GROCERY OUTLET HOLDING CORP (GO)
Sector: Consumer Staples
2026 Annual Meeting Analysis
GROCERY OUTLET HOLDING CORP · Meeting: June 1, 2026
Directors FOR
5
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors to Serve until the 2027 Annual Meeting of Stockholders
Against Analysis
Bachman has served since 2019, meaning his tenure fully overlaps the three-year underperformance period; GO's stock fell 72.3% over three years while the company's own disclosed peer group gained a median of 7.8%, a gap of 80.1 percentage points that far exceeds the 20-point trigger threshold for a company with negative absolute returns; the five-year check provides no relief as the five-year gap of 86.9 percentage points also exceeds the threshold, confirming sustained underperformance rather than a transient dip.
Haben has served since 2019, fully overlapping the underperformance period; the same 80.1 percentage-point three-year gap versus the peer group median applies, well above the 20-point policy trigger for a company with negative absolute stock returns; the five-year record is equally poor, so the mitigant that would downgrade the vote from AGAINST to FOR does not apply.
Jaros joined in 2020, giving her tenure that meaningfully overlaps the full three-year measurement period; GO underperformed its own disclosed peer group by 80.1 percentage points over three years against a negative absolute return, triggering the policy threshold of 20 points; the five-year comparison at 86.9 percentage points below the peer median provides no mitigant.
Lindberg has served on the board since 2006 and served as Interim CEO from October 2024 to February 2025, giving him the longest tenure overlap with the underperformance period of any director; GO's stock lost 72.3% over three years while the company's own disclosed peer group gained 7.8% at the median, an 80.1 percentage-point gap that far exceeds the 20-point policy trigger; the five-year gap of 86.9 percentage points versus the peer median confirms sustained, not transient, underperformance, so the policy mitigant does not apply.
York has served since 2010, giving him the second-longest tenure on the board and full overlap with the three-year underperformance period; the 80.1 percentage-point gap versus the company's disclosed peer group median over three years, against a backdrop of a 72.3% absolute stock price decline, far exceeds the 20-point policy trigger; the five-year gap of 86.9 percentage points confirms this is sustained underperformance, not a temporary trough, so the mitigant does not apply.
For Analysis
Allen joined the board in 2026 and is exempt from the TSR trigger under the 24-month new-director exemption; she brings relevant consumer and restaurant CEO experience with no overboarding or attendance concerns.
Kobayashi joined in June 2025, less than 24 months before the meeting, and is fully exempt from the TSR trigger under the new-director exemption; he brings extensive off-price retail and technology expertise relevant to GO's turnaround.
Molloy joined in June 2025, less than 24 months before the meeting, and is fully exempt from the TSR trigger; he brings deep grocery retail CFO and audit committee expertise relevant to GO's financial recovery.
Potter joined the board in 2025 as the incoming CEO, less than 24 months before the meeting, and is exempt from the TSR trigger; as the current CEO appointed to lead the turnaround he cannot reasonably be held accountable for pre-tenure underperformance.
Thornton joined the board in 2026 and is fully exempt from the TSR trigger under the 24-month new-director exemption; she brings deep grocery and retail CFO experience that is directly relevant to GO's strategic priorities.
The board is being significantly refreshed, with five of ten nominees joining in 2025-2026 and all five new directors exempt from the TSR trigger. However, the five longer-tenured directors — Bachman, Haben, Jaros, Lindberg, and York — served through a period of severe sustained underperformance in which GO's stock lost 72.3% over three years while the company's own disclosed peer group gained 7.8% at the median, an 80.1 percentage-point gap that triggers the policy threshold; the five-year record is equally poor, so the mitigant does not apply to any of them. The vote is FOR the five new directors and AGAINST the five longer-tenured directors.
Say on Pay
✓ FORCEO
Jason Potter
Total Comp
$9,501,919
Prior Support
N/A
CEO Jason Potter received total compensation of approximately $9.5 million in his first year, which includes substantial new-hire make-whole awards and inducement grants that reflect compensation forfeited from his prior employer rather than purely ongoing pay; stripping out those one-time items, his ongoing target pay package of approximately $6.5 million (base $1.025M, target bonus $1.28M, target equity $4.2M) is reasonably calibrated for a CEO hired to lead a turnaround at a sub-$1 billion market-cap grocery retailer, and 84% of his target pay is variable and tied to financial performance or stock price appreciation. Critically, the pay-for-performance alignment is intact: the annual bonus paid out at only 42.1% of target because the company missed its adjusted EBITDA and comparable-store-sales goals, and the performance stock awards from the 2023 grant cycle paid out at only 55% of target, demonstrating that the incentive structure is functioning as designed even in a year of poor performance. The pay mix is strong (84% variable for the CEO, 72% for other named executives), the performance metrics are measurable and multi-year, and there is a disclosed clawback policy, so the program passes the policy screens.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
18 yrs
Audit Fees
$3,262,420
Non-Audit Fees
$605,536
Deloitte's non-audit fees (tax fees of $603,641 plus other fees of $1,895, totaling approximately $605,536) represent about 18.6% of audit fees of $3,262,420, well below the 50% threshold that would raise independence concerns; Deloitte has served since 2007, approximately 18 years, which is below the 25-year tenure trigger; and the proxy discloses that a material weakness in IT controls identified during the year was remediated by year-end, with no evidence that the weakness was attributable to an audit failure.
Overall Assessment
The 2026 Grocery Outlet annual meeting features a heavily refreshed director slate, but five longer-tenured directors face AGAINST votes due to severe sustained stock underperformance — GO lost 72.3% over three years while its own disclosed peer group gained 7.8% at the median, an 80-point gap that triggers the policy threshold with no five-year mitigant available. The Say on Pay vote is FOR because the pay program is genuinely performance-linked, bonuses were paid at only 42% of target reflecting a difficult year, and the auditor ratification is a straightforward FOR with non-audit fees at only 19% of audit fees and tenure well below the 25-year concern threshold.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing