Giorgio Matteo Tarditi, 51, was named president and chief financial officer of United Natural Foods, Inc. by the board of directors on February 29, 2024, with effect from April 15, 2024.
Since July 2021, Mr. Tarditi has been employed by The General Electric Company as Group Financial Planning & Analysis Leader, GE Corporate, where he created the operational and financial frameworks necessary to enable the establishment of three GE independent firms. From January 2019 to June 2021, he was the Chief Financial Officer of GE Renewable Energies. From December 2017 to December 2018, he was the Chief Financial Officer of GE Power Services. In addition to serving as Vice President and Power Integration Leader throughout his more than 26 years at GE, Mr. Tarditi also handled a number of finance-related positions, including CFO of multiple divisions and operational integration of business sectors. Mr. Tarditi graduated from Universita Bocconi in Milan, Italy, with an MSc in Finance and Business Administration.
The Company gave Mr. Tarditi an offer letter along with his appointment as President and Chief Financial Officer. Under the terms of the offer, Mr. Tarditi will get an annual base salary of $800,000 in addition to a yearly cash bonus worth 100% of his base salary, which will be prorated for the 2024 fiscal year based on his start date and will be contingent upon the accomplishment of specific goals and objectives. Beginning with the fiscal 2025 award, Mr. Tarditi’s annual equity award is expected to be $2,000,000. The award will take the form of time- and performance-based restricted stock units, and it will be given in the same proportion and under terms that are similar to the long-term incentive awards given to executives of the company in similar circumstances. Additionally, the award will be subject to the terms and conditions of the individual award agreements evidencing the grant. Furthermore, Mr. Tarditi will receive a prorated new hire equity award, consisting of 40% RSUs and 60% PSUs, in the amount of approximately $1,371,585 based on proration from the last annual equity award date. The terms and conditions of this award are the same as those granted to the Company’s other executive officers for the fiscal year 2024. In the form of RSUs that will vest ratably over three years on the anniversary of the grant date, he will also receive a $500,000 sign-on equity award. A $250,000 cash sign-on incentive will be awarded to Mr. Tarditi and will be paid ninety (90) days following his start date. In compliance with the conditions of such plans, Mr. Tarditi may take part in the Company’s health and wellness and retirement benefit plans and programs.
Along with Mr. Tarditi’s appointment as President and Chief Financial Officer, the Company also plans to enter into a Severance Agreement, Change in Control Agreement, and Indemnification Agreement with him. All of these agreements are essentially similar to those made with the Company’s other similarly situated executive officers.
The agreement, a copy of which is attached herewith as Exhibit 10.1, qualifies the terms and conditions of the Offer Letter described above in their entirety. A copy of the form of Severance Agreement is filed with the Company’s Annual Report on Form 10-K for the year ended July 30, 2022, filed on September 27, 2022, and both are incorporated herein by reference. A summary of the material terms of the form of Severance Agreement is included in the Company’s Current Report on Form 8-K filed on September 27, 2022. The Change in Control Agreement form is incorporated herein by reference. A copy of the form is filed with the Company’s Current Report on Form 8-K, filed on November 8, 2018, which contains a summary of the significant features of the agreement. The Company’s Quarterly Report on Form 10-Q for the fiscal period ending January 27, 2024, will include the indemnification agreement attached.
There are no family ties between Mr. Tarditi and any of the Company’s directors or executive officers, nor is there any arrangement or understanding between Mr. Tarditi and any other individual that led to his appointment as President and Chief Financial Officer of the Company. Mr. Tarditi’s appointment as President and Chief Financial Officer is not associated with any transactions that the Company.
John W. Howard will step down as the company’s chief financial officer on the Effective Date in light of Mr. Tarditi’s appointment. Up until May 31, 2024, Mr. Howard will advise the President and Chief Financial Officer. After that date, he will no longer work for the Company. J. Alexander Miller Douglas, who is presently the company’s president and chief executive officer, will remain in that capacity as well as a board member.
