with such philosophy. The following are the core elements of our executive compensation philosophy, which applies to our NEOs:

​	GOAL-ORIENTED	​	​	Our executive compensation program rewards the achievement of specific short-term (annual) and long-term financial goals, which are aligned with our operational and strategic objectives.	​
​	MARKET COMPETITIVE	​	​	Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract, motivate and retain the high caliber talent we require to lead, manage and successfully grow our Company.	​
​	PERFORMANCE-BASED	​	​	The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term financial goals that are key performance indicators and easily understood by investors and executives, as well as reasonably determined and measured.	​
​	INVESTOR-ALIGNED	​	​	Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework. Equity awards with long-term performance goals and vesting foster a shared culture of ownership. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals.	​
​	FAIR	​	​	Pay decisions should consider relativity among employees and ensure that individual performance, skills, experience and tenure are considered alongside the role’s scope of responsibility.	​

By incorporating these philosophies, we believe our executive compensation program is both responsive to our investors’ objectives and effective in attracting, motivating and retaining the level of talent necessary to lead, grow and manage our business successfully.

​

Page

​

​

51

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

KEY PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM

When aligning our executive compensation program with our compensation philosophy, the Compensation Committee and the Company adhere to the following pay principles, policies and processes:

​	WHAT WE DO	​	​	WHAT WE DON’T DO	​
​	✓ Our fully independent Compensation Committee retains and actively engages with an independent compensation consultant ​ ✓ Annually determine our peer group and review peer group and survey benchmarking data ​ ✓ Align short- and long-term incentive programs to business strategy and stockholder interests ​ ✓ Maintain a performance-based cash incentive plan and a PSU equity award program, each based on objective financial goals aligned with business strategy and with payouts limited by thresholds/​minimum and maximum/cap (200% of target) ​ ✓ “At risk” compensation and long-term equity awards each represents a majority of target total direct compensation ​ ✓ Conduct an annual risk assessment of the Company’s compensation programs, policies and practices, and have confirmed they are not reasonably likely to have a material adverse effect ​ ✓ Maintain clawback policies, including a Dodd-Frank/Nasdaq-compliant policy ​ ✓ Maintain stock ownership guidelines to support the alignment of executive officer and Board interests with our stockholders ​ ✓ Provide an annual stockholder Say-on-Pay advisory vote ​ ✓ Engage periodically with our stockholders regarding, among other things, our ESG strategy and executive compensation program ​	​	​	No single trigger vesting of equity-based awards upon change in control ​	​
			​	No tax gross ups on severance or change-in-control benefits ​	​
			​	No hedging or pledging of our stock ​	​
			​	No significant executive perquisites or supplemental benefits ​	​
			​	No guaranteed bonuses, except new hire inducements, interim roles and severance ​	​
			​	Our equity plan does not allow repricing or exchange of underwater options without stockholder approval ​	​
			​	No dividend equivalents to executive officers paid on unvested RSU or PSU awards ​	​

​

Page

​

​

52

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

Key Elements of Fiscal Year 2024 NEO Compensation Program

The following is a summary of the primary elements and objectives of our Fiscal Year 2024 NEO compensation program:

​

COMPONENT

​

​

DESCRIPTION

​

​

OBJECTIVES AND LINK TO STOCKHOLDER VALUE

​

​

Short-Term

​

​

​

Base Salary

​

​

Annual fixed cash compensation

​

​

Securing and retaining executives by providing stability and reflecting the market for executive talent, as well as reflecting general merit on an annual basis

​

​

Annual Incentive Plan (Bonus)

​

​

Annual cash compensation based on annual financial goals • Bonus target as percentage of base salary ​ One-year Company performance goals: • Adjusted EBITDA (70% weighting) ​ • Comparable store sales growth (30% weighting) ​ Fiscal Year 2024 payout range for each metric: 0% to 200%

​

​

Pay-for-performance focus/”at risk” compensation, linking our annual financial goals and short-term performance

​

​

Long-Term

​

​

​

PSUs

​

​

Performance-based award that vests in a single installment following the performance period on the Compensation Committee determination date and is based on two measures: • 3-year cumulative net sales (50% weighting of grant value of target PSUs) ​ • 3-year cumulative adjusted EPS growth (50% weighting of grant value of target PSUs) ​ Fiscal Year 2024 payout range for each metric: 0% to 200%

​

​

Pay-for-performance focus/”at risk” compensation, incentivizing strategic long-term decision-making within our risk framework

​

​

RSUs

​

​

Time-based award, with three equal annual instalments vesting over a three-year vesting period from the vesting commencement date

​

​

Foster a culture of ownership, aligning long-term interests of our executive officers and stockholders, within our risk framework

​

In addition to these key compensation elements, our Named Executive Officers are provided certain other compensation as set forth in “—Other Compensation” below.

Set forth below is detailed information regarding our Fiscal Year 2024 NEO compensation program, including establishing target pay, setting performance metrics and goals, and determining earned pay.

​

Page

​

​

53

​

​

Grocery Outlet 2025 Proxy Statement

​

​

​

Compensation Discussion and Analysis

BASE SALARY

We pay base salaries to compensate our Named Executive Officers for services rendered each year. Base salary is a regular, cash payment, the amount of which is based on position, experience and performance after considering the following primary factors: internal review of the executive’s compensation and the Compensation Committee’s assessment of the executive’s individual prior performance, as well as benchmarking data. Salary levels are typically considered annually as part of our performance review process but may be adjusted in connection with a promotion or other change in job responsibility. Merit-based increases to salaries of our Named Executive Officers are determined and approved generally in the first quarter each fiscal year by the Compensation Committee after an assessment of the performance of each executive for the completed fiscal year and effective as of the beginning of the new fiscal year.

The following table summarizes the increase in annual base salaries for our Named Executive Officers for Fiscal Year 2024.

​

NEO

​

​

FY 2023 BASE SALARY ($)

​

​

FY 2024 BASE SALARY ($)

​

​

YOY CHANGE (%)

​

​

Robert J. Sheedy, Jr.

​

​

​

​

925,000

​

​

​

​

​

952,750

​

​

​

​

​

3.0

​

​

​

Lindsay E. Gray

​

​

​

​

n/a

​

​

​

​

​

344,500

​

​

​

​

​

n/a

​

​

​

Ramesh Chikkala

​

​

​

​

n/a

​

​

​

​

​

500,000

​

​

​

​

​

n/a

​

​

​

Steven K. Wilson

​

​

​

​

450,000

​

​

​

​

​

463,500

​

​

​

​

​

3.0

​

​

​

Pamela B. Burke

​

​

​

​

483,600

​

​

​

​

​

507,780

​

​

​

​

​

5.0

​

​

FISCAL YEAR 2024 ANNUAL INCENTIVE PLAN (BONUS)

Our Named Executive Officers, other senior members of our management team, as well as certain other employees of the Company, are eligible to receive an annual cash bonus pursuant to our AIP. Our AIP is designed to create a performance-based link between executive compensation and our annual financial goals and short-term performance. Actual annual cash incentive awards are calculated by multiplying each NEO’s target bonus opportunity (which is a percentage of base salary) by an overall achievement factor based on the combined weighted achievement of the applicable pre-determined quantitative performance goals.

When establishing the performance goals for the AIP, the Compensation Committee approves target payout for performance that it believes is reasonable and challenging to achieve. The Compensation Committee also establishes stretch goals for payouts higher than target to incentivize and reward participants for exceptional performance in the prevailing business environment. As reflected in the Summary Compensation Table of this Proxy Statement, AIP payments have varied significantly over the last three years for our Named Executive Officers and are highly correlated with the Company annual financial performance.

Bonus amounts (if any) for NEOs are payable in a lump sum cash amount in the first quarter of the subsequent fiscal year. Payments with respect to any bonus amount under the AIP are generally subject to a participant’s continued employment through the payment date. At the discretion of the Compensation Committee, bonuses can also be paid in shares of our common stock, although the Compensation Committee has not utilized that feature previously and has no current plans to do so.

Fiscal Year 2024 Target Bonus Opportunity

For each fiscal year, the NEOs’ annual target incentive bonuses are determined as a percentage of their base salaries and typically determined with the same timing and based on the same factors that the Compensation Committee considers in setting base salary. The following table summarizes the annual cash incentive opportunity for each of our Named Executive Officers for Fiscal Year 2024, which remained unchanged from Fiscal Year 2023 for Mr. Sheedy, Mr. Wilson and Ms. Burke.