Grocery Outlet Holding Corp. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2024, Grocery Outlet Holding Corp. (the "Company" or "Grocery Outlet") issued a press release announcing the appointment of Ramesh Chikkala as the Company's Executive Vice President and Chief Operations Officer, effective January 22, 2024. In this newly created position, Mr. Chikkala will report to Robert J. Sheedy, Jr., the Company's President and Chief Executive Officer.

Mr. Chikkala, age 59, 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 Senior Vice President, Global Supply Chain (Omnichannel) and Food Manufacturing (April 2013 to July 2019), Senior Vice President, Information Technology (January 2009 to March 2013), and Vice President, 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).

Mr. Chikkala currently serves as a Board director and member of the Audit Committee of Hibbett, Inc. (Nasdaq: HIBB), an athletic-inspired fashion retailer, since May 2022, and on an advisory board for Vorto, an AI-enabled autonomous supply chain platform, since April 2023. Previously he served as adjunct faculty at the Belk School of Business at the University of North Carolina at Charlotte from August 2019 to December 2023, where he taught the core operations management course Mr. Chikkala holds a Master of Science degree in Industrial and Systems Engineering from Ohio University, a Master of Business Administration degree from the University of Mumbai (India), and a Bachelor of Science in Electrical Engineering degree from Osmania University (India).

In connection with his appointment, Mr. Chikkala will:

-receive an annual base salary of $500,000;

-be eligible to receive an annual cash bonus (with a target bonus of 60% of his base salary);

-be eligible to receive (i) annual equity grants under the Company's 2019 Incentive Plan (with a target grant value of 200% of his base salary, with 60% and 40% of the total equity grant value to be issued in performance stock units and restricted stock units ("RSUs"), respectively), and (ii) an additional new hire grant of RSUs with a grant value of $250,000, in each case as determined and approved by the Board or a committee thereof. All equity grants will be subject to the terms of the Company's 2019 Incentive Plan and the applicable award agreement; and

-receive reimbursement of up to $6,000 per month for housing.

Mr. Chikkala's base salary, annual cash bonus and annual equity grants will all be prorated from the day he commences employment. In addition, Mr. Chikkala will participate in the Company's Executive Severance Plan. The Company and Mr. Chikkala will also enter into the Company's standard Indemnification Agreement.