DEF 14A of Mama's Creations, Inc.
Filed Jun 15, 2023 · FY20230001493152-23-021467
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of nine authorized directors. However, in June 2023, the Board voted to reduce the size of the Board to eight directors, to be effective immediately following the Annual Meeting. In connection with this reduction, Mr. Stengel is not being renominated as director at the Annual Meeting. He will remain as a director through the date of the Annual Meeting. The Board thanks Mr. Stengel for his contributions and service to the Board since 2021. A total of eight directors will be elected at the Annual Meeting to serve until the next annual stockholder meeting. The persons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the stockholders returning such proxies. If no choice has been specified by a stockholder, the shares will be voted FOR the nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES FOR ELECTION AS DIRECTOR
NOMINEES FOR ELECTION AS DIRECTOR The following sets forth certain information about each of the director nominees:
Adam L. Michaels, age 47
Adam L. Michaels, age 47 Adam Michaels has been Chief Executive Officer of the Company and member of the Board of Directors since September 2022 and has served as Chairman of the Board of Directors since February 2023. Mr. Michaels is an experienced food industry executive and former management consultant. Prior to MamaMancini’s, Adam worked at Mondelez International, a multinational food and beverage company. Over the past nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy. Adam was most recently responsible for M&A and Commercial activities within North American Ventures – a business unit comprised of smaller, high-growth brands. Before joining Mondelez, Mr. Michaels was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the food & beverage sector. Mr. Michaels holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania. The Board determined that Mr. Michaels is qualified to serve as a director given his extensive food & beverage experience, corporate strategy background, understanding of consumer insights & analytics, and prior work accelerating brands across their growth lifecycles. Matthew Brown, age 54. Mr. Brown has been our Director and President since February 2010. From April 2001 until January 2012, Mr. Brown was President of Hors D’oeuvres Unlimited. Mr. Brown has an M.B.A. from the University of Illinois and a B.A. from the University of Michigan. MamaMancini’s believes that Mr. Brown’s work with, and insight into, the sales and marketing of products in the food industry is a valuable asset to the Company. In evaluating Mr. Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors. Steven Burns, age 62. Steven Burns has been Executive Vice President of the Company since February 1, 2020. He has over 30 years of experience in the investment, management and operations transformation across industries including high quality and healthy food services, real estate, clean and efficient energy sources and healthcare technology. Mr. Burns has served as a director of Mama Mancini's from February 2010 through the present. Prior to that, for a period of 24 years he worked at and was senior executive at Accenture where he led the U.S. Health Insurance Industry Program comprised of approximately 600 professionals. He also has sat on various financial committees and boards of directors throughout his career. Mr. Burns received his B.S. in Business Management from Boston College in 1982. In evaluating Mr. Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies, and his proven track record of success in such endeavors. Independent Directors: Alfred D’Agostino, age 69. Mr. D’Agostino has been our Director since February 2010. Since 2001, Mr. D’Agostino has served as President of World Wide Sales Inc., a perishable food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Mr. D’Agostino was Vice President of the perishable business unit at Marketing Specialists, a national food brokerage, for over five years. Mr. D’Agostino graduated from the City College of New York, receiving a B.S. in Business Management. In evaluating Mr. D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors.
Shirley Romig, age 45
Shirley Romig, age 45 Shirley Romig has been our Director since March 2023. Ms. Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer and technology organizations. Most recently, Ms. Romig was the CEO and Co-Founder of Mixo Group, Inc., a digital creator platform for the $1.7T food market from February 2022 to December 2022. Previously, she was Vice President with Lyft, leading Global Operations, East and Canada from 2019 to 2022. From 2017-2019, Ms. Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President. From 2016-2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency. From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada. Ms. Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com. Earlier in her career, Ms. Romig worked in equity research and digital and strategy consulting. Ms. Romig also serves on the Board of Directors for Lovesac, a publicly traded home furnishings company as the Chair of the Nominating and Governance Committee. Ms. Romig holds an M.B.A. from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia. In nominating Ms. Romig as a director, the board considered her expertise in leading transformational initiatives across a number of industries, background in growth strategy implementation and public company experience. Thomas Toto, age 68. Mr. Toto has been our Director since February 2010 and has over 30 years of experience in the management and ownership of food brokerage and food distribution companies. From 2009 through 2021, Mr. Toto was Senior Business Manager of World Wide Sales Inc., a perishable food broker servicing the New York/New Jersey metropolitan and Philadelphia marketplaces. Prior to this, Mr. Toto was a Division President for DCI Cheese Co., an importer and distributor of cheese. Mr. Toto has an M.B.A. and a B.A. from Seton Hall University. Since 2021, Mr. Toto has focused on his consulting business, Amandex Corp, where he is President. MamaMancini’s believes that Mr. Toto’s experience in managing food brokerage and food distribution companies will assist us. In evaluating Mr. Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors. Dean Janeway, age 79. Mr. Janeway has been our Director since 2012. Mr. Janeway is an executive with more than 40 years of broad leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial management. From 1966 through 2011, Mr. Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative in the United States. From 1966 through 1990, Mr. Janeway advanced through various positions of increasing responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions. From 1990 through 1995 Mr. Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions. From 1995 until his retirement in 2011, Mr. Janeway served as President and Chief Operating Officer of “Wakefern” providing primary oversight for the company’s financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations, corporate social responsibility, sustainability initiatives and member relations. Mr. Janeway previously served as the chairman for the National Grocers Association from 1993 through 2001. From 2009 through the present, Mr. Janeway has served as the Chairman of the Foundation for the University of Medicine and Dentistry of New Jersey. The Board of Directors determined that Mr. Janeway’s qualifications to serve as a director include his notable business and leadership experience in all areas of management, particularly in the food industry. He also has experience in the area of wholesale distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of success in such endeavors will be invaluable to the Company going forward.
DIRECTOR’S COMPENSATION
DIRECTOR’S COMPENSATION The following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2023 and 2022.
DIRECTOR’S COMPENSATION
| Name and Principal Position (a) | Year | Fees earned or paid in cash ($) (b) | Stock Awards ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | All Other Compensation ($) (f) | Total ($) (g) | | Director | 2023 | 19,456 | 0 | 0 | 0 | 0 | 19,456 | | Carl Wolf (1) | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | | Director | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | | Steven Burns (2) | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | | Director | 2023 | 38,000 | 0 | 0 | 0 | 0 | 38,000 | | Alfred D’Agostino (3) | 2022 | 39,500 | 0 | 0 | 0 | 0 | 39,500 | | Director | 2023 | 38,000 | 0 | 0 | 0 | 0 | 38,000 | | Thomas Toto (4) | 2022 | 39,500 | 0 | 0 | 0 | 0 | 39,500 | | Director | 2023 | 38,000 | 0 | 0 | 0 | 0 | 38,000 | | Dean Janeway (5) | 2022 | 39,500 | 0 | | 0 | 0 | 39,500 | | Director | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | | Meghan Henson (6) | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | | Director | 2023 | 38,000 | 0 | 0 | 0 | 0 | 38,000 | | Michael Stengel (7) | 2022 | 34,500 | 0 | 0 | 0 | 0 | 34,500 |
DIRECTOR’S COMPENSATION
| 1. | Mr. Wolf was appointed as a director of the Company on January 24, 2013 and resigned effective January 31, 2023. | | 2. | Mr. Burns was appointed as a director of the Company on January 24, 2013. | | 3. | Mr. D’Agostino was appointed as a director of the Company on January 24, 2013. | | 4. | Mr. Toto was appointed as a director of the Company on January 24, 2013. | | 5. | Mr. Janeway was appointed as a director of the Company on January 24, 2013. | | 6. | Ms Henson was appointed as a director of the Company on November 21, 2022. | | 7. | Mr. Stengel was appointed as a director of the Company on June 24, 2021. | | 8. | Ms. Romig was appointed as a director of the Company on March 9, 2023. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year(5) | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | | Carl Wolf | 2023 | $142,167 | 0 | 0 | 0 | 0 | 0 | 0 | $142,167 | | Former CEO/Chairman(1) | 2022 | $215,000 | 0 | 0 | 0 | 0 | 0 | 0 | $215,000 | | Adam L. Michaels CEO/Chairman (2) | 2023 | 135,417 | 0 | 0 | 0 | 0 | 0 | 0 | $135,417 | | Matt Brown | 2023 | $213,000 | 0 | 0 | 0 | 0 | 0 | 11,800 | $224,800 | | President(3) | 2022 | $216,153 | 25,000 | 0 | 0 | 0 | 0 | 0 | $241,153 | | Steven Burns | 2023 | $227,000 | 0 | 0 | 0 | 0 | 0 | 0 | $227,000 | | Executive VP (4) | 2022 | $229,000 | 25,000 | 0 | 0 | 0 | 0 | 0 | $254,000 | | Lawrence Morgenstein CFO(5) | 2023 | $137,666 | 6,000 | 0 | 0 | 0 | 0 | 2,673 | $146,339 | | | 2022 | $125,781 | 6,000 | 0 | 0 | 0 | 0 | 0 | $131,781 | | Anthony Gruber CFO(6) | 2023 | $93,750 | 0 | 0 | 0 | 0 | 0 | 0 | $93,750 | | | 2022 | $0 | | 0 | 0 | 0 | 0 | 0 | $0 |
Summary Compensation Table
| 1. | Mr. Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013 and resigned effective September 5, 2022. | | 2. | Mr. Michaels was appointed Chief Executive Officer of the Company on September 6, 2022. He was later appointed Chairman of the Board on February 1, 2023 upon Mr. Wolf’s resignation as Chairman of the Board on the close of business on January 31, 2023. | | 3. | Mr. Brown was appointed President of the Company on January 24, 2013. | | 4. | Mr. Burns was appointed Executive Vice President of the Company in February 1, 2020. | | 5. | Mr. Morgenstein was appointed Chief Financial Officer on April 1, 2018 and served in that capacity until September 6, 2022, and left the Company’s employ effective January 31, 2023. | | 6. | Mr. Gruber was appointed Chief Financial Officer of the Company effective September 19, 2022. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Number of Shares or Units of Stock That Have Not Vested ($) (h) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j) | | Carl Wolf | | | | | | | | | | | Former Chief Executive Officer | - | - | - | - | - | - | - | - | - | | Adam L. Michaels | | | | | | | | | | | CEO/Chairman (2) | - | - | - | - | - | - | - | - | - | | Matthew Brown | | | | | | | | | | | President | - | - | - | - | - | - | - | - | - | | Steven Burns Executive Vice President; Director | | | | | | | | | | | | 50,000 | - | - | $0.39 | 4/13/2023 | | | | | | | 25,000 | - | - | $0.80 | 9/3/2023 | | | | | | | 50,000 | - | - | $0.52 | 7/30/2024 | | | | | | Alfred D’Agostino Director | | | | | | | | | | | | 50,000 | - | - | $0.39 | 4/13/2023 | | | | | | | 25,000 | - | - | $0.80 | 9/3/2023 | | | | | | | 50,000 | - | - | $0.52 | 7/30/2024 | | | | | | Thomas Toto Director | | | | | | | | | | | | 50,000 | - | - | $0.39 | 4/13/2023 | | | | | | | 25,000 | - | - | $0.80 | 9/3/2023 | | | | | | | 50,000 | - | - | $0.52 | 7/30/2024 | | | | | | Dean Janeway | | | | | | | | | | | Director | 50,000 | - | - | $0.39 | 4/13/2023 | | | | | | | 25,000 | - | - | $0.80 | 9/3/2023 | | | | | | | 50,000 | - | - | $0.52 | 7/30/2024 | | | | | | Lawrence Morgenstein Former Chief Financial Officer | 7,500 | - | - | $0.73 | 11/30/2023 | | | | | | | 7,500 | - | - | $0.74 | 3/31/2024 | | | | | | | 7,500 | - | - | $0.70 | 9/30/2024 | | | | | | | 7,500 | - | - | $1.16 | 3/31/2025 | | | | |
Pay versus Performance
Pay versus Performance The following table provides information required by Item 402(v) of Regulation S-K.
Pay versus Performance
| Year | Summary Comp. Table Total for Former PEO(1) | Compensation Actually Paid to Former PEO(1) | Summary Comp. Table Total for Current PEO(1) | Compensation Actually Paid to Current PEO(1) | Average Summary Comp. Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: Total Stockholder Return(3) | Net Income | | 2023 | $142,167 | $142,167 | $135,417 | $135,417 | $172,972 | $172,972 | $106.94 | $2,302,674 | | 2022 | $215,000 | $215,000 | — | — | $206,978 | $206,978 | $103.74 | $(251,296) |
Pay versus Performance
| (1) The Former PEO is Carl T. Wolf. The Current PEO is Adam L. Michaels, who joined the Company in September 2022. For 2023, the Non-PEO NEOs were Matthew Brown, Steven Burns, Lawrence Morgenstein and Anthony Gruber. For 2022, the Non-PEO NEOs were Matt Brown, Steven Burns and Lawrence Morgenstein. | | (2) As calculated in accordance with Item 402(v) of Regulation S-K, no adjustments were made from the Total Compensation from the Summary Compensation Table to Compensation Actually Paid for our former PEO, current PEO or other NEOs in either year presented. As such, a reconciliation of adjustments between Total Compensation from the Summary Compensation Table to Compensation Actually Paid is not provided. | | (3) Assumes a hypothetical $100 investment on January 31, 2021, and assumes that all dividends (if applicable) were reinvested. |