DEF 14A of B&G Foods, Inc., Mar 30, 2023

DEF 14A of B&G Foods, Inc.

Filed Mar 30, 2023 · FY20220001104659-23-038770

Open on EDGAR

  1. Director Compensation

    Director Compensation Employee directors do not receive any separate compensation for their board activities. Each of our non-employee directors receives an annual fee payable in cash or, at the director’s election, stock options issued under our Omnibus Plan. In addition, to ensure that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of shares of our common stock issued under our Omnibus Plan. Members of our board committees receive an additional annual fee for each committee on which they serve. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or board committees. Based upon recommendations from the compensation committee, the board did not implement any changes to board compensation for the period from June 2022 to May 2023 and has decided not to implement any changes to board compensation for the period from June 2023 to May 2024. The compensation committee made such recommendations after reviewing director compensation surveys. A summary of our director compensation program is summarized in the table below:

  2. Director Compensation

    | Compensation Element | 2023/2024 Compensation | | | | | | | (June 2023 - May 2024)(1) | | | | | | General Board Service—Cash(2) | | | | | | | Annual Fee—Chair | $165,000 | | | | | | Annual Fee—Other Members | $75,000 | | | | | | General Board Service—Equity | | | | | | | Approximate value of shares of common stock granted annually | $130,000 | | | | | | Number of shares | Determined by dividing $130,000 by the thirty day average of the closing price of our common stock on the first business day of the calendar month immediately following the annual meeting of stockholders. Shares are issued on that day. | | | | | | Vesting schedule | Shares vest immediately upon grant. | | | | | | Committee Service—Cash | | | | | | | | Audit Committee | Compensation Committee | Corporate Social Responsibility Committee | Nominating & Governance Committee | Risk Committee | | Annual Fee—Chair | $25,000 | $20,000 | $20,000 | $20,000 | $20,000 | | Annual Fee—Other Members | $15,000 | $15,000 | $15,000 | $15,000 | $15,000 |

  3. Director Compensation

    (1) For ease of administration the board service payment calendar runs from June through May. However, the June through May board service payments include compensation for services rendered upon election or re-election to the board at the annual meeting of stockholders in late May until the next annual meeting of stockholders the following May. The annual board service fee (or any portion thereof), currently payable to the Chair of the Board and each of the other non-employee directors in cash, may at each non-employee director’s option, be paid in cash or an equivalent amount of options, provided that such election is made by continuing directors not later than December 31st of the calendar year prior to the payment of such annual board service fee and by newly elected directors not later than two days after such newly elected director’s election to the board. During fiscal 2022, our non-employee directors received the following compensation:

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Stephen C. Sherrill | $16,500 | $116,881 | $165,000 | — | — | — | $298,131 | | DeAnn L. Brunts | $130,000 | $116,881 | — | — | — | — | $246,881 | | Debra M. Chase | $110,000 | $116,881 | — | — | — | — | $226,881 | | Charles F. Marcy | $120,000 | $116,881 | — | — | — | — | $236,881 | | Robert D. Mills | $120,000 | $116,881 | — | — | — | — | $236,881 | | Dennis M. Mullen. | $110,000 | $116,881 | — | — | — | — | $226,881 | | Cheryl M. Palmer | $125,000 | $116,881 | — | — | — | — | $241,881 | | Alfred Poe | $110,000 | $116,881 | — | — | — | — | $226,881 | | David L. Wenner | $105,000 | $116,881 | — | — | — | — | $221,881 |

  5. Director Compensation

    (1) The “Stock Awards” column shows the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. On June 1, 2022, each non-employee director received 5,197 shares of our common stock for his or her annual equity grant. (2) The “Option Awards” column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily represent the actual value realized by each director. The stock option values were calculated using the Black-Scholes option pricing model. For discussion of the assumptions used in these valuations, see Note 15 of the notes to our consolidated financial statements in our 2022 annual report. Each of our non-employee directors is given the option to receive all or a portion of his or her annual board service fee in cash or an equivalent amount of stock options. Prior to December 31, 2021, Mr. Sherrill elected to receive all $165,000 of his annual board service fee in stock options. On June 1, 2022, Mr. Sherrill received 44,239 stock options at an exercise price of $22.49 per share. The stock options vest in their entirety on June 1, 2023. Non-Employee Director Stock Ownership Guidelines. In February 2012, our board of directors adopted stock ownership guidelines for our non-employee directors to further align the interests of our non-employee directors with the interests of our stockholders. As originally adopted, each non-employee director was required to own our common stock in an amount equal to three times his or her annual cash board service fee. During the fourth quarter of 2018, our board of directors increased that requirement to an amount equal to four times each non-employee director’s annual cash board service fee. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there is a significant decline in our stock price that causes a non-employee director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. All of our non-employee directors who have been in their position for five years or longer own more than sufficient shares to satisfy our guidelines. Our nominating and governance committee plans to review these guidelines on an annual basis.

  6. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS Our company’s bylaws provide for the annual election of directors. Upon the recommendation of our nominating and governance committee, our board of directors has nominated for re-election each of our current directors. At the annual meeting, the ten nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now anticipated by the board of directors), proxies will be voted for such substitute as designated by the board of directors.

  7. Director Nominees

    Director Nominees For each of the ten director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods and/or members of the board committees on which they serve. For further information, about how director nominees are selected, see “Corporate Governance—Director Nominations” above. Stephen C. Sherrill, 69, Chair of the Board of Directors: Stephen Sherrill has been a director since B&G Foods’ formation in 1996 and has been Chair since 2005. Mr. Sherrill is a founder and has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) since its formation in 1995. BRS was the controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill currently serves as a director of BRS Outdoor Holdings LLC (the owner of the Gamo and Daisy airgun brands) and Organika Health Products Inc. Mr. Sherrill has previously served as a director of, among others, Royal Robbins, Inc., Ruth’s Chris Steak House, Inc., Remington Arms Company, Inc., Reliance Electric Company and Zatarain’s Brands Inc. Mr. Sherrill has many years of experience as a private equity investor and has served on the boards of directors of many public and private companies. Mr. Sherrill’s expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands. In addition, as a private equity investor, Mr. Sherrill has provided strategic guidance and business and financial oversight (including evaluation of senior management and their compensation) for many private and public companies. DeAnn L. Brunts, 61, Director: DeAnn Brunts has been a director since May 2015. Since 1999, Ms. Brunts has served as the chief financial officer and executive officer of a number of businesses both private and public. Ms. Brunts is a member of the board of directors of Benson Hill, Inc. (NYSE: BHIL), serving as such since November 2020. From January 2021 until her retirement in late March 2022, Ms. Brunts also served as the chief financial officer of Benson Hill. Since August 2021, Ms. Brunts has served on the board of directors of Claire’s Holdings LLC, serving as chair of the audit committee. During 2020, she provided financial, accounting, capital structure and leadership consulting services to private equity backed companies. She served for three years commencing January 2017 as chief financial officer of Solaray, LLC, a privately held full service category management and merchandising services provider of general merchandise to a variety of retailers, including over 40,000 convenience stores. Ms. Brunts also served as the chief financial officer of Transworld Systems, Inc., a privately held debt collection agency, from 2015 to 2016, Maverik, Inc., a privately held convenience/gas/fresh food store chain, from 2012 to 2014, Rocky Mountain Foods, Inc., a privately held food manufacturer and distributor, from 2011 to 2012 and Merlin-International, a privately held information technology company, in 2010. Prior to that, Ms. Brunts served in several roles at Tatum LLC, a privately held executive and consulting services company specializing in finance, accounting and technology services, from 2006 to 2009, most recently as the central region managing partner of Tatum. Ms. Brunts also held various positions at PricewaterhouseCoopers from 1985 to 1999, including transaction services and audit partner. Ms. Brunts previously served as chair of the audit committee of the Women’s Foundation of Colorado and as a director and audit committee chair for Springboard to Learning. From 2017 to 2020 she served as a director of SRP Companies Canada, a privately held direct store distribution company. Ms. Brunts currently serves as a member of the Financial Accounting Standards Advisory Council. Ms. Brunts has extensive experience in financial and accounting matters, including private and public company reporting, having served as chief financial officer of several private companies and as an audit partner and mergers and acquisitions advisor at PricewaterhouseCoopers for several private and public companies, including several in the food and consumer packaged goods industries. Ms. Brunts also brings key senior management, leadership, financial and strategic planning experience to our board of directors. Debra Martin Chase, 66, Director: Debra Martin Chase has been a director since July 2020. Ms. Chase, a Tony and Peabody Award-winning and Emmy nominated television, motion picture and Broadway producer, is an entertainment industry icon and trailblazer as the first African American female producer ever to have a production deal at a major studio, and the first African American woman to produce a film that grossed over $100 million. To date, her films have grossed over a half billion dollars. Ms. Chase is the founder and has been serving as Chief Executive Officer of Martin Chase Productions since its formation in 2000. Since July 2021, Ms. Chase has been a member of the board of directors, and currently serves as a member of the audit committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG). Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Before that, Ms. Chase served as an in-house attorney and then in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. Ms. Chase serves on the boards of the New York City Ballet, where she founded and chaired the diversity and inclusion committee for many years, and the Second Stage Theatre in Manhattan, where she chairs the artistic committee. She is a member of the Academy of Motion Picture Arts and Sciences, the Academy of Television Arts and Sciences, and the Broadway League and the advisory board of the African American Film Critics’ Association. Ms. Chase has many years of experience as a business executive in the entertainment industry. Ms. Chase brings key leadership, business and legal skills to our board of directors. Ms. Chase has extensive experience promoting diversity, inclusion and philanthropic efforts as a television and motion picture producer and as chair of the diversity and inclusion committee at the New York City Ballet. Ms. Chase’s business experience and philanthropic interests enable her to provide the board with fresh ideas and valuable perspectives.

  8. Director Nominees

    Kenneth C. “Casey” Keller, 61, President, Chief Executive Officer and Director: Casey Keller has been our President and Chief Executive Officer and a director since June 2021. Prior to that, Mr. Keller served from January 2020 to September 2020 as president and chief executive officer of JDE Peet’s NV, a $7 billion global coffee and tea company with over 20,000 employees based in Amsterdam, The Netherlands. Mr. Keller led the merger of Jacobs Douwe Egberts (JDE) and Peet’s Coffee, Inc. in December 2019 and the successful initial public offering of the combined company in May 2020. Prior to the merger, Mr. Keller was the president and chief executive officer of Peet’s Coffee, a premium specialty coffee company based in California, from August 2018 to December 2019. Prior to joining Peet’s Coffee, Mr. Keller served as global president of the Wm. Wrigley Jr. Company, a subsidiary of Mars, Inc. He joined Wrigley in 2011 as president of Wrigley North America and later assumed responsibility for Wrigley Americas. Mr. Keller served as president of Alberto Culver USA from 2008 until the company’s acquisition by Unilever in 2011. He also worked at the H.J. Heinz Company in both the United States and Europe, leading the ketchup, condiments and sauces division in the United States and was the chief executive officer of Heinz Italy. Mr. Keller began his consumer goods career with Procter & Gamble. From October 2017 until August 2018, Mr. Keller served as a director of Cott Corporation and as a member of its audit committee. Mr. Keller has many years of experience as a chief executive officer and as a senior executive officer in the food industry. Mr. Keller brings key senior management, leadership, financial, operational and strategic planning experience to our board of directors. Mr. Keller also has a strong background in mergers & acquisitions. Charles F. Marcy, 72, Director: Charles “Chuck” F. Marcy has been a director since 2010. Since 2015, Mr. Marcy has been a principal with Chuck Marcy Consulting, specializing in strategic and marketing consulting to companies in the natural and organic products businesses. From May 2013 through March 2015, Mr. Marcy served as the chief executive officer of Turtle Mountain LLC, the owner of the So Delicious Dairy Free brand. Since January 2018, Mr. Marcy has been a member of the board of directors of Maple Hill Creamery, LLC. From December 2013 to January 2023, Mr. Marcy was a member of the board of directors of Farmer Bros. Co. (NASDAQ: FARM), most recently serving as a member of the nominating and governance committee and as chair of the compensation committee. From January 2017 to November 2022, Mr. Marcy was a member of the board of directors of Teton Waters Ranch LLC, most recently serving as a member of the compensation committee and chair of the board. From 2010 until 2013, Mr. Marcy was a principal with Marcy & Partners, Inc., where he provided strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings (HFH), a holding company for branded “better-for-you” foods from 2005 through April 2010. Under Mr. Marcy’s guidance, HFH’s portfolio included Breyers Yogurt, YoCrunch Yogurt and Van’s International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2004. Mr. Marcy also previously served as President and Chief Executive Officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998, then a publicly traded company listed on the NASDAQ. From 1993 to 1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods. Mr. Marcy has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods marketing and has significant experience with organic foods. Robert D. Mills, 50, Director. Robert Mills has been a director since March 2018. Since 2005, Mr. Mills has served as a senior technology and digital executive for a number of public companies. Mr. Mills currently serves as Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer for Tractor Supply Company (NASDAQ: TSCO), a position he has held since August 2018. In his current role at Tractor Supply Company, Mr. Mills is responsible for setting the technology direction for the entire company including cybersecurity and privacy practices, providing leadership for all digital operations and facilitating the long term strategic direction, which includes M&A activity for the organization. Mr. Mills served as Senior Vice President, Chief Information and Strategy Officer of Tractor Supply Company from 2014 to August 2018. Prior to that, Mr. Mills was the chief information officer of Ulta Beauty Inc. (NASDAQ: ULTA) from 2011 to 2014 and vice president, online chief information officer of Sears Holding Corp. (NASDAQ: SHLD) from 2005 to 2011. Since May 2022, Mr. Mills has been a member of the board of directors, and currently serves as a member of the audit and technology committee, of RealTruck, Inc., a privately held manufacturer and online retailer of aftermarket truck parts and accessories. He was the Chairman Emeritus for the National Retail Federation Chief Information Council from 2020 to 2021. Mr. Mills has many years of experience as a senior information technology executive. Mr. Mills brings key senior management, leadership, information technology, cybersecurity, digital operations and strategic planning experience to our board of directors.

  9. Director Nominees

    Dennis M. Mullen, 69, Director: Dennis Mullen has been a director since 2006. Mr. Mullen is a founder and has been a partner with The Mullen Group, LLC since its formation in 2011. The Mullen Group provides strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State’s primary economic development agency. During that time he also served as a Commissioner of New York State’s Department of Economic Development. From September 2008 to June 2009, Mr. Mullen served as Upstate President of the Empire State Development Corporation, where he oversaw the upstate operations of the agency. From 2005 through August 2008, Mr. Mullen served as President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior to that, Mr. Mullen was President and Chief Executive Officer of Birds Eye Foods, Inc., a leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of Birds Eye Foods from 1996 to 2005, serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related entities. Prior to employment with Birds Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board of directors of Foster Farms, a leading poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association. Mr. Mullen has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Mullen brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Cheryl M. Palmer, 65, Director: Cheryl Palmer has been a director since 2010. Ms. Palmer is a founder and has been the President of Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, since its formation in 2011. Prior to that, Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, which operates full service hotels for member organizations in prime, downtown locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006. Prior to that Ms. Palmer served in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as Senior Vice President, Strategic Marketing of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott’s North America and Schweppes USA divisions of Cadbury Beverages, Inc. Ms. Palmer has many years of experience as a senior executive officer in the food industry. Ms. Palmer brings key senior management, leadership, financial and strategic planning, corporate governance and executive compensation experience to our board of directors. Ms. Palmer also has a strong background in brand marketing. Ms. Palmer’s retail food industry experience brings an added perspective to the board. Alfred Poe, 74, Director: Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. Since December 2020, Mr. Poe has been a member of the board of directors, and currently serves as a member of the technology, nominating and governance and compensation committees of Farmer Bros. Co. (NASDAQ: FARM). Mr. Poe was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell’s Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell’s Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe previously served on the board of directors of Centerplate, Inc. (AMEX), Polaroid Corporation (NYSE) and State Street Bank (NYSE). Mr. Poe has many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. David L. Wenner, 73, Director: David Wenner has been a director since August 1997. Mr. Wenner served as our President and Chief Executive Officer from March 1993 through December 2014 and as our Interim President and Chief Executive Officer from November 2020 to June 2021. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President and assumed responsibility for all company manufacturing operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has been active in industry trade groups and has served on the Chairman’s Advisory Council of the Grocery Manufacturers Association. Having served as our President and Chief Executive Officer for 22 years, Mr. Wenner brings to our board an extraordinary understanding of our company’s business, history and organization. Mr. Wenner’s training as an engineer at the U.S. Naval Academy and prior experience in senior leadership positions overseeing manufacturing, maintenance and purchasing operations at B&G Foods and Johnson & Johnson, together with his many years of day-to-day leadership and intimate knowledge of our business and operations, provide the board with invaluable insight into the operations of our company. Mr. Wenner also provides strong insight and guidance regarding potential acquisitions and acquisition financing as under his leadership as President and Chief Executive Officer, B&G Foods successfully acquired and integrated dozens of brands into our company’s operations.

  10. Executive Summary

    | What we do | What we don’t do | | ✓ Pay for performance | ✘ No repricing of underwater stock options | | ✓ Include double-trigger change in control provisions for cash severance and benefits | ✘ No excise tax gross-ups | | ✓ Review size-adjusted peer group data when making executive compensation decisions | ✘ No excessive perquisites | | ✓ Prohibit hedging transactions, short sales and the pledging of company stock by executive officers and directors | ✘ No excessive severance arrangements | | ✓ Utilize an independent compensation consulting firm which provides no other services to our company | ✘ No compensation programs that encourage unreasonable risk taking |

  11. Peer Group Surveys

    Peer Group Surveys Our compensation committee does not use surveys of compensation paid to similar executives in order to determine annual and long-term compensation for our named executive officers. However, in light of the compensation objectives described above, the compensation committee does from time to time review peer group surveys as an independent measure to ensure that the compensation being set is fair, reasonable and competitive. During fiscal 2021, the compensation committee engaged Meridian Compensation Partners, an independent executive compensation consulting firm, to prepare a peer group compensation survey based upon publicly available information prior to setting fiscal 2022 compensation for our executive officers. Meridian’s services to B&G Foods are limited to advising the compensation committee with respect to executive officer and non-employee director compensation. The compensation committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian’s independence, the compensation committee reviewed numerous factors relating to Meridian and the individuals actually providing services to B&G Foods, including those required by the SEC and the New York Stock Exchange. Based on a review of these factors, the compensation committee has determined that Meridian is independent and that Meridian’s engagement presents no conflicts of interest. The peer group evaluated during fiscal 2021 included the companies listed below. Meridian uses statistical regression to adjust peer group compensation data based on our company’s net sales relative to the peer group. This regression analysis allows us to predict the levels of compensation these peer group companies would pay if they were B&G Foods’ size.

  12. Peer Group Surveys

    | Darling Ingredients, Inc. Flowers Foods, Inc. The Hain Celestial Group, Inc. Hostess Brands, Inc. J&J Snack Foods Corp. Lamb Weston Holdings, Inc. Lancaster Colony Corp. | McCormick & Co., Inc. Post Holdings Inc. Sanderson Farms, Inc. John B. Sanfilippo & Son, Inc. The Simply Good Foods Company Treehouse Foods, Inc. Utz Brands, Inc. |

  13. Performance-Based Awards and Long-Term Incentive Equity Awards

    Performance-Based Awards and Long-Term Incentive Equity Awards In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive officers’ compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and long-term incentive equity awards. The compensation committee’s philosophy is that if our performance exceeds our internal targets and budgets, named executive officers can expect the level of their compensation to reflect that achievement. On the other hand, if our financial performance falls below these expectations, our approach is that named executive officers can expect their compensation to be adversely affected. Our performance-based award programs during 2022 each used one of the two performance measures listed below: Adjusted EBITDA. Historically, the compensation committee has chosen adjusted EBITDA (which we define as net income (loss) before net interest expense, income taxes, depreciation and amortization (EBITDA), as adjusted for certain other items described in our quarterly and annual SEC filings) as the target performance objective for the payment of awards under our annual bonus plan. Adjusted EBITDA as we define it for purposes of our annual bonus plan differs from the definition of the term in our quarterly and annual SEC filings because, as used for purposes of our annual bonus plan, adjusted EBITDA is reduced by the estimated financing costs we incur for any acquisitions completed during the year that, subject to compensation committee approval, have contributed to our adjusted EBITDA for purposes of the plan. The compensation committee has selected adjusted EBITDA as the relevant company goal because the compensation committee believes that adjusted EBITDA growth most closely reflects operating performance and is consistent with the overall goals and long-term strategic direction that the board of directors has set for our company. Further, adjusted EBITDA growth is closely related to or reflective of our company’s financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry. • Excess Cash. Our compensation committee has chosen “excess cash” as the measure for determining performance share long-term incentive awards under the Omnibus Plan. Excess cash is calculated as adjusted EBITDA before taking into account accruals for any long-term equity incentive awards and other stock-based compensation, minus the sum of cash interest payments, cash income tax payments (excluding cash income tax payments for extraordinary gains not included in adjusted EBITDA), capital expenditures, dividends paid and payments for tax withholding on behalf of employees for net share withholding. Excess cash as we define it for purposes of our incentive awards differs from the definition of the term in our financing agreements because, as used for purposes of our incentive awards, excess cash is reduced by the amount of dividends we pay but excludes the impact of certain debt repayments, stock repurchases and cash income tax payments resulting from extraordinary gains not included in adjusted EBITDA. We believe that excess cash is an important measure in analyzing our liquidity, including our ability to continue returning dividends to our stockholders, and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows. The compensation committee defines “dividends paid” in a manner to effectively eliminate any positive or negative effect of any increases or decreases in the dividend rate from the dividend rate in effect at the time the excess cash performance goal is set. The compensation committee believes that the achievement of the excess cash performance goals should not be made harder for management to achieve in the event the board of directors decides to increase the current dividend rate and likewise should not be made easier for management to achieve in the event the board of directors decides to reduce the current dividend rate. For the 2022 to 2024 performance share LTIAs granted in March 2022, “dividends paid” was defined in a manner to eliminate the negative effect of any dividends paid on any of the then remaining shares of common stock available for issuance pursuant to our company’s at-the-market (ATM) equity offering program because had those shares already been issued at the time of grant, they would have been factored into the projected dividends paid used to set the excess cash target. Adjusted EBITDA and excess cash targets for a given year are determined by the compensation committee based upon recommendations from and discussions with management, a review of current economic conditions and recent acquisition activity. Factors used by the compensation committee in setting adjusted EBITDA and excess cash targets include, among others, the following: • reasonable growth expectations taking into account a variety of circumstances faced by our company, including, in the case of our three-year excess cash target, acquisition growth expectations over the three-year performance period; • market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and • prior fiscal year adjusted EBITDA and excess cash. For the purpose of determining whether adjusted EBITDA and excess cash objectives have been achieved, the extent to which the benefit of acquisitions is included in the calculations is subject to compensation committee approval. Neither adjusted EBITDA nor excess cash is a term defined under U.S. generally accepted accounting principles (GAAP). Non-GAAP financial measures, such as adjusted EBITDA and excess cash, are numerical measures of financial performance that exclude or include amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Our company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. After the compensation committee reviews the final full year financial results of our company, the compensation committee approves performance based awards for completed performance periods. Performance based awards are generally paid in cash or stock, as applicable, in February or March.

  14. Annual Bonus Plan

    Annual Bonus Plan The compensation committee believes that a portion of an executive officer’s compensation should be tied to the achievement of the company’s and that individual’s performance goals in the form of an annual non-equity incentive cash bonus, in order to reward performance and overall company success. B&G Foods’ annual bonus plan provides for annual cash incentive awards to be made to our executive officers and senior managers, with an amount equal to 25% of the target bonus award based upon individual performance and the remainder of the annual bonus award based upon company-wide adjusted EBITDA objectives. For the purpose of determining whether adjusted EBITDA objectives have been achieved, adjusted EBITDA is determined after giving effect to any acquisitions completed during the year, subject to a determination by the compensation committee that it is appropriate to include the benefit of the acquisitions and provided that the benefit of any such acquisitions is reduced by acquisition financing costs incurred during the year to finance such acquisitions. No bonuses under the annual bonus plan (including the portion, if any, that would otherwise be payable for achievement of individual performance objectives) are paid unless excess cash for the fiscal year is positive and the threshold adjusted EBITDA target has been achieved. Adjusted EBITDA targets under the annual bonus plan may be reset periodically within a fiscal year by the compensation committee to take into account acquisitions, divestitures and other unplanned events. Executives generally must be employed on the last day of a plan year to receive an annual bonus award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the executive’s promotion, demotion, death or retirement. The amount of the annual award each executive was eligible to receive for fiscal 2022 was based upon a percentage of the executive’s or senior manager’s annualized base salary, with such percentage varying depending upon the level of adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives as set forth in the table below and each executive’s or senior manager’s individual performance.

  15. Annual Bonus Plan

    | | 2022 Annual Bonus Award as a Percentage of Base Salary | | | | Name | Threshold(1) | Target | Maximum | | Kenneth C. Keller | Up to 25% | 100% | 200% | | Bruce C. Wacha | Up to 17.5% | 70% | 140% | | Scott E. Lerner | Up to 15% | 60% | 120% | | Erich A. Fritz | Up to 15% | 60% | 120% | | Jordan E. Greenberg | Up to 15% | 60% | 120% | | Ellen M. Schum | Up to 15% | 60% | 120% |

  16. Annual Bonus Plan

    (1) For fiscal 2022, participants in our annual bonus plan, including the named executive officers, were eligible to earn up to 25% of their target bonus based upon individual performance so long as the threshold company-wide performance objective is achieved. The fiscal 2022 adjusted EBITDA (net of acquisition financing costs) threshold, target and maximum performance objectives were $344.9 million, $363.0 million and $381.1 million. Our company’s fiscal 2022 adjusted EBITDA, net of estimated acquisition financing costs of approximately $0.8 million, was $300.2 million, which was less than the threshold amount. Therefore, as reflected in the non-equity incentive plan compensation column in the summary compensation table below, the named executive officers did not receive any bonus awards under the annual bonus plan for fiscal 2022.

  17. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation program is designed to promote a balanced focus on driving performance, retaining talent and aligning the interests of our executives with those of our other stockholders. The Omnibus Plan authorizes the grant of performance share awards, restricted stock, unrestricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. Prior to 2015, our long-term incentive compensation program was comprised of performance shares only. From 2015 through 2018, our long-term incentive compensation program was comprised of two components: performance share awards and stock options. At target, the performance shares constituted 75% of the long-term incentive awards and stock options constituted 25% of the long-term incentive awards. For 2019, our long-term incentive compensation program reverted back to performance shares only. Beginning with 2020 and continuing through 2022, our long-term incentive compensation program was expanded to include restricted stock, with performance shares being reduced from 100% to 75% of the long-term incentive awards at target and time-based restricted stock constituting the remaining 25% of the long-term incentive awards at target. Subject to adjustment as provided in the plan, the total number of shares of common stock available for awards under the plan is 4,500,000. As of March 21, 2023, 3,672,476 shares of common stock have been issued under the plan since it was originally adopted in 2008 and 827,524 shares remain available for issuance. Performance Share Awards. Beginning in 2008, our compensation committee has made annual grants of performance share LTIAs to our named executive officers and certain other members of senior management. The performance share LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The performance share LTIAs currently have three-year cumulative performance periods. The awards are settled in shares of common stock based upon our performance over the applicable performance period. The performance metric for the performance share LTIAs is “excess cash” (as defined above). The performance share LTIAs each have a threshold, target and maximum payout. If our performance meets or exceeds the performance threshold, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (200% of the target number of shares, which beginning with grants made in 2021 increased to 233.333% of the target number of shares) may be earned. No shares are earned if the performance threshold is not met. The compensation committee believes that the performance share LTIAs align the interests of our named executive officers with the interests of our stockholders because the number of shares earned is tied to the achievement of the company’s long-term financial goals. In addition, the potential value of those shares if and when issued at the end of the performance period will depend on the price of our common stock at the end of the performance period. The number of shares that may be earned by each executive officer and senior manager is based upon a percentage of his or her base salary. For the 2022 to 2024 performance share LTIAs granted to each of our named executive officers in 2022, the grant date fair market value of the number of shares that may be earned upon satisfaction of the threshold, target and maximum performance objectives are equal to the following percentages of annualized base salary (based upon a thirty day average of the closing price of our common stock):

  18. Long-Term Incentive Compensation

    | | 2022 to 2024 Performance Share LTIAs as a Percentage of Base Salary Based upon 30-day Grant Date FMV | | | | Name | Threshold | Target | Maximum | | Kenneth C. Keller | 56.25% | 112.5% | 262.5% | | Bruce C. Wacha | 30% | 60% | 140% | | Scott E. Lerner | 30% | 60% | 140% | | Erich A. Fritz | 30% | 60% | 140% | | Jordan E. Greenberg | 30% | 60% | 140% | | Ellen M. Schum | 30% | 60% | 140% |

  19. Long-Term Incentive Compensation

    Because the number of shares that may be earned by each participant from threshold to maximum is determined at the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants. For example, for the 2022 to 2024 LTIA performance period, it was intended that our chief executive officer would receive an award at the end of the three-year performance period with a value equal to 112.5% of his base salary as of the beginning of the performance period if we meet our target excess cash objective for the three-year performance period. However, if over the three-year performance period we meet the performance objective at the target level but our stock price decreases by 50% over that three-year period, the value of the award would decrease by 50% as compared to the grant date value. Likewise, if over that three-year performance period we meet the performance objective at the target level but our stock price increases by 50% over that three-year period, the value of the award would increase by 50% as compared to the grant date value. Shares of common stock in respect of performance share LTIAs are issued in February or March following the end of the three-year performance period, in each case subject to the performance goals for the applicable performance period being certified by our compensation committee as having been achieved. In general, for performance share LTIAs each participant must remain an employee of B&G Foods until the end of the applicable performance period in order to be entitled to any payment pursuant to performance share LTIAs, except that in the case of separation from service due to termination without cause, retirement at age 55 or older with 10 years of service, retirement at age 62 or older, or death or disability, then after the performance period, the participant (or in the event of death, his or her estate) will be entitled to a pro rata portion of the number of performance shares, if any, the participant would have received had the participant remained employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the participant was employed as compared to the total number of months in the performance period. In the case of a change of control (as defined in the Omnibus Plan) during a performance period, the performance share LTIAs will terminate. However, upon the change in control, participants will be entitled to receive a pro rata portion of the shares of common stock with respect to the target number of shares covered by the performance share LTIAs without regard to the extent to which the performance conditions have been satisfied. The pro rata portion will be based upon the number of full months in the applicable performance period preceding the change in control as compared to the number of months in the performance period. Performance Objectives for the Performance Periods Ending in Fiscal 2022. Fiscal 2022 was the third and final year of the 2020 to 2022 LTIA performance period and the second and final year of the phase-in 2021 to 2022 LTIA performance period for Mr. Keller. As reflected in the table below, actual cumulative excess cash (as defined above) for fiscal 2020 to 2022 exceeded the maximum level performance objective and was achieved at a level below the threshold performance objective for fiscal 2021 to 2022. As a result, shares of common stock were earned at (a) 200% of target level for the 2020 to 2022 performance share LTIAs and were issued to all eligible plan participants, including the five named executive officers who were participants, in March 2023, and (b) no shares of common stock were earned under the phase-in 2021 to 2022 performance share LTIAs for Mr. Keller. A summary of the shares of common stock awarded to our named executive officers (before shares were withheld to cover withholding taxes) and the value realized on vesting of those awards can be found in the Option Exercises and Stock Vested for Fiscal 2022 table on page 45.

  20. Long-Term Incentive Compensation

    | | Performance Period | Excess Cash Objective | | | Excess Cash Achieved | | | | Threshold | Target | Maximum | | | 2020 to 2022 LTIAs | Fiscal 2020 to 2022 | $93,078,000 | $103,420,000 | $124,104,000 | $196,771,000 | | 2021 to 2022 LTIAs | Fiscal 2021 to 2022 | $157,521,600 | $175,024,000 | $210,028,800 | $93,504,000 |

  21. Long-Term Incentive Compensation

    Annual Restricted Stock Grant. Beginning in 2020, our compensation committee has made annual awards of restricted stock to our named executive officers and certain other members of senior management. The shares of restricted stock are shares of common stock that vest in three equal one-third installments over a three year period, subject to cancellation or acceleration as provided in the individual restricted stock award agreements. Annual restricted stock grants are made in March. The number of shares of restricted stock awarded to each named executive officer and senior manager is based upon the grant date fair value of the shares (based upon a thirty day average of the closing price of our common stock) as a percentage of his or her base salary. The following table sets forth the 2022 restricted stock grant for each of the named executive officers as a percentage of base salary based upon the grant date fair value of the shares (based upon a thirty day average of the closing price of our common stock):

  22. Long-Term Incentive Compensation

    | Name | 2022 Restricted Stock Grant as a Percentage of Base Salary Based upon 30-day Average Grant Date FMV | | Kenneth C. Keller | 37.5% | | Bruce C. Wacha | 20.0% | | Scott E. Lerner | 20.0% | | Erich A. Fritz | 20.0% | | Jordan E. Greenberg | 20.0% | | Ellen M. Schum | 20.0% |

  23. Executive Severance and Change in Control Severance Benefits

    Executive Severance and Change in Control Severance Benefits For a discussion of executive severance and change in control severance benefits, our rationale for offering those benefits and the triggers for payments, see “Management Employment Agreements— Severance Benefits” below.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal 2022, 2021 and 2020 paid to our named executive officers.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(3) | Stock Awards(4) | Non- Equity Incentive Plan Compen- sation(5) | Option Awards(6) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(7) | All Other Compen- sation(8) | Total | | Kenneth C. Keller(1) President and Chief Executive Officer | 2022 | $1,081,500 | $— | $1,304,964 | $— | $— | $— | $26,810 | $2,413,274 | | | 2021 | $565,385 | $579,808 | $3,249,055 | $— | $1,500,001 | $— | $146,545 | $6,040,794 | | Bruce C. Wacha Executive Vice President of Finance and Chief Financial Officer | 2022 | $514,962 | $— | $331,375 | $— | $— | $— | $20,710 | $867,047 | | | 2021 | $481,273 | $69,303 | $347,343 | $— | $— | $20,989 | $20,260 | $939,168 | | | 2020 | $449,788 | $— | $289,923 | $533,673 | $— | $50,535 | $20,110 | $1,344,029 | | Scott E. Lerner Executive Vice President, General Counsel, Secretary and Chief Compliance Officer | 2022 | $525,347 | $— | $338,081 | $— | $— | $— | $20,710 | $884,138 | | | 2021 | $510,046 | $71,916 | $368,101 | $— | $— | $13,553 | $20,260 | $983,876 | | | 2020 | $495,190 | $— | $319,181 | $586,800 | $— | $130,472 | $20,110 | $1,551,753 | | Erich A. Fritz(2) Executive Vice President and Chief Supply Chain Officer | 2022 | $337,117 | $— | $281,995 | $— | $— | $16,028 | $756,974 | $1,392,114 | | | 2021 | $433,913 | $55,324 | $313,133 | $— | $— | $40,474 | $20,260 | $863,104 | | | 2020 | $421,275 | $— | $271,552 | $503,002 | $— | $55,898 | $20,110 | $1,271,837 | | Jordan E. Greenberg Executive Vice President and President of Spices & Flavor Solutions | 2022 | $415,641 | $— | $263,036 | $— | $— | $— | $20,710 | $699,387 | | | 2021 | $396,872 | $55,959 | $286,399 | $— | $— | $21,263 | $20,260 | $780,753 | | | 2020 | $385,313 | $— | $248,352 | $460,064 | $— | $179,605 | $20,110 | $1,293,444 | | Ellen M. Schum Executive Vice President and President of Specialty | 2022 | $415,641 | $— | $263,036 | $— | $— | $— | $20,710 | $699,387 |

  26. Summary Compensation Table

    (1) Mr. Keller was appointed as President and Chief Executive Officer on June 14, 2021. Salary for 2021 reflects the pro-rated portion of his annual base salary. (2) Mr. Fritz retired as Executive Vice President and Chief Supply Chain Officer effective October 1, 2022. Salary for 2022 reflects the pro-rated portion of his annual base salary and also includes a cash payment of $36,240 for accrued but unused vacation. See footnote 8(B) below. (3) For 2021, reflects special bonus awards approved in February 2022 and paid in March 2022 to our executive officers and all other participants in our annual bonus plan to recognize their significant contributions to manage our business through unprecedented challenges and difficulties in the industry. The surge of the Omicron variant in the fourth quarter caused widespread labor shortages across the supply chain, negatively impacting our manufacturing and shipping operations as well as our customers’ ability to receive shipments and as a result, our 2021 adjusted EBITDA was slightly below “threshold” under our 2021 annual bonus plan. The special bonus awards were paid to participants, including the named executive officers (other than Mr. Keller) in an amount equivalent to the “threshold” level under our annual bonus plan. Consistent with Mr. Keller’s employment agreement and its provisions regarding his first annual bonus, Mr. Keller received a special bonus award equivalent to his “target” bonus under the 2021 annual bonus plan, with the bonus being pro-rated to reflect the period of time Mr. Keller served as our President and Chief Executive Officer during fiscal 2021. (4) The “stock awards” column sets forth, for a given year, (a) the aggregate grant date fair value of performance share LTIAs granted in that year reduced by the present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period), and (b) the aggregate grant date fair value of restricted stock, if any, granted in that year, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 based upon, in the case of the performance share LTIAs, the probable outcome (as of the grant date) of the applicable performance conditions (i.e., the “target” value). The amounts reported in the “stock awards” column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and estimate of aggregate compensation expense is set forth in Note 15 of the notes to our consolidated financial statements in our 2022 annual report. As discussed, above, the amounts set forth in the “stock awards” column assume that performance share LTIAs will be earned at “target.” The table below provides the value of the awards at date of grant (calculated in accordance with FASB ASC Topic 718 as set forth above), assuming that threshold, target and maximum performance goals were met. The table also sets forth the value of the restricted stock awards (calculated in accordance with FASB ASC Topic 718 as set forth above) reflected in the “stock awards” column.

  27. Summary Compensation Table

    | | | FASB ASC Topic 718 Values | | | | | | | Performance Share LTIAs | | | Restricted Stock | | Name | Year | Threshold | Target | Maximum | | | Kenneth C. Keller | 2022 | $460,788 | $921,575 | $2,150,320 | $383,389 | | | 2021 | $1,503,120 | $3,006,272 | $7,014,605 | $242,783 | | Bruce C. Wacha | 2022 | $117,009 | $234,018 | $546,034 | $97,358 | | | 2021 | $122,637 | $247,453 | $577,382 | $99,890 | | | 2020 | $96,138 | $192,276 | $384,552 | $97,647 | | Scott E. Lerner | 2022 | $119,366 | $238,755 | $557,080 | $99,326 | | | 2021 | $131,111 | $262,248 | $611,894 | $105,852 | | | 2020 | $105,842 | $211,683 | $423,366 | $107,498 | | Erich A. Fritz | 2022 | $99,567 | $199,155 | $464,673 | $82,840 | | | 2021 | $111,527 | $223,082 | $520,515 | $90,051 | | | 2020 | $90,041 | $180,092 | $360,184 | $91,460 | | Jordan E. Greenberg | 2022 | $92,887 | $185,773 | $433,456 | $77,263 | | | 2021 | $102,005 | $204,037 | $476,076 | $82,362 | | | 2020 | $82,351 | $164,713 | $329,427 | $83,639 | | Ellen M. Schum | 2022 | $92,887 | $185,773 | $433,456 | $77,263 |

  28. Summary Compensation Table

    The amounts listed in the “stock awards” column and in this footnote do not reflect the value of common stock actually received by the named executive officers, whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named executive officers’ continued employment. For more details on performance share LTIA and restricted stock grants in 2022, see the Grants of Plan-Based Awards in Fiscal 2022 table below. Additional information regarding performance share LTIAs granted in 2021 and 2022 and restricted stock granted in 2020, 2021 and 2022 that are still outstanding can be found in the table Outstanding Equity Awards at 2022 Fiscal-Year End table below. (5) The amounts shown in this column represent payments made under annual bonus plans. No awards under our annual bonus plan were earned by the named executive officers for fiscal 2022 or 2021. Annual bonuses listed in this column as being earned in 2020 were paid in March 2021. (6) For 2021, the “option awards” column sets forth the aggregate grant date fair value of the stock option awards granted in that year, calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the aggregate grant date fair value is set forth in Note 15 of the notes to our consolidated financial statements in our 2022 annual report. None of the named executive officers received stock option awards in 2020 or 2022. (7) Represents the aggregate change in pension value of the named executive officer’s accumulated benefit under our defined benefit pension plan. In accordance with SEC rules, negative amounts have been reported as zero in this table. During fiscal 2022, negative amounts for Mr. Wacha, Mr. Lerner, Mr. Greenberg and Ms. Schum were $21,546, $168,644, $205,819 and $6,369, respectively. See the pension benefits table on page 49 for additional information, including the present value assumptions used in this calculation. We do not have any non-qualified deferred compensation plans. (8) The following table describes each component of the “all other compensation” column. In accordance with SEC rules, the compensation in the table omits information regarding plans or arrangements such as group life, health, hospitalization and medical reimbursement plans that do not discriminate in scope, terms or operation, in favor of executive officers or directors of B&G Foods and that are available generally to all salaried employees.

  29. Summary Compensation Table

    | Name | Year | Matching Contributions to 401(k) Plan | Automobile Allowance(A) | Cell Phone Allowance(A) | Relocation, Temporary Living and Travel Allowances | Post- Employment Compensation and Benefits(B) | Total | | Kenneth C.. Keller | 2022 | $15,250 | $10,000 | $1,560 | | $— | $26,810 | | | 2021 | $14,500 | $5,385 | $1,560 | $125,100 | $— | $146,545 | | Bruce C. Wacha | 2022 | $9,150 | $10,000 | $1,560 | $— | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $— | $20,260 | | | 2020 | $8,550 | $10,000 | $1,560 | $— | $— | $20,110 | | Scott E. Lerner | 2022 | $9,150 | $10,000 | $1,560 | $— | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $— | $20,260 | | | 2020 | $8,550 | $10,000 | $1,560 | $— | $— | $20,110 | | Erich A. Fritz | 2022 | $9,150 | $7,692 | $1,200 | $— | $738,932 | $756,974 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $— | $20,260 | | | 2020 | $8,550 | $10,000 | $1,560 | $— | $— | $20,110 | | Jordan E. Greenberg | 2022 | $9,150 | $10,000 | $1,560 | $— | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $— | $20,260 | | | 2020 | $8,550 | $10,000 | $1,560 | $— | $— | $20,110 | | Ellen M. Schum | 2022 | $9,150 | $10,000 | $1,560 | $— | $— | $20,710 |

  30. Summary Compensation Table

    (A) The amounts shown reflect unrestricted automobile and cell phone allowances that are fully taxable to the officer. (B) Mr. Fritz retired from our company effective October 1, 2022. As previously disclosed we entered into a retirement agreement with Mr. Fritz pursuant to which he is receiving (1) salary continuation payments of $701,203, which reflects payment of 160% of his annual base salary for an additional one year following his retirement date (and which equates to his annual base salary for one year plus a target bonus), (2) continuation of healthcare benefits for one year following his retirement date valued at $27,729, and (3) a lump sum payment of $10,000 in lieu of life insurance and disability insurance benefits.

  31. Grants of Plan-Based Awards in Fiscal 2022

    Grants of Plan-Based Awards in Fiscal 2022 The following table sets forth information about non-equity and equity awards granted to the named executive officers in fiscal 2022.

  32. Grants of Plan-Based Awards in Fiscal 2022

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Kenneth C. Keller | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $270,375 | $1,081,500 | $2,163,000 | | | | | | | 2022 to 2024 PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 21,108 | 42,216 | 98,503 | | $921,575 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 14,023 | $383,389 | | Bruce C. Wacha | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $90,118 | $360,473 | $720,947 | | | | | | | 2022-2024 PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 5,360 | 10,720 | 25,103 | | $234,018 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 3,561 | $97,358 | | Scott E. Lerner | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $78,802 | $315,208 | $630,416 | | | | | | | 2022-2024 PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 5,468 | 10,937 | 25,519 | | $238,755 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 3,633 | $99,326 | | Erich A. Fritz | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $65,738 | $262,951 | $525,902 | | | | | | | 2022-2024PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 4,561 | 9,123 | 21,286 | | $199,155 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 3,030 | $82,840 | | Jordan E. Greenberg | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $62,346 | $249,385 | $498,769 | | | | | | | 2022-2024 PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 4,255 | 8,510 | 19,856 | | $185,773 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 2,826 | $77,263 | | Ellen M. Schum | | | | | | | | | | | | 2022 Annual Bonus Plan(1) | N/A | N/A | $62,346 | $249,385 | $498,769 | | | | | | | 2022-2024 PS LTIAs | 3/25/2022 | 3/25/2022 | | | | 4,255 | 8,510 | 19,856 | | $185,773 | | Restricted Stock | 3/25/2022 | 3/25/2022 | | | | | | | 2,826 | $77,263 |

  33. Grants of Plan-Based Awards in Fiscal 2022

    (1) Shows the potential value of the payout for the named executive officer under our annual bonus plan for fiscal 2022 if the threshold, target or maximum adjusted EBITDA objective were satisfied. The potential payouts were performance-driven and therefore completely at risk. As reflected in the non-equity incentive plan compensation column and the footnote thereto in the summary compensation table, our 2022 adjusted EBITDA did not satisfy our threshold objective and therefore no annual bonus plan awards were paid to the named executive officers pursuant to the 2022 annual bonus plan. See footnote (5) to the Summary Compensation Table above. (2) The values included in this column with respect to the performance share LTIAs reflect the grant date fair value of the performance share LTIAs reduced by the present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period) computed in accordance with FASB ASC Topic 718 based upon the probable outcome (as of the grant date) of the applicable performance conditions. The value included in this column for each restricted stock award reflects the aggregate grant date fair value of the award, regardless of when and how the award vests. The restricted stock awards vest one-third per year on each of the first three anniversaries of the grant date. The amounts reported in this column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period, in the case of performance share LTIAs, and over the vesting period, in the case of restricted stock awards, in each case determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and estimate of aggregate compensation expense is set forth in Note 15 of the notes to our consolidated financial statements in our 2022 annual report. The amounts listed in this column do not reflect whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named executive officers’ continued employment.

  34. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 Fiscal Year-End The following table provides information on the outstanding equity awards held by the named executive officers as of December 31, 2022.

  35. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards(1) | | | | | | Name | Number of Securities Underlying Options that are Exercisable | Number of Securities Underlying Options that are Unexercisable | Option Exercise Price ($) | Option Grant Date | Option Vesting Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Performance Period | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Kenneth C. Keller | — | 228,882 | $34.07 | 6/14/2021 | 6/14/2024 | 6/14/2031 | | | 2021 to 2023 | 19,358(2) | $215,842 | | | | | | | | | | | 2022 to 2024 | 21,108(2) | $235,354 | | | | | | | | | 4,751(3) | $52,974 | | | | | | | | | | | | 14,023(6) | $156,356 | | | | | Bruce C. Wacha | | | | | | | | | 2021 to 2023 | 4,599(2) | $51,279 | | | | | | | | | | | 2022 to 2024 | 5,360(2) | $59,764 | | | | | | | | | 1,974(4) | $22,010 | | | | | | | | | | | | 2,044(5) | $22,791 | | | | | | | | | | | | 3,561(6) | $39,705 | | | | | Scott E. Lerner | 43,445 | — | $30.94 | 12/11/2014 | 12/11/2017 | 12/11/2024 | | | 2021 to 2023 | 4,874(2) | $54,345 | | | 10,359 | — | $27.77 | 3/10/2015 | 3/10/2018 | 3/10/2025 | | | 2022 to 2024 | 5,468(2) | $60,968 | | | 17,214 | — | $34.00 | 3/15/2016 | 3/15/2019 | 3/15/2026 | 2,173(4) | $24,229 | | | | | | 11,920 | — | $41.60 | 3/14/2017 | 3/14/2020 | 3/14/2027 | 2,166(5) | $24,151 | | | | | | 25,608 | — | $26.80 | 3/13/2018 | 3/13/2021 | 3/13/2028 | 3,633(6) | $40,508 | | | | | Erich A. Fritz | | | | | | | | | 2021 to 2023 | 2.418(2) | $26,961 | | | | | | | | | | | 2022 to 2024 | 1,140(2) | $12,711 | | Jordan E. Greenberg | 2,409 | — | $27.77 | 3/10/2015 | 3/10/2018 | 3/10/2025 | | | 2021 to 2023 | 3,792(2) | $42,281 | | | 5,272 | — | $34.00 | 3/15/2016 | 3/15/2019 | 3/15/2026 | | | 2022 to 2024 | 4,255(2) | $47,433 | | | 3,711 | — | $41.60 | 3/14/2017 | 3/14/2020 | 3/14/2027 | 1,691(4) | $18,855 | | | | | | 7,896 | — | $26.80 | 3/13/2018 | 3/13/2021 | 3/13/2028 | 1,686(5) | $18,799 | | | | | | | | | | | | 2,826(6) | $31,510 | | | | | Ellen M. Schum | | | | | | | | | 2021 to 2023 | 3,792(2) | $42,281 | | | | | | | | | | | 2022 to 2024 | 4,255(2) | $47,433 | | | | | | | | | 1,691(4) | $18,855 | | | | | | | | | | | | 1,686(5) | $18,799 | | | | | | | | | | | | 2,826(6) | $31,510 | | | |

  36. Outstanding Equity Awards at 2022 Fiscal Year-End

    (1) Does not include shares of common stock for 2020 to 2022 performance shares LTIAs, which had vested at the end of fiscal 2022 subject to confirmation by the compensation committee that the performance goal had been satisfied. Following such confirmation, shares of common stock for the 2020 to 2022 performance share LTIAs were paid in March 2023, and are reflected below in the Option Exercises and Stock Vested in Fiscal 2022 table. (2) In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), reflects the number of shares of common stock each named executive officer would receive under each grant of the 2021 to 2023 and 2022 to 2024 performance shares LTIAs, assuming that the financial targets associated with the 2021 to 2023 performance share LTIAs and the 2022 to 2024 performance share LTIAs are each achieved at the threshold level (i.e., 50% of target), and the dollar value of those shares based on the closing market price of the company’s common stock of $11.15 per share on December 30, 2022 (the last business day of fiscal 2022). The awards vest at the end of the applicable performance period, subject to confirmation by the compensation committee that the applicable performance goals have been satisfied. As noted in the Compensation Discussion and Analysis section of this proxy statement, the number of shares that may be earned by each named executive officer from threshold to maximum is determined at the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA. Therefore, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants. Reflects the remaining two-thirds of the shares of restricted stock granted on June 14, 2021 that had not yet vested, one-half of which will vest on each of June 13, 2023 and June 13, 2024. Reflects the remaining one-third of the shares of restricted stock granted on March 25, 2020 that had not yet vested, all of which vested on March 25, 2023. (5) Reflects the remaining two-thirds of the shares of restricted stock granted on March 25, 2021 that had not yet vested, half of which vested on March 25, 2023 and half of which will vest on March 25, 2024. (6) Reflects shares of restricted stock granted on March 25, 2022, one-third of which vested or will vest on each of March 25, 2023, March 25, 2024 and March 25, 2025.

  37. Option Exercises and Stock Vested in Fiscal 2022

    Option Exercises and Stock Vested in Fiscal 2022 The following table provides information on the value of stock awards that vested during fiscal 2022 for each of our named executive officers. No stock options were exercised by our named executive officers during 2022.

  38. Option Exercises and Stock Vested in Fiscal 2022

    | | | Stock Awards | | | Name | Award Type | Number of Shares Acquired on Vesting(6) (#) | Value Realized on Vesting(7) ($) | | Kenneth C. Keller | 2021 2022 PS LTIAs(1) | — | — | | | Restricted Stock(2) | 2,375 | $52,891 | | Bruce C. Wacha | 2020-2022 PS LTIAs(3) | 35,508 | $447,401 | | | Restricted Stock(4) | 2,994 | $81,856 | | Scott E. Lerner | 2020-2022 PS LTIAs(3) | 39,092 | $492,559 | | | Restricted Stock(4) | 3,254 | $88,964 | | Erich A. Fritz | 2020-2022 PS LTIAs(3) | 30,486 | $384,124 | | | Restricted Stock(4) | 2,768 | $75,677 | | | Restricted Stock(5) | 6,722 | $110,846 | | Jordan E. Greenberg | 2020-2022 PS LTIAs(3) | 30,418 | $383,267 | | | Restricted Stock(4) | 2,531 | $69,198 | | Ellen M. Schum | 2020-2022 PS LTIAs(3) | 30,418 | $383,267 | | | Restricted Stock(4) | 2,531 | $69,198 |

  39. Option Exercises and Stock Vested in Fiscal 2022

    (1) No shares were earned pursuant to Mr. Keller’s phase-in 2021 to 2022 performance share LTIAs. (2) Reflects the vesting on June 14, 2022 of one-third of the total number of shares of restricted stock granted on June 14, 2021. (3) Reflects shares earned at maximum (200% of target) pursuant to 2020 to 2022 performance share LTIAs. The gross number of shares set forth in the third column had vested at the end of fiscal 2022 subject to confirmation by the compensation committee that the performance goals had been satisfied. Following such confirmation, a net number of shares were issued in February 2023 after shares were withheld for tax withholding. (4) Reflects the vesting on March 25, 2022 of one-third of the total number of shares of restricted stock granted on each of March 25, 2020 and March 25, 2021. (5) Pursuant to Mr. Fritz’s retirement agreement and restricted stock award agreements and effective October 1, 2022, vesting was accelerated for Mr. Fritz’s remaining shares of restricted stock that had been granted on March 25, 2020, March 25, 2021 and March 25, 2022. (6) Represents the gross number of shares that vested. Upon the vesting of performance share LTIAs and restricted stock, a net number of shares are issued or released, as applicable, after shares are withheld for tax withholding. (7) Calculated based upon the gross number of shares acquired upon vesting (without taking into account shares withheld or canceled for tax withholding) and the closing price of our common stock on the vesting date.

  40. Severance Benefits

    Severance Benefits Executive Severance Benefits. To ensure that we are offering a competitive executive compensation program, we believe it is important to provide reasonable severance benefits to our named executive officers. In the case of termination by us without cause, termination by us due to the named executive officer’s disability, death, or a resignation by the named executive officer described above that is considered to be a termination by us without cause, each executive officer’s employment agreement provides that he or she will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits: (1) salary continuation payments for one year in an amount equal to 200% of his then current base salary in the case of Mr. Keller, and 160% of his or her then current base salary in the case of each of the others, (2) continuation during the one-year severance period of medical, dental, life insurance and disability insurance for the named executive, his or her spouse and his or her dependents, or if the continuation of all or any of the such benefits is not available because of his or her status as a terminated employee, a payment equal to the market value of such excluded benefits, (3) if legally allowed, one additional year of service credit under our qualified defined benefit pension plan, except in the case of Mr. Keller, who is not a participant in the plan, and (4) outplacement services. If a named executive officer’s employment with B&G Foods ends during a performance share LTIA performance period due to termination by B&G Foods without cause, there is no accelerated vesting of the performance share LTIAs and therefore the compensation a named executive officer received in respect of such performance share LTIAs is not included in the table below. Instead, after the performance period is completed, the named executive officer would be entitled to a pro rata portion of the number of performance shares, if any, he or she would have received had the named executive officer remained employed until the end of the performance period. The pro rata portion would be based on the number of full months in the performance period during which the named executive officer was employed as compared to the total number of months in the performance period. The estimated severance and other benefits for each named executive officer in the event of a termination by us without cause are set forth below. The amounts assume that the termination without cause was effective as of December 30, 2022 (the last business day of fiscal 2022) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination.

  41. Severance Benefits

    | Name | Continuation of Salary | Continuation of Health Care and Other Insurance Benefits | Estimated Present Value of Additional Pension Credits(2) | Accelerated Vesting of Options(3)(4) | Accelerated Vesting of Restricted Stock(4) | Total | | Kenneth C. Keller | $2,163,000 | $36,692 | — | — | $209,330 | $2,409,022 | | Bruce C. Wacha | $875,435 | $36,692 | $21,794 | — | $84,506 | $1,018,427 | | Scott E. Lerner | $840,555 | $36,692 | $20,749 | — | $88,888 | $986,884 | | Erich A. Fritz(1) | — | — | — | — | — | — | | Jordan E. Greenberg | $680,000 | $27,729 | $26,471 | — | $69,163 | $803,363 | | Ellen M. Schum | $680,000 | $36,692 | $31,219 | — | $69,163 | $817,074 |

  42. Severance Benefits

    Mr. Fritz retired from our company on October 1, 2022, and therefore he would not have been entitled to any severance benefits as of the last business day of fiscal 2022. Pursuant to the retirement agreement we entered into with Mr. Fritz, Mr. Fritz is receiving post-employment compensation and benefits for a period of one year following his retirement. See note 8 in the summary compensation table above for additional information. (2) Mr. Keller is not eligible to participate in our defined benefit pension plan because, effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to participate in our defined benefit pension plan. (3) As of the last business day of fiscal 2022, Mr. Keller had 228,882 unvested options, 114,441 of which would have vested upon a termination by us without cause on that day. No value is listed in the table above because all of such options were underwater. (4) Based upon the closing price of $11.15 per share of our company’s common stock on December 30, 2022, the last business day of fiscal 2022. Change in Control Severance Benefits. From time to time, we may explore potential transactions that could result in a change in control of our company. We believe that when a transaction is perceived as imminent, or is taking place, we should be able to receive and rely on the disinterested service of our named executive officers, without them being distracted or concerned by the personal uncertainties and risks associated with such a situation. We further believe that our stockholders are best served if their interests are aligned with the interests of our executives, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential transactions that may enhance the value of our stockholders’ investments. The employment agreements of named executive officers provide that the severance period set forth above will be increased to two years after the executive’s termination of employment if the executive’s termination is following a change in control. If an executive terminates employment following a change in control the executive might become subject to an excise tax imposed under Section 4999 of the Internal Revenue Code. When a company reimburses an executive for the amount of that excise tax to put the executive in the same after-tax economic position that the executive would be in if the excise tax did not apply, it is known as an excise tax gross-up. In 2014, our compensation committee decided that excise tax gross-up provisions would no longer be included in any new employment agreements and would be removed from any grandfathered employment agreements upon any material amendment to such agreements. We no longer have any employment agreements, grandfathered or otherwise, that require our company to pay an excise tax gross up. The estimated severance and other benefits for each named executive officer in the event of a change in control and termination of employment are set forth below. The amounts assume that the change of control and termination was effective as of December 30, 2022 (the last business day of fiscal 2022) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination.

  43. Severance Benefits

    | Name | Continuation of Salary | Continuation of Health Care and Other Insurance Benefits | Estimated Present Value of Additional Pension Credits(2) | Accelerated Vesting of LTIAs(3) | Accelerated Vesting of Options(3)(4) | Accelerated Vesting of Restricted Stock(3) | Gross- Up for Excise Taxes(5) | Total | | Kenneth C. Keller | $4,326,000 | $73,384 | — | $444,695 | — | $209,330 | — | $5,053,409 | | Bruce C. Wacha | $1,750,871 | $73,384 | $43,589 | $108,222 | — | $84,506 | — | $2,060,572 | | Scott E. Lerner | $1,681,110 | $73,384 | $41,498 | $113,106 | — | $88,888 | — | $1,997,986 | | Erich A. Fritz(1) | — | — | — | $103,673 | — | — | — | $103,673 | | Jordan E. Greenberg | $1,360,000 | $55,458 | $52,943 | $88,007 | — | $69,163 | — | $1,625,571 | | Ellen M. Schum | $1,360,000 | $73,384 | $62,437 | $88,007 | — | $69,163 | — | $1,652,991 |

  44. Severance Benefits

    (1) Mr. Fritz retired from our company on October 1, 2022 and therefore he would not have been entitled to any change in control severance benefits as of the last business day of fiscal 2022, except that he would be entitled to accelerated vesting of performance share LTIAs in the event of a change in control. (2) Mr. Keller is not eligible to participate in our defined benefit pension plan because, effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to participate in the defined benefit pension plan. Based upon the closing price of $11.15 per share of our company’s common stock on December 30, 2022, the last business day of fiscal 2022. As of the last business day of fiscal 2022, Mr. Keller had 228,882 unvested options, all of which would have vested upon a change in control on that day. No value is listed in the table above because all of such options were underwater. (5) None of our employment agreements require us to pay an excise tax gross up. Release. The obligation of B&G Foods to provide the salary continuation and other severance benefits described above is contingent upon and subject to the execution and delivery by the named executive officer of a general release. The general release is required to provide that for and in consideration of the salary continuation and other severance benefits, the executive officer release any and all claims and rights ensuing from his or her employment with and termination from our company, which he or she may have against the company or any of our subsidiaries or other affiliates, and their respective directors, officers, employees and agents, arising from or related to his or her employment or termination.

  45. 401(k) Plan

    401(k) Plan We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 75% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($20,500 in 2022 if the participant is under age 50, and $27,000 in 2022 if the participant is age 50 or over). For those employees eligible to participate in our defined benefit pension plan described below (i.e., employees hired before January 1, 2020), we make a 50% matching contribution with respect to the participant’s elective contributions up to six percent of such participant’s compensation (provided that for fiscal 2022, matching contributions were based only on the first $305,000 of such participant’s compensation), and matching contributions become fully vested after five years of employment with the company. For those employees not eligible to participate in our defined benefit pension plan (i.e., employees hired on or after January 1, 2020, which includes Mr. Keller, who was hired on June 14, 2021), we make a 100% matching contribution with respect to the participant’s elective contributions up to five percent of such participant’s compensation (provided that for fiscal 2022, matching contributions were based only on the first $305,000 of such participant’s compensation) and matching contributions vest immediately.

  46. Pension Benefits Table

    Pension Benefits Table

  47. Pension Benefits Table

    | Name | Number of Years of Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Kenneth C. Keller(2) | — | — | — | | Bruce C. Wacha | 5 | $116,234 | — | | Scott E. Lerner | 17 | $361,383 | — | | Erich A. Fritz(3) | 4 | $112,400 | — | | Jordan E. Greenberg | 23 | $617,651 | — | | Ellen M. Schum | 4 | $135,282 | — |

  48. Pension Benefits Table

    (1) The present value of the accumulated benefit as of the end of fiscal 2022 for each named executive officer reflects pension benefits payable at the earliest age the named executive officer may retire without significant benefit reductions, or current age, if later. The same assumptions used in Note 12 to B&G Foods’ audited financial statements in the 2022 annual report are used in calculating the present value of accumulated pension benefits, including a discount rate of 5.00%. The present value of the accumulated benefit is also based upon post-retirement mortality rates in accordance with the PRI-2012 Mortality Tables and projected generationally with Scale MP-2021 and the single life annuity payment form (or actual elected form if in payment). (2) Mr. Keller is not eligible to participate in our defined benefit pension plan because effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to participate in the defined benefit pension plan. (3) Mr. Fritz retired from our company on October 1, 2022, and will begin receiving pension payments in November 2023 after the salary continuation payments he is receiving pursuant to his retirement agreement end. Mr. Fritz will receive an additional year of credited service for the period of time during which he is receiving salary continuation payments.

  49. Pay Ratio Disclosure

    Pay Ratio Disclosure Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, require us to provide the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee of the company. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As previously disclosed, to identify our median employee we used the following methodology: • we collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis, as of the end of fiscal 2020; • we applied an average exchange rate to convert all international currencies into U.S. dollars; and • we used total gross wages for fiscal 2020 as our consistently applied compensation measure and annualized the compensation of permanent full-time and part-time employees who were not employed by us for the entire calendar year (we did not annualize the compensation for temporary or seasonal employees and we did not make any full-time adjustments). Using this methodology, we determined that our median employee is a non-exempt, full-time hourly employee located in the United States. As permitted under SEC rules, we may identify our median employee for purposes of providing disclosure once every three years, provided that there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in significant change in our pay ratio disclosure. We believe during fiscal 2022 there has been no change to our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are using the same median employee identified in 2020 to calculate our fiscal 2022 CEO pay ratio. For fiscal 2022, the annual total compensation of our median employee was $50,634, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for our Chief Executive Officer, Mr. Keller, was $2,413,274, as reported in the summary compensation included earlier in this proxy statement. On the basis of the information set forth above, for 2022 the ratio of the annualized total compensation of Mr. Keller to the annual total compensation of our median employee was estimated to be 48 to 1. The pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

  50. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure summarizes the relationship between the “compensation actually paid” (as calculated pursuant to Item 402(v)) by our company to our principal executive officer (who we refer to as our PEO or our chief executive officer) and our non-PEO named executive officers (who we refer to as our other named executive officers) and the financial performance of our company over a three-year performance period. “Compensation actually paid” does not necessarily reflect value actually realized by our chief executive officer or the other named executive officers or how our compensation committee evaluates compensation decisions in light of company or individual performance. For a discussion of how our compensation committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 30. The “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years but instead are amounts determined in accordance with Item 402(v). For example, the value of any shares of common stock that an executive actually receives in respect of performance share long-term incentive awards will ultimately depend on whether and at what level financial performance metrics are attained following the completion of the three-year performance period and the stock price at the time of issuance of the shares of common stock, if any, following vesting. Therefore, until the time of vesting, such awards remain at risk of forfeiture, reduction in the amount of shares earned and the value of the shares earned. “Compensation actually paid” is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term incentives, and many other factors.

  51. Pay Versus Performance Disclosure

    | | Summary Compen- sation Table Total for First PEO (Romanzi) | Summary Compen- sation Table Total for Second PEO (Wenner) | Summary Compen- sation Table Total for Third PEO (Keller) | Compen- sation Actually Paid to First PEO (Romanzi) | Compen- sation Actually Paid to Second PEO (Wenner) | Compen- sation Actually Paid to Third PEO (Keller) | Average of Summary Compen- sation Table for non- PEO NEOs | Average Compen- sation Actually Paid to non- PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | | | | | | | | | Total Shareholder Return(2) | Peer Group Total Shareholder Return(3) | Net Income (Loss)(4) | Adjusted EBITDA(5) | | | | | | | | | | | | | (in thousands) | | | 2022 | N/A | N/A | $2,413,274 | N/A | N/A | $129,352 | $908,415 | $224,231 | $76 | $129 | $(11,370) | $300,963 | | 2021 | N/A | $1,291,748 | $6,040,794 | N/A | $1,291,748 | $2,570,942 | $891,725 | $1,053,237 | $194 | $118 | $67,363 | $357,984 | | 2020 | $5,113,323 | $370,536 | N/A | $7,652,148 | $331,452 | N/A | $1,365,266 | $2,795,471 | $165 | $105 | $131,988 | $361,247 |

  52. Pay Versus Performance Disclosure

    (1) The named executive officers included in the table above were:

  53. Pay Versus Performance Disclosure

    | Year | Principal Executive Officers (PEO) | Non-PEO Named Executive Officers | | 2022 | Kenneth C. Keller | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg, Ellen M. Schum | | 2021 | David L. Wenner, Kenneth C. Keller | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg | | 2020 | Kenneth G. Romanzi, David L. Wenner | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg |

  54. Pay Versus Performance Disclosure

    (2) Total shareholder return assumes that dividends were reinvested on the day of issuance. The peer group used in this disclosure is the S&P Packaged Foods & Meats Index, which is the same peer group used in Part II, Item 5 of our 2022 annual report. Net income (loss) as reported in our company’s consolidated statements of operations in our 2022 annual report. (5) Adjusted EBITDA was determined to be the most important financial performance measure linking “compensation actually paid” to our company’s performance for 2022 and therefore was selected as the 2022 “company selected measure” as defined in Item 402(v). Adjusted EBITDA and how it is used in our incentive programs is discussed in the Compensation Discussion and Analysis beginning on page 30. Adjusted EBITDA is a non-GAAP financial measure. Please see also the discussion within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 annual report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures, along with the components of adjusted EBITDA. The table below describes the adjustments, each of which is required by SEC rules, to calculate “compensation actually paid” from the summary compensation table totals for the three PEOs and our non-PEO named executive officers.

  55. Pay Versus Performance Disclosure

    | | 2022 | | 2021 | | | 2020 | | | | Adjustments(1) | Third PEO | Other NEOs | Third PEO | Second PEO | Other NEOs | Second PEO | First PEO | Other NEOs | | Summary Compensation Table (SCT) Total | $2,413,274 | $908,415 | $6,040,794 | $1,291,748 | $891,725 | $370,536 | $5,113,323 | $1,365,266 | | Adjustments for stock awards and option awards | | | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT total for the covered fiscal year | (1,304,964) | (295,510) | (4,749,056) | (374,997) | (328,744) | — | (968,641) | (282,252) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 156,356 | 28,647 | 1,272,434 | — | 89,171 | — | 927,702 | 881,547 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (1,146,488) | (29,484) | — | — | 161,005 | — | 1,599,709 | 760,115 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | 9,993 | — | 374,997 | — | — | 548,278 | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (20,093) | (450,488) | — | — | 204,831 | — | 574,201 | 138,751 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | — | (199,158) | — | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT total for the covered fiscal year | 31,266 | 13,007 | 6,770 | — | 12,346 | — | 73,860 | 8,556 | | Adjustments for defined benefit pension plans | | | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT total for the covered fiscal year | — | (3,206) | — | — | (18,823) | (39,084) | (57,438) | (104,128) | | Add: Service cost for the covered fiscal year | — | 42,857 | — | — | 41,725 | — | 40,312 | 27,615 | | Add: Prior service cost for the covered fiscal year | — | — | — | — | — | — | — | — | | “Compensation Actually Paid” | $129,352 | $224,231 | $2,570,942 | $1,291,748 | $1,053,237 | $331,452 | $7,652,148 | $2,795,471 |

  56. Pay Versus Performance Disclosure

    (1) The assumptions we used to calculate the values for restricted stock and performance share awards included in the calculation of “compensation actually paid” did not differ materially from those used to calculate grant date fair value for such awards. The assumptions we used to calculate the value for stock options did not differ materially from those used to calculate grant date fair value for such awards; we used a Black-Scholes value as of the applicable year-end or vesting date, determined using the same methodology we use to determine grant date fair value, except that (a) we used the closing stock price on the applicable revaluation date as the current market price, (b) and switched away from the simplified method for determining expected life and adjusted to or towards the full remaining contractual life because all of the stock options were significantly underwater at the applicable valuation date or vesting date. Amounts in the table may not foot due to rounding. Relationship between Compensation Actually Paid and Financial Measures. Our executive compensation program, which is guided by the principal of “pay for performance,” is designed to attract, motivate, and retain our named executive officers, reinforce the execution of our business strategy and the achievement of our business objectives, and align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term goals and the realization of increased stockholder value. Consistent with its pay for performance philosophy, the compensation committee believes that it is important to place at risk a greater percentage of executives officer compensation than that of non-executives by tying executives compensation directly to the performance of B&G Foods. Accordingly, a majority of executive compensation consists of annual bonuses and long-term incentives linked to the company’s financial performance and/or the performance of the company’s stock. As illustrated in the pay versus performance tables above and the table immediately below, “compensation actually paid” to Mr. Keller and the non-PEO named executive officers for fiscal 2021 declined 95.0% and 78.7%, which correlated with declines in total stockholder return, net income and adjusted EBITDA. The percentage change in “compensation actually paid” to Mr. Wenner in 2021 as compared to 2020 is primarily attributable to Mr. Wenner serving as an employee of B&G Foods for six months in 2021 and only one and one-half months in 2020. “Compensation actually paid” to the non-PEO named executive officers in fiscal 2021 declined 62.3%, which correlated with declines in net income and adjusted EBITDA.

  57. Pay Versus Performance Disclosure

    | Fiscal Years | Change in CAP to Third PEO | Change in CAP to Second PEO | Change in CAP to First PEO | Change in CAP to Other NEOs | Change in Company TSR | Change in Peer Group TSR | Change in Net Income | Change in Adjusted EBITDA | | 2022 vs. 2021 | (95.0)% | N/A | N/A | (78.7)% | (60.8)% | 9.3% | (116.9)% | (15.9)% | | 2021 vs. 2020 | N/A | 289.7% | N/A | (62.3)% | 17.6% | 12.4% | (49.0)% | (0.9)% |

  58. Pay Versus Performance Disclosure

    Financial Performance Measures. The following table lists the three financial performance measures that, in our company’s assessment, represent the most important performance measures used to link “compensation actually paid” to our named executive officers to our company’s performance for 2022.

  59. Pay Versus Performance Disclosure

    | Adjusted EBITDA (non-GAAP) | | Excess Cash (non-GAAP) | | Cumulative Excess Cash (non-GAAP) |

  60. Pay Versus Performance Disclosure

    The information contained in this Pay Versus Performance Disclosure section will not be incorporated into any filings under the Securities Act or the Exchange Act, except to the extent our company specifically incorporates such information by reference.