DEF 14A of B&G Foods, Inc., Apr 4, 2024

DEF 14A of B&G Foods, Inc.

Filed Apr 4, 2024 · FY20230001104659-24-043672

Open on EDGAR

  1. Director Compensation

    Director Compensation Employee directors do not receive any separate compensation for their board activities. Each of our non-employee directors receives an annual fee payable in cash or, at the director’s election, stock options issued under our Omnibus Plan. In addition, to ensure that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of shares of our common stock issued under our Omnibus Plan. Members of our board committees receive an additional annual fee for each committee on which they serve. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or board committees. Based upon recommendations from the compensation committee, the board did not implement any changes to board compensation for the period from June 2023 to May 2024 and has decided not to implement any changes to board compensation for the period from June 2024 to May 2025. The compensation committee made such recommendations after reviewing director compensation surveys. A summary of our director compensation program is summarized in the table below:

  2. Director Compensation

    | Compensation Element | 2024/2025 Compensation | | | | | | | (June 2024 - May 2025) (1) | | | | | | General Board Service—Cash(2) | | | | | | | Annual Fee—Chair | $165,000 | | | | | | Annual Fee—Other Members | $75,000 | | | | | | General Board Service—Equity | | | | | | | Approximate value of shares of common stock granted annually | $130,000 | | | | | | Number of shares | Determined by dividing $130,000 by the thirty day average of the closing price of our common stock on the first business day of the calendar month immediately following the annual meeting of stockholders. Shares are issued on that day. | | | | | | Vesting schedule | Shares vest immediately upon grant. | | | | | | Committee Service—Cash | | | | | | | | Audit Committee | Compensation Committee | Corporate Social Responsibility Committee | Nominating & Governance Committee | Risk Committee | | Annual Fee—Chair | $25,000 | $20,000 | $20,000 | $20,000 | $20,000 | | Annual Fee—Other Members | $15,000 | $15,000 | $15,000 | $15,000 | $15,000 |

  3. Director Compensation

    (1) For ease of administration the board service payment calendar runs from June through May. However, the June through May board service payments include compensation for services rendered upon election or re-election to the board at the annual meeting of stockholders in late May until the next annual meeting of stockholders the following May. The annual board service fee (or any portion thereof), currently payable to the Chair of the Board and each of the other non-employee directors in cash, may at each non-employee director’s option, be paid in cash or an equivalent amount of options, provided that such election is made by continuing directors not later than December 31st of the calendar year prior to the payment of such annual board service fee and by newly elected directors not later than two days after such newly elected director’s election to the board. During fiscal 2023, our non-employee directors received the following compensation:

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Option Awards(3)(4) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Stephen C. Sherrill | — | $117,314 | $165,000 | — | — | — | $282,314 | | DeAnn L. Brunts | $130,000 | $117,314 | — | — | — | — | $247,314 | | Debra M. Chase | $125,000 | $117,314 | — | — | — | — | $242,314 | | Charles F. Marcy | $110,000 | $117,314 | — | — | — | — | $227,314 | | Robert D. Mills | $110,000 | $117,314 | — | — | — | — | $227,314 | | Dennis M. Mullen. | $120,000 | $117,314 | — | — | — | — | $237,314 | | Cheryl M. Palmer | $120,000 | $117,314 | — | — | — | — | $237,314 | | Alfred Poe | $125,000 | $117,314 | — | — | — | — | $242,314 | | David L. Wenner | $105,000 | $117,314 | — | — | — | — | $222,314 |

  5. Director Compensation

    (1) The “Stock Awards” column shows the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. On June 1, 2023, each non-employee director received 9,059 shares of our common stock for his or her annual equity grant. (2) Because annual stock awards to our non-employee directors vest immediately upon grant, none of the directors listed in the table above had any unvested stock awards as of December 30, 2023. (3) The “Option Awards” column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily represent the actual value realized by each director. The stock option values were calculated using the Black-Scholes option pricing model. For discussion of the assumptions used in these valuations, see Note 15 of the notes to our consolidated financial statements in our 2023 annual report. Each of our non-employee directors is given the option to receive all or a portion of his or her annual board service fee in cash or an equivalent amount of stock options. Prior to December 31, 2022, Mr. Sherrill elected to receive all $165,000 of his annual board service fee in stock options. On June 1, 2023, Mr. Sherrill received 49,995 stock options at an exercise price of $12.95 per share. The stock options vest in their entirety on June 1, 2024. (4) The aggregate number of stock options outstanding as of December 30, 2023 for directors listed in the table above were as follows: Mr. Sherrill, 228,457 (of which 178,462 are vested and 49,995 vest on June 1, 2024); Mr. Poe, 36,843 (all of which are vested); and Mr. Wenner, 98,329 (all of which are vested). None of the other directors listed in the table above had any stock options outstanding as of December 30, 2023. Non-Employee Director Stock Ownership Guidelines. In February 2012, our board of directors adopted stock ownership guidelines for our non-employee directors to further align the interests of our non-employee directors with the interests of our stockholders. As originally adopted, each non-employee director was required to own our common stock in an amount equal to three times his or her annual cash board service fee. During the fourth quarter of 2018, our board of directors increased that requirement to an amount equal to four times each non-employee director’s annual cash board service fee. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there is a significant decline in our stock price that causes a non-employee director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. All of our non-employee directors who have been in their position for five years or longer own more than sufficient shares to satisfy our guidelines. Our nominating and governance committee plans to review these guidelines on an annual basis.

  6. PROPOSAL NO. 1—ELECTION OF DIRECTORS

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

  7. Director Nominees

    Director Nominees For each of the ten director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods and/or members of the board committees on which they serve. For further information about director skills and experience and board demographics and diversity, see “—Board Skills and Experience” and “—Board Demographics and Diversity” below. For further information, about how director nominees are selected, see “Corporate Governance—Director Nominations” above. Stephen C. Sherrill, 70, Chair of the Board of Directors: Stephen Sherrill has been a director since B&G Foods’ formation in 1996 and has been Chair since 2005. Mr. Sherrill is a founder and has been a Managing Director of BRS, Inc. since its formation in 1995. BRS, formerly known as Bruckmann, Rosser, Sherrill & Co., Inc., was the controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill currently serves as a director of BRS Outdoor Holdings LLC (the owner of the Gamo and Daisy airgun brands) and Organika Health Products Inc. Mr. Sherrill has previously served as a director of, among others, Royal Robbins, Inc., Ruth’s Chris Steak House, Inc., Remington Arms Company, Inc., Reliance Electric Company and Zatarain’s Brands Inc. Mr. Sherrill has many years of experience as a private equity investor and has served on the boards of directors of many public and private companies. Mr. Sherrill’s expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands. In addition, as a private equity investor, Mr. Sherrill has provided strategic guidance and business and financial oversight (including evaluation of senior management and their compensation) for many private and public companies. DeAnn L. Brunts, 62, Director: DeAnn Brunts has been a director since May 2015. Since 1999, Ms. Brunts has served as the chief financial officer and executive officer of a number of businesses both private and public. Ms. Brunts is a member of the board of directors of Benson Hill, Inc. (NYSE: BHIL), serving as such since November 2020. From January 2021 until her retirement in late March 2022, Ms. Brunts also served as the chief financial officer of Benson Hill. Ms. Brunts has served on the board of directors of Heritage Grocers Group since December 2023. Since August 2021, Ms. Brunts has served on the board of directors of Claire’s Holdings LLC, serving as chair of the audit committee. During 2020, she provided financial, accounting, capital structure and leadership consulting services to private equity backed companies. She served for three years commencing January 2017 as chief financial officer of Solaray, LLC, a privately held full service category management and merchandising services provider of general merchandise to a variety of retailers, including over 40,000 convenience stores. Ms. Brunts also served as the chief financial officer of Transworld Systems, Inc., a privately held debt collection agency, from 2015 to 2016, Maverik, Inc., a privately held convenience/gas/fresh food store chain, from 2012 to 2014, Rocky Mountain Foods, Inc., a privately held food manufacturer and distributor, from 2011 to 2012 and Merlin-International, a privately held information technology company, in 2010. Prior to that, Ms. Brunts served in several roles at Tatum LLC, a privately held executive and consulting services company specializing in finance, accounting and technology services, from 2006 to 2009, most recently as the central region managing partner of Tatum. Ms. Brunts also held various positions at PricewaterhouseCoopers from 1985 to 1999, including transaction services and audit partner. Ms. Brunts previously served as chair of the audit committee of the Women’s Foundation of Colorado and as a director and audit committee chair for Springboard to Learning. From 2017 to 2020 she served as a director of SRP Companies Canada, a privately held direct store distribution company. Ms. Brunts currently serves as a member of the Financial Accounting Standards Advisory Council. Ms. Brunts has extensive experience in financial and accounting matters, including private and public company reporting, having served as chief financial officer of several private companies and as an audit partner and mergers and acquisitions advisor at PricewaterhouseCoopers for several private and public companies, including several in the food and consumer packaged goods industries. Ms. Brunts also brings key senior management, leadership, financial and strategic planning experience to our board of directors. Debra Martin Chase, 67, Director: Debra Martin Chase has been a director since July 2020. Ms. Chase, a Tony and Peabody Award-winning and Emmy nominated television, motion picture and Broadway producer, is an entertainment industry icon and trailblazer as the first African American female producer ever to have a production deal at a major studio, and the first African American woman to produce a film that grossed over $100 million. To date, her films have grossed over a half billion dollars. Ms. Chase is the founder and has been serving as Chief Executive Officer of Martin Chase Productions since its formation in 2000. Since July 2021, Ms. Chase has been a member of the board of directors, and currently serves as a member of the audit committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG). Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Before that, Ms. Chase served as an in-house attorney and then in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. Ms. Chase serves on the boards of the New York City Ballet, where she founded and chaired the diversity and inclusion committee for many years, and the Second Stage Theatre in Manhattan, where she chairs the artistic committee. She is a member of the Academy of Motion Picture Arts and Sciences, where she sits on the producers executive committee, the Academy of Television Arts and Sciences, the Broadway League and the advisory board of the African American Film Critics’ Association. Ms. Chase has many years of experience as a business executive in the entertainment industry. Ms. Chase brings key leadership, business and legal skills to our board of directors. Ms. Chase has extensive experience promoting diversity, inclusion and philanthropic efforts as a television and motion picture producer and as chair of the diversity and inclusion committee at the New York City Ballet. Ms. Chase’s business experience and philanthropic interests enable her to provide the board with fresh ideas and valuable perspectives.

  8. Director Nominees

    Kenneth C. “Casey” Keller, 62, President, Chief Executive Officer and Director: Casey Keller has been our President and Chief Executive Officer and a director since June 2021. Prior to that, Mr. Keller served from January 2020 to September 2020 as president and chief executive officer of JDE Peet’s NV, a $7 billion global coffee and tea company with over 20,000 employees based in Amsterdam, The Netherlands. Mr. Keller led the merger of Jacobs Douwe Egberts (JDE) and Peet’s Coffee, Inc. in December 2019 and the successful initial public offering of the combined company in May 2020. Prior to the merger, Mr. Keller was the president and chief executive officer of Peet’s Coffee, a premium specialty coffee company based in California, from August 2018 to December 2019. Prior to joining Peet’s Coffee, Mr. Keller served as global president of the Wm. Wrigley Jr. Company, a subsidiary of Mars, Inc. He joined Wrigley in 2011 as president of Wrigley North America and later assumed responsibility for Wrigley Americas. Mr. Keller served as president of Alberto Culver USA from 2008 until the company’s acquisition by Unilever in 2011. He also worked at the H.J. Heinz Company in both the United States and Europe, leading the ketchup, condiments and sauces division in the United States and was the chief executive officer of Heinz Italy. Mr. Keller began his consumer goods career with Procter & Gamble. From October 2017 until August 2018, Mr. Keller served as a director of Cott Corporation and as a member of its audit committee. Mr. Keller has many years of experience as a chief executive officer and as a senior executive officer in the food industry. Mr. Keller brings key senior management, leadership, financial, operational and strategic planning experience to our board of directors. Mr. Keller also has a strong background in mergers & acquisitions. Charles F. Marcy, 73, Director: Charles “Chuck” F. Marcy has been a director since 2010. Since 2015, Mr. Marcy has been a principal with Chuck Marcy Consulting, specializing in strategic and marketing consulting to companies in the natural and organic products businesses. From May 2013 through March 2015, Mr. Marcy served as the chief executive officer of Turtle Mountain LLC, the owner of the So Delicious Dairy Free brand. Since January 2018, Mr. Marcy has been a member of the board of directors of Maple Hill Creamery, LLC. From December 2013 to January 2023, Mr. Marcy was a member of the board of directors of Farmer Bros. Co. (NASDAQ: FARM), most recently serving as a member of the nominating and governance committee and as chair of the compensation committee. From January 2017 to November 2022, Mr. Marcy was a member of the board of directors of Teton Waters Ranch LLC, most recently serving as a member of the compensation committee and chair of the board. From 2010 until 2013, Mr. Marcy was a principal with Marcy & Partners, Inc., where he provided strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings (HFH), a holding company for branded “better-for-you” foods from 2005 through April 2010. Under Mr. Marcy’s guidance, HFH’s portfolio included Breyers Yogurt, YoCrunch Yogurt and Van’s International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2004. Mr. Marcy also previously served as President and Chief Executive Officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998, then a publicly traded company listed on the NASDAQ. From 1993 to 1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods. Mr. Marcy has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods marketing and has significant experience with organic foods. Robert D. Mills, 51, Director. Robert Mills has been a director since March 2018. Since 2005, Mr. Mills has served as a senior technology and digital executive for a number of public companies. Mr. Mills currently serves as Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer for Tractor Supply Company (NASDAQ: TSCO), a position he has held since August 2018. In his current role at Tractor Supply Company, Mr. Mills is responsible for setting the technology direction for the entire company including cybersecurity and privacy practices, providing leadership for all digital operations and facilitating the long term strategic direction, which includes M&A activity for the organization. Mr. Mills served as Senior Vice President, Chief Information and Strategy Officer of Tractor Supply Company from 2014 to August 2018. Prior to that, Mr. Mills was the chief information officer of Ulta Beauty Inc. (NASDAQ: ULTA) from 2011 to 2014 and vice president, online chief information officer of Sears Holding Corp. (NASDAQ: SHLD) from 2005 to 2011. Since May 2022, Mr. Mills has been a member of the board of directors, and currently serves as a member of the audit and technology committee, of RealTruck, Inc., a privately held manufacturer and online retailer of aftermarket truck parts and accessories. He was the Chairman Emeritus for the National Retail Federation Chief Information Council from 2020 to 2021. Mr. Mills has many years of experience as a senior information technology executive. Mr. Mills brings key senior management, leadership, information technology, cybersecurity, digital operations and strategic planning experience to our board of directors.

  9. Director Nominees

    Dennis M. Mullen, 70, Director: Dennis Mullen has been a director since 2006. Mr. Mullen is a founder and has been a partner with The Mullen Group, LLC since its formation in 2011. The Mullen Group provides strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State’s primary economic development agency. During that time he also served as a Commissioner of New York State’s Department of Economic Development. From September 2008 to June 2009, Mr. Mullen served as Upstate President of the Empire State Development Corporation, where he oversaw the upstate operations of the agency. From 2005 through August 2008, Mr. Mullen served as President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior to that, Mr. Mullen was President and Chief Executive Officer of Birds Eye Foods, Inc., a leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of Birds Eye Foods from 1996 to 2005, serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related entities. Prior to employment with Birds Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board of directors of Foster Farms, a leading poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association. Mr. Mullen has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Mullen brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Cheryl M. Palmer, 66, Director: Cheryl Palmer has been a director since 2010. Ms. Palmer is a founder and has been the President of Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, and how to leverage new customer and channel strategies, since its formation in 2011. Prior to that, Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, a privately held company, which operates full-service hotels for member organizations in prime, major metropolitan downtown city locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006 where she led retail operations for 350 stores ($1.5B sales) and a team of 11,000 associates. Prior to that Ms. Palmer served in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as Senior Vice President, Strategic Marketing (CMO/CSO) of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott’s North America and Schweppes USA divisions of Cadbury Beverages, Inc. Ms. Palmer has many years of experience as a senior executive officer in the food industry. Ms. Palmer brings key senior management, leadership, financial and strategic planning, corporate governance and executive compensation experience to our board of directors. Ms. Palmer also has a strong background in brand marketing. Ms. Palmer’s retail food industry experience brings an added perspective to the board. Alfred Poe, 75, Director: Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. From December 2020 until January 2024, Mr. Poe was a member of the board of directors of Farmer Bros. Co. (NASDAQ: FARM), most recently serving as a member of the technology, nominating and governance and compensation committees. Mr. Poe was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell’s Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell’s Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe previously served on the board of directors of Centerplate, Inc. (AMEX), Polaroid Corporation (NYSE) and State Street Bank (NYSE). Mr. Poe has many years of experience as a chief executive officer and senior executive officer in the packaged foods and food service industries. He has also served on the boards of directors of other public companies. In addition to bringing industry experience, Mr. Poe brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. David L. Wenner, 74, Director: David Wenner has been a director since August 1997. Mr. Wenner served as our President and Chief Executive Officer from March 1993 through December 2014 and as our Interim President and Chief Executive Officer from November 2020 to June 2021. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President and assumed responsibility for all company manufacturing operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has been active in industry trade groups and has served on the Chairman’s Advisory Council of the Grocery Manufacturers Association. Having served as our President and Chief Executive Officer for 22 years, Mr. Wenner brings to our board an extraordinary understanding of our company’s business, history and organization. Mr. Wenner’s training as an engineer at the U.S. Naval Academy and prior experience in senior leadership positions overseeing manufacturing, maintenance and purchasing operations at B&G Foods and Johnson & Johnson, together with his many years of day-to-day leadership and intimate knowledge of our business and operations, provide the board with invaluable insight into the operations of our company. Mr. Wenner also provides strong insight and guidance regarding potential acquisitions and acquisition financing as under his leadership as President and Chief Executive Officer, B&G Foods successfully acquired and integrated dozens of brands into our company’s operations.

  10. Peer Group Surveys

    Peer Group Surveys Our compensation committee does not use surveys of compensation paid to similar executives in order to determine annual and long-term compensation for our named executive officers. However, in light of the compensation objectives described above, the compensation committee does annually review peer group surveys as an independent measure to ensure that the compensation being set is fair, reasonable and competitive. During fiscal 2022, the compensation committee engaged Meridian Compensation Partners, an independent executive compensation consulting firm, to prepare a peer group compensation survey based upon publicly available information prior to setting fiscal 2023 compensation for our executive officers. Meridian’s services to B&G Foods are limited to advising the compensation committee with respect to executive officer and non-employee director compensation. The compensation committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian’s independence, the compensation committee reviewed numerous factors relating to Meridian and the individuals actually providing services to B&G Foods, including those required by the SEC and the New York Stock Exchange. Based on a review of these factors, the compensation committee has determined that Meridian is independent and that Meridian’s engagement presents no conflicts of interest. The peer group evaluated during fiscal 2022 included the companies listed below. Meridian used statistical regression to adjust peer group compensation data based on our company’s net sales relative to the peer group. This regression analysis allowed us to predict the levels of compensation these peer group companies would pay if they were B&G Foods’ size.

  11. Peer Group Surveys

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

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

    Performance-Based Awards and Long-Term Incentive Equity Awards In order to align the interests of our stockholders with our compensation plans, we tie significant portions of our named executive officers’ compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and long-term incentive equity awards. The compensation committee’s philosophy is that if our performance exceeds our internal targets and budgets, named executive officers can expect the level of their compensation to reflect that achievement. On the other hand, if our financial performance falls below these expectations, our approach is that named executive officers can expect their compensation to be adversely affected. Financial performance targets for a given year are determined by the compensation committee based upon recommendations from and discussions with management, a review of current economic conditions and recent acquisition activity. Factors used by the compensation committee in setting financial performance targets include, among others, the following: • reasonable growth expectations taking into account a variety of circumstances faced by our company, including, in the case of our three-year targets, acquisition growth expectations over the three-year performance period; market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and prior fiscal year financial performance. For the purpose of determining whether financial performance objectives have been achieved, the extent to which the impact of acquisitions and divestitures is included in the calculations is subject to compensation committee approval. After the compensation committee reviews the final full year financial results of our company, the compensation committee approves performance-based awards for completed performance periods. Performance-based awards are generally paid in cash or stock, as applicable, in February or March. Certain of the financial metrics used for our short- and long-term performance-based awards, including adjusted EBITDA, excess cash, return on invested capital (ROIC), net working capital and business unit product contribution, are not terms defined under U.S. generally accepted accounting principles (GAAP). Non-GAAP financial measures are numerical measures of financial performance that exclude or include amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Our company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

  13. Annual Bonus Plan

    Annual Bonus Plan The compensation committee believes that a portion of a named executive officer’s compensation should be tied to the achievement of the company’s and, if applicable, such named executive officer’s business unit’s performance goals in the form of an annual non-equity incentive cash bonus, in order to reward performance and overall company and business unit success. Named executive officers generally must be employed on the last day of a plan year to receive an annual bonus award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the executive’s promotion, demotion, death or retirement. The amount of the annual award each named executive officer was eligible to receive for fiscal 2023 was based upon a percentage of the named executive officer’s base salary, with such percentage varying depending upon the level of achievement of applicable performance objectives as compared to threshold, target and maximum performance objectives as set forth in the table below.

  14. Annual Bonus Plan

    | | 2023 Annual Bonus Award as a Percentage of Base Salary | | | | Name | Threshold | Target | Maximum | | Kenneth C. Keller | 25.0% | 100.0% | 200.0% | | Bruce C. Wacha | 17.5% | 70.0% | 140.0% | | Scott E. Lerner | 15.0% | 60.0% | 120.0% | | Jordan E. Greenberg | 15.0% | 60.0% | 120.0% | | Ellen M. Schum | 15.0% | 60.0% | 120.0% |

  15. Annual Bonus Plan

    Performance Metrics for the 2023 Annual Bonus Plan. The performance metrics and the weighting of those performance metrics for the 2023 annual bonus plan for each of our named executive officers are set forth in the table below.

  16. Annual Bonus Plan

    | | Kenneth C. Keller | | Bruce C. Wacha | | Scott E. Lerner | | Jordan E. Greenberg | | Ellen M. Schum | | | | Metric | Weight | Metric | Weight | Metric | Weight | Metric | Weight | Metric | Weight | | Corporate Metrics | | | | | | | | | | | | Adjusted EBITDA | ✓ | 50% | ✓ | 50% | ✓ | 50% | ✓ | 15% | ✓ | 15% | | Net Sales | ✓ | 30% | ✓ | 30% | ✓ | 30% | ✓ | 9% | ✓ | 9% | | Net Working Capital | ✓ | 20% | ✓ | 20% | ✓ | 20% | ✓ | 6% | ✓ | 6% | | | | 100% | | 100% | | 100% | | 30% | | 30% | | Business Unit (BU) Metrics | | | | | | | | | | | | BU Product Contribution | | | | | | | ✓ | 35% | ✓ | 35% | | BU Net Sales | | | | | | | ✓ | 21% | ✓ | 21% | | BU Inventory | | | | | | | ✓ | 14% | ✓ | 14% | | | | | | | | | | 70% | | 70% |

  17. Annual Bonus Plan

    Historically, the compensation committee has chosen adjusted EBITDA (which we define as net income (loss) before net interest expense, income taxes, depreciation and amortization (EBITDA), as adjusted for certain other items described in our quarterly and annual SEC filings) as the target performance objective for the payment of awards under our annual bonus plan. The compensation committee selected adjusted EBITDA as the relevant company goal because the compensation committee believes that adjusted EBITDA growth most closely reflects operating performance and is consistent with the overall goals and long-term strategic direction that the board of directors has set for our company. Further, adjusted EBITDA growth is closely related to or reflective of our company’s financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry. As set forth in the table above, our compensation committee added two additional performance metrics for corporate participants (net sales and net working capital) and three additional metrics for business unit participants (business unit product contribution, business unit net sales and business unit inventory). The additional corporate metrics are designed to provide more balance and ensure that management also focuses on net sales growth and working capital management. In light of our ongoing transition to a business unit structure, our compensation committee wants to ensure that business unit participants are incented to focus on both company-wide financial performance and individual business unit financial performance. Performance Objectives for the 2023 Annual Bonus Plan. The performance metrics and objectives, the weighting of the performance metrics, and actual performance and payout percentages for each of the named executive officers for the 2023 annual bonus plan are set forth in the tables below. Corporate Objectives

  18. Annual Bonus Plan

    | Metric | Threshold | Target | Maximum | Weight | Actual | Achieved Relative to Target | | Adjusted EBITDA | $288,352,141 | $313,426,241 | $329,097,553 | 50% | $317,994,625 | 129.2% | | Net Sales | $2,014,413,002 | $2,120,434,739 | $2,226,456,476 | 30% | $2,062,313,106 | 58.9% | | Net Working Capital | $692,588,159 | $659,607,770 | $626,627,382 | 20% | $588,216,695 | 200.0% | | | | | | | | Weighted | | | | | | | | 122.2% |

  19. Annual Bonus Plan

    Business Unit Specific Objectives—Spices & Flavor Solutions

  20. Annual Bonus Plan

    | Metric | Threshold | Target | Maximum | Weight | Actual | Payout as a % of Target | | BU Product Contribution | $105,526,894 | $114,703,145 | $120,438,302 | 50% | $117,317,509 | 145.6% | | BU Net Sales | $378,290,000 | $398,200,000 | $418,110,000 | 30% | $388,809,613 | 64.6% | | BU Inventory | $107,310,000 | $102,200,000 | $97,090,000 | 20% | $87,782,403 | 200.0% | | | | | | | | Weighted | | | | | | | | 132.2% |

  21. Annual Bonus Plan

    Business Unit Specific Objectives—Specialty

  22. Annual Bonus Plan

    | Metric | Threshold | Target | Maximum | Weight | Actual | Payout as a % of Target | | BU Product Contribution | $129,399,227 | $140,651,334 | $147,683,900 | 50% | $165,306,713 | 200.0% | | BU Net Sales | $672,828,138 | $708,240,145 | $743,652,152 | 30% | $722,359,996 | 139.9% | | BU Inventory | $191,918,220 | $182,779,257 | $173,640,294 | 20% | $151,811,383 | 200.0% | | | | | | | | Weighted | | | | | | | | 182.0% |

  23. Annual Bonus Plan

    Note: Pursuant to the 2023 annual bonus plan, adjusted EBITDA and business unit product contribution objectives are after giving effect to accruals for 2023 annual bonus plan payments and accruals for long-term incentive awards and other stock-based compensation. For purposes of the 2023 annual bonus plan, net working capital is defined as inventory plus accounts receivables less accounts payables. Pursuant to the 2023 annual bonus plan, applicable objectives were adjusted for the Green Giant U.S. shelf-stable divestiture that closed during the year. All applicable targets for divestitures were adjusted at 100% of forecast for the period between the closing date and end of the year. Pursuant to the 2023 annual bonus plan, corporate and specialty net sales, net working capital and inventory objectives were adjusted upwards and downwards based upon the input cost of pricing of oil for Crisco (net sales and net working capital/ inventory were adjusted in opposite directions). The business unit product contribution objectives were also adjusted for share-based compensation expense (which was inadvertently not factored into the original business unit product contribution objectives). The business unit inventory objectives were adjusted to correct inventory allocations in the original objectives; such adjustments did not impact inventory used in the corporate net working capital objective. Based upon the achievement of the performance objectives as set forth above and as reflected in the non-equity incentive plan compensation column in the summary compensation table below, the named executive officers received annual bonus award payments as a percentage of target under the annual bonus plan for fiscal 2023 as set forth below.

  24. Annual Bonus Plan

    | | Corporate Objective Achieved as a % of Target | Business Unit Objective Achieved as a % of Target | Annual Bonus Award Payment as a % of Target | | Kenneth C. Keller | 122.2% | N/A | 122.2% | | Bruce C. Wacha | 122.2% | N/A | 122.2% | | Scott E. Lerner | 122.2% | N/A | 122.2% | | Jordan E. Greenberg | 122.2% | 132.2% | 129.2% | | Ellen M. Schum | 122.2% | 182.0% | 164.1% |

  25. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation program is designed to promote a balanced focus on driving performance, retaining talent and aligning the interests of our executives with those of our other stockholders. The Omnibus Plan authorizes the grant of performance share awards, restricted stock, unrestricted stock, options, stock appreciation rights, deferred stock, stock units and cash-based awards to employees, non-employee directors and consultants. For grants made in 2023, our long-term incentive compensation program was comprised of performance share long-term incentive awards and restricted stock, with 50% (at target) representing performance shares and 50% representing restricted stock. Subject to adjustment as provided in the plan, the total number of shares of common stock available for awards under the plan is 9,500,000. As of March 27, 2024, 4,015,371 shares of common stock have been issued under the plan since it was originally adopted in 2008 and 5,005,731 shares remain available for issuance. Performance Share Awards. Beginning in 2008, our compensation committee has made annual grants of performance share LTIAs to our named executive officers and certain other members of senior management. The performance share LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The performance share LTIAs currently have three-year cumulative performance periods. The awards are settled in shares of common stock based upon our performance over the applicable performance period. The performance share LTIAs each have a threshold, target and maximum payout for each performance metric. If our performance meets or exceeds the performance threshold for a performance metric, then a varying amount of shares from the threshold amount (50% of the target number of shares) up to the maximum amount (233.333% of the target number of shares for the 2021 to 2023 performance share LTIAs and 2022 to 2024 performance share LTIAs and 300.000% for the 2023 to 2025 performance share LTIAs) for that metric may be earned. No shares are earned with respect to a performance metric if the performance threshold for that measure is not met. The compensation committee believes that the performance share LTIAs align the interests of our named executive officers with the interests of our stockholders because the number of shares earned is tied to the achievement of the company’s long-term financial goals. In addition, the potential value of those shares if and when issued at the end of the performance period will depend on the price of our common stock at the end of the performance period. The number of shares that may be earned by each executive officer and senior manager is based upon a percentage of his or her base salary. For the 2023 to 2025 performance share LTIAs granted to each of our named executive officers in 2023, the grant date fair market value of the number of shares that may be earned upon satisfaction of the threshold, target and maximum performance objectives are equal to the following percentages of annualized base salary (based upon a thirty-day average of the closing price of our common stock):

  26. Long-Term Incentive Compensation

    | | 2023 to 2025 Performance Share LTIAs as a Percentage of Base Salary Based upon 30-day Grant Date FMV | | | | Name | Threshold | Target | Maximum | | Kenneth C. Keller | 66.25% | 132.50% | 397.50% | | Bruce C. Wacha | 22.50% | 45.00% | 135.00% | | Scott E. Lerner | 22.50% | 45.00% | 135.00% | | Jordan E. Greenberg | 22.50% | 45.00% | 135.00% | | Ellen M. Schum | 22.50% | 45.00% | 135.00% |

  27. Long-Term Incentive Compensation

    Because the number of shares that may be earned by each participant from threshold to maximum is determined at the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants. For example, for the 2023 to 2025 LTIA performance period, it was intended that our chief executive officer would receive an award at the end of the three-year performance period with a value equal to 132.5% of his base salary as of the beginning of the performance period if we meet our target performance objectives for the three-year performance period. However, if over the three-year performance period we meet the performance objectives at the target level but our stock price decreases by 50% over that three-year period, the value of the award would decrease by 50% as compared to the grant date value. Likewise, if over that three-year performance period we meet the performance objectives at the target level but our stock price increases by 50% over that three-year period, the value of the award would increase by 50% as compared to the grant date value. Shares of common stock in respect of performance share LTIAs are issued in February or March following the end of the three-year performance period, in each case subject to the performance goals for the applicable performance period being certified by our compensation committee as having been achieved. In general, for performance share LTIAs each participant must remain an employee of B&G Foods until the end of the applicable performance period in order to be entitled to any payment pursuant to performance share LTIAs, except that in the case of separation from service due to termination without cause, retirement at age 55 or older with 10 years of service, retirement at age 62 or older, or death or disability, then after the performance period, the participant (or in the event of death, his or her estate) will be entitled to a pro rata portion of the number of performance shares, if any, the participant would have received had the participant remained employed until the end of the performance period. The pro rata portion will be based on the number of full months in the performance period during which the participant was employed as compared to the total number of months in the performance period. In the case of a change of control (as defined in the Omnibus Plan) during a performance period, the performance share LTIAs will terminate. However, upon the change in control, participants will be entitled to receive a pro rata portion of the shares of common stock with respect to the target number of shares covered by the performance share LTIAs without regard to the extent to which the performance conditions have been satisfied. The pro rata portion will be based upon the number of full months in the applicable performance period preceding the change in control as compared to the number of months in the performance period. Performance Objectives for the Performance Share Awards with the Performance Period Ending in Fiscal 2023. Fiscal 2023 was the third and final year of the 2021 to 2023 performance share LTIA performance period. The performance metric for 2021 to 2023 performance share LTIAs was cumulative excess cash (as defined below) for fiscal 2021 to 2023. Historically, our compensation committee has chosen “excess cash” as the measure for determining performance share long-term incentive awards under the Omnibus Plan. Excess cash is calculated as adjusted EBITDA before taking into account accruals for any long-term equity incentive awards and other stock-based compensation, minus the sum of cash interest payments, cash income tax payments (excluding cash income tax payments for extraordinary gains not included in adjusted EBITDA), capital expenditures, dividends paid and payments for tax withholding on behalf of employees for net share withholding. Excess cash as we define it for purposes of our incentive awards differs from the definition of the term in our financing agreements because, as used for purposes of our incentive awards, excess cash is reduced by the amount of dividends we pay but excludes the impact of certain debt repayments, stock repurchases and cash income tax payments resulting from extraordinary gains not included in adjusted EBITDA. We believe that excess cash is an important measure in analyzing our liquidity, including our ability to continue returning dividends to our stockholders, and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows. For purposes of the excess cash calculation, the compensation committee defines “dividends paid” in a manner to effectively eliminate any positive or negative effect of any increases or decreases in the dividend rate from the dividend rate in effect at the time the excess cash performance goal is set. The compensation committee believes that the achievement of the excess cash performance goals should not be made harder for management to achieve in the event the board of directors decides to increase the current dividend rate and likewise should not be made easier for management to achieve in the event the board of directors decides to reduce the current dividend rate. As reflected in the table below, actual cumulative excess cash for fiscal 2021 to 2023 was below the threshold. As a result, no shares of common stock were earned under the 2021 to 2023 performance share LTIAs.

  28. Long-Term Incentive Compensation

    | | Performance Period | Excess Cash Objective | | | Excess Cash Achieved | Awards Earned Relative to Target | | | | Threshold | Target | Maximum | | | | 2021 to 2023 PS LTIAs | Fiscal 2021 to 2023 | $244,099,800 | $271,222,000 | $325,466,400 | $78,083,000 | 0.0% |

  29. Long-Term Incentive Compensation

    Performance Objectives for the Performance Share Awards Granted in Fiscal 2023. For the 2023 to 2025 performance share LTIAs granted in fiscal 2023, the performance objectives for each of the named executive officers include the company-wide metrics of excess cash and return on invested capital (ROI) during the fiscal 2023 to fiscal 2025 performance period. For the 2023 to 2025 performance share LTIAs granted in March 2023, “dividends paid” for purposes of the excess cash performance goal was defined in a manner to eliminate the negative effect of any dividends paid on any of the then remaining 950,952 shares of common stock available for issuance pursuant to our company’s at-the-market (ATM) equity offering program because had those shares already been issued at the time of grant, they would have been factored into the projected dividends paid used to set the excess cash target. For Mr. Greenberg and Ms. Schum, the performance objectives for their 2023 to 2025 performance share LTIAs also include business unit product contribution for the three-year performance period for their respective business units.

  30. Long-Term Incentive Compensation

    | | 2023 to 2025 Performance Share LTIAs | | | | | | | | | | | | Kenneth C. Keller | | Bruce C. Wacha | | Scott E. Lerner | | Jordan E. Greenberg | | Ellen M. Schum | | | | Metric | Weight | Metric | Weight | Metric | Weight | Metric | Weight | Metric | Weight | | Corporate Metrics | | | | | | | | | | | | Excess Cash | ✓ | 50% | ✓ | 50% | ✓ | 50% | ✓ | 25% | ✓ | 25% | | Return on Invested Capital (ROI) | ✓ | 50% | ✓ | 50% | ✓ | 50% | ✓ | 25% | ✓ | 25% | | | | 100% | | 100% | | 100% | | 50% | | 50% | | Business Unit Metrics | | | | | | | | | | | | Business Unit Product Contribution | | | | | | | ✓ | 50% | ✓ | 50% | | | | | | | | | | 50% | | 50% |

  31. Long-Term Incentive Compensation

    Annual Restricted Stock Grant. Beginning in 2020, our compensation committee has made annual awards of restricted stock to our named executive officers and certain other members of senior management. The shares of restricted stock are shares of common stock that vest in three equal one-third installments over a three-year period, subject to cancellation or acceleration as provided in the individual restricted stock award agreements. Annual restricted stock grants are made in March. The number of shares of restricted stock awarded to each named executive officer and senior manager is based upon the grant date fair value of the shares (based upon a thirty-day average of the closing price of our common stock) as a percentage of his or her base salary. The following table sets forth the 2023 restricted stock grant for each of the named executive officers as a percentage of base salary based upon the grant date fair value of the shares (based upon a thirty-day average of the closing price of our common stock):

  32. Long-Term Incentive Compensation

    | Name | 2023 Restricted Stock Grant as a Percentage of Base Salary Based upon 30-day Average Grant Date FMV | | Kenneth C. Keller | 132.5% | | Bruce C. Wacha | 45.0% | | Scott E. Lerner | 45.0% | | Jordan E. Greenberg | 45.0% | | Ellen M. Schum | 45.0% |

  33. Long-Term Incentive Compensation

    Special Stock Option Grant for CEO. On January 31, 2023, the compensation committee of our board of directors approved a one-time special award of three grants of stock options to Mr. Keller. The three grants of stock options have exercise prices as follows: 252,000 options have an exercise price of $14.02 per share, the grant date closing price of our common stock; 273,000 options have an exercise price of $19.63 per share, which equals 140% of the grant date closing price of our common stock; and 375,000 options have an exercise price of $25.24 per share, which equals 180% of the grant date closing price of our common stock. Subject to the terms of the stock option agreements, one-third of each grant will vest on each of January 31, 2026, January 31, 2027 and January 31, 2028; subject in each case to pro rata accelerated vesting in the case of death or disability occurring at least one year after the grant date; provided that Mr. Keller has been continuously employed by B&G Foods from the grant date until the date of such death or disability. The compensation committee decided to grant the one-time special award based on its desire to further align Mr. Keller’s compensation with significant improvements in the value of our company and further align Mr. Keller’s compensation with the interests of our company’s stockholders. As of the date of this proxy statement, all of these stock options are currently out-of-the-money and will not have any value unless Mr. Keller remains with our company during the vesting period and our stock price increases over time above the $14.02, $19.63 and $25.24 exercise prices creating substantial stockholder value.

  34. Executive Severance and Change in Control Severance Benefits

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

  35. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal 2023, 2022 and 2021 paid to our named executive officers.

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(2) | Stock Awards(3) | Non- Equity Incentive Plan Compen- sation(4) | Option Awards(5) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) | All Other Compen- sation(7) | Total | | Kenneth C. Keller(1) Chief Executive Officer | 2023 | $1,132,000 | $— | $3,002,986 | $1,383,304 | $2,412,289 | $— | $28,060 | $7,958,638 | | | 2022 | $1,081,500 | $— | $1,304,964 | $— | $— | $— | $26,810 | $2,413,274 | | | 2021 | $565,385 | $579,808 | $3,249,055 | $— | $1,500,001 | $— | $146,545 | $6,040,794 | | Bruce C. Wacha Executive Vice President of Finance and Chief Financial Officer | 2023 | $540,710 | $— | $487,136 | $462,523 | $— | $39,653 | $21,460 | $1,551,482 | | | 2022 | $514,962 | $— | $331,375 | $— | $— | $— | $20,710 | $867,047 | | | 2021 | $481,273 | $69,303 | $347,343 | $— | $— | $20,989 | $20,260 | $939,168 | | Scott E. Lerner General Counsel, Secretary and Chief Compliance Officer | 2023 | $543,734 | $— | $489,866 | $398,666 | $— | $70,802 | $21,460 | $1,524,528 | | | 2022 | $525,347 | $— | $338,081 | $— | $— | $— | $20,710 | $884,138 | | | 2021 | $510,046 | $71,916 | $368,101 | $— | $— | $13,553 | $20,260 | $983,876 | | Jordan E. Greenberg Executive Vice President and President of Spices & Flavor Solutions | 2023 | $437,750 | $— | $394,382 | $339,344 | $— | $105,387 | $21,460 | $1,298,323 | | | 2022 | $415,641 | $— | $263,036 | $— | $— | $— | $20,710 | $699,387 | | | 2021 | $396,872 | $55,959 | $286,399 | $— | $— | $21,263 | $20,260 | $780,753 | | Ellen M. Schum Executive Vice President and President of Specialty | 2023 | $446,250 | $— | $402,038 | $439,378 | $— | $49,082 | $21,460 | $1,358,208 | | | 2022 | $415,641 | $— | $263,036 | $— | $— | $— | $20,710 | $699,387 |

  37. Summary Compensation Table

    (1) Mr. Keller was appointed as President and Chief Executive Officer on June 14, 2021. Salary for 2021 reflects the pro-rated portion of his annual base salary. (2) For 2021, reflects special bonus awards approved in February 2022 and paid in March 2022 to our executive officers and all other participants in our annual bonus plan to recognize their significant contributions to manage our business through unprecedented challenges and difficulties in the industry. The surge of the Omicron variant in the fourth quarter caused widespread labor shortages across the supply chain, negatively impacting our manufacturing and shipping operations as well as our customers’ ability to receive shipments and as a result, our 2021 adjusted EBITDA was slightly below “threshold” under our 2021 annual bonus plan. The special bonus awards were paid to participants, including the named executive officers (other than Mr. Keller) in an amount equivalent to the “threshold” level under our annual bonus plan. Consistent with Mr. Keller’s employment agreement and its provisions regarding his first annual bonus, Mr. Keller received a special bonus award equivalent to his “target” bonus under the 2021 annual bonus plan, with the bonus being pro-rated to reflect the period of time Mr. Keller served as our President and Chief Executive Officer during fiscal 2021. (3) The “stock awards” column sets forth, for a given year, (a) the aggregate grant date fair value of performance share LTIAs granted in that year reduced by the present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period), and (b) the aggregate grant date fair value of restricted stock, if any, granted in that year, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 based upon, in the case of the performance share LTIAs, the probable outcome (as of the grant date) of the applicable performance conditions (i.e., the “target” value). The amounts reported in the “stock awards” column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and estimate of aggregate compensation expense is set forth in Note 15 of the notes to our consolidated financial statements in our 2023 annual report. As discussed, above, the amounts set forth in the “stock awards” column assume that performance share LTIAs will be earned at “target.” The table below provides the value of the awards at date of grant (calculated in accordance with FASB ASC Topic 718 as set forth above), assuming that threshold, target and maximum performance goals were met. The table also sets forth the value of the restricted stock awards (calculated in accordance with FASB ASC Topic 718 as set forth above) reflected in the “stock awards” column.

  38. Summary Compensation Table

    | | | FASB ASC Topic 718 Values | | | | | | | Performance Share LTIAs | | | Restricted Stock | | Name | Year | Threshold | Target | Maximum | | | Kenneth C. Keller | 2023 | $692,874 | $1,385,747 | $4,157,242 | $1,617,238 | | | 2022 | $460,788 | $921,575 | $2,150,320 | $383,389 | | | 2021 | $1,503,120 | $3,006,272 | $7,014,605 | $242,783 | | Bruce C. Wacha | 2023 | $112,389 | $224,792 | $674,376 | $262,344 | | | 2022 | $117,009 | $234,018 | $546,034 | $97,358 | | | 2021 | $122,637 | $247,453 | $577,382 | $99,890 | | Scott E. Lerner | 2023 | $113,026 | $226,052 | $678,156 | $263,814 | | | 2022 | $119,366 | $238,755 | $557,080 | $99,326 | | | 2021 | $131,111 | $262,248 | $611,894 | $105,852 | | Jordan E. Greenberg | 2023 | $90,995 | $181,990 | $545,970 | $212,392 | | | 2022 | $92,887 | $185,773 | $433,456 | $77,263 | | | 2021 | $102,005 | $204,037 | $476,076 | $82,362 | | Ellen M. Schum | 2023 | $92,762 | $185,523 | $556,570 | $216,515 | | | 2022 | $92,887 | $185,773 | $433,456 | $77,263 |

  39. Summary Compensation Table

    The amounts listed in the “stock awards” column and in this footnote do not reflect the value of common stock actually received by the named executive officers, whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named executive officers’ continued employment. For more details on performance share LTIA and restricted stock grants in 2023, see the Grants of Plan-Based Awards in Fiscal 2023 table below. Additional information regarding performance share LTIAs granted in 2022 and 2023 and restricted stock granted in 2021, 2022 and 2023 that are still outstanding can be found in the table Outstanding Equity Awards at 2023 Fiscal-Year End table below. (4) The amounts shown in this column represent payments made under annual bonus plans. Annual bonuses listed in this column as being earned in 2023 were paid in March 2024. No awards under our annual bonus plan were earned by the named executive officers for fiscal 2022 or 2021. (5) For 2021 and 2023, the “option awards” column sets forth the aggregate grant date fair value of the stock option awards granted in that year, calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the aggregate grant date fair value is set forth in Note 15 of the notes to our consolidated financial statements in our 2023 annual report. None of the named executive officers received stock option awards in 2022. (6) Represents the aggregate change in pension value of the named executive officer’s accumulated benefit under our defined benefit pension plan. In accordance with SEC rules, negative amounts have been reported as zero in this table. During fiscal 2022, negative amounts for Mr. Wacha, Mr. Lerner, Mr. Greenberg and Ms. Schum were $21,546, $168,644, $205,819 and $6,369, respectively. See the pension benefits table on page 51 for additional information, including the present value assumptions used in this calculation. We do not have any non-qualified deferred compensation plans. (7) The following table describes each component of the “all other compensation” column. In accordance with SEC rules, the compensation in the table omits information regarding plans or arrangements such as group life, health, hospitalization and medical reimbursement plans that do not discriminate in scope, terms or operation, in favor of executive officers or directors of B&G Foods and that are available generally to all salaried employees.

  40. Summary Compensation Table

    | Name | Year | Matching Contributions to 401(k) Plan | Automobile Allowance(A) | Cell Phone Allowance(A) | Relocation, Temporary Living and Travel Allowances | Total | | Kenneth C.. Keller | 2023 | $16,500 | $10,000 | $1,560 | $— | $28,060 | | | 2022 | $15,250 | $10,000 | $1,560 | $— | $26,810 | | | 2021 | $14,500 | $5,385 | $1,560 | $125,100 | $146,545 | | Bruce C. Wacha | 2023 | $9,900 | $10,000 | $1,560 | $— | $21,460 | | | 2022 | $9,150 | $10,000 | $1,560 | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $20,260 | | Scott E. Lerner | 2023 | $9,900 | $10,000 | $1,560 | $— | $21,460 | | | 2022 | $9,150 | $10,000 | $1,560 | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $20,260 | | Jordan E. Greenberg | 2023 | $9,900 | $10,000 | $1,560 | $— | $21,460 | | | 2022 | $9,150 | $10,000 | $1,560 | $— | $20,710 | | | 2021 | $8,700 | $10,000 | $1,560 | $— | $20,260 | | Ellen M. Schum | 2023 | $9,900 | $10,000 | $1,560 | $— | $21,460 | | | 2022 | $9,150 | $10,000 | $1,560 | $— | $20,710 |

  41. Summary Compensation Table

    (A) The amounts shown reflect unrestricted automobile and cell phone allowances that are fully taxable to the officer.

  42. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table sets forth information about non-equity and equity awards granted to the named executive officers in fiscal 2023.

  43. Grants of Plan-Based Awards in Fiscal 2023

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Securities Underlying Options (#) | Exercise or Base Price of the Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | | Kenneth C. Keller | | | | | | | | | | | | | 2023 Annual Bonus Plan(1) | N/A | N/A | $283,000 | $1,132,000 | $2,264,000 | | | | | | | | 2023 to 2025 PS LTIAs | 3/24/2023 | 3/24/2023 | | | | 53,339 | 106,678 | 320,034 | | | $1,385,747 | | Restricted Stock | 3/24/2023 | 3/24/2023 | | | | | | | 106,678 | | $1,617,238 | | Special Stock Option Award(3) | 1/31/2023 | 1/31/2023 | | | | | | | 252,000 | $14.02 | $898,254 | | Special Stock Option Award(3) | 1/31/2023 | 1/31/2023 | | | | | | | 273,000 | $19.63 | $726,235 | | Special Stock Option Award(3) | 1/31/2023 | 1/31/2023 | | | | | | | 375,000 | $25.24 | $787,800 | | Bruce C. Wacha | | | | | | | | | | | | | 2023 Annual Bonus Plan(1) | N/A | N/A | $94,624 | $378,497 | $756,994 | | | | | | | | 2023-2025 PS LTIAs | 3/24/2023 | 3/24/2023 | | | | 8,652 | 17,305 | 51,915 | | | $224,792 | | Restricted Stock | 3/24/2023 | 3/24/2023 | | | | | | | 17,305 | | $262,344 | | Scott E. Lerner | | | | | | | | | | | | | 2023 Annual Bonus Plan(1) | N/A | N/A | $81,560 | $326,240 | $652,481 | | | | | | | | 2023-2025 PS LTIAs | 3/24/2023 | 3/24/2023 | | | | 8,701 | 17,402 | 52,206 | | | $226,052 | | Restricted Stock | 3/24/2023 | 3/24/2023 | | | | | | | 17,402 | | $263,814 | | Jordan E. Greenberg | | | | | | | | | | | | | 2023 Annual Bonus Plan(1) | N/A | N/A | $65,625 | $262,500 | $525,500 | | | | | | | | 2023-2025 PS LTIAs | 3/24/2023 | 3/24/2023 | | | | 7,005 | 14,010 | 42,030 | | | $181,990 | | Restricted Stock | 3/24/2023 | 3/24/2023 | | | | | | | 14,010 | | $212,392 | | Ellen M. Schum | | | | | | | | | | | | | 2023 Annual Bonus Plan(1) | N/A | N/A | $66,938 | $267,750 | $535,500 | | | | | | | | 2023-2025 PS LTIAs | 3/24/2023 | 3/24/2023 | | | | 7,141 | 14,282 | 42,846 | | | $185,523 | | Restricted Stock | 3/24/2023 | 3/24/2023 | | | | | | | 14,282 | | $216,515 |

  44. Grants of Plan-Based Awards in Fiscal 2023

    (1) Shows the potential value of the payout for the named executive officer under our annual bonus plan for fiscal 2023 if the threshold, target or maximum performance objectives were satisfied. The potential payouts were performance-driven and therefore completely at risk. As reflected in the non-equity incentive plan compensation column and the footnote thereto in the summary compensation table, the named executive officers received between 122.2% and 164.1% of target bonus awards under the annual bonus plan for 2023 and the awards were paid to the named executive officers in March 2024. (2) The values included in this column with respect to the performance share LTIAs reflect the grant date fair value of the performance share LTIAs reduced by the present value of expected dividends using the risk-free interest-rate (as the award holders are not entitled to dividends or dividend equivalents during the vesting period) computed in accordance with FASB ASC Topic 718 based upon the probable outcome (as of the grant date) of the applicable performance conditions. The value included in this column for each restricted stock award reflects the aggregate grant date fair value of the award, regardless of when and how the award vests. The restricted stock awards vest one-third per year on each of the first three anniversaries of the grant date. The values included in this column with respect to the stock option awards reflect the grant date fair value of options calculated in accordance with FASB ASC Topic 718. The amounts reported in this column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period, in the case of performance share LTIAs, and over the vesting period, in the case of restricted stock awards and stock option awards, in each case determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the assumptions used in calculating the grant date fair value and estimate of aggregate compensation expense is set forth in Note 15 of the notes to our consolidated financial statements in our 2023 annual report. The amounts listed in this column do not reflect whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named executive officers’ continued employment. For a summary description of the special stock option awards granted to Mr. Keller in 2023, see “Long-Term Incentive Compensation—Special Stock Option Grant for CEO” in the Compensation Discussion and Analysis section of this proxy statement.

  45. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information on the outstanding equity awards held by the named executive officers as of December 30, 2023.

  46. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards(1) | | | | | | Name | Number of Securities Underlying Options that are Exercisable | Number of Securities Underlying Options that are Unexercisable | Option Exercise Price ($) | Option Grant Date | Option Vesting Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Performance Period | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Kenneth C. Keller | — | 228,882 | $34.07 | 6/14/2021 | 6/14/2024 | 6/14/2031 | | | 2022 to 2024 | 21,108(3) | $221,634 | | | — | 252,000 | $14.02 | 1/31/2023 | (2) | 1/31/2033 | | | 2023 to 2025 | 53,339(3) | $560,060 | | | — | 273,000 | $19.63 | 1/31/2023 | (2) | 1/31/2033 | 2,376(4) | $24,948 | | | | | | — | 375,000 | $25.24 | 1/31/2023 | (2) | 1/31/2033 | 9,349(7) | $98,165 | | | | | | | | | | | | 106,678(7) | $1,120,119 | | | | | Bruce C. Wacha | | | | | | | | | 2022 to 2024 | 5,360(3) | $56,280 | | | | | | | | | | | 2023 to 2025 | 8,652(3) | $90,846 | | | | | | | | | 1,022(5) | $10,731 | | | | | | | | | | | | 2,374(6) | $24,927 | | | | | | | | | | | | 17,305(7) | $181,703 | | | | | Scott E. Lerner | 43,445 | — | $30.94 | 12/11/2014 | 12/11/2017 | 12/11/2024 | | | 2022 to 2024 | 5,468(3) | $57,414 | | | 10,359 | — | $27.77 | 3/10/2015 | 3/10/2018 | 3/10/2025 | | | 2023 to 2025 | 8,701(3) | $91,361 | | | 17,214 | — | $34.00 | 3/15/2016 | 3/15/2019 | 3/15/2026 | 1,083(5) | $11,372 | | | | | | 11,920 | — | $41.60 | 3/14/2017 | 3/14/2020 | 3/14/2027 | 2,422(6) | $25,431 | | | | | | 25,608 | — | $26.80 | 3/13/2018 | 3/13/2021 | 3/13/2028 | 17,402(7) | $182,721 | | | | | Jordan E. Greenberg | 2,409 | — | $27.77 | 3/10/2015 | 3/10/2018 | 3/10/2025 | | | 2022 to 2024 | 4,255(3) | $44,678 | | | 5,272 | — | $34.00 | 3/15/2016 | 3/15/2019 | 3/15/2026 | | | 2023 to 2025 | 7,005(3) | $73,553 | | | 3,711 | — | $41.60 | 3/14/2017 | 3/14/2020 | 3/14/2027 | 844(5) | $8,862 | | | | | | 7,896 | — | $26.80 | 3/13/2018 | 3/13/2021 | 3/13/2028 | 1,884(6) | $19,782 | | | | | | | | | | | | 14,010(7) | $147,105 | | | | | Ellen M. Schum | | | | | | | | | 2022 to 2024 | 4,255(3) | $44,678 | | | | | | | | | | | 2023 to 2025 | 7,141(3) | $74,981 | | | | | | | | | 844(5) | $8,862 | | | | | | | | | | | | 1,884(6) | $19,782 | | | | | | | | | | | | 14,282(7) | $149,961 | | | |

  47. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Does not include shares of common stock for 2021 to 2023 performance shares LTIAs because the threshold performance objective was not achieved and the performance shares lapsed. Had the performance goals been satisfied shares would have been issued in March 2024 and would have been reflected below under “Option Exercises and Stock Vested in Fiscal 2023.” (2) Subject to the terms of Mr. Keller’s stock option agreements, one-third of the options vest on each of January 31, 2026, January 31, 2027 and January 31, 2028. (3) In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), reflects the number of shares of common stock each named executive officer would receive under each grant of the 2022 to 2024 and 2023 to 2025 performance shares LTIAs, assuming that the financial targets associated with the 2022 to 2024 performance share LTIAs and the 2023 to 2025 performance share LTIAs are each achieved at the threshold level (i.e., 50% of target), and the dollar value of those shares based on the closing market price of the company’s common stock of $10.50 per share on December 29, 2023 (the last business day of fiscal 2023). The awards vest at the end of the applicable performance period, subject to confirmation by the compensation committee that the applicable performance goals have been satisfied. As noted in the Compensation Discussion and Analysis section of this proxy statement, the number of shares that may be earned by each named executive officer from threshold to maximum is determined at the beginning of the performance period based upon the price of our common stock at the date of grant of the performance share LTIA. Therefore, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants. Reflects the remaining one-third of the shares of restricted stock granted on June 14, 2021 that had not yet vested, all of which will vest on June 13, 2024. Reflects the remaining one-third of the shares of restricted stock granted on March 25, 2021 that had not yet vested, all of which vested on March 25, 2024. (6) Reflects the remaining two-thirds of the shares of restricted stock granted on March 25, 2022, that had not yet vested, half of which vested on March 25, 2024 and half of which will vest on March 25, 2025. (7) Reflects shares of restricted stock granted on March 24, 2023, one-third of which vested or will vest on each of March 25, 2024, March 25, 2025 and March 25, 2026.

  48. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information on the value of stock awards that vested during fiscal 2023 for each of our named executive officers. No stock options were exercised by our named executive officers during 2023.

  49. Option Exercises and Stock Vested in Fiscal 2023

    | | | Stock Awards | | | Name | Award Type | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Kenneth C. Keller | Restricted Stock | 7,049 | $102,730 | | Bruce C. Wacha | Restricted Stock | 4,183 | $63,414 | | Scott E. Lerner | Restricted Stock | 4,467 | $67,720 | | Jordan E. Greenberg | Restricted Stock | 3,475 | $52,681 | | Ellen M. Schum | Restricted Stock | 3,475 | $52,681 |

  50. Option Exercises and Stock Vested in Fiscal 2023

    (1) Represents the gross number of shares that vested. Upon the vesting of restricted stock, a net number of shares are released after shares are withheld and canceled for tax withholding. (2) Calculated based upon the gross number of shares acquired upon vesting (without taking into account shares canceled for tax withholding) and the closing price of our common stock on the vesting date (or if not a trading day, the immediately preceding trading day).

  51. 401(k) Plan

    401(k) Plan We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 75% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($22,500 in 2023 if the participant is under age 50, and $30,000 in 2023 if the participant is age 50 or over). For those employees eligible to participate in our defined benefit pension plan described below (i.e., employees hired before January 1, 2020), we make a 50% matching contribution with respect to the participant’s elective contributions up to six percent of such participant’s compensation (provided that for fiscal 2023, matching contributions were based only on the first $330,000 of such participant’s compensation), and matching contributions become fully vested after five years of employment with the company. For those employees not eligible to participate in our defined benefit pension plan (i.e., employees hired on or after January 1, 2020, which includes Mr. Keller, who was hired on June 14, 2021), we make a 100% matching contribution with respect to the participant’s elective contributions up to five percent of such participant’s compensation (provided that for fiscal 2023, matching contributions were based only on the first $330,000 of such participant’s compensation) and matching contributions vest immediately.

  52. Pension Benefits Table

    Pension Benefits Table

  53. Pension Benefits Table

    | Name | Number of Years of Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Kenneth C. Keller(2) | — | — | — | | Bruce C. Wacha | 6 | $155,887 | — | | Scott E. Lerner | 18 | $432,185 | — | | Jordan E. Greenberg | 24 | $723,038 | — | | Ellen M. Schum | 5 | $184,364 | — |

  54. Pension Benefits Table

    (1) The present value of the accumulated benefit as of the end of fiscal 2023 for each named executive officer reflects pension benefits payable at the earliest age the named executive officer may retire without significant benefit reductions, or current age, if later. The same assumptions used in Note 12 to B&G Foods’ audited financial statements in the 2023 annual report are used in calculating the present value of accumulated pension benefits, including a discount rate of 4.81%. The present value of the accumulated benefit is also based upon post-retirement mortality rates in accordance with the PRI-2012 Mortality Tables and projected generationally with Scale MP-2021 and the single life annuity payment form (or actual elected form if in payment). (2) Mr. Keller is not eligible to participate in our defined benefit pension plan because effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to participate in the defined benefit pension plan.

  55. Pay Ratio Disclosure

    Pay Ratio Disclosure Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, require us to provide the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee of the company. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Under SEC rules, we are required to identify our median employee for purposes of providing disclosure once every three years, provided that there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in significant change in our pay ratio disclosure. We last identified our median employee in 2020. Therefore, as required under SEC rules and regulations, we identified a new median employee for fiscal 2023. To identify our median employee we used the following methodology: we collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis, as of the end of fiscal 2023; • we applied an average exchange rate to convert all international currencies into U.S. dollars; and • we used total gross wages for fiscal 2023 as our consistently applied compensation measure and annualized the compensation of permanent full-time and part-time employees who were not employed by us for the entire calendar year (but we did not annualize the compensation for temporary or seasonal employees and did not make any full-time adjustments for temporary or seasonal employees). Using this methodology, we determined that our median employee is a non-exempt, full-time hourly employee located in the United States with an annual total compensation of $47,530 for 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for our Chief Executive Officer, Mr. Keller, was $7,958,638, as reported in the summary compensation included earlier in this proxy statement. On the basis of the information set forth above, for 2023 the ratio of the annual total compensation of Mr. Keller to the annual total compensation of our median employee was estimated to be 167 to 1. The pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

  56. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure summarizes the relationship between the “compensation actually paid” (as calculated pursuant to Item 402(v)) by our company to our principal executive officer (who we refer to as our PEO or our chief executive officer) and our non-PEO named executive officers (who we refer to as our other named executive officers) and the financial performance of our company over a three-year performance period. “Compensation actually paid” does not necessarily reflect value actually realized by our chief executive officer or the other named executive officers or how our compensation committee evaluates compensation decisions in light of company or individual performance. For a discussion of how our compensation committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 31. The “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years but instead are amounts determined in accordance with Item 402(v). For example, the value of any shares of common stock that an executive actually receives in respect of performance share long-term incentive awards will ultimately depend on whether and at what level financial performance metrics are attained following the completion of the three-year performance period and the stock price at the time of issuance of the shares of common stock, if any, following vesting. Therefore, until the time of vesting, such awards remain at risk of forfeiture, reduction in the amount of shares earned and the value of the shares earned. Likewise, although “compensation actually paid” includes a value for stock options, stock options granted in a given year ultimately will not have any value unless the stock options vest over a multi-year period and stockholder value is created by our stock price increasing above the exercise prices over the long-term. “Compensation actually paid” is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term incentives, and many other factors.

  57. Pay Versus Performance Disclosure

    | | Summary Compen- sation Table Total for First PEO (Romanzi) | Summary Compen- sation Table Total for Second PEO (Wenner) | Summary Compen- sation Table Total for Third PEO (Keller) | Compen- sation Actually Paid to First PEO (Romanzi) | Compen- sation Actually Paid to Second PEO (Wenner) | Compen- sation Actually Paid to Third PEO (Keller) | Average of Summary Compen- sation Table for non- PEO NEOs | Average Compen- sation Actually Paid to non- PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | | | | | | | | | Total Shareholder Return(2) | Peer Group Total Shareholder Return(3) | Net Income (Loss)(4) | Adjusted EBITDA(5) | | | | | | | | | | | | | (in thousands) | | | 2023 | N/A | N/A | $7,958,638 | N/A | N/A | $8,250,725 | $1,433,135 | $1,452,833 | $77 | $120 | $(66,198) | $317,995 | | 2022(6) | N/A | N/A | $2,413,274 | N/A | N/A | $305,843 | $908,415 | $194,540 | $76 | $129 | $(11,370) | $300,963 | | 2021 | N/A | $1,291,748 | $6,040,794 | N/A | $1,291,748 | $2,570,942 | $891,725 | $1,053,237 | $194 | $118 | $67,363 | $357,984 | | 2020 | $5,113,323 | $370,536 | N/A | $7,652,148 | $331,452 | N/A | $1,365,266 | $2,795,471 | $165 | $105 | $131,988 | $361,247 |

  58. Pay Versus Performance Disclosure

    The named executive officers included in the table above were:

  59. Pay Versus Performance Disclosure

    | Year | Principal Executive Officers (PEO) | Non-PEO Named Executive Officers | | 2023 | Kenneth C. Keller | Bruce C. Wacha, Scott E. Lerner, Jordan E. Greenberg, Ellen M. Schum | | 2022 | Kenneth C. Keller | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg, Ellen M. Schum | | 2021 | David L. Wenner, Kenneth C. Keller | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg | | 2020 | Kenneth G. Romanzi, David L. Wenner | Bruce C. Wacha, Scott E. Lerner, Erich A. Fritz, Jordan E. Greenberg |

  60. Pay Versus Performance Disclosure

    (2) Total shareholder return assumes $100 invested on December 28, 2019, the last day of fiscal 2019, including the reinvestment of dividends. (3) The peer group used in this disclosure is the S&P Packaged Foods & Meats Index, which is the same peer group used in Part II, Item 5 of our 2023 annual report. (4) Net income (loss) as reported in our company’s consolidated statements of operations in our 2023 annual report. (5) Adjusted EBITDA was determined to be the most important financial performance measure linking “compensation actually paid” to our company’s performance for 2023 and therefore was selected as the 2023 “company selected measure” as defined in Item 402(v). Adjusted EBITDA and how it is used in our incentive programs is discussed in the Compensation Discussion and Analysis beginning on page 31. Adjusted EBITDA is a non-GAAP financial measure. Please see also the discussion within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our 2023 annual report for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures, along with the components of adjusted EBITDA. (6) For 2022, “compensation actually paid” to the Third PEO (Mr. Keller) of $129,352 as reported in last year’s proxy statement was updated to $305,843 and the average “compensation actually paid” to the non-PEO named executive officers of $224,231 was updated to $194,540 due to corrections to “Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end.” The “Adjustments” tables below and the table below under “Relationship between Compensation Actually Paid and Financial Measures” reflect the corrections made for 2022. The tables below describe the adjustments, each of which is required by SEC rules, to calculate “compensation actually paid” from the summary compensation table totals for the three PEOs and our non-PEO named executive officers.

  61. Pay Versus Performance Disclosure

    | | 2023 | 2022 | 2021 | | 2020 | | | Adjustments(1) | Third PEO (Keller) | Third PEO (Keller) | Third PEO (Keller) | Second PEO (Wenner) | Second PEO (Wenner) | First PEO (Romanzi) | | Summary Compensation Table (SCT) Total | $7,958,638 | $2,413,274 | $6,040,794 | $1,291,748 | $370,536 | $5,113,323 | | Adjustments for stock awards and option awards | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT total for the covered fiscal year | (5,415,274) | (1,304,964) | (4,749,056) | (374,997) | — | (968,641) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 5,578,530 | 156,356 | 1,272,434 | — | — | 927,702 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 33,189 | (969,997) | — | — | — | 1,599,709 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | — | 374,997 | — | 548,278 | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 24,134 | (20,093) | — | — | — | 574,201 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | (199,158) | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT total for the covered fiscal year | 71,508 | 31,266 | 6,770 | — | — | 73,860 | | Adjustments for defined benefit pension plans | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT total for the covered fiscal year | — | — | — | — | (39,084) | (57,438) | | Add: Service cost for the covered fiscal year | — | — | — | — | — | 40,312 | | Add: Prior service cost for the covered fiscal year | — | — | — | — | — | — | | “Compensation Actually Paid” | $8,250,725 | $305,843 | $2,570,942 | $1,291,748 | $331,452 | $7,652,148 |

  62. Pay Versus Performance Disclosure

    | | 2023 | 2022 | 2021 | 2020 | | Adjustments(1) | Other NEOs | Other NEOs | Other NEOs | Other NEOs | | Summary Compensation Table (SCT) Total | $1,433,135 | $908,415 | 891,725 | $1,365,266 | | Adjustments for stock awards and option awards | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT total for the covered fiscal year | (443,356) | (295,510) | (328,744) | (282,252) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 458,667 | 28,647 | 89,171 | 881,547 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (2,008) | (59,175) | 161,005 | 760,115 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | 9,993 | — | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 15,639 | (450,488) | 204,831 | 138,751 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT total for the covered fiscal year | 12,065 | 13,007 | 12,346 | 8,556 | | Adjustments for defined benefit pension plans | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT total for the covered fiscal year | (66,231) | (3,206) | (18,823) | (104,128) | | Add: Service cost for the covered fiscal year | 44,921 | 42,857 | 41,725 | 27,615 | | Add: Prior service cost for the covered fiscal year | — | — | — | — | | “Compensation Actually Paid” | $1,452,833 | $194,540 | $1,053,237 | $2,795,471 |

  63. Pay Versus Performance Disclosure

    The assumptions we used to calculate the values for restricted stock and performance share awards included in the calculation of “compensation actually paid” did not differ materially from those used to calculate grant date fair value for such awards, except that for the performance share awards the grant date fair values assume that the performance share awards will be earned at target and the fiscal year end fair values are based upon the probable outcome (based upon then current forecasts) as of the fiscal year end. The fair values as of the end of fiscal 2023 assume that for the 2022 to 2024 performance share LTIAs the performance objectives will finish below threshold (i.e., 0% of target) and for the 2023 to 2025 performance share LTIAs assume for Mr. Keller the performance objectives will be achieved at maximum (i.e., 300% of target) and that for the non-PEO named executive officers the performance objectives will be achieved at levels ranging from 150% of target to maximum. The assumptions we used to calculate the value for stock options did not differ materially from those used to calculate grant date fair value for such awards; we used a Black-Scholes value as of the applicable year-end or vesting date, determined using the same methodology we use to determine grant date fair value, except that (a) we used the closing stock price on the applicable revaluation date as the current market price, (b) and switched away from the simplified method for determining expected life and adjusted to or towards the full remaining contractual life because all of the stock options were significantly underwater at the applicable valuation date or vesting date. Amounts in the table may not foot due to rounding. (2) See footnote 6 to the “Pay Versus Performance” table above. Relationship between Compensation Actually Paid and Financial Measures. Our executive compensation program, which is guided by the principal of “pay for performance,” is designed to attract, motivate, and retain our named executive officers, reinforce the execution of our business strategy and the achievement of our business objectives, and align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term goals and the realization of increased stockholder value. Consistent with its pay for performance philosophy, the compensation committee believes that it is important to place at risk a greater percentage of our named executive officers’ compensation than that of non-executives by tying our named executive officers’ compensation directly to the performance of B&G Foods. Accordingly, a majority of our named executive officers’ compensation consists of annual bonuses and long-term incentives linked to the company’s financial performance and/or the performance of the company’s stock. As illustrated in the pay versus performance tables above and the table below, “compensation actually paid” to Mr. Keller and the non-PEO named executive officers for fiscal 2023 increased substantially, largely driven by our company’s improvement in adjusted EBITDA and the prior year decreases in “compensation actually” paid in 2022 versus 2021 for Mr. Keller and the non-PEO named executive officers of 88.1% and 81.5%, which correlated with declines in total stockholder return, net income and adjusted EBITDA in fiscal 2022 versus fiscal 2021. The majority of the “compensation actually paid” to Mr. Keller and the non-PEO named executive officers was not in fact actually paid to Mr. Keller or the non-PEO named executive officers in fiscal 2023. Instead, as required by Item 402(v), the majority of “compensation actually paid” in 2023 for Mr. Keller reflects fair values at year-end for a one-time award of stock options granted to Mr. Keller in 2023, and for Mr. Keller and the non-PEO named executive officers, the fair values at year-end for the 2023 to 2025 performance share LTIAs granted to Mr. Keller and the non-PEO named executive officers. As of the date of this proxy statement, all the stock options granted to Mr. Keller in 2023 are currently out-of-the-money and will ultimately not have any value to Mr. Keller unless Mr. Keller remains with our company during the vesting period (except in the case of disability or death) and our stock price increases over time above the $14.02, $19.63 and $25.24 exercise prices (which reflect 100%, 140% and 180% of the closing price of our common stock on the grant date) creating substantial stockholder value. Likewise, whether and to what extent the 2023 to 2025 performance share LTIAs awarded to Mr. Keller and the non-PEO named executive officers will ultimately ever have any value to Mr. Keller and the non-PEO named executive officers will depend not only upon the level at which the performance goals will ultimately be achieved over the 2023 to 2025 performance period but will also depend on the price of our common stock at the end of the performance period when the shares of common stock, if any, are actually issued to the participants in fiscal 2026. The current fair values at the end of the 2023 to 2025 performance period assume that for Mr. Keller the performance objectives will be achieved at maximum and that for the non-PEO named executive officers the performance objectives will be achieved at levels ranging from 150% of target to maximum. The percentage change in “compensation actually paid” to Mr. Wenner in 2021 as compared to 2020 is primarily attributable to Mr. Wenner serving as an employee of B&G Foods for six months in 2021 and only one and one-half months in 2020. “Compensation actually paid” to the non-PEO named executive officers in fiscal 2021 declined 62.3%, which correlated with declines in net income and adjusted EBITDA.

  64. Pay Versus Performance Disclosure

    | Fiscal Years | Change in CAP to Third PEO (Keller) | Change in CAP to Second PEO (Wenner) | Change in CAP to First PEO (Romanzi) | Change in CAP to Other NEOs | Change in Company TSR | Change in Peer Group TSR | Change in Net Income | Change in Adjusted EBITDA | | 2023 VS. 2022 | 2,597.7% | N/A | N/A | 646.8% | 1.3% | (7.0)% | (482.2)% | 5.7% | | 2022 VS. 2021 | (88.1)% | N/A | N/A | (81.5)% | (60.8)% | 9.3% | (116.9)% | (15.9)% | | 2021 VS. 2020 | N/A | 289.7% | N/A | (62.3)% | 17.6% | 12.4% | (49.0)% | (0.9)% |

  65. Pay Versus Performance Disclosure

    Financial Performance Measures. The following table lists the four financial performance measures that, in our company’s assessment, represent the most important performance measures used to link “compensation actually paid” to our named executive officers to our company’s performance for 2023.

  66. Pay Versus Performance Disclosure

    | Adjusted EBITDA (non-GAAP) | | Excess Cash (non-GAAP) | | Net Sales | | Net Working Capital (non-GAAP) |

  67. Pay Versus Performance Disclosure

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