DEF 14A of Mama's Creations, Inc., May 20, 2024

DEF 14A of Mama's Creations, Inc.

Filed May 20, 2024 · FY20240001493152-24-020687

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of eight authorized directors. 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.

  2. NOMINEES FOR ELECTION AS DIRECTOR

    NOMINEES FOR ELECTION AS DIRECTOR The following sets forth certain information about each of the director nominees: Lynn Blake, age 57. Lynn Blake has over 30 years of financial leadership experience, including Chief Financial Officer experience at multiple publicly traded companies, a private equity-owned portfolio company, and a venture-backed startup. Most recently, Ms. Blake was Chief Financial Officer of Nuwellis, Inc., a medical device company, from October 2022 to September 2023. Prior to this, she was Managing Director at Growth Operators, a business consulting firm, from January 2020 to October 2022. Before this, Ms. Blake was Chief Financial Officer at Tactile Systems Technology, Inc., a medical device development company, from April 2016 to September 2018. Her career began in the management development track at Honeywell International, and subsequent key highlights include successful public markets execution and transaction experience as a C-suite executive at several publicly traded companies. Currently, Ms. Blake serves on various private and non-profit boards, including iterro, Inc., Elire, Inc., Volunteers of America and the CFO Leadership Council. Ms. Blake holds a BBA in Accounting & Finance from the University of Wisconsin – Madison, as well as an MBA from the Carlson School of Management at the University of Minnesota. Steven Burns, age 63. Mr. Burns has been Executive Vice President of the Company since February 1, 2020. He was appointed the Company’s Chief Administrative Officer of the Company on October 9, 2023. 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 the Company 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. Alfred D’Agostino, age 70. Mr. D’Agostino has over 35 years of experience in the management and ownership of food brokerage and food distribution companies. Mr. D’Agostino has served as a director of the Company from February 2010 through the Present. Beginning in March 2001 and still presently, he serves as the President for WorldWide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from September 1995 until February 2001 as Vice-President of the perishable business unit at Marketing Specialists, a nationwide food brokerage. Previously, from February 1987 until August 1995 he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises. 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. Mr. D’Agostino received his B.S. in Business Management from the City College of New York in 1974 Meghan Henson, age 55. Meghan Henson is an experienced senior human resources executive with experience across several industries. She has served since 2023 as Senior Vice President, Chief People Officer of Aetna, a CVS Health Company, of Hartford, CT. Prior to this role, she served as Executive Vice President, Chief Human Resources Officer of Avantor, Radnor, PA from 2020 to 2023. Previously, she served as Chief Human Resources Officer of XPO Logistics, Greenwich, CT from 2016-2020. She served as Executive Vice President, Chief Human Resources Officer, Chubb Insurance, Warren, NJ from 2013-2016 after serving in various Human Resources leadership roles with PepsiCo from 2004-2013. Prior to PepsiCo, she served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004 and Manager, HR and Change Management for Towers Perrin (now Willis Towers Watson) from 1997-2001. She holds an MBA with emphasis in Organizational Behavior from the University of Michigan and a Bachelor of Arts, Political Science and East Asian Studies at University of Wisconsin – Madison. During her tenure at the University of Wisconsin – Madison, she was elected Student Body President. The board determined that Ms. Henson’s breadth of executive experience and expertise in leading human resources functions for large companies would provide valuable insight to the board. Dean Janeway, age 80. Mr. Janeway has served as a director of the Company 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. Mr. Janeway received his B.A. in Marketing from Rutgers University. Adam L. Michaels, age 47. Adam Michaels was appointed Chief Executive Officer and a member of the Board of Directors of the Company effective September 6, 2022 and was appointed Chairman of the Board effective February 1, 2023.

  3. NOMINEES FOR ELECTION AS DIRECTOR

    Mr. Michaels is an experienced food industry executive and former management consultant. Prior to joining the Company, Adam worked at Mondelez International, a multinational food and beverage company. Over 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, Adam was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage sector. Adam 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. Shirley Romig, age 46. Shirley 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. 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 (Nasdaq: LOVE), a publicly traded home furnishings company, and is 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 69. Mr. Toto has over 40 years of experience in the management and ownership of food brokerage and food distribution companies. Mr. Toto has served as a director of the Company from February 2010 through the Present. From June 2009 to May 2022, he served as the Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from September 2007 until May 2009 as a Division President for DCI Cheese Co., a private equity owned company that imported and distributed various kinds of cheeses and dairy products. Previously from March 1993 until September 2007 he was the President and owner of Advantage International Foods Corporation, where he ran the day-to-day operations of marketing, and distributing cheese, dairy and related products from around the world to various major retailers, independents, club stores, and food service operators. Mr. Toto received his B.A. from Seton Hall University in 1976 and his M.B.A. from Seton Hall University in 1979. 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 importing, marketing and distribution as well as other food related industries, his knowledge of running and managing companies as a professional manager and as an entrepreneur; and his proven track record of success in such endeavors. RECOMMENDATION OF THE BOARD OF DIRECTORS: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

  4. DIRECTOR’S COMPENSATION

    DIRECTOR’S COMPENSATION The following Director Compensation Table sets forth the compensation of our directors for the fiscal year ending January 31, 2024.

  5. DIRECTOR’S COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Alfred D’Agostino | 40,000 | 40,000 | 80,000 | | Thomas Toto | 40,000 | 40,000 | 80,000 | | Dean Janeway | 40,000 | 40,000 | 80,000 | | Meghan Henson | 40,000 | 40,000 | 80,000 | | Michael Stengel (2) | 20,000 | 0 | 20,000 | | Shirley Romig (3) | 36,667 | 40,000 | 76,667 | | Lynn Blake (4) | — | 28,333 | 28,333 |

  6. DIRECTOR’S COMPENSATION

    | 1. | Represents the grant date fair value of 11,299 service-based restricted stock units granted to each non-employee director on October 18, 2023, except Ms. Blake, who received a grant of 8,095 service-based restricted stock units on November 14, 2023 upon her appointment to the Board, in each case as computed in accordance with ASC 718. The shares vest one year after the grant date. The grant date fair value is based on the respective closing price of Mama’s Creations shares on the grant | | 2. | Mr. Stengel resigned effective July 31, 2023. | | 3. | Ms. Romig was appointed as a director of the Company on March 9, 2023. | | 4. | Ms. Blake was appointed as a director of the Company on November 14, 2023. |

  7. Summary Compensation Table

    Summary Compensation Table

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | | Adam L. Michaels | 2024 | 450,000 | 185,000 | 3,657,312(4) | – | – | – | 15,000 | 4,307,312 | | CEO/Chairman (1) | 2023 | 135,417 | – | – | – | – | – | – | 135,417 | | Steven Burns | 2024 | 241,460 | 50,000 | – | – | – | 0 | 15,000 | 306,460 | | Chief Administrative Officer (2) | 2023 | 227,000 | – | – | – | – | – | – | 227,000 | | Anthony | 2024 | 250,000 | 50,000 | 397,016(4) | – | – | – | 15,000 | 712,016 | | Gruber CFO(3) | 2023 | 93,750 | – | – | – | – | – | – | 93,750 |

  9. Summary Compensation Table

    | 1. | Mr. Michaels was appointed Chief Executive Officer of the Company on September 6, 2022. All Other Compensation relates to an automobile allowance. The bonus of $185,000 paid in 2024 relates to the fiscal year ended January 31, 2023. | | 2. | For Mr. Burns all Other Compensation relates to an automobile allowance. The bonus of $50,000 paid in 2024 relates to the fiscal year ended January 31, 2023. | | 3. | Mr. Gruber was appointed Chief Financial Officer of the Company effective September 19, 2022. All Other Compensation relates to an automobile allowance. The bonus of $50,000 paid in 2024 relates to the fiscal year ended January 31, 2023. | | 4. | As disclosed in our 8-K filed October 20, 2023, the stock awards granted to Mr. Michaels and Mr. Gruber in fiscal 2024 included sign-on and annual grants that were contemplated to be issued in fiscal year 2023 in each of such executive’s employment agreement, but had not yet been granted due to stock units not being a type of equity award under the Incentive Plan prior to its amendment in October 2023. The number of units issued under each award, as detailed in the “Outstanding Equity Awards At Fiscal Year-End” table below, reflect the number of units that would have been issued at the time initially contemplated by such executive’s employment agreement. For purposes of this table, the fair values shown were computed in accordance with FASB ASC Topic 718 (“ASC 718”). |

  10. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information regarding equity awards granted to our named executive officers and outstanding as of January 31, 2024.

  11. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Grant Date | 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 ($) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (7) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (7) | | Adam L. Michaels(1) | 10/18/2023 | — | — | — | — | — | 138,889 | 598,612 | | | | CEO/Chairman(2) | 10/18/2023 | — | — | — | — | — | 46,146 | 198,889 | — | — | | (3) | 10/18/2023 | — | — | — | — | — | 208,333 | 897,915 | | | | (4) | 10/18/2023 | — | — | — | — | — | | | 525,000(8) | 2,262,750 | | (5) | 10/18/2023 | — | — | — | — | — | | | 175,000(9) | 754,250 | | Steven Burns | | — | — | — | — | — | — | — | — | — | | Chief Administrative Officer; Director | | — | — | — | — | — | — | — | — | — | | Anthony Gruber(6) | 10/18/2023 | — | — | — | — | — | — | — | 187,430(8) | 807,823 | | CFO | | — | — | — | — | — | — | — | — | — |

  12. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 1. | Represents an annual grant of 185,185 RSUs for Mr. Michael’s first year of service, 25% vested on the grant date with the remainder vesting over three equal annual increments. | | 2. | Represents an annual grant under our Incentive Plan of 46,146 RSUs for Mr. Michael’s for 2023, vesting in four equal annual increments. | | 3. | Represents a sign on grant of 277,778 RSUs, 25% vested on the grant date with the remainder vesting over three equal annual increments. | | 4. | Represents a sign on grant of PSUs with a maximum payout of 1,200,000 shares based on the Company’s stock price performance from 2022 to 2027. | | 5. | Represents a sign on grant of PSUs with a maximum payout of 400,000 shares based on the Company’s pre-tax profit per share from 2022 to 2027. | | 6. | Represents a sign on grant of PSUs with a maximum payout of 1,200,000 shares based on the Company’s stock price performance from 2022 to 2027. | | 7. | The market value of these unvested awards was calculated using the closing price of our common stock as of January 31, 2024, the last trading day of the year, which was $4.31. |

  13. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 8. | Performance-based restricted stock units are earned and vest, if at all, based on the percentage increase in the Company’s stock price, beginning with $1.38 (which was the 90 calendar day average closing price prior to September 22, 2022 and ending with the 90- calendar day average closing price (for the days during such 90-calendar day period on which Company’s stock is traded) ending on September 22, 2027 The number of unearned units for the award for Mr. Michaels was calculated assuming payout at threshold (a 20% CAGR). The number of unearned units for the award for Mr. Gruber was calculated assuming payout threshold ( a 20% CAGR), which would result in the issuance of common stock equal to 0.5% of the then-current total outstanding (assumes that 37,486,046 shares are outstanding upon vesting). | | 9. | Performance-based restricted stock units are earned and vest, if at all, based on Pre-Tax Profit per Share adjusted for non-recurring events (as determined by the Committee). The “Beginning Base” will be the Pre-Tax Profit per Share, as adjusted, determined for the Company’s fiscal year ending on January 31, 2022, which was $0.0299, and ending based on the Pre-Tax Profit per Share for the Company’s fiscal year ending on January 31, 2027. The number of unearned units for the award for Mr. Michaels was calculated assuming payout at threshold (a 20% CAGR). |

  14. Pay versus Performance

    Pay versus Performance The following table provides information required by Item 402(v) of Regulation S-K.

  15. 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(2) | 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(4) | | 2024 | — | — | $4,307,312 | $5,824,233 | $509,238 | $714,642 | $224.48 | $6,651,000 | | 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) |

  16. 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 2024, the Non-PEO NEOs were Steve Burns and Anthony Gruber. 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) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. None of our NEOs participate in a pension plan; therefore, no adjustment from the SCT total related to pension value was made. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below: |

  17. Pay versus Performance

    | Adjustments | PEO ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 4,307,312 | 509,238 | | Adjustments for stock and option awards | | | | Subtract SCT amounts of stock and option awards | (3,657,312) | (198,508) | | Add fair value at year-end of awards granted during fiscal year 2024 that are outstanding and unvested at year-end(a) | 4,712,416 | 403,912 | | +/- The difference between fair value of awards from the end of fiscal year 2023 to the end of fiscal year 2024 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | — | — | | +/- The vesting date fair value for awards granted and vested during fiscal year 2024(b) | 461,807 | — | | +/- The change in fair value from the end of fiscal year 2023 to the vesting date for awards granted in any prior fiscal year which vested during fiscal year 2024 | — | — | | Subtract fair value at end of prior year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2024 | — | — | | Add dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the fair value of the award or the SCT for fiscal year 2024 | — | — | | Compensation Actually Paid (as calculated) | 5,824,233 | 714,642 |

  18. Pay versus Performance

    | (a) For purposes of the foregoing adjustments, the year-end value of equity awards was determined using the closing price of our common stock on January 31, 2024, the last trading day of fiscal 2024, which was $4.31. For PSUs that were unvested as of January 31, 2024, the fair value as of fiscal year end was determined assuming payout at threshold. | | (b) Value based on the closing price of our common stock on the applicable vesting date. |

  19. Pay versus Performance

    | (3) Assumes a hypothetical $100 investment on January 31, 2021, and assumes that all dividends (if applicable) were reinvested. | | (4) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |