ROSEMONT, Ill. — US Foods Holding Corp. on Tuesday announced a transition of its chief executive officer.
The foodservice distributor also announced changes to its board of directors in connection with a cooperation agreement with Sachem Head Capital Management LP.
The board announced that CEO Pietro Satriano is leaving the company and will not stand for re-election as director at the upcoming 2022 annual meeting of shareholders. Robert Dutkowsky has been appointed executive chair and Andrew Iacobucci has been appointed interim CEO. Dutkowsky currently serves as non-executive chairman of the board and Iacobucci currently serves as chief commercial officer. To identify a permanent CEO, the board has formed a five-member search committee.
“After careful consideration, the board determined that it is time for a change in leadership at US Foods," Dutkowsky said. "On behalf of the entire board, I want to thank Pietro for his dedication and leadership to US Foods over the last 11 years and for guiding the company through the pandemic. As we navigate this transition, US Foods remains well positioned to capitalize on the opportunities ahead to generate significant value for our shareholders.”
“It has been an honor to have led such a remarkable team committed to making US Foods one of America’s great food companies, and I am proud of all that we have achieved together," Satriano said. "I wish Bob, Andrew and the entire team continued success.”
Pursuant to the cooperation agreement with Sachem Head, the board’s nominating and corporate governance committee has appointed James Barber, Jr., Scott Ferguson and David Toy as new independent directors effective May 18. Ferguson and Toy will join the CEO search committee.
Following the 2022 annual meeting of shareholders on May 18, the US Foods Board will be comprised of 13 directors, all of whom will be independent. This includes the additions of Barber, Ferguson and Toy, and the departure of John Lederer, who has informed the company that he is not standing for re-election.
Sachem Head has also agreed to customary standstill, voting and other provisions. The full cooperation agreement between US Foods and Sachem Head will be filed on a Form 8-K with the Securities and Exchange Commission
The company reaffirms its fiscal year 2022 guidance.