Grocery Outlet Holding Corp

This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and accompanying narrative. Management seeks this approval to validate its pay-for-performance philosophy, which emphasizes that a substantial portion of Named Executive Officers’ target compensation is “at risk” and tied to both annual operational metrics (adjusted EBITDA, comparable store sales and certain operational goals) and multi-year equity performance awards (PSUs tied to cumulative net sales and adjusted EPS and stock options that require price appreciation). The Company recently revised its equity mix to increase alignment with stockholders by replacing time‑based RSUs with stock options and PSUs, and adjusted AIP metrics to add operational goals to reinforce near-term operational improvements; these design choices reflect management’s intent to align incentives with restoring profitability and operational execution after a challenging fiscal year. The Board is recommending a FOR vote and explains that actual FY2025 payouts were substantially below target (AIP paid at 42.1% of target and Fiscal Year 2023 PSU payouts at 53% of target), signaling rigorous performance-based outcomes rather than guaranteed pay, and that changes to FY2026 program further tie compensation to stock-price-linked PSU performance and retention-focused RSUs. In making its recommendation, the Board and the Compensation Committee relied on benchmarking from an independent consultant (Korn Ferry), stockholder engagement, and a view that the structure balances short-term remediation priorities with long-term shareholder alignment. The advisory nature of the vote means it is non-binding, but the Board commits to consider stockholder feedback; historically the Company has held annual say-on-pay votes and uses results and engagement input to inform compensation decisions. Given recent operational underperformance, the proposal represents management’s effort to secure stockholder endorsement of an incentive framework intended to drive execution, align management with stockholder returns over time, and retain key leaders during a turnaround.

This non-binding frequency proposal asks stockholders to indicate how often the Company should present advisory Say‑on‑Pay votes to stockholders (options: one year, two years, three years, or abstain). Management and the Board advocate for an annual frequency, arguing that yearly votes provide the most regular and direct mechanism for stockholders to express views on executive compensation design and to hold the Board and management accountable for pay decisions in light of evolving company performance and strategic priorities. The Board’s recommendation is informed by the prior stockholder preference for annual votes, ongoing stockholder engagement, and the Company’s recent leadership and compensation changes (including new CEO and revised equity constructs) that the Board believes warrant frequent feedback. From a governance perspective, an annual vote increases transparency and allows relatively rapid response to changes in compensation programs, which is particularly relevant given the Company’s operational reset and emphasis on aligning incentives with restored profitability and stock-price performance. Opponents of annual frequency sometimes argue that multi‑year votes can better align with long-term incentive cycles and reduce administrative burden; the Company has attempted to address that concern by structuring long‑term PSUs and multi‑year equity grants while still seeking annual shareholder input on overall program design. Because the vote is advisory, stockholder outcomes will guide the Board but will not bind it; the Board states it will carefully review voting results and consider stockholder feedback in adjusting compensation practices. The proposed annual cadence should be assessed by investors in the context of Grocery Outlet’s near-term operational turnaround efforts, recent executive transitions, and the Compensation Committee’s ongoing use of external benchmarking and clawback/vesting protections to mitigate misalignment or excessive risk.