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

On March 15, 2023, the Compensation and Human Capital Committee (the "CHCC") of the Board of Directors of US Foods Holding Corp., a Delaware corporation (the "Company"), approved the 2023 annual compensation for Andrew E. Iacobucci, currently serving as the Company's Executive Vice President and Chief Transition Officer, and Dirk J. Locascio, the Company's Executive Vice President and Chief Financial Officer, as follows:

· Mr. Iacobucci's 2023 base salary of $900,000 and annual incentive target amount


   of 150% of his base salary have not changed since his appointment as interim
   Chief Executive Officer in 2022, however his 2023 annual long term incentive
   equity grant will be increased from $1,500,000 to $2,250,000, which shall
   consist of 50% time-based restricted stock units ("RSUs") and 50%
   performance-based RSUs and will be granted on March 27, 2023. Mr. Iacobucci's
   duties related to the on-boarding of the Company's new Chief Executive Officer,
   David E. Flitman, will soon conclude and he will transition to a permanent role
   as part of Mr. Flitman's leadership team, but his new title has not yet been
   determined.

· Mr. Locascio's 2023 base salary will be increased from $700,000 to $725,000,


   his annual incentive target amount remains consistent with 2022 at 100% of his
   base salary, and his 2023 annual long term incentive equity grant will be
   increased from $1,000,000 to $2,000,000, which shall consist of 50% time-based
   RSUs and 50% performance-based RSUs and will be granted on March 27, 2023.

· In addition, each of Mr. Iacobucci and Mr. Locascio will be awarded a special


   retention equity grant on March 27, 2023 consisting of time-based RSUs with a
   grant date value of $2,000,000 that will vest ratably on an annual basis over a
   three-year period commencing with the first anniversary of the grant date, and
   shall fully vest upon termination in the event that either recipient is
   terminated without cause (as such term defined in each such recipient's
   Executive Severance Agreement) prior to the final vesting date of the
   three-year period.

These compensation decisions by the CHCC were implemented to align to market practices and for retention purposes.

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