DEF 14A of Utz Brands, Inc., Mar 14, 2024

DEF 14A of Utz Brands, Inc.

Filed Mar 14, 2024 · FY20230001193125-24-067362

Open on EDGAR

  1. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES LISTED IN PROPOSAL NO. 1 FOR ELECTION TO SERVE A THREE-YEAR TERM ON THE BOARD. DIRECTORS OF UTZ BRANDS, INC. The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service for each of the nominees for election as directors and for the continuing directors are set forth below.

  2. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | NAME, AGE AND CLASS | | TERM EXPIRATION | INDEPENDENCE | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | | John Altmeyer 65 I | 2024 | | | | Chair | | | Timothy Brown 61 III | 2026 | | | | | | | Christina Choi 46 III | 2026 | | | | | | | Roger Deromedi 70 III | 2026 | | | | | | | Antonio Fernandez 64 II | 2025 | | | | | | | Howard Friedman 54 I | 2024 | | | | | | | Jason Giordano 45 I | 2024 | | | Chair | | | | B. John Lindeman 54 I | 2024 | | | | | | | Dylan Lissette 52 III | 2026 | | | | | | | Michael Rice 81 II | 2025 | | | | | | | Craig Steeneck 66 II | 2025 | | Chair | | | | | Pamela Stewart 48 II | 2025 | | | | |

  3. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 11 |

  4. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Class I Directors for Election at the 2024 Annual Meeting of Stockholders |

  5. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | John Altmeyer Age: 64 | Career Highlights Mr. Altmeyer has served as a member of the Board of Directors of the Company since August 2020. In January 2023, Mr. Altmeyer assumed the role of Chief Executive Officer of GAF Materials, LLC, a roofing and waterproofing manufacturer. Prior to that role, Mr. Altmeyer served as GAF’s Executive Chairperson, Commercial from January 2021 to January 2023. Mr. Altmeyer served as the President and Chief Executive Officer of Carlisle Construction Materials, a division of Carlisle Companies Incorporated (NYSE: CSL), from July 1997 to September 2018. Carlisle Construction Materials is principally engaged in the manufacture and sale of rubber and thermoplastic roofing systems and other products with roofing applications for commercial and residential buildings. Mr. Altmeyer also has served as a Member of the Board of Directors of EMCOR Group, Inc. (NYSE: EME), a mechanical and electrical construction, industrial and energy infrastructure and facilities services company, since 2014. As part of his service on the EMCOR Board of Directors, Mr. Altmeyer currently serves on the governance committee of EMCOR and has served as the Chair of the compensation committee of EMCOR since 2018. Mr. Altmeyer also served on the audit committee of EMCOR from 2014 through 2018. Additionally, Mr. Altmeyer served as a member of the Board of Directors of Berkshire Hills Bancorp (NYSE: BHLB), a bank holding company, from 2012 to 2014. Mr. Altmeyer also served on the Board of Directors of Tecta America, a roofing contracting and services business, from March 2019 until January 2021. Mr. Altmeyer earned his B.S. degree from Cornell University and his M.B.A. from Harvard Business School. Qualifications Mr. Altmeyer’s qualifications to serve on our Board of Directors include his substantial financial, operations, investment and acquisition experience, and his experience serving as a public company director. |

  6. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Howard Friedman Age: 54 | Career Highlights Mr. Friedman joined Utz in December 2022 and serves as the Company’s Chief Executive Officer and a member of the Board of Directors, having assumed that role upon his appointment to Chief Executive Officer in December 2022. Prior to his role at Utz, Mr. Friedman gained over 25 years of experience in the food and beverage industry, including serving as Chief Operating Officer of Post Holdings, an American consumer packaged goods holding company (NYSE: POST), from July 2021 to December 2022, and as President and Chief Executive Officer of Post Consumer Brands, Post Holdings’ flagship cereal business, from July 2018 to July 2021. Prior to serving in these positions, Mr. Friedman served as Executive Vice President, Refrigerated at The Kraft Heinz Company, an American multinational food company (NASDAQ: KHC), leading Kraft’s most prominent business unit from July 2016 to May 2018. Prior to serving as Executive Vice President, Refrigerated at The Kraft Heinz Company, Mr. Friedman served for over twenty years at the Kraft Heinz Company, serving in roles including general management, sales and marketing. Mr. Friedman began his career in the United States Army, serving in the United States and overseas, completing his service as a Captain. He holds a B.A. from Dickinson College and an M.B.A. in Marketing and Finance from New York University’s Stern School of Business. Qualifications Mr. Friedman’s qualifications to serve on our Board of Directors include his significant financial, marketing and operational experience in the food and beverage industry. |

  7. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Jason Giordano Age: 45 | Career Highlights Mr. Giordano has served as a member of the Board of Directors of the Company since August 2020. Prior to the Business Combination, Mr. Giordano was the Co-Executive Chairperson, Principal Executive Officer and Principal Financial and Accounting Officer of Collier Creek from June 1, 2018 until the Closing of the Business Combination in August 2020. Mr. Giordano has over 20 years of investment and acquisition experience, with a focus in the consumer goods and related sectors. Mr. Giordano has been a Senior Managing Director at CC Capital (affiliates of whom are indirect owners of Utz securities through CC Collier Holdings LLC), a private investment firm, since November 2018. Mr. Giordano was EVP Corporate Development for CC Neuberger Principal Holdings II, a special purpose acquisition company, from July 2020 until July 2022, and has been EVP Corporate Development for CC Neuberger Principal Holdings III, a special purpose acquisition company, since August 2020. Previously, Mr. Giordano was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors. During his tenure at Blackstone from 2006 to October 2017, Mr. Giordano was involved in 12 initial and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail and related businesses. Prior to Blackstone, Mr. Giordano was a private equity investment professional at Bain Capital, LP, one of the world’s leading multi-asset alternative investment firms, and an investment banker with Goldman, Sachs, & Co., a leading global investment banking, securities and investment management firm. Mr. Giordano previously served on the board of directors of Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, from 2007 to September 2015; Crocs, Inc. (Nasdaq: CROX), a global supplier of branded footwear, from January 2015 to October 2017; AVINTIV, a global supplier of specialty materials primarily sold to consumer goods manufacturers, from January 2011 to October 2015; and Ascend Learning, LLC, a provider of online professional training tools and educational software, from July 2017 to October 2017. Mr. Giordano earned an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar, and earned an A.B. with high honors in Economics from Dartmouth College. Qualifications Mr. Giordano’s qualifications to serve on our Board of Directors include his substantial investment and acquisition experience at blue chip financial institutions, his in-depth knowledge and strong network of relationships in consumer and related sectors, and his experience serving as a director for various public and private companies. |

  8. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | B. John Lindeman Age: 54 | Career Highlights Mr. Lindeman has served as a member of the Board of Directors of the Company since August 2020. Mr. Lindeman has served as the Chief Financial Officer of Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM), a wholesaler and manufacturer of hydroponics equipment and commercial horticultural products, since March 2020. From August 2015 until assuming his current role at Hydrofarm Holdings in March 2020, Mr. Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global avocado-industry leader and expanding provider of valued-added fresh food, where he was responsible for the finance, accounting, IT and human resource functions. Prior to joining Calavo, Mr. Lindeman held various leadership positions within the finance and investment banking industries, including serving as managing director at Sageworth Trust Company, a provider of investment management, fiduciary and planning services to highly successful individuals and families, from March 2015 to July 2015; Managing Director and co-head of the consumer and retail group at Janney Montgomery Scott, a financial advisory firm, from August 2009 to March 2015; Managing Director at Stifel Nicolaus, a full service brokerage and investment banking firm, from December 2005 to August 2009; and Principal at Legg Mason, a global asset management leader, from October 1999 to December 2005. Prior to joining Legg Mason, Mr. Lindeman was a Manager at PricewaterhouseCoopers LLP, a global network of firms delivering assurance, tax, and consulting services, from August 1996 to October 1999. Mr. Lindeman is a Chartered Financial Analyst and holds a B.S. in Business Administration from the University of Mary Washington. Qualifications Mr. Lindeman’s qualifications to serve on our Board of Directors include his significant financial and operational experience, including experience as chief financial officer of various public companies. |

  9. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 13 |

  10. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Class II Directors Continuing in Office until the 2025 Annual Meeting of Stockholders |

  11. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Antonio Fernandez Age: 64 | Career Highlights Mr. Fernandez has served as a member of the Board of Directors of the Company since August 2020 and served as a member of the Board of Directors of Collier Creek Holdings since October 2018 prior to the Business Combination. Mr. Fernandez served as Executive Vice President and Chief Supply Chain Officer of Pinnacle Foods, a packaged foods company, from February 2011 to June 2016, where he was responsible for managing all aspects of the supply chain including procurement, manufacturing, distribution, product quality, innovation and sustainability. Mr. Fernandez also led Pinnacle Foods’ “maximizing value through productivity” continuous improvement initiatives, realizing gross savings of approximately 4% of cost of products sold annually. Mr. Fernandez was a key leader and closely involved in Pinnacle Foods’ acquisition, integration and synergy realization efforts. Prior to Pinnacle Foods, Mr. Fernandez was Senior Vice President, Operations Excellence at Kraft Foods, Inc., an American food manufacturing and processing conglomerate, from 2010 to 2011. Prior to Kraft, Mr. Fernandez was Chief Supply Chain Officer at Cadbury PLC, or Cadbury, a British multinational confectionery company, from 2008 to 2010, where he managed a supply chain with total costs of approximately $7 billion, 67 manufacturing facilities and over 20,000 employees. From 2000 to 2008, Mr. Fernandez held several senior supply chain roles within Cadbury. Prior to Cadbury, Mr. Fernandez held various supply chain and related roles at Dr. Pepper, an American multinational soft drink company, PepsiCo, Inc. (NASDAQ: PEP), an American multinational food, snack, and beverage corporation, and Procter & Gamble Co. (NYSE: PG), an American multinational consumer goods corporation. Mr. Fernandez is currently the President of AFF Advisors, LLC, an independent consulting firm focused on improving supply chain performance, supporting acquisition due diligence and merger integrations. Mr. Fernandez was also a Senior Advisor with McKinsey & Company, an American worldwide management consulting firm, from July 2017 to August 2019. Mr. Fernandez served on the board of directors of Liberty Property Trust (NYSE: LPT), a leading industrial real estate investment trust, from November 2014 until its merger with Prologis, Inc. (NYSE: PLD), a real estate investment trust headquartered in San Francisco, CA, in February 2020. Mr. Fernandez has served on the Board of Directors with Americold Realty Trust (NYSE: COLD), the world’s largest publicly traded REIT, since May 2019; and as a Trustee of Lafayette College since May 2017. Mr. Fernandez also served as a member of the Board of Directors of Green Rabbit, a leading e-commerce cold chain logistics provider to the food industry, from February 2021 to August 2023. Mr. Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College. Qualifications Mr. Fernandez’s qualifications to serve on our Board of Directors include his substantial supply chain and operations experience at several publicly-traded consumer companies, his record of realizing cost efficiencies and integrating acquisitions, and his experience serving as a director of a public company. |

  12. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Michael Rice Age: 81 | Career Highlights Mr. Rice has served as a member of the Board of Directors of the Company since August 2020. From August 2020 through December 2023 Mr. Rice served as Chairperson Emeritus and Special Advisor to the Company. Prior to the Closing of the Business Combination, Mr. Rice was Executive Chairperson of UBH, having assumed this position in December 2012 following his role as Chairperson of the Board and Chief Executive Officer of the Utz companies from 1992 until 2012. Mr. Rice served as President and Chief Executive Officer of Utz and its predecessor companies from 1978 until 1992. Prior to serving as Chief Executive Officer, Mr. Rice served as Executive Vice President of the Utz companies from 1970 to 1978. Mr. Rice is a graduate of Mount St. Mary’s University and holds a Juris Doctor degree from George Washington University School of Law. Mr. Rice is the father-in-law of Dylan Lissette, who serves as our Chairperson and is a member of our Board of Directors. Qualifications Mr. Rice’s qualifications to serve on our Board of Directors include his extensive knowledge of our Company, including as a former Chief Executive Officer, coupled with substantial industry knowledge. |

  13. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Craig Steeneck Age: 66 | Career Highlights Mr. Steeneck has served as a member of the Board of Directors of Utz since the Business Combination in August 2020 and served as a member of the Board of Directors of Collier Creek Holdings from November 2018 until the Closing of the Business Combination in August 2020. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods, a packaged foods company, from July 2007 to January 2019, where he oversaw the company’s financial operations, treasury, tax, investor relations, corporate development and information technology functions and was an integral part of Pinnacle Foods’ integration team for several of its acquisitions. From 2005 to 2007, Mr. Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods, helping to redesign the supply chain to generate savings and improve financial performance. Pinnacle Foods was sold to ConAgra Brands (NYSE: CAG) in October 2018. From 2003 to 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Hotels and Resorts Inc.), an American timeshare company, playing key roles in wide-scale organization of internal processes and staff management. From 2001 to 2003, he served as Chief Financial Officer of Resorts Condominiums International (now Wyndham Hotels and Resorts, Inc.), an American timeshare exchange company. From 1999 to 2001, Mr. Steeneck was the Chief Financial Officer of International Home Foods, Inc., a manufacturer of packaged food products acquired by ConAgra Foods in 2000. Mr. Steeneck has served on the board of directors and as chairperson of the audit committee of Freshpet, Inc. (Nasdaq: FRPT), an American pet food company, since November 2014; and as a director of KIND Inc., a snack food company, from May 2019 to June 2020. Mr. Steeneck served as member of the board of directors of Hostess Brands, Inc. (Nasdaq: TWNK) from November 2016 until November 2023, when it was sold to J.M. Smucker Company. Mr. Steeneck served as a member of the audit committee of Hostess from November 2016 to November 2023, as the lead independent director from January 2019 to December 2019 and chairperson of the audit committee from November 2016 to June 2022. Mr. Steeneck received his B.S. in Accounting from the University of Rhode Island. Qualifications Mr. Steeneck’s qualifications to serve on our Board of Directors include his substantial financial operations, investment and acquisition experience, and his experience serving as a director for public companies. |

  14. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Pamela Stewart Age: 48 | Career Highlights Ms. Stewart has served as a member of the Board of Directors of the Company since January 2022. Ms. Stewart currently serves as the Chief Customer Officer – Retail North America at The Coca-Cola Company (NYSE: KO), an American multinational beverage corporation, having assumed that role in January 2023. Prior to this role, Ms. Stewart served as President, West Zone Operations, North America Operating Unit for The Coca-Cola Company from January 2021 to December 2022. Prior to serving as President, West Zone Operations, North America Operating Unit, Ms. Stewart served as Senior Vice President, National Retail Sales from December 2018 to December 2020. From March 2015 to December 2018, Ms. Stewart served as Vice President, National Retail Sales – Publix at The Coca-Cola Company. During her 20-plus year tenure at Coca-Cola, Ms. Stewart has held leadership positions across finance, revenue growth management, sales, operations, and general management. Ms. Stewart brings a wide range of food and beverage experiences, particularly in working with major retailers and developing new business. Ms. Stewart formerly served as the Chair of the board of directors of GLAAD, having served in that role November 2016 to November 2022. Ms. Stewart also serves as a member of the board of directors of the Retail Industry Leaders Association, having served in this role since January 2023, serves as a member of the board of directors of National Restaurant Association, having served since January 2022, and as a member of the board of directors of 3DE by Junior Achievement, having served since November 2020. Ms. Stewart also currently serves as a member of the board of directors of the Coca-Cola Scholars Foundation, having served in this role since January 2021, and as a member of the Board of Directors of the Food Marketing Institute Foundation, having served in this role since January 2023. Ms. Stewart also serves on the Global Advisory Board of OUT Leadership having served in that role since January 2021. Ms. Stewart received a B.B.A. from Georgia State University and an M.B.A. from Oglethorpe University and holds a Harvard Business School executive education certification. She also is a graduate of the Golden Crown Literary Society Writing Academy and Leadership Atlanta. Qualifications Ms. Stewart’s qualifications to serve on our Board of Directors include her substantial experience in a leading consumer packaged goods company in the area of sales and sales operations. |

  15. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 15 |

  16. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Class III Nominees Continuing in Officer Until the 2026 Annual Meeting of Stockholders |

  17. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Timothy Brown Age: 61 | Career Highlights Mr. Brown has served as a member of the Board of Directors of the Company since August 2020. Since 2001 Mr. Brown has served as the Founder and CEO of Sageworth, an entity comprised of Sageworth Holdings, LLC (“Sageworth Holdings”), Sageworth Trust Company and Sageworth Trust Company of South Dakota which collectively provide investment management, fiduciary, planning, and advisory services to highly successful individuals and families. As an attorney, accountant and the Founder and Chief Executive Officer of Sageworth, Mr. Brown brings extensive business, financial, legal, accounting, and investment knowledge to his position on the Board. Mr. Brown serves as Vice Chair of High Holdings Corporation, which owns the voting stock of a private, diversified steel, concrete, and real estate company, having served in that role since September 2021. Mr. Brown also serves on the Board of Directors of Penn State Health, a large hospital system, having served in that role since November 2018, and chaired the Penn State Health Finance Committee from November 2018 to September 2023, Investment Committee from February 2019 to September 2023, and was a member of its Executive Committee from July 2020 to September 2023. Mr. Brown is the current International Chair and serves on the Board of Directors of Chief Executives Organization, a 501(c)(6) organization; he has served on the Board of Directors since November 2016 and as a member of its Executive Committee since November 2018. Mr. Brown also serves on the Advisory Board of the Global Family Enterprise Program at Columbia Business School, having served in this role since May 2021. Mr. Brown has been a member of Young Presidents Organization since January 2005 and has previously served as its chair emeritus, chair, education officer, and finance officer of the Pennsylvania chapter. Mr. Brown helped found the S. Dale High Family Business Center at Elizabethtown College, is a founding director of Music for Everyone, former trustee of the Pennsylvania Academy of Music, past general counsel and secretary of The Lancaster Alliance, past president of the Lancaster Museum of Art, and past director of Harb-Adult, a homeless shelter. Mr. Brown received his Juris Doctor degree from the Georgetown University Law Center in Washington, D.C., and a B.S. in accounting from Penn State, graduating with the highest distinction. Qualifications Mr. Brown’s qualifications to serve on our Board of Directors include his historical understanding of our Company coupled with his extensive legal, financial, and investment experience. |

  18. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Christina Choi Age: 46 | Career Highlights Ms. Choi has served as a member of the Board of Directors of the Company since August 2020. Ms. Choi is currently Senior Vice President of Marketing and a member of the North America marketing leadership team for Diageo, a global leader in alcoholic beverages (NYSE: DEO). In July 2022 Ms. Choi was appointed to lead the Gin & Tequila categories across North America, in addition to the Breakout Growth Brand organization – a marketing and sales organization dedicated to accelerating high potential brands. Ms. Choi joined Diageo in January 2019 to lead the Gin, Rum & Tequila categories across North America, including consumer brands such as Tanqueray Gin, Captain Morgan Rum, and Don Julio Tequila. Ms. Choi is responsible for category strategy, brand marketing, and commercialization activities across this portfolio. Prior to Diageo, Ms. Choi served as Global Marketing Vice President for Anheuser-Busch InBev (NYSE: BUD), the world’s largest brewer, from March 2013 to January 2019. In this role, Ms. Choi developed the global launch strategy for Michelob Ultra, delivered double digit global sales growth for Stella Artois including leading two Super Bowl marketing campaigns, and oversaw the development and commercialization of several emerging brands. From 2006 to 2012, Ms. Choi held various marketing and innovation roles within the personal care business of Unilever PLC, based in the U.S. and Singapore. Ms. Choi led multiple brands and innovation launches globally, including across the U.S., Southeast Asia, Middle East, and Africa, among others. Ms. Choi began her career in financial services at Goldman Sachs in the Credit Risk Management and Advisory group and Goldman Sachs Asset Management. Ms. Choi holds an M.B.A. from Harvard Business School and a B.A. in Economics from Vassar College. Qualifications Ms. Choi’s qualifications to serve on our Board of Directors include her substantial marketing, commercialization and leadership experience, in each case as it applies to product campaigns and launches. |

  19. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Roger Deromedi Age: 70 | Career Highlights Mr. Deromedi serves as Lead Independent Director of Utz, having served in this role since December 2022. Prior to this role, Mr. Deromedi served as Chairperson of the Company from August 2020 to December 2022, and was Co-Executive Chairperson of Collier Creek from June 2018 through the Closing of the Business Combination in August 2020. Mr. Deromedi has over 45 years of operational experience in the consumer goods sector, overseeing multiple businesses and iconic consumer brands. Mr. Deromedi was Independent Chairperson and Lead Independent Director of Pinnacle Foods from April 2016 to October 2018 and was Non-Executive Chairperson from July 2009 to April 2016 and Executive Chairperson from April 2007 to July 2009. Mr. Deromedi also was an advisor to Blackstone in relation to their acquisition of the company in April 2007. Pinnacle Foods was a manufacturer and marketer of consumer branded food products, whose key brands include Birds Eye (frozen vegetables, meals, and sides), Duncan Hines (desserts), Vlasic (pickles), Wishbone (salad dressings), Aunt Jemima (breakfast products), Mrs. Butterworth and Log Cabin (syrups), Udi’s and Glutino (gluten-free products), and Gardein (plant-based entrees and meat substitutes), among others. During Mr. Deromedi’s tenure, the company acquired and successfully integrated multiple businesses including Birds Eye Foods, Wishbone, Gardein, and Boulder Brands. From July 2013 to June 2015, Mr. Deromedi was an Executive Advisor for Blackstone in the consumer goods sector and was an independent advisor to Blackstone from 2007 to 2013. From 2003 to 2006, Mr. Deromedi was Chief Executive Officer of Kraft, which at the time was one of the world’s largest food companies, with iconic brands such as Kraft, Maxwell House, Nabisco, Oscar Mayer and Philadelphia. During this time, Mr. Deromedi integrated Kraft’s separate North American and International businesses. Prior to this, Mr. Deromedi was Co-CEO of Kraft from 2001 to 2003 during which time there was an initial public offering of the company, raising approximately $8.7 billion in gross proceeds. Mr. Deromedi was previously President of Kraft Foods International, President of the company’s Asia Pacific business, and President of Kraft’s Western European business, based in Zurich. Mr. Deromedi also served as Area Director of the company’s business in France, Iberia and Benelux, based in Paris, and was General Manager of Kraft’s cheese and specialty products businesses in the United States. Mr. Deromedi began his career with General Foods, Kraft’s predecessor company, in 1977 where he held various marketing positions. Mr. Deromedi previously served on the board of directors of Pinnacle Foods from 2007 to 2018, Kraft from 2001 to 2006 and The Gillette Company, Inc. from 2003 to 2005 (when the company was merged with The Procter & Gamble Company). Mr. Deromedi currently serves as a Director of The Joffrey Ballet and as a Life Trustee of the Field Museum. Mr. Deromedi earned an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics and Mathematics from Vanderbilt University. Qualifications Mr. Deromedi’s qualifications to serve on our Board of Directors include his experience as a senior executive officer and/or director of multiple businesses in the consumer sector, his track record of building significant stockholder value, his experience in evaluating, executing, and integrating acquisitions, and his history of serving as a director for several public and private companies. |

  20. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Dylan Lissette Age: 52 | Career Highlights Mr. Lissette serves as the Chairperson of Utz, having served in this role since May 2023. Prior to this role, Mr. Lissette served as the Executive Chairperson from December 2022 to May 2023. Mr. Lissette has served as a member of the Board of Directors of the Company since August 2020. Prior to serving as the Executive Chairperson of Utz, Mr. Lissette served as the Chief Executive Officer of Utz from August 2020 until December 2022, having assumed that role in connection with the Business Combination. Prior to the closing of the Business Combination in August 2020, Mr. Lissette served as the Vice Chairperson, President and Chief Executive Officer of Utz and its predecessor companies. Mr. Lissette also served as the sole manager of UBH from September 2016 through the Closing of the Business Combination in August 2020. Prior to serving as Chief Executive Officer at Utz, Mr. Lissette served as the Company’s Chief Operating Officer from January 2011 to January 2013 and Executive Vice President of Sales and Marketing from January 2008 to January 2011. Prior to his service as an executive officer of the Utz companies, Mr. Lissette served the Utz companies in several capacities since joining in 1995, including serving as Retail Sales Manager, Key Account Director, and Director of Marketing. In 2007, Mr. Lissette was promoted to the position of Senior Vice President — Sales Operations where he had direct responsibility for route sales development in our Mid-Atlantic core markets and system-wide administration of the company’s DSD operations. Mr. Lissette represents the fourth generation of family leadership and involvement at Utz and is the son-in-law of Michael W. Rice, who serves as our Chairperson Emeritus and is a member of our Board of Directors. Mr. Lissette also served on the Board of Directors of Hanover Hospital from August 2011 until August 2018, and currently serves as a member of the Board of Directors of Athletic Brewing Company, a private, craft non-alcoholic beer company, having served in this role since March 2021, prior to which he served as a member of the Advisory Board from November 2019. Since June of 2023, Mr. Lissette has served as a member of the Executive Committee of Sageworth Holdings, LLC. Mr. Lissette holds a B.S. degree in Business Economics and Public Policy from The George Washington University. Qualifications Mr. Lissette’s extensive institutional knowledge and executive experience across a multitude of roles at Utz, including most recently as the Executive Chairperson of Utz, qualifies him to serve on our Board of Directors. |

  21. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 17 |

  22. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    Our executive officers are elected annually and serve at the pleasure of the Board. The following sets forth the name, age as of the record date, position(s) with us and selected biographical information for our executive officers. The biography of Mr. Friedman is provided above under “Proposal No. 1: Election of Directors.”

  23. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | NAME | AGE | POSITION | | Howard Friedman | 54 | Chief Executive Officer | | Mitch Arends | 48 | Executive Vice President, Chief Integrated Supply Chain Officer | | Jennifer Bentz | 53 | Executive Vice President, Chief Marketing Officer | | Cary Devore | 51 | Executive Vice President, Chief Operating and Transformation Officer | | Ajay Kataria | 47 | Executive Vice President, Chief Financial and Accounting Officer | | Shannan Redcay | 43 | Executive Vice President, Manufacturing | | Mark Schreiber | 60 | Executive Vice President, Sales and Chief Customer Officer | | Theresa Shea | 51 | Executive Vice President, General Counsel and Corporate Secretary | | James Sponaugle | 47 | Executive Vice President, Chief People Officer | | Chad Whyte | 48 | Executive Vice President, Supply Chain |

  24. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Mitch Arends Age: 48 | Mr. Arends serves as Executive Vice President, Chief Integrated Supply Chain Officer at Utz, having served in that role since November 2023. As EVP, Chief Integrated Supply Chain Officer, he oversees all aspects of the supply chain, including procurement, manufacturing, transportation, warehousing, planning, quality, and research & development. Mr. Arends joined Utz in November 2023, prior to which he served from September of 2021 to September of 2023 as the Chief Supply Chain Officer of North America at Kraft Heinz (Nasdaq: KHC), an American multinational food company. During Mr. Arends, 13 years at Kraft Heinz, in addition to serving as the Chief Supply Chain Officer of North America, Mr. Arends lead North America Operations & Manufacturing since 2018 until September 2021 as well several Business Unit operations roles in addition to roles in Procurement and Plant management. Prior to his time at Kraft, Mr. Arends served six years at Nestle & Gerber (OTCMKTS: NSRGY), a Swiss multinational food and drink processing conglomerate corporation, from 2004 to 2010, Prior to Mr. Arends’ roles at Nestle, Mr. Arends spent five years in several supply chain roles at Deere & Company (NYSE: DE), an American manufacturing corporation. Mr. Arends started his career in 1996 with Quality Farm and Fleet, a retail chain focusing on farm supplies and equipment, where he worked in Supply Chain and Merchandising. Mr. Arends holds a B.A. in Supply Chain Management / Operations Management from Michigan State University, as well as an M.B.A. from Arizona State University with an emphasis in Supply Chain Management. |

  25. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Jennifer Bentz Age: 53 | Ms. Bentz joined the Company as Executive Vice President, Insights, Innovation, and Marketing Services in July 2023. She moved into the role of Executive Vice President, Chief Marketing Officer, in January of 2024. Prior to joining the Company, Ms. Bentz served as Executive Vice President, Applied Technology & Insights at CLIF Bar & Co. (now part of the Mondelēz International, Inc. (Nasdaq: MDLZ)), from October 2020 to July 2023 where she led a cross-functional team and successfully infused consumer understanding into marketing activation to deliver consumer growth goals. Prior to her time at CLIF Bar & Co., Ms. Bentz served as the Chief Client Officer for Mintel, a global intelligence agency, from March 2020 to October 2020 where she led consulting and global key account teams working across the food & beverage, financial services, insurance, and technology industries. From June 2013 to December 2019, Ms. Bentz led Innovation & Insights for Tyson Foods Inc. (NYSE: TSN). Prior to joining Tyson, Ms. Bentz led the Global Consumer Insight and Strategy team at Kraft Foods (Nasdaq: KHC). While at Kraft, from 1999 to 2013, she also held leadership positions on the corporate product, package, and quality team as well as functional insights responsibility for the Foodservice and Grocery business units. Prior to Kraft, Ms. Bentz also held various positions with S.C. Johnson’s business units. She started her career at Information Resources, Inc. (IRI) (now Circana, Inc.), where she functioned as a client service professional, managing interactions with clients and providing marketing and sales consultation. Ms. Bentz holds a B.S. in Marketing from Indiana University, where she also minored in Sociology. |

  26. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Cary Devore Age: 51 | Mr. Devore serves as Executive Vice President, Chief Operating and Transformation Officer of Utz, having served in this role since November 2023, prior to which Mr. Devore served as Executive Vice President, Chief Operating Officer from October 2021 to November 2023. In his current role, Mr. Devore works across the organization to help drive revenue growth, productivity, and operational excellence. In addition, he continues to drive the Company’s strategic corporate initiatives including mergers and acquisitions and capital markets. Prior to his role as Chief Operating Officer, Mr. Devore held the position of Executive Vice President and Chief Financial Officer of Utz from July 2019 to October 2021. Mr. Devore began working with Utz in November 2016 as the lead representative of Metropoulos & Co. on the Board of Managers of the Continuing Members, where he worked alongside Dylan Lissette to drive our acquisition and value creation efforts and became Executive Vice President and Chief Financial Officer in July 2019. Prior to serving as Chief Financial Officer, Mr. Devore served as Executive Vice President since December 2017 and as Senior Vice President from November 2016 until December 2017. From November 2014 until August 2017, Mr. Devore was a Managing Director of Metropoulos & Co., a private equity firm, where he focused on direct equity investments in the food and beverage sector. Prior to his service at Metropoulos, from October 2009 through August 2014, Mr. Devore was Co-Founder and Managing Director of SilverStream Capital, LLC, a family office focused on investments in healthcare and technology. From October 2005 through June 2009, Mr. Devore co-founded and led HBK Private Equity, LLC, the private equity arm of the hedge fund HBK Capital Management. Earlier in his career, Mr. Devore worked for Jordan Industries, Inc., an affiliate of The Jordan Company, from May 1996 to July 2002, focusing on middle market buy and build strategies; as well as at UBS Investment Bank, an investment bank, from August 2004 to October 2005; and Price Waterhouse LLP, a multinational professional services network of firms, from August 1994 to May 1996. Mr. Devore serves on the Board of Directors of Arc Burger, LLC a private equity company focused on the restaurant industry, having served in this role since October 2023. Mr. Devore has served on the Board of Directors of Church’s Holdings Corp., an American restaurant chain that specializes in fried chicken, since November 2021, and has served as a member of the Board of Directors of Rego Restaurant Holdings, LLC, a restaurant platform that uses targeted capital, scale, management expertise, and a focus on innovation to revitalize iconic restaurant brands, since June 2018. Mr. Devore graduated from the University of Illinois with a B.S. in Accounting, Magna Cum Laude, and received his M.B.A. from the University of Michigan with High Honors. |

  27. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Ajay Kataria Age: 47 | Mr. Kataria serves as Executive Vice President, Chief Financial and Accounting Officer at Utz, having served in this role since October 2021. In this role, Mr. Kataria is responsible for all of the Company’s financial functions, including serving as the company’s principal accounting officer, and is responsible for the Information Technology function that he oversaw in his previous role. Prior to his service as Executive Vice President and Chief Financial Officer, Mr. Kataria served as Executive Vice President of Finance and Accounting from July 2019 until October 2021. Mr. Kataria joined the Utz companies in July 2017 as Senior Vice President of Finance and Treasury to support our financial planning, analytics and business transformation efforts, and became Executive Vice President in July 2019. Prior to joining the Utz companies, from April 2016 until July 2017, Mr. Kataria served as Vice President of Global Finance and Strategy at Armstrong Flooring, Inc., a producer of residential and commercial flooring products. Prior to his time at Armstrong, from August 2014 until April 2016, Mr. Kataria served as Vice President of Supply Chain Finance at Chobani, Inc., a producer of Greek yogurt and dairy products. Prior to Chobani, Mr. Kataria worked for ten years at PepsiCo, Inc. (NASDAQ: PEP), an American multinational food, snack, and beverage corporation, in various supply chain and finance roles of increasing responsibility. Mr. Kataria holds a Bachelor of Technology from the National Institute of Technology, India and earned his M.B.A. from Southern Methodist University, Cox School of Business. |

  28. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Shannan Redcay Age: 43 | Ms. Redcay serves as Executive Vice President, Manufacturing at Utz having served in this role since June 2022. In this role, Ms. Redcay has responsibility for Manufacturing, Manufacturing Operational Excellence, Value Creation, Continuous Improvement, Engineering, Quality Assurance, Safety, Innovation and Research & Development. Prior to her role as EVP, Manufacturing, Ms. Redcay held roles of increasing responsibility at Utz, including as Senior Vice President of Manufacturing from April 2022 to June 2022, Senior Vice President Productivity and Development from November 2021 to April 2022 and Senior Vice President of Innovation and Value Creation from July 2020 to November 2021, during which time Ms. Redcay was tasked with advancing the brand’s innovation initiatives including Utz’s entry into new potential categories, forms and formats and ultimately delivering consumer-led innovation that capitalizes on emerging trends. Prior to these roles, Ms. Redcay served as Senior Director of Innovation and Quality Assurance at Utz from January 2019 to July 2020, and as Director, Product Innovation from April 2015 to January 2019. Prior to joining Utz, Ms. Redcay served in various roles at WhiteWave Foods, an international food company in the plant-based, organic dairy and organic produce categories. During Ms. Redcay’s tenure at WhiteWave from 2006 to 2015, her roles included Director R&D, Dean Foods, where she helped launch TruMoo consolidated formulas across all regional dairies; Director of Packaging and Regulatory with a focus on new packaging format development; and Director of Horizon Organic where she helped drive expansion into Food categories. Ms. Redcay earned her B.S. and M.S. from Purdue University. |

  29. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 19 |

  30. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Mark Schreiber Age: 60 | Mr. Schreiber serves as Executive Vice President, Sales and Chief Customer Officer at Utz, having served in this role since June 2021. Prior to serving as Executive Vice President, Chief Sales and Customer Officer, Mr. Schreiber served as EVP, Chief Customer Operating Officer, Sales & Marketing from October 2020 to June 2021, and as Chief Customer Officer from April 2017 until October 2020. Prior to his service at the Utz companies, Mr. Schreiber served as the Senior Vice President of Sales and Operations for Pepperidge Farm, Inc., a commercial bakery that was acquired by Campbell Soup Company, and on the Global Sales Leadership team for Campbell Soup Company (NYSE: CPB), a processed food and snack company, from January 2008 to April 2017. Mr. Schreiber also worked at Pepperidge Farm, Inc., an American commercial bakery, as Customer Vice President from January 2002 until January 2008, and as Vice President Customer Trade Marketing from January 1999 until January 2002. Prior to Pepperidge Farm, from January 1987 to January 1999, Mr. Schreiber began his career at Frito-Lay, a manufacturer of corn chips, potato chips and other snack foods, performing various roles in sales, strategic accounts, supply chain, marketing and DSD strategic operations. Mr. Schreiber is a current member of the Food Industry Association and served as a Sales Executive Board Member of the Grocery Manufacturers Association from 2010 until 2016. Mr. Schreiber holds a B.S. in Marketing from The Pennsylvania State University. |

  31. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Theresa Shea Age: 51 | Ms. Shea has served as Executive Vice President, General Counsel & Corporate Secretary since July 2021. Prior to joining Utz, Ms. Shea was Vice President & General Counsel of True Value Company, LLC, a hardware wholesaler that services independent hardware store owners, having served in that role since July 2018. Before assuming that role in July 2018, Ms. Shea served as Assistant General Counsel, Labor & Employment for True Value starting in December 2007. During her tenure at True Value, Ms. Shea served as Executive Sponsor of the Inclusion & Diversity Council and True Value Foundation and led the internal COVID Crisis Team. From November 2002 through December 2007, Ms. Shea held the role of Senior Counsel at United Airlines, Inc., assisting the Company as it renegotiated all of its employment commitments during its post-09/11 bankruptcy. Earlier in her career, Ms. Shea worked as an associate for Seyfarth Shaw, an international law firm, out of its Chicago, Illinois office, focusing her practice in labor, employment and education law. Ms. Shea graduated from the University of Illinois at Urbana-Champaign, Bronze Tablet in 1994 with a B.A. Degree in the Teaching of English and Magna Cum Laude in 1997 with a Juris Doctor degree. Ms. Shea obtained a Certificate in Executive Management from the University of Notre Dame in 2015. |

  32. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | James Sponaugle Age: 47 | Mr. Sponaugle serves as the Executive Vice President, Chief People Officer at Utz, having served in this role since August 2021. Prior to his role as Chief People Officer, Mr. Sponaugle served as Senior Vice President, Human Resources & Personnel Development at Utz, from February 2020 until August 2021. Prior to joining the Utz companies, from January 2009 until January 2020, Mr. Sponaugle worked at the Stewart Companies family of businesses, a company handling the entire range of construction-related services. Starting with Poole Construction from January 2009 to June 2010, and then moving to Riley Welding and Fabricating, a metal fabrication division of Stewart Companies, a full-service construction-related services company, serving as General Manager and Vice President from June 2010 until March 2018. Mr. Sponaugle was promoted to Executive Vice President and added the responsibility of running Stewart & Tate Construction Industrial Division starting March 2018 through January 2020, while also maintaining his responsibilities at Riley Welding and Fabricating. Mr. Sponaugle started his career in January 1999 with Cintas Corporation (NASDAQ: CTAS), a public company operating nearly 500 facilities in North America, including five manufacturing facilities and eleven distribution centers, which provides a range of products and services to businesses including uniforms, mats, mops, cleaning and restroom supplies, first aid and safety products, fire extinguishers and testing, and safety courses. Mr. Sponaugle spent close to a decade at Cintas holding various leadership roles in Sales and Operations, finishing his career as a General Manager overseeing a 3-shift operation with approximately 165 associates, including approximately 55 routes and Service Sales Representatives. Mr. Sponaugle served as the Chairperson of the Board of Directors of the YMCA of Hanover from April 2019 until April 2022. Mr. Sponaugle earned his B.S. in Business Management from Cornell University. |

  33. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | Chad Whyte Age: 48 | Mr. Whyte serves as Executive Vice President, Supply Chain at Utz, having served in that role since June 2022. As EVP, Supply Chain, Mr. Whyte has responsibility for procurement, customer logistics, transportation, distribution, and integrated business management (including demand and supply planning), which plays an integral role in the supply chain process. Mr. Whyte joined Utz in January 2022 as Senior Vice President, Supply Chain Planning and Logistics and remained in that position until assuming his current role in June 2022. Mr. Whyte joined Utz with 25 years of experience in supply chain roles, most recently as President and Chief Executive Officer of Aloe Group, LLC, a consulting group focused on logistics, packaging, and transportation, serving in this role from January 2020 to December 2021. Prior to Aloe, Mr. Whyte was Vice President, Supply Chain at Pinnacle Foods from March 2015 to December 2019, where he was responsible for all transportation, deployment planning, warehousing and network optimization for a $3.5 billion revenue business. Prior to Pinnacle Foods, Mr. Whyte was Senior Director, Logistics at Campbell Soup Company (NYSE: CPB), an American processed food and snack company; Director, Logistics North America at Reckitt Benckiser (OTCMKTS: RBGLY), a British multinational consumer goods company headquartered in Slough, England from February 2011 to August 2014, and Director, Supply Chain Planning at Church & Dwight Company (NYSE: CHD), an American consumer goods company focusing on personal care, household products, and specialty products, from May 2001 to January 2011. Mr. Whyte received a B.S. in Supply Chain and Information Systems, as well as an M.B.A., from The Pennsylvania State University. He was also an adjunct faculty member for Penn State’s Executive Education Program on Achieving Supply Chain Transformation. |

  34. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES

    | | 2024 PROXY STATEMENT 21 |

  35. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  36. EXECUTIVE AND DIRECTOR COMPENSATION

    | COMPENSATION DISCUSSION AND ANALYSIS | 28 | | Executive Summary | 28 | | Key 2023 Financial Highlights | 29 | | Compensation Program Objectives and Design | 29 | | Our Stockholders Strongly Agree With Our Pay Practices | 29 | | Peer Group | 29 | | Elements of Compensation | 30 | | Compensation Components | 31 | | Annual Cash Short-Term Incentive Award Program | 32 | | Long-Term Incentives | 34 | | Employment Arrangements | 37 | | Deferred Compensation Plan | 38 | | Severance, Change of Control and Other Programs | 38 | | Oversight of Risks Related to Compensation Policies and Practices | 40 | | Stock Ownership | 41 |

  37. EXECUTIVE AND DIRECTOR COMPENSATION

    | Restrictions on Short Sales or Speculative Transactions by All Directors and Associates | 42 | | REPORT OF COMPENSATION COMMITTEE | 42 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 42 | | SUMMARY COMPENSATION TABLE | 43 | | GRANT OF PLAN BASED AWARDS — FISCAL 2023 | 45 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 46 | | Option Exercises and Stock Vested — Fiscal Year 2023 | 47 | | NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023 | 47 | | EQUITY COMPENSATION PLAN INFORMATION | 48 | | DIRECTOR COMPENSATION IN FISCAL 2023 | 48 | | CEO PAY RATIO | 49 |

  38. Executive Summary

    Executive Summary The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results. We achieve these goals by offering a total compensation program that consists of both fixed components (in the form of base pay and benefits) and variable, performance-based pay (in the form of short and long-term incentives) designed to reward performance. The total target compensation for our executive officers is weighted more heavily toward incentive compensation, in the form of an annual bonus program, restricted stock units (“RSUs”), and performance stock units (“PSUs”). Our compensation program is designed to achieve an appropriate balance of short-term and long-term incentives to ensure executive officers are properly balancing the need for consistent annual performance with the need for consistent performance over a multiple-year horizon. This compensation balance is intended to ensure that our executive officers share in both downside risk and upside opportunity based on our performance. The following discussion describes and analyzes our compensation program for our named executive officers. Our named executive officers are our Chief Executive Officer who serves as our principal executive officer, our Chief Financial and Accounting Officer who serves as our principal financial officer, and the three other most highly compensated persons serving as executive officers as of the last day of our most recent fiscal year, which ended December 31, 2023 (the “named executive officers”), which individuals are:

  39. Peer Group

    Peer Group The Compensation Committee, in consultation with F.W. Cook, has identified a peer group of 11 publicly-traded companies to be used as a competitive reference point in determining total compensation packages for our executive leadership team, including the named executive officers. Our peer group includes consumer products companies, most of which are focused on food and beverage in North America and which are similar to us with respect to revenue (peer group median revenue $1.7 billion as of December 31, 2023) and

  40. Peer Group

    | | 2024 PROXY STATEMENT 29 |

  41. Peer Group

    market capitalization (peer group median market capitalization $3.0 billion as of December 31, 2023). Peer group selection included companies in the Global Industry Classification Standard in the sub-industry categories of packaged foods and meats, personal products, soft drinks, and pharmaceuticals. The remaining companies were evaluated to identify those most similar to us in terms of size, business and geographic fit. As of December 31, 2023, our revenue was approximately $1,438.2 million and our market capitalization was approximately $2.3 billion.

  42. Peer Group for Assessing Fiscal Year 2023 Compensation

    Peer Group for Assessing Fiscal Year 2023 Compensation The peer group consists of the following 11 companies: B&G Foods, Inc. BellRing Brands, Inc. Calavo Growers, Inc. Flowers Foods, Inc. J & J Snack Foods Corp. John B. Sanfilippo & Sons, Inc. Lancaster Colony Corporation TreeHouse Foods, Inc. Prestige Consumer Healthcare Inc. The Hain Celestial Group, Inc. The Simply Good Foods Company

  43. Elements of Compensation

    | ELEMENT OF COMPENSATION | OBJECTIVE | KEY FEATURES | % OF TARGET TOTAL DIRECT COMPENSATION | | Base Salary | Provide a competitive level of fixed compensation | ∎ Fixed pay component based on level of responsibility of position held ∎ Adjustments based on individual performance and external benchmarking against our peer group | 22-40% | | Annual Cash Short-Term Incentive Award Program | Motivate and reward executive contributions in achieving annual performance goals that align with Company and individual performance | ∎ Variable pay component ∎ Payouts are based on a formula that includes Company performance measured by Adjusted EBITDA, Net Sales, and Company Objectives, as well as individual performance measured against pre-determined individual objectives | 24-27% |

  44. Elements of Compensation

    | ELEMENT OF COMPENSATION | OBJECTIVE | KEY FEATURES | % OF TARGET TOTAL DIRECT COMPENSATION | | Long-Term Incentive Awards | Motivate and reward executive contributions in achieving long-term objectives that align with the interests of our stockholders | ∎ Variable pay component ∎ Awards to senior management are issued as performance share units, and restricted stock units and have a multi-year vesting period ∎ Awards in the form of performance share units have ultimate value based on our relative total stockholder return against our peer group ∎ Option award value is fixed at grant, and ultimate value granted to the executive is based on our stock performance. We retired our use of stock options at the beginning of fiscal year 2023 | 34-54% | | Severance | Provide temporary income following an executive’s involuntary termination of employment (unless termination is for cause) whether or not following a change in control of our Company | ∎ Fixed pay component ∎ Payments are formula-driven based on executive’s salary, bonus target and level of responsibility of position held | |

  45. Compensation Components

    Compensation Components Base Salary Base salaries are intended to compensate the executive officers and all other salaried associates for their services performed for us on an annual basis. In setting base salaries, we take into account the associate’s experience, the functions and responsibilities of the job, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factor relevant to that particular job. Generally, we attempt to pay at the median of our peer group for each position but do not confine ourselves to this practice if other factors such as experience warrant a lower or higher base salary. Base salaries may be adjusted annually based on performance and, in some circumstances, adjusted throughout the year to address competitive pressures or changes in job responsibilities. Our Chief Executive Officer recommends to the Compensation Committee the base salaries for executive leadership team officers. The Chief Executive Officer’s base salary and annual merit adjustment is approved by the Compensation Committee, subject to such further action that the Board of Directors shall determine. Base Salary Adjustments In January 2024, each of Messrs. Friedman, Devore, Kataria, and Schreiber, and Ms. Shea were eligible to receive a merit increase to his or her base salary based on his or her respective performance in the preceding year. Our merit increases range from 0% to 8.8% of base salary based on individual performance and peer group comparisons. The merit increases are consistent with our effort to maintain compensation at approximately the median level of our peer group, with these adjustments taking into consideration certain factors that may influence our standard practice of paying base salaries at approximately the 50th percentile mark among our peers.

  46. Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)

    Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”) 2023 ABP Design Our 2023 ABP provides for a cash bonus to our management team, including our named executive officers, upon achievement of specific performance milestones for the Company and the participants. We use our ABP to reward achievement of our annual financial performance goals, and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and financial performance, specifically for achieving annual sales targets, annual profit goals, and company objectives. Awards under the ABP were calculated by multiplying a participant’s base salary for fiscal year 2023 by the individual’s target award percentage, and multiplying the result by the sum of 50% of our Adjusted EBITDA score, 30% of our Net Sales score and 20% of the Objectives, Goals, Strategies, and Metrics (“OGSMs”) score, which we refer to, collectively, as the “Company Rating” and multiplying the total by the Individual Performance Factor (“IPF”), as follows: ANNUAL BONUS = BASE SALARY X TARGET % X COMPANY RATING X IPF For each performance measure, 100% of the bonus opportunity will be paid with respect to such metric if target performance is achieved, and a bonus ranging from 50% to 200% would be paid with respect to such performance measure at the threshold and maximum results. No bonus will be allocated to a performance measure if minimum threshold results are not achieved. The formula for fiscal year 2023 was constructed with upside potential so that if we exceeded our company performance and individual target performance, the annual bonus could be greater than 100% of the target annual bonus but could not exceed 200% of bonus target. As part of our annual budget, the Board approves the pool for the ABP, and the Compensation Committee approves actual payment of bonuses pursuant to the ABP and the bonuses paid to, or accrued on behalf of, the named executive officers. The Compensation Committee does not have the discretion to award bonuses under the ABP if the applicable performance factors have not been met.

  47. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs For fiscal year 2023, the Compensation Committee confirmed that the factors for the ABP would be Adjusted EBITDA, Net Sales, and defined annual goals through the OGSM system. These performance measures most directly align with our operational strategy and generally have the best correlation with stockholder value. The Adjusted EBITDA and Net Sales goals for fiscal year 2023 are set forth below:

  48. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | | FISCAL YEAR 2023 GOALS ($ MILLIONS) | | | | | THRESHOLD | TARGET | MAXIMUM | | Adjusted EBITDA | $177 (94% of Target) | $190 | $215 (112% of Target) | | Net Sales | $1,408 (95% of Target) | $1,475 | $1,575 (107% of Target) |

  49. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    The Adjusted EBITDA and Net Sales goals and results were calculated for purposes of the ABP in accordance with pre-established rules established by our Compensation Committee. Net Sales was our GAAP sales excluding the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds. Adjusted EBITDA was defined as Net Income before Interest, Income Taxes, and Depreciation and Amortization, further adjusted to exclude certain non-cash items, such as stock-based compensation, hedging and purchase commitments adjustments, and asset impairments; acquisition and integration costs; business transformation initiatives; and financing-related costs. In addition, Adjusted EBITDA excludes the effects of changes in GAAP and business combinations and divestitures subject to pre-established criteria and thresholds, where applicable. In 2023, we set forth the below four primary objectives in our OGSM system. OGSMs are departmental objectives, goals, strategies, and metrics that drive specific functional priorities in the organization. These OGSMs are then cascaded deep into the organization with subordinate goals and strategies that support the larger OGSMs. Management, under the Compensation Committee’s supervision, implemented these objectives through individual projects:

  50. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ∎ | Expand margins |

  51. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ∎ | Reinvest revenue to accelerate growth |

  52. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ∎ | Improve cash flow |

  53. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ∎ | Improve ESG capabilities |

  54. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    Our performance against the OGSM component of the ABP was determined by the Compensation Committee with input by management based on its assessment of performance, using the following:

  55. Company Performance Measures for the Annual Bonus Plan: Adjusted EBITDA, Net Sales, and OGSMs

    | ASSESSMENT | PAYOUT FOR OGSM COMPONENT | | Significantly Exceeds Expectations | 150-200% | | Exceeded Expectations | 120-150% | | Met Expectations | 80-120% | | Below Expectations | 50-80% | | Unsatisfactory | 0-50% |

  56. Individual Performance Factor (IPF)

    | NAMED EXECUTIVE OFFICER | BASE SALARY ($) | TARGET (%) | ADJUSTED EBITDA SCORE (%) | NET SALES SCORE (%) | OGSM (%) | IPF (%) | 2023 ANNUAL BONUS ($) | | Howard Friedman | 850,000 | 110 | 78 | 74 | 110 | 100 | 776,050 | | Cary Devore | 553,500 | 85 | 78 | 74 | 110 | 100 | 390,494 | | Ajay Kataria | 525,000 | 75 | 78 | 74 | 110 | 90 | 294,131 | | Mark Schreiber | 465,500 | 65 | 78 | 74 | 110 | 95 | 238,580 | | Theresa Shea | 460,000 | 65 | 78 | 74 | 110 | 125 | 310,213 |

  57. Long-Term Incentives

    Long-Term Incentives 2020 Omnibus Equity Incentive Plan In connection with the consummation of the Business Combination, we adopted, with stockholder approval, the 2020 Omnibus Equity Incentive Plan (as amended, the “2020 Omnibus Equity Incentive Plan”), so that we can provide our named executive officers and other key associates with equity-based, long-term incentives. The equity awards are also subject to service conditions, which are more fully described below, that are meant to serve as a retention tool. See “Grant of Plan Based Awards — Fiscal 2023” for a discussion of the fiscal year 2023 awards granted to our named executive officers pursuant to the 2020 Omnibus Equity Incentive Plan. Performance Share Units Our PSUs provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative total stockholder return. The number of shares subject to the PSUs that vest and are settled at the end of each three year performance period is based on the Company’s cumulative total stockholder return relative to the total stockholder returns of members of a performance peer group. In connection with PSU awards, the Compensation Committee approves a performance peer group as a means of establishing performance targets for such awards. At the end of the performance period, our total stockholder return position will be ranked relative to the total stockholder returns of each member of the performance peer group. Our performance is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period, subject to the terms of the performance share unit award agreement. Total stockholder returns for the Company and each other member of the performance peer group is determined by dividing (i) the sum of (A) the difference obtained by subtracting the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the first trading day of the applicable performance period (the “Beginning Price”) from the volume weighted average closing market prices of the relevant company’s common stock on the principal exchange on which such stock is traded for the ten consecutive days ending on the trading day preceding the last trading day of the applicable performance period, plus (B) all dividend and other distributions on the respective shares during the applicable performance period by (ii) the applicable Beginning Price. The total number of PSUs that vest is based on the ranking of our total stockholder return relative to the total stockholder return of each of our peer companies, and ranges from a 200% payout for ranking in the 90th percentile or above, to 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 30th percentile, and 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts. PSUs that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the PSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the PSUs are forfeited). The number of PSUs earned under the grant made on August 31, 2020 over a performance period ending on December 31, 2023 was 83% based on TSR results during the completed performance period in the 43rd percentile.

  58. Long-Term Incentives

    | TSR Results (Percentile of Utz TSR vs. Peer TSR) | % of Target (Interpolation) | | 90% or Above | 200% | | 70% | 150% | | 50% | 100% | | 30% | 50% | | Less than 30% | 0% |

  59. Long-Term Incentives

    | | 2024 PROXY STATEMENT 35 |

  60. Long-Term Incentives

    Restricted Stock Units Our RSUs represent the right to receive one share of our Class A Common Stock upon vesting, provided that the recipient remains employed with us through the vesting date and subject to certain forfeiture conditions. Our RSUs are generally subject to 1/3 pro-rata vesting over the course of a three-year period. Such forfeiture conditions include (a) forfeiture upon any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs, (b) forfeiture of any unvested or vested but unsettled RSUs upon determination by the Compensation Committee that the participant has breached or threatened to breach covenants set forth in the RSU award agreements, and (c) forfeiture to the extent a participant’s RSUs have not yet vested when participant’s employment ends. The RSUs generally vest according to specific time-based vesting conditions set forth in the RSU award agreements. RSUs that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the RSUs are settled (or such accrued dividend equivalents will be forfeited to the extent the RSUs are forfeited). Stock Options We have previously granted stock options to our named executive officer and other members of our executive leadership team because we believed that they provided executives with a focus on creating long-term stockholder value. The ultimate value received by option holders is directly tied to increases in our stock price, and the stock options serve to link the interests of management and stockholders and to motivate executives to make decisions that will increase the long-term total return to our stockholders. The number of options awarded to each executive is based on an award value that is fixed at the date of grant. The Compensation Committee decided to replace stock option grants to our executive leadership team in our annual long-term incentive awards with restricted stock unit awards beginning in fiscal year 2023, based on a review of our peer group’s and competitors’ practices. We believe that this serves as a stronger retention tool and aligns competitively with peer and competitors’ practices. 2021 Employee Stock Purchase Plan During fiscal year 2021, we adopted, with stockholder approval, the 2021 Employee Stock Purchase Plan (the “ESPP”) so that we can provide eligible employees of Utz with an opportunity to purchase shares of our Class A Common Stock. In fiscal year 2023 we continued to provide eligible employees of Utz with the opportunity to purchase shares of our Class A Common Stock through the ESPP. By means of the ESPP, we seek to retain the services of our associates, including our officers, and to provide incentives for such persons to exert maximum efforts for our success. The ESPP accomplishes this purpose by permitting eligible employees to purchase shares of Class A Common Stock from us at a discount from the market price and to pay for such shares through payroll deductions. 1,500,000 shares of our Class A Common Stock were initially reserved for issuance under the ESPP, 99,788 of which were sold to eligible employees during fiscal year 2023 and 1,133,522 of which remain available for issuance as of the last day of fiscal year 2023. The ESPP permits our eligible employees and employees of our designated subsidiaries, which we refer to each as a “Participating Company”, to purchase our Class A Common Stock at a purchase price not less than 85% of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP. See “Equity Compensation Plan Information” for additional information regarding shares available for issuance under the ESPP. Subject to the preceding limitations, the administrator determines the actual amount of the discounted purchase price, which in 2022 was set at 92.5% and in 2023 was set at 95%. Sales of shares under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Code. Covenants and Clawback Each of the executives who is granted an option, restricted stock unit or a performance share unit is subject to restrictive covenants related to non-competition and non-solicitation for six months following any termination of employment (or, if longer, the period in respect of which the executive receives severance benefits) and covenants for an indefinite period of time covering confidentiality and non-disparagement. Under the award agreements, if the Compensation Committee determines that the participant has breached or threatened to breach any restrictive covenant, the participant will be required to pay us an amount equal to the proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.

  61. Employment Arrangements

    Employment Arrangements Except as described below, we have not entered into employment offer letters or employment agreements with our named executive officers. Except as described below and in “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits,” each of the named executive officers is employed on an at-will basis. The summaries below are qualified in their entirety by reference to the actual text of the applicable offer letter, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Howard Friedman Offer Letter Pursuant to an offer letter dated September 30, 2022, as amended by that certain letter agreement dated November 8, 2023, Mr. Friedman accepted an offer to serve as Chief Executive Officer (the “Friedman Offer Letter”). The Friedman Offer Letter sets forth the principal terms and conditions of his employment, Mr. Friedman’s annual base salary was initially $850,000, subject to annual review for increases by the Compensation Committee, plus a lump sum annual stipend of $100,000 to compensate Mr. Friedman for travel. Mr. Friedman is also eligible to participate in our ABP, subject to the terms and conditions approved by the Compensation Committee. The target bonus is 110% of Mr. Friedman’s annual base salary, with a maximum bonus equal to 200% of his annual base salary. Mr. Friedman is also eligible to participate in the 2020 Omnibus Equity Plan. See “Long Term Incentives — 2020 Omnibus Equity Incentive Plan.” In addition, Mr. Friedman is eligible to participate in the Utz Brands, Inc. Change in Control Severance Benefit Plan, which provides for severance in connection with certain qualifying terminations, including qualifying terminations in connection with a change in control, as described in greater detail under “Severance, Change of Control and Other Termination-Related Programs — Change in Control, Severance and Retirement Benefits.” Mr. Friedman is also able to participate in other Utz benefit programs consistent with other associates. Ajay Kataria Offer Letter Pursuant to an offer letter dated June 27, 2017, Mr. Kataria joined Utz Quality Foods as Senior Vice President of Finance. Mr. Kataria became the Executive Vice President, Finance & Accounting in July 2019, and was appointed to the position of Executive Vice President & Chief Financial Officer in October 2021. Mr. Kataria’s offer letter sets forth the principal terms and conditions of his employment, including his initial annual base salary of $260,000 for the period beginning on his hire date. Mr. Kataria’s offer letter also provides for a one-time signing bonus of $125,000 and eligibility to receive an annual bonus of up to 20% of his annual base salary. Mr. Kataria’s offer letter also provides that he is eligible to participate in the Utz Quality Foods, LLC 2018 Long-Term Incentive Plan (the “2018 LTIP”), as was then in effect. Mr. Kataria is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Mr. Kataria to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan” — under which we match 20% of Mr. Kataria’s salary deferrals up to a limit of 6% of his wages and may make discretionary profit-sharing contributions. Mark Schreiber Offer Letter Pursuant to an offer letter, effective April 12, 2017, Mr. Schreiber joined Utz Quality Foods as Chief Customer Officer. Mr. Schreiber became the Executive Vice President & Chief Customer Officer, Sales and Marketing in October 2020 and the Executive Vice President, Sales and Chief Customer Officer in June of 2021. Mr. Schreiber’s offer letter sets forth the principal terms and conditions of his employment, including his initial annual base salary of $375,000 for the period beginning on his hire date. Mr. Schreiber’s offer letter also provides for a one-time signing bonus of $250,000, reimbursement of reasonable relocation expenses up to $130,000, and eligibility to participate in our annual bonus program. Mr. Schreiber’s offer letter also provides that he was eligible to participate in the 2018 LTIP, as then in effect. Mr. Schreiber is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Mr. Schreiber to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan” under which we match 20% of Mr. Schreiber’s salary deferrals up to a limit of 6% of his wages and may make discretionary profit-sharing contributions. Theresa Shea Offer Letter Pursuant to an offer letter, effective May 11, 2021, Ms. Shea joined Utz Quality Foods as Executive Vice President, General Counsel & Corporate Secretary. Ms. Shea’s offer letter sets forth the principal terms and conditions of her employment, including a salary of $380,000 per year, for the period beginning on her date of hire, as well as a signing bonus of $100,000. Ms. Shea’s offer letter indicates that she will be eligible for an annual bonus target of 60% of her base salary, and that she is eligible to participate in the Company’s 2020 Omnibus Equity Incentive Plan, with each grant under the 2020 Omnibus Equity Incentive Plan to be split equally between stock options and PSUs. See “Long Term Incentives – 2020 Omnibus Equity Incentive

  62. Employment Arrangements

    Plan” for a discussion of the 2020 Omnibus Equity Incentive Plan. Pursuant to Ms. Shea’s offer letter, based on the Company’s current compensation structure and subject to the Company’s Compensation Committees approval, beginning in January 2022 and in subsequent years, Ms. Shea will be eligible for grants of PSUs, stock options or RSUs, as applicable, split equally at a level targeted to up to 60% of her annual base salary. Ms. Shea is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Ms. Shea to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan”— under which we match 20% of Ms. Shea’s salary deferrals up to a limit of 6% of her wages and may make discretionary profit-sharing contributions.

  63. Severance, Change of Control and Other Programs

    Severance, Change of Control and Other Programs Profit Sharing/401(k) Plan We maintain a contributory 401(k) retirement plan, the Utz Quality Foods, LLC Profit Sharing/401(k) Plan, which was amended and restated as of December 31, 2021. The plan covers most of our associates, including our named executive officers. Eligible associates may contribute up to 50% of their salary to the plan, subject to limitations under applicable federal tax laws. In fiscal year 2023, the plan provided for matching contributions of up to 20% of deferrals made by most participants, not to exceed 6% of the participant’s wages. The matching contribution formula is applied on a payroll-to-payroll basis. In addition, we may make discretionary, or profit sharing, contributions to the plan. The aggregate contributions, both matching contributions and discretionary contributions, in 2023 were $7.64 million, of which $2.02 million represented matching contributions and $5.62 million represented discretionary contributions. Change in Control, Severance and Retirement Benefits Our severance plans provide benefits in the form of a temporary source of income in the event an executive officer is involuntarily separated from service. We believe our severance benefits are generally consistent with peer companies and provide a bridge of pay and benefits to assist displaced executives in finding future employment. The summary of the plans described below are qualified in their entirety by reference to the actual text of the plans, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Utz Brands, Inc. Executive Severance Benefit Plan Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc. Executive Severance Benefit Plan. Under the plan, we provide severance benefits to our Executive Leadership Team (generally, consisting of each of our Executive Officers — see “Executive Officers of Utz Brands, Inc.” — in this instance, other than the Chief Executive Officer) and each member of the Executive Officer Team with the title of Senior Vice President. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee, upon a qualifying termination and satisfaction of each of the other conditions set forth in the plan, (x) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 100% of his or her annual base salary in the form of payroll continuation payments beginning on the first day of the payroll period immediately following both the termination date and the date on which the release and non-competition agreement becomes effective and non-revocable (the “Payment Commencement Date”) and ending on the one-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Officer Team with a title of Senior Vice President will receive in equal installments 50% of his or her annual base salary in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the six-month anniversary of the Payment Commencement Date or the termination date. In addition, if an eligible employee experiences a termination qualifying under the plan and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment. Such payment will be prorated based on the number of days during the applicable performance period that the eligible employee was employed by us and paid at the time that annual bonuses are paid to our active employees. Eligible employees will also receive outplacement services during the severance period and are permitted to continue certain health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to 18 months following the termination date. Only members of our Executive Leadership Team who terminate their employment with good reason or any eligible employee whose employment is terminated by us or our affiliates (other than for cause and other than during an eligible employee’s disability) will receive severance under the plan, unless the eligible employee is offered comparable employment by us or any of our affiliates. In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” whichever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax. Utz Brands, Inc. Change in Control Severance Benefit Plan

  64. Severance, Change of Control and Other Programs

    Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc. Change in Control Severance Plan. Under the plan, we will provide severance benefits to the Chief Executive Officer and other members of our Executive Leadership Team and other executives selected on an individual basis. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee upon a termination of employment of an eligible employee (a) either (i) by us (other than for cause and other than during an eligible employee’s disability), (ii) by such eligible employee for good reason, in each case within the 90 days prior or two years following a change in control, or (b) at the request of an acquirer or potential acquirer in connection with, or prior to, a change in control (a “Change in Control Termination”), provided, that, any termination of the employment of such eligible employee will not be considered a Change in Control Termination if the eligible employee is offered comparable employment by us or any of our affiliates, and satisfies of each of the other conditions set forth in the plan, (x) the Chief Executive Officer will receive in equal installments 200% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments, beginning on the Payment Commencement Date and ending on the two-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 150% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the 18-month anniversary of the Payment Commencement Date. Other participants, if any, will receive such amounts as determined by the Compensation Committee. In addition, in the event the Chief Executive Officer experiences termination of employment for good reason or experiences a termination of employment by us other than for cause and other than during the Chief Executive Officer’s disability, that is not a Change in Control Termination (a “Chief Executive Officer Non-Change in Control Termination”), then beginning on the Payment Commencement Date and ending on the last day of the 18-month anniversary of the Payment Commencement Date, the Chief Executive Officer will be entitled to receive in equal installments 150% of his or her annual base salary in the form of payroll continuation payments. In addition, if an eligible employee experiences a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual target bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment. Such payment will be prorated based on the number of days during the applicable performance period that the eligible employee was employed by us and paid at the time that annual bonuses are paid to our active employees. Upon a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination, eligible employees will also receive outplacement services during the severance period and continuation of welfare benefits under COBRA for up to 18 months following the termination date.

  65. Severance, Change of Control and Other Programs

    | | 2024 PROXY STATEMENT 39 |

  66. Severance, Change of Control and Other Programs

    In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” whichever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2023 fiscal year.

  68. Potential Payments Upon Termination or Change in Control

    | Name | Element | Termination Upon Change in Control ($) | Termination Without Cause ($) | Termination due to Death or Disability ($) | Termination due to Retirement ($) | | Howard Friedman | Base Pay | 1,700,000 | 1,275,000 | 0 | 0 | | | Prorated Bonus | 776,050 | 776,050 | 0 | 0 | | | Accelerated Equity(1) | 4,373,742 | 0 | 0 | 0 | | Cary Devore | Base Pay | 830,250 | 553,500 | 0 | 0 | | | Prorated Bonus | 390,494 | 390,494 | 0 | 0 | | | Accelerated Equity(1) | 2,560,475 | 0 | 0 | 0 | | Ajay Kataria | Base Pay | 797,500 | 525,000 | 0 | 0 | | | Prorated Bonus | 294,131 | 294,131 | 0 | 0 | | | Accelerated Equity(1) | 1,138,253 | 0 | 0 | 0 | | Mark Schreiber | Base Pay | 698,250 | 465,500 | 0 | 0 | | | Prorated Bonus | 238,580 | 238,580 | 0 | 0 | | | Accelerated Equity(1) | 729,999 | 0 | 0 | 0 | | Theresa Shea | Base Pay | 690,000 | 460,000 | 0 | 0 | | | Prorated Bonus | 310,213 | 310,213 | 0 | 0 | | | Accelerated Equity(1) | 718,264 | 0 | 0 | 0 |

  69. Potential Payments Upon Termination or Change in Control

    | (1) Calculation of Accelerated Equity is based on the closing price of $16.24 of our Class A Common Stock on December 29, 2023. Calculation of acceleration of PSU awards is based on the Company’s relative TSR results during the performance period, which for purposes of this model assumes a start date of the PSU award issue date and an end date of the last day of fiscal year 2023. Accordingly, PSU awards issued on 1/31/2022 would vest at 53%, PSU awards issued on 12/15/2022 would vest at 100%, and PSU awards issued on 1/31/2023 would vest at 90%. |

  70. Oversight of Risks Related to Compensation Policies and Practices

    | ∎ | Short-term incentive measures that are balanced among different financial measures, with targets that are intended to be achievable upon realistic levels of performance; |

  71. Oversight of Risks Related to Compensation Policies and Practices

    | ∎ | Maximum bonus payouts that are capped at levels that do not reward excessive risk-taking; |

  72. Oversight of Risks Related to Compensation Policies and Practices

    | ∎ | Significant weighting towards long-term incentive compensation that promotes long-term decision-making and discourages short-term risk-taking; |

  73. Oversight of Risks Related to Compensation Policies and Practices

    | ∎ | Our stock ownership guidelines that encourage a long-term perspective. |

  74. Oversight of Risks Related to Compensation Policies and Practices

    In connection with the SEC’s and NYSE’s recently-approved rules requiring adoption of a clawback policy applicable to incentive-based compensation for Section 16 officers of listed companies, the Company has amended and restated its Clawback Policy, which is now the Utz Brands, Inc. Amended and Restated Clawback and Forfeiture Policy. Current Section 16 officers of the Company have agreed in writing that the Clawback Policy applies to various agreements, plans and arrangements between such Section 16 officers and the Company or its subsidiaries. Under the Clawback Policy, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. In addition, in the event a Section 16 officer engages in egregious behavior, the Clawback Policy provides that the Company may require such Section 16 officers to reimburse the Company for all or a portion of its incentive-based compensation received by such Section 16 officer during the three-year period preceding the date on which the Company discovers such conduct. Further, under the Company’s 2020 Omnibus Equity Incentive Plan, equity awards pursuant to the plan may be clawed back where a participant has engaged in certain behavior in violation of certain restrictive covenants. See “Long-Term Incentives – Covenants and Clawback” below. As a result of this review, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company.

  75. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to the Company, or any of our subsidiaries, for the last three completed fiscal years.

  76. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Howard Friedman Chief Executive Officer | 2023 | 850,000 | — | 2,375,116 | — | 776,050 | 112,278 | 4,113,444 | | | 2022(7) | 22,885 | — | 4,229,682 | — | — | — | 4,252,567 | | Cary Devore Executive Vice President, Chief Operating & Transformation Officer | 2023 | 552,433 | — | 2,115,544 | — | 390,494 | 9,900 | 3,068,371 | | | 2022 | 532,981 | — | 4,305,394 | 375,533 | 909,500 | 9,150 | 6,132,558 | | | 2021 | 500,000 | 195 | — | — | 147,750 | 4,000 | 651,945 | | Ajay Kataria Executive Vice President, Chief Financial and Accounting Officer | 2023 | 522,116 | — | 530,874 | — | 294,131 | 12,009 | 1,359,129 | | | 2022 | 473,558 | — | 1,186,946 | 275,281 | 738,750 | 11,400 | 2,781,397 | | | 2021 | 395,777 | 195 | — | — | 132,975 | 6,939 | 535,886 | | Mark Schreiber, | 2023 | 464,606 | — | 377,255 | — | 238,580 | 12,443 | 1,092,884 | | Executive Vice President, Sales and Chief Customer Officer | 2022 | 448,168 | — | 733,451 | 189,521 | 585,000 | 12,787 | 1,968,927 | | | 2021 | 421,364 | 195 | — | — | 98,873 | 7,194 | 527,626 | | Theresa Shea | 2023 | 458,558 | — | 364,617 | — | 310,213 | 13,419 | 1,146,807 | | Executive Vice President, General Counsel & Corporate Secretary | 2022 | 431,827 | — | 726,636 | 183,212 | 522,000 | 12,810 | 1,876,485 |

  77. SUMMARY COMPENSATION TABLE

    | (1) The amounts disclosed in this column reflect the dollar amount of the salaries actually paid in the reported fiscal year. |

  78. SUMMARY COMPENSATION TABLE

    | (2) In accordance with the SEC’s rules, the amount disclosed reflects bonus compensation earned with respect to such fiscal year, whether or not actually paid in such fiscal year. The bonus amounts listed in the bonus column for fiscal year 2021 with respect to each named executive officer reflect holiday bonuses paid to all associates in fiscal year 2021. These holiday bonuses were discontinued for executive officers in fiscal years 2022 and 2023. |

  79. SUMMARY COMPENSATION TABLE

    | (3) Amounts set forth in this column represent the aggregate grant date fair value of stock awards granted to each named executive officer, in accordance with Accounting Standards Codification Topic No. 718. For a discussion of the assumptions made in such valuation of the equity awards reported in this column, see Note 1 “Operations and Summary of Significant Accounting Policies” to our audited financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K. For details regarding the vesting conditions of these equity awards, see the “— Outstanding Equity Awards at Fiscal Year-End” table below. In fiscal year 2021 we did not grant awards under the 2020 Omnibus Equity Incentive Plan to our named executive officers due to the timing of awards following the Business Combination and in order to provide the Company an opportunity to implement a regular grant schedule. |

  80. SUMMARY COMPENSATION TABLE

    | (4) Amounts set forth in this column represent the aggregate grant date fair value of option awards granted to each named executive officer, in accordance with Accounting Standards Codification Topic No. 718. |

  81. SUMMARY COMPENSATION TABLE

    | (5) Represents annual performance-based cash incentives. For a discussion of the determination of these amounts, please see the section entitled “Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”).” |

  82. SUMMARY COMPENSATION TABLE

    | (6) The amounts listed under “All Other Compensation” column for fiscal year 2023 include: (i) matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan and (ii) other perquisites and personal benefits and details about these amounts are set forth in the table below: |

  83. SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT 43 |

  84. SUMMARY COMPENSATION TABLE

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ SUMMARY COMPENSATION TABLE

  85. SUMMARY COMPENSATION TABLE

    | NAME | CONTRIBUTIONS UNDER PROFIT SHARING/401(K) PLAN ($)(a) | OTHER ($) | TOTAL ($) | | Howard Friedman | 12,278 | 100,000(b) | 112,278 | | Cary Devore | 9,900 | | 9,900 | | Ajay Kataria | 12,009 | | 12,009 | | Mark Schreiber | 11,303 | 1,140(c) | 12,443 | | Theresa Shea | 13,419 | | 13,419 |

  86. SUMMARY COMPENSATION TABLE

    | (a) Amounts listed in this column reflect matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan. |

  87. SUMMARY COMPENSATION TABLE

    | (b) Represents annual lump-sum stipend paid to Mr. Friedman for travel. See “Compensation Discussion and Analysis – Employment Arrangements – Howard Friedman Offer Letter.” |

  88. SUMMARY COMPENSATION TABLE

    | (c) Mr. Schreiber was subject to $1,140.00 income recognition for personal use of a Company automobile. |

  89. SUMMARY COMPENSATION TABLE

    | (7) Mr. Friedman was appointed Chief Executive Officer, effective December 15, 2022. |

  90. SUMMARY COMPENSATION TABLE

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ GRANT OF PLAN BASED AWARDS — FISCAL 2023

  91. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    GRANT OF PLAN BASED AWARDS — FISCAL 2023 The following table and explanatory footnotes provide information with regard to the grant of awards to each named executive officer during fiscal year 2023.

  92. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AWARD ($)(3) | | NAME | AWARD DESCRIPTION | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Howard Friedman | PSU | 01/31/2023(4) | | | | 19,389 | 64,629 | 129,258 | | 1,298,397 | | | RSU | 01/31/2023(5) | | | | | | | 64,629 | 1,076,719 | | | ABP | | 467,500 | 935,000 | 1,870,000 | | | | | | | Cary Devore | PSU | 01/31/2023(4) | | | | 6,102 | 20,339 | 40,678 | | 408,611 | | | RSU | 01/31/2023(5) | | | | | | | 20,340 | 338,864 | | | RSU | 01/31/2023(6) | | | | | | | 82,117 | 1,368,069 | | | ABP | | 235,238 | 470,475 | 940,950 | | | | | | | Ajay Kataria | PSU | 01/31/2023(4) | | | | 4,334 | 14,446 | 28,892 | | 290,220 | | | RSU | 01/31/2023(5) | | | | | | | 14,445 | 240,654 | | | ABP | | 196,875 | 393,750 | 787,500 | | | | | | | Mark Schreiber | PSU | 01/31/2023(4) | | | | 3,080 | 10,265 | 20,530 | | 206,224 | | | RSU | 01/31/2023(5) | | | | | | | 10,266 | 171,032 | | | ABP | | 151,288 | 302,575 | 605,150 | | | | | | | Theresa Shea | PSU | 01/31/2023(4) | | | | 2,977 | 9,922 | 19,844 | | 199,333 | | | RSU | 01/31/2023(5) | | | | | | | 9,921 | 165,284 | | | ABP | | 149,500 | 299,000 | 598,000 | | | | | |

  93. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (1) Represents the threshold, target and maximum potential amounts each named executive officer had the opportunity to earn for 2023 payable pursuant to the ABP. See “Compensation Discussion and Analysis — Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)” for a description of the ABP and “Summary Compensation Table” above. |

  94. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (2) The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the PSUs granted in fiscal year 2023 that will vest on December 31, 2025 based upon achievement of Company performance metrics. Earned payments may range from 0% to 200% of target based on performance. See “Compensation Discussion and Analysis — Long-Term Incentives — 2020 Omnibus Equity Incentive Plan — Performance Share Units” above. The grant date fair value reported above is based upon the Company’s determination of the probable outcome of the Company’s satisfaction of the performance conditions as of the grant date, computed in accordance with FASB ASC Topic 718. |

  95. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (3) Amounts set forth in this column represent the aggregate grant date fair value of stock awards granted to each named executive officer, in accordance with Accounting Standards Codification Topic No. 718. |

  96. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (4) Represents an award of PSUs granted on January 31, 2023. The PSUs are subject to vesting on December 31, 2025, based on the Company’s total shareholder return (“TSR”) achievement for the performance period beginning on January 1, 2023 and ending on December 31, 2025, subject to the Compensation Committee’s certification following the performance period of the extent to which the performance goal has been satisfied, assuming continued employment through the vesting date. |

  97. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (5) Represents an award of RSUs granted on January 31, 2023. The RSUs vest under the following schedule: 33.33% of the shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2023, 33.33% of the shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2024, and 33.34% shares of Issuer’s Class A Common Stock subject to the RSUs vest on December 31, 2025, subject to the participant’s Continuous Service (as defined in the 2020 Omnibus Equity Incentive Plan) to the Company through such dates and subject to certain conditions detailed in the 2020 Omnibus Equity Incentive Plan. |

  98. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | (6) Represents an award of RSUs granted on January 31, 2023. The RSUs vest under the following schedule:100% of the shares of Issuer’s Class A Common Stock subject to the restricted stock units vest on December 31, 2024, subject to the participant’s Continuous Service (as defined in the 2020 Omnibus Equity Incentive Plan) to the Company through such dates and subject to certain conditions detailed in the 2020 Omnibus Equity Incentive Plan. |

  99. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    | | 2024 PROXY STATEMENT 45 |

  100. GRANT OF PLAN BASED AWARDS — FISCAL 2023

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding outstanding awards made to our named executive officers as of our most recent fiscal year end.

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | OPTION AWARDS | | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE FOR OPTIONS | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($/ SHARE) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(1)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Howard Friedman | — | — | — | — | — | — | 99,108(4) | 1,609,514 | 176,674 | 2,869,186 | | Total | | | | — | | | 99,108 | 1,609,514 | 176,674 | 2,869,186 | | Cary Devore | 8/29/2020 | 37,301 | | — | 16.34 | 08/28/2030 | | | | | | | 1/28/2022(5) | | 61,959 | — | 15.51 | 01/28/2032 | | | | | | | | | | — | | | 95,677(6) | 1,553,794 | 102,759 | 1,668,806 | | Total | | 37,301 | 61,959 | — | | | 95,677 | 1,553,794 | 102,759 | 1,668,806 | | Ajay Kataria | 8/29/2020 | 18,651 | | — | 16.34 | 08/28/2030 | | | | | | | 1/28/2022(5) | | 44,010 | — | 15.51 | 01/28/2032 | | | | | | | | | | — | | | 25,503(7) | 414,169 | 52,926 | 859,518 | | Total | | 18,651 | 44,010 | — | | | 25,503 | 414,169 | 52,926 | 859,518 | | Mark Schreiber | 8/29/2020 | 30,893 | | — | 16.34 | 08/28/2030 | | | | | | | 1/28/2022(5) | | 31,269 | — | 15.51 | 01/28/2032 | | | | | | | | | | — | | | 16,182(8) | 262,796 | 34,694 | 563,431 | | Total | | 30,893 | 31,269 | — | | | 16,182 | 262,796 | 34,694 | 563,431 | | Theresa Shea | 1/28/2022(5) | | 30,228 | — | 15.51 | 01/28/2032 | | | | | | | | | | — | | | 15,952(9) | 259,060 | 34,004 | 552,225 | | Total | | — | 30,228 | — | | | 15,952 | 259,060 | 34,004 | 552,225 |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Equity Awards granted to the named executive officers will be forfeited upon his or her termination by us for cause or voluntarily by the participant without our consent other than for good reason, or for cause termination. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Market value based upon the closing market price of $16.24 of our Class A Common Stock on December 29, 2023. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents PSUs that have been granted but not yet vested. Our PSUs provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative TSR. The vesting percentage of the target PSUs for the applicable performance period will be determined based on TSR Percentile Rank. The portion of the PSUs that vest will be determined on a straight-line basis, as follows: 90th percentile or above equaling 200% vested, 70th percentile or above equaling 150% vested, 50th percentile or above equaling 100% vested, 30th percentile or above equaling 50% vested, lower than 30th percentile equaling 0% vested. See “Compensation Discussion and Analysis — Long-Term Incentives — 2020 Omnibus Equity Incentive Plan — Performance Share Units” for further information. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents two awards of RSUs that vest under the following schedules (i) 56,022 of the shares of Class A Common Stock subject to the RSUs vest on December 31, 2024; (ii) 21,543 of the shares of Class A Common Stock subject to the RSUs vest on December 31, 2024 and 21,543 of the shares of Class A Common Stock subject to the RSUs vest on December 1, 2025. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) The shares of Class A Common Stock subject to the stock options granted on January 28, 2022 vest and become exercisable under the following schedule: The shares subject to the stock option vest and become exercisable on December 31, 2024, subject to the reporting person’s continuous service through such dates and subject to certain conditions as detailed in the 2020 Omnibus Equity Incentive Plan. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Represents two awards of RSUs that vest under the following schedules: (i) 13,560 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024, and 50% on December 31, 2025; (ii) 82,117 of the shares of Class A Common Stock subject to the RSUs vest on December 31, 2024 |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Represents two awards of RSUs that vest under the following schedules: (i) 15,873 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% vest on December 31, 2025; (ii) 9,630 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% on December 31, 2025. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Represents two awards of RSUs that vest under the following schedules: (i) 9,338 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% vest on December 31, 2025; (ii) 6,844 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% on December 31, 2025. |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Represents two awards of RSUs that vest under the following schedules: (i) 9,338 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% vest on December 31, 2025; (ii) 6,614 of the shares of Class A Common Stock subject to the RSUs vest 50% on December 31, 2024 and 50% on December 31, 2025. |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  113. Option Exercises and Stock Vested — Fiscal Year 2023

    Option Exercises and Stock Vested — Fiscal Year 2023 The following table shows the number of shares acquired by each of the named executive officers during fiscal year 2023 through vesting of RSUs and PSUs. No stock options were exercised by our named executive officers. The table also presents the value realized upon such vesting, as calculated based on the closing share price of our Class A Common Stock on the NYSE on the vesting date.

  114. Option Exercises and Stock Vested — Fiscal Year 2023

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Howard Friedman | 77,565 | 1,259,656 | | Cary Devore | 95,325(1) | 1,548,078 | | Ajay Kataria | 15,331(1) | 248,975 | | Mark Schreiber | 12,365(1) | 200,808 | | Theresa Shea | 10,294 | 167,175 |

  115. Option Exercises and Stock Vested — Fiscal Year 2023

    | (1) Includes the number of shares of Class A Common Stock underlying PSUs earned from the performance cycle that ended on December 31, 2023, as determined by the Compensation Committee. The number of shares that became vested reflects payment of the PSU cycle ended December 31, 2023 at 83% of target. All of the applicable named executive officers received payment of the award in Common Stock in January 2024. In accordance with the terms of the PSU award agreement, each PSU represents one share of our Class A Common Stock at target levels, valued at $16.24, the closing price of our Class A Common Stock on the NYSE on December 29, 2023, the last trading day of the performance period for such PSUs. |

  116. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023 The following table shows the contributions and earnings during fiscal 2023, and account balance as of December 31, 2023, for named executive officers under the Utz Quality Foods, Inc. Nonqualified Deferred Compensation Plan.

  117. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($)(2) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($)(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR-END ($)(4) | | Howard Friedman | — | — | — | — | — | | Cary Devore | — | — | 7,175 | — | 48,631 | | Ajay Kataria | — | — | 2,459 | — | 15,112 | | Mark Schreiber | 313,005 | — | 69,927 | — | 586,447 | | Theresa Shea | 22,356 | — | 4,056 | — | 38,584 |

  118. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | (1) The executive contribution amounts under the Deferred Compensation Plan were included in fiscal year 2023 compensation in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table, as applicable. |

  119. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | (2) These amounts, if any, were included in the “All Other Compensation” column of the Summary Compensation Table. |

  120. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | (3) None of the amounts in this column are included in the Summary Compensation Table because plan earnings were not preferential or above-market. |

  121. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | (4) The following amounts included in this column for the Deferred Compensation Plan also have been reported in the Summary Compensation Table as compensation for fiscal year 2023 or a prior fiscal year: Mr. Devore, $48,631, Mr. Kataria $15,112, Mr. Schreiber $586,447, and Ms. Shea $38,584. |

  122. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    | | 2024 PROXY STATEMENT 47 |

  123. NONQUALIFIED DEFERRED COMPENSATION — FISCAL 2023

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ EQUITY COMPENSATION PLAN INFORMATION

  124. DIRECTOR COMPENSATION IN FISCAL 2023

    DIRECTOR COMPENSATION IN FISCAL 2023 In Fiscal Year 2023, we maintained a director compensation program which was designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our securities to further align their interests with those of our stockholders. The program provides the following compensation for non-employee directors:

  125. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | An annual cash retainer of $75,000 for non-employee directors of the Board; |

  126. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | An additional cash retainer of $90,000 for Chairperson of the Board, $25,000 for Lead Independent Director, and additional annual cash retainers of $40,000 for the Chairperson of the Audit Committee, $15,000 for the Chairperson of the Compensation Committee and $10,000 for the Chairperson of the Nominating and Corporate Governance Committee; and |

  127. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | An equity retainer with a value of $125,000 upon such director’s election to office, payable in the form of RSUs, granted in connection with each annual meeting of stockholders that vests on the earlier of the one-year anniversary of the grant or the next annual meeting of stockholders. Employee directors receive any equity compensation in connection with their employment and not as a director. |

  128. DIRECTOR COMPENSATION IN FISCAL 2023

    All cash retainers will be payable quarterly in arrears. As our employees, Messrs. Rice and Friedman were not eligible for such retainer and other compensation paid to non-employee directors in Fiscal Year 2023. Mr. Rice retired from his position as Special Advisor of the Company at the end of Fiscal Year 2023, and, therefore, will be eligible to participate in the Company’s standard non-employee director compensation program for fiscal year 2024. For Fiscal Year 2023, Mr. Lissette served as Executive Chairperson of the Company until May 4, 2023, and received a $200,000 bonus payment on May 4, 2023 upon completion of his service as Executive Chairperson, as well as a pro-rated RSU grant in an amount of 2,249 shares of Class A Common Stock. Thereafter, as non-executive Chairperson of the Board, Mr. Lissette was eligible to participate in a pro-rated portion of the Company’s standard non-employee director compensation program for fiscal year 2023. For Fiscal Year 2024, the director compensation program has been revised as set forth below:

  129. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | The annual cash retainer has been increased to $87,500 from $75,000 for non-employee directors of the Board; |

  130. DIRECTOR COMPENSATION IN FISCAL 2023

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ DIRECTOR COMPENSATION IN FISCAL 2023

  131. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | The additional annual cash retainers for the Chairperson of the Audit Committee has been decreased to $25,000 from $40,000; and |

  132. DIRECTOR COMPENSATION IN FISCAL 2023

    | ∎ | The equity retainer has been increased to a value of $130,000 from $125,000, payable in the form of RSUs, granted in connection with each annual meeting of stockholders that vests on the earlier of the one-year anniversary of the grant or the next annual meeting of stockholders. |

  133. DIRECTOR COMPENSATION IN FISCAL 2023

    Except as otherwise set forth above, the remaining elements of the director compensation program will remain unchanged from Fiscal Year 2023 to Fiscal Year 2024. The table below sets forth information regarding director compensation for the fiscal year ended December 31, 2023.

  134. DIRECTOR COMPENSATION IN FISCAL 2023

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Dylan Lissette | 323,285(3) | 166,667(4) | 398,952 | | Craig Steeneck | 115,000 | 125,000 | 240,000 | | Roger Deromedi | 100,000 | 125,000 | 225,000 | | Jason Giordano | 90,000 | 125,000 | 215,000 | | John Altmeyer | 85,000 | 125,000 | 210,000 | | Timothy Brown | 75,000 | 125,000 | 200,000 | | Christina Choi | 75,000 | 125,000 | 200,000 | | Antonio Fernandez | 75,000 | 125,000 | 200,000 | | B. John Lindeman | 75,000 | 125,000 | 200,000 | | Pamela Stewart | 75,000 | 125,000 | 200,000 | | Michael Rice | 125,000(5) | — | 125,000 |

  135. DIRECTOR COMPENSATION IN FISCAL 2023

    | (1) Director compensation is payable in arrears on a quarterly basis. |

  136. DIRECTOR COMPENSATION IN FISCAL 2023

    | (2) Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each director, in accordance with accounting standards codification topic No. 718. For a discussion of the assumptions made in such valuation of the equity awards reported in this column with respect to fiscal year 2021, see note 1 “operations and summary of significant accounting policies” to our audited financial statements for the fiscal year ended December 31, 2023, included in our annual report on Form 10-K . |

  137. DIRECTOR COMPENSATION IN FISCAL 2023

    | (3) Includes $214,615.54 paid to Mr. Lissette in his role as Executive Chairperson from January to May 2023 as well as a prorated payment of Mr. Lissette’s director compensation following the end of his term as Executive Chairperson and the assumption of the role as Chairperson of the Company. |

  138. DIRECTOR COMPENSATION IN FISCAL 2023

    | (4) Reflects the grant date fair value for (a) 6,746 RSUs pursuant to the annual grant to all members of the Board, and (b) 2,249 RSUs as a pro-rated award from Mr. Lissette’s service as Executive Chairperson from January through May 2023. Does not include $289,758, reflecting the grant date fair value for 14,423 shares of Class A Common Stock issued to Mr. Lissette on January 31, 2023 as a result of the vesting of a PSU award. |

  139. DIRECTOR COMPENSATION IN FISCAL 2023

    | (5) Mr. Rice received an annual salary of $125,000 for his service as Chairperson Emeritus and Special Advisor of the Company. |

  140. CEO PAY RATIO

    CEO PAY RATIO As required by SEC rules, we are providing the following information about the ratio of the total annual compensation of our Chief Executive Officer and the total annual compensation of our median employee (the “Median Employee”). We believe our Chief Executive Officer pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For Fiscal Year 2023, our last completed fiscal year:

  141. CEO PAY RATIO

    | ∎ | Total Annual Compensation of our Chief Executive Officer was $4,113,444. |

  142. CEO PAY RATIO

    | ∎ | Total Annual Compensation of our Median Employee was $48,166. |

  143. CEO PAY RATIO

    Based on this information, for Fiscal Year 2023, the estimated ratio of the compensation of our Chief Executive Officer and the Median Employee was approximately 85 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  144. CEO PAY RATIO

    | | 2024 PROXY STATEMENT 49 |

  145. CEO PAY RATIO

    EXECUTIVE AND DIRECTOR COMPENSATION ∎ CEO PAY RATIO

  146. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE Pay vs Performance Tabular Disclosure

  147. PAY VS. PERFORMANCE

    | Pay vs. Performance Disclosure (1) | | | | | | | | | | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for First PEO (2) | Summary Compensation Table Total for Second PEO (3) | Compensation Actually Paid to First PEO (2)(4) | | Compensation Actually Paid to Second PEO (3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs (5) | Average Compensation Actually Paid to Non-PEO NEOs (5)(6) | | Utz Brands, Inc. Total Shareholder Return (7) | S&P 1500 Composite Packaged Foods & Meats Index Total Shareholder Return (8) | Net Income (Loss) in Millions (9) | | Adj EBITDA in Millions (9)(10) | | 2023 | — | $4,113,444 | | — | $3,844,446 | $1,666,798 | | 1,608,290 | $163 | $107 | ($ | 40.0) | $187.2 | | 2022 | $5,870,043 | $4,252,567 | | 5,856,068 | $4,134,920 | $3,157,332 | | 3,215,423 | $159 | $118 | ($ | 14.0) | $170.5 | | 2021 | $1,012,309 | — | ($ | 1,572,541) | — | $605,171 | ($ | 377,493) | $158 | $112 | | 8.0 | $156.2 | | 2020 | $6,695,741 | — | | 7,728,482 | — | $2,444,023 | | 2,834,026 | $216 | $101 | | Predecessor - $3.4 Successor - ($107.9) | Predecessor - $86.3 Successor - $47.6 |

  148. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important measures used to link compensation actually paid with the Company’s performance during the most recently completed fiscal year:

  149. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Adjusted EBITDA | | Net Sales | | OGSM Rating |

  150. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    See the “Compensation Discussion and Analysis” above and included in the Company’s historical proxy statements for additional detail on executive compensation actions. Note, the compensation value ultimately realized by the Company’s executive officers remains subject to significant variation over time due to factors, including without limitation, forfeiture of unvested awards prior to vesting and variation in stock price prior to vesting of an award.

  151. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | | 2024 PROXY STATEMENT 53 |

  152. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ∎ BENEFICIAL OWNERSHIP TABLE

  153. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, our charter provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL and subject to approval of Proposal No. 3 and the filing of the Proposed Certificate of Amendment (as defined below), our charter will provide that our officers will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

  154. Indemnification of Directors and Officers

    | | 2024 PROXY STATEMENT 61 |

  155. Indemnification of Directors and Officers

    Under Section 14A of the Exchange Act, Utz’s stockholders are entitled to cast an advisory vote to approve the compensation of Utz’s named executive officers, known as a “Say on Pay” vote. The stockholder vote is an advisory vote only and is not binding on Utz or its Board of Directors. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The core of principles Utz’s executive compensation philosophy and practice continues to align pay with performance. Utz’s executive officers are compensated in a manner consistent with Utz’s business strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. We urge you to read the “Compensation Discussion and Analysis” (“CD&A”) sections in this Proxy Statement, the compensation tables and the narrative discussion beginning on page 28 for additional details on Utz’s executive compensation program. Below are a few highlights of our pay-for-performance philosophy.

  156. Indemnification of Directors and Officers

    | ∎ | Annual Cash Short-Term Incentive Award program based on the individuals’ contributions, as determined by the Individual Performance Factors (IPF) and our Company’s performance, as measured by our Adjusted EBITDA (50%), Net Sales (30%), and our Annual Goals (20%). |

  157. Indemnification of Directors and Officers

    | ∎ | Equity Incentive Award program for the Chief Executive Officer and Executive Vice Presidents comprised of Performance Stock Units, and Restricted Stock Units. |

  158. Indemnification of Directors and Officers

    | ∎ | Company defined Annual Goals through an Objectives, Goals, Strategies, Metrics (OGSM) system that cascades to all levels of leadership and supports our pay-for-performance philosophy on the Annual Bonus Program and on annual merit increases. |

  159. Indemnification of Directors and Officers

    At the annual meeting, we are asking stockholders to vote on the following advisory resolution: RESOLVED, that the stockholders approve the compensation of Utz’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the CD&A, the compensation tables and the narrative discussion.