DEF 14A of Vital Farms, Inc.
Filed Apr 28, 2025 · FY20240001193125-25-098402
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
| PAGE | | | 54 | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | | 55 | Executive Officer Compensation | | 63 | Non-Employee Director Compensation | | 64 | Rule 10b5-1 Plans | | 65 | PAY VERSUS PERFORMANCE | | 70 | PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | | 71 | Vote Required | | 71 | Our Recommendation | | 72 | PROPOSAL 5—APPROVAL OF AN AMENDMENT TO CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS ALLOWING FOR THE EXCULPATION OF OFFICERSATION | | 73 | Vote Required | | 73 | Our Recommendation | | 74 | EQUITY COMPENSATION PLAN INFORMATION | | 76 | TRANSACTIONS WITH RELATED PERSONS | | 77 | Certain Related-Party Transactions | | 77 | Policies and Procedures Regarding Transactions with Related Persons | | 78 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 81 | OTHER INFORMATION FOR STOCKHOLDERS | | 82 | Stockholder Proposals for the 2026 Annual Meeting of Stockholders | | 82 | Householding of Proxy Materials | | 82 | Other Information | | A-1 | ANNEX A – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VITAL FARMS, INC. | | B-1 | ANNEX B – RECONCILIATION OF NON-GAAP AND GAAP FINANCIAL MEASURES |
General
General Our Board is currently composed of eight directors. There are three directors whose term of office expires in 2025. At the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the three individuals listed in the table below for election as directors at the Annual Meeting. If the nominees listed below are elected, they will each hold office until the annual meeting of stockholders in 2028 and until each of their successors has been duly elected and qualified or, if sooner, until the director’s resignation or removal. All nominees are currently serving on our Board, have consented to being named in this proxy statement and have indicated their intent to serve the entire three-year term if elected. The brief biographies below include information, as of the date of this proxy statement, regarding the nominees’ principal occupation, business experience and education, along with the particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to determine that each director or nominee should serve on the Board. There are no family relationships among any of our executive officers or directors. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.
General
| DIRECTOR NOMINEES | AGE(1) | TERM EXPIRES | POSITION(S) HELD | DIRECTOR SINCE | | Glenda Flanagan | 71 | 2025 | Director | 2020 | | Denny Marie Post | 67 | 2025 | Director | 2019 | | Gisel Ruiz | 54 | 2025 | Director | 2020 |
General
| (1) As of the Record Date |
General
| Age: 71 Director since: 2020 | GLENDA FLANAGAN | | | | Glenda Flanagan has served as a member of our Board since July 2020. In March 2022, Ms. Flanagan became the Executive Vice President and Chief Financial Officer and a member of the board of directors of Healthy America, LLC. Ms. Flanagan served as the Executive Vice President and Chief Financial Officer of Whole Foods Market, Inc. from 1988 through May 2017. From May 2017 through February 2022, she served as the Executive Vice President and Senior Advisor at Whole Foods. Additionally, Ms. Flanagan currently serves on the boards of directors of Whole Foods Market Foundation, as well as the public company Credit Acceptance Corporation. Ms. Flanagan holds a B.B.A. in accounting from the University of Texas at Austin. We believe Ms. Flanagan is qualified to serve on our Board due to her extensive experience with a leading consumer and health-related brand, as well as her expertise and background with regard to accounting and financial matters. | | | | | Favorite farm memory: When I was a young girl in Austin, my grandparents had a farm just outside of town and we would go to visit them almost every Sunday. They frequently saved the eggs for us to collect – we loved carrying the baskets down to the chicken yard and then feeling the warmth of the freshly laid eggs. Now my sister lives on a farm, and I love watching my grandkids get to do the same – they love it. |
General
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General
| Age: 67 Director since: 2019 | DENNY MARIE POST | | | | Denny Marie Post has served as a member of our Board since December 2019. Ms. Post has served on the board of directors of Travel & Leisure Co. since May 2018, Bluestone Lane Holdings since October 2020, Libbey, Inc. since November 2020 and True Food Kitchen since September 2024. Ms. Post previously served as Co-President of Nextbite, a virtual restaurant and online order management business. Prior to that, Ms. Post served on the board of directors of Red Robin Gourmet Burgers, Inc., a casual dining restaurant chain, from August 2016 to April 2019 and served in a variety of senior management roles from August 2011 to April 2019, including President, Chief Executive Officer, Chief Concept Officer and Chief Marketing Officer. Ms. Post has previously held management positions at T-Mobile US, Inc., Starbucks Corporation, Burger King Worldwide Inc., and KFC USA as well as priszm brandz (a joint venture of YUM! Brands, Inc.). Ms. Post received her certificate in Finance from Wharton School of Business at the University of Pennsylvania and her B.A. in Journalism and Social Sciences from Trinity University. We believe that Ms. Post is qualified to serve on our Board because of her diverse business, management and leadership experience in the consumer, food and hospitality industries. | | | | | Favorite farm memory: A field trip to a working dairy farm as a kid, with my very proper mom along to help supervise in a dress and heels (not the best outfit for the occasion!). |
General
| Age: 54 Director since: 2020 | GISEL RUIZ Gisel Ruiz has served as a member of our Board since May 2020. Ms. Ruiz has also served on the boards of directors of Cracker Barrel Old Country Store, Inc. since September 2020, of Univision Communications Inc. since November 2020, of Ulta Beauty, Inc. since March 2022, and of Executive Network Partnering Corporation from September 2020 to October 2022. Prior to that, Ms. Ruiz served as Executive Vice President and Chief Operating Officer of Sam’s West, Inc., a national chain of membership-only retail warehouse clubs, from February 2017 to June 2019. Ms. Ruiz has also held multiple leadership positions at Walmart, Inc., both in the U.S. and International business segments from 1992 through February 2017, including executive roles from 2010 to February 2017. Ms. Ruiz served on the board of directors of Walmart de Mexico S.A.B. de CV, a multinational retail chain from October 2016 to May 2019. Ms. Ruiz received her B.S. in Marketing and is a graduate of the Retail Management Institute program at Santa Clara University. She is currently on the Santa Clara University board of advisors serving the Retail Management Institute. We believe that Ms. Ruiz is qualified to serve on our Board because of her diverse business, management and leadership experience in the consumer and food industries. | | | | | Favorite farm memory: My mom and dad met while working the fields of the San Joaquin Valley. I remember my dad driving my sister and me out to the fields with him, and we’d jump out of his truck to pick fresh tomatoes or cantaloupes to bring home for my mom. We would bring back enough to share with our favorite neighbors across the street. |
General
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General
Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. You may not vote your shares cumulatively for the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board. The Board has no reason to believe that any of the nominees would prove unable to serve if elected.
Our Recommendation
Our Recommendation
Our Recommendation
| | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NAMED DIRECTOR NOMINEES. |
Information About Our Continuing Directors
Information About Our Continuing Directors Set forth below are the names, ages and length of service of the members of our Board whose terms continue beyond the Annual Meeting.
Information About Our Continuing Directors
| CONTINUING DIRECTORS | AGE(1) | TERM EXPIRES | POSITION(S) HELD | DIRECTOR SINCE | | Matthew O’Hayer | 69 | 2026 | Founder, Executive Chairperson and Director | 2009 | | Russell Diez-Canseco | 53 | 2026 | President, Chief Executive Officer and Director | 2019 | | Kelly J. Kennedy | 56 | 2026 | Director | 2019 | | Kofi Amoo-Gottfried | 45 | 2027 | Director | 2021 | | Karl Khoury | 55 | 2027 | Director | 2015 |
Information About Our Continuing Directors
| (1) As of the Record Date |
Information About Our Continuing Directors
The principal occupation, business experience and education of each continuing director are set forth below.
Information About Our Continuing Directors
| Age: 69 Director since: 2009 | MATTHEW O’HAYER Founder and Executive Chairperson Matthew O’Hayer is our founder and has served as a member of our Board since inception and as our Executive Chairperson since April 2019. From September 2007 to April 2019, Mr. O’Hayer served as our Chief Executive Officer. Mr. O’Hayer is also the founder and has served as the president of the Organic Egg Farmers of America, an industry association that hosts agricultural conventions on topics related to organic egg production. We believe that Mr. O’Hayer is qualified to serve on our Board because of his leadership in conceptualizing and developing our brand and business, his deep expertise in the food business, his extensive knowledge of our industry and his 40 years of experience building businesses. | | | | | Favorite farm memory: I loved collecting eggs on my very first Vital Farm here in Austin. Hens make a beautiful cooing sound when they’re happy. With a flock of a few hundred that can sound like a choir. Sometimes I would get a customer call on my cell phone while with my girls, and they would ask, “what is that racket?” It made me happy to give them the answer. |
Information About Our Continuing Directors
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Information About Our Continuing Directors
| Age: 53 Director since: 2019 | RUSSELL DIEZ-CANSECO President and Chief Executive Officer Russell Diez-Canseco has served as our President and Chief Executive Officer since May 2019 and as a member of our Board since December 2019. Prior to this, Mr. Diez-Canseco served as our President and Chief Operating Officer from November 2015 to April 2019, as our Chief Operating Officer from October 2014 to October 2015 and as our Vice President of Operations from January 2014 to September 2014. Prior to joining us, Mr. Diez-Canseco spent several years with McKinsey & Company, a worldwide management consulting firm, H-E-B, a supermarket chain, and the Central Intelligence Agency. Mr. Diez-Canseco received his M.B.A. from Harvard Business School and earned his A.B. in Economics from the University of California at Berkeley. We believe Mr. Diez-Canseco’s strategic vision for our Company and his extensive business experience, including in the food industry, make him qualified to serve on our Board. | | | | | Favorite farm memory: The first time I visited a Vital Farms farm and was able to experience the rush of birds out into the pasture first thing in the morning. |
Information About Our Continuing Directors
| Age: 56 Director since: 2019 | KELLY J. KENNEDY Kelly J. Kennedy has served as a member of our Board since December 2019. Since November 2023, Ms. Kennedy has served as the Chief Financial Officer of Willow Innovations, Inc., which launched the world’s first wearable breast pump. Previously, Ms. Kennedy served as the Chief Financial Officer of The Honest Company from January 2021 to September 2023, and as the Chief Financial Officer of The Bartell Drug Company, a family-owned pharmacy chain from September 2018 until its sale to Rite Aid in December 2020. Since December 2023, Ms. Kennedy has served on the board of directors of GoodRx Holdings, Inc., where she is a member of the Audit Committee. Since August 2024, Ms. Kennedy has served on the board of directors of Satellogic Inc., where she is the chair of the Audit Committee. Ms. Kennedy has also served on the boards of directors of the private companies FirstFruits Farms LLC (since December 2019), RAD Power Bikes (since July 2021) and Skinny Mixes, LLC (since July 2023). Ms. Kennedy served on the board of directors of Sur La Table, Inc. from September 2018 to November 2020. Ms. Kennedy received her M.B.A. from Harvard Business School and her B.A. in Economics from Middlebury College. We believe that Ms. Kennedy is qualified to serve on our Board because of her comprehensive financial expertise and experience with retail and consumer brands, including those in the food space. | | | | | Favorite farm memory: This may not be “favorite,” but my most memorable was learning what an electric fence was on my first visit to my family’s farm in Michigan. Ouch! |
Information About Our Continuing Directors
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Information About Our Continuing Directors
| Age: 45 Director since: 2021 | KOFI AMOO-GOTTFRIED | | | | Kofi Amoo-Gottfried has served a member of our Board since January 2021. Mr. Amoo-Gottfried has served as Chief Marketing Officer of DoorDash, Inc. since December 2021. Mr. Amoo-Gottfried previously served as Vice President of Marketing for DoorDash from May 2019 to December 2021. Prior to joining DoorDash, Mr. Amoo-Gottfried held various roles at Facebook, Inc. from November 2015 to February 2019, including Vice President of Brand & Consumer Marketing from August 2018 to January 2019. Before joining Facebook, Mr. Amoo-Gottfried served in various roles at advertising agencies, including FCB NY, Leo Burnett and Publicis Groupe, and was also Global Communications Director for Bacardi Rums. Mr. Amoo-Gottfried has also served on the board of directors of Stitch Fix, Inc. since December 2022. Mr. Amoo-Gottfried received his B.A. in Economics and International Studies from Macalester College. We believe that Mr. Amoo-Gottfried is qualified to serve on our Board because of his extensive business and branding experience, including in consumer and foodservice industries. | | | | | Favorite farm memory: My favorite farm memory goes all the way back to my childhood in Ghana - visiting the cocoa farms with my dad and getting to watch as the produce got prepped for market. |
Information About Our Continuing Directors
| Age: 55 Director since: 2015 | KARL KHOURY | | | | Karl Khoury has served as a member of our Board since January 2015. Mr. Khoury co-founded and has served as a partner at Arborview Capital, a venture capital firm focused on resource efficiency and sustainability, since the firm’s inception in March 2008. Prior to co-founding Arborview Capital, he served as a partner with Columbia Capital, a sector-focused venture capital firm with over $2 billion under management. In addition to Vital Farms, Mr. Khoury is a member of the board of directors of multiple Arborview Capital portfolio companies including Alpen High Performance Products, Kite Hill, Rachio and Soupergirl. Mr. Khoury is on the board of directors of Impact Capital Managers, a network of impact-focused private capital fund managers in the U.S. and Canada. Mr. Khoury is on the Board of Trustees of the MD/DC chapter of the Nature Conservancy. Mr. Khoury received his B.S. in Finance from Lehigh University. We believe that Mr. Khoury is qualified to serve on our Board because of his extensive finance and investment experience. | | | | | Favorite farm memory: Our family visits to local apple orchards and pumpkin patches with our three daughters. They are now in high school and college, so our visits have become less frequent the past few years. |
Information About Our Continuing Directors
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Compensation Philosophy, Objectives, and Design
| COMPENSATION OBJECTIVE | HOW WE ACCOMPLISH THE OBJECTIVE | | Pay for performance | • Annual short-term incentive program tied to achievement of financial goals • Significant portion of CEO and other NEO compensation consists of equity-based incentives • Introduction of performance stock units in 2024, to vest only upon achievement of certain financial targets | | Talent attraction and retention | • Annual review with independent compensation consultant to ensure program is competitive for top executive talent • Time-based equity incentives with three-year vesting periods to encourage retention of key executives | | Balance short-term and long-term interests | • Pay mix that includes incentives tied to both annual and long-term company financial metrics • Utilization of multiple performance metrics in short-term and long-term incentive plans to balance top-line and bottom-line financial goals | | Alignment with purpose and mission | • Comprehensive annual review process for executive pay determinations, driven by financial and strategic performance, demonstration of organizational core competencies and advancement of our mission to bring ethical food to the table |
Compensation Governance and Responsibilities
| THINGS WE DO | | | | Pay for Performance: Regular review to ensure appropriate amount of NEO compensation is variable and “at risk” | | | Comprehensive Annual Review: Annual Compensation Committee review of compensation strategy to ensure competitiveness and alignment with market best practices | | | Stock Ownership Guidelines: Minimum NEO stock ownership required, further aligning interests with stockholders | | | Incentive Recoupment (Clawback) Policy: Adopted in compliance with SEC rules and Nasdaq listing standards to mandate recovery of compensation upon a financial restatement | | | Fully Independent Compensation Committee and Compensation Consultant: Annual reviews of independence of Committee members and outside compensation consultant | | | Regular Peer Group Review: Comprehensive annual review to ensure the appropriate peer group is considered when establishing executive compensation | | | Risk Management: Review and consideration to ensure that incentive plans do not encourage excessive risk-taking or create material risk for the Company | | | At-Will Employment: No guaranteed term of employment for any NEO |
Compensation Governance and Responsibilities
| THINGS WE DON’T DO | | | | No Multi-Year Guaranteed Compensation: Employment arrangements do not guarantee any level of compensation over multiple years | | | No Dividends on Unvested Equity: Our equity plan provides that no dividends or equivalents may be paid on unvested equity awards | | | No Excessive Personal Benefits (Perquisites): NEOs do not receive excessive perquisites, and tax gross-ups are not provided for the limited NEO perquisites | | | No Hedging or Similar Transactions: NEOs are prohibited from hedging and derivative transactions involving Company stock; pledging of shares allowed in limited circumstances and subject to Board approval | | | No Uncapped Award Opportunities: Short-term and long-term incentive awards are subject to maximum award amounts | | | No Severance Solely upon Change in Control: Severance arrangements with NEOs following change in control apply only upon termination (double-trigger) |
Roles and Responsibilities of the Compensation Committee, Independent Compensation Consultant, and CEO
Roles and Responsibilities of the Compensation Committee, Independent Compensation Consultant, and CEO
Independent Compensation Consultant
Independent Compensation Consultant Since 2020, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook was engaged to provide market data, to analyze practices of the Company’s compensation peer group and market trends generally, and to conduct an assessment of the cash and equity compensation of the Company’s executive officers in comparison to similarly situated executive officers in our peer group companies. FW
Independent Compensation Consultant
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Independent Compensation Consultant
Cook provides additional services and analysis throughout the year at the Compensation Committee’s request, including realizable pay analyses and periodic updates on market compensation trends. FW Cook also provides consultation with respect to the compensation of our non-employee Board members. During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq, the Compensation Committee engaged FW Cook to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. The Compensation Committee has assessed FW Cook’s independence and determined that FW Cook had no conflicts of interest in connection with its provisions of services to the Compensation Committee.
Compensation Peer Group and Selection Process
Compensation Peer Group and Selection Process In consultation with FW Cook, the Compensation Committee reviews our peer group on an annual basis. The Compensation Committee’s considerations when selecting our compensation peer group include the following:
Compensation Peer Group and Selection Process
| • | Industry Relevance: Preference for high sales growth companies in the consumer packaged goods space |
Compensation Peer Group and Selection Process
| • | Revenue: Annual revenues targeted at 1/3x to 3.0x the Company’s projected revenue |
Compensation Peer Group and Selection Process
| • | Market Capitalization: Targeted at less than $4 billion |
Compensation Peer Group and Selection Process
| • | Pay Disclosure and Practices: Public companies with adequate levels of pay disclosure, avoiding companies with non-traditional pay practices |
Compensation Peer Group and Selection Process
| • | Additional Qualifications: Preference for companies with recent initial public offerings, high sales growth companies, and companies with similar employee headcount |
Compensation Peer Group and Selection Process
Our Compensation Committee utilizes the data and analysis from FW Cook to evaluate and determine appropriate levels of overall compensation for our executive officers, as well as each separate element of compensation, to be consistent and competitive with our peer group. While our compensation peer group is an important reference point when making executive compensation determinations, the Compensation Committee does not have any formal, binding benchmark policy Based on consultation with FW Cook, the Compensation Committee determined that, for purposes of the fiscal year ended December 29, 2024, our peer group for compensation purposes would consist of the entities listed below:
Compensation Peer Group and Selection Process
| The Simply Good Foods Company (Nasdaq: SMPL) | The Duckhorn Portfolio, Inc. (formerly NYSE: NAPA) | | SunOpta Inc. (Nasdaq: STKL) | The Honest Company, Inc. (Nasdaq: HNST) | | Sovos Brands, Inc. (formerly Nasdaq: SOVO) | PetMed Express, Inc. (Nasdaq: PETS) | | MGP Ingredients, Inc. (Nasdaq: MGPI) | Limoneira Company (Nasdaq: LMNR) | | Freshpet, Inc. (Nasdaq: FRPT) | Whole Earth Brands, Inc. (formerly Nasdaq: FREE) | | Nature’s Sunshine Products, Inc. (Nasdaq: NATR) | Vita Coco Company, Inc. (Nasdaq: COCO) | | Celsius Holdings, Inc. (Nasdaq: CELH) | Beyond Meat, Inc. (Nasdaq: BYND) | | e.l.f. Beauty, Inc. (NYSE: ELF) | Zevia PBC (NYSE: ZVIA) |
Compensation Peer Group and Selection Process
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Annual Compensation Review Process
Based on a comprehensive review, the Compensation Committee considers and approves on an annual basis the base salary, bonus target and measurement metrics, and long-term incentive plan awards for each of the Chief Executive Officer and other Company executives. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the determination of his compensation is conducted by the Compensation Committee. The Chief Executive Officer does not participate in the discussion or approval of his own compensation. The Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives at one or more meetings generally held during the first quarter of the year. This schedule allows the Compensation Committee to have sufficient understanding of the previous year’s financial results and progress toward strategic priorities before making its annual determinations. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.
Base Salary
Base Salary Base salaries for our NEOs are set annually by our Compensation Committee. Base salary is informed by peer group data, and the Compensation Committee generally targets base salary within a competitive range of the median for equivalent officer positions within our peer group. The Compensation Committee considers annually (or upon a material change in an officer’s position or responsibilities) whether any changes should be made to the base salaries of our executive officers. We do not provide formulaic or guaranteed base salary increases; instead, the Compensation Committee considers factors that include Company and individual performance, national salary increase levels, talent development and retention, peer group competitiveness, internal pay equity and (with respect to NEOs other than the CEO) the recommendation of the CEO. In 2024, the Compensation Committee reviewed the base salaries of our NEOs and approved increases to base salaries in amounts ranging from approximately 3.5% to 5.0% for each of our NEOs. Based on its subjective judgement, our Compensation Committee approved these increases were appropriate in light of each executive’s individual performance and as a cost-of-living adjustment informed by competitive market data provided by FW Cook. For fiscal 2024, our NEO base salaries were as follows:
Annual Performance-Based Cash Incentives
Annual Performance-Based Cash Incentives Each of our NEOs participates in our annual performance-based incentive program. Each year, the Compensation Committee establishes for each NEO an incentive program target, expressed as a percentage of the NEO’s base salary. The incentive program targets are based on peer group data and the role and responsibilities of the individual NEO. The Compensation Committee also determines the relevant financial performance metrics used to determine whether the annual incentives have been earned. For fiscal 2024, our NEO annual incentive program targets were as follows:
Annual Performance-Based Cash Incentives
| NAMED EXECUTIVE OFFICER | 2024 BASE SALARY | 2024 TARGET | | Russell Diez-Canseco | $725,000 | 100% | | Thilo Wrede | $430,000 | 60% | | Joanne Bal | $400,000 | 60% | | Stephanie Coon | $375,000 | 60% | | Kathryn McKeon | $375,000 | 60% |
Annual Performance-Based Cash Incentives
The fiscal 2024 annual incentive program was based on achievement of established net revenue and Adjusted EBITDA targets for the full fiscal year. The targets were the result of a goal-setting process that involved the Company’s management team and Compensation Committee and reflected the Company’s expectations for continued growth. The Compensation Committee approved for fiscal 2024 a net revenue target of $560.0 million and an Adjusted EBITDA target of $61.4 million. Adjusted EBITDA is a non-GAAP financial measure and is reconciled to net income, its closest comparable GAAP measure, in Annex B.
Annual Performance-Based Cash Incentives
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Annual Performance-Based Cash Incentives
The Compensation Committee also approved an incentive payout mechanism based on these targets. In addition to establishing net revenue and Adjusted EBITDA targets, the Compensation Committee also established threshold and maximum achievement levels for each metric. The tables below further set forth the payment methodology upon achievement or failure to achieve each of the net revenue and Adjusted EBITDA targets:
Payment Methodology – Net Revenue Metric (50%)
| Percent of net revenue target achieved | <90% | 90% | 90%-100% | 100%-115% | >115% | | Payout of the portion of incentive based on net revenue metric | 0% payout | 50% payout | 50% - 100% payout, based on straight line interpolation | 100% - 200% payout, based on straight line interpolation | 200% payout |
Payment Methodology – Adjusted EBITDA Metric (50%)
| Percent of adjusted EBITDA target achieved | <85% | 85% | 85%-100% | 100%-120% | >120% | | Payout of the portion of incentive based on Adjusted EBITDA metric | 0% payout | 25% payout | 25% - 100% payout, based on straight line interpolation | 100% - 200% payout, based on straight line interpolation | 200% payout |
Payment Methodology – Adjusted EBITDA Metric (50%)
| NAMED EXECUTIVE OFFICER | 2024 SALARY | APPROVED BONUS AMOUNT | | Russell Diez-Canseco | $725,000 | $1,268,750 | | Thilo Wrede | $430,000 | $451,500 | | Joanne Bal | $400,000 | $420,000 | | Stephanie Coon | $375,000 | $393,750 | | Kathryn McKeon | $375,000 | $393,750 |
Long-Term Equity Incentive Program
Long-Term Equity Incentive Program We provide long-term equity incentives to our executive officers through annual grants made pursuant to our 2020 Equity Incentive Plan (“2020 Plan”). Our Compensation Committee believes such grants are essential to meeting our compensation objectives of paying for performance, attracting and retaining top talent and balancing short-term and long-term interests. Equity awards under this program are granted by the Compensation Committee at the time of an executive officer’s initial hire, during our annual grant process in the first quarter of each year and at other times based on the Compensation Committee’s discretion. Our practice is to provide annual grants with a grant date of at least two business days after the date we publicly release our full fiscal year earnings for the previous fiscal year. For fiscal year 2024, the Compensation Committee approved awards to our executives consisting of performance-vesting restricted stock units (“PSUs”) and time-vesting restricted stock units (“RSUs”). Based on individual and Company performance, market and peer group data provided by FW Cook, and internal pay equity, each NEO is provided a targeted dollar value of equity awards, with the total dollar value allocated between PSUs and RSUs as determined by the Compensation Committee. For fiscal year 2024, the Compensation Committee determined that equity awards made to our NEOs would consist of 50% PSUs and 50% RSUs, a mix that the Compensation Committee believes strikes the right balance between the retentive nature of RSUs and the variable, performance-based nature of PSUs. While previous years’ equity grants consisted of a mix of RSUs and stock options, for fiscal year 2024, the Compensation Committee decided to utilize PSUs in lieu of stock option grants to further reinforce our commitment to align executive pay with the Company’s performance and with the long-term financial goals deemed most important to the Company’s business. The Compensation Committee annually considers the appropriate mix of equity awards and incorporates performance-based equity awards when it determines that important milestones should form the basis of a performance-based equity grant and that such a grant would not promote excessive risk taking that could adversely impact the Company. PSUs: Each PSU represents a right to receive between 0% and 200% of a target number of shares of our common stock upon vesting. Subject to the applicable NEO’s continued service, PSUs granted for fiscal year 2024 will vest at the end of a performance period ending December 27, 2026 (the last day of our fiscal year 2026) based on the achievement of financial performance metrics determined by the Compensation Committee in February 2024. We believe this vesting period helps ensure that we retain top executive talent and align the interests of our NEOs with the long-term interests of the Company and its stockholders. Our fiscal year 2024 PSUs are tied to the achievement of net revenue (50% weighting) and Adjusted EBITDA Margin (50% weighting) performance metrics, measured based on our net revenue and Adjusted EBITDA Margin in our existing product categories for fiscal year 2026. The net revenue and Adjusted EBITDA Margin performance targets established by the Compensation Committee are intended to be challenging and are aligned with the Company’s ambitious long-term vision, reflecting the Compensation Committee’s desire to reward exceptional performance. Adjusted EBITDA Margin is a non-GAAP financial measure and is reconciled to net income margin, its closest comparable GAAP measure, in Annex B.
Long-Term Equity Incentive Program
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Long-Term Equity Incentive Program
In addition to establishing net revenue and Adjusted EBITDA targets, the Compensation Committee also established threshold and maximum achievement levels for each metric. If a metric is below the established threshold, zero shares will be issued for the portion of the PSUs attributable to that metric. If a metric is above the established maximum, two shares will be issued for each of the PSUs attributable to that metric. The payout calculation for our fiscal year 2024 PSUs is summarized below:
Long-Term Equity Incentive Program
| NET REVENUE ACHIEVEMENT IN FY2026 | BELOW THRESHOLD | AT THRESHOLD | AT TARGET | AT OR ABOVE MAXIMUM | | Vesting of the portion of PSUs based on Net Revenue Metric | 0% | 50% | 100% | 200% |
Long-Term Equity Incentive Program
| ADJUSTED EBITDA MARGIN ACHIEVEMENT IN FY2026 | BELOW THRESHOLD | AT THRESHOLD | AT TARGET | AT OR ABOVE MAXIMUM | | Vesting of the portion of PSUs based on Adjusted EBITDA Margin Metric | 0% | 50% | 100% | 200% |
Long-Term Equity Incentive Program
For amounts between the threshold and maximum, shares will be awarded based on straight line interpolation. We believe disclosing specific targets while the performance period is ongoing could cause competitive harm. However, such targets will be disclosed in our fiscal year 2027 following the determination of achievement of the financial performance metrics by the Compensation Committee. As soon as practicable following the end of our fiscal year 2026, the Compensation Committee will determine the achievement of each of the net revenue and Adjusted EBITDA Margin goals and will, in its discretion, make a final determination of the PSUs that will vest and number of shares of our common stock that will be issued. RSUs: Each RSU represents the right to receive one share of our common stock upon vesting. Subject to the applicable NEO’s continued service, our fiscal year 2024 RSUs will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. We believe that a three-year vesting schedule for RSUs is appropriate for the retention of talent and strikes a balance between short-term and long-term incentives, in line with our overall compensation strategy. RSU awards encourage retention through vesting over the recipient’s continued employment with us, cover fewer shares than stock options, minimize dilution to stockholders, are straightforward and understandable to our crew members, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. Based on individual and Company performance, market and peer group data provided by FW Cook and internal pay equity, each NEO is provided a targeted dollar value of equity awards, with the total dollar value allocated between PSUs and RSUs as determined by the Compensation Committee. A summary of the equity awards granted to our NEOs for fiscal year 2024 is below:
Long-Term Equity Incentive Program
| NAMED EXECUTIVE OFFICER | RSUs GRANTED | PSUs GRANTED | | Russell Diez-Canseco | 95,283 | 95,283 | | Thilo Wrede | 21,438 | 21,438 | | Joanne Bal | 19,533 | 19,533 | | Kathryn McKeon | 20,724 | 20,724 | | Stephanie Coon | 20,009 | 20,009 |
Severance and Change of Control Benefits
Severance and Change of Control Benefits Regardless of the manner in which a NEO’s service terminates, each NEO is entitled to receive amounts earned during the term of service, including unpaid salary. Pursuant to our employment agreement with Mr. Diez-Canseco and our Change in Control Severance Plan (the “Severance Plan”) for all other NEOs, our NEOs are entitled to certain severance benefits upon an involuntary termination without cause (and not due to death or disability) or upon a resignation for good reason, either alone or immediately before or within 12 months following a change in control of our Company, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. For Mr. Diez-Canseco, cause, change in control, disability and good reason are defined in his employment agreement, and such terms are defined for our other NEOs in our Severance Plan. The Compensation Committee believes that that these severance benefits are necessary to provide stability among our NEOs, to focus our NEOs on our business operations and to encourage continued attention and dedication to duties without distractions in connection with a potential change in control transaction or period of uncertainty.
Severance and Change of Control Benefits
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Severance and Change of Control Benefits
For a detailed description of the severance provisions contained in Mr. Diez-Canseco’s employment agreement and the Severance Plan, see “Executive Officer and Director Compensation—Employment Arrangements” and “Executive Officer and Director Compensation—Potential Payments upon Termination or Change of Control” below.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and Chief Financial Officer, as well as the three other most highly compensated executive officers, or collectively, the NEOs, during the fiscal years indicated:
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Russell Diez-Canseco | 2024 | 711,539 | — | 3,999,980(5) | — | 1,268,750 | 19,080 | 5,999,349 | | President and Chief Executive Officer | 2023 | 686,539 | — | 560,009 | 839,995 | 1,050,000 | 18,630 | 3,155,173 | | | 2022 | 625,002 | — | 320,007 | 479,996 | 718,750 | 17,430 | 2,161,185 | | Thilo Wrede(7) | 2024 | 421,731 | — | 899,967(5) | — | 451,500 | 13,560 | 1,786,758 | | Chief Financial Officer | 2023 | 316,962 | 200,000(6) | 425,006 | 424,998 | 292,167 | 12,374 | 1,671,507 | | Joanne Bal(8) | 2024 | 392,596 | — | 819,995(5) | — | 420,000 | 11,560 | 1,644,152 | | General Counsel, Corporate Secretary & Head of Impact | | | | | | | | | | Stephanie Coon(8) | 2024 | 368,077 | — | 839,978(5) | — | 393,750 | 11,560 | 1,613,365 | | Senior Vice President, Strategy | | | | | | | | | | Kathryn McKeon(8) | 2024 | 368,077 | — | 869,994(5) | — | 393,750 | 11,560 | 1,643,381 | | Chief Marketing Officer and General Manager, Butter | | | | | | | | |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the fiscal years presented. See “Compensation Discussion and Analysis—Components / Elements of Compensation Program—Base Salary” above. |
Summary Compensation Table
| (2) The amounts shown for stock and option awards represent the aggregate grant date fair value of the awards granted to our NEOs during the years indicated as computed in accordance with ASC 718. See Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in our Annual Report for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our awards. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the NEOs. For additional information on these awards, please see “Outstanding Equity Awards at Fiscal Year-End.” |
Summary Compensation Table
| (3) See “Compensation Discussion and Analysis—Components / Elements of Compensation Program—Annual Performance-Based Cash Incentives” above for a description of the material terms of the program pursuant to which this compensation was awarded. The amounts shown for non-equity incentive plan compensation represent amounts earned for the fiscal years presented, whether or not actually paid during such year. |
Summary Compensation Table
| (4) Includes matching contributions to 401(k) plans in the amounts of $12,350, $12,350, $10,350, $10,350 and $10,350 for Mr. Diez-Canseco, Mr. Wrede, Ms. Bal, Ms. Coon and Ms. McKeon, respectively; life insurance premium payments in the amounts of $80 for each of Mr. Diez-Canseco, Mr. Wrede, Ms. Bal, Ms. Coon and Ms. McKeon, respectively; and, for Mr. Diez-Canseco vehicle allowance of $6,000, for the fiscal year ended December 29, 2024. |
Summary Compensation Table
| (5) Amounts shown include the grant date fair value of each named executive officer’s PSU award. In valuing the PSU awards, we assumed the probable achievement of the target levels for the performance goals. The value of the PSUs granted in 2024, assuming that the highest tier of achievement of the company’s performance goals under the terms of the PSU awards is achieved or exceeded (e.g., 200%), is as follows for each of the NEOs: Mr. Diez-Canseco: $3,999,980; Mr. Wrede: $899,967; Ms. Bal: $819,995; Ms. Coon: $839,978; and Ms. McKeon: $869,994. |
Summary Compensation Table
| (6) Represents a one-time sign-on bonus to Mr. Wrede in connection with his offer of employment as our Chief Financial Officer. |
Summary Compensation Table
| (7) Because Mr. Wrede was not an NEO in 2022, his compensation for such year is not required to be reported. |
Summary Compensation Table
| (8) Because each of Ms. Bal, Ms. Coon and Ms. McKeon was not an NEO in 2023 or 2022, their compensation for such years are not required to be reported. |
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our NEOs during the fiscal year ended December 29, 2024. All equity plan awards were made pursuant to our 2020 Plan.
Grants of Plan-Based Awards
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | NAME | GRANT TYPE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Russell Diez-Canseco | Annual Cash | — | 271,875 | 725,000 | 1,450,000 | | | | | | | | PSU | 3/11/2024 | | | | 47,642 | 95,283 | 190,566 | | 1,999,990 | | | RSU | 3/11/2024 | | | | | | | 95,283(4) | 1,999,990 | | Thilo Wrede | Annual Cash | — | 96,750 | 258,000 | 516,000 | | | | | | | | PSU | 3/11/2024 | | | | 10,719 | 21,438 | 42,876 | | 449,984 | | | RSU | 3/11/2024 | | | | | | | 21,438(4) | 449,984 | | Joanne Bal | Annual Cash | — | 90,000 | 240,000 | 480,000 | | | | | | | | PSU | 3/11/2024 | | | | 9,767 | 19,533 | 39,066 | | 409,998 | | | RSU | 3/11/2024 | | | | | | | 19,533(4) | 409,998 | | Kathryn McKeon | Annual Cash | — | 84,375 | 225,000 | 450,000 | | | | | | | | PSU | 3/11/2024 | | | | 10,362 | 20,724 | 41,448 | | 434,997 | | | RSU | 3/11/2024 | | | | | | | 20,724(4) | 434,997 | | Stephanie Coon | Annual Cash | — | 84,375 | 225,000 | 450,000 | | | | | | | | PSU | 3/11/2024 | | | | 10,005 | 20,009 | 40,018 | | 419,989 | | | RSU | 3/11/2024 | | | | | | | 20,009(4) | 419,989 |
Grants of Plan-Based Awards
| (1) The amounts shown in the “Target” column represent target bonus amounts for each NEO for the fiscal year ended December 29, 2024 and the amounts in the “Threshold” and “Maximum” columns represent the dollar amount that would be payable if each performance goal were achieved at the threshold and maximum levels, respectively, as described in more detail in the section titled “Compensation Discussion and Analysis—Components / Elements of Compensation Program—Annual Performance-Based Cash Incentives” above. These amounts do not represent the actual bonus payments received by our NEOs for the fiscal year ended December 29, 2024. The dollar value of the actual bonus payments is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |
Grants of Plan-Based Awards
| (2) The amounts set forth in the “Target” column represent target PSU amounts for each NEO for the fiscal year ended December 29, 2024 under our 2020 Plan and do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended December 29, 2024. Threshold and maximum amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (50%) and maximum (200%) level. |
Grants of Plan-Based Awards
| (3) Amounts reported represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs under our 2020 Plan, computed in accordance with ASC 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options and RSUs reported in this column are set forth in Note 16 “Stock-Based Compensation” to our audited consolidated financial statements included in our Annual Report. This amount does not reflect the actual economic value that may be realized by the NEO. |
Grants of Plan-Based Awards
| (4) The RSUs vest in three equal annual installments commencing on March 11, 2025, subject to the NEO’s continuous service with us as of the applicable vesting date. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the NEOs that were outstanding as of December 29, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UN-EXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($)(4) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | | Russell Diez-Canseco | 8/28/2019 | 249,448 | | 5.33 | 8/28/2029 | | | | | | | 7/30/2020 | 18,750 | | 22.00 | 7/30/2030 | | | | | | | 3/22/2021 | 71,564 | | 25.78 | 3/22/2031 | | | | | | | 3/10/2022 | | 39,800(2) | 12.81 | 3/10/2032 | | | | | | | 3/10/2022 | | | | | 8,327(2) | 310,972 | | | | | 3/13/2023 | 25,821 | 102,922(2) | 15.31 | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 24,385(2) | 910,658 | | | | | 3/11/2024 | | | | | 95,283(2) | 3,558,344 | | | | | 3/11/2024 | | | | | | | 95,283(3) | 3,558,344 | | Thilo Wrede | 3/17/2023 | 29,069 | 58,137(2) | 13.91 | 3/17/2033 | | | | | | | 3/17/2023 | | | | | 20,369(2) | 760,680 | | | | | 3/11/2024 | | | | | 21,438(2) | 800,602 | | | | | 3/11/2024 | | | | | | | 21,438(3) | 800,602 | | Joanne Bal | 4/26/2021 | 72,486 | | 25.56 | 4/26/2031 | | | | | | | 3/10/2022 | | | | | 13,010(2) | 485,858 | | | | | 3/13/2023 | 12,253 | 24,505(2) | 15.31 | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 8,708(2) | 325,200 | | | | | 3/11/2024 | | | | | 19,533(2) | 729,460 | | | | | 3/11/2024 | | | | | | | 19,533(3) | 729,460 | | Stephanie Coon | 8/9/2021 | 42,656 | | 17.29 | | | | | | | | 3/10/2022 | | | | | 7,806(2) | 291,515 | | | | | 3/13/2023 | 10,721 | 21,442(2) | 15.31 | | | | | | | | 3/13/2023 | | | | | 7,620(2) | 284,569 | | | | | 3/11/2024 | | | | | 20,009(2) | 729,460 | | | | | 3/11/2024 | | | | | | | 20,009(3) | 729,460 |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UN-EXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($)(4) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(4) | | Kathryn McKeon | 9/12/2016 | 12,300 | | 3.25 | 9/12/2026 | | | | | | | 7/1/2018 | 12,300 | | 3.67 | 7/1/2028 | | | | | | | 7/30/2020 | 6,250 | | 22.00 | 7/30/2030 | | | | | | | 3/22/2021 | 7,156 | | 25.78 | 3/22/2031 | | | | | | | 3/10/2022 | | | | | 5,854(2) | 218,618 | | | | | 3/13/2023 | 10,721 | 21,442(2) | | 3/13/2033 | | | | | | | 3/13/2023 | | | | | 7,620(2) | 284,569 | | | | | 3/11/2024 | | | | | 20,724(2) | 773,938 | | | | | 3/11/2024 | | | | | | | 20,724(3) | 773,938 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Equity awards granted prior to July 30, 2020 were granted under our 2013 Incentive Plan (“2013 Plan”) and equity awards granted on or after July 30, 2020 were granted under our 2020 Plan. Our 2013 Plan was suspended when our 2020 Plan became effective on July 30, 2020; however, awards outstanding under our 2013 Plan continue in full effect in accordance with their existing terms. All vesting is subject to the individual’s continuous service with us through the vesting dates. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The shares subject to this award vest in equal annual installments over three years from the date of the grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The PSUs are subject to the achievement of net revenue (50% weighting) and Adjusted EBITDA Margin (50% weighting) performance metrics, measured based on our net revenue and Adjusted EBITDA Margin in our existing product categories for fiscal year 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Market values are calculated based on the closing market price of our common stock as reported on the Nasdaq Global Select Market on December 27, 2024, which was $37.345 per share. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises and shares of common stock vested during the fiscal year ended December 29, 2024 with respect to our NEOs.
Option Exercises and Stock Vested
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Russell Diez-Canseco | 1,251,106 | 34,073,926 | 22,945 | 482,274 | | Thilo Wrede | — | — | 10,185 | 219,792 | | Joanne Bal | — | — | 19,812 | 424,266 | | Kathryn McKeon | — | — | 9,908 | 205,599 | | Stephanie Coon | 30,000 | 589,582 | 14,026 | 313,468 |
Option Exercises and Stock Vested
| (1) The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the exercise price of the applicable options and does not represent actual amounts received by our NEOs as a result of the option exercises. |
Option Exercises and Stock Vested
| (2) The value realized on vesting is based on the total number of shares of common stock issued to each NEO upon the vesting of the RSU award multiplied by the closing price of our common stock on the vesting date and does not represent actual amounts received by our NEOs as a result of the vesting event. |
Option Exercises and Stock Vested
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In addition to their respective offer letter agreements, each NEO, other than Mr. Diez-Canseco, is a participant in our Severance Plan. Pursuant to the Severance Plan, upon either a termination by the Company without cause or resignation for good reason (either, a “Covered Termination”) during a Change in Control Period (as defined in the Severance Plan), each participant will be eligible to receive (i) severance payments, in the form of salary continuation, in an amount equal to (a) 12 months of such participant’s then-current base salary, plus (b) the amount of such participant’s target bonus under the Company’s annual bonus program; (ii) the prior fiscal year bonus based on actual performance, if unpaid at the time of termination; (iii) the pro rata portion of such participant’s current target bonus, prorated to reflect the partial year of service; (iv) reimbursement of COBRA premiums for a period of up to 12 months; (v) 100% acceleration of unvested equity awards (including those that vest upon satisfaction of performance criteria); and (vi) a three-month post-termination exercise period for any vested stock options granted on or after the effective date of the Severance Plan. Pursuant to the Severance Plan, if each participant is subject to a Covered Termination other than during a Change in Control Period, such participant will be eligible to receive (i) severance payments, in the form of salary continuation, in an amount equal to 12 months of such participant’s then-current base salary; (ii) the prior fiscal year bonus based on actual performance, if unpaid at the time of termination; (iii) reimbursement of COBRA premiums for a period of up to 12 months; and (iv) a three-month post-termination exercise period for any vested stock options granted on or after the effective date of the Severance Plan. Pursuant to the Severance Plan, upon each participant’s death or disability, such participant shall be eligible to receive (i) the pro rata portion of such participant’s current bonus, prorated to reflect the partial year of service, based on actual performance; (ii) the prior fiscal year bonus based on actual performance, if unpaid at the time of termination; (iii) 100% acceleration of unvested equity awards (including those that vest upon satisfaction of performance criteria); and (iv) a post-termination exercise period of 12 months (in the case of disability) or 18 months (in the case of death) for any vested stock options granted on or after the effective date of the Severance Plan. In addition, pursuant to the terms of the outstanding equity awards granted under the Company’s 2020 Plan, in the event of certain specified other transactions, if the surviving or acquiring corporation (or its parent) does not assume, continue or substitute for such stock awards, then (i) with respect to stock awards that are held by participants whose continuous service has not terminated prior to the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (meaning at 100% of target level for certain performance awards, unless the administrator or relevant award agreement provides otherwise) to a date prior to the corporate transaction, and such stock awards will terminate if not exercised (if applicable) at or prior to the corporate transaction, and (ii) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the corporate transaction.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
The table below shows estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company and/or upon a change in control, calculated as if the triggering event had occurred effective December 27, 2024, the last business day of our previous fiscal year. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct.
Potential Payments upon Termination or Change in Control
| NAME | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL | 2020 PLAN — CHANGE IN CONTROL(1) | | Russell Diez-Canseco | | | | | Cash Severance (Salary) | $1,450,000 | $1,450,000 | — | | Cash Severance (Bonus) | $1,450,000 | — | — | | Equity Acceleration(2) | $11,582,698 | — | $11,582,698 | | Health Benefits | $31,827 | $31,827 | — | | Thilo Wrede | | | | | Cash Severance (Salary) | $430,000 | $430,000 | — | | Cash Severance (Bonus) | $516,000 | — | — | | Equity Acceleration(2) | $3,724,324 | — | $3,724,324 | | Health Benefits | $21,218 | $21,218 | — | | Joanne Bal | | | | | Cash Severance (Salary) | $400,000 | $400,000 | — | | Cash Severance (Bonus) | $480,000 | — | — | | Equity Acceleration(2) | $2,809,946 | — | $2,809,946 | | Health Benefits | $14,405 | $14,405 | — | | Stephanie Coon | | | | | Cash Severance (Salary) | $375,000 | $375,000 | — | | Cash Severance (Bonus) | $450,000 | — | — | | Equity Acceleration(2) | $2,543,030 | — | $2,543,030 | | Kathryn McKeon | | | | | Cash Severance (Salary) | $375,000 | $225,000 | — | | Cash Severance (Bonus) | $450,000 | — | — | | Equity Acceleration(2) | $2,523,537 | — | $2,523,537 | | Health Benefits | $20,688 | $20,688 | — |
Potential Payments upon Termination or Change in Control
| (1) These benefits would be payable under the 2020 Plan upon certain specified significant transactions in which the surviving or acquiring corporation elects not to assume, continue or substitute for each outstanding award and such NEO’s employment continues, assuming the vesting acceleration took place on December 29, 2024. |
Potential Payments upon Termination or Change in Control
| (2) The value of acceleration of stock options is calculated based on the difference between the closing price of our common stock on December 27, 2024, the last trading day of fiscal year 2024 (which was $37.345 per share), and the exercise price of stock options multiplied by the number of unvested stock options that vest in connection with the applicable triggering event. The value of acceleration of RSUs is calculated based on the difference between the closing price of our common stock on December 27, 2024, the last trading day of fiscal year 2024 (which was $37.345 per share) multiplied by the number of unvested RSUs that vest in connection with the applicable triggering event. |
Potential Payments upon Termination or Change in Control
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Non-Employee Director Compensation
Non-Employee Director Compensation
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the fiscal year ended December 29, 2024. Directors who are also our employees (that is, Mr. Diez-Canseco and Mr. O’Hayer) receive no additional compensation for their service as directors and are not set forth in the table below.
Non-Employee Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($) | | Kofi Amoo-Gottfried | 62,500 | 90,032 | 152,532 | | Glenda Flanagan | 62,500 | 90,032 | 152,532 | | Kelly J. Kennedy | 80,000 | 90,032 | 170,032 | | Karl Khoury | 70,000 | 90,032 | 160,032 | | Denny Marie Post | 77,500 | 90,032 | 167,532 | | Gisel Ruiz | 72,500 | 90,032 | 162,532 |
Non-Employee Director Compensation
| (1) The amounts shown for stock awards represent the aggregate grant date fair value of the awards granted to our non-employee directors during the years indicated as computed in accordance with ASC 718. See Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in our Annual Report for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our awards. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the non-employee directors upon the vesting of the awards or the sale of the common stock underlying such awards. |
Non-Employee Director Compensation
| (2) The following table provides information regarding the aggregate number of stock and option awards granted to our non-employee directors that were outstanding as of December 29, 2024: |
Non-Employee Director Compensation
| NAME | STOCK AWARDS (#) | OPTION AWARDS (#) | | Kofi Amoo-Gottfried | 2,136 | — | | Glenda Flanagan | 2,136 | — | | Kelly J. Kennedy | 2,136 | 26,141 | | Karl Khoury | 2,136 | — | | Denny Marie Post | 2,136 | 26,141 | | Gisel Ruiz | 2,136 | 17,136 |
PEO
| FISCAL YEAR (A) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) (B) | COMPENSATION ACTUALLY PAID TO PEO (2) (C) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (3) (D) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (4) (E) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($M) (7) (H) | NET REVENUE ($M) (8) (I) | | | | | | | TOTAL SHAREHOLDER RETURN (5) (F) | PEER GROUP TOTAL SHAREHOLDER RETURN (6)(7) (G) | | | | 2024 | $5,999,349 | $20,174,397 | $1,671,914 | $4,386,504 | $215.74 | $94.47 | $53.39 | $606.3 | | 2023 | $3,155,173 | $2,564,064 | $1,506,020 | $1,513,756 | $90.64 | $98.46 | $25.57 | $471.9 | | 2022 | $2,161,185 | $1,164,975 | $1,238,608 | $1,191,558 | $89.43 | $107.76 | $1.25 | $362.1 |
PEO
| (2) The dollar amounts shown represent compensation actually paid to Mr. Diez-Canseco, as determined in accordance with SEC rules. The dollar amounts do not necessarily reflect the actual amount of compensation earned or realized by him for the applicable year. The following table sets forth the adjustments included in the compensation actually paid calculation, per SEC rules, for Mr. Diez-Canseco: |
PEO
| (4) The dollar amounts shown represent average compensation actually paid to our non-PEO NEOs, as determined in accordance with SEC rules. The dollar amounts do not necessarily reflect the actual average amount of compensation earned or realized by them for the applicable year. The following table sets forth the adjustments included in the compensation actually paid calculation, per SEC rules, for our non-PEO NEOs: |
Pay Versus Performance Descriptive Disclosure
Pay Versus Performance Descriptive Disclosure The following graphs set forth the relationship between Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs to each of (i) the Company’s cumulative TSR and the cumulative TSR of the Nasdaq US Smart Food & Beverage Index, (ii) our net income and (iii) our company-selected measure, net revenue:
Pay Versus Performance Descriptive Disclosure
| 68 | 2025 Proxy Statement | |
Arrangements with Directors and Executive Officers
Arrangements with Directors and Executive Officers See the sections titled “Executive Officer and Director Compensation—Director Compensation” and “Executive Officer and Director Compensation—Executive Officer Compensation” for additional information regarding our compensatory arrangements with our directors and executive officers.