United Natural Foods’ Legal Chief Exits After Job Scope Narrowed

United Natural Foods Inc., which distributes groceries for Amazon.com Inc.‘s Whole Foods, has parted ways with its top lawyer after removing some of her duties.

Some of the portfolio of responsibilities of its legal chief, Jill Sutton, were sent to other departments to “better align and simplify the organizational structure,” the company said in a securities filing. That move led both sides to mutually agree to go their separate ways, the filing said.

“The company appreciates Ms. Sutton’s many significant accomplishments and contributions since joining the company in 2018 and wishes her well,” United Natural Foods said in the Dec. 13 filing.

The move comes nine months after the company extended its primary wholesale grocery distribution agreement with Amazon.com Inc.-owned Whole Foods Market to Sep. 27, 2027. United Natural Foods is the largest publicly traded distributor of natural and organic foods in the U.S. and Canada.

Neither the company or Sutton responded to requests for comment.

Sutton will receive at least $1.1 million in severance payments from United Natural Foods, which said that her “separation results in a qualifying termination.” Sutton currently owns more than $2.1 million in company stock, per Bloomberg data.

A proxy statement filed in November by United Natural Foods said she earned almost $2.4 million in total compensation during fiscal 2021.

Sutton’s pay package was an increase from the $1.7 million and $1.5 million she received in 2020 and 2019, respectively. It included a one-time performance share unit award valued at $500,000.

The executive leadership page on the company’s website as of Friday evening didn’t list a successor to Sutton as legal chief.

Sutton Role

Sutton served as the company’s chief legal officer, general counsel, and corporate secretary. The functions that United Natural Foods removed from her portfolio before they parted ways included labor relations, real estate, and risk and safety.

She joined the company after she spent three years as deputy general counsel and corporate secretary for General Motors Co.

Prior to GM, Sutton spent nearly a decade at Tim Hortons Inc., a Canadian fast-food chain where she had the general counsel role from 2012 to 2015. She left Tim Hortons following its $11.4 billion sale in 2015 to Burger King Worldwide Inc.

United Natural Foods also saw its deputy general counsel for employment and benefits, Jeffrey Shapiro, depart last month to join the law firm Fisher & Phillips as a partner in Boston.

“I will miss my amazing colleagues,” Shapiro wrote afterward on his LinkedIn profile.

Shapiro, who spent nearly a decade at the Providence, R.I.-based company, referred a request for comment to United Natural Foods.

Legal Challenges

Bloomberg News reported in August on how a Covid-19 outbreak at a company warehouse in Centralia, Wash., was contributing to pandemic-related food shortages throughout the U.S., where many food distributors and manufacturing companies are struggling with labor woes and supply chain issues.

The company earlier this year prevailed in a wrongful termination lawsuit filed by a former employee who missed work to get tested for Covid-19.

United Natural Foods has also been involved in a collective bargaining dispute with the International Brotherhood of Teamsters.

That matter was taken up by the National Labor Relations Board, where the company is one of many employers that raised objections this year to the Biden administration’s firing of former NLRB general counsel Peter Robb.

Law Firms

Littler Mendelson is advising United Natural Foods on its litigation with the Teamsters. Littler has handled nearly 10% of the company’s U.S. federal litigation work over the last five years, according to Bloomberg Law data.

Mid-Atlantic firm DeCaro, Doran, Siciliano, Gallagher & DeBlasis had a role on nearly 16% of the company’s federal caseload during that time frame, followed by Morgan, Lewis & Bockius and insurance-focused Marshall Dennehey Warner Coleman & Goggin at more than 5% apiece.

Skadden, Arps, Slate, Meagher & Flom and Jones Day advised United Natural Foods three years ago on its $2.9 billion acquisition of Eden Prairie, Minn.-based grocery retailer SuperValu Inc., a deal designed to reduce the buyer’s reliance on doing business with Whole Foods.

That transaction, which led United Natural Foods to target its own bankers at the Goldman Sachs Group Inc. with a lawsuit that was eventually dismissed, was completed in October 2018.

That same month United Natural Foods tapped former SuperValu deputy general counsel and chief compliance officer Kim Myrdahl to take on its own compliance chief duties from Sutton, who had joined the company earlier that year.

Myrdahl is also a deputy general counsel for the company, which earlier this year promoted former Skadden associate Nicholas Leitzes to associate general counsel.

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