The Executive Committee’s primary responsibility is to act on behalf of the Board of Directors between meetings of the Board. During 2019,2022, the Executive Committee held seven meetings. Prior to the 2019 Annual Meeting, the Executive Committee held three meetings and consisted of Hoyt R. Barnett, William E. Crenshaw, Charles H. Jenkins, Jr., Howard M. Jenkins, Chairman, Randall T. Jones, Sr. and David P. Phillips. Subsequent to the 2019 Annual Meeting, the Executive Committee held four meetings and consisted of William E. Crenshaw, Chairman, Howard M. Jenkins, Randall T. Jones, Sr. and David P. Phillips. All committee members attended all meetings of the Executive Committee.
The Corporate Governance Committee has responsibility for reviewing and reporting to the Board of Directors on matters of corporate governance such as practices, policies and procedures affecting directors and the Board’s operations and effectiveness. The Corporate Governance Committee is also responsible for recommending the amount and form of compensation for non-employee directors independent of management. The Corporate Governance Committee operates under a written charter. During 2019,2022, the Corporate Governance Committee held four meetings. Prior to the 2019 Annual Meeting, the Corporate Governance Committee held one meeting and consisted of Hoyt R. Barnett, Jessica L. Blume, G. Thomas Hough and Stephen M. Knopik, Chairman. Subsequent to the 2019 Annual Meeting, the Corporate Governance Committee held three meetings and consisted of G. Thomas Hough, Jennifer A. Jenkins, Stephen M. Knopik, Chairman, and David P. Phillips. A majority of the committee members are independent as defined by the rules of the New York Stock Exchange. All committee members attended all meetings of the Corporate Governance Committee.
The Nominating Committee has responsibility for reviewing and reporting to the Board of Directors on matters of Board nominations. This includes reviewing potential candidates and proposing nominees to the Board of Directors. The Nominating Committee operates under a written charter which is posted on the Company’s website at corporate.publix.com/governance. During 2019, the Nominating Committee held one meeting. Prior to the 2019 Annual Meeting, the Nominating Committee held no meetings and consisted of Hoyt R. Barnett, Chairman, William E. Crenshaw, Charles H. Jenkins, Jr., Howard M. Jenkins and Randall T. Jones, Sr. Subsequent to the 2019 Annual Meeting,2022, the Nominating Committee held one meeting and consisted of William E. Crenshaw, Howard M. Jenkins, Chairman, and Randall T. Jones, Sr. A majority of the committee members are not independent as defined by
the rules of the New York Stock Exchange. In the opinion of the Board of Directors, each committee member has the ability to make objective decisions independent of management. All committee members attended the meeting of the Nominating Committee.
The Nominating Committee does not have a formal policy regarding the consideration of diversity for director candidates. In evaluating candidates for the Board of Directors, the Nominating Committee seeks to maintain a balance of diverse business experience, education, skills and other individual qualities and attributes in order to maximize the effectiveness of the Board of Directors. The Nominating Committee also considers the specific skills necessary for candidates to effectively participate on certain Board committees. The candidates should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the stockholders. In addition, selection criteria may include, but not necessarily be limited to, the following:
Any stockholder or other party interested in communicating with the Board of Directors, either as a group or with an individual member of the Board of Directors, may do so by writing c/o Secretary, Publix Super Markets, Inc., P.O. Box 407, Lakeland, Florida 33802-0407. All communications to the Board of Directors or a specified individual director will be provided to the Board of Directors or the specified individual director at the next Board meeting following receipt of the communication. However, if the Secretary determines the nature of the communication requires the immediate attention of the Board of Directors or the specified individual director, the communication will be provided as soon as reasonably possible.
* Shares represent less than 1% of common stock.
(11)Mr. Murphy has sole voting and investment power over 105,166 shares of common stock which are held directly, sole voting and shared investment power over 120,598 shares of common stock which are held indirectly and no voting and shared investment power over 5,926 shares of common stock which are held indirectly.
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(11) | Mr. Murphy has sole voting and investment power over 7,960 shares of common stock which are held directly, sole voting and shared investment power over 22,946 shares of common stock which are held indirectly and no voting and shared investment power over 1,105 shares of common stock which are held indirectly. |
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(12) | Ms. Douglas has sole voting and shared investment power over 9,581 shares of common stock which are held indirectly, shared voting and investment power over 35,930 shares of common stock which are held directly, shared voting and investment power over 38,748 shares of common stock which are held indirectly and no voting and shared investment power over 1,936 shares of common stock which are held indirectly. |
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(13) | Mr. Bornmann has sole voting and investment power over 1,281 shares of common stock which are held directly, sole voting and investment power over 1,600 shares of common stock which are held indirectly, sole voting and shared investment power over 53,946 shares of common stock which are held indirectly, shared voting and investment power over 79,805 shares of common stock which are held directly, shared voting and investment power over 18,812 shares of common stock which are held indirectly and no voting and shared investment power over 2,089 shares of common stock which are held indirectly. |
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(14) | Ms. Johnson has sole voting and investment power over 71,196 shares of common stock which are held indirectly, sole voting and shared investment power over 61,487 shares of common stock which are held indirectly and shared voting and investment power over 217,712 shares of common stock which are held directly. Ms. Johnson also has sole voting and investment power over 17,125,459 shares of common stock as the trustee of trusts and shared voting and investment power over 25,910,480 shares of common stock as the co-trustee of a trust for which Ms. Johnson does not have a pecuniary interest. To avoid confusion, the total shares presented in the table as beneficially owned by Ms. Johnson exclude 71,976,167 shares of common stock held by the Company’s 401(k) Plan that may be deemed to be beneficially owned by Ms. Johnson in her capacity as Trustee of the Company’s common stock held in the 401(k) Plan. As a Trustee, Ms. Johnson exercises sole voting power over 71,978,256 shares of common stock held by the 401(k) Plan. |
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(15) | Mr. Crenshaw, Mr. Phillips and Ms. Johnson are Trustees on the ESOP Committee. The ESOP is the record owner of 180,306,368 shares of common stock. For ESOP shares allocated to participants’ accounts, the ESOP Committee will vote the shares as instructed by participants. The ESOP Committee will vote the shares at its discretion only if no instructions are received from ESOP participants. |
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(16) | Ms. Johnson is Trustee of the Company’s common stock held in the 401(k) Plan which is the record owner of 71,978,256 shares of common stock. She has sole voting and shared investment power over these shares, except to the extent of her individual holdings in the 401(k) Plan for which she has sole voting and investment power. |
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(17) | As a group, the directors and executive officers have sole voting and investment power over 5,194,370 shares of common stock which are held directly, sole voting and investment power over 3,627,921 shares of common stock which are held indirectly, sole voting and shared investment power over 257,810 shares of common stock which are held indirectly, shared voting and investment power over 154,696 shares of common stock which are held directly, shared voting and investment power over 322,102 shares of common stock which are held indirectly, no voting and shared investment power over 11,041 shares of common stock which are held indirectly and no voting and no investment power over 157,389 shares of common stock which are held indirectly. The total shares beneficially owned by the directors and executive officers as a group includes the shares of common stock held in the directors’ and executive officers’ individual ESOP and 401(k) Plan accounts. |
(12)Ms. Douglas has sole voting and shared investment power over 53,773 shares of common stock which are held indirectly, shared voting and investment power over 344,870 shares of common stock which are held directly, shared voting and investment power over 36,885 shares of common stock which are held indirectly and no voting and shared investment power over 2,196 shares of common stock which are held indirectly.
(13)Mr. Bornmann has sole voting and investment power over 19,819 shares of common stock which are held directly, sole voting and investment power over 8,000 shares of common stock which are held indirectly, sole voting and shared investment power over 275,597 shares of common stock which are held indirectly, shared voting and investment power over 413,475 shares of common stock which are held directly, shared voting and investment power over 94,060 shares of common stock which are held indirectly and no voting and shared investment power over 11,197 shares of common stock which are held indirectly.
(14)Ms. Johnson has sole voting and investment power over 521,990 shares of common stock which are held directly, sole voting and investment power over 22,542 shares of common stock which are held indirectly, sole voting and shared investment power over 313,301 shares of common stock which are held indirectly and shared voting and investment power over 676,985 shares of common stock which are held indirectly. Ms. Johnson also has sole voting and investment power over 50,577,310 shares of common stock as the trustee of trusts and shared voting and investment power over 62,155,831 shares of common stock as the co-trustee of trusts for which Ms. Johnson does not have a pecuniary interest. To avoid confusion, the total shares presented in the table as beneficially owned by Ms. Johnson exclude 314,335,830 shares of common stock held by the Company’s 401(k) Plan that may be deemed to be beneficially owned by Ms. Johnson in her capacity as Trustee of the Company’s common stock held in the 401(k) Plan. As a Trustee, Ms. Johnson exercises sole voting power over 314,347,027 shares of common stock held by the 401(k) Plan.
(15)Mr. Crenshaw, Mr. Phillips and Ms. Johnson are Trustees of the ESOP Committee. The ESOP is the record owner of 766,389,921 shares of common stock. For ESOP shares allocated to participants’ accounts, the ESOP Committee will vote the shares as instructed by participants. The ESOP Committee will vote the shares at its discretion only if no instructions are received from ESOP participants.
(16)Ms. Johnson is Trustee of the Company’s common stock held in the 401(k) Plan which is the record owner of 314,347,027 shares of common stock. She has sole voting and shared investment power over these shares, except to the extent of her individual holdings in the 401(k) Plan for which she has sole voting and investment power.
(17)As a group, the directors and executive officers have sole voting and investment power over 22,395,296 shares of common stock which are held directly, sole voting and investment power over 2,398,183 shares of common stock which are held indirectly, sole voting and shared investment power over 1,438,163 shares of common stock which are held indirectly, shared voting and investment power over 3,906,521 shares of common stock which are held directly, shared voting and investment power over 1,660,773 shares of common stock which are held indirectly, no voting and shared investment power over 102,243 shares of common stock which are held indirectly and no voting and no investment power over 853,415 shares of common stock which are held indirectly. The total shares beneficially owned by the directors and executive officers as a group includes the shares of common stock held in the directors’ and executive officers’ individual ESOP and 401(k) Plan accounts.
DELINQUENT SECTION 16(a) REPORTS
Under Section 16 of the Exchange Act, certain directors, executive officers and certain stockholders of the Company are required to file reports of stock ownership and changes therein with the SEC. The Company believes that its directors, executive officers and stockholders timely complied with theall Section 16 filing requirements.requirements during 2022 except with respect to a failure to file a form for Merriann M. Metz reporting one transaction, which was addressed by the prompt filing of a Form 5 upon discovering the omission.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There were no interlocks of directors or executive officers of the Company serving on the compensation or equivalent committee or board of directors of another entity which has any director or executive officer serving on the Compensation Committee or Board of Directors of the Company. Mark R. Irby, who joined the Compensation Committee subsequent to the 2022 Annual Meeting in April 2022, was an employee and officer of the Company until his retirement in February 2022. Joseph DiBenedetto, Jr. is also a former officer of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has adopted a written Related Party Transactions Policy that delegates to the Corporate Governance Committee the authority to approve or disapprove the entry into Related Party Transactions. The Corporate Governance Committee is responsible for reviewing the material facts of all Related Party Transactions and either approving or disapproving the entry into a Related Party Transaction. In determining whether to approve or disapprove a Related Party Transaction, the Corporate Governance Committee considers, among other factors it deems appropriate, whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances as well as the extent of the Related Party’s interest in the transaction. No director participates in any discussion or approval of a Related Party Transaction for which he or she is a Related Party. The Company defines a Related Party Transaction in its Related Party Transactions Policy as follows:
A “Related Party Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $120,000$120,000 in any calendar year, (2) the Company is a participant, and (3) any Related Party (as defined below) has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
A “Related Party” is any (1) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an Officer, Director or Nominee for election as a Director, (2) greater than 5% beneficial owner of the Company’s common stock, or (3) immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).
Stephen M. Knopik is the Executive Chairman of the Board of Beall’s, Inc. During 2019, the Company received approximately $5,608,000 of lease payments (including rent, common area maintenance and real estate taxes) from subsidiaries of Beall’s, Inc. The Corporate Governance Committee determined that the terms of the lease agreements are not more favorable than terms that would have been provided to unaffiliated third parties.There were no Related Party Transactions during 2022.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis includes the following: (1) an overview of the Compensation Committee of the Board of Directors, (2) the compensation philosophy of the Company and (3) the components of executive compensation.
Overview of the Compensation Committee
The Compensation Committee’s primary responsibilities include evaluating the Company’s philosophy regarding executive compensation and evaluating and determining the compensation of the Chief Executive Officer and other named executive officers. TheCompensationCommitteehasthe authority under its charter to engage the services of outside advisors, experts and others to assist it. During 2019,2022, the Compensation Committee did not engage any such advisors. AllPrior to the 2022 Annual Meeting, a majority of the committee members were independent as defined by the rules of the New York Stock Exchange. Subsequent to the 2022 Annual Meeting, two of the four committee members are independent as defined by the rules of the New York Stock Exchange. In the opinion of the Board of Directors, each committee member has the ability to make objective decisions independent of management.
The Chief Executive Officer and certain other members of management are invited to attend all or a portion of a Compensation Committee meeting depending on the nature of the agenda items, but the members of management do not vote on items before the Compensation Committee. However, the Compensation Committee solicits the views of the Chief Executive Officer on compensation matters, including the compensation of the other named executive officers. The Compensation Committee works with members of management to determine the agenda for each meeting, and management prepares the applicable meeting materials.
Compensation Philosophy
The Company includes in its employee handbook the following compensation philosophy for all employees (referred to as “associates” below):
As a food retailer in a highly competitive market, Publix recognizes that our associates are our primary asset and contribute to our competitive advantage. To achieve our mission, Publix must continue to attract, retain, motivate and reward highly qualified associates. To fulfill this responsibility we strive to:
•offer pay and benefits that contribute to our associates’ financial security now and at retirement
•offer wages that are competitive within our local markets
•provide benefits that meet the diverse needs of our associates
•reward associates for premier performance
•provide opportunity for future rewards as a result of promotion from within
•educate our associates on pay and benefits and
•ensure equal opportunity in all aspects of pay and benefits.
The Company’s compensation objective for the named executive officers is the same as for all employees indicated above: to attract, retain, motivate and reward highly qualified individuals.
In addition, the Compensation Committee considers additional factors when determining the compensation of the named executive officers. These factors include (1) the overall level of responsibility and the relationship to compensation levels of the Company’s management, (2) the compensation levels of named executive officers of companies in the Company’s Peer Group (as defined in the Performance Graph), taking into account the size and financial performance of the companies, (3) anticipated competitive operating conditions and (4) overall economic conditions.
The Compensation Committee uses publicly available compensation data to review the compensation levels of named executive officers of companies in the Company’s Peer Group. The review includes base pay, bonus pay and other pay components. The Compensation Committee also compares the financial results of these companies to the Company’s results. Although the Company’s financial results have generally been superior to the companies in its Peer Group, the total compensation of the Company’s named executive officers is significantly less than the total compensation of the named executive officers of companies in its Peer Group. Therefore, the Compensation Committee believes the compensation for the named executive officers reflects its position that compensation should be set at responsible levels for all employees, including the named executive officers, and be consistent with the Company’s constant focus on controlling costs in its low margin business.
In connection with the 20172020 Annual Meeting, the Company’s stockholders and ESOP participants were given an opportunity to approve, by an advisory (non-binding) vote, (1) the compensation of the Company’s named executive officers and (2) the frequency of holding future advisory votes on such executive compensation. officers. More than 98% 99% of the advisory votes cast approved the compensation of the Company’s named executive officers. The Compensation Committee considered the results of the advisory vote in determining compensation policies and decisions of the Company. The advisory vote affected the Company’s executive compensation policies and decisions by reaffirming the Company’s compensation philosophy. Additionally, at the 2017 Annual Meeting, the Company’s stockholders and ESOP participants approvedrecommended holding the advisory vote on executive compensation every three years. The advisory (non-binding) vote on the frequency of holding future advisory votes must be held every six years and the next such vote will be in connection with the Company’s 2023 Annual Meeting.years.
The Company’s stockholders and ESOP participants are being provided an opportunity to cast an advisory (non-binding) votevotes on the compensation of the Company’s named executive officers and the frequency of future advisory votes on the compensation of the named executive officers in connection with the Annual Meeting on April 14, 2020.18, 2023.
Components of Executive Compensation
The Company’s executive compensation includes the following components: base salary, incentive bonus plan, retirementretirement benefits and other benefits. With the exception of the incentive bonus plan, which has approximately 375 participants,430 participants, and the Supplemental Executive Retirement Plan (SERP), these components are available to all or large numbers of the Company’s employees. The Company does not have a specific compensation program focused solely on the named executive officers.
Base Salary
The named executive officers are paid a base salary that is typically reviewed annually. As indicated, the factors considered in determining the base salaries of the named executive officers include (1) the overall level of responsibility and the relationship to compensation levels of the Company’s management, (2) the compensation levels of named executive officers of companies in the Company’s Peer Group, taking into account the size and financial performance of the companies, (3) anticipated competitive operating conditions and (4) overall economic conditions. These factors are considered in conjunction with the performance of the named executive officers and the results of the Company. There are no significant differences in the compensation policies for the individual named executive officers.
The Company analyzed the total compensation of the Company’s named executive officers compared to the total compensation of the named executive officers of companies in the Company’s Peer Group as reported in their most recent publicpublic filings as of April 1, 2019.2022. Based on this analysis, the total compensation of the Company’s Chief Executive Officer was 65%71% less than the average total compensation of the chief executive officers of companies in the Company’s Peer Group. The total compensation of all of the Company’s named executive officers was 60%67% less than the average total compensation of the named executive officers of companies in the Company’s Peer Group. The Compensation Committee monitors the difference between the total compensation of the Company’s named executive officers and the total compensation of the named executive officers of companies in the Company’s Peer Group and uses this information as it deems appropriate.
The Compensation Committee approved base salary increases effective May 1, 20192022 for the named executive officers as follows: Randall T. Jones, Sr. - 4%6%, Kevin S. Murphy - 8%, David P. Phillips - 4%, Kevin S. Murphy - 6%, Laurie Z. Douglas - 5%‑ 8% and David E. Bornmann - 8%6%. These increases in the base salaries for the named executive officers were made largely in consideration of factor (2) described above because the compensation of the Company’s named executive officers is generally substantially less than the compensation of the named executive officers of companies in the Company’s Peer Group. The base salaries for the named executive officers are presented in the Summary Compensation Table.
Incentive Bonus Plan
The Company provides performance-based incentive compensation in the form of an annual cash bonus (Incentive Bonus Plan) to all officers, including the named executive officers, and certain staff employees of the Company (Incentive Bonus Participants). The Incentive Bonus Plan is designed to reward the Incentive Bonus Participants based on the Company achieving its sales and target profit goals (Performance Goals) for the fiscal year and not on their individual performance. The Incentive Bonus Plan is approved by the Compensation Committee as to officers and by the Executive Committee as to other Incentive Bonus Participants. The Performance Goals are reviewed and approved by the Company’s Board of Directors after the completion of the Company’s annual planning process.Although the Company has a defined method for calculating the incentive bonus, the Board of Directors, Compensation Committee and Executive Committee retain the right to alteramend or discontinue the Incentive Bonus Plan at their discretion at any time, unless payment of the incentive bonus has been approved, forapproved. Prior to 2020 and the Incentive Bonus Participants within their approval authority. To date, however,impact of the coronavirus pandemic, no such discretion has nothad been exercised.
The Incentive Bonus Plan is intended to compensate the Incentive Bonus Participants for their services during the calendar year based on the Company’s actual results compared to the Performance Goals. The incentive bonus pool is determined in the year earned and paid in the subsequent year following the year earned to Incentive Bonus Participants employed with the Company at the end of the calendar year. In general, the incentive bonus pool is allocated to the Incentive Bonus Participants according to the relative base compensation paid to them during the calendar year for which the incentive bonus is being paid.
The Incentive Bonus Plan is based on a target bonus equal to two monthsmonths’ pay (Target Bonus) for all Incentive Bonus Participants entitled to the full Target Bonus (participants generally transition into the Incentive Bonus Plan over a 12 month period). The formula for the Incentive Bonus Plan is determined so that if the Performance Goals for the fiscal year are achieved, the Incentive Bonus Participants will receive the Target Bonus. The incentive bonus can be more or less than the Target Bonus based on the Company’s actual results compared to the Performance Goals. IfGenerally, if the sales goal is not achieved, the incentive bonus pool, calculated using the formula, is reduced by 5% for every 1% that actual sales are less than the sales goal. If the sales goal is exceeded, the incentive bonus pool is increased by 5% for every 1% that actual sales are greater than the sales goal. No incentive bonus is paid unless greater than 80% of the target profit goal is achieved. However, due to the uncertainty of projecting sales as a result of the continuing effects of the coronavirus pandemic, the Incentive Bonus Plan formula for 2022 did not include an adjustment to the incentive bonus pool for the difference between actual sales and the sales goal. Therefore, actual sales exceeding the sales goal did not result in an increase in the incentive bonus pool.
The Incentive Bonus Participants will receive an incentive bonus in excess of the Target Bonus of two monthsmonths’ pay for 20192022 as the Company’s actual results slightly exceeded its combined Performance Goals. Over the past five fiscal years including 2019,2022, the Incentive Bonus Participants received an average incentive bonus of two months3.5 months’ pay or
approximately 15.4%26.9% of their base salary.Incentive Bonus Participants received the Target Bonus of two months or more in foureach of the past five years or 80% of the time.years.
The Board of Directors attempts to set Performance Goals that maintain a consistent level of difficulty in achieving the Target Bonus from year to year and are challenging but reasonably achievable. Therefore, the achievement of future Target Bonuses is likely to be similar to past yearsexperience unless unexpected circumstances arise. Achieving the Target Bonus is dependent on the Company’s sales and profit results for the year which are affected by many factors, including competitor activities and economic conditions. The Board of Directors, Compensation Committee and Executive Committee have historically not made changes to the Performance Goals or to the Incentive Bonus Plan formula for the fiscal year after their approval. Therefore, it is likely that positive or negative changes in various factors, including competitor activities and economic conditions, will affect the likelihood and difficulty of achieving the Target Bonus for the fiscal year.The Company expects the priorhistorical results of achieving the Target Bonus in some years and not achieving it in other years to continue.
The incentive bonuses for the named executive officers are presented in the Summary Compensation Table and the Grants of Plan-Based Awards table.
Retirement Benefits
The Company has a trusteed, noncontributory ESOP for the benefit of eligible employees. The amount of the Company’s discretionary contribution to the ESOP is determined annually by the Board of Directors and can be made in Company common stock or cash.Directors. The ESOP does not discriminate, in scope, terms or operation, in favor of the named executive officers. The Company’s contribution to the ESOP is allocated to all eligible participants on the basis of eligible compensation up to the maximum annual compensation limit (compensation limit) for retirement plans established by federal law. Due to the compensation limit, the named executive officers did not receive Company contributions under the ESOP for their 20192022 compensation in excess of $280,000.$305,000. Company contributions to the ESOP for the named executive officers are presented in the Summary Compensation Table. Non-employee directors of the Company’s Board of Directors do not participate in the ESOP.
The Company has a SERP for a select group of management or highly compensated employees.employees whose compensation is consistently higher than the compensation limit for retirement plans. The purpose of the SERP is to provide thethese employees with the benefit they would have received under the ESOP if the Company’s contributions were not limited by the compensation limit referred to in the preceding paragraph.limit. The Company’s contribution to the SERP (referred to as SERP shares) is calculated as the difference between the contribution that the employee would have received under the ESOP if the Company’s contributions were not limited by the compensation limit and the actual contribution received under the ESOP. In addition, since dividends are paid to ESOP participants on their ESOP shares of common stock, dividend equivalents are paid on the SERP shares. The SERP allows these employees with compensation in excess of the compensation limit to receive a retirement benefit at the same percentage of their compensation as all other Company employees. Company contributions to the SERP for the named executive officers are presented in the Summary Compensation Table and the Nonqualified Deferred Compensation table. Non-employee directors of the Company’s Board of Directors do not participate in the SERP.
The Company has a 401(k) Plan for the benefit of eligible employees. The 401(k) Plan is a voluntary defined contribution plan. Effective January 1, 2020, eligibleEligible employees may contribute up to 30% of their eligible annual compensation, subject to the maximum contribution limits established by federal law. Previously, eligible employees could contribute up to 10% of their eligible annual compensation. The Company may make a discretionary annual matching contribution to eligible participants of this plan as determined by the Board of Directors. For 2019,2022, the Board of Directors approved a match of 50% of eligible annual contributions up to 3% of eligible annual compensation, not to exceed amaximum match of $750 per employee. The match is determined as of the last day of the plan year and paid in the subsequent plan year. The 401(k) Plan does not discriminate, in scope, terms or operation, in favor of the named executive officers. Company matching contributions for the named executive officers are presented in the Summary Compensation Table. Non-employee directors of the Company’s Board of Directors do not participate in the 401(k) Plan.
Other Benefits
The Company’s group health, dental, vision and supplemental life insurance plans are available to eligible full-timefull‑time and part-time employees, and the group life insurance and long-term disability plans are available to eligible full-time employees. These plans do not discriminate, in scope, terms or operation, in favor of the named executive officers. Non-employee directors of the Company’s Board of Directors do not participate in the plans.
The Company does not provide country club memberships, personal use of Company airplanes, tax and financial planning services or other perquisites frequently offered to executive officers. The named executive officers, other than the Chief Executive Officer, receive a vehicle allowance that had a total value for 20192022 of less than $10,000 per named executive officer. The Chief Executive Officer elected not to receive a vehicle allowance.
In addition, the Company does not provide the following forms of compensation or arrangements frequently offered to executive officers:
•long-term cash incentives
•stock options, stock awards or other equity incentives or
•employment contracts, change in control agreements or severance agreements.
The Company does not provide compensation that is directly tied to the performance of the Company’s common stock. However, since the Company’s retirement benefits are substantially in the form of Company common stock, there is a long-term link between compensation of the named executive officers and any gain or loss realized by the Company’s stockholders.
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the federal income tax deductibility of certain compensation paid by a company to its chief executive officer and other highly compensated executive officers to $1,000,000 per person. This limit does not apply to company ESOP and 401(k) Planplan contributions. The Company does not have a policy that limits the compensation of executive officers to the amount deductible for tax purposes.
Recovery of Compensation
Section 304 of the Sarbanes-Oxley Act of 2002 requires the Chief Executive Officer and Chief Financial Officer to repay to the Company certain amounts received by such officers if the Company restates its financial statements as a result of financial reporting misconduct. The amounts to be repaid consist of (1) any bonus or other incentive-based or equity-based compensation received from the Company during the 12 month period following the filing of the financial statements in question and (2) any profits realized from the sale of the Company’s common stock during that 12 month period. In addition, to the extent permitted by applicable law, the Company may seek to recover incentive compensation from others as a result of such financial reporting misconduct. In such a situation, the Board of Directors would exercise its judgment to determine what action it deems appropriate, including recovery of the incentive compensation.
Hedging Policy
The SEC requires a company to describe any adopted policies or practices regarding the ability of its directors, officers or employees to engage in transactions to hedge or offset any decrease in the market value of its equity securities. The Company does not have such a policy; however, since its common stock is not traded on an established securities market, the Company does not believe that such hedging instruments are available to its directors, officers or employees.
Compensation Compared to Peer Group Companies
The total compensation of the named executive officers in the Summary Compensation Table ranks at or near the bottom of the total compensation of comparable positions of companies in the Company’s Peer Group as defined in the Performance Graphs in the Company’s Form 10-K and this Proxy Statement.
Summary Compensation Table
The following Summary Compensation Table presents information concerningon the compensation of the Company’s named executive officers for 2019, 20182022, 2021 and 2017.2020.
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Name and Principal Positions, ( ) Years of Service | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
Randall T. Jones, Sr. (43) Chief Executive Officer | 2022 | $2,484,135 | | — | — | — | $ 433,349 | | — | | $280,284 (2) | $3,197,768 | |
2021 | 2,350,105 | | — | — | — | 874,248 | | — | | 209,471 | | 3,433,824 | |
2020 | 2,244,610 | | — | — | — | 1,131,370 | | — | | 201,135 | | 3,577,115 | |
Kevin S. Murphy (36) President | 2022 | 1,442,380 | | — | — | — | 251,619 | | — | | 159,593 (2) | 1,853,592 | |
2021 | 1,339,170 | | — | — | — | 498,176 | | — | | 116,863 | | 1,954,209 | |
2020 | 1,255,010 | | — | — | — | 632,573 | | — | | 99,338 | | 1,986,921 | |
David P. Phillips (38) Executive Vice President, Chief Financial Officer and Treasurer | 2022 | 1,335,340 | | — | — | — | 232,946 | | — | | 153,218 (2) | 1,721,504 | |
2021 | 1,277,165 | | — | — | — | 475,110 | | — | | 114,362 | | 1,866,637 | |
2020 | 1,219,815 | | — | — | — | 614,834 | | — | | 109,837 | | 1,944,486 | |
Laurie Z. Douglas (17) Senior Vice President, Chief Information Officer and Chief Digital Officer | 2022 | 1,326,910 | | — | — | — | 231,475 | | — | | 147,688 (2) | 1,706,073 | |
2021 | 1,235,395 | | — | — | — | 459,571 | | — | | 109,077 | | 1,804,043 | |
2020 | 1,165,460 | | — | — | — | 587,437 | | — | | 102,692 | | 1,855,589 | |
David E. Bornmann (39) Senior Vice President | 2022 | 746,415 | | — | — | — | 130,210 | | — | | 85,514 (2) | 962,139 | |
2021 | 706,125 | | — | — | — | 262,681 | | — | | 63,415 | | 1,032,221 | |
2020 | 672,500 | | — | — | — | 338,966 | | — | | 59,106 | | 1,070,572 | |
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Name and Principal Positions, ( ) Years of Service | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
Randall T. Jones, Sr. (40) Chief Executive Officer | 2019 2018 2017
| $2,158,270 2,069,305 2,000,050
| - - - | - - - | - - - | $359,791 342,753 316,067
| - - - | $190,958 (2) 173,383 (3) 159,944 (3)
| $2,709,019 2,585,441 2,476,061
|
David P. Phillips (35) Executive Vice President, Chief Financial Officer and Treasurer | 2019 2018 2017
| 1,172,905 1,124,550 1,086,930
| - - - | - - - | - - - | 195,527 186,267 171,767
| - - - | 104,361 (2) 95,700 (3) 105,330 (3) | 1,472,793 1,406,517 1,364,027
|
Kevin S. Murphy (35) President | 2019 | 1,149,360 | - | - | - | 191,602 | - | 44,511 (2) (3) (3)
| 1,385,473 |
Laurie Z. Douglas (14) Senior Vice President, Chief Information Officer and Chief Digital Officer | 2019 2018 2017
| 1,102,575 1,009,640 958,845
| - - - | - - - | - - - | 183,803 167,234 151,526
| - - - | 93,614 (2) 84,291 (3) 89,179 (3)
| 1,379,992 1,261,165 1,199,550
|
David E. Bornmann (36) Senior Vice President | 2019 2018 2017 | 635,200 540,300 509,285
| - - - | - - - | - - - | 105,890 89,494 80,482
| - - - | 50,645 (2) 45,413 (3) 48,805 (3) | 791,735 675,207 638,572
|
(1)Amounts in this column represent Incentive Bonus Plan payments earned in the applicable year and paid in the subsequent year. | |
(1) | Amounts in this column represent Incentive Bonus Plan payments earned in the applicable year but paid in the subsequent year. |
| |
(2) | Amounts represent the Company’s contributions to the ESOP, SERP and 401(k) Plan for 2019. The amount included for the ESOP and 401(k) Plan for each named executive officer was $23,150. |
(2)Amounts represent the Company’s contributions to the ESOP, SERP and 401(k) Plan for 2022. The amount included for the ESOP and 401(k) Plan for each named executive officer was $25,150.
The following is a comparison of Chief Executive Officer compensation (CEO Compensation) for the Company and the companies in the Company’s Peer Group with the highest and lowest annual sales. The data included for the Peer Group companies (Kroger and Weis Markets) is based on the most recent fiscal year for which the companies’ Form 10-K and related proxy statement are available.
| | | | | | | | | | | | | | | | | | | | | | | | |
Company | Number of Stores | Number of Employees | Annual Sales | Net Earnings | CEO Pay Ratio | Total CEO Compensation | |
Publix (1) | 1,322 | | 242,000 | | $ 54,534,000,000 | | $2,918,000,000 | | 126 to 1 | $ 3,197,768 | | |
Kroger (2) | 2,726 | 420,000 | 137,888,000,000 | | 1,655,000,000 | | 679 to 1 | 18,168,730 | | |
Weis Markets (3) | 196 | 24,000 | 4,224,417,000 | | 108,849,000 | | 504 to 1 | 9,601,709 | | |
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Company | Number of Stores | Number of Employees | Annual Sales | Net Earnings | CEO Pay Ratio | Total CEO Compensation |
Publix (1) | 1,239 | 207,000 | $ 38,116,402,000 | $3,005,395,000 | 124 to 1 | $ 2,709,019 |
Kroger (2) | 2,764 | 453,000 | 121,162,000,000 | 3,110,000,000 | 483 to 1 | 12,037,872 |
Weis Markets (3) | 202 | 23,000 | 3,509,270,000 | 62,738,000 | 360 to 1 | 5,876,245 |
(1)Data for Publix is for fiscal year 2022. | |
(1) | Data for Publix is for fiscal year 2019. |
| |
(2) | Data for Kroger is for fiscal year ended February 2, 2019 and for the proxy statement dated May 14, 2019. |
| |
(3) | Data for Weis Markets is for fiscal year ended December 29, 2018 and for the proxy statement dated March 12, 2019. |
(2)Data for Kroger is for fiscal year ended January 29, 2022 and for the proxy statement dated May 2, 2022.
(3)Data for Weis Markets is for fiscal year ended December 25, 2021 and for the proxy statement dated March 10, 2022.
Chief Executive Officer Pay Ratio
For 2019,2022, the total compensation of the Company’s Chief Executive Officer of $2,709,019,of $3,197,768, as presented in the Summary Compensation Table, was approximately 124approximately 126 times the total compensation of the Company’s median employee of $21,901$25,472 calculated in the same manner. The median employee was identified by reviewing the total cash compensation for all employees, excluding the Company’s Chief Executive Officer, who were employed by the Company on December 31, 2019.2022. All of the Company’s employees were included, whether employed on a full-time, part-time or seasonal basis. Adjustments were made to annualize the compensation of employees who were not employed by the Company for the entire year. After identifying the median employee based on total cash compensation, the 20192022 annual total compensation was calculated for the median employee using the same methodology used for the Company’s Chief Executive Officer as presented in the Summary Compensation Table. As additional information, the total compensation of the Company’s Chief Executive Officer was approximately 6467 times the total compensation of the Company’s median full-time employee of $42,155$47,800 calculated in the same manner as the Chief Executive Officer’s total compensation. The median full-time employeeemployee was identified by reviewing the total cash compensation for all full-time employees, excluding the Company’s Chief Executive Officer, who were employed on a full-time basis for the entire year.
Pay versus Performance
The following table presents information on the compensation of the Company’s named executive officers in comparison to certain performance measures of the Company for 2022, 2021 and 2020.
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Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for other Named Executive Officers(1) | Average Compensation Actually Paid to other Named Executive Officers(1)(3) | Value of Initial Fixed $100 Investment Based On(4): | Net Earnings(5) | Operating Profit(6) |
Total Stockholder Return | Peer Group Total Stockholder Return |
2022 (7) | $3,197,768 | | $3,197,768 | | $1,560,827 | | $1,560,827 | | $159.83 | | $154.00 | | $2,918,000,000 | | $4,759,000,000 | |
2021 | 3,433,824 | | 3,433,824 | | 1,664,278 | | 1,664,278 | | 147.29 | | 156.11 | | 4,412,000,000 | | 4,153,000,000 | |
2020 | 3,577,115 | | 3,577,115 | | 1,714,392 | | 1,714,392 | | 125.98 | | 109.69 | | 3,972,000,000 | | 4,012,000,000 | |
(1)For each year shown, the CEO was Randall T. Jones, Sr. and the other named executive officers were Kevin S. Murphy, David P. Phillips, Laurie Z. Douglas and David E. Bornmann.
(2)Amounts in this column represent the sum of the base salary, Incentive Bonus Plan payment and Company contributions to the ESOP, SERP and 401(k) Plan for the applicable year. Incentive Bonus Plan payments are earned in the applicable year and paid in the subsequent year.
(3)Amounts in this column represent the average of the sum of the base salary, Incentive Bonus Plan payment and Company contributions to the ESOP, SERP and 401(k) Plan for the applicable year for the named executive officers excluding the CEO. Incentive Bonus Plan payments are earned in the applicable year and paid in the subsequent year.
(4)Amounts in this column represent the Company’s Total Stockholder Return and the Total Stockholder Return of companies in the Company’s Peer Group. Companies included in the Peer Group are Ahold Delhaize, Albertsons, Kroger and Weis Markets. Albertsons is included in the Peer Group in 2021 and 2022 due to its initial public offering in 2020. The returns assume $100 was invested at the end of 2019 in the Company’s common stock and in the Peer Group companies on a market weighted basis and assumes reinvestment of dividends.
(5)In addition to reporting net earnings in accordance with U.S. generally accepted accounting principles (GAAP), the Company presents net earnings excluding the impact of equity securities being measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings. Net earnings excluding the impact of unrealized gains and losses on equity securities were $4,049,000,000, $3,592,000,000 and $3,689,000,000 for 2022, 2021 and 2020, respectively. This measure is not in accordance with, or an alternative to, GAAP. The Company excludes the impact of unrealized gains and losses on equity securities since it is primarily due to temporary equity market fluctuations that do not reflect the Company’s operations.
(6)The Company assessed Operating Profit to be the most important financial performance measure used by the Company to link compensation actually paid to its named executive officers for the most recently completed fiscal year to Company performance (Company-Selected Measure).
(7)Fiscal year 2022 is a 53-week year.
The following table presents the financial performance measures, including the Company-Selected Measure, that in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the Company’s named executive officers to the Company’s performance for 2022.
| | | | | |
Most Important Financial Performance Measures | 2022 |
Sales | $54,534,000,000 | |
Operating profit | 4,759,000,000 | |
Net earnings excluding impact of unrealized gains and losses on equity securities | 4,049,000,000 | |
As indicated earlier, the Compensation Committee believes the compensation for the named executive officers reflects its position that compensation should be set at responsible levels for all employees, including the named executive officers, and be consistent with the Company’s constant focus on controlling costs in its low margin business. In addition to the other factors, the compensation levels of the named executive officers of companies in the Company’s Peer Group, taking into account the size and financial performance of the companies, is important for any compensation analysis.
The majority of the compensation for the Company’s named executive officers is their base salary, which reflects their overall level of responsibility. The Target Bonus for the named executive officers is only about 15% of their base salary, and the actual incentive bonus is generally not significantly higher than the Target Bonus. In comparison, for the named executive officers of companies in the Company’s Peer Group, the bonus potential is generally in excess of 100% of their base salary and can be many multiples of their base salary. As a result of the significantly lower bonus potential, the compensation of the Company’s named executive officers does not vary much based on Company performance. During 2020, a year with substantial challenges from the coronavirus pandemic and excellent results, the incentive bonus was the highest percentage it has ever been, at about 50% of the Company’s named executive officers’ base salary. While the Company’s sales, operating profit and net earnings excluding the impact of unrealized gains and losses on equity securities have continued to be strong since 2020, the Incentive Bonus Plan payments for the named executive officers have declined each year. The Company’s sales and operating profit have increased each year from 2020 to 2022. In addition, net earnings excluding the impact of unrealized gains and losses on equity securities increased in 2020 and 2022 as compared with the prior year. There was a small decline in net earnings excluding the impact of unrealized gains and losses on equity securities in 2021 as compared with 2020. The Company’s total stockholder return for the last three years compares favorably to the total stockholder return for its Peer Group. In spite of these good results, the compensation actually paid to the Chief Executive Officer and the average compensation actually paid to the other named executive officers declined in 2021 and 2022 as compared with the prior year.
For comparison purposes, the following is the total compensation for the Company’s Chief Executive Officer and the chief executive officers of companies in the Company’s Peer Group mentioned previously with the highest and lowest annual sales.
| | | | | |
Company | Total CEO Compensation |
Publix(1) | $ 3,197,768 | |
Kroger(2) | 18,168,730 | |
Weis Markets(3) | 9,601,709 | |
(1)Data for Publix is for fiscal year 2022.
(2)Data for Kroger is for fiscal year ended January 29, 2022 and for the proxy statement dated May 2, 2022.
(3)Data for Weis Markets is for fiscal year ended December 25, 2021 and for the proxy statement dated March 10, 2022.
The Company also analyzed the total compensation of the Company’s named executive officers compared to the total compensation of the named executive officers of companies in the Company’s Peer Group as reported in their most recent public filings as of April 1, 2022. Based on this analysis, the total compensation of the Company’s Chief Executive Officer was 71% less than the average total compensation of the chief executive officers of companies in the Company’s Peer Group. The total compensation of all of the Company’s named executive officers was 67% less than the average total compensation of the named executive officers of companies in the Company’s Peer Group. The total compensation of the named executive officers ranks at or near the bottom of the total compensation of comparable positions of companies in the Company’s Peer Group, while the Company’s performance is generally superior to that of its Peer Group.
Grants of Plan-Based Awards
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Grant Date | Actual Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards |
Threshold | Target | Max | Threshold | Target | Max |
Randall T. Jones, Sr. | 2022 | — | $ | 433,349 | | — | — | — | — | — | — | — |
2021 | — | 874,248 | | — | — | — | — | — | — | — |
2020 | — | 1,131,370 | | — | — | — | — | — | — | — |
Kevin S. Murphy | 2022 | — | 251,619 | | — | — | — | — | — | — | — |
2021 | — | 498,176 | | — | — | — | — | — | — | — |
2020 | — | 632,573 | | — | — | — | — | — | — | — |
David P. Phillips | 2022 | — | 232,946 | | — | — | — | — | — | — | — |
2021 | — | 475,110 | | — | — | — | — | — | — | — |
2020 | — | 614,834 | | — | — | — | — | — | — | — |
Laurie Z. Douglas | 2022 | — | 231,475 | | — | — | — | — | — | — | — |
2021 | — | 459,571 | | — | — | — | — | — | — | — |
2020 | — | 587,437 | | — | — | — | — | — | — | — |
David E. Bornmann | 2022 | — | 130,210 | | — | — | — | — | — | — | — |
2021 | — | 262,681 | | — | — | — | — | — | — | — |
2020 | — | 338,966 | | — | — | — | — | — | — | — |
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| | Actual Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards |
Name | Grant Date | Threshold | Target | Max | Threshold | Target | Max |
Randall T. Jones, Sr. | 2019 2018 2017
| - - - | $359,791 342,753 316,067
| - - - | - - - | - - - | - - - | - - - | - - - | - - - |
David P. Phillips | 2019 2018 2017
| - - - | 195,527 186,267 171,767
| - - - | - - - | - - - | - - - | - - - | - - - | - - - |
Kevin S. Murphy | 2019
| - | 191,602
| - | - | - | - | - | - | - |
Laurie Z. Douglas | 2019 2018 2017
| - - - | 183,803 167,234 151,526
| - - - | - - - | - - - | - - - | - - - | - - - | - - - |
David E. Bornmann | 2019 2018 2017 | - - - | 105,890 89,494 80,482
| - - - | - - - | - - - | - - - | - - - | - - - | - - - |
(1)Amounts in this column represent Incentive Bonus Plan payments earned in the applicable year and paid in the subsequent year. These Incentive Bonus Plan payments are the same payments disclosed in the Summary Compensation Table as Non-Equity Incentive Plan Compensation. | |
(1) | Amounts in this column represent Incentive Bonus Plan payments earned in the applicable year but paid in the subsequent year. These Incentive Bonus Plan payments are the same payments disclosed in the Summary Compensation Table as Non-Equity Incentive Plan Compensation. |
The Company does not have any stock or option award plans that are applicable for inclusion in this table.
Outstanding Equity Awards
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| Option Awards | Stock Awards |
Name | Number of Securities Underlying Unexercised Options Exercisable
| Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
The Company does not have any stock or option award plans so this table is not applicable.
Option Exercises and Stock Vested
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| | | | | | | | | | | | | |
| Option Awards | Stock Awards |
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting |
The Company does not have any stock or option award plans so this table is not applicable.
Pension Benefits
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Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | |
The Company does not have any pension benefits so this table is not applicable.
Nonqualified Deferred Compensation
The following table presents information on the nonqualified deferred compensation accounts of each named executive officer.
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Name | Aggregate Balance at Beginning of 2022 | Executive Contributions in 2022 | Registrant Contributions in 2022 (1) | Aggregate gains in 2022 (2) | Aggregate Withdrawals/ Distributions in 2022 (3) | Aggregate Balance at End of 2022 |
Randall T. Jones, Sr. | $1,780,127 | | — | $255,134 | | $28,485 | | $ | (51,118) | | $2,012,628 | |
Kevin S. Murphy | 301,702 | | — | 134,443 | | 2,839 | | (10,453) | | 428,531 | |
David P. Phillips | 1,188,450 | | — | 128,068 | | 19,939 | | (33,298) | | 1,303,159 | |
Laurie Z. Douglas | 984,361 | | — | 122,538 | | 16,156 | | (27,903) | | 1,095,152 | |
David E. Bornmann | 370,324 | | — | 60,364 | | 5,767 | | (10,777) | | 425,678 | |
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Name | Aggregate Balance at Beginning of 2019 | Executive Contributions in 2019 | Registrant Contributions in 2019 (1) | Aggregate gains in 2019 (2) | Aggregate Withdrawals/ Distributions in 2019 (3) | Aggregate Balance at End of 2019 |
Randall T. Jones, Sr. |
| $690,870 |
| - |
| $167,808 |
|
| $110,127 |
| $(22,293 | ) |
| $946,512 |
|
David P. Phillips | 543,857 |
| - | 81,211 |
| 80,576 |
| (16,480 | ) | 689,164 |
|
Kevin S. Murphy | 40,648 |
| - | 21,361 |
| 7,741 |
| (1,434 | ) | 68,316 |
|
Laurie Z. Douglas | 433,310 |
| - | 70,464 |
| 64,890 |
| (13,251 | ) | 555,413 |
|
David E. Bornmann | 151,706 |
| - | 27,495 |
| 23,059 |
| (4,699 | ) | 197,561 |
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(1)Amounts in this column represent the Company’s contributions under the SERP. The amounts are also included in the Summary Compensation Table as All Other Compensation. | |
(1) | Amounts in this column represent the Company’s contributions under the SERP. The amounts are also included in the Summary Compensation Table as All Other Compensation. |
| |
(2) | Amounts in this column represent the increase in the value of the SERP shares during 2019 based on the November 1, 2019 market price of the Company’s common stock and dividend equivalents received on the SERP shares during 2019. Because the named executive officers do not receive preferential or above-market earnings under the SERP, the amounts in this column are not included in the Summary Compensation Table. |
| |
(3) | Amounts in this column represent dividend equivalents on the SERP shares distributed during 2019. |
(2)Amounts in this column represent dividend equivalents received on the SERP shares during 2022 net of the decrease in the value of the SERP shares during 2022 based on the November 1, 2022 market price of the Company’s common stock. Because the named executive officers do not receive preferential or above-market earnings under the SERP, the amounts in this column are not included in the Summary Compensation Table. (3)Amounts in this column represent dividend equivalents on the SERP shares distributed during 2022.
COMPENSATION COMMITTEE REPORT
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
This report is submitted by the following members of the Compensation Committee: Jessica L. Blume, G. Thomas HoughJoseph DiBenedetto, Jr., Mark R. Irby and Stephen M. Knopik, Chairman.
NON-EMPLOYEE DIRECTOR COMPENSATION
During the first half of 2019,2022, non-employee directors received a quarterly retainer of $19,500$21,500 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $4,900$5,500 for serving on the Audit Committee, members of the Compensation Committee received a quarterly retainer of $2,500 for serving on the Compensation Committee and members of the Corporate Governance Committee received a quarterly retainer of $2,250$2,500 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $2,250 for serving on the Compensation Committee. Beginning in the third quarter of 2019,2022, non-employee directors received a quarterly retainer of $20,500$22,600 for serving on the Board of Directors, members of the Audit Committee received a quarterly retainer of $5,200$5,800 for serving on the Audit Committee, members of the Compensation Committee received a quarterly retainer of $2,650 for serving on the Compensation Committee and members of the Corporate Governance Committee received a quarterly retainer of $2,350$2,650 for serving on the Corporate Governance Committee and members of the Compensation Committee received a quarterly retainer of $2,350 for serving on the Compensation Committee. No fees are paid for attendance at committee meetings. The Company pays for travel and lodging expenses for directors in connection with their attendance at various meetings. From time to time, the Company may transport directors to and from such meetings in a Company airplane.
The following table summarizes non-employee director compensation for 2019.2022. Directors that are employees of the Company do not receive additional compensation for service on the Board or as members of any of its committees. Howard M. Jenkins and Jennifer A. Jenkins elected not to receive compensation for service as directors in 2019.2022.
Non-Employee Director Compensation
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Name | Fees Earned or Paid in Cash | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
Jessica L. Blume | $121,100 | | — | — | — | — | $121,100 | |
William E. Crenshaw | 88,200 | | — | — | — | — | 88,200 | |
Joseph DiBenedetto, Jr. | 98,500 | | — | — | — | — | 98,500 | |
Mark R. Irby | 74,500 | | — | — | — | — | 74,500 | |
Stephen M. Knopik | 131,400 | | — | — | — | — | 131,400 | |
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Name | Fees Earned or Paid in Cash | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total |
Jessica L. Blume |
| $111,650 |
| - | - | - | - |
| $111,650 |
|
William E. Crenshaw | 80,000 |
| - | - | - | - | 80,000 |
|
Jane B. Finley | 26,650 |
| - | - | - | - | 26,650 |
|
G. Thomas Hough | 98,400 |
| - | - | - | - | 98,400 |
|
Charles H. Jenkins, Jr. | 19,500 |
| - | - | - | - | 19,500 |
|
Stephen M. Knopik | 118,600 |
| - | - | - | - | 118,600 |
|
AUDIT COMMITTEE REPORT
The Audit Committee reviewed and discussed with management and the Company’s independent registered public accounting firm the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2019.31, 2022. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm its independence.
Based upon the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 28, 201931, 2022 for filing with the SEC. This report is submitted by the following members of the Audit Committee: Jessica L. Blume, Chairwoman, Jennifer A. Jenkins and Stephen M. Knopik.
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of KPMG LLP was the Company’s independent registered public accounting firm during 2019.2022. The Audit Committee will make its recommendation to the Board of Directors as to the Company’s independent registered public accounting firm for 20202023 later this year.
Representatives of KPMG LLP will be presentavailable at the Annual Meeting with an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
The fees of the Company’s independent registered public accounting firm, KPMG LLP, for the indicated services performed for the fiscal years ended December 28, 201931, 2022 and December 29, 201825, 2021 were as follows:
| | | | | | | | | | | |
Amounts are in thousands | 2022 | | 2021 |
| | | |
Audit fees (1) | $ | 1,361 | | | $ | 1,287 | |
Audit-related fees (2) | 94 | | | 91 | |
Tax fees (3) | 15 | | | — | |
All other fees (4) | 37 | | | — | |
| $ | 1,507 | | | $ | 1,378 | |
|
| | | | | | |
Amounts are in thousands | 2019 | | 2018 |
| | | |
Audit fees (1) | $ | 1,170 |
| | 1,127 |
|
Audit-related fees (2) | 82 |
| | 80 |
|
Tax fees (3) | - |
| | 26 |
|
All other fees (4) | - |
| | 32 |
|
| $ | 1,252 |
| | 1,265 |
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The Audit Committee has reviewed and discussed the fees of KPMG LLP for audit and non-audit services and has determined that the provision of the non-audit services are compatible with the firm’s independence.
Under its charter and in accordance with the Audit Committee Pre-Approval Policy, the Audit Committee must pre-approve all engagements of the Company’s independent registered public accounting firm. The Audit Committee Pre-Approval Policy provides that the Audit Committee is required to pre-approve all audit and non-audit services performed by the independent registered public accounting firm in order to assure that the provision of such services will not impair its independence. The Audit Committee has delegated to the Chairwoman of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee in the event that the need for pre-approval arises between Audit Committee meetings. If the Chairwoman approves any such engagements, the Chairwoman will report that approval to the Audit Committee at its next meeting. During 2019,2022, each new engagement of the independent registered public accounting firm was approved in accordance with the policy.
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(1) | Fees for audit services include fees associated with the annual audit and quarterly reviews of the Company’s consolidated financial statements. |
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(2) | Fees for audit-related services include fees associated with the annual audit of the Company’s retirement plans. |
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(3) | Fees for tax services include fees associated with tax compliance, tax advice and tax planning. |
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(4) | (1) Fees for audit services include fees associated with the annual audit and quarterly reviews of the Company’s consolidated financial statements and the financial statement audit of a wholly owned subsidiary. (2) Fees for audit-related services include fees associated with the annual audit of the Company’s retirement plans. (3) Fees for tax services include fees associated with tax compliance, tax advice and tax planning. (4) Fees for other services include fees associated with agreed upon procedures not related to the performance of the audit or review of the Company’s consolidated financial statements. |
PERFORMANCE GRAPH
The following performance graph sets forth the Company’s cumulative total stockholder return during the five years ended December 28, 2019,31, 2022, compared to the cumulative total return on the S&P 500 Index and a custom Peer Group Index including retail food supermarket companies.(1) The Peer Group Index is weighted based on the various companies’ market capitalization. The comparison assumes $100 was invested at the end of 20142017 in the Company’s common stock and in each of the related indices and assumes reinvestment of dividends.
The Company’s common stock is valued as of the end of each fiscal quarter. After the end of a quarter, however, shares continue to be traded at the prior valuation until the new valuation is received. The cumulative total return for the companies represented in the S&P 500 Index and the custom Peer Group Index is based on those companies’ trading price as of the Company’s fiscal year end. The performance graph on page 78 of the 20192022 Annual Report on Form 10-K is based on the Company’s trading price at fiscal year end based on its market price as of the prior fiscal quarter. For comparative purposes, the following performance graph is provided based on the Company’s fiscal year end valuation (market price as of March 1, 2020)2023). Past stock performance shown below is no guarantee of future performance.
Comparison of Five-YearFive Year Cumulative Return Based Upon Fiscal Year End Valuation
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| | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | |
| Publix | $ | 100.00 | | | 106.04 | | | 124.19 | | | 156.45 | | | 182.92 | | | 198.49 | | |
| S&P 500 | 100.00 | | | 94.80 | | | 126.06 | | | 146.72 | | | 189.92 | | | 156.88 | | |
| Peer Group (1) | 100.00 | | | 111.02 | | | 118.70 | | | 130.20 | | | 185.31 | | | 182.80 | | |
(1)Companies included in the Peer Group are Ahold Delhaize, Albertsons, Kroger and Weis Markets. Albertsons is included in the Peer Group in 2021 and 2022 due to its initial public offering in 2020.
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| | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | |
| Publix | $ | 100.00 |
| | 118.48 |
| | 109.51 |
| | 113.59 |
| | 120.45 |
| | 141.06 |
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| S&P 500 | 100.00 |
| | 100.77 |
| | 111.92 |
| | 136.35 |
| | 129.26 |
| | 171.88 |
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| Peer Group (1) | 100.00 |
| | 130.63 |
| | 121.47 |
| | 111.84 |
| | 124.17 |
| | 132.76 |
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(1) | Companies included in the Peer Group are Ahold Delhaize, Kroger and Weis Markets. Ahold and Delhaize Group merged into Ahold Delhaize in 2016. The Peer Group includes Ahold Delhaize for 2016 - 2019 and Ahold and Delhaize Group in 2015. |
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 20212024 Annual Meeting must be received at the Company’s corporate office prior to November 5, 202010, 2023 for consideration for inclusion in the Proxy Statement relating to that meeting. A stockholder wishing to nominate a director or bring other business before the stockholders at the 20212024 Annual Meeting must notify the Company’s Secretary in writing on or before December 15, 202020, 2023 and include in such notice the specific information required by the Company’s Bylaws.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
At the date of this Proxy Statement, the Board of Directors knows of no matter other than the matters described herein that will be presented for consideration at the Annual Meeting. However, if any other business shall properly come before the Annual Meeting, all proxies signed and returned by stockholders will be voted in accordance with the best judgment of the persons voting the proxies.proxies and all ESOP shares will be voted by the ESOP Committee.
By order of the Board of Directors,
Merriann M. Metz
Secretary
Lakeland, Florida
March 2, 20201, 2023
The Company’s Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be obtained electronically, free of charge, through the Company’s website at corporate.publix.com/stock.