DEF 14A of Laird Superfood, Inc.
Filed May 15, 2024 · FY20230001437749-24-017091
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election We are asking you to vote for the election of Geoffrey T. Barker, Maile Naylor, Patrick Gaston, Greg Graves, Laird Hamilton, Grant LaMontagne, and Jason Vieth (collectively, the “Director Nominees”), as directors, each to serve a one-year term expiring at our 2025 Annual Meeting of Stockholders. Our Board currently consists of seven members and is unclassified.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Directors and Director Nominees
Directors and Director Nominees The following table sets forth the name, age and position of the directors currently serving on our Board, which constitute the Director Nominees:
Directors and Director Nominees
| Name | Age | Positions | | Geoffrey T. Barker | 62 | Independent Chairman | | Patrick Gaston | 66 | Director | | Greg Graves | 63 | Director | | Laird Hamilton | 60 | Co-Founder, Chief Innovator and Director | | Grant LaMontagne | 68 | Director | | Maile Naylor | 50 | Director | | Jason Vieth | 51 | President, Chief Executive Officer and Director |
Background and Experience
Background and Experience Biographical information for each director, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years is listed below. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and corporate governance committee and our Board that each such person should serve as a director.
Background and Experience
| Geoffrey T. Barker | | | Independent Chairman Director Since 2020 Age 62 Other Public Boards: • Smartsheet, Inc. | Experience and Expertise Mr. Barker has been a member of our Board, and Chair, since our IPO in September 2020. Mr. Barker has been a member of the Board of Directors of Smartsheet, Inc. (NYSE: SMAR), since 2012, and its Chair since 2016. Mr. Barker cofounded RPX Corporation, a provider of patent risk management solutions, and from 2008 to July 2016, Mr. Barker served in several positions including as Director, Chief Operating Officer, and Co-CEO. Mr. Barker has co-founded several businesses, including Vigilos, Inc., an enterprise security solutions provider, and the Cobalt Group, an online marketing services company. In addition to Smartsheet, Mr. Barker currently serves on the board of directors of a number of private companies. Mr. Barker holds a B.A. in Economics from Tufts University and an M.B.A. from Columbia University. | | | Qualifications: • Extensive entrepreneurial experience. • Extensive operational and leadership experience. • Public company board and financing experience. |
Background and Experience
| Patrick Gaston | | | Independent Director Since 2021 Age 66 Other Public Boards: • Bed Bath & Beyond, Inc. (through 2020) | Experience and Expertise Mr. Gaston has served as a member of our Board since September 2021. Mr. Gaston is the former chairman of the board of directors of Bed Bath & Beyond, Inc. He had previously served as co-chair of Bed Bath & Beyond’s Compensation Committee and is formerly a member of the Bed Bath & Beyond’s Audit Committee. Mr. Gaston is also President and CEO of PG Consulting, a management consulting company founded by Mr. Gaston in 2012 that assists corporations and non-profits in building Corporate Social Responsibility (CSR), ESG strategies, Strategic Planning, Private/Public Partnerships and Philanthropic strategies. He holds a B.A. in management from the University of Massachusetts and an M.B.A. from Northeastern University. | | | Qualifications • Extensive leadership and Corporate Social Responsibility (CSR) experience. • Public company board and committee experience. |
Background and Experience
| Greg Graves | | | Independent Director Since 2018 Age 63 Other Public Boards: • SkyWater Technology • Plug Power Inc. (through 2019) | Experience and Expertise Mr. Graves has served as a member of our Board since 2018. He served as Chief Financial Officer of Entegris, Inc. from April 2007 until his retirement in May 2023, and previously served as Senior Vice President, Strategic Planning & Business Development. Prior to joining Entegris in September 2002, Mr. Graves held positions in investment banking and corporate development, including at Piper Jaffray, RBC (Dain Rauscher) and The Pillsbury Company. Since March 2022, Mr. Graves has served on the Board of Directors of SkyWater Technology (semiconductor specialty foundry) where he is a member of the Audit Committee. From May 2017 to June 2019, Mr. Graves served as a director and Chairman of the audit committee of Plug Power Inc. (NASDAQ: PLUG), an energy solutions provider. Mr. Graves has served on the Board of Directors of the Minneapolis Heart Institute Foundation since May 2016 and has been Chairman of the Audit and Finance Committee since April 2019. Mr. Graves holds a B.A. and Master’s in Accounting and Taxation from the University of Alabama and an M.B.A. from the University of Virginia. | | | Qualifications • Extensive public company management experience. • Financial reporting and accounting expertise. • Significant enterprise risk management experience. |
Background and Experience
| Laird Hamilton | | | Co-Founder & Chief Innovator Director Since 2015 Age 60 | Experience and Expertise Mr. Hamilton co-founded Laird Superfood and has served as a member of our Board since its founding in 2015. Mr. Hamilton is an American athlete best known for his accomplishments in big wave surfing. Over the past 25 years, Mr. Hamilton has also been hailed as an innovator in several crossover board sports, including tow-in surfing, stand-up paddle boarding and hydrofoil boarding. For the past decade Mr. Hamilton has been focused on bringing his expertise and passion for fitness and nutrition to the masses. He has accomplished this by creating and co-founding several businesses focused on this mission. Most notably, in June 2015, Mr. Hamilton co-founded Laird Superfood, Inc. to focus on introducing his nutritional ideas to the broader public. Mr. Hamilton also co-created XPT Extreme Performance Training, a performance lifestyle brand, the following year to focus on his philosophies in exercise and lifestyle. | | | Qualifications • Role as co-founder of the Company and his involvement in the development of the Company’s products and direction. • Extensive personal experience with athletic endeavors, nutrition, and innovation. |
Background and Experience
| Grant LaMontagne | | | Independent Director Since 2021 Age 68 | Experience and Expertise Mr. LaMontagne has served as a member of our Board since December 2021. Mr. LaMontagne has over 40 years of experience in the consumer packaged goods (“CPG”) industry, leading large consumer package goods customer organizations as SVP, Chief Customer Officer at Clorox Co. (NYSE: CLX) through 2013 and President, Consumer Sales/Customer Development, Kimberly-Clark North America through November 2017. He has a proven track record of building branded businesses and developing the people, capabilities and organizational structures necessary to achieve robust business results. Since January 2018, Mr. LaMontagne has served as a Senior Advisor for McKinsey & Company, focused specifically on creating single multifunctional strategic/demand plans driven by consumer segmentation, category growth ideas, and integrated commercial plans. He currently serves as the non-executive Board Chair for Acosta Sales & Marketing, one of the industry’s leading brand building agencies. Mr. LaMontagne holds a B.A. in Finance from the University of Massachusetts Amherst. | | | Qualifications • Extensive consumer packaged goods (CPG) experience. • Extensive sales and marketing experience. • Extensive operational and leadership experience. |
Background and Experience
| Maile Naylor | | | Independent Director Since 2020 Age 50 Other Public Boards: • BJ’s Wholesale Club | Experience and Expertise Maile Naylor has served on our Board since our IPO in September 2020. Ms. Naylor has been a member of the Board of Directors of BJ’s Wholesale Club (NYSE: BJ) since 2019. Ms. Naylor spent twenty-five years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an Investment Officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Naylor also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. Ms. Naylor is currently a member of the Boston Ballet Board of Overseers. She holds a bachelor’s degree in Finance from Boston University and is a CFA charter holder. | | | Qualifications • Extensive investment management experience and investment analyst experience. • Financial reporting and accounting expertise. |
Background and Experience
| Jason Vieth | | | President & Chief Executive Officer Director Since 2022 Age 51 | Experience and Expertise Jason Vieth joined the Company as its President and Chief Executive Officer and as a director on January 31, 2022. Mr. Vieth’s extensive experience in the food and beverage industry includes his most recent position as Executive Vice President of Sovos Brands from January 2021, where he managed the Breakfast and Snacks Group. Mr. Vieth’s prior experience includes nearly a decade spent at WhiteWave Foods from January 2008 to April 2017, most recently as Senior Vice President and General Manager of the yogurt business that included Horizon Organic, Wallaby Organic, Silk and So Delicious. In addition, he has led other food and beverage businesses such as Poppi a producer of prebiotic soda, from April 2019 to January 2020, and Lifetime Fitness’ Life Café from April 2017 to April 2020. In addition, Mr. Vieth has nearly a decade of management consulting experience between The Boston Consulting Group and Accenture. Mr. Vieth holds a B.S. in Finance from Miami University and an M.B.A. from the Kellogg School of Management at Northwestern University. | | | Qualifications • Extensive operating and management experience in the food and beverage industry. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program At the time of our IPO, we adopted a non-employee director compensation plan (the “Non-Employee Director Compensation Plan”). Under the Non-Employee Director Compensation Plan, each non-employee director receives an annual cash retainer and an annual equity grant. The Board has fixed the cash retainer for non-employee directors at $45,000 per year, with an additional cash retainer payable for service as Chair of the Board of $25,000 per year. Each member of the Nominating and Corporate Governance Committee and the Compensation Committee receives an additional $4,000 per year and each member of the Audit Committee receives an additional $7,000, with the chairs of each committee receiving twice the applicable amount for their service. Each non-employee director also receives an annual equity award issued under the Incentive Plan with a grant date fair value of $55,000, which vests after one year; however, the Board made an exception in 2022 and granted annual equity awards with a grant date fair value of approximately $30,000. Each non-employee director may choose to have their equity awarded as stock options, restricted stock units (“RSUs”), or a 50/50 split. Both the cash retainer and equity awards are pro-rated for non-employee directors joining mid-year. It is the Company’s current practice that directors who are also employees, such as Messrs. Vieth and Hamilton, are not entitled to receive compensation for their services as directors. No per meeting fees are paid. We reimburse non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. The table below sets forth information on the compensation of all our non-employee directors for the year ended December 31, 2023. Messrs. Hamilton and Vieth, our Chief Innovator and Chief Executive Officer, respectively, are also members of the Board, but did not receive any additional compensation for service as a director.
Director Compensation Table
Director Compensation Table
Fiscal Year 2023
| | Fees earned or paid in cash | Stock awards (1) | Total | | Name | | | | | Geoffrey T. Barker | 77,000 | 36,000 | 113,000 | | Greg Graves | 64,000 | 36,000 | 100,000 | | Maile Naylor | 60,000 | 36,000 | 96,000 | | Patrick Gaston | 59,000 | 36,000 | 95,000 | | Grant LaMontagne | 54,000 | 36,000 | 90,000 |
Outstanding Equity Awards for Directors at Fiscal Year-End
Outstanding Equity Awards for Directors at Fiscal Year-End The following table provides information regarding equity awards held by our directors that were outstanding as of December 31, 2023:
Outstanding Equity Awards for Directors at Fiscal Year-End
| Name | Options Outstanding | RSUs Outstanding | | | # | # | | Geoffrey T. Barker | — | 40,000 | | Greg Graves | 4,647 | 40,000 | | Maile Naylor | 4,000 | 40,000 | | Patrick Gaston | — | 40,000 | | Grant LaMontagne | — | 40,000 |
Elements of Compensation
| • | performance-based bonuses; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Stock Awards ($) (2) | Total ($) | | Jason Vieth, CEO | 2023 | 383,333 | 170,000 | 16,221 | 120,107 | 689,661 | | | 2022 | 368,182 | 287,833 | 676,115 | 996,250 | 2,328,380 | | Anya Hamill, CFO | 2023 | 263,542 | 116,875 | 27,665 | 40,500 | 448,582 | | | 2022 | 155,152 | 107,688 | 78,105 | 101,499 | 442,444 | | Andy Judd, Former CCO (3) | 2023 | 134,548 | — | — | — | 134,548 | | | 2022 | 261,174 | 206,253 | 197,260 | 374,000 | 1,038,687 | | Steve Richie, General Counsel and Secretary | 2023 | 263,542 | 116,875 | 27,665 | 40,500 | 448,582 | | | 2022 | 109,407 | 39,188 | 51,817 | 95,500 | 295,912 |
Summary Compensation Table
| (1) The amounts shown in this column represent the aggregate grant-date fair value of stock options granted under the Incentive Plan to our NEOs, as computed in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating the fair value of the stock options are set forth in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. | | (2) This column reflects the aggregate grant date fair value of RSUs granted under our Incentive Plan to our NEOs, as computed in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating the fair value of the RSUs are set forth in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023. | | (3) Mr. Judd resigned effective August 4, 2023. |
Summary Compensation Table
Employment Arrangements We have entered into employment agreements with each of our NEOs. The employment agreements do not provide for a fixed employment term and set forth the executive’s annual salary, target bonus, if any, eligibility for employee benefits, the terms of equity grants, customary proprietary information assignment provisions, and non-competition and non-solicitation restrictions. The key terms of employment with our named executive officers are further described below. Jason Vieth In connection with Mr. Vieth’s appointment as President and Chief Executive Officer, the Company entered into an employment agreement (the “Vieth Employment Agreement”) with Mr. Vieth that provides for the following benefits, among other provisions:
Summary Compensation Table
| • | an annual base salary of $400,000; |
Summary Compensation Table
| • | an annual bonus opportunity of up to 100% of base salary based on the achievement of performance goals, with a target payout of 50% of base salary; |
Summary Compensation Table
| • | a $114,000 signing bonus subject to repayment if Mr. Vieth voluntarily resigns without good reason (as defined in the Vieth Employment Agreement) or the Company terminates Mr. Vieth’s employment for cause (as defined in the Vieth Employment Agreement) prior to the first anniversary of the Employment Agreement; |
Summary Compensation Table
| • | RSUs relating to 125,000 shares of common stock, vesting over four years; |
Summary Compensation Table
| • | stock options to purchase 50,000 shares of common stock with an exercise price of $25.00 per share, and stock options to purchase 150,000 shares of common stock with an exercise price equal to the grant date fair value of the Company’s common stock, in each case vesting 25% on the first anniversary of the effective date of the Vieth Employment Agreement and ratably thereafter over the following 12 quarters (such stock options together with the RSUs in the preceding bullet, the “Inducement Grants”); and |
Summary Compensation Table
| • | a payment equal to 12 months base salary and COBRA coverage for up to 12 months if Mr. Vieth resigns for good reason or the Company terminates Mr. Vieth’s employment without cause, or, if such resignation or termination occurs within two years following a change in control (as defined in the Vieth Employment Agreement), a payment equal to 24 months base salary, COBRA coverage for up to 18 months, the vesting of all of Mr. Vieth’s equity awards, and a cash payment equal to $1,000,000 less the fair market value of the Inducement Grants at the time of the change in control. |
Summary Compensation Table
Mr. Vieth is also eligible to participate in the Company’s equity incentive plans and long-term incentive plans and other benefits available to the Company’s executive officers. In addition, the Company entered into an indemnification agreement with Mr. Vieth on terms substantially similar to the terms of the form of indemnification agreement filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on September 10, 2020. Effective May 1, 2024, the Board determined to increase Mr. Vieth's annual salary from $400,000 to $500,000 for fiscal year 2024. Anya Hamill The Company entered into an employment agreement (the “Hamill Employment Agreement“) with Anya Hamill, who served as interim Chief Financial Officer beginning in May 2022 and was appointed to the role of permanent Chief Financial Officer as of November 4, 2022. The Hamill Employment Agreement provides for the following benefits, among other provisions:
Summary Compensation Table
| • | an annual base salary of $275,000; |
Summary Compensation Table
| • | an annual bonus opportunity of up to 100% of base salary based on the achievement of performance goals, with a target payout of 50% of base salary; |
Summary Compensation Table
| • | RSUs relating to 50,000 shares of common stock, vesting over four years; |
Summary Compensation Table
| • | stock options to purchase 50,000 shares of common stock with an exercise price equal to the grant date fair value of the Company’s common stock, vesting over four years; and |
Summary Compensation Table
| • | a payment equal to 12 months base salary and COBRA coverage for up to 12 months if Ms. Hamill resigns for good reason or the Company terminates Ms. Hamill’s employment without cause, and, if such resignation or termination occurs within two years following a change in control (as defined in the Hamill Employment Agreement), the vesting of all of Ms. Hamill’s equity awards. |
Summary Compensation Table
Ms. Hamill is also eligible to participate in the Company’s equity incentive plans and long-term incentive plans and other benefits available to the Company’s executive officers. In addition, the Company entered into an indemnification agreement with Ms. Hamill on terms substantially similar to the terms of the form of indemnification agreement filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on September 10, 2020. Effective May 1, 2024, the Board determined to increase Ms. Hamill's annual salary from $275,000 to $300,000 for fiscal year 2024. Andy Judd The Company entered into an employment agreement (the “Judd Employment Agreement”) with Andy Judd, our former Chief Commercial Officer. The Judd Employment Agreement provided for the following benefits, among other provisions:
Summary Compensation Table
| • | an annual base salary of $350,000; |
Summary Compensation Table
| • | an annual bonus opportunity of up to 100% of base salary based on the achievement of performance goals, with a target payout of 50% of base salary; |
Summary Compensation Table
| • | a signing bonus of $100,000; | | • | RSUs relating to 100,000 shares of common stock, vesting over four years; |
Summary Compensation Table
| • | stock options to purchase 100,000 shares of common stock with an exercise price equal to the grant date fair value of the Company’s common stock, vesting over four years; and |
Summary Compensation Table
| • | a payment equal to 12 months base salary and COBRA coverage for up to 12 months if Mr. Judd resigned for good reason or the Company terminated his employment without cause, and, if such resignation or termination occurred within two years following a change in control (as defined in the Judd Employment Agreement), the vesting of all of Mr. Judd’s equity awards. In the case of a change in ownership, the severance payment would have been equal to 24 months of base salary and COBRA coverage. |
Summary Compensation Table
Prior to his resignation effective August 4, 2023, Mr. Judd was also eligible to participate in the Company’s equity incentive plans and long-term incentive plans and other benefits available to the Company’s executive officers. In addition, the Company entered into an indemnification agreement with Mr. Judd on terms substantially similar to the terms of the form of indemnification agreement filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on September 10, 2020. Mr. Judd resigned effective August 4, 2023, and as a result, the Judd Employment Agreement was terminated. In connection with Mr. Judd’s resignation, his outstanding unvested equity awards were forfeited. Steve Richie The Company entered into an employment agreement (the “Richie Employment Agreement”) with Steve Richie, the General Counsel and Corporate Secretary. The Richie Employment Agreement provides for the following benefits, among other provisions:
Summary Compensation Table
| • | an annual base salary of $275,000; |
Summary Compensation Table
| • | an annual bonus opportunity of up to 100% of base salary based on the achievement of performance goals, with a target payout of 50% of base salary; |
Summary Compensation Table
| • | RSUs relating to 50,000 shares of common stock, vesting over four years; |
Summary Compensation Table
| • | stock options to purchase 50,000 shares of common stock with an exercise price equal to the grant date fair value of the Company’s common stock, vesting over four years; and |
Summary Compensation Table
| • | a payment equal to 12 months base salary and COBRA coverage for up to 12 months if Mr. Richie resigns for good reason or the Company terminates Mr. Richie’s employment without cause, and, if such resignation or termination occurs within two years following a change in control (as defined in the Richie Employment Agreement), the vesting of all of Mr. Richie’s equity awards. |
Summary Compensation Table
Mr. Richie is also eligible to participate in the Company’s equity incentive plans and long-term incentive plans and other benefits available to the Company’s executive officers. In addition, the Company entered into an indemnification agreement with Mr. Richie on terms substantially similar to the terms of the form of indemnification agreement filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on September 10, 2020. Retirement Plans We have not maintained, and do not currently intend to maintain, a defined benefit pension plan or nonqualified deferred compensation plan.
Outstanding Equity Awards and Year-End
Outstanding Equity Awards and Year-End The following table provides information regarding equity awards held by our NEOs that were outstanding as of December 31, 2023. The equity incentive plan awards presented below were awarded under our Incentive Plan. There are no other equity incentive awards, options, shares, units of shares, or other rights owned by our NEOs outside of those presented in the table that follows.
Outstanding Equity Awards and Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Jason Vieth | 32,812 | 42,188(2) | 7.64 | 1/31/2032 | — | — | — | — | | | 21,875 | 28,125(2) | 25.00 | 1/31/2032 | — | — | — | — | | | 32,812 | 42,188(3) | 7.21 | 2/3/2032 | — | — | — | — | | | — | 100,000(7) | 0.81 | 4/3/2033 | — | — | — | — | | | — | — | — | | 70,313(2) | 63,985 | — | — | | | — | — | — | | 100,000(7) | 91,000 | — | — | | Anya Hamill | 5,882 | —(4) | 3.17 | 5/5/2032 | — | — | — | — | | | 11,030 | 3,676(5) | 3.17 | 5/5/2032 | — | — | — | — | | | 12,500 | 37,500(6) | 1.53 | 11/4/2032 | — | — | — | — | | | — | 50,000(7) | 0.81 | 4/3/2033 | — | — | — | — | | | — | — | — | | 5,915(5) | 5,383 | — | — | | | — | — | — | | 37,500(6) | 34,125 | — | — | | | — | — | — | | 50,000(7) | 45,500 | — | — | | Steve Richie | 12,500 | 37,500(8) | 1.91 | 6/30/2023 | — | — | — | — | | | — | 50,000(7) | 0.81 | 4/3/2033 | — | — | — | — | | | — | — | — | | 37,500(8) | 34,125 | — | — | | | — | — | — | | 50,000(7) | 45,500 | — | — |
Outstanding Equity Awards and Year-End
| (1) The market value of unvested awards is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing sales price of our common stock on December 31, 2023, the last trading day of the year, which was $0.91. | | (2) These awards vest in four equal annual tranches ending January 31, 2026. | | (3) These awards vest in four equal annual tranches ending February 3, 2026. | | (4) These awards vested in full on May 5, 2023. | | (5) These awards vest in four equal annual tranches ending May 5, 2026. | | (6) These awards vest in four equal annual tranches ending November 4, 2026. | | (7) These awards vest in four equal annual tranches ending April 4, 2027. | | (8) These awards vest in four equal annual tranches ending June 30, 2026. |
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers All members of our Board and all of our executive officers are eligible for awards under the Incentive Plan and, thus, have a personal interest in the approval of the Incentive Plan.