Sachem Head's 8.7% stake forced US Foods to replace its CEO and reset its board

US Foods was the longtime No. 2 US foodservice distributor behind Sysco, but by 2022 it had slipped to No. 3 in Technomic's broadline rankings, overtaken by Performance Food Group. Sachem Head Capital Management, the activist fund run by Scott Ferguson, built an 8.7% stake and publicly argued the company's problem was leadership: CEO Pietro Satriano had failed to close the sales gap with Sysco. The fund went as far as proposing former Burger King and Kraft Heinz chief Bernardo Hees as a replacement chief executive.

In May 2022 the proxy fight broke: the board refused to install Hees but settled with Sachem Head, and Satriano stepped down, with the company later confirming the separation followed an agreement with the activist. Sachem Head won two director seats. In November 2022, US Foods named Dave Flitman CEO — a former Performance Food Group executive who had most recently run building-products distributor BMC Stock Holdings through its merger into Builders FirstSource, hitting the merged company's growth targets in half the planned time.

The operational reset showed up fast. By the second quarter of fiscal 2024, US Foods reported net sales up 7.7% to $9.7 billion and record adjusted EBITDA of $489 million, up 13.2% at a 5.0% margin — its thirteenth consecutive quarter of gaining share with independent restaurants. In June 2024 the company laid out a 2025-2027 long-range plan targeting 5% sales growth, 10% adjusted EBITDA growth and 20% adjusted EPS growth per year, underpinned by buybacks and falling leverage.

Record adjusted EBITDA of $489M, up 13.2%, in Q2 2024; 13 straight quarters of independent-restaurant share gains; a 2025-27 plan targeting 10% EBITDA CAGR.

The activist's critique attached a single accountable decision — who runs the company — to a diffuse problem of share loss, which a board had tolerated for years.

An 8.7% stake plus proxy-threat leverage made the CEO change unavoidable; the settlement let both sides claim victory while the company avoided a contested election.

Flitman's operator record at a direct competitor and at a merged distributor gave the board a defensible hire that answered the activist's original demand for a proven operator.

Independent-restaurant customers are the highest-margin segment in foodservice distribution, so consistent share gains there translated directly into record EBITDA.

Market-share stagnation is a leadership problem before it is a strategy problem; an activist who names the operator it wants changes the conversation faster than any margin presentation.

Sachem Head's Scott Ferguson left the US Foods board in early 2024, citing confidence in the company's leadership and strategy — the usual signal that an activist considers its work finished. The company kept compounding: fiscal 2024 delivered record adjusted EBITDA and a reiterated full-year outlook, the IWC Food Service acquisition closed, and capital returns continued alongside deleveraging. The episode became a reference point in distribution circles for how quickly a leadership change can convert market-share defense into market-share offense.