DEF 14A of Simply Good Foods Co, Dec 7, 2023

DEF 14A of Simply Good Foods Co

Filed Dec 7, 2023 · FY20230001104659-23-124249

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors

  2. Our Board of Directors

    | Director Name Principal Occupation | Independent | Other Current Public Boards | Audit | Compensation | Corporate Responsibility and Sustainability | Nominating and Corporate Governance | | Directors standing for re-election at the Annual Meeting: | | | | | | | | Clayton C. Daley, Jr. Former CFO and Vice Chairman of Procter & Gamble Age: 72 Director Since: 2017 | ● | 0 | M | C | | | | Nomi P. Ghez Current Co-founding partner of Circle Financial Group, LLC Age: 77 Director Since: 2017 | ● | 0 | M | | | C | | Michelle P. Goolsby Former senior executive of Dean Foods Company Age: 65 Director Since: 2019 | ● | 0 | M | | C | M | | James M. Kilts (Chairman of the Board) Current Chairman of the Board of Directors of The Simply Good Foods Company, Partner of Centerview Capital Consumer Age: 75 Director Since: 2017 | ● | 2 | | | | M | | Robert G. Montgomery Current Founder and Principal of Montgomery Consulting Solutions and former EVP at Birds Eye Foods, Inc. Age: 70 Director Since: 2017 | ● | 0 | | M | M | | | Brian K. Ratzan Current Partner of Centerview Capital Consumer Age: 53 Director Since: 2017 | ● | 1 | | M | | | | David W. Ritterbush Current CEO of Califia Farms, LLC Age: 57 Director Since: 2019 | ● | 0 | | | M | | | Joseph E. Scalzo (Executive Vice Chairman) Current Executive Vice Chairman of the Board of The Simply Good Foods Company; former President and CEO of The Simply Good Foods Company Age: 65 Director Since: 2017 | | 2 | | | | | | Joseph J. Schena (Audit Committee Financial Expert) Former Chief of Staff at Cohen Enterprises Age: 65 Director Since: 2021 | ● | 0 | C | | | | | Geoff E. Tanner Current President and Chief Executive Officer of The Simply Good Foods Company Age: 50 Director since 2023 | | 0 | | | | | | David J. West Current Partner of Centerview Capital Consumer Age: 60 Director Since: 2017 | ● | 2 | | M | | | | James D. White Owner of Culture Design Lab and Former Chairman, President and CEO of Jamba Inc. Age: 63 Director Since: 2019 | ● | 3 | | M | | M |

  3. Board of Directors

    Board of Directors Our amended and restated certificate of incorporation (our “Certificate”) dictates that all directors are elected for one-year terms. As a result, at the Annual Meeting all the seats on our Board are up for election. Except as otherwise provided by law and subject to the terms of the investor rights agreement (the “Investor Rights Agreement”) entered into between the Company and Conyers Park Sponsor, LLC (“Conyers Park Sponsor”) as part of the Business Combination, and any other rights of any class or series of preferred stock that may be issued in the future, vacancies on our Board (including a vacancy created by an increase in the size of the Board) may be filled only by the remaining directors. See “Certain Relationships and Related Person Transactions — Investor Rights Agreement” below for additional information on certain director nomination rights. Our Corporate Governance Guidelines provide that a director shall not be eligible to stand for reelection if that director reaches their 78th birthday prior to the next director election. A director, however, may serve out the current term following the 78th birthday.

  4. Director Compensation Table

    Director Compensation Table The table below sets forth information concerning the compensation of our non-employee directors who served in fiscal year 2023. In addition to the amounts shown below, we also reimburse directors for travel expenses and other out-of-pocket costs incurred in connection with their attendance at meetings. Messrs. Joseph Scalzo and Geoff Tanner do not receive separate compensation for their service as director.

  5. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | James M. Kilts | 175,000.00 | 114,997.73 | 289,997.73 | | Clayton C. Daley, Jr | 95,000.00 | 114,997.73 | 209,997.73 | | Nomi P. Ghez | 95,000.00 | 114,997.73 | 209,997.73 | | Michelle P. Goolsby | 95,000.00 | 114,997.73 | 209,997.73 | | Robert G. Montgomery | 85,000.00 | 114,997.73 | 199,997.73 | | Brian K. Ratzan | 85,000.00 | 114,997.73 | 199,997.73 | | David W. Ritterbush | 85,000.00 | 114,997.73 | 199,997.73 | | Joseph J. Schena | 95,000.00 | 114,997.73 | 209,997.73 | | David J. West | 85,000.00 | 114,997.73 | 199,997.73 | | James D. White | 85,000.00 | 114,997.73 | 199,997.73 |

  6. Director Compensation Table

    The amounts included under the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted to each non-employee director, computed in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of these awards can be found in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023.

  7. Outstanding Equity Awards at Fiscal-Year End

    Outstanding Equity Awards at Fiscal-Year End The following table presents the number of outstanding RSUs held by each director as of August 26, 2023. None of the directors hold stock options.

  8. Outstanding Equity Awards at Fiscal-Year End

    | Director | Number of Shares Subject to Outstanding RSUs as of August 26, 2023(1) | | James M. Kilts | 3,889 | | David J. West | 3,889 | | Clayton C. Daley, Jr | 3,889 | | Nomi P. Ghez | 3,889 | | Michelle P. Goolsby | 3,889 | | Robert G. Montgomery | 3,889 | | Brian K. Ratzan | 3,889 | | David W. Ritterbush | 3,889 | | Joseph J. Schena | 3,889 | | James D. White | 3,889 |

  9. Outstanding Equity Awards at Fiscal-Year End

    The RSUs vest in full one year after grant. Meetings and Committees of the Board Our Board has established certain committees to assist in the performance of its various functions. All Board committee members are appointed by our Board upon recommendation of the Nominating and Corporate Governance Committee, subject to the Investor Rights Agreement. Our Board has affirmatively determined, upon recommendation of the Nominating and Corporate Governance Committee, that all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined under the Nasdaq listing standards. The Board also has determined that all members of the Audit Committee meet the independence requirements contemplated by the Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in determining the independence of all members of our Compensation Committee, the Board took into account the additional independence considerations required by the Nasdaq listing rules and Rule 10C-1 of the Exchange Act relating to Compensation Committee service. Our Board typically meets on a quarterly basis and holds special meetings as necessary. In fiscal year 2023, our Board met five times. Directors are required to regularly attend Board meetings and meetings of the committees on which they serve, unless unforeseen circumstances prevent them from doing so. In fiscal year 2023, all directors attended at least 75% of the total number of meetings of the Board (held during the period for which they have been a director) and the total number of meetings held by all committees of the Board on which they served (during the periods that they served). While we do not have a formal policy requiring our directors to attend stockholder meetings, our directors are invited and encouraged to attend all meetings of stockholders. All of our directors at the time attended the 2023 Annual Meeting of Stockholders. The chart below lists the committees of our Board and indicates who currently serves on those committees.

  10. Outstanding Equity Awards at Fiscal-Year End

    | Audit Committee | Compensation Committee | Corporate Responsibility and Sustainability Committee | Nominating and Corporate Governance Committee | | Joseph J. Schena (Chair)* | Clayton C. Daley, Jr (Chair) | Michelle P. Goolsby (Chair) | Nomi P. Ghez (Chair) | | Clayton C. Daley, Jr | David J. West | Robert G. Montgomery | James M. Kilts | | Nomi P. Ghez | Robert G. Montgomery | David W. Ritterbush | Michelle P. Goolsby | | Michelle P. Goolsby | Brian K. Ratzan | | James D. White | | | James D. White | | |

  11. Outstanding Equity Awards at Fiscal-Year End

    * Audit Committee Financial Expert The responsibilities of each of our Board committees are summarized below. Each of the Board committees operates under a written charter; has authority to retain independent legal, accounting or other advisors, at our expense; makes regular reports to the Board; and reviews its own performance annually.

  12. Outstanding Equity Awards at Fiscal-Year End

    | Audit Committee | | | Meetings: 4 Chair: Joseph J. Schena Other Members: • Clayton C. Daley, Jr. • Nomi P. Ghez • Michelle P. Goolsby | Key Responsibilities: • perform the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices, legal and regulatory compliance and the audit of the Company’s financial statements • maintain a line of communication between the Board and the Company’s financial management • primary responsibility for reviewing and discussing the Company’s policies with respect to risk assessment and risk management • oversee risks related to food safety, cybersecurity and other risks relevant to our computerized information system controls and security • oversee risks with respect to our Related Party Transactions Policy and any potential conflicts of interest with directors and director nominees • prepare the report to be included in the Company’s annual proxy statement | | The Audit Committee also evaluates, at least annually, the qualifications, performance and independence of our independent auditors, including an evaluation of the lead audit partner. The Board has determined that each member of the Audit Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to audit committee membership, and that Mr. Schena qualifies as an “audit committee financial expert,” as such term is defined in Item 401(d)(5)(ii) of Regulation S-K. | |

  13. Outstanding Equity Awards at Fiscal-Year End

    | Compensation Committee | | | Meetings: 6 Chair: Clayton C. Daley, Jr. Other Members: • David J. West • Robert G. Montgomery • Brian K. Ratzan • James D. White | Key Responsibilities: • review key employee compensation goals, policies, plans and programs • review and approve the compensation of our directors, Chief Executive Officer and other executive officers • review and approve employment agreements and other similar arrangements between us and our executive officers • ensure our compensation policies and procedures do not encourage risk taking in a manner that would have a material adverse effect on the Company • administer our stock plans and other incentive compensation plans | | The Compensation Committee has delegated to a sub-committee of Messrs. Daley, Montgomery and White (the “Compensation Sub-Committee”) the authority to grant equity awards to executive officers. The Compensation Committee reviews and considers our Chief Executive Officer’s recommendations with respect to compensation decisions for our named executive officers other than himself. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations, industry and the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers in light of our business at a given point in time. The Board (without the participation of our Chief Executive Officer) and Compensation Committee make all compensation decisions regarding our Chief Executive Officer. The Board has determined that each member of the Compensation Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to compensation committee membership. | |

  14. Outstanding Equity Awards at Fiscal-Year End

    | Corporate Responsibility and Sustainability Committee | | | Meetings: 4 Chair: Michelle P. Goolsby Other Members: • Robert G. Montgomery • David W. Ritterbush | Key Responsibilities: • monitor emerging trends and evolving best practices with respect to ESG • review, oversee, and discuss with management the implementation of the Company’s ESG strategy and policies making change recommendations as appropriate • review and discuss with management the Company’s internal and external communication strategies and approach with employees, investors, and other stakeholders regarding the Company’s position or approach to ESG matters and provide recommendations as appropriate | | The Corporate Responsibility and Sustainability Committee was established in July 2021 to assist the Board in discharging its oversight responsibility related to ESG matters (but excluding corporate structure governance) and to provide guidance to management on these matters. ESG matters include climate change effects, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, human capital resources, diversity, equity and inclusion, public policy engagement, political contributions, corporate charitable and philanthropic activities and other ESG matters that are relevant and material to the Company. The Board has determined that each member of the Corporate Responsibility and Sustainability Committee qualifies as an independent director according to Nasdaq rules. | |

  15. Outstanding Equity Awards at Fiscal-Year End

    | Nominating and Corporate Governance Committee | | | Meetings: 5 Chair: Nomi P. Ghez Other Members: • Michelle P. Goolsby • James M. Kilts • James D. White | Key Responsibilities: • identify individuals qualified to become members of our Board, consistent with criteria approved by our Board • oversee the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently • oversee the process of conducting management succession planning • identify best practices and recommend corporate governance principles and structures • develop and recommend to our Board a set of corporate governance guidelines and principles applicable to us | | The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as an independent director according to Nasdaq rules. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Board of Directors and Governance — Process for Recommending or Nominating Potential Director Candidates.” | |

  16. Outstanding Equity Awards at Fiscal-Year End

    | | | | | | | 1 | Election of Directors The Board recommends that you vote FOR the election of each of the director nominees. | |

  17. Directors Standing for Re-Election

    Directors Standing for Re-Election At the Annual Meeting, stockholders will vote for the 12 nominees listed below to serve until the 2025 Annual Meeting of Stockholders and the election and qualification of their successor, or until such director’s earlier death, disqualification, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named below. Each of the nominees listed below is currently a member of our Board, has been recommended by our Nominating and Corporate Governance Committee, subject to the Investor Rights Agreement, and nominated by our Board, and has agreed to stand for re-election. There are no family relationships among our directors, or between our directors and executive officers. A plurality of votes cast is necessary for the election of a director. There is no cumulative voting in the election of directors. Ages are as of the date of the Annual Meeting.

  18. Majority Vote Director Resignation Policy

    Majority Vote Director Resignation Policy Our Corporate Governance Guidelines contain a Director Resignation Policy. Under this policy, any nominee for director who receives a greater number of votes “withheld” from their election than votes “for” such election is required to offer their resignation to the Board following certification of the stockholder vote. Within 90 days following the certification of the vote, the independent directors on the Board would consider the offer of resignation and determine whether to accept or reject the tendered resignation. This policy does not apply in contested elections.

  19. Director Nominees

    Director Nominees

  20. Director Nominees

    | Clayton C. Daley, Jr. | | | Age: 72 Director Since: 2017 Independent Director | Committee(s): Audit and Compensation (Chair) | | EXPERIENCE • Clayton C. Daley, Jr. spent his entire professional career with The Procter & Gamble Company (“P&G”), a global consumer packaged goods company, joining the company in 1974. • At P&G, Mr. Daley held a number of key accounting and finance positions including Chief Financial Officer and Vice Chairman of P&G; Comptroller, U.S. Operations of Procter & Gamble USA; Vice President and Comptroller of Procter & Gamble International; and Vice President and Treasurer of P&G. | • Mr. Daley retired from P&G in 2009. • Mr. Daley served as Senior Advisor to TPG Capital from 2009 until October 2012. | | PARTICIPATION ON OTHER BOARDS • Mr. Daley served as a director and was Chair of the Audit Committee and a member of the Compensation and Option Committee of Starwood Hotels & Resorts Worldwide, Inc. from 2008 to 2016. • Mr. Daley was also a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. | | | EDUCATION • He holds a bachelor’s degree in economics from Davidson College and an MBA from The Ohio State University. | | | REASONS FOR NOMINATION We believe Mr. Daley’s consumer and food industry background, coupled with broad operational and financial experience outlined in detail above, make him well qualified to serve as a director. | |

  21. Director Nominees

    | Nomi P. Ghez | | | Age: 77 Director Since: 2017 Independent Director | Committee(s): Audit and Nominating and Corporate Governance (Chair) | | EXPERIENCE • Nomi P. Ghez has over 40 years of experience working with consumer companies. • Ms. Ghez was affiliated with Goldman Sachs from 1982 to 2003, most recently acting as a senior banker within the consumer sector of Goldman Sachs’ Mergers and Strategic Advisory Division, as well as a Partner and Managing Director. • From 1982 to 2000, Ms. Ghez was Goldman Sachs’ food analyst in Investment Research, covering major U.S. and global food and consumer companies. | • Since 2003, Ms. Ghez has been a cofounding partner of Circle Financial Group, LLC, an integrated private wealth management group of ten professional women. • In 2004, Ms. Ghez was a Portfolio Manager, Consumer Sector for Perry Capital LLC, a hedge fund. | | PARTICIPATION ON OTHER BOARDS • Ms. Ghez served on the Board of Directors of Lipman Family Farms, a private fresh tomato company, from 2008 until 2019 and on its Governance and Audit Committee from 2013 until 2019. • Ms. Ghez was also a director of Maidenform Brands, Inc. from 2011 until its sale to HanesBrands in 2013, serving on its Audit Committee from 2012 to 2013. • Ms. Ghez was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. | | | EDUCATION • Ms. Ghez received a B.A. and M.A. from Tel Aviv University and a Ph.D. from New York University. | | | REASONS FOR NOMINATION We believe Ms. Ghez’s consumer financial analyst background, coupled with extensive financial and investment experience as described in detail above, make her well qualified to serve as a director. | |

  22. Director Nominees

    | Michelle P. Goolsby | | | Age: 65 Director Since: 2019 Independent Director | Committee(s): Audit, Corporate Responsibility and Sustainability (Chair), and Nominating and Corporate Governance | | EXPERIENCE • Michelle P. Goolsby served for ten years, from 1998 to 2008, on the senior executive team of Dean Foods Company (“Dean Foods”), where she held the positions of Executive Vice President, General Counsel, Chief Administrative Officer and head of Corporate Development with responsibilities including legal, human resources, acquisitions, risk management and sustainability. • Prior to Dean Foods, Ms. Goolsby was a partner at Winstead, P.C., one of the largest business law firms in Texas and served as Chair of the firm’s Business Section. | • Ms. Goolsby served from 2009 to 2019 as a venture partner and member of the Investment Committee of Greenmont Capital Partners II, a private equity firm in Boulder, Colorado which invested in companies providing more healthy, sustainable and environmentally friendly consumer products. | | PARTICIPATION ON OTHER BOARDS • Ms. Goolsby was a member of the Board of Directors of Capstead Mortgage Corporation and its successor, Franklin BSP Realty Trust, publicly traded real estate investment trusts, from 2012 to 2022, serving as Chair of the Compensation Committee and member of the Audit Committee. • Ms. Goolsby is a founding member of the Center for Women in Law at The University of Texas at Austin School of Law. Ms. Goolsby has also served since 2010 as Chair of the Board of Vitamin Angels Alliance, a global nonprofit focused on improving the health and nutrition of the most vulnerable populations. • Ms. Goolsby previously served as a member of the Board of Directors of WhiteWave Foods Company (“WhiteWave Foods”), where she was Chair of the Audit Committee and a member of the Compensation Committee, from 2012 until its sale to Danone in 2017. Ms. Goolsby then served as a member of the Advisory Board of Danone North America, advising as to business practices promoting healthier and more sustainable food systems. | | | EDUCATION • Ms. Goolsby received a bachelor’s degree in accounting from The University of Texas at Austin, a juris doctor degree from The University of Texas at Austin School of Law, and a Master of Arts degree from the Simmons School of Education and Human Development at Southern Methodist University. • Ms. Goolsby received a Climate Leadership Certification from the Diligent Institute, which is designed to provide corporate leaders with the skillset to effectively oversee climate risk and create sustainable growth strategies. | | | REASONS FOR NOMINATION We believe Ms. Goolsby’s extensive food and beverage experience, knowledge of the consumer-packaged goods marketplace, Environmental, Social and Governance (ESG) program management experience along with her current and prior public company board experience, make her well qualified to serve as a director. | |

  23. Director Nominees

    | James M. Kilts | | | Age: 75 Director Since: 2017 Independent Director | Current Position: Chairman of the Board and Founding Partner of Centerview Capital Consumer Committee(s): Nominating and Corporate Governance | | EXPERIENCE • James M. Kilts is a renowned leader in the consumer industry, with over 40 years of experience leading a range of companies and iconic brands. Mr. Kilts has served as our Chairman of the Board of Directors since July 2017. • Mr. Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006. Mr. Kilts was Co-Chief Executive Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023. • Previously, Mr. Kilts served as Chairman of the Board, Chief Executive Officer and President of The Gillette Company (“Gillette”) from 2001 until it merged with P&G in 2005; at that time, he became Vice Chairman of the Board of P&G. Before Mr. Kilts joined Gillette, the company’s sales had been flat for 4 years, and it had missed earnings estimates for 14 consecutive quarters. Mr. Kilts took steps to rebuild the management team, cut costs and reinvest the savings in innovation and marketing. During his tenure as Chief Executive Officer, Mr. Kilts oversaw the creation of approximately $30 billion in equity value for Gillette’s public shareholders. Gillette’s share price appreciated 110% during Mr. Kilts’ tenure, while the S&P 500 declined 3% over the same time period. Under Mr. Kilts’ leadership, Gillette rejoined the top ranks of consumer products companies as sales increased an average of 9% each year. The Harvard Business Review cited Mr. Kilts’ leadership as the driving force behind Gillette’s turnaround. | • Prior to Gillette, Mr. Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000. • Before joining Nabisco, Mr. Kilts was an Executive Vice President of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food Group. In that role, Mr. Kilts was responsible for integrating Kraft and General Foods and for shaping the group’s domestic and international strategy. Mr. Kilts had previously served as President of Kraft USA and Oscar Mayer. He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. • Mr. Kilts began his career with General Foods Corporation in 1970. • Owing to Mr. Kilts’ successes across the consumer industry, numerous companies seek his business expertise and advice. | | PARTICIPATION ON OTHER BOARDS • Mr. Kilts is currently a member of the Board of Directors of Viatris Inc. since November 2020 and is a member of the Board of Directors and Chairman of the Board of Advantage Solutions Inc. since October 2020. • Mr. Kilts was a member of the Board of Directors of MetLife, Inc., (from 2005 until June 2020), Pfizer Inc. (from 2007 until November 2020), Unifi Inc. (from April 2016 until July 2022), Non-Executive Director of the Board of Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from January 2011 until December 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014). • Mr. Kilts was also previously a member of the Board of Directors of Conyers Park II Acquisition Corp. from July 2019 until October 2020, Big Heart Pet Brands (formerly a division of Del Monte Foods) from March 2011 to March 2015 (during which time he served as Chairman), MeadWestvaco from 2006 to April 2014, The New York Times Company from 2005 to 2008, May Department Stores from 1998 to 2005, Whirlpool Corporation from 1999 to 2005, Grocery Manufacturers Association (during which time he served as Chairman) from 2003 to 2005, and Delta Airlines from 2002 to 2004. • Mr. Kilts was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. • Mr. Kilts is a Trustee Emeritus of the University of Chicago and Founder of the Kilts Center for Marketing at the University of Chicago Booth School of Business. • Mr. Kilts is also a former member of Citigroup’s International Advisory Board. | | | EDUCATION • Mr. Kilts received a bachelor’s degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the University of Chicago. | | | REASONS FOR NOMINATION We believe Mr. Kilts’ deep and extensive consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director. | |

  24. Director Nominees

    | Robert G. Montgomery | | | Age: 70 Director Since: 2017 Independent Director | Current Position: Founder and Principal of Montgomery Consulting Solutions Committee(s): Compensation, Corporate Responsibility and Sustainability | | EXPERIENCE • In 2010, Mr. Montgomery founded and has since been a principal of Montgomery Consulting Solutions, a consulting firm specializing in sales, marketing and business strategies in the consumer-packaged goods industry. • In 2010, Mr. Montgomery co-founded and until January 2020 was a principal of Jurs Montgomery Brokerage, LLC, a firm specializing in life insurance, long term care, disability and annuities. • From 2003 until 2010, Mr. Montgomery was successively a Senior Vice President, Sales, a Senior Vice President, Sales, Marketing & R&D and an Executive Vice President at Birds Eye Foods, Inc., a privately held frozen foods company. | • From 1998 to 2003, Mr. Montgomery served as Vice President of Sales in different divisions of HJ Heinz Company, a global food producer. • Prior to this, from 1982 to 1998, Mr. Montgomery worked at McCain Food, Inc., as Vice President of Sales-Retail. Mr. Montgomery has held positions at Family Brands, Inc. as Vice President of Sales, ConAgra Frozen Food Company as Area Vice President, Sara Lee Corporation as National Sales Planning Manager and Division Sales Manager and Del Monte Corporation as Senior Account Representative. | | PARTICIPATION ON OTHER BOARDS • In 2016, Mr. Montgomery joined the Board of Directors of Wyman’s of Maine, a producer of frozen fruit. • Mr. Montgomery was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. • Since 2012 Mr. Montgomery has served as the Chair of the Board of Hope Hall School, Gates, New York, a nonprofit school catering to children with learning disabilities. This is a volunteer position with no compensation. | | | EDUCATION • Mr. Montgomery holds a bachelor’s degree in management from Seton Hall University. • Mr. Montgomery received a Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University. | | | REASONS FOR NOMINATION We believe Mr. Montgomery’s more than 40 years of experience in the consumer package goods industry, including sales, marketing, research and development positions on both an operational and executive level. We believe Mr. Montgomery’s consumer and food industry background, coupled with broad operational experience and his understanding of cybersecurity oversight, make him well qualified to serve as a director. | |

  25. Director Nominees

    | Brian K. Ratzan | | | Age: 53 Director Since: 2017 Independent Director | Current Position: Partner of Centerview Capital Consumer Committee(s): Compensation | | EXPERIENCE • Brian K. Ratzan has been a Partner of Centerview Capital Consumer since April 2014. • Mr. Ratzan served as the Chief Financial Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023, Chief Financial Officer of Conyers Park Acquisition Corp. from April 2016 to July 2017 and Chief Financial Officer and Director of Conyers Park II Acquisition Corp. from July 2019 to October 2020. | • Mr. Ratzan has over 25 years of private equity investing experience. Prior to joining Centerview Capital Consumer, Mr. Ratzan was Partner and Head of U.S. Private Equity at Pamplona Capital Management from January 2012 to February 2014. • Prior to joining Pamplona, Mr. Ratzan was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998. • Mr. Ratzan also previously worked at ‘21’ International Holdings, a private investment firm, and in the Investment Banking Group at Donaldson, Lufkin and Jenrette. | | PARTICIPATION ON OTHER BOARDS • Mr. Ratzan has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020. • Mr. Ratzan was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017, Conyers Park II Acquisition Corp. from July 2019 until October 2020 and Conyers Park III Acquisition Corp., Inc, from August 2021 until August 2023. • Mr. Ratzan previously served on the boards of consumer companies including Del Monte Foods, The Sun Products Corporation (formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc. • Mr. Ratzan currently serves on the Advisory Board of the University of Michigan’s Ross School of Business and the Economics Leadership Council at the University of Michigan. | | | EDUCATION • Mr. Ratzan holds a bachelor’s degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and an MBA degree from Harvard Business School. | | | REASONS FOR NOMINATION We believe Mr. Ratzan’s extensive investment management and transactional experience as described in detail above make him well qualified to serve as a director. | |

  26. Director Nominees

    | David W. Ritterbush | | | Age: 57 Director Since: 2019 Independent Director | Current Position: CEO of Califia Farms, LLC Committee(s): Corporate Responsibility and Sustainability | | EXPERIENCE • David W. Ritterbush has been the CEO of Califia Farms, LLC since October 2020. • Mr. Ritterbush was the President of our wholly owned subsidiary Quest Nutrition, LLC from November 2019 until October 2, 2020. • Prior to our acquisition of Quest Nutrition in November 2019, Mr. Ritterbush was Chief Executive Officer of Quest Nutrition from March 2017, with oversight of the organization, including organizational structure, supply chain strategy, and product innovation. • Prior to joining Quest Nutrition, Mr. Ritterbush served as Chief Executive Officer of Popchips (Sonora Mills, Inc.), a manufacturer of popped rice, corn, soy, and other grain-based snack food products, from August 2015 to February 2017. While at Popchips, Mr. Ritterbush’s responsibilities included organization leadership, restructuring, sales turnaround, refreshed branding and new product innovation, supply chain restructuring, co-manufacturing and global procurement. | • From April 2009 to March 2015, Mr. Ritterbush held leadership positions with Premier Nutrition Corporation, a manufacturer and retailer of beverage products, bars and shakes, including Chief Executive Officer, Post Active Nutrition from April 2014 to March 2015; Chief Executive Officer, Premier Nutrition from August 2010 to March 2014; and Chief Operating Officer from April 2009 to August 2010. While at Premier Nutrition, Mr. Ritterbush reorganized the organization, led a significant turnaround of the supply chain across facilities and co-manufacturers, restructured the sales organization, and actively participated in strategy formation and acquisitions. • Prior to this, Mr. Ritterbush was Vice President/General Manager-West Business Unit, for Red Bull North America, from October 2007 to March 2009, with leadership for the West Business Unit including sales, marketing, supply chain, finance and accounting. • Previously, Mr. Ritterbush was a sales and marketing executive with Dreyer’s Grand Ice Cream, Inc. for over 16 years, with various positions of increasing responsibility, including serving as Senior Vice President of Marketing-Packaged Products from October 2006 to October 2007, where he was responsible for product design, pricing, and consumer positioning. During this period, Mr. Ritterbush served as a member of Dreyer’s Operating Committee, Dreyer’s Graphics Development team, and a board member of the Starbucks Ice Cream partnership. | | PARTICIPATION ON OTHER BOARDS • Mr. Ritterbush previously served as a Director of Stone Brewing. | | | EDUCATION • Mr. Ritterbush received his undergraduate degree in Business Administration, Marketing from San Diego State University. | | | REASONS FOR NOMINATION We believe Mr. Ritterbush’s consumer and food industry background coupled with his broad executive, operational and marketing experience as described in detail above makes him well qualified to serve as a director. | |

  27. Director Nominees

    | Joseph E. Scalzo | | | Age: 65 Director Since: 2017 | Current Position: Executive Vice Chair of the Board | | EXPERIENCE • Mr. Scalzo has served as Executive Vice Chair of the Board since July 2023 and as a director of the Company since July 2017. From July 2017 until July 2023, Mr. Scalzo served as President and Chief Executive Officer of Simply Good Foods and in the same roles for Atkins Nutritionals, Inc. and as a member of Atkins Nutritionals, Inc.’s board of directors from February 2013 until July 2017. • From November 2005 to February 2011, Mr. Scalzo served as a senior executive in various roles at Dean Foods, including as President and Chief Operating Officer, as well as President and Chief Executive Officer of WhiteWave Foods. Mr. Scalzo is credited at Dean for leading the transformation of WhiteWave Foods, which began as three separate businesses, into a winning consumer foods company. | • Prior to that, Mr. Scalzo held various executive roles at Gillette, where he spearheaded the successful three-year turnaround of the company’s one billion dollar global personal care business and The Coca Cola Company. • Mr. Scalzo began his career at P&G in 1985. | | PARTICIPATION ON OTHER BOARDS • Mr. Scalzo has been a member of the Board of Directors of TreeHouse Foods, Inc. since April 2022 and Freshpet, Inc. since August 2023. • Before joining Simply Good Foods, Mr. Scalzo served as a director of Earthbound Farm from 2010 to October 2013. • Mr. Scalzo also served as a director of HNI Corp. from 2003 to November 2009 and Focus Brands from March 2014 to October 2020. | | | EDUCATION • Mr. Scalzo received a Bachelor of Science in Chemical Engineering from the University of Notre Dame. | | | REASONS FOR NOMINATION We believe Mr. Scalzo’s prior experience as our President and Chief Executive Officer along with his extensive consumer and food industry background as described in detail above makes him well qualified to serve as a director. In addition, pursuant to the terms of the Transition Agreement between the Company and Mr. Scalzo, dated and effective as of January 27, 2023, the Board agreed to nominate Mr. Scalzo for re-election to the Board in connection with the 2024 Annual Meeting. | |

  28. Director Nominees

    | Joseph J. Schena | | | Age: 65 Director Since: 2021 Independent Director | Committee(s): Audit | | EXPERIENCE • Mr. Schena served as the Chief of Staff at Cohen Enterprises, a private holding company, focused on C&S Wholesale Grocers, Inc. and Warehouse Technologies from November 2015 until April 2019. • Prior to joining Cohen Enterprises, Mr. Schena served as the Chief Executive Officer and President at Bacardi International Limited and as the Chief Financial Officer of Bacardi Limited. • Previously, Mr. Schena served as Chief Financial Officer and Executive Vice President at C&S Wholesale Grocers, Inc. | • Mr. Schena was an Operating Partner at Centerview Capital Consumer from 2007 to 2012 focused on financial operations of portfolio companies. Mr. Schena was involved in the $5.5 billion privatization of Del Monte Foods and the acquisition of Richelieu Foods. • Mr. Schena served as the Vice President of Global Financial Operations, Chief Accounting Officer and Controller at Gillette and transitioned to the Chief Financial Officer of the Gillette business unit of P&G after P&G acquired Gillette in October 2005 where Mr. Schena was responsible for Gillette’s business results as well as integrating Gillette’s and P&G’s financial operations. • Prior to Gillette, Mr. Schena served in various senior financial and strategy positions at Kraft/Nabisco from 1980 to 2000. | | PARTICIPATION ON OTHER BOARDS • Mr. Schena was previously a director of Warehouse Technologies, Conyers Park II Acquisition Corp. and Welch Foods Inc. | | | EDUCATION • Mr. Schena received both an MBA in Finance and a BBA in Accounting from Iona College. | | | REASONS FOR NOMINATION Mr. Schena is a consumer products industry executive with 40 years of experience in the areas of financial operations and accounting, strategy and business planning, investor relations and mergers & acquisitions. We believe Mr. Schena’s deep consumer industry background, coupled with broad financial, accounting and transactional experience as described in detail above, make him well qualified to serve as a director. | |

  29. Director Nominees

    | Geoff E. Tanner | | | Age: 50 Director Since: 2023 | Current Position: President and Chief Executive Officer | | EXPERIENCE • Geoff E. Tanner has served as the Company’s President and Chief Executive Officer since July 7, 2023. Mr. Tanner has also served as a member of the Company’s Board of Directors since April 2023. • Prior to that, Mr. Tanner served as the Company’s President, Chief Operating Officer and CEO-Elect from April 3, 2023 until July 7, 2023. • Mr. Tanner served as Chief Commercial and Marketing Officer of The J.M Smucker Company (“Smucker”) from October 2019 until February 2023, reporting to the CEO. From 2016 through 2019, Mr. Tanner served as Senior Vice President, Growth of Smucker, also reporting to the CEO. • Mr. Tanner held various leadership roles of increasing responsibility at Big Heart Pet Brands (and its predecessor Del Monte Foods) from 2003 until 2016, when it was acquired by Smucker, including Vice President, Marketing and General Manager and Vice President, Innovation. | • Earlier in his career, Mr. Tanner was a senior strategy consultant at Cap Gemini Ernst & Young. | | PARTICIPATION ON OTHER BOARDS • Mr. Tanner is a member of the Johnsonville Meat LLC Board of Directors. | | | EDUCATION • Mr. Tanner received a Bachelor of Commerce and Bachelor of Arts in Political Science and Government from Victoria University of Wellington in New Zealand, and an MBA from the Duke University Fuqua School of Business. | | | REASONS FOR NOMINATION We believe Mr. Tanner’s experience as our President and Chief Executive Officer along with his extensive consumer and food industry background as described in detail above makes him well qualified to serve as a director. | |

  30. Director Nominees

    | David J. West | | | Age: 60 Director Since: 2017 Independent Director | Current Position: Partner of Centerview Capital Consumer Committee(s): Compensation | | EXPERIENCE • David J. West is an established leader in the consumer industry, with 30 years of experience leading a range of companies and well-known brands. Mr. West has served as our Vice Chairman of the Board since July 2017. • Mr. West became a partner of Centerview Capital Consumer in May 2016. • From April 2016 to July 2017, Mr. West served as the Chief Executive Officer of Conyers Park Acquisition Corp., served as CEO of Conyers Park II Acquisition Corp. from July 2019 until October 2020 and as Co-Chief Executive Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023. • Prior to joining Centerview Capital Consumer, Mr. West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s largest pure-play pet food and treats companies whose brands included Meow Mix®, Kibbles ‘n Bits®, Milk-Bone®, and others. Mr. West helped reposition the business to increase focus on growth and innovation, launched new products such as Milk-Bone Brushing Chews®, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods, and developed a marketing culture to effectively promote products. Mr. West worked closely with Mr. Kilts during this time, as Mr. Kilts was Chairman of the Board of Big Heart Pet Brands. In February 2014, Mr. West oversaw the sale of Del Monte Foods’ Consumer Products business and changed the company’s name to Big Heart Pet Brands, reflecting its singular focus on pet food and snacks. During his tenure as Chief Executive Officer, Mr. West oversaw the creation of approximately $2 billion of equity value for investors. Big Heart Pet Brands was sold to The J.M. Smucker Company in March 2015, at which time Mr. West served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016. | • Prior to joining Del Monte Foods, Mr. West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011. Under Mr. West’s leadership, Hershey enjoyed strong profits, net sales growth and shareholder returns, and was recognized as one of the World’s 100 Most Innovative Companies by Forbes Magazine in 2011. During Mr. West’s tenure as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness of its supply chain and business model, and accelerated its advertising, brand building and distribution programs. During Mr. West’s tenure as Chief Executive Officer, public shareholders of Hershey experienced more than $5 billion of equity value creation. Hershey’s share price appreciated 68% during this time, while the S&P 500 grew 0%. Prior to his Chief Executive Officer role, Mr. West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to joining Hershey in 2001, Mr. West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp. by The Philip Morris Companies in 2000. At Nabisco, Mr. West worked closely with Mr. Kilts during Mr. Kilts’ tenure as Chief Executive Officer. | | PARTICIPATION ON OTHER BOARDS • Mr. West has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020 and Freshpet, Inc. since August 2023. • Mr. West was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017, Conyers Park II Acquisition Corp from July 2019 until October 2020 and Conyers Park III Acquisition Corp., Inc, from August 2021 until August 2023. • Mr. West was a member of the Board of Directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014, Big Heart Pet Brands from 2014 to 2015, and The J.M. Smucker Company from 2015 to 2016. | | | EDUCATION • Mr. West received a Bachelor of Science, cum laude, in Business Administration from Bucknell University. | | | REASONS FOR NOMINATION We believe Mr. West’s deep consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director. | |

  31. Director Nominees

    | James D. White | | | Age: 63 Director Since: 2019 Independent Director | Current Position: Owner of Culture Design Lab and Executive Chair of the Board of Air Protein, Inc. Committee(s): Compensation, Nominating and Corporate Governance | | EXPERIENCE • Since 2019, Mr. White has been the owner of Culture Design Lab, which provides culture transformation and diversity, equity, and inclusion consulting services to companies, Boards of Directors and management teams. • Mr. White is also Executive Chair of the Board of Air Protein, Inc., a private company, since March 2020. • Mr. White served for eight years, from 2008 to 2016, as the Chairman, President and CEO of Jamba, Inc., where he successfully led the company turnaround and the transformation of Jamba Juice from a made-to-order smoothie shop to a healthy active lifestyle brand. Mr. White served as Board Chair of Jamba, Inc. from December 2010 until January 2016. | • Prior to Jamba, Inc. Mr. White served as Senior Vice President and General Manager of Consumer Brands at Safeway, Inc. from 2005 to 2008. • Prior to Safeway, Mr. White served as Senior Vice President of Business Development, North America at Gillette from 2002 to 2005. • He also served in executive positions at Nestle Purina from 1987 to 2005, including Vice President, Customer Interface Group from 1999 to 2002. • Mr. White began his career at The Coca-Cola Company. | | PARTICIPATION ON OTHER BOARDS • Mr. White currently serves as Chair of the Board of Directors of The Honest Company and a member of the Board of Directors of Affirm Holdings, Inc., and Cava Group, Inc. • Mr. White also serves on the Board of Schnucks Supermarkets, a private company. • Mr. White previously served on the boards of public companies Adtalem Global Education from 2015 to 2021 and Callidus Software, Inc. from 2016 to 2018. Mr. White also previously served on the Boards of private companies Daymon Worldwide, Inc., Panera Bread and Panera LLC/JAB, Bradshaw Home, Hillshire Brands Company, Medallia, Inc., and Keane Inc. | | | EDUCATION • Mr. White received a Bachelor of Science degree, with a major in marketing, from The University of Missouri and an MBA from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program and was a Stanford University Distinguished Careers Institute Fellow in 2018. | | | REASONS FOR NOMINATION We believe Mr. White’s deep consumer industry background, coupled with broad operational and leadership experience as described in detail above, make him well qualified to serve as a director. | |

  32. Director Nominees

    Executive Officers The following table provides information regarding our executive officers, including their ages, as of the date of the Annual Meeting:

  33. Director Nominees

    | Name | Age | Position | | Geoff E. Tanner | 50 | President and Chief Executive Officer and Director | | Shaun P. Mara | 59 | Chief Financial Officer | | Stuart E. Heflin, Jr. | 44 | Senior Vice President, General Manager Quest marketing | | Ryan Thomas | 45 | Senior Vice President, General Manager Atkins marketing | | Timothy R. Kraft | 44 | Chief Legal Officer and Corporate Secretary | | Susan K. Hunsberger | 61 | Senior Vice President and Chief Human Resources Officer | | Timothy A. Matthews | 44 | Vice President, Controller and Chief Accounting Officer |

  34. Director Nominees

    Mr. Tanner’s biographical information is disclosed above under “Proposal One: Election of Directors.”

  35. Director Nominees

    | Shaun P. Mara | Age: 59 Chief Financial Officer | | EXPERIENCE • Shaun P. Mara has served as our Chief Financial Officer since October 27, 2022. • Prior to that, Mr. Mara was our Senior Vice President of Strategy and Business Development from June 2019 until October 27, 2022. • Mr. Mara was Chief Financial Officer of Teasdale Latin Foods from November 2018 to March 2019, and an independent consultant providing financial and strategic business development services from January 2018 until October 2018. | • From August 2014 to November 2017, Mr. Mara was the Chief Financial Officer and Chief Administrative Officer of Atkins Nutritionals, Inc., which combined with Conyers Park Acquisition Corp. in July 2017 to form the Company as a publicly traded company. • From 2010 until 2013 Mr. Mara was Chief Financial Officer of Dean Foods Company and Chief Financial Officer of Roofing Supply Company from August 2013 to July 2014. • Earlier in his career, Mr. Mara held senior financial positions with The Wm. Wrigley Jr. Company, Gillette and Staples, Inc. over a period of more than 20 years. | | EDUCATION • Mr. Mara received a Bachelor of Science from Bentley University. | |

  36. Director Nominees

    | Stuart E. Heflin, Jr. | Age: 44 Senior Vice President, General Manager Quest marketing | | EXPERIENCE • Stuart E. Heflin, Jr. has served as our Senior Vice President, General Manager Quest marketing since October 2023. Prior to that, Mr. Heflin was Senior Vice President, Quest Brand Marketing from April 2022. • Mr. Heflin was Vice President, Quest Brand Marketing from November 2021 until April 2022 and Senior Director, Quest Brand Marketing & Innovation from April 2018 until November 2021. • Prior to joining Quest, Mr. Heflin was Brand Director, Optimum Nutrition North America for Glambia PLC’s Performance Nutrition Division from June 2016 until April 2018 and Senior Brand Manager, Growth Initiatives from December 2014 until June 2016. | • Prior to joining Glambia, Mr. Heflin held several Brand Manager roles with Procter & Gamble from 2007 until December 2014. | | EDUCATION • Mr. Heflin received an MBA and a Bachelor of Science in Mechanical Engineering from The Ohio State University. | |

  37. Director Nominees

    | Ryan Thomas | Age: 45 Senior Vice President, General Manager Atkins marketing | | EXPERIENCE • Ryan Thomas has served as our Senior Vice President, General Manager Atkins marketing since October 2023. Prior to that, Mr. Thomas was Chief Commercial Officer Pet for Post Holdings, Inc. from February 2023 until October 2023. • Mr. Thomas was Vice President of Marketing — Pet Business for The J.M. Smucker Company (“JMS”) from September 2018 until February 2023 and Vice President of Innovation — Coffee, Consumer, Pet for JMS from May 2016 until September 2018. | • Mr. Thomas’ additional roles with JMS included Vice President and GM of Marketing & Growth from May 2015 until May 2016 and Director of Innovation — Big Heart Pet Brands from November 2013 until May 2015. • Prior to joining JMS, Mr. Thomas had various brand related roles with Campbell Soup Company, Del Monte Foods and H.J. Heinz Company. | | EDUCATION • Mr. Thomas received an MBA and a Bachelor of Science in Business Administration, Marketing from the University of Pittsburgh. | |

  38. Director Nominees

    | Timothy R. Kraft | Age: 44 Chief Legal Officer and Corporate Secretary | | EXPERIENCE • Timothy R. Kraft has served as our Chief Legal Officer and Corporate Secretary since October 2019 and Compliance Officer from October 2019 to January 2022. • Mr. Kraft was our General Counsel, Corporate Secretary and Compliance Officer from June 2018 to October 2019. • Prior to joining us, Mr. Kraft served as General Counsel of the Green Chef Corporation (“Green Chef”), a high-growth, USDA-certified organic meal kit company offering premium meals tailored for those following specialized diets including vegan, gluten-free, keto and paleo, from April 2017 to December 2017. | • Prior to Green Chef, Mr. Kraft served in various legal roles for Boulder Brands, Inc. (“Boulder Brands”), a publicly traded company with a portfolio of health-focused food brands, from 2009 through 2016, including as Chief Legal Officer and Corporate Secretary from December 2014 to January 2016. • After Boulder Brands was acquired by Pinnacle Foods in January 2016, Mr. Kraft remained with the company to lead the integration through the end of 2016. • Prior to joining Boulder Brands, Mr. Kraft was in private practice focusing on general corporate law and mergers and acquisitions in Milwaukee, Wisconsin. | | EDUCATION • Mr. Kraft received a Juris Doctor from Marquette University Law School and a Bachelor of Arts from Truman State University. | |

  39. Director Nominees

    | Susan K. Hunsberger | Age: 61 Senior Vice President and Chief Human Resources Officer | | EXPERIENCE • Susan K. Hunsberger has served as our Senior Vice President and Chief Human Resources Officer since July 2020. • Prior to joining Simply Good Foods, Ms. Hunsberger was a consultant with FCM, LLC, a private equity focused consulting firm, from February 2020 until July 2020. • From November 2018 to January 2020, Ms. Hunsberger took a sabbatical. | • Prior to that, from January 2014 to October 2018, Ms. Hunsberger was the Chief Human Resources Officer at The ServiceMaster Company, LLC. • Ms. Hunsberger’s prior experience includes human resources roles with The Nielsen Corporation and GE Aviation. | | EDUCATION • Ms. Hunsberger received a Bachelor of Science in Accounting and Personnel Management from Miami University and a Master’s Degree in Organization Development from Bowling Green State University. | |

  40. Director Nominees

    | Timothy A. Matthews | Age: 44 Vice President, Controller and Chief Accounting Officer | | EXPERIENCE • Timothy A. Matthews has served as our Vice President, Controller and Chief Accounting Officer since July 2017, and served in the same role at Atkins since November 2016. • Prior to joining Atkins, Mr. Matthews served as Corporate Controller of Gevo, Inc. from June 2014 to November 2016. | • From May 2011 to June 2014, Mr. Matthews served as Senior Manager of Global Accounting and Consolidations at Molson Coors Brewing Company. • Mr. Matthews was Manager of Technical Accounting at Intermap Technologies from 2010 to 2011 and practiced with PricewaterhouseCoopers from 2003 to 2010. | | EDUCATION • Mr. Matthews received an MBA from University of Denver and a Bachelor of Business Administration from St. Norbert College and is a Certified Public Accountant. | |

  41. Key Features of Fiscal Year 2023 Executive Compensation Program

    | What We Don’t Do: | | No excise tax gross-ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control. Ban on pledging. We do not allow our management or directors to pledge our stock to secure loans or other obligations. Prohibition on hedging. We do not allow our management or directors to enter into derivative transactions in Company stock, including hedges. No excessive executive benefit programs. We do not provide our management with pensions or any other enhanced benefit programs. No repricings. Our equity plans do not allow repricing of stock option or stock appreciation rights without stockholder approval. No excessive perquisites. Our management receives limited perquisites. No tax gross-ups. We do not gross-up any elements of compensation for executive officers. No stock options in stock ownership guidelines. We do not consider stock options as a contribution of value to meet our stock ownership guidelines for executive officers and directors. |

  42. Compensation Administration and Independent Compensation Consultant

    Compensation Administration and Independent Compensation Consultant The Compensation Committee, and/or a Compensation Sub-Committee each comprised solely of independent directors (collectively, the “Compensation Committee”), determines the compensation of our executive officers and administers our equity incentive plan. The Compensation Committee is charged with, among other things, the responsibility of reviewing executive officer compensation policies and practices to ensure:

  43. Compensation Administration and Independent Compensation Consultant

    | • adherence to our compensation philosophy and objectives; | • the total compensation paid to our executive officers is consistent with our performance; and | • the total compensation is fair, reasonable and competitive with both public and private companies within our industry. |

  44. Compensation Administration and Independent Compensation Consultant

    The Compensation Committee also reviews and approves our executive compensation programs and consults with an outside advisor to assist in compensation program design and to help develop specific program elements. The Compensation Committee also considers policy positions articulated or published by various proxy advisory firms in making its determinations of executive compensation. Executive compensation decisions are typically made by the Compensation Committee at its first regularly scheduled meeting of the fiscal year, normally held in October. This allows the Compensation Committee to have a good understanding of the prior fiscal year financial performance prior to making compensation decisions for the next year. Mr. Tanner, our President and Chief Executive Officer, annually reviews the performance of each of our executive officers, other than himself, and, based on these reviews, makes recommendations to the Compensation Committee regarding salary adjustments, annual incentive bonus payments and long-term equity incentive awards. The Compensation Committee believes it is valuable to consider Mr. Tanner’s recommendations with respect to these matters given his knowledge of our operations and the day-to-day responsibilities of our executive officers, and he is in a unique position to provide the Compensation Committee with insight into the performance of our executive officers in light of our business at a given point in time. While the Compensation Committee considers Mr. Tanner’s reviews and recommendations, the Compensation Committee decides the compensation of our executive officers and also considers, among other things, Company and individual performance, peer group data, proxy adviser articulated policies, and recommendations from an independent compensation consultant, Mercer, as further described below. The Compensation Committee has retained Mercer as its independent executive compensation consultant to advise the Compensation Committee with respect to our compensation programs for non-employee directors, executive officers, and senior executives. Mercer also assisted the Compensation Committee with the development of a peer group against which to evaluate our executive compensation levels and our proposed equity compensation program. Mercer has not provided, and is not expected to provide, advice or assistance to us in any areas other than executive compensation. In addition, the Compensation Committee considered the independence of Mercer in light of SEC rules and Nasdaq listing standards, which requires compensation committees to assess the independence of their compensation consultant, legal counsel and other advisors prior to receiving advice from them. The Compensation Committee has reviewed its and the Company’s relationships with Mercer and has not identified any conflicts of interest. The Compensation Committee took the results of Mercer’s comparative analyses of our peer group (as described below), as well as the considerations provided by Mercer with respect to components and levels of compensation for our executive officers, under advisement in determining competitive market practice in our industry. The Compensation Committee considered the assessment of peer group market compensation, historical compensation levels, subjective assessments of individual performance and value to the Company, along with other subjective factors in establishing and approving the various elements of our executive compensation program for fiscal year 2023.

  45. Peer Companies

    Peer Companies We operate primarily in the highly competitive nutritional snacking and meal replacement segment of the food and beverage industry. Within this segment, we operate an “asset light” business model, where substantial operating activities, such as manufacturing, are outsourced. As a result, our management team is required to effectively select, oversee and scale the business over time with certain strategic partners. Our management team also must effectively manage our growth within a segment of the food and beverage industry that competes fiercely for manufacturing capacity at third party contract manufacturers. In many instances, we compete for manufacturing capacity against much larger and better-resourced companies. These factors make determining directly comparable information with respect to compensation information at “peer” companies challenging. Many “peer” companies operate different business models and have significantly different available resources or operate within different segments of the consumer packaged goods industry. Notwithstanding these challenges, with the assistance of Mercer, the Compensation Committee adopted a peer group in 2017, which was updated in January 2020, January 2022 and again in January 2023. In January 2023, the Compensation Committee removed WD-40 from our peer group based on the screening criteria for companies in the consumer packaged goods industry with revenue and market capitalization comparable to ours. In the process of choosing companies for our peer group, Mercer and the Compensation Committee examine companies in the consumer staples and discretionary products space, with a particular emphasis on food and beverage companies, and consider revenue size, market capitalization and net income margins. Whether companies list us as a peer in their most recent proxy statement and whether proxy advisory firms considered a company as our peer are also considered. Based on the recommendation of Mercer, the Compensation Committee sought to establish a peer group of between 12 and 18 companies to have a mix of companies that would provide meaningful compensation data. It is the intent of the Compensation Committee to review the peer group at least annually and make any adjustments to the list of peers that may be appropriate to recognize changes in performance, size and business scope and to adjust for any companies that have been acquired and no longer report compensation data. For fiscal year 2023, the 15 selected peer companies were as follows:

  46. Peer Companies

    | Fiscal Year 2023 Peer Companies | | | | B&G Foods | J&J Snack Foods | Tootsie Roll Industries | | BellRing Brands | John B. Sanfilippo & Son | USANA Health Sciences | | Central Garden & Pet Company | Lancaster Colony | Utz Brands, Inc. | | Edgewell Personal Care Company | Sovos Brands, Inc. | | | Hostess Brands | The Boston Beer Company | | | Inter Parfums, Inc. | The Hain Celestial Group | |

  47. Peer Companies

    The Compensation Committee uses relevant compensation data from the annual total compensation study of peer companies to help inform its decisions regarding compensation elements, levels and opportunities. The Compensation Committee establishes targeted pay levels by role, taking into account the competitive peer data and factors such as business performance, individual performance, job responsibilities, individual skill sets and other relevant factors. The Compensation Committee generally targets compensation for the Company’s executive officers at the 50th percentile of the peer group, although the Compensation Committee reviews all relevant factors when determining executive compensation. The Compensation Committee uses peer company data as a guideline to inform its actions but does not benchmark compensation to any specific level of compensation of the peer companies.

  48. Fiscal Year 2023 Compensation Elements & Philosophy

    | | Fixed | | Variable | | | | Base Salary | Benefits | Annual Cash Incentive | Equity Awards | | Design & Purpose | To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience. | To provide attractive benefits that promote employee (and potentially family) health and wellness. Benefits are provided at a level that is the same or similar to all employees. | To motivate and reward the achievement of our annual performance, based on the attainment of pre-defined financial performance objectives. | To align executives’ interests with the interests of stockholders through equity-based compensation with performance-based and time-based vesting periods, and to promote the long-term retention of our executives and other key management personnel. |

  49. Annual Performance-Based Cash Incentive Compensation

    Annual Performance-Based Cash Incentive Compensation Our NEOs are eligible to participate in our annual performance-based cash incentive plan. The Compensation Committee assigns each executive a target incentive, determined as a percentage of fiscal year-end base salary, based on competitive market data and the executive’s role and responsibilities. The annual financial objectives for payouts under the annual performance-based cash incentive plan and the final annual cash incentive award determinations are made by the Compensation Committee. All of the NEOs participated in the annual performance-based cash incentive plan for the fiscal year ended August 26, 2023 (the “2023 Incentive Plan”). Actual incentive awards are determined as follows:

  50. Annual Performance-Based Cash Incentive Compensation

    | Payout Component: | Individual Incentive Dollar Targetx | Company Financial Performance | + | Individual Performance Adjustment | = | Final Payout | | Allowable Range: | | 0% to 200% | | ± 25% | | 0% to 225% |

  51. Annual Performance-Based Cash Incentive Compensation

    The 2023 Incentive Plan applicable to the NEOs was based upon achievement of financial objectives, of which 50% was tied to the Company’s net sales and 50% was tied to Adjusted EBITDA for fiscal year 2023. In October 2022, the Compensation Committee established these metrics for the 2023 Incentive Plan. To determine an individual NEO’s 2023 Incentive Plan payout, the individual’s incentive dollar target is multiplied first by the Compensation Committee’s determination of the Company’s performance against the financial objectives which can range from 0% to 200%. The Compensation Committee thereafter has discretion to increase or decrease the payout amount by up to 25% based on the individual’s assessed performance against the individual’s business objective and contributions to the Company’s overall performance across a variety of commercial, administrative and operational objectives established by the Board. The Compensation Committee evaluated Mr. Tanner’s individual performance. Mr. Tanner presents the Compensation Committee with recommendations for each of the other executive officers, including the other NEOs. Individual performance adjustments reflect Mr. Tanner’s and the Compensation Committee’s evaluation of each executive’s business objective achievements and contributions to overall Company performance. The table below sets forth the performance target and actual results for fiscal year 2023 with respect to the objective company performance goals established under the 2023 Incentive Plan:

  52. Annual Performance-Based Cash Incentive Compensation

    | Performance Factor | 2023 Threshold (in millions) | 2023 Target (in millions) | 2023 Maximum (in millions) | 2023 Actual (in millions) | 2023 Actual % of Target (in millions) | | Net Sales(1) | $1,194.6 | $1,251.1 | $1,364.2 | $1,243.7 | 99.4% | | Adjusted EBITDA(2) | $241.2 | $250.5 | $269.1 | $245.6 | 98.0% |

  53. Annual Performance-Based Cash Incentive Compensation

    (1) For purposes of the 2023 Incentive Plan, Net Sales is calculated using constant currencies for the full 2023 fiscal year. (2) For purposes of the 2023 Incentive Plan, Adjusted EBITDA (earnings before interest, tax, depreciation and amortization) is calculated as net income before interest income, interest expense, income tax expense, depreciation and amortization with further adjustments to exclude the following items: stock-based compensation expense, integration costs, restructuring costs, gain or loss in fair value change of warrant liability, and other non-core expenses, using constant currencies through the 2023 fiscal year. The following outlines the payout methodology in connection with the achievement of Company financial performance measures under the 2023 Incentive Plan. Percentage payouts between performance levels is determined by linear interpolation.

  54. Payment Methodology — Net Sales and Adjusted EBITDA

    (1) The Compensation Committee agreed with Mr. Tanner’s recommendation to make a 2% discretionary reduction in bonus payout for each named executive officer and determined to apply this same reduction to Mr. Tanner’s bonus payout to allow for greater discretionary payouts for other employees. (2) Mr. Tanner’s Target Incentive was prorated due to his hire date of April 3, 2023. Mr. Scalzo’s Target Incentive was prorated due to his transition to Executive Vice Chairman on July 7, 2023. Mr. Mara’s Target Incentive was prorated due to his being promoted to Chief Financial Officer on October 27, 2022. (5) Mr. Cunfer was not eligible for the 2023 short term incentive payout.

  55. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We provide equity-based long-term incentive compensation to our NEOs to link long-term results with our stockholders’ interests, to promote the long-term retention of our executives and key management personnel, and to ensure our NEOs have a continuing stake in our long-term success. We grant equity incentive awards to our NEOs in conjunction with the applicable named executive officer’s initial hire, and at other times at the discretion of the Compensation Committee, and we have implemented a practice to grant annual equity awards after the close of the fiscal year on or around the first week of November. Our award grant date and vesting date each year follows the public release of our full fiscal year earnings for the preceding fiscal year. The Compensation Committee believes in a balanced approach to long-term incentive compensation. Under our equity-based long-term incentive program (the “LTI Program”) for fiscal year 2023, we granted our executive officers three types of awards: performance stock units (“PSUs”), time-based stock options (“stock options”), and time-based restricted stock units (“RSUs”). Based on a review of market data and recommendations from Mercer, each named executive officer has a targeted aggregate dollar value for awards under the LTI Program, which is allocated among the awards as outlined below. The Compensation Committee uses grants of equity awards to further our objective of a pay-for-performance compensation program to tie executive compensation to the achievement of our longer-term corporate strategies and business objectives and to the long-term interests of our stockholders. The table below outlines the mix of equity awards granted to our NEOs in fiscal year 2023:

  56. Long-Term Equity Incentive Compensation

    | Award Type | Fiscal Year 2023 Allocation Percentage | Alignment to Stockholder Interests | | PSUs | 50% | Vesting depends on our performance at the end of a three-year performance period if specified relative total shareholder return (“TSR”) metrics are met | | Stock Options | 25% | Value of award depends on the appreciation of our stock price | | RSUs | 25% | Value of award depends on our common stock price |

  57. Long-Term Equity Incentive Compensation

    PSUs. Each PSU represents the contingent right to receive one share of our common stock upon vesting. The PSUs vest at the end of a three-year performance period as follows:

  58. Three-Year Performance Period Ending August 31, 2025

    | Performance Criteria: Relative TSR measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the Performance Period: | Amount of PSUs Vesting | | Less than 25th percentile | 0% | | 25th percentile | 25% | | 50th percentile | 100% | | 75th percentile | 200% |

  59. Three-Year Performance Period Ending August 31, 2025

    Promptly following the completion of the Performance Period (and no later than sixty (60) days), the Compensation Committee will review and certify (a) what percentile rank of relative TSR has been achieved, and (b) the number of PSUs each named executive officer has earned. Relative TSR will be measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the Performance Period, with the beginning measurement starting on the first day of the Performance Period and the ending measurement ending on the last day of the Performance Period. Companies in the Russell 3000 Food & Beverage index that are acquired during the Performance Period will not be included in the Performance Period end date measurement and no substitutions will be made. Achievement between the stated percentages will be interpolated on a straight-line basis. Stock Options. The value of stock options is based on stock price appreciation after the grant date. Stock option grants have a 10-year term and generally vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The exercise price equals our closing stock price on the date of grant. Restricted Stock Units. Each RSU represents the right to receive one share of our common stock upon vesting, provided that the recipient remains employed with us through each vesting date. The RSUs generally vest in three substantially equal annual installments beginning on the first anniversary of the grant date, except as noted in the section entitled “— Potential Payments Upon Termination or Change in Control — Executive Severance Plan,” below, with respect to vesting upon a Change in Control with Termination. Fiscal Year 2023 PSU Vestings. In November 2020, we granted our PSUs to our NEOs with performance criteria consisting of relative TSR measured for the Company and each company in the Russell 3000 Food & Beverage index, and these PSUs vested at 193.2% of target on November 8, 2023, because we achieved the percentile rank of 73.3%. Relative TSR was calculated using the immediately preceding 30-day average share price at the beginning and end of the Performance Period. The vesting schedule for these PSUs at the end of the three-year period was follows: 25% would vest on November 8, 2023 if we achieved the 25th percentile of relative TSR, 100% would vest on November 8, 2023 if we achieved the 50th percentile of relative TSR, and 200% would vest on November 8, 2023 if we achieved the 75th percentile of relative TSR. Achievement between the stated percentages was interpolated on a straight-line basis. Fiscal Year 2023 Awards. The equity awards granted to our NEOs in fiscal year 2023 were as follows:

  60. Three-Year Performance Period Ending August 31, 2025

    | Name | Time-Based Stock Options (#) | PSUs at Maximum Vesting (#) | RSUs (#) | | Geoff E. Tanner(1) | 150,000 | — | 20,000 | | Joseph E. Scalzo(2) | 35,384 | 39,970 | 25,110 | | Shaun P. Mara(3) | 9,369 | 10,582 | 31,523 | | Jill M. Short(3) | 5,871 | 6,632 | 16,282 | | Linda M. Zink(3) | 6,246 | 7,054 | 13,705 | | Timothy R. Kraft(3) | 6,574 | 7,426 | 8,587 | | Todd E. Cunfer(4) | — | — | — |

  61. Three-Year Performance Period Ending August 31, 2025

    (1) On April 10, 2023, the Compensation Committee granted Mr. Tanner 150,000 Stock Options and 20,000 RSUs included in the above, in connection with his hiring. (2) On July 7, 2023, the Compensation Committee granted Mr. Scalzo 9,581 RSUs included in the above, in connection with his transition to Executive Vice Chairman. (3) On November 8, 2022, the Compensation Committee granted Mr. Mara 27,412 RSUs, included in the above, in recognition of his promotion to Chief Financial Officer, and 13,706 RSUs to Ms. Short and 10,964 RSUs to Ms. Zink, both included in the above, to facilitate the Company’s retention efforts and help reinforce long-term succession needs through the Chief Executive Officer succession plan. On January 18, 2023, the Compensation Committee granted Mr. Kraft 5,702 RSUs, included in the above, to facilitate the Company’s retention efforts and help reinforce long-term succession needs through the Chief Executive Officer succession plan. Mr. Mara’s grant vests 75% on the 18-month anniversary of the grant date and 25% on the second anniversary of the grant date. Each of the retention awards vest 100% on the second anniversary of their respective grant date. (4) Mr. Cunfer’s employment with the company ended on November 30, 2022, and he did not receive any equity award grants in fiscal year 2023.

  62. Employment Arrangements

    | Mr. Scalzo’s Employment Agreement as President and Chief Executive Officer. | | We entered into an amended and restated employment agreement with Mr. Scalzo, dated July 7, 2017, which was further amended October 16, 2019, and August 13, 2021. The initial term of the agreement was five years, but pursuant to the August 2021 amendment, the initial term of the agreement was extended to six years, such that the initial term of the agreement would terminate on July 7, 2023, and thereafter, the term would automatically renew for additional one-year periods, unless either party provided 90 days’ written notice of non-renewal. This Employment Agreement terminated on July 7, 2023. | | The agreement provided Mr. Scalzo with an initial base salary of $715,000, subject to increase (but not decrease) in the discretion of the Board of Directors. In addition, under the amended agreement, Mr. Scalzo was entitled to, among other things: • a target annual cash incentive award opportunity equal to 100% of base salary for fiscal year 2018 and each year thereafter; • the opportunity to receive equity and other long-term incentive awards, as determined in the Board’s discretion; • eligibility to participate in the employee benefit plans, programs and policies maintained by us for our senior executives generally, in accordance with the terms and conditions thereof as in effect from time to time; and • upon his retirement, Mr. Scalzo’s incentive equity awards will have continued vesting for all awards granted (A) at least one year preceding his retirement for awards made prior to September 1, 2022 and (B) at least six months preceding his retirement for awards made on or after September 1, 2022. | | Upon the occurrence of a Change in Control of the Company, any outstanding unvested incentive equity awards held by Mr. Scalzo would have been entitled to accelerated vesting only if Mr. Scalzo experienced a Qualifying Termination (as defined in the agreement) within 12 months following the Change in Control, subject to Mr. Scalzo’s executing and not revoking the release required by the terms of the agreement. | | The agreement subjects Mr. Scalzo to certain restrictive covenants, including perpetual confidentiality and mutual non-disparagement, assignment of inventions and non-competition and non-solicitation during the employment term and for 24 months post employment. | | For additional information on benefits Mr. Scalzo will receive upon his retirement or a Change in Control, please see “Potential Payments Upon Termination or Change in Control — Mr. Scalzo’s Severance and Change in Control Benefits,” below. | | Mr. Scalzo’s Transition Agreement | | In connection with Mr. Scalzo’s transition into retirement, on January 27, 2023, we entered into a transition agreement with Mr. Scalzo (the “Scalzo Transition Agreement”). The Scalzo Transition Agreement provided Mr. Scalzo would remain Chief Executive Officer of the Company through July 7, 2023. After July 7, 2023, Mr. Scalzo will serve in the role of Executive Vice Chairman of the Board through the end of the Company’s 2024 fiscal year, at which time his employment with us will cease and he will be appointed as non-executive Vice Chairman of the Board. | | The Scalzo Transition Agreement provides that after July 7, 2023, Mr. Scalzo will receive an annual base salary of $200,000, which will be prorated for partial years of service, and he will be eligible to receive an annual incentive award, on the same terms as our senior executives. For fiscal year 2024, Mr. Scalzo’s annual incentive target amount will be 100% of his annual base salary, with a maximum payout of 200% of his annual base salary. Any new equity awards granted to Mr. Scalzo on or after July 7, 2023 pursuant to the Scalzo Transition Agreement, as granted in the discretion of the Board, will receive retirement equity treatment, which is consistent with the retirement equity treatment provided in Mr. Scalzo’s prior employment agreement. Pursuant to the Scalzo Transition Agreement, Mr. Scalzo was awarded restricted stock units of the Company with a target value of $350,000 that cliff vest on the one-year anniversary of the date of grant, which grant is also eligible for retirement equity treatment if Mr. Scalzo’s employment is terminated by the Company without Cause or by Mr. Scalzo for Good Reason (as such terms are defined in the Scalzo Transition Agreement), in each case, prior to vesting. | | Mr. Scalzo continues to be a participant in our Executive Severance Plan as a Tier I participant. See “Potential Payments Upon Termination or Change in Control” for a description of the Executive Severance Plan. |

  63. Employment Arrangements

    | Other Employment Letters. | | Other than Mr. Scalzo, none of the NEOs have an employment agreement. Each of the NEOs other than Mr. Cunfer participate in The Simply Good Foods Company Executive Severance Plan (the “Executive Severance Plan”). See “Potential Payments Upon Termination or Change in Control” for a description of the Executive Severance Plan. At the time of their respective hire dates, we entered into employment offer letters with each of Messrs. Tanner, Mara, and Kraft, and Mses. Short and Zink. Each of these NEOs’ employment is “at will,” and the employment offer letter does not include a specific term. The employment offer letters set forth an initial base salary and provide for increases from time to time by the Board. Each NEO is eligible for an annual cash incentive award, with a target amount set as a percentage of their base salary and the actual amount based upon the achievement of performance goals established by the Compensation Committee from time to time. The employment offer letters provide that each NEO is eligible to participate in the employee benefit plans, programs and policies maintained by us from time to time. |

  64. Review of Risk in our Compensation Programs

    | • The Compensation Committee uses an independent compensation consultant to advise the Compensation Committee on executive compensation decisions. • Executive officers are subject to minimum stock ownership guidelines. • Our Insider Trading Policy prohibits officers, directors and other employees (i) from entering into hedging or monetization transactions or similar arrangements with respect to our securities and (ii) pledging our securities. • Our incentive compensation clawback policy permits the Company to recoup incentive compensation paid on the basis of financial results that are subsequently restated or because of financial or reputational harm to the Company. • The Compensation Committee absent intervening events such as those related to merger and acquisition activities, typically approves short-term incentive program goals at the start of the fiscal year and approves the performance achievement levels and final payments at the end of the fiscal year. • The short-term incentive program payouts are capped. • We use a mix of cash and equity incentive programs. • We use a mix of equity award types, all of which are subject to multi-year vesting for executive officers. |

  65. General

    General Shares that count towards the ownership guidelines include: • Shares owned directly (or through a nominee); • Shares beneficially owned in a “family trust” or held by a spouse and/or minor children; • Shares underlying unvested time-vesting restricted stock units; and • Deferred stock units of the Company. For purposes of the policy, “Fair Market Value” means the higher of (i) the 90-day average closing price of our common stock or (ii) the most recent closing price of our common stock, in each case immediately prior to the date of measurement.

  66. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our NEOs during fiscal years 2023, 2022, and 2021.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Geoff E. Tanner(6) President and Chief Executive Officer | 2023 | 281,250 | 700,000 | 738,800 | 2,358,000 | 256,000 | 693 | 4,334,743 | | Joseph E. Scalzo Exec Vice Chairman and former President and Chief Executive Officer | 2023 | 757,358 | | 2,199,630 | 611,436 | 590,000 | 17,095 | 4,175,519 | | | 2022 | 815,000 | | 1,772,686 | 555,059 | 1,112,000 | 15,508 | 4,270,253 | | | 2021 | 798,273 | | 1,711,969 | 3,363,441 | 1,400,000 | 16,262 | 7,289,945 | | Shaun P. Mara(6) Chief Financial Officer | 2023 | 453,373 | | 1,548,055 | 161,896 | 262,000 | 21,152 | 2,446,476 | | Jill M. Short Chief Customer Officer | 2023 | 382,875 | | 836,064 | 101,451 | 175,000 | 17,827 | 1,513,217 | | | 2022 | 371,875 | | 220,509 | 69,063 | 296,000 | 18,382 | 975,829 | | | 2021 | 364,084 | | 412,980 | 73,841 | 371,000 | 19,173 | 1,241,078 | | Linda M. Zink Chief Growth Officer | 2023 | 407,500 | | 749,764 | 107,931 | 186,000 | 19,069 | 1,470,264 | | | 2022 | 364,375 | | 408,431 | 65,279 | 300,000 | 19,909 | 1,574,994 | | Timothy R. Kraft Chief Legal Officer & Corp. Secretary | 2023 | 429,125 | | 543,607 | 113,599 | 214,000 | 16,234 | 1,316,565 | | | 2022 | 415,000 | | 326,329 | 102,169 | 341,000 | 17,438 | 1,201,936 | | | 2021 | 402,038 | | 515,115 | 109,244 | 462,000 | 16,402 | 1,504,799 | | Todd E. Cunfer(7) Former Chief Financial Officer | 2023 | 158,565 | | 0 | 0 | 0 | 1,686 | 160,251 | | | 2022 | 472,500 | | 463,311 | 145,065 | 454,000 | 19,329 | 1,554,205 | | | 2021 | 458,333 | | 1,533,483 | 148,898 | 564,000 | 15,158 | 2,719,872 |

  68. Summary Compensation Table

    (1) This amount includes Mr. Tanner’s sign on bonus to remunerate him for compensation that would have been otherwise payable by his former employer and for relocation to Denver. (2) The amounts included under the “Stock Awards” column reflect the aggregate grant date fair value of PSUs (at target performance) and RSUs, and do not correspond to the actual values that will be realized by the executive officer. The value of these awards is computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. PSUs vest at the end of the three-year performance period with payouts ranging from 0% to 200%. Information about the assumptions used to calculate the grant date fair value of such equity awards can be found in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023. For fiscal year 2023, the total aggregate grant date fair value of stock awards, including the PSUs and time-vested RSUs assuming the achievement of highest level of performance, would be as follows: $738,800 for Mr. Tanner, $3,449,692 for Mr. Scalzo, $1,879,007 for Mr. Mara, $1,043,480 for Ms. Short, $970,378 for Ms. Zink, and $775,855 for Mr. Kraft. (3) The amounts reflect the aggregate grant date fair value of non-qualified stock options granted to the NEOs, and do not correspond to the actual value that will be realized upon exercise by the NEOs. The value of these awards is computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of such equity awards can be found in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023. Represents amounts earned by the NEOs under the 2023 Incentive Plan. These payments were made to the NEOs after the close of the fiscal year for which they were earned. See “— Annual Performance-Based Cash Incentive Compensation” above. Amounts in this column include the following.

  69. Summary Compensation Table

    | Name | Cash Matching Contributions to 401(k) plan ($) | Supplemental Life Insurance Premiums ($) | Supplemental Disability Insurance Premiums ($) | | Geoff E. Tanner | — | 298 | 396 | | Joseph E. Scalzo | 9,815 | 949 | 6,332 | | Shaun P. Mara | 15,046 | 1,020 | 5,086 | | Jill. M. Short | 11,871 | 1,020 | 4,936 | | Linda M. Zink | 12,496 | 1,020 | 5,553 | | Timothy R. Kraft | 11,921 | 1,020 | 3,293 | | Todd E. Cunfer | — | 298 | 1,388 |

  70. Summary Compensation Table

    (6) Messrs. Tanner and Mara became NEOs for the first time in fiscal year 2023. Mr. Tanner was hired on April 3, 2023 and appointed President and Chief Executive Officer on July 7, 2023, and Mr. Mara became Chief Financial Officer effective October 27, 2022. Mr. Cunfer stepped down as Chief Financial Officer effective October 27, 2022, and his employment with the Company ended on November 30, 2022.

  71. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards granted to our NEOs during fiscal year 2023. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table,” below for information with respect to vesting dates.

  72. Grants of Plan-Based Awards Table

    | Name | Award Description | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Geoff E. Tanner | Annual Incentive | | 156,250 | 312,500 | 625,000 | | | | | | | | | | PSUs | | | | | | | | | | | | | | Options | 4/10/2023 | | | | | | | | 150,000 | 36.94 | 2,358,000 | | | RSUs | 4/10/2023 | | | | | | | 20,000 | | | 738,800 | | Joseph E. Scalzo | Annual Incentive | | 360,000 | 720,000 | 1,440,000 | | | | | | | | | | RSUs | 7/7/2023 | | | | | | | 9,581 | | | 349,994 | | | PSUs | 11/8/2022 | | | | 4,996 | 19,985 | 39,970 | | | | 1,250,062 | | | Options | 11/8/2022 | | | | | | | | 35,384 | 38.61 | 611,436 | | | RSUs | 11/8/2022 | | | | | | | 15,529 | | | 599,575 | | Shaun P. Mara | Annual Incentive | | 160,000 | 320,000 | 640,000 | | | | | | | | | | PSUs | 11/8/2022 | | | | 1,322 | 5,291 | 10,582 | | | | 330,952 | | | Options | 11/8/2022 | | | | | | | | 9,369 | 38.61 | 161,896 | | | RSUs | 11/8/2022 | | | | | | | 31,523 | | | 1,217,103 | | Jill M. Short | Annual Incentive | | 106,425 | 212,850 | 425,700 | | | | | | | | | | PSUs | 11/8/2022 | | | | 829 | 3,316 | 6,632 | | | | 207,416 | | | Options | 11/8/2022 | | | | | | | | 5,871 | 38.61 | 101,451 | | | RSUs | 11/8/2022 | | | | | | | 16,282 | | | 628,648 | | Linda M. Zink | Annual Incentive | | 113,300 | 226,600 | 453,200 | | | | | | | | | | PSUs | 11/8/2022 | | | | 881 | 3,527 | 7,054 | | | | 220,614 | | | Options | 11/8/2022 | | | | | | | | 6,246 | 38.61 | 107,931 | | | RSUs | 11/8/2022 | | | | | | | 13,705 | | | 529,150 | | Timothy R. Kraft | Annual Incentive | | 130,200 | 260,400 | 520,800 | | | | | | | | | | RSUs | 1/18/2023 | | | | | | | 5,702 | | | 199,969 | | | PSUs | 11/8/2022 | | | | 928 | 3,713 | 7,426 | | | | 232,248 | | | Options | 11/8/2022 | | | | | | | | 6,574 | 38.61 | 113,599 | | | RSUs | 11/8/2022 | | | | | | | 2,885 | | | 111,390 | | Todd E. Cunfer(5) | Annual Incentive | | | | | | | | | | | | | | PSUs | | | | | | | | | | | | | | Options | | | | | | | | | | | | | | RSUs | | | | | | | | | | | |

  73. Grants of Plan-Based Awards Table

    (1) These columns consist of threshold, target and maximum annual incentive targets for fiscal year 2023 under the 2023 Incentive Plan. Actual incentive payments are calculated upon achievement of Company performance metrics, with the opportunity for additional increases or decreases of up to 25% of the target based upon individual performance. The Threshold, Target and Maximum payments shown in the table above exclude the potential 25% upward/downward adjustment tied to individual performance. See “— Summary Compensation Table” above for actual amounts paid. The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the PSUs granted in fiscal year 2023 that will vest in 2025 based upon achievement of Company performance metrics. Earned payments may range from 0% to 200% of target based on performance. See “— Long Term Equity Compensation” above. The amounts included in this column reflect the aggregate grant date fair value of stock options, PSUs and RSUs granted to the NEOs in fiscal year 2023, computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of such equity awards can be found in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023. (4) The grant date fair value of PSUs is reported in the table above at target performance level. PSUs vest at the end of the three-year performance period with payouts ranging from 0% to 200% of target. (5) Mr. Cunfer’s employment with the company ended on November 30, 2022.

  74. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Amounts in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table represent the actual cash incentive award earned by each named executive officer under the 2023 Incentive Plan. Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns of the Grants of Plan-Based Awards Table represent the cash incentive award opportunity for each named executive officer under the 2023 Incentive Plan. Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns of the Grants of Plan-Based Awards Table represent the threshold, target and maximum award opportunity for each named executive officer with respect to PSUs granted in fiscal year 2023. See “— Long Term Equity Incentive Compensation” above for a more detailed description of the 2023 Incentive Plan and the PSUs granted in fiscal year 2023. Grants of stock options and RSUs generally vest in substantially equal one-third increments on each of the first three anniversaries of the grant date. PSUs vest three years from the grant date contingent upon the achievement of the performance metric associated with each PSU award, See “— Long-Term Equity Compensation” above.

  75. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding equity awards for each of our NEOs as of August 26, 2023.

  76. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards Date | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Geoff E. Tanner | 410/2023 | — | 150,000 | 36.94 | 4/10/2033 | | | | | | | 4/10/2023 | | | | | 20,000 | 689,200 | | | | Joseph E. Scalzo | 7/07/2023 | | | | | 9,581 | 330,161 | | | | | 11/08/2022 | — | 35,384 | 38.61 | 11/8/2032 | | | | | | | 11/08/2022 | | | | | | | 19,985 | 688,683 | | | 11/08/2022 | | | | | 15,529 | 535,129 | | | | | 11/08/2021 | 12,077 | 24,154 | 40.88 | 11/8/2031 | | | | | | | 11/08/2021 | | | | | | | 19,100 | 658,186 | | | 11/08/2021 | | | | | 9,155 | 315,481 | | | | | 8/13/2021 | — | 200,000 | 36.56 | 8/13/2031 | | | | | | | 11/08/2020 | 54,644 | 27,323 | 20.28 | 11/8/2030 | | | | | | | 11/08/2020 | | | | | | | 47,475 | 1,635,989 | | | 11/08/2020 | | | | | 9,731 | 335,330 | | | | | 11/08/2019 | 66,925 | — | 24.15 | 11/8/2029 | | | | | | | 11/08/2018 | 105,418 | — | 19.89 | 11/8/2028 | | | | | | | 7/14/2017 | 1,000,000 | — | 12.00 | 7/14/2027 | | | | | | Shaun P. Mara | 11/08/2022 | — | 9,369 | 38.61 | 11/8/2032 | | | | | | | 11/08/2022 | | | | | | | 5,291 | 182,328 | | | 11/08/2022 | | | | | 4,111 | 141,665 | | | | | 11/08/2022 | | | | | 27,412 | 944,618 | | | | | 11/08/2021 | 1,354 | 2,709 | 40.88 | 11/8/2031 | | | | | | | 11/08/2021 | | | | | | | 2,142 | 73,813 | | | 11/08/2021 | | | | | 2,396 | 82,566 | | | | | 11/08/2020 | 5,948 | 2,974 | 20.28 | 11/8/2030 | | | | | | | 11/08/2020 | | | | | | | 5,167 | 178,055 | | | 11/08/2020 | | | | | 1,059 | 36,493 | | | | | 6/28/2019 | 33,848 | — | 24.08 | 6/28/2029 | | | | |

  77. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards Date | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Jill M. Short | 11/8/2022 | — | 5,871 | 38.61 | 11/8/2032 | | | | | | | 11/8/2022 | | | | | | | 3,316 | 114,269 | | | 11/8/2022 | | | | | 2,576 | 88,769 | | | | | 11/8/2022 | | | | | 13,706 | 472,309 | | | | | 11/8/2021 | 1,502 | 3,006 | 40.88 | 11/8/2031 | | | | | | | 11/8/2021 | | | | | | | 2,376 | 81,877 | | | 11/8/2021 | | | | | 1,139 | 39,250 | | | | | 5/4/2021 | | | | | 5,906 | 203,521 | | | | | 11/8/2020 | 6,799 | 3,400 | 20.28 | 11/8/2030 | | | | | | | 11/8/2020 | | | | | | | 5,907 | 203,555 | | | 11/8/2020 | | | | | 1,211 | 41,731 | | | | | 11/8/2019 | 10,379 | — | 24.15 | 11/8/2029 | | | | | | | 11/8/2018 | 16,255 | — | 19.89 | 11/8/2028 | | | | | | | 8/15/2018 | 17,699 | — | 17.62 | 8/15/2028 | | | | | | | 8/28/2017 | 2,787 | — | 12.00 | 8/28/2027 | | | | | | | 7/14/2017 | 23,283 | — | 12.00 | 7/14/2027 | | | | | | Linda M. Zink | 11/8/2022 | — | 6,246 | 38.61 | 11/8/2032 | | | | | | | 11/8/2022 | | | | | | | 3,527 | 121,540 | | | 11/8/2022 | | | | | 2,741 | 94,455 | | | | | 11/8/2022 | | | | | 10,964 | 377,819 | | | | | 5/2/2022 | | | | | 3,308 | 113,994 | | | | | 11/8/2021 | 1,420 | 2,841 | 40.88 | 11/8/2031 | | | | | | | 11/8/2021 | | | | | | | 2,246 | 77,397 | | | 11/8/2021 | | | | | 1,077 | 37,113 | | | | | 5/4/2021 | | | | | 5,906 | 203,521 | | | | | 11/8/2020 | 6,240 | 3,121 | 20.28 | 11/8/2030 | | | | | | | 11/8/2020 | | | | | | | 5,421 | 186,808 | | | 11/8/2020 | | | | | 1,111 | 38,285 | | | | | 11/8/2019 | 6,138 | — | 24.15 | 11/8/2029 | | | | | | | 11/8/2018 | 10,136 | — | 19.89 | 11/8/2028 | | | | | | | 7/14/2017 | 67,422 | — | 12.00 | 7/14/2027 | | | | |

  78. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards Date | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)(4) | | Timothy R. Kraft | 1/18/2023 | | | | | 5.702 | 196,491 | | | | | 11/8/2022 | — | 6,574 | 38.61 | 11/8/2032 | | | | | | | 11/8/2022 | | | | | | | 3,713 | 127,950 | | | 11/8/2022 | | | | | 2,885 | 99,417 | | | | | 11/8/2021 | 2,223 | 4,446 | 40.88 | 11/8/2031 | | | | | | | 11/8/2021 | | | | | | | 3,516 | 121,161 | | | 11/8/2021 | | | | | 1,686 | 58,100 | | | | | 5/4/2021 | | | | | 5,906 | 203,521 | | | | | 11/8/2020 | 10,059 | 5,030 | 20.28 | 11/8/2030 | | | | | | | 11/8/2020 | | | | | | | 8,739 | 301,146 | | | 11/8/2020 | | | | | 1,792 | 61,752 | | | | | 11/8/2019 | 15,055 | — | 24.15 | 11/8/2029 | | | | | | | 11/8/2018 | 29,907 | — | 19.89 | 11/8/2028 | | | | | | | 7/16/2018 | 99,854 | — | 16.75 | 7/16/2028 | | | | |

  79. Outstanding Equity Awards at Fiscal Year-End

    The option awards vest in three substantially equal annual installments beginning on the first anniversary of the grant date, provided that the NEO remains in continuous service with us as of each applicable vesting date, except for Mr. Tanner’s award granted April 10, 2023, which vests 100% on the third anniversary of the grant date, and Mr. Scalzo’s award granted August 13, 2021, which vests 100% on the third anniversary of the grant date. (2) The RSUs shown in this column vest in three substantially equal annual installments beginning on the first anniversary of the grant date, provided that the NEO remains in continuous service with us as of each applicable vesting date, except for Mr. Scalzo’s award granted July 7, 2023 which vests 100% on the first anniversary of the grant; Mr. Mara’s award granted November 8, 2022 consisting of 27,412 RSUs, which vests 75% on the eighteen month anniversary of the grant and 25% on the second anniversary of the grant date; Ms. Short’s award granted November 8, 2022 consisting of 13,706 RSUs and Ms. Zink’s award granted November 8, 2022 consisting of 10,964 RSUs which vest on the second anniversary of the grant; Mr. Kraft’s award granted January 18, 2023 which vests 100% on the second anniversary of the grant; and Ms. Short’s, Ms. Zink’s, and Mr. Kraft’s awards granted May 4, 2021 which vest 100% on the third anniversary of the grant date. (3) These awards consist of PSUs that may vest three years from their respective grant date if the designated performance metric is met. The PSUs granted on November 8, 2020, November 8, 2021, and November 8, 2022, will payout within the range of 0% to 200% of target, depending on performance. This column reports the number of PSUs that would vest if target performance is met. See the “Compensation Discussion and Analysis” for information on the performance metric. The values shown in this column were determined by multiplying the number of unvested or unearned shares at the target performance level by $34.46 (which was the closing price of our common stock on August 25, 2023, the last trading day of fiscal year 2023).

  80. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  81. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Geoff E. Tanner | — | — | — | — | | Joseph E. Scalzo | — | — | 48,916 | 1,888,647 | | Shaun P. Mara | — | — | 2,256 | 87,104 | | Jill M. Short | — | — | 7,147 | 275,946 | | Linda M. Zink | — | — | 6,476 | 247,822 | | Timothy R. Kraft | — | — | 10,417 | 402,200 | | Todd E. Cunfer | 211,250 | 4,939,311 | 12,024 | 464,247 |

  82. Pension Benefits

    Pension Benefits The NEOs do not participate in any pension plans and received no pension benefits during the fiscal year ended August 26, 2023, other than with respect to our defined contribution 401(k) plan.

  83. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The NEOs do not participate in any nonqualified deferred compensation plans and received no nonqualified deferred compensation during the fiscal year ended August 26, 2023.

  84. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The employment arrangements with each of our NEOs provide for the payment of severance benefits upon certain terminations of employment. We have agreed to pay severance benefits in the event we terminate an NEO’s employment without “cause,” an NEO resigns for “good reason,” or an NEO’s employment is terminated following designated “Change in Control” situations, (in each case, as defined in The Simply Good Foods Company Executive Severance Compensation Plan).

  85. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Tanner, our President and Chief Executive Officer for fiscal year 2023, to the annual total compensation of our median employee. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal year 2023, the ratio of annual total compensation of the CEO to the median employee is 56:1. To identify our median employee in 2023, we used the following methodology: • We collected the payroll data of all employees globally as of the end of fiscal year 2023; • We applied a 2023 constant dollar exchange rate to convert all international currencies into U.S. dollars; and • We used total target cash (which includes base salary and the annual incentive at target) as of the end of fiscal year 2023 as our consistently applied compensation measure to identify the median employee. We calculated fiscal year 2023 annual total compensation for both Mr. Tanner and the median employee using the same definition for total compensation as set forth in the Summary Compensation Table above. Finally, the ratio was then determined by dividing the total compensation as calculated above for Mr. Tanner by the total compensation for the median employee.

  86. CEO Pay Ratio Disclosure

    | Position | Salary | Bonus | Annual Incentive | Equity Awards | All Other Compensation | Total | | President and CEO | $281,250 | $700,000 | $256,000 | $3,096,800 | $693 | $4,334,743 | | Median-Compensated Employee | $66,715 | — | $8,840 | $— | $1,973 | $77,528 | | | | | | | Pay Ratio: | 56:1 |

  87. Pay versus Performance

    Pay versus Performance The following table shows, for the past three fiscal years, the total compensation for each of our CEOs, and, on an average basis, our other NEOs, as set forth in the Summary Compensation Table, the “Compensation Actually Paid” (or “CAP”) to each of our CEOs, and, on an average basis, our other NEOs, our TSR, the TSR of the S&P 500 Packaged Food & Meats index, our net income, and our principal financial measure for compensation purposes in fiscal 2023, adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the NEOs’ compensation for each fiscal year, please see the Compensation Discussion & Analysis section of the proxy statement reporting pay for the fiscal years covered in the table below.

  88. Pay versus Performance

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(2) | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of initial fixed $100 Investment Based On: | | Net Income* | Adjusted EBITDA*(6) | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2023 | $4,175,519 | $4,334,743 | $7,020,242 | $4,294,143 | $1,381,355 | $1,200,345 | $191.66 | $123.53 | $133,575 | $245,555 | | 2022 | $4,270,253 | N/A | $1,407,798 | N/A | $1,424,527 | $973,792 | $175.25 | $129.17 | $108,574 | $234,043 | | 2021 | $7,289,945 | N/A | $12,633,789 | N/A | $1,888,377 | $2,833,299 | $196.61 | $116.07 | $40,880 | $207,273 |

  89. Pay versus Performance

    * in thousands (1) Both Joseph E. Scalzo (“First PEO”) and Geoff E. Tanner (“Second PEO”) served as the Principal Executive Officer (“PEO”) in fiscal year 2023. The PEO in fiscal years 2022 and 2021 was Joseph E. Scalzo. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and the same assumptions that were used for stock options granted that year. Performance-based restricted share grant date fair values are calculated using ASC 718 at target-level performance. The Company’s valuation assumptions are described in Note 13, “Omnibus Incentive Plan,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended August 26, 2023. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest, as applicable. The following table details these adjustments:

  90. Pay versus Performance

    | Year | Executive(s) | Summary Compensation Table Total | Subtract grant date fair value of equity awards granted during the fiscal year(a) | Add year-end fair value of equity awards granted during the fiscal year that are outstanding and unvested at fiscal year end | Add change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested at fiscal year end | | Add change in fair value of equity awards granted in prior fiscal years that vested in applicable fiscal year | | Subtract fair value as of end of prior fiscal year for equity awards granted in prior fiscal years and failing to meet vesting conditions during applicable fiscal year | Compensation Actually Paid | | 2023 | First PEO | $4,175,519 | $2,811,066 | $2,507,862 | | 2,363,854 | | 784,073 | $0 | $7,020,242 | | | Second PEO | $4,334,743 | $3,096,800 | $3,056,200 | | 0 | | 0 | $0 | $4,294,143 | | | Other NEOs | $1,381,355 | $832,473 | $743,609 | | 195,387 | | 116,728 | $404,261 | $1,200,345 | | 2022 | PEO | $4,270,253 | $2,327,745 | $1,397,810 | ($ | 2,733,291) | | 800,771 | $0 | $1,407,798 | | | Other NEOs | $1,424,527 | $489,602 | $301,261 | ($ | 412,234) | | 149,840 | $0 | $973,792 | | 2021 | PEO | $7,289,945 | $5,075,410 | $8,048,832 | | 2,594,290 | ($ | 223,868) | $0 | $12,633,789 | | | Other NEOs | $1,888,377 | $767,759 | $1,331,296 | | 515,797 | | 24,582 | $158,994 | $2,833,299 |

  91. Pay versus Performance

    (a) Represents the aggregate of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (3) The NEOs included in the calculation of average non-PEO NEO compensation in each applicable year:

  92. Pay versus Performance

    | • | 2023: Shaun P. Mara, Jill M. Short, Linda M. Zink, Timothy R. Kraft, and Todd E. Cunfer; and | | • | 2022 Todd E. Cunfer, Susan K. Hunsberger, Timothy R. Kraft, Linda M. Zink and C. Scott Parker; and | | • | 2021 Todd E. Cunfer, C. Scott Parker, Timothy R. Kraft, and Jill M. Short. |

  93. Pay versus Performance

    (4) Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Represents the weighted peer group TSR, weighted in accordance with the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Packaged Food & Meats index. We have determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link CAP to our NEOs, for fiscal year 2023, to company performance (the “Company Selected Measure” as defined under SEC rules). Simply Good Foods defines EBITDA as net income or loss before interest income, interest expense, income tax expense, depreciation and amortization, and Adjusted EBITDA as further adjusted to exclude the following items: stock-based compensation expense, executive transition costs, term loan transaction fees, integration costs, restructuring costs, loss in fair value change of warrant liability, and other non-core expenses.

  94. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table The following graphs illustrate the relationship between CAP(1) and financial performance measures in the Pay Versus Performance table: 1 2023 CAP has been aggregated for both PEOs