UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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Filed by a Party other than the Registrant

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SYSCO CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Sysco’s Recipe for Growth Strategy

We think of Sysco as being, in equal measure, a food sales and marketing company and a food supply chain company. To be successful in our industry, we must be equally capable of leading in both arenas. Our Recipe for Growth strategy is advancing our capabilities in supply chain and sales, further enabling our position as the global leader in food distribution. FY22 highlights include:

Leading our Industry Toward a Sustainable Future

Sysco is committed to being a sustainability leader. To ensure steady progress toward our stated goals, we’ve taken important steps to drive accountability at the highest levels of the company. Our sustainability strategy is an integral part of our Recipe for Growth business strategy, driving alignment across the organization on the importance of reaching our goals. In addition, we recently established that a portion of Sysco leaders’ incentive awards in FY23 will be tied to key initiatives related to gender representation, diverse recruiting and carbon reduction.

Sysco is defining the future of foodservice through its industry leading commitment to a science-based target to reduce our greenhouse gas emissions, announced in November 2021. We also announced our plan to purchase nearly 800 electric trucks and are piloting an electric refrigerated trailer. Together, we expect these initiatives will ultimately result in our ability to make deliveries to our customers in fully electric vehicles, reducing both carbon and noise pollution.

Progress toward reaching our Global Good Goal to donate $500 million worth of goods and services across our global communities by 2025 also advanced this year. We launched a global volunteer recognition program, donated millions of meals to support the global communities where we operate and, through our Nourishing Neighbors program, we pledged to donate $1 million to Feeding America.

We continue to prioritize our efforts to advance diversity, equity and inclusion at Sysco. During FY22, we added three new members to our Board of Directors. In total, 36% of our Board is gender or ethnically diverse. Our Global DEI Council finalized our DEI framework and key initial priorities for FY23, and we also launched new efforts to increase our purchases from diverse suppliers, including developing a diverse supplier mentorship program.

While we are closely monitoring macroeconomic pressures across the globe, we’re upbeat about our business and prepared to navigate another dynamic year ahead, so that we can deliver market share gains and profitable growth in FY23.

On behalf of our Board of Directors and all our Sysco associates, thank you for your continued trust and support in Sysco.

Kevin Hourican	Ed Shirley
President and Chief Executive Officer	Chairman

PROXY STATEMENT SUMMARY

This summary highlights information contained in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For complete information about Sysco’s performance, please see our Annual Report on Form 10-K for the fiscal year ended July 2, 2022.

WHEN	WHERE	RECORD DATE
Friday, November 18, 2022,	The meeting will be held virtually at	September 19, 2022
at 10:00 a.m. (Central)	virtualshareholdermeeting.com/SYY2022

At the close of business on the Record Date, there were 506,757,911 shares of Sysco Corporation Common Stock outstanding and entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share owned on the Record Date on each matter presented at the Annual Meeting.

MEETING AGENDA

The matters we will act upon at the Annual Meeting are:

BUSINESS HIGHLIGHTS

DIRECTOR NOMINEES

	Name	Age	Director since	Experience	Independent	Committee Memberships(1)	Other Public Company Boards
	Daniel J. Brutto	66	September 2016	Former President, UPS International and Senior Vice President, United Parcel Service, Inc.	Yes	CGN CSR* Executive	•   Illinois Tool Works Inc.
	Ali Dibadj	47	January 2022	Chief Executive Officer Janus Henderson Group plc	Yes	Audit CSR	•   Janus Henderson plc
	Larry C. Glasscock	74	September 2010	Former Chairman of the Board of Directors, CEO and President of WellPoint, Inc.	Yes	CLD CGN* Executive	•   Simon Property Group, Inc.
	Jill M. Golder	60	January 2022	Former Senior Vice President and Chief Financial Officer Cracker Barrell Old Country Store, Inc.	Yes	Audit Technology	•   ABM Industries, Inc.
	Bradley M. Halverson	62	September 2016	Former Group President, Financial Products and Corporate Services and Chief Financial Officer of Caterpillar Inc.	Yes	Audit* CLD Executive	•   Constellation Energy Corporation •   Lear Corporation •   Satellogic, Inc.
	John M. Hinshaw	52	April 2018	GMD Chief Operating Officer, HSBC Group Management Services, Ltd.	Yes	Audit CLD Technology
	Kevin P. Hourican	49	February 2020	President and Chief Executive Officer, Sysco Corporation	No	Executive
	Hans-Joachim Koerber	76	January 2008	Former Chairman and CEO of METRO Group (Germany)	Yes	Audit CSR	•   Eurocash SA
	Alison Kenney Paul	64	January 2022	Managing Director, Global Alliances Google, Inc.	Yes	CGN CLD
	Edward D. Shirley	65	September 2016	Chairman of the Board, Sysco Corporation	Yes	CGN CSR Executive*
	Sheila G. Talton	69	September 2017	President and Chief Executive Officer of Gray Matter Analytics	Yes	CGN CSR Technology*	•   Deere & Company •   OGE Energy Corp.

Diversity of Director Tenure, Age and Gender

INDEPENDENT DIRECTOR NOMINEE TENURE		INDEPENDENT DIRECTOR NOMINEE DIVERSITY

Director Qualifications

The Board believes every director should have one or more of the following qualifications because they are particularly relevant to the Company’s strategic priorities. These qualifications were all considered by the Board in connection with this year’s director nomination process:

Corporate Governance Facts

	Separate Chairman of the Board and CEO			Independent directors meet regularly without management present
	15-year limit on director tenure			Proxy access right
	Annual Board and committee self-evaluations			Stockholder right to call a special meeting
	Periodic 360-degree individual director performance evaluations			Significant stock ownership requirements for all directors and executive officers
	91% of the Board of Directors is independent			Single class of voting stock
	Annual election of all directors			Regular engagement with stockholders
	No director may serve on more than four other boards and no audit committee member may serve on more than two other audit committees			Majority voting standard

EXECUTIVE COMPENSATION HIGHLIGHTS

Core Principles

Fiscal 2023 Compensation Design

In response to economic uncertainty during the COVID-19 pandemic, we adjusted our incentive programs to set realistic performance targets for our NEO’s. Fiscal 2022 marked a transition back to our pre-COVID-19 pandemic compensation practices, with a heavy emphasis on pre-determined, quantifiable financial measures. For fiscal 2023, we will return to our core practices, including a full-year performance period for the short-term incentive program. Fiscal 2023 will also introduce ESG metrics in our Strategic Business Objectives that measure actions we need to take to advance our 2025 ESG goals.

Our executive compensation plans directly link a substantial portion of annual executive compensation to Sysco’s performance relative to pre-established metrics. These plans are designed to deliver highly competitive compensation for superior Company performance. Likewise, when Company performance falls short of expectations, our variable incentive programs deliver lower levels of compensation. The Compensation and Leadership Development Committee (the “CLD Committee”) tries to balance pay-for-performance objectives with retention considerations, so that, even during temporary downturns in the economy and the foodservice industry, the programs continue to ensure that qualified, successful, performance-driven employees stay committed to increasing Sysco’s long-term value. Furthermore, to attract and retain highly skilled management, our compensation program must remain competitive with those of comparable employers that compete with us for talent.

We use the following key principles as the cornerstone of Sysco’s executive compensation philosophy to attract, develop and retain business leaders to drive financial and strategic growth and build long-term stockholder value:

The fiscal 2023 compensation design included the following short and long-term pay components:

Elements of Executive Compensation

The elements of target total direct compensation for fiscal 2023 are presented below.

Element of Compensation		Objective of Each Element
	Base Salary	Provide each NEO with a fixed compensation component that reflects his or her position and responsibilities.
	Annual Incentive	Incentivize the near-term achievement of key transformational initiatives and financial goals. Promote pay for performance and provide variable rewards within a competitive range of total cash compensation.
	Restricted Stock Units	Provide a retention incentive over relevant time periods to help ensure consistency and execution of long-term strategies.
	Stock Options	Closely align the executives’ interests with those of our stockholders, with realized value based on post-grant share price appreciation.
	Performance Share Units	Closely align the NEO’s interests with those of our stockholders, with realized value based in part on post-grant share price appreciation. Enhance performance and compensation alignment by linking payouts to the achievement of Sysco’s financial goals and objectives.

Our Executive Compensation Practices

WHAT WE DO
	Pay for Performance
	Annual “Say on Pay”
	Risk Assessment
	Independent Compensation Consultant
	Clawback Policy
	Double Trigger Change in Control
	Stock Ownership Guidelines
	Review Share Utilization
	Limited Trading Windows

WHAT WE DON’T DO
	No Stock Option Reloading
	No Repricing of Underwater Stock Options
	No Excise Tax Gross-ups upon a Change in Control
	No Excessive Perquisites
	No Unearned Dividends Paid
	No Hedging by our Executive Officers, Directors or Other Specified “Insiders”

SUSTAINABILITY HIGHLIGHTS

Sysco is committed to caring for people, sourcing products responsibly, and protecting the planet. Program highlights from the last fiscal year include:

For further discussion of Sysco’s sustainability (“sustainability”) strategy and long-term goals, see our website at www.sysco.com in the “Sustainability” section.

CORPORATE GOVERNANCE

We believe good corporate governance is critical to achieving business success. To provide a general framework for the management of the Company and reflect our commitment to sound governance practices, the Board has adopted certain policies and other documents, collectively referred to in this proxy statement as our “Governance Documents.” Our Governance Documents include the following:

The Governance Documents outline the functions of the Board and each Board committee, director responsibilities, and various processes and procedures designed to ensure effective and responsive governance.

The Corporate Governance and Nominating Committee (the “Governance Committee”) regularly reviews the Governance Documents and recommends revisions, as needed, to the Board to reflect developments in the law and corporate governance practices.

The Governance Documents are available to view or download from our website at www.sysco.com under “Investors—Corporate Governance.” These documents will also be provided without charge to any stockholder, upon written request to the Corporate Secretary at Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077. The information on any website referenced in this proxy statement, including www.sysco.com, is not deemed to be part of or incorporated by reference into this proxy statement.

Governance Highlights

BOARD LEADERSHIP STRUCTURE

The Corporate Governance Guidelines provide that the roles of Chairman and CEO may be separated or combined, and the Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The Board currently believes that separating the roles of Chairman and CEO is in the best interests of Sysco and its stockholders and represents the most effective leadership structure for the Company.

Mr. Shirley has served as the Board’s independent Chairman since November 20, 2020. In his role as Chair, Mr. Shirley’s responsibilities include:

The Board regularly reviews its leadership structure, including during the Board’s annual evaluation process, to determine the most appropriate arrangement. Since the Company was founded in 1969, the Board has established a variety of Board leadership structures, including independent Board Chairs, Executive Chairs, and combined CEO/Chairs. The Board believes that the current leadership structure best enables the Board to provide effective, independent oversight of the Company.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that at least a majority of our directors meet the criteria for independence that the NYSE has established for continued listing, as well as the additional criteria set forth in the Guidelines. Additionally, we require that all members of the Audit Committee, the CLD Committee, and the Governance Committee be independent, that all members of the Audit Committee satisfy the additional requirements of the NYSE and SEC rules, and that all members of the CLD Committee satisfy the additional requirements of the NYSE.

Under the NYSE listing standards, to consider a director independent, our Board must determine that he or she has no material relationship with Sysco, other than as a director. The standards specify the criteria the Board must use to determine whether directors are independent and contain guidelines regarding directors and their immediate family members with respect to employment or affiliation with Sysco or its independent registered public accounting firm.

To assist the Board in determining director independence, our Corporate Governance Guidelines provide that the following relationships will not impair a director’s independence:

The Board has reviewed all relevant relationships between those individuals who served as a director at any time during fiscal 2022 (and those who are nominated for election at the Annual Meeting) and Sysco. The relationships reviewed included any described below under “Certain Relationships and Related Person Transactions,” and several relationships that did not automatically impair independence under the NYSE standards or our Corporate Governance Guidelines, either because of the type of affiliation between the director and the other entity or because the amounts involved did not meet the applicable thresholds.

These additional relationships included the following, which were considered by the Board at the time it made its independence determinations: (for purposes of this section, the terms “Sysco,”“we,”“us” and “our” include our operating companies.)

After reviewing this information, the Board has determined that no Board nominee, other than Mr. Hourican, has a material relationship with Sysco and that all nominees, other than Mr. Hourican, are independent under the NYSE standards and the categorical standards set forth in our Corporate Governance Guidelines.

The Board also determined that Mr. Cassaday, who will retire from Board effective November 18, 2022, Messrs. Frank and Peltz, who resigned from the Board effective August 20, 2021, and Ms. Lundquist, who resigned from the Board effective February 28, 2022, were independent during the time they served.

The Board has also determined that each member of the Audit Committee, CLD Committee and Governance Committee is independent. Our Corporate Governance Guidelines also provide that no independent director who is a member of the Audit, CLD or Governance Committees may receive any compensation from Sysco, other than in his or her capacity as a non-employee director or committee member. The Board has determined that no non-employee director received any compensation from Sysco at any time since the beginning of fiscal 2022, other than in his or her capacity as a non-employee director, committee member, committee chairman or Chairman of the Board.

BOARD COMMITTEES

The Board has six standing committees: Audit Committee, Compensation and Leadership Development Committee (the “CLD Committee”), Corporate Governance and Nominating Committee (the “Governance Committee”), Corporate Social Responsibility Committee (the “CSR Committee”), Technology Committee, and Executive Committee. The written charters for all six committees are published on our website (www.sysco.com) under “Investors — Corporate Governance.” The current membership and primary responsibilities of the committees are summarized below.

BOARD MEETINGS

During fiscal 2022, the Board held seven meetings, including four regular meetings and three special meetings, and committees of the Board held a total of 30 meetings. Overall attendance at such meetings was approximately 97.2%. Each director attended at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served during fiscal 2022.

The independent directors meet regularly in executive session without the CEO or any other member of management present. In fiscal 2022, the independent directors met in executive session four times. Mr. Shirley presided over these sessions.

It is the Board’s policy that directors attend the Annual Meeting, to the extent practicable. Nine directors, representing 90% of the full Board, attended the 2021 Annual Meeting of Stockholders.

ANNUAL BOARD SELF-EVALUATION

Every year, the Board conducts a self-evaluation to determine whether the Board and its committees are functioning effectively. The Chairman of the Board and the Chairman of the Governance Committee led a discussion of the Board’s performance in executive session.

In addition, each Board committee conducts a self-evaluation of its performance, focused on the committee’s key responsibilities. As part of the evaluation process, each director completes a committee self-evaluation questionnaire developed by the Governance Committee. This year, the questionnaire responses were compiled and reviewed by internal legal counsel. Each committee chairperson received a summary of the responses, without attribution. The committees all reviewed feedback from their self-evaluations, as did the full Board. Key learnings from the Board and committee self-evaluations play an important role in informing the Board’s approach to refreshment and succession planning.

For the past five years, the Board’s self-evaluation process has been enhanced to include periodic “360 degree” individual director performance reviews, which involve a confidential evaluation of the performance of directors selected by the Governance Committee by each of the other directors, key members of senior management, and representatives of certain independent, third-party firms that routinely interact with the directors assessed. An independent, third-party corporate governance firm compiles and communicates to the directors assessed the feedback from these reviews.

RISK OVERSIGHT

The Board’s committees help oversee the enterprise risk management process within their respective areas of authority.

The Chairman of the Board coordinates the flow of information regarding enterprise risk oversight from each committee to the independent directors and participates in the review of the agenda for each Board and committee meeting. As the areas of oversight among committees sometimes overlap, committees may hold joint meetings when appropriate and address certain enterprise risk oversight issues at the full Board level. The Board considers enterprise risk in evaluating the Company’s strategy, including specific strategic and emerging risks. The Board also monitors any specific enterprise risks for which it has chosen to retain oversight, such as risks related to competitive threats, senior leadership succession planning, and business continuity.

BOARD OF DIRECTORS MATTERS

BOARD REFRESHMENT AND DIRECTOR ORIENTATION AND EDUCATION

Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors collectively have the skills, experience, and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities. In order to promote thoughtful Board refreshment, in 2016 our Board adopted a Board refreshment plan, pursuant to which the Board has elected most of the current independent, non-employee directors. The Governance Committee is responsible for developing a succession plan for the Board and making recommendations to the Board regarding director succession.

Director Recruitment

Since the adoption of our Board refreshment plan in 2016, our Board has periodically engaged the services of third-party search firms to assist with identifying and recruiting appropriate director candidates. In 2021, the Governance Committee again engaged the services of a third-party search firm to identify candidates possessing the skills, experience and other qualifications in the context of the Board’s composition and the Company’s strategic priorities. Following consideration of the candidates presented, and in each case upon the unanimous recommendation of the Governance Committee, the Board appointed three new independent, non-employee directors, effective January 1, 2022: Mses. Golder and Paul and Mr. Dibadj. As our incumbent directors retire from the Board from time to time, we will continue our director recruitment efforts to help ensure that the size of the Board may be maintained at an appropriate level.

Director Tenure Policy

Our director tenure policy provides that no non-employee director who will have served on the Board for 15 years as of the date of a Board election can be nominated for election or re-election. Since we adopted this policy in 2016, the average tenure of our independent directors has declined from 9 years to 5 years.

Director Orientation and Continuing Education

All new directors participate in the Company’s Orientation Program, which is conducted within six months of the meeting at which new directors are elected. This orientation includes presentations by senior management that familiarize new directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its ethics and compliance program, its Global Code of Conduct, its principal officers, and its internal and independent auditors. In addition, the Orientation Program includes visits to Company’s headquarters and to at least one of the Company’s significant operating companies.

The Company may develop continuing education programs sponsored by the Company from time to time, including programs addressing legal, financial, regulatory and industry specific topics. In addition, we encourage directors to attend director education seminars at the Company’s expense. The Board recommends that directors use their reasonable best efforts to complete eight hours of director education seminars every two years.

ELECTION OF DIRECTORS

Election Requirements

The Company’s bylaws provide for majority voting in uncontested director elections, meaning that, the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Company does not permit cumulative voting. Any incumbent director who is not re-elected in an uncontested election is required to tender a resignation to the Governance Committee. The Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board must act on the recommendation within 120 days following certification of the stockholders’ vote and will promptly disclose its decision regarding whether to accept the director’s resignation offer. The director who tenders a resignation may not participate in these deliberations of the Governance Committee or the Board. In contested elections, where there are more nominees than seats on the Board, directors are elected by a plurality vote, meaning that the nominees who receive the most votes of all the votes cast for directors will be elected.

How We Select Directors

The Governance Committee is responsible for identifying and evaluating candidates for election to Sysco’s Board of Directors.

Director Candidates Identified by the Board and Management

In identifying candidates for election to the Board, the Governance Committee will determine which of the incumbent directors has an interest in being nominated for re-election at the next annual meeting of stockholders. The Governance Committee will also identify and evaluate new candidates for election to the Board for the purpose of filling vacancies. To that end, the Governance Committee generally engages a professional search firm to assist in identifying qualified candidates and may solicit recommendations for nominees from people that the Governance Committee believes are likely to be familiar with qualified candidates, including current members of the Board and Sysco’s management. When engaging a search firm, the Governance Committee will determine its fees and scope of engagement.

Director Candidates Recommended by Stockholders

The Governance Committee will consider candidates recommended by stockholders, and will evaluate such candidates using the same criteria it uses to evaluate other candidates from other sources. Stockholders can recommend individuals for consideration by the Governance Committee by writing to the Corporate Secretary, 1390 Enclave Parkway, Houston, Texas 77077, and including the following information:

The Governance Committee will consider, in advance of Sysco’s next annual meeting of stockholders, all director candidate recommendations submitted by May 1, 2023.

In addition, if we receive by June 8, 2023, a recommendation of a director candidate from one or more stockholders who have beneficially owned at least 5% of our outstanding Common Stock for at least one year, then we will disclose in our next proxy materials relating to the election of directors the identity of the candidate, the identity of the nominating stockholder(s) and whether the Governance Committee determined to nominate such candidate for election to the Board. However, we will not provide this disclosure without first obtaining written consent from both the nominating stockholder and the proposed candidate. The Governance Committee has not received any recommendations for director nominees for election at the Annual Meeting from any Sysco stockholders beneficially owning at least 5% of Sysco’s outstanding Common Stock.

Proxy Access Director Candidates

Our “proxy access” bylaw provisions permit an eligible stockholder (or a group of up to 20 eligible stockholders), who have continuously owned, for a period of three years, at least 3% of the aggregate of our outstanding Common Stock, to nominate a number of director nominees equal to the greater of 20% (rounded down) of the total number of directors constituting our Board or two directors. These nominees will be included in our proxy statement for the relevant annual stockholders meeting if the nominating stockholder(s) and the respective nominee(s) comply with all applicable eligibility, procedural and disclosure requirements set forth in our bylaws.

How We Evaluate Director Candidates

In evaluating all incumbent and new director candidate’s that the Governance Committee determines merit consideration, the Governance Committee will:

In its discretion, the Governance Committee may designate one or more of its members, or the entire Governance Committee, to interview any proposed candidate. Based on all available information and relevant considerations, the Governance Committee will recommend to the full Board for nomination those candidates who, in the judgment of the Governance Committee, are most appropriate for membership on the Board based on each candidate’s characteristics, skills and qualifications.

Diversity

Sysco aspires to create a global culture that is decidedly diverse, equitable and inclusive – one where we foster belonging as we care for one another and connect the world through food and trusted partnerships. We believe in the tangible, measurable benefits of diversity, equity and inclusion (“DEI”), and we are committed to embedding these principles into all facets of our business. Consistent with this commitment, the Board values all dimensions of diversity among nominees. We know that differences in background and professional and life experiences yield innovation, enhanced perspective, and higher-quality decision-making. With this in mind, three of our Board nominees are women, two are ethnic minorities, and one is from outside the United States.

DEI Highlights

While diversity, equity and inclusion are not new concepts at Sysco, we have intentionally and thoughtfully accelerated our focus on these principles.

Highlights from the last fiscal year include:

WORKFORCE	WORKPLACE	MARKETPLACE

Director Qualifications and Board Succession

The Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite characteristics, skills and qualifications that directors and director candidates should possess individually and in the broader context of the Board’s overall composition and the Company’s business and structure. This review includes consideration of diversity, skills, experience, time available and the number of other boards for which the individual serves as a director, and such other criteria as the Governance Committee determines to be relevant at the time. The Governance Committee is responsible for developing a succession plan for the Board and making recommendations to the Board regarding director succession.

Key Characteristics of All Nominees

Each director nominee should demonstrate and possess all of the following characteristics:

Director Qualifications

The Board, as recommended by the Governance Committee, has determined that the qualifications described below are the qualifications most significant for the Board to possess, collectively, to guide management in the achievement of the Company’s strategic priorities.

The table below shows how these qualifications are distributed among our current directors. The priorities and emphasis of the Governance Committee and of the Board with regard to these qualifications will change from time to time as the Company’s strategic priorities and the composition of the Board evolve.

Director Qualifications

Mr. Brutto

Mr. Dibadj

Mr. Glasscock

Ms. Golder

Mr. Halverson

Mr. Hinshaw

Mr. Hourican

Dr. Koerber

Ms. Paul

Mr. Shirley

Ms. Talton

Accounting/Audit/Financial Reporting

Business Operations

Distribution/Supply Chain

Executive Leadership/Management

Finance

Foodservice Industry Experience

HR/Human Capital Management/Large Workforce

International/Global

M&A/Integration

Marketing/Sales/Merchandising

Public Company Board Service

Risk Oversight/Management

Strategy Development

Sustainability/ESG

Digital Technology/Cybersecurity

Nominees

The Board of Directors has nominated the eleven individuals identified below for election as directors to serve for one-year terms or until their successors are elected and qualified. Each of the nominees is currently serving as a director of Sysco and has consented to serve another term if elected. The Board believes the nominees’ combined qualifications, skills, and experience contribute to an effective and well-functioning Board.

Although management does not contemplate the possibility, if any nominee becomes unable to serve as a director before the Annual Meeting, the proxies will vote for any nominee designated by the present Board fill the vacancy.

Board Recommendation

The Board of Directors unanimously recommends a vote “FOR” each of the nominees.

NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING:

How to Contact the Board

Stockholders and other interested parties may communicate with the Chairman of the Board, the independent directors as a group, and the other individual members of the Board by confidential online submission or by mail. All appropriate correspondence will be delivered to the parties to whom they are addressed. Items unrelated to the duties and responsibilities of the Board, such as product inquiries and complaints, job inquiries, business solicitations, and junk mail will not be forwarded. You may access the form to communicate by confidential online submission on Sysco’s website (www.sysco.com) under “Investors — Corporate Governance — Contact the Board.” You can contact any of our directors by mail in care of the Corporate Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas 77077.

DIRECTOR COMPENSATION

Overview of Non-Employee Director Compensation

Semler Brossy Consulting Group LLC (“Semler Brossy”) advised the Governance Committee with respect to non-employee director compensation. At the Governance Committee’s request, Semler Brossy provided data regarding the amounts and types of compensation paid to non-employee directors at the companies in Sysco’s peer group and identified trends in director compensation. All decisions regarding non-employee director compensation are recommended by the Governance Committee and approved by the Board. In addition to providing background information and written materials, Semler Brossy representatives attended meetings when the Chair of the Governance Committee believed their expertise would be beneficial to the committee’s discussions.

Sysco uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. Directors who are also Sysco employees, such as Mr. Hourican, do not receive additional compensation for serving on the Board or any of its committees.

Non-employee directors receive the following amounts:

See “Equity-Based Awards to Non-Employee Directors” below for a description of the plan under which the restricted stock was granted, and the “Fiscal 2022 Director Compensation” table below for detailed compensation information for fiscal 2022 for each person who served as a non-employee director.

Reimbursement of Expenses

Non-employee directors are entitled to reimbursement of expenses related to their service as a director, including committee participation or special assignments. Travel reimbursements may include reimbursement of a portion of the cost of non-commercial air travel in connection with Sysco business, subject to specified maximums. Non-employee directors may not be reimbursed for amounts related to the purchase price of an aircraft or fractional interest in an aircraft, and any portion of the reimbursement that relates to insurance, maintenance and other non-incremental costs is subject to an annual cap. Non-employee directors also receive discounts on products carried by the Company and its subsidiaries comparable to the discounts offered to all Sysco employees.

Directors Deferred Compensation Plan

Non-employee directors may defer all or a portion of their annual retainer, including additional fees paid to committee chairpersons and the Chairman of the Board, under the Directors Deferred Compensation Plan. Non-employee directors may choose from several investment options. We credit such deferred amounts with investment gains or losses until the non-employee director retires from the Board or until the occurrence of certain other events.

Equity-Based Awards to Non-Employee Directors

As of September 19, 2022, the non-employee directors held shares of restricted stock and elected shares (as described below), all of which were issued under the Sysco Corporation 2018 Omnibus Incentive Plan, which we refer to as the “2018 Omnibus Incentive Plan.” Below is a description of the relevant provisions of the 2018 Omnibus Incentive Plan.

Election to Receive a Portion of the Annual Retainer in Common Stock

Under the 2018 Omnibus Incentive Plan, a non-employee director may elect to receive between 10% and 100% (in 10% increments) of his or her annual retainer fee, including any additional retainer paid to the Chairman of the Board and the committee chairpersons, in Common Stock rather than in cash. During fiscal 2022, if a director made this election, on the date that we made each quarterly payment of the annual retainer fees, we credited the director’s stock account with the number of shares of Common Stock that the director could have purchased with the portion of the cash retainer that the director chose to receive in stock, assuming a purchase price equal to the closing price of a share of Common Stock on the last business day before that date. We refer to the shares credited in this manner as “elected shares.” The elected shares vest as soon as they are credited to the director’s account, but we do not issue them until the end of the calendar year.

Annual Awards of Restricted Stock

Pursuant to the 2018 Omnibus Incentive Plan, the Board may grant to non-employee directors, among other things, shares of restricted stock, in the amounts and on such terms as it determines, but no such grant may vest earlier than one year following the grant date. A restricted stock award is denominated in shares of Common Stock and is subject to transfer restrictions and the possibility of forfeiture. The equity grant to the non-employee directors for fiscal 2022 was issued in November 2021.

If a director leaves the Board after serving his or her term, or for any reason after reaching age 71, his or her restricted stock will remain outstanding and continue to vest as originally scheduled. All unvested restricted stock will automatically vest upon a director’s death. A director who ceases to serve as a director of Sysco under any other circumstances will forfeit his or her unvested restricted stock.

Deferral of Shares

A non-employee director may elect to defer receipt of any or all shares of Common Stock issued under the 2018 Omnibus Incentive Plan, whether such shares are to be issued as a grant of restricted stock or as elected shares. Generally, the receipt of Common Stock may be deferred until the earliest to occur of the death of the non-employee director, the date on which the non-employee director ceases to be a director of the Company, or a change of control of Sysco. All such deferral elections must be made in accordance with the terms and conditions set forth in Sysco’s 2009 Board of Directors Stock Deferral Plan.

Change in Control

Under the 2018 Omnibus Incentive Plan and the applicable grant agreements, any unvested awards of restricted stock will vest immediately upon the occurrence of certain terminations of service within the 24-month period following a specified change in control.

Stock Ownership Guidelines

To align the interests of our directors with those of our stockholders, the Board concluded that our directors should have a significant financial stake in Common Stock. To further that goal, we maintain stock ownership guidelines for members of the Board.

The Corporate Governance Guidelines provide that a non-employee director who has served for five years is expected to have attained and, thereafter, to continuously maintain, minimum ownership of Common Stock equal in value to five times the annual base retainer. The shares counted towards this ownership requirement include (i) elected shares, (ii) vested Share Units (as defined in the 2009 Board of Directors Stock Deferral Plan) held by a non-employee director through the 2009 Board of Directors Stock Deferral Plan (or any successor plan thereto), (iii) shares of restricted stock held by a non-employee director that may be subject to transfer restrictions or potential clawbacks, and (iv) shares owned directly by an entity (such as a corporation or foundation) over which a non-employee director shares voting power or investment power. Shares underlying all other outstanding securities exercisable for, or convertible into, Common Stock (including options and RSUs) are not counted toward the ownership requirement.

Management provides the Board with the status of the directors’ stock ownership at all regularly-scheduled meetings to ensure compliance with these holding requirements. As of September 19, 2022, each non-employee director was in compliance with the applicable stock ownership guidelines.

Fiscal 2022 Director Compensation

The following table provides compensation information for fiscal 2022 for each of our directors who served for any part of the fiscal year, other than Mr. Hourican, whose compensation for services as an officer is disclosed in the Summary Compensation Table on page 64:

The unvested stock awards for each non-employee director listed in the table immediately above relate to restricted stock awards granted in November 2021 that vest in November 2022.

Mr. Hourican did not receive any compensation for his fiscal 2022 Board service, other than the compensation for services as an employee that is disclosed elsewhere in this proxy statement. See “Executive Compensation – Summary Compensation Table” for details regarding the executive officer compensation earned by Mr. Hourican for fiscal 2022.

Certain Relationships and Related Person Transactions

Related Person Transactions Policies and Procedures

The Board has adopted written policies and procedures for review and approval or ratification of transactions with related persons. These policies apply to Sysco directors, director nominees, executive officers, beneficial owners of more than five percent of our stock, and any immediate family members of any of these persons.

We follow the policies and procedures below for any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which Sysco was or is to be a participant, the amount involved exceeds $100,000, and a related person had or will have a direct or indirect material interest. Among other situations, these policies specifically apply to purchases of goods or services by or from a related person or an entity in which a related person has a material interest, indebtedness, guarantees of indebtedness, and employment by Sysco of a related person. The Board has determined that the following do not create a material direct or indirect interest on behalf of the related person, and are therefore not related person transactions to which these policies and procedures apply:

Any of our employees, officers, or directors who have knowledge of a proposed related person transaction must report the transaction to our chief legal officer. Whenever practicable, before the transaction becomes effective or is consummated, the proposed transaction will be reviewed and approved by the Board or, pursuant to authority delegated by the Board, by the Chair of the Governance Committee, if the aggregate amount involved is expected to be less than $200,000, or the entire Governance Committee, if the aggregate amount involved is expected to be less than $500,000. If a potential related person transaction is entered into without such prior approval, the Governance Committee will review and recommend to the Board, and the Board will determine, in its discretion, whether to ratify the transaction.

During the first quarter of each fiscal year, the Governance Committee and the Board will review any related person transaction that was previously approved and is ongoing to:

Our Related Persons Transaction Policy sets forth the process for reviewing proposed transactions, the information that must be considered, and the standard for approval or ratification.

Transactions with Related Persons

The Governance Committee and the Board reviewed all transactions since July 4, 2021 involving a “related person” identified in the annual questionnaire responses or otherwise known to the Board or the Company and determined that none of the transactions was required to be disclosed as a related person transaction pursuant to the SEC’s rules.

CORPORATE SOCIAL RESPONSIBILITY

2021 Shareholder Proposal – Greenhouse gas Targets

At our 2021 annual meetings, our stockholders approved a proposal requesting that Sysco “issue a report within a year, and annually thereafter, at reasonable expense and excluding confidential information, disclosing short, medium, and long term greenhouse gas targets aligned with the Paris Agreement’s goal of maintaining global temperature rise at 1.5 degrees Celsius, and progress made in achieving them. This reporting should cover the Company’s full scope of operational and product related emissions.” Consistent with our commitment in the Company’s 2021 proxy statement, Sysco has substantially implemented this proposal through its announcement in November 2021 of an ambitious, industry-leading climate goal to reduce emissions across its global operations and the company’s entire value chain. Sysco’s science-based emissions reduction target aims to reduce its Scope 1 and 2 emissions by 27.5% by 2030 and to ensure that suppliers covering 67% of Sysco’s Scope 3 emissions establish science-based targets by 2026.

As a demonstration of the continued importance of this space, the Company added Environmental, Social, and Governance (ESG) metrics to executive compensation for FY2023.

For further discussion of Sysco’s sustainability (“sustainability”) strategy and long-term goals, see our website at www.sysco.com in the “Sustainability” section.

Code Of Conduct

Our Global Code of Conduct (the “Code”) is guided by our values and expectations which we believe are important to delivering exceptional service with the highest degree of integrity. We require all of our directors, officers and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, to understand and abide by the Code, as it represents our commitment to continuously deliver excellence with integrity by conducting our business in accordance with the highest standards of moral and ethical behavior in accordance with our values: Integrity, Excellence, Teamwork, Inclusiveness, Responsibility.

Our Global Code of Conduct addresses the following, among other topics:

Our Code, which is reviewed periodically by our Governance Committee, requires strict adherence to all laws and regulations applicable to our business and requires employees to report any violations or suspected violations of the Code. We have published the Code on our website in the Overview section under “Investors—Corporate Governance” at www.sysco.com. We intend to disclose any future amendments to or waivers of our Code on our website at www.sysco.com under the heading “Investors—Corporate Governance.”

Reporting a Concern or Violation

Our Code explains that there are multiple channels for an employee to report a concern, including to an associate’s manager, a human resource professional, our Legal or Ethics and Compliance department, or to the Sysco Ethics Line. Our Ethics Line is available 24 hours a day, seven days a week, 365 days a year, worldwide, to receive calls or web submissions from anyone wishing to report a concern or complaint, anonymous or otherwise. Our Ethics Line contact information can be found on our website at www.sysco.com under the heading “About Sysco – The Sysco Story – Sysco Global Code of Conduct.”

Any report to any one of our multiple channels for reporting concerns that raises a concern or allegation of impropriety relating to our accounting, internal controls or other financial or audit matters is forwarded to our Senior Vice President, Legal, General Counsel and Corporate Secretary, who is then responsible for reporting such matters to the Chair of our Audit Committee. All such matters are investigated and responded to in accordance with the procedures established by the Audit Committee to ensure compliance with the Sarbanes-Oxley Act of 2002.

EXECUTIVE OFFICERS

The following individuals, other than Mr. Ørting, currently serve as executive officers of Sysco. Additional biographical information concerning these officers is provided below (other than Mr. Hourican, whose biographical information is provided under “Board of Directors Matters—Board Composition” above).

Management Development and Succession Planning

On an ongoing basis, the Board plans for succession to the position of CEO and other key management positions. The Governance Committee is responsible for reviewing and recommending to the Board all key management appointments at or above senior vice president. To assist the Board, the CEO periodically assesses the senior executives and their potential to succeed to the position of CEO, and provides the Board with an assessment of potential successors to other key positions. On an annual basis, the Board and the CLD Committee engage in discussions with management regarding increasing the diversity of Sysco’s executive management team. Management development and succession planning remained top priorities of executive management and the Board during fiscal 2022.

STOCK OWNERSHIP

Security Ownership of Officers and Directors

The following table sets forth certain information with respect to the beneficial ownership of Sysco’s Common Stock, as of September 19, 2022, by (i) each current director and director nominee, (ii) each NEO (as defined under “Compensation Discussion and Analysis”), and (iii) all current directors and executive officers as a group. Unless otherwise indicated, each stockholder identified in the table has sole voting and investment power with respect to his or her shares. Fractional shares have been rounded to the nearest whole share.

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning beneficial ownership of our Common Stock by persons or groups known to us to be beneficial owners of more than 5% of our Common Stock outstanding as of September 19, 2022. The applicable percentage of beneficial ownership is based on 506,757,911 shares outstanding as of September 19, 2022.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers and directors and any persons holding more than 10% of our Common Stock are required to file with the SEC and the NYSE reports of initial ownership and changes in ownership of our Common Stock. To our knowledge, no person beneficially owns more than 10% of our Common Stock. Copies of the Section 16 reports filed by our directors and executive officers are required to be furnished to us. Based solely on our review of the copies of the reports furnished to us, or written representations that no reports were required, we believe that, during fiscal 2022, all of our executive officers and directors complied with the Section 16(a) requirements, except that, due to an inadvertent administrative error on the part of our stock plan administrator, a late Form 4 was filed on behalf of Cathy Marie Robinson to report a purchase of Sysco’s Common Stock on December 16, 2021 and January 19, 2022 and a late Form 4 was filed on behalf of Judith S. Sansone to report shares withheld for the payment of taxes upon vesting of her restricted stock units on December 1, 2021.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information regarding equity compensation plans as of July 2, 2022.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (ITEM 2)

We are seeking a non-binding, advisory vote approving the compensation of our named executive officers, as disclosed in this Proxy Statement, as required by Section 14A and Rule 14a-21(a) of the Securities Exchange Act of 1934. This is commonly referred to as a “Say on Pay” vote because it gives shareholders an opportunity to provide their input regarding our pay practices, and we view this vote as a meaningful opportunity to gauge shareholder approval on an annual basis of our executive compensation programs.

Our executive compensation programs are designed to attract, retain, and incentivize highly talented individuals who are committed to driving Sysco’s vision and strategy. We strive to link executives’ pay to their performance and their advancement of Sysco’s overall performance and business strategies, while also aligning executives’ interests with those of our stockholders. We also aim to encourage high-performing executives to drive long-term results and to remain with Sysco over the course of their careers. We believe the amount of compensation for each named executive officer reflects their extensive management experience, continued high performance, and exceptional service to Sysco and our stockholders.

Regardless of the outcome of this “Say on Pay” vote, Sysco welcomes input from its stockholders regarding executive compensation and other matters related to our success. Given the information provided in this proxy statement, the Board of Directors asks you to approve the following advisory resolution:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.

Board Recommendation

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation paid to Sysco’s named executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis focuses on how our executive officers listed in the Summary Compensation Table (our “NEOs”) were compensated for fiscal year 2022 (July 4, 2021 through July 2, 2022) and how their fiscal year 2022 compensation aligned with our pay for performance philosophy. For fiscal year 2022, our NEOs were:

Kevin P. Hourican		Aaron E. Alt		Greg D. Bertrand		Tim Ørting Jørgensen*		Thomas R. Peck, Jr.		Judith S. Sansone
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer		Executive Vice President, U.S. Foodservice Operations		Former Executive Vice President and President, Foodservice Operations, International		Executive Vice President, Chief Information and Digital Officer		Executive Vice President and Chief Commercial Officer

EXECUTIVE SUMMARY

The primary objective of our executive compensation programs is to link executives’ pay to their performance and their advancement of our annual and long-term business strategies. We also believe the amount of compensation paid to the NEOs reflects their extensive management experience, high performance, and exceptional service to Sysco and our stockholders. We believe our compensation strategies have been effective in attracting executive talent and promoting performance and retention.

Key Business Results

Our fiscal year 2022 financial results were strong, reflecting growth in sales, effective management of inflation and improved profitability. We are proud to have been able to achieve these financial results even though there have been a number of unanticipated challenges, including a shortage of qualified labor and increases in labor costs, continued economic uncertainty from the COVID-19 pandemic, increases in fuel costs, and changes in consumer eating habits.

We achieved an all-time record for annual sales of $68.6 billion and grew our business more than 1.3 times the industry, which exceeded our stated goal of 1.2 times the industry. We continue to benefit from the scale of our operations, our diversification as the industry leader across customer types, product categories and geographies and our strong balance sheet. While investing heavily against our long-term growth through organic and inorganic efforts, we also returned $1.5 billion to shareholders, through $500 million of share repurchases and $959 million of dividend payments.

SYSCO CORPORATION // 2022 Proxy Statement

44

Say on Pay – Stockholder Feedback

At last year’s Annual Meeting, 61.55% of the shares that voted with respect to our “Say on Pay” proposal (excluding abstentions) voted “FOR” the proposal. This was a disappointing outcome after several years of substantial stockholder support of our pay for performance philosophy.

Historical Say on Pay Votes

During fiscal year 2022, we continued our stockholder engagement and met with stockholders that represented approximately 43% of our outstanding shares. Our discussions primarily centered around feedback on “Say on Pay,” but included collaborative discussions about our executive compensation programs, human capital management and Board composition. Specifically, the stockholders shared their preference for clear, quantifiable pre-established metrics tied to our stated financial goals and were focused on our intention to incorporate ESG metrics into our executive compensation programs. Stockholders did not share any lingering concerns following our 2021 “Say on Pay” vote. We are committed to continuing the dialogue with stockholders regarding our compensation philosophy and practices and considered the Say on Pay vote results and investor feedback in the context of designing our executive compensation programs for fiscal year 2023.

The key changes made to fiscal year 2023 executive compensation programs, are as follows:

In addition to our annual “Say on Pay” vote and our stockholder engagement efforts, stockholders are invited to express their views to the CLD Committee as described above under the heading “Board Composition—How to Contact the Board.”

Our Executive Compensation Best Practices

We have strong executive compensation practices that are regularly reviewed as a result of stockholder engagement, recommendations by our independent compensation consultant and evolving pay for performance best practices.

WHAT WE DO
	Pay for performance – Link a significant percentage of total compensation to individual and company-wide performance—aligning annual and long-term incentive (“LTI”) awards with performance-based metrics.
	Annual “Say on Pay” – Seek an advisory vote from stockholders on our executive compensation programs on an annual basis.
	Risk assessment – A risk assessment of our executive compensation programs is performed on an annual basis to identify plans or practices that may encourage employees to take unnecessary or excessive risk.
	Independent compensation consultant – The CLD Committee selects and engages its own independent compensation consultant to advise on our executive compensation practices.
	Clawback policy – The CLD Committee has authority to recoup or cancel annual and LTI awards, paid or payable, to NEOs for financial restatement or misconduct as described in the “Executive Compensation Clawbacks” section below.
	Double trigger change-in-control – LTI awards include a double-trigger that requires both a change in control and an involuntary termination within 24 months for awards to vest.
	Stock ownership guidelines – Require stock ownership equal to 7x base salary for CEO, 4x base salary for executive vice presidents, 2x base salary for senior vice presidents and 5x annual cash retainer for our directors.
	Review share utilization – Evaluate overhang levels (i.e., the dilutive impact of equity compensation on our stockholders) and annual run rates (i.e., the aggregate shares awarded as a percentage of total outstanding shares).
	Limited trading windows – Require our NEOs to conduct all transactions in shares of Sysco Common Stock through pre-approved Rule 10b5-1 trading plans.
	Seek Stockholder Input – Regularly communicate with our stockholders and consider their input when designing and implementing executive compensation programs.
WHAT WE DON’T DO
	No stock option reloading.
	No repricing of underwater stock options.
	No tax gross-ups for financial planning or loss on sale of home in connection with a relocation.
	No excise tax gross-ups upon a change in control.
	No unearned dividends paid. Pay dividend equivalents on our Performance Share Units (‘PSUs”) and Restricted Stock Units (“RSUs”) only if and when the underlying awards are earned and delivered.
	No excessive perqusites.
	No stock hedging or pledging by our NEOs, directors, or other specified “insiders.”

PHILOSOPHY OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation philosophy is focused on attracting, retaining, and incentivizing highly talented individuals who are committed to driving Sysco’s vision and strategy. Our executive compensation programs are designed to directly link executives’ pay to their performance and to align executives’ interests with those of our stockholders. These programs deliver highly competitive compensation for superior company performance. Likewise, when our performance falls short of expectations, the executive compensation programs deliver lower levels of compensation. However, the CLD Committee tries to balance pay-for-performance objectives with retention considerations, so that, even during temporary downturns in the economy and the foodservice industry, the programs continue to ensure that qualified, successful, performance-driven employees stay committed to increasing our long-term value. Furthermore, to attract, retain, and incentivize highly skilled management, our executive compensation programs must remain competitive with those of comparable employers who compete with us for talent.

Pay for Performance – Fiscal Year 2022

In July 2021, the CLD Committee established the executive compensation program for fiscal year 2022. The continuing uncertainties in our business arising from the impact of the COVID-19 pandemic made it impracticable to establish realistic financial goals for a full 12-month period. In light of these extraordinary circumstances, the CLD Committee adopted a transitional approach to executive compensation for fiscal year 2022, similar to the approach used in fiscal year 2021, recognizing that Sysco’s historical management incentive pay practices were ill-suited to the uncertain market environment, especially for the STIP.

Short-Term Incentive Program: The STIP for fiscal year 2022, was divided into two, six-month performance periods. A portion of the incentive opportunity for each six-month performance period was tied to financial, operational, and strategic business objectives (“SBOs”), which differed from the annual incentives awarded in previous fiscal years.

Long-Term Incentive Program: LTI awards included a mix of: (i) PSUs with a three-year performance period aligned with the achievement of targeted market share growth in U.S. markets (measured by total U.S. sales) and earnings per share; (ii) stock options; and (iii) RSUs.

Semler Brossy, the independent compensation consultant engaged by the CLD Committee, confirmed that a transitional approach was reasonable in light of (i) the continued uncertainty in our markets during fiscal year 2022 and (ii) the use of largely objective measures to evaluate non-financial operational performance and SBOs during the fiscal year.

HOW EXECUTIVE PAY IS ESTABLISHED

The CLD Committee, in consultation with Semler Brossy, focuses on ensuring that our executive compensation programs reinforce our pay for performance philosophy and enhance stockholder value. The CLD Committee has determined that Semler Brossy is independent from Sysco and that no conflicts of interest exist related to their services provided to the CLD Committee. Other than with respect to Semler Brossy’s role in advising the CLD Committee and advising the Governance Committee with respect to non-employee director compensation, Semler Brossy did not perform any other services for Sysco. Semler Brossy is an independent consultant with responsibility for reporting directly and exclusively to the CLD Committee and the Governance Committee. Additionally, Semler Brossy has policies and procedures in place to prevent conflicts of interest. The fees Semler Brossy received from Sysco during fiscal year 2022 represented less than 2% of their total revenues.

In developing Sysco’s pay for performance policies, the CLD Committee, in collaboration with Semler Brossy and members of our Human Resources Department, evaluate base salaries, annual bonuses and long-term incentive awards compared to an executive compensation peer group, as discussed below.

CLD Committee Oversight

The CLD Committee, consisting solely of independent directors, has been delegated broad authority to oversee our executive compensation programs. The CLD Committee determines and approves all compensation of the CEO and other senior officers, including the NEOs. The CLD Committee is authorized to approve all grants of cash and equity awards under the Sysco Corporation 2018 Omnibus Incentive Plan. Further information regarding the CLD Committee’s responsibilities is found under “Corporate Governance – Board Committees” and in the CLD Committee’s Charter, available on the Sysco website at www.sysco. com under “Investors — Corporate Governance — Board of Directors & Committee Composition.”

As summarized below, the CLD Committee has several resources it considers in making decisions related to executive compensation.

Determining NEO Compensation

In developing NEO compensation recommendations for the CLD Committee, Semler Brossy conducts a benchmarking analysis and aligns its recommendations with the philosophy and core principles of our executive compensation programs. With input from Semler Brossy, HR and the CEO, the CLD Committee determines each element of compensation for the NEOs, except the CEO.

The CLD Committee, in executive session, with input from Semler Brossy, annually determines and approves each element of compensation for the CEO. The CEO is not involved in, nor present, during discussions related to his own compensation.

Executive Compensation Peer Group

The CLD Committee concluded, with input from Semler Brossy, that comparable companies with respect to executive compensation, include: (i) two U.S. public company foodservice distribution competitors, and (ii) companies in other industries whose business size and complexity are similar to ours and with which we compete for top executive talent. In particular, we look at companies in the logistics and distribution, consumer products, and retail sectors.

The CLD Committee regularly evaluates the peer group for appropriateness, applying revenue, market capitalization, and earnings before interest and taxes as the primary criteria. Following this evaluation, the CLD Committee determined that the following companies would constitute the peer group for benchmarking executive compensation decisions for fiscal year 2022 and fiscal year 2023. We refer to these companies as our “peer group” throughout this proxy statement.

The CLD Committee references the median of the peer group when making executive compensation decisions, but does not target any specific positioning relative to market for any element of compensation. Rather, the CLD Committee considers each NEO’s role, experience, and current and expected contributions, among other factors, when determining target performance levels for each element of compensation, as well as total compensation.

WHAT WE PAID

Base Salary

Base salaries are generally set at or below market-rate levels, but they may be adjusted because of merit, job responsibilities, management experience, internal pay equity, individual contributions, and/or current base salary. The table below shows the annualized salaries of each NEO for fiscal years 2021, 2022, and 2023, respectively.

Short-Term Incentive Plan

We believe in a pay for performance philosophy, and desire to implement a performance-based culture. Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan, the CLD Committee Is authorized to approve incentive awards to NEOs and other employees to motivate them in achieving key performance-based metrics. The short-term, cash-based incentive program for fiscal year 2022 (the “FY22 STIP”), was designed to provide an opportunity to receive cash compensation tied to pre-established financial measures, operational measures and certain SBOs to encourage teamwork and create an environment where employees are rewarded if Sysco achieves or exceeds pre-determined performance criteria. The operational measures and SBOs aligned to our Recipe for Growth strategic commitments and milestones. The incentive ranges (as a percentage of base salary) are designed to provide market competitive payouts for the achievement of threshold, target and maximum performance goals. The FY22 STIP was also designed to reward employees for achieving and exceeding individual performance criteria.

On account of the rapidly changing business climate due to the impact of the COVID-19 pandemic on the foodservice industry, we divided the FY22 STIP into two performance periods: July 4, 2021, to January 1, 2022 (“1H22”) and January 2, 2022, to July 2, 2022 (“2H22”), which was necessary given that financial performance metrics had become less predictable. Each performance period was independent of the other period, so that if Sysco performed extremely well (or poorly) in one performance period, the other performance period would not be affected. This gave the CLD Committee the ability to set performance goals for 2H22 depending on the state of the COVID-19 pandemic and to shift the focus to financial metrics if we were able to predict realistic and achievable goals, which we did.

Each participating NEO’s FY22 STIP incentive opportunity was targeted at a percentage of his or her annual base salary, as shown below, and the resulting incentive payout for an NEO could have been reduced to zero or increased by up to 20% (not to exceed 180% of the STIP target opportunity) based on the NEO’s individual performance during fiscal year 2022.

STIP Plan Design and Results – 1H22

In July 2021, the CLD Committee established the following 1H22 financial and operational measures and SBOs. For fiscal year 2022, financial measures were reintroduced as an important component of our STIP, and also included key growth and operational measures. The STIP opportunity for 1H22 was based 50% on financial and operational measures and 50% on SBOs. Each metric for 1H22 had a possible payout between 0% and 150%, depending on Sysco’s actual performance relative to the pre-established performance targets. Consequently, in the aggregate, the maximum 1H22 incentive opportunity under the STIP was 150% of an NEO’s target opportunity. If performance with respect to any component did not meet the threshold level, a participant did not receive any payment with respect to that component.

Financial Measures

The CLD Committee determined that sales revenue and operating income would each represent an equal portion for 1H22. Primarily, sales revenue was selected as the first financial metric since it is the key performance indicator in benchmarking growth and making long-term strategic decisions, including pricing strategies and growth projections. We also decided to use operating income as the second financial metric since it measures the profitability of our business operations and excludes “non-operating” income and expense items that are not part of our core business operations. Below sets out the achievement of threshold, target and maximum performance goals, along with our actual performance. Our results for 1H22 were mixed, but fueled by six months of exceptional market share gains, as our supply chain strength and Recipe for Growth strategy enabled us to prioritize both top-line growth and profitability improvement, while efficiently managing elevated inflation. While we exceeded target performance for sales revenue, we were below target performance for operating income.

Financial Measures(1)		Weight		Threshold (50% payout)		Target (100% payout)		Maximum (150% payout)		Results		Payout
Sales Revenue				$25.4		$29.8		$34.3		$32.77		133.4%
Operating Income				$1.08		$1.27		$1.46		$ 1.18		78.4%

Operational Measures

The CLD Committee, after extensive discussions, determined that the 1H22 operational metrics would focus on: (1) new accounts in USBL markets and the volume of sales to those new USBL accounts; (2) number of lines sold to existing USBL accounts; (3) USBL operations productivity measured by the variable operations labor cost (“VOLC”) per piece; and (4) our performance against various pre-established operational targets in selected non-U.S. markets. The CLD Committee believed at the time it established these operational metrics that they were challenging, but reasonably attainable.