DEF 14A of Beyond Meat, Inc., Apr 10, 2024

DEF 14A of Beyond Meat, Inc.

Filed Apr 10, 2024 · FY20230001655210-24-000085

Open on EDGAR

  1. Identification and Evaluation of Director Nominees at our Annual Meeting

    Identification and Evaluation of Director Nominees at our Annual Meeting

  2. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Our nominating and corporate governance committee annually reviews the needs of the board of directors in terms of independence, skills and characteristics in connection with evaluating recommendations for election or re-election. |

  3. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Candidates are identified with input from our board of directors, stockholders, management and outside consultants. |

  4. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Our nominating and corporate governance committee considers certain factors, including, but not limited to, the qualifications, independence, integrity, diversity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry and recommends nominees to the board of directors. |

  5. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Our board of directors evaluates the qualifications of the recommended candidates and selects nominees. |

  6. Identification and Evaluation of Director Nominees at our Annual Meeting

    | Our stockholders vote on director nominees at our annual meeting of stockholders. |

  7. Identification and Evaluation of Director Nominees at our Annual Meeting

    Our nominating and corporate governance committee is responsible for developing and recommending to our board of directors for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our board members to possess, and the desired qualifications, expertise and characteristics of our board members, with the goal of developing an experienced and highly qualified board with a diverse background and skillset, that contribute to the total mix of viewpoints and experience represented on our board of directors. Among the criteria our nominating and corporate governance committee may also consider is diversity with respect to gender, race, ethnicity, differences in professional background, experience at policy-making levels in business, finance and other areas, education, skills and other individual qualities and attributes. In evaluating potential candidates for our board of directors, our nominating and corporate governance committee will consider these factors, as well as director tenure, in light of the specific needs of our board of directors at that time and any legal requirements. Our nominating and corporate governance committee evaluates each individual in the context of our board as a whole, with the objective of recommending for nomination directors that will best serve the interests of the company and our stockholders. In making its recommendations to the board, the nominating and corporate governance committee will also consider the number of other public company boards and other boards (or comparable governing bodies) of which a prospective nominee is a member, as well as a prospective nominee’s other professional responsibilities. Incumbent directors are expected to advise the chair of the board or chair of the nominating and corporate governance committee in advance of accepting an invitation to serve on the board of directors of any organization, whether public or private, and whether for-profit or not-for-profit. Unless the nominating and corporate governance committee and our board determine otherwise, no director shall serve on more than four public company boards, including the company’s board, and the company’s chief executive officer shall not serve on more than two public company boards, including the company’s board. Additionally, no member of the company’s audit committee shall simultaneously serve on the audit committees of more than three public companies (including the company’s board), unless the member is a retired CPA, CFO, controller or has similar experience, in which case the limit shall be four audit committees (including the company's board), taking time and availability into consideration, including a review of the member’s attendance at all of the company’s board and committee meetings. Directors also are expected to limit the number of other boards, including non-profits, on which they serve in order to devote adequate time and effort to their board responsibilities. Service on other boards and/or committees should be consistent with the company’s conflict of interest policies. Our nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees.

  8. Selection of 2024 Director Nominees

    Selection of 2024 Director Nominees Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated Nandita Bakhshi, Chelsea A. Grayson and Joshua M. Murray for election to the board as Class II directors. Ms. Bakhshi was brought to the attention of the nominating and corporate governance committee by a non-management member of our board. Ms. Grayson and Mr. Murray were brought to the attention of the nominating and corporate governance committee by outside advisors to the company. Ms. Bakhshi, Ms. Grayson and Mr. Murray have been nominated for election to the seats currently held by Sally Grimes, Muktesh “Micky” Pant and Ned Segal, who will each serve out the remainder of their respective term as a Class II director through the Annual Meeting. The experiences, qualifications and skills of each of the nominees for election as a director at the Annual Meeting and for each of the continuing members of our board of directors that our board of directors considered in the nomination of such director or in concluding why the director should continue serving on our board, are included below under “Board Diversity, Composition and Skills—Board of Directors Skills Matrix.”

  9. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors The following table sets forth the names, ages as of March 26, 2024, and certain other information for each of the nominees for election as a director at the Annual Meeting and for each of the continuing members of our board of directors following the Annual Meeting. Full biographical information follows the table.

  10. Information Regarding Director Nominees and Continuing Directors

    | NAME | CLASS | AGE | POSITION | DIRECTOR SINCE | CURRENT TERM EXPIRES | EXPIRATION OF TERM FOR WHICH NOMINATED | INDEPENDENT | AUDIT COMMITTEE(1) | HUMAN CAPITAL MGMT AND COMP COMMITTEE(2) | NOMINATING AND CORPORATE GOV COMMITTEE(3) | RISK COMMITTEE(4) | | Director Nominees: | | | | | | | | | | | | | Nandita Bakhshi | II | 65 | Nominee | — | — | 2027 | X | | | | | | Chelsea A. Grayson | II | 52 | Nominee | — | — | 2027 | X | | | | | | Joshua M. Murray | II | 40 | Nominee | — | — | 2027 | X | | | | | | Continuing Directors: | | | | | | | | | | | | | Ethan Brown | III | 52 | Founder, President, CEO and Director | 2009 | 2025 | — | | | | | | | Seth Goldman(C) | I | 58 | Director | 2013 | 2026 | — | X | | | | | | Colleen Jay | III | 61 | Director | 2022 | 2025 | — | X | | | | | | C. James Koch | I | 74 | Director | 2023 | 2026 | — | X | | | | | | Raymond J. Lane | III | 77 | Director | 2015 | 2025 | — | X | | | | | | Kathy N. Waller(L) | I | 65 | Director | 2018 | 2026 | — | X | | | | |

  11. Information Regarding Director Nominees and Continuing Directors

    ______________________ Legend: (C) Chair of the Board | (L) Lead Independent Director | Chair | Member | Audit Committee Financial Expert (1)Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Waller will remain the chair, and Ms. Bakhshi and Mr. Murray will be appointed as members, of the audit committee. (2)Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Jay will be appointed as the chair, and Mr. Lane and Ms. Waller will remain as members, of the human capital management and compensation committee. (3)Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Bakhshi will be appointed as the chair, and Mr. Goldman will remain and Ms. Grayson will be appointed, as members of the nominating and corporate governance committee. (4)Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Grayson will be appointed as the chair, and Ms. Jay and Mr. Koch will remain as members, of the risk committee.

  12. Nominees for Director

    Nominees for Director

  13. NANDITA BAKHSHI

    NANDITA BAKHSHI

  14. Director Nominee

    Director Nominee

  15. Other Current Public Company Boards: None

    Other Current Public Company Boards: None Nandita Bakhshi served as Special Advisor to, and a current Board Member of, BMO Financial Group since February 2023. Ms. Bakhshi served as President and Chief Executive Officer of Bank of the West from March 2016 to February 2023 and was co-Chief Executive Officer of BNP Paribas USA Inc. from March 2016 to February 2023. Ms. Bakhshi also served on the Board of Directors of Bank of the West and BNP Paribas USA from March 2017 to February 2023, during which she was also a member of the Risk Committee and Compensation/HR Committee of Bank of the West and BNP Paribas USA. Ms. Bakhshi was Head of US Consumer Bank and Group Head of Direct Channels at TD Bank from March 2009 to February 2016, Head of Products and Payments at Washington Mutual from March 2006 to September 2008 and Head of Mobile Commerce at First Data from March 2004 to March 2005. Ms. Bakhshi has served on the Board of Directors of Grameen America, Inc., a 501(c)(3) not-for-profit organization that provides microloans to underserved women to start or expand businesses, since March 2020 and currently serves on its Audit Committee. Ms. Bakhshi served on the Board of Directors of the Whitaker Peace and Development Foundation from March 2020 to February 2023 and is a Board Member Emeritus of the US-India Strategic Partnership Forum. Ms. Bakhshi holds a Master of Arts in international relations from Jadavpur University and a Bachelor of Arts in history from the University of Calcutta. We believe that Ms. Bakhshi is qualified to serve on our board of directors due to her diversified financial industry background and leadership experience.

  16. CHELSEA A. GRAYSON

    CHELSEA A. GRAYSON

  17. Director Nominee

    Director Nominee

  18. Other Current Public Company Boards: Xponential Fitness (NYSE: XPOF)

    Other Current Public Company Boards: Xponential Fitness (NYSE: XPOF) Chelsea A. Grayson served as an Executive-in-Residence at Wunderkind (formerly BounceX), a global performance marketing solution powered by AI, data, and identity, from March 2020 to January 2024. From November 2022 to July 2023, Ms. Grayson served as CEO of Spark Networks SE (OTC: LOVLY; formerly NASDAQ: LOV), an American-German dating company with a portfolio of brands (including Zoosk, Elite Singles, Silver Singles, Christian Mingle and JDate/JSwipe), and from August 2020 to July 2023, as a member of its board of directors. From October 2018 to June 2019, Ms. Grayson served as CEO, and from October 2017 to December 2019, as a member of the board of directors, of True Religion, Inc. (formerly NASDAQ: TRLG), a global denim and streetwear company based in Los Angeles. From December 2014 to December 2017, Ms. Grayson was at American Apparel Inc. (formerly NYSE: APP), a global vertically integrated apparel manufacturer, retailer and wholesaler based in Los Angeles, where she first joined as General Counsel, Chief Administrative Officer and Executive Vice President, and then served as CEO and as a member of the board of directors. Prior to American Apparel, she was a partner in the M&A/Corporate Governance practice groups at Loeb & Loeb LLP and Jones Day. Ms. Grayson has served on the board of directors of Xponential Fitness (NYSE: XPOF), a leading franchisor of boutique fitness and wellness brands (including Rumble Boxing, Stretch Lab, Club Pilates, Yoga Six, CycleBar and Lindora) since October 2021, where she currently chairs the Nominating Corporate Governance Committee and is a member of the Audit and Compensation Committees. Among other past board positions, Ms. Grayson was a member of the board of directors of Goodness Growth Holdings Inc. (CSE: GDNS) from February 2019 to May 2023; Morphe Cosmetics (Forma Brands) from September 2022 to May 2023; iHerb from June 2021 to June 2022; Precision Surfacing Solutions (Lapmaster Group Holdings) from April 2021 to October 2022; LoudPack from December 2020 to March 2022; Sugarfina from January 2019 to December 2020; and Delta Dental from January 2017 to December 2019. Ms. Grayson has been a member of the UCLA Board of Visitors in the English Department since January 2018 and is a Board Leadership Fellow with the National Association of Corporate Directors. Ms. Grayson received her Juris Doctor degree, Order of the Coif, from Loyola Law School, and her Bachelor of Arts degree in English Literature and Business/Economics from the University of California, Los Angeles. We believe that Ms. Grayson is qualified to serve on our board of directors due to her extensive leadership, corporate governance and public company experience.

  19. JOSHUA M. MURRAY

    JOSHUA M. MURRAY

  20. Director Nominee

    Director Nominee

  21. Other Current Public Company Boards: Corcept Therapeutics (NASDAQ: CORT)

    Other Current Public Company Boards: Corcept Therapeutics (NASDAQ: CORT) Joshua M. Murray is currently Chief Financial Officer and Head of Strategy at Orca Bio, a privately held biotechnology company developing allogeneic cell therapies in blood, immune and genetic diseases, and has served in this position since April 2021. Prior to joining Orca Bio, Mr. Murray held various positions at Goldman Sachs & Co. from July 2006 to April 2021, most recently as a Managing Director and Head of West Coast Healthcare Capital Markets, where he advised a wide array of biotechnology and life sciences companies. Mr. Murray has served as a member of the Board of Directors of Corcept Therapeutics (NASDAQ: CORT) since June 2021 and currently serves on its Audit Committee. Mr. Murray received a Bachelor of Arts degree, with University Honors, in History and Economics from Harvard College. We believe that Mr. Murray is qualified to serve on our board of directors because of his experience in corporate finance and as a director of a public company.

  22. Continuing Directors

    Continuing Directors

  23. The Cooper Companies, Inc. (NASDAQ: COO)

    The Cooper Companies, Inc. (NASDAQ: COO) Colleen Jay has served as a member of our board of directors since May 2022. Ms. Jay retired from The Procter & Gamble Company (NYSE: PG) in October 2017 after 32 years of service, most recently as Global Division President from 2015. Ms. Jay joined The Procter & Gamble Company in 1985 where she managed top brand portfolios and large multi-billion-dollar businesses across multiple categories and geographies, including successfully leading a complex transition and divestiture of several businesses and leading operational units in the United States, Canada, China, and multiple global businesses from Switzerland during the course of her extensive career. From 2010 to 2012, Ms. Jay served as President, Global Female Beauty. From 2012 to 2015, Ms. Jay served as President, Global Retail Hair Care and Color. Ms. Jay has been a member of the board of directors of Treasury Wine Estates (ASX: TWE) since April 2018, and currently serves on its Human Resources Committee and Wine Operations and Sustainability Committee and was previously on its Audit and Risk Committee. Ms. Jay has been a member of the board of directors of The Cooper Companies, Inc. (NASDAQ: COO) since April 2016 and currently serves as Chair of its Organization and Compensation Committee and as a member of its Corporate Governance and Nominating Committee. Ms. Jay has also worked closely with Catalyst, Inc., a non-profit organization dedicated to improving workplace inclusion for women. She received a BBA degree in Business from Wilfrid Laurier University. We believe that Ms. Jay is qualified to serve on our board of directors due to her extensive experience working in the consumer products industry at a leading public company and her global public board of directors’ experience.

  24. Cadence Bank (NYSE:CADE)

    Cadence Bank (NYSE:CADE) Kathy N. Waller has served as a member of our board of directors since November 2018. Ms. Waller retired from The Coca-Cola Company (NYSE: KO) in March 2019 after more than 30 years of service, most recently as Executive Vice President, Chief Financial Officer and President, Enabling Services prior to her retirement. Ms. Waller joined The Coca-Cola Company in 1987 as a senior accountant in the Accounting Research Department and served in a number of accounting and finance roles of increasing responsibility. From July 2004 to August 2009, Ms. Waller served as Chief of Internal Audit. In December 2005, she was elected Vice President of The Coca-Cola Company, and in August 2009, she was elected Controller. In August 2013, she became Vice President, Finance and Controller, assuming additional responsibilities for corporate treasury, corporate tax and finance capabilities, and served in that position until April 2014, when she was appointed Chief Financial Officer and elected Executive Vice President. Ms. Waller assumed expanded responsibility for The Coca-Cola Company’s strategic governance areas when she was also appointed to serve as President, Enabling Services, on May 1, 2017. Ms. Waller has been a member of the board of directors of Delta Air Lines, Inc. (NYSE: DAL) since July 2015, and currently serves on its Audit, Corporate Governance and Personnel and Compensation Committees. Ms. Waller has been a member of the board of directors of CGI Inc. (NYSE: GIB) since December 2018 and currently serves on its Audit and Risk Management Committee. Ms. Waller joined the board of directors of Cadence Bank (NYSE: CADE) in May 2019 and serves on its Credit Risk Committee and Executive Compensation and Stock Incentive Committee. Ms. Waller will not be standing for re-election to the Cadence Bank board of directors at their upcoming annual meeting of shareholders to be held on April 24, 2024. Previously she served on the board of directors of Coca-Cola FEMSA, S.A.B. de C.V and Monster Beverage Corporation. In addition, she is a member of the Board of Trustees of Spelman College and The Woodruff Arts Center. In February 2022, Ms. Waller was appointed Executive Director of the Atlanta Committee for Progress, a public/private partnership between the city’s top business, civic and academic leaders, and the Mayor of Atlanta. She received a BA degree in History from the University of Rochester and an MBA in Accounting and Finance from the Simon Business School at the University of Rochester. We believe Ms. Waller is qualified to serve on our board of directors because she has more than 30 years of experience in accounting and finance at a major public company and experience on other public company boards of directors.

  25. Director Compensation

    Director Compensation Under our outside director compensation policy, we compensate non-employee directors for their service on our board of directors with a combination of cash and equity awards under our 2018 Equity Incentive Plan (the “2018 Plan”), the amounts of which are intended to be commensurate with their role and involvement. The compensation program for our non-employee directors is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Directors are also reimbursed for their reasonable expenses for attending board and committee meetings. Directors who are also our employees receive no additional compensation for their service as directors. During 2023, Mr. Brown, our founder, President and Chief Executive Officer, did not receive compensation for his board service under our outside director compensation policy. Our human capital management and compensation committee, which is composed solely of independent directors, has the primary responsibility for reviewing and making recommendations to our board of directors as to non-employee director compensation. Our human capital management and compensation committee has periodically reviewed and assessed the level, type and form of compensation paid to our non-employee directors. There was no change to our non-employee director compensation in 2023.

  26. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information for all compensation awarded to, earned by or paid to each person who served as a non-employee director in the year ended December 31, 2023. As a named executive officer, the compensation received by Mr. Brown is shown below in “Executive Compensation: Summary Compensation Table.”

  27. Non-Employee Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Seth Goldman | 69,507 | 94,128 | — | 163,635 | | Sally Grimes(3) | 37,000 | 94,128 | — | 131,128 | | Colleen Jay | 55,500 | 94,128 | — | 149,628 | | C. James Koch | 26,107 | 318,261 | — | 344,368 | | Raymond J. Lane | 46,003 | 94,128 | — | 140,131 | | Muktesh “Micky” Pant | 53,000 | 94,128 | — | 147,128 | | Ned Segal | 47,500 | 94,128 | — | 141,628 | | Christopher Isaac “Biz” Stone(4) | 20,176 | — | — | 20,176 | | Kathy N. Waller | 69,815 | 94,128 | — | 163,943 |

  28. Non-Employee Director Compensation Table

    ______________________ (1)Includes all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees. Amounts shown for Mr. Koch were prorated from May 24, 2023, when he joined the board of directors. Amounts shown for Mr. Stone were prorated through the end of his term as a Class I director on May 24, 2023. (2)The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of the initial RSU award granted to Mr. Koch and the annual RSU awards granted to each of our non-employee directors on May 24, 2023 under the 2018 Plan, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The grant date fair value of the RSU awards is measured based on the closing price of our common stock on the date of grant excluding the impact of estimated forfeitures. This amount does not reflect the actual economic value that was realized upon the vesting of the award or may be realized upon the sale of the common stock underlying such award. As of December 31, 2023, each non-employee director held 3,448 outstanding unvested RSU awards, except Ms. Grimes and Mr. Pant who each held 3,666 outstanding unvested RSU awards, Mr. Koch who held 19,231 outstanding unvested RSU awards and Ms. Jay who held 6,801 outstanding unvested RSU awards. As of December 31, 2023, the following non-employee directors held outstanding unexercised stock option awards: Mr. Goldman (70,940), Mr. Segal (16,734) and Ms. Waller (16,734). No other non-employee directors held outstanding stock option awards as of December 31, 2023. (3)Ms. Grimes waived payment of $12,162 in non-employee director fees for service during her term as a director in 2023. (4)Mr. Stone served as a director through the end of his term as a Class I director on May 24, 2023.

  29. Alignment Between 2023 Performance and Executive Compensation

    Alignment Between 2023 Performance and Executive Compensation Our linkage of compensation paid to our NEOs with achievement of financial goals and stockholder interests is underscored by our NEOs’ year-end 2023 realizable total direct compensation (“Realizable TDC”) in relation to 2023 target total direct compensation (“Target TDC”). Below Target Payouts Under Our Short-Term Incentive (“STI”) Plan and Significant Reductions to Realizable Value of Stock Options and RSUs For 2023, the STI plan design for executive officers was based 100% on company performance with funding based on the achievement of the following performance goals: net revenues; free cash flow (defined as net cash used in operating activities less purchases of property, plant and equipment); gross margin; and operating expenses. In order for the free cash flow goal to fund, positive free cash flow had to be achieved by the fourth quarter of 2023, with a 15% modifier added to the total funding if achieved in the third quarter of 2023. Our human capital management and compensation committee convened in February 2024 to discuss the level of achievement of the 2023 performance goals and determined that the 2023 threshold funding goals for net revenues and gross margin were not achieved, however the performance goals relating to free cash flow and operating expenses were achieved at 62.5% and 171.1%, respectively, resulting in an overall funding of 59.4% of target, before giving effect to the 15% modifier described above. We achieved positive free cash flow in the third quarter of 2023; however, in light of our 2023 financial results, our human capital management and compensation committee exercised negative discretion and did not add the 15% modifier. By the end of 2023, the realizable value of stock options granted earlier in the year had fallen to zero and the realizable value of annual RSUs granted earlier in the year had fallen to approximately 50% of their grant-date target value. CEO 2023 Target TDC and Year-End 2023 Realizable TDC The graphic below shows year-end 2023 Realizable TDC in relation to 2023 Target TDC for our President and Chief Executive Officer, Mr. Brown. As shown below, Mr. Brown’s year-end 2023 Realizable TDC was approximately 32.9% of his 2023 Target TDC.

  30. 2023 NEO Compensation Details

    2023 NEO Compensation Details Our three core elements of NEO direct compensation are base salary, an annual cash incentive opportunity and long-term incentive equity awards. Most compensation awarded to each NEO was “at-risk” to the NEO because it was contingent on company performance. The graphic below reflects the approximate general distribution of these three core elements of NEO Target TDC awarded during 2023 as determined by our human capital management and compensation committee. The above calculations include: (i) full annual base salary (not prorated for number of days of service with the company in 2023) at highest level for each NEO including Messrs. Brown ($500,000), Kutua ($390,000), Ajami ($440,000), Nelson ($370,000) and Oghoghomeh ($380,000); (ii) full cash incentive bonus (not prorated for number of days of service with the company in 2023) at target for each NEO, including Messrs. Brown ($500,000), Kutua ($234,000), Ajami ($264,000), Nelson ($148,000) and Oghoghomeh ($228,000); and (iii) target value of equity awards based on 2023 annual equity awards for each NEO, including Messrs. Brown ($5,900,000), Kutua ($2,000,000), Ajami ($2,000,000), Nelson ($1,000,000) and Oghoghomeh ($1,500,000).

  31. Executive Incentive Bonus Plan

    Executive Incentive Bonus Plan Our Executive Incentive Bonus Plan (“Bonus Plan”) allows our human capital management and compensation committee to approve cash incentive awards to selected officers and employees, including our NEOs, based upon performance goals established by our human capital management and compensation committee. Cash incentive payments can be earned by our NEOs only if we achieve a significant level of our financial performance goals, which advances our long-term strategic plans and, ultimately, stockholder value over time. We consider these cash incentive payments to be performance-based compensation since payouts are directly tied to achievement of performance goals. Performance goals that include our financial results may be determined in accordance with GAAP or such financial results may consist of non-GAAP financial measures, and any goals or actual results may be adjusted by our human capital management and compensation committee for any reason, including without limitation, one-time items or unbudgeted or unexpected items, when determining whether the performance goals have been met. Our human capital management and compensation follows a robust target setting process, which considers, among other things, the company’s annual operating plan and external indicators, such as the economic environment and analyst perspectives. For 2023, short-term incentive payouts were capped at a maximum level of 200% of target for all performance measures. Our human capital management and compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate an award otherwise payable to a participant with respect to any performance period. Actual awards will be paid only after they are earned, which usually requires continued employment through the date the bonus is paid unless otherwise determined by our human capital management and compensation committee. Our board of directors or our human capital management and compensation committee has the authority to amend, alter, suspend or terminate the Bonus Plan, provided such action does not impair the existing rights of any participant with respect to any earned bonus. Cash Incentive Target At the beginning of 2023, our human capital management and compensation committee set cash incentive targets for each of our executive officers. A cash incentive target is the amount of cash incentive compensation that an executive officer could earn if we achieve our performance goals. Targets are expressed as a percentage of the executive officer’s base salary. In reviewing cash incentive targets, our human capital management and compensation committee takes into consideration each executive officer’s role and responsibilities, pay at comparable companies and the resulting total target compensation. The cash incentive targets for each of our NEOs for 2023 as compared to 2022 are summarized below. Each NEO who commenced employment with the company in 2023 was eligible to participate in the Bonus Plan; provided that the target amount of any bonus would be prorated based on the NEO’s start date of employment.

  32. Executive Incentive Bonus Plan

    | NEO | 2023 CASH INCENTIVE TARGET (% OF BASE SALARY) | 2022 CASH INCENTIVE TARGET (% OF BASE SALARY) | | Ethan Brown | 100% | 100% | | Lubi Kutua | 60% | 60% | | Dariush Ajami, PhD | 60% | 60% | | Jonathan Nelson | 40% | 40% | | Akerho “AK” Oghoghomeh | 60% | N/A |

  33. Executive Incentive Bonus Plan

    Threshold Funding Goals On an annual basis, our human capital management and compensation committee sets threshold funding goals for the Bonus Plan. At the beginning of 2023, our human capital management and compensation committee approved performance goals under the Bonus Plan, including threshold performance goals for each performance metric which must be achieved before there is any funding for the performance metric under the Bonus Plan. Achievement produces funding of 50% of target with respect to each such goal. For 2023, the threshold funding goals are set forth in the table below under “2023 Corporate Performance Goals and Achievement.” Performance Goals In 2023, we established performance goals for our executive officers based on corporate performance metrics, rather than a mix of corporate and individual metrics, to foster teamwork among our executive officers and reflect the importance of company-wide performance to stockholder value. Our 2023 corporate goals were designed to align with the company’s 2023 focus toward sustainable long-term growth supported by three pillars: (1) driving margin recovery and operating expense reduction through the implementation of lean value streams across our beef, pork and poultry platforms; (2) inventory reduction and cash flow generation through more efficient inventory management; and (3) focusing on near-term retail and foodservice growth drivers while supporting strategic key long-term partners and opportunities. Our human capital management and compensation committee believes these performance goals in the construct of the STI plan design encourage our executive officers to focus on execution of company strategy and priorities and their accountability to those priorities. Our 2023 corporate goals and the rationale for each of these goals is summarized in the table below.

  34. Executive Incentive Bonus Plan

    | CORPORATE GOALS | RATIONALE | | Net Revenues | Incentivizes revenue growth and rewards efforts to grow and expand our business | | Gross Margin | Incentivizes gross margin expansion to achieve sustained cash flow positive operations | | Free Cash Flow | Supports objective to achieve cash flow positive operations, including through lean value stream delivery of top projects, inventory reduction and cash flow generation | | Operating Expenses | Incentivizes cost management and expense reduction |

  35. Executive Incentive Bonus Plan

    2023 Corporate Performance Goals and Achievement In addition to threshold funding goals, our human capital management and compensation committee approved target (100% funding), stretch target (150% funding) and maximum (200% funding) funding goals with respect to each performance goal that determine how much of the target may be paid to each NEO at each level of achievement of our performance goals. Upon the completion of 2023, our human capital management and compensation committee reviewed the company’s performance against the predetermined performance goals to determine the percentage of achievement of each performance goal, overall level of funding as a percent or target, total bonus pool excluding executive officers, and the amount of cash incentive payments payable to each executive officer. Our 2023 corporate performance goals, as established by our human capital management and compensation committee, and the percentage level of achievement for each goal as determined by our human capital management and compensation committee, are set forth in the table below.

  36. Executive Incentive Bonus Plan

    | GOAL | WEIGHTING | THRESHOLD (50%) | TARGET (100%) | STRETCH (150%) | MAXIMUM (200%) | ACTUAL LEVEL OF ACHIEVEMENT | ACTUAL FUNDING (% OF TARGET) | ACTUAL WEIGHTED FUNDING (% OF TARGET) | | Net Revenues $(M) | 20% | $398.1 | $419.0 | $478.8 | $538.7 | $343.3 | 0% | 0% | | Gross Margin(1) | 20% | 9.8% | 12.2% | 14.6% | 17.1% | (0.6)% | 0% | 0% | | Free Cash Flow $(M)(2) | 40% | $(122.4) | $(106.4) | $(79.8) | $(63.8) | $(118.4) | 62.5% | 25.0% | | Operating Expenses(3) | 20% | $259.4 | $251.4 | $243.1 | $234.5 | $239.3 | 171.7% | 34.4% | | Funding(2) | | | | | | | | 59.4% |

  37. Executive Incentive Bonus Plan

    ______________________ (1)In determining the actual funding and level of achievement of the gross margin goal, the human capital management and compensation committee considered certain non-cash charges totaling $77.4 million, consisting of $66.9 million associated with our Global Operations Review and $10.5 million from other specific non-cash charges. (2)In order for the free cash flow goal to fund, positive free cash flow had to be achieved by the fourth quarter of 2023, with a 15% modifier added to the total funding if achieved in the third quarter of 2023. We achieved positive free cash flow in the third quarter of 2023; however, in light of our 2023 financial results, our human capital management and compensation committee exercised negative discretion and did not add the 15% modifier, resulting in the actual funding and level of achievement set forth in the table above. If the 15% modifier had been included, the total funding percentage would have been 68.3%. (3)In determining the actual funding and level of achievement of the operating expenses goal, the human capital management and compensation committee considered certain non-cash charges totaling $17.6 million associated with our Global Operations Review. Bonus Plan Payments Based on the level of achievement of the 2023 performance goals, the following Bonus Plan payments were approved and paid to our NEOs in 2024 in recognition of performance in 2023.

  38. Executive Incentive Bonus Plan

    | NEO | 2023 BASE SALARY ($) | 2023 CASH INCENTIVE TARGET (% OF BASE SALARY) | 2023 CASH INCENTIVE TARGET AMOUNT(1) ($) | ACTUAL WEIGHTED FUNDING (% OF TARGET) | 2023 ACTUAL CASH INCENTIVE PAYMENT ($) | | Ethan Brown | 500,000 | 100 | 500,000 | 59.4% | 297,000 | | Lubi Kutua | 390,000 | 60 | 234,000 | 59.4% | 138,996 | | Dariush Ajami, PhD | 440,000 | 60 | 264,000 | 59.4% | 156,816 | | Jonathan Nelson(2) | 370,000 | 40 | 148,000 | 59.4% | 131,868 | | Akerho “AK” Oghoghomeh(3) | 380,000 | 60 | 205,512 | 59.4% | 122,074 |

  39. Executive Incentive Bonus Plan

    ______________________ (1)Annualized 2023 cash incentive target amount. (2)In determining the 2023 actual cash incentive payment for Mr. Nelson, our human capital management and compensation committee exercised positive discretion to increase Mr. Nelson’s payment from $87,912 to $131,868 based on a target of 60% of base salary instead of 40% of base salary to align with the other NEOs. (3)Mr. Oghoghomeh’s 2023 cash incentive target amount was prorated based on his start date with the company.

  40. Cash Bonuses

    Cash Bonuses Pursuant to the terms of his offer letter with the company, in 2023, Mr. Oghoghomeh received a one-time sign-on cash bonus of $60,000 and a $125,000 retention bonus paid on the six-month anniversary following the commencement of his employment. Other than pursuant to the Bonus Plan as described above, none of our other NEOs received any cash bonus payments in 2023. We provide our NEOs and certain other exempt employees a nominal allowance that is intended to be used to offset the cost of a cell phone and other electronic or work from home expenses.

  41. Equity Awards

    Equity Awards We believe that equity awards align the interests of our NEOs with the long-term interests of our stockholders by rewarding long-term value creation measured by our stock price and by providing retention incentives through multi-year vesting periods. Based on total equity usage and equity compensation expense data provided by independent compensation consultant, WTW, in the spring of 2023 our overall equity compensation run rate was above the 75th percentile of peers in the food and beverage industry, and at about the 50th percentile of peers in biotech and pharma and other high-growth sectors. The increase in annual share usage in 2023 compared to prior years was primarily driven by the company’s lower stock price. In addition, our overall annual value transfer (annual equity value as a percentage of market capitalization) was above the 75th percentile of peers in the food and beverage industry, but below the 25th percentile value transfer levels of peers in biotech and pharma and other high-growth sectors. Stock Options The purpose of our stock option grants is to align the interests of our NEOs and stockholders through incentivizing long-term stock price growth. Stock options typically vest over four years from the vesting commencement date, with 25% vesting after year one and monthly thereafter, and encourage long-term performance as they are only valuable if our stock price increases over time, as the awards vest. We consider stock options to be performance-based compensation given that options are at-the-money at the time of grant and have no immediate realizable gain unless the company’s stock price increases. Restricted Stock Units The purpose of our RSU grants is to align our NEOs’ interests with long-term stockholder value creation, encourage executive retention and manage dilution. RSUs typically vest over four years from the vesting commencement date, with 25% vesting after year one and quarterly thereafter, which encourages long-term performance and helps to hold NEOs accountable for their decision-making given that the RSUs are directly subject to increases and decreases in our stock price, further aligning NEO and stockholder interests. 2023 Equity Awards Executives typically receive their target equity award value in the form of (i) a new hire equity award or (ii) an annual equity award for continuing executives. In 2023, our human capital management and compensation committee granted annual and new-hire equity awards under our 2018 Plan to our NEOs, and such grants were composed of a 50/50 equity award mix (target dollar value) of RSUs and stock options. Our human capital management and compensation committee believes this approximate 50/50 equity award mix (target dollar value) is appropriate for our new hire, promotion and annual equity awards to employees at the vice president level and above because it incentivizes our executives to focus on long-term value creation, since stock options and RSUs, once earned, are intended to reward sustained increases in stock price (though only to the extent the employee vests in the award by remaining in service for the vesting period). In addition to the annual equity awards, our human capital management and compensation committee granted additional RSUs to Mr. Nelson in 2023 due to his promotion to Senior Vice President, Manufacturing in October 2022. The table below shows the equity awards granted to our NEOs in 2023.

  42. Equity Awards

    | NEO | STOCK OPTIONS (#) | RSUs (#) | AGGREGATE GRANT DATE FAIR VALUE OF EQUITY AWARDS ($) | | Ethan Brown(1) | 275,315 | 165,359 | 5,900,005 | | Lubi Kutua(1) | 93,328 | 56,054 | 2,000,013 | | Dariush Ajami, PhD(1) | 93,328 | 56,054 | 2,000,013 | | Jonathan Nelson(2) | 46,664 | 50,449 | 1,400,015 | | Akerho “AK” Oghoghomeh(3) | 69,996 | 42,041 | 1,500,019 |

  43. Equity Awards

    (1)The stock options granted to each of Mr. Brown, Mr. Kutua and Dr. Ajami on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 28, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to each of Mr. Brown, Mr. Kutua and Dr. Ajami on February 28, 2023 vested as to 1/4th of the total number of shares subject to the RSU award on February 28, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. (2)The stock options granted to Mr. Nelson on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 28, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to Mr. Nelson on February 28, 2023 include: (a) 22,422 RSUs, granted due to Mr. Nelson’s promotion to Senior Vice President, Manufacturing in October 2022, which vested as to 1/4th of the total number of shares subject to the RSU award on October 13, 2023 and 1/16th of the total number of shares subject to the RSU award vested or will vest each quarter thereafter and will become fully vested on October 13, 2026; and (b) 28,027 RSUs which vested as to 1/4th of the total number of shares subject to the RSU award on February 28, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter and will become fully vested on February 28, 2027, in each case, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. (3)The equity awards shown in the table above were granted to Mr. Oghoghomeh pursuant to the terms of his offer letter with the company. The stock options granted to Mr. Oghoghomeh on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 6, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 6, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to Mr. Oghoghomeh on February 28, 2023 vested as to 1/4th of the total number of shares subject to the RSU award on February 6, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter and will become fully vested on February 6, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. Target Value The size of equity awards granted to each NEO is based on an estimated target dollar value. Our human capital management and compensation committee considers each NEO’s role and responsibilities, pay at comparable companies and the company’s annual grant guidelines in determining annual and new-hire awards. Our human capital management and compensation committee does not have a specific formula that weighs these factors. For 2023, our annual equity grant guidelines generally reflected market 50th percentile levels, with new-hire grant guidelines generally set at two-times the annual grant guidelines. The target dollar value was converted into a number of shares based on the formula described in “Equity Element Allocation” below. The grant date fair value, which is disclosed in the table above and in the subsection titled “Summary Compensation Table” within the “Executive Compensation” section below reflects the accounting value on the grant date. The table below sets forth the initial target dollar value of each NEO's 2023 equity grant(s).

  44. Equity Awards

    | NEO | 2023 TARGET DOLLAR VALUE ($) | | Ethan Brown | 5,900,000 | | Lubi Kutua | 2,000,000 | | Dariush Ajami, PhD | 2,000,000 | | Jonathan Nelson | 1,400,000 | | Akerho “AK” Oghoghomeh | 1,500,000 |

  45. Equity Awards

    Equity Element Allocation In 2023, after setting the estimated target dollar value for each NEO’s annual and new-hire equity awards, the human capital management and compensation committee sought to allocate the dollar value equally between stock options and RSUs. Prior to May 18, 2021, to determine the number of RSU shares to be granted, our human capital management and compensation committee divided (x) the target dollar value by (y) an average of the closing stock price for the period of ten consecutive trading days ending on (and including) the last trading day preceding the date of grant, rounded up to the next whole share. For stock options, our human capital management and compensation committee divided (x) the target dollar value by (y) an average of the closing stock price for the period of ten consecutive trading days ending on (and including) the last trading day preceding the date of grant, and multiplied the resulting quotient by two, rounded up to the next whole share. On May 18, 2021, upon the recommendation of WTW and to better align with the intended grant-date value to be delivered, our human capital management and compensation committee revised the methodology used to determine the number of shares and provided that the grant date closing share price would be used to determine the number of shares subject to equity awards. Under this revised methodology, to determine the number of RSU shares to be granted, our human capital management and compensation committee divided (i) the target dollar value by (ii) the closing stock price on the date of the grant, rounded up to the next whole share. For stock options, our human capital management and compensation committee divided (i) the target dollar value by (ii) the closing stock price on the date of grant, and multiplied the resulting quotient by two, rounded up to the next whole share. Beginning with the annual and new-hire equity awards in February 2023, upon the recommendation of WTW and to better align the value delivered with share-based compensation expense, our human capital management and compensation committee revised the methodology used to determine the number of shares subject to stock option awards by dividing the dollar value of the award by the grant date Black-Scholes value of one (1) option share with the company’s standard option terms, as determined by the company in consultation with the company’s plan administrators, rounded up to the next whole share. Introduction of Performance Stock Units in 2024 Beginning in 2024, we introduced PSUs as part of our LTI program. PSUs are a type of LTI award earned based on company performance over a multi-year period, typically three years, expressed as a “unit” with underlying value tied to the company stock price. The number of units earned is based on performance outcomes over the performance period, with units earned settled in the form of cash, in shares of company stock (which have an aggregate fair market value equal to the value of the earned units) or in a combination thereof, as determined by the human capital management and compensation committee, as plan administrator, in its sole discretion, after the performance results are confirmed. The 2024 PSU awards are expected to be settled in shares of company stock. As part of the transition to incorporating PSUs into our LTI program, for 2024 annual equity awards to our CEO and CFO are composed of a 50/50 equity award mix (target dollar value) of RSUs and PSUs, with PSUs replacing stock options for our CEO and CFO only. The PSUs vest based on the company’s TSR for each applicable performance period as compared to a TSR comparator group consisting of companies in the S&P Food and Beverage Select Industry index, excluding large-cap S&P 500 companies, with the number of PSUs payable capped at 200% of target. Our human capital management and compensation committee believes this approximate 50/50 equity award mix (target dollar value) is appropriate for annual equity awards to our CEO and CFO because the addition of PSUs aligns such executives’ long-term pay not only with share price movement but also other financial and/or operational imperatives, when applicable. As part of the transition to PSUs, the 2024 annual PSU awards provide for vesting that is divided into three tranches, with each tranche vesting based on a one-year performance period (the first tranche vests based on performance during year one, the second tranche vests based on performance during year two, and the third tranche vests based on performance during year three). Future PSU awards to our CEO and CFO are expected to be based on a three-year performance period (100% with three-year cliff vesting).

  46. Other Benefits

    Other Benefits General Health, Welfare and Other Benefit Plans Our NEOs are eligible to participate in a variety of employee benefit plans on the same terms as our other employees, including medical, dental and vision care plans, life and disability insurance, our tax-qualified 401(k) plan, including a company matching contribution thereunder, and, to the extent of any offering, our employee stock purchase plan. We believe these benefits are consistent with benefits provided by our peer group and help us to attract and retain high quality executives. Perquisites and Other Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our NEOs, except as generally made available to all our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. During 2023, none of our NEOs received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, other than Mr. Nelson who received reimbursement of commuting expenses. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described above. Change in Control and Severance Benefits Each of our current executive officers has entered into an agreement with the company which provides for certain cash and/or equity severance benefits in the event the executive is involuntary terminated without cause or resigns for good reason in connection with a change in control. Enhanced cash severance benefits and equity benefits are only provided if there is a “double trigger” to preserve morale and productivity, and to encourage executive retention in the event of a change in control. In addition to requiring a change in control for Beyond Meat, benefits are only provided if the eligible executive is involuntarily terminated without cause or resigns for good reason. All such benefits are subject to certain conditions which benefit Beyond Meat, including, among other things, the executive executing a general release of claims in favor of the company and complying with the terms of his or her confidentiality agreement and all company policies. Our human capital management and compensation committee believes these incentives will help us retain our executives, and therefore maintain the stability of our business, during the potentially volatile period accompanying a change in control. Potential payment obligations under the change in control severance arrangements with our NEOs are described in the subsection titled “Potential Payments upon Termination or Change in Control” in the “Executive Compensation” section below.

  47. Peer Group Comparisons

    Peer Group Comparisons 2023 Peer Group Our human capital management and compensation committee reviews compensation data from a specific group of companies that are similar to us in considering the compensation of our NEOs. For 2023, upon the recommendation of WTW, our human capital management and compensation committee revised our compensation peer group to ensure companies are of appropriate size – for example, by removing companies with annual revenue greater than $2 billion – while retaining a balanced mix of companies from three industry groups: (a) food and beverage; (b) biotechnology, pharmaceuticals and life sciences (industry that invests heavily in research and development); and (c) high-growth companies (including industry disruptors that hold expectations for high growth). The human capital management and compensation committee believed this peer group revision was appropriate in light of the company’s slowing rate of growth since 2020.

  48. Peer Group Comparisons

    | 2023 PEER GROUP | | | | Food & Beverage | Biotech & Pharma | Other High-Growth | | BellRing Brands, Inc. | 10x Genomics, Inc. | Elastic N.V. | | The Boston Beer Company, Inc. | Acadia Pharmaceuticals Inc. | Enphase Energy, Inc. | | Calavo Growers, Inc. | Alnylam Pharmaceuticals, Inc. | Jamf Holding Corp. | | Celsius Holdings, Inc. | Aurora Cannabis Inc. | JFROG Ltd. | | Freshpet, Inc. | Canopy Growth Corporation | Okta, Inc. | | Lancaster Colony Corporation | Corcept Therapeutics, Incorporated | Planet Fitness, Inc. | | Lifecore Biomedical, Inc. | Exact Sciences Corporation | Radius Global Infrastructure, Inc. | | Medifast, Inc. | Natera, Inc. | RapidVII, Inc. | | The Simply Good Foods Company | Neurocrine Biosciences, Inc. | Smartsheet Inc. | | Vital Farms, Inc. | Repligen Corporation | The Trade Desk, Inc. | | | Sarepta Therapeutics, Inc. | Zscaler, Inc. | | | Tilray Brands, Inc. | |

  49. Peer Group Comparisons

    Our human capital management and compensation committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in our human capital management and compensation committee’s pay decisions, which also take into account individual skills and expertise, the scope and criticality of the NEO’s role and other factors that are deemed to be important based on our human capital management and compensation committee’s business judgment. For 2023, with respect to the NEOs, our human capital management and compensation committee had access to market data that captured a range of pay. Our human capital management and compensation committee examined the range of pay to provide for meaningful differentials in pay levels that represented differences in the criticality and performance of each role across companies, and also reflected the full range of competitive pay at our peer companies without focusing on extreme outliers. 2024 Peer Group For 2024, upon input from management and recommendation of WTW, our human capital management and compensation committee revised the peer group to include only food and beverage companies within a relevant size range based on revenues, market capitalization and headcount, and remove biotechnology, pharmaceuticals and life sciences, and high-growth companies. The human capital management and compensation committee believes this peer group revision is appropriate in light of the company’s slowing rate of growth since 2020 and recent competitors for executive talent.

  50. Peer Group Comparisons

    | 2024 PEER GROUP | | | | Food & Beverage | | | | BellRing Brands, Inc. | Lancaster Colony Corporation | Thorne HealthTech, Inc. | | Benson Hill, Inc. | Lifecore Biomedical, Inc. | Tootsie Roll Industries, Inc. | | The Boston Beer Company, Inc. | Medifast, Inc. | United Malt Group Limited | | BRC Inc. | Seneca Foods Corporation | The Vita Coco Company, Inc. | | Calavo Growers, Inc. | The Simply Good Foods Company | Vital Farms, Inc. | | Celsius Holdings, Inc. | Sovos Brands, Inc. | Westrock Coffee Company | | Freshpet, Inc. | SunOpta Inc. | |

  51. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by and paid to each of our NEOs for the years indicated below:

  52. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Ethan Brown Founder, President and Chief Executive Officer | 2023 | 500,000 | 1,200 | 2,950,005 | 2,950,000 | 297,000 | 15,132 | 6,713,337 | | | 2022 | 500,050 | 1,200 | 2,950,046 | 3,305,443 | — | 14,132 | 6,770,871 | | | 2021 | 500,000 | — | 2,792,590 | 3,095,683 | 180,000 | 4,352 | 6,572,625 | | Lubi Kutua(7) Chief Financial Officer and Treasurer | 2023 | 385,000 | 1,200 | 1,000,003 | 1,000,010 | 138,996 | 13,602 | 2,538,811 | | | 2022 | 299,984 | 46,200 | 987,523 | 1,166,304 | — | 11,087 | 2,511,098 | | Dariush Ajami, PhD(7) Chief Innovation Officer | 2023 | 436,250 | 1,200 | 1,000,003 | 1,000,010 | 156,816 | 14,061 | 2,608,340 | | | 2022 | 412,250 | 1,200 | 1,000,040 | 1,120,499 | — | 12,193 | 2,546,182 | | Jonathan Nelson(8) Chief Operations Officer | 2023 | 366,250 | 1,200 | 900,010 | 500,005 | 131,868 | 50,436 | 1,949,769 | | Akerho “AK” Oghoghomeh(8) Chief Marketing Officer | 2023 | 344,015 | 186,100 | 750,012 | 750,007 | 122,074 | 13,530 | 2,165,738 |

  53. Summary Compensation Table

    ______________________ (1)Represents base salaries earned by each of the NEOs for the year indicated, prorated based on applicable start dates and salary changes during the year. (2)Amounts reported in this column represent: (a) for Mr. Oghoghomeh, a one-time sign-on cash bonus of $60,000 and a $125,000 retention bonus paid on the six month anniversary following the commencement of his employment in 2023 pursuant to the terms of his offer letter with the company; (b) for Mr. Kutua, a one-time retention bonus earned in 2022; and (c) for each NEO, an allowance that is intended to offset the cost of a cell phone and other electronic or work from home expenses. (3)The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of RSU awards granted under the 2018 Plan, as calculated in accordance with FASB ASC Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant excluding the impact of estimated forfeitures. These amounts do not represent the actual economic value that may be realized by the NEOs upon the vesting of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. For additional information on these awards, please see “Outstanding Equity Awards at 2023 Fiscal Year-End.” (4)The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted under the 2018 Plan, as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual economic value that may be realized by the NEOs upon the exercise of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. The valuation assumptions we used in calculating the fair value of these stock option awards are set forth in Note 9 to our consolidated financial statements included in our 2023 Form 10-K. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on these awards, please see “Outstanding Equity Awards at 2023 Fiscal Year-End.” (5)Amounts reported in this column for 2023 represent performance bonuses approved and paid in 2024 in recognition of performance in 2023 under our Bonus Plan based on achievement of certain corporate performance goals and objectives including net revenues, gross margin, free cash flow and operating expenses. (6)The table set forth below under “All Other Compensation” provides additional information regarding these amounts for 2023. (7)Mr. Kutua and Dr. Ajami were not NEOs in 2021 and, as a result, no disclosure is made for 2021 in accordance with SEC rules. (8)Messrs. Nelson and Oghoghomeh were not NEOs in 2021 and 2022 and, as a result, no disclosure is made for 2021 and 2022 in accordance with SEC rules.

  54. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows for the year ended December 31, 2023, certain information regarding grants of plan-based awards to our NEOs.

  55. Grants of Plan-Based Awards in 2023

    | NAME | GRANT DATE(1) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($)(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | | | THRESHOLD | TARGET | MAXIMUM | | | | | | Ethan Brown(5) | 02/28/2023 | — | — | — | 165,359 | 275,315 | 17.84 | 5,900,005 | | | N/A | 250,000 | 500,000 | 1,000,000 | — | — | — | — | | Lubi Kutua(5) | 02/28/2023 | — | — | — | 56,054 | 93,328 | 17.84 | 2,000,013 | | | N/A | 117,000 | 234,000 | 468,000 | — | — | — | — | | Dariush Ajami, PhD(5) | 02/28/2023 | — | — | — | 56,054 | 93,328 | 17.84 | 2,000,013 | | | N/A | 132,000 | 264,000 | 528,000 | — | — | — | — | | Jonathan Nelson(6) | 02/28/2023 | — | — | — | 50,449 | 46,664 | 17.84 | 1,400,015 | | | N/A | 74,000 | 148,000 | 296,000 | — | — | — | — | | Akerho “AK” Oghoghomeh(7) | 02/28/2023 | — | — | — | 42,041 | 69,996 | 17.84 | 1,500,019 | | | N/A | 102,756 | 205,512 | 411,024 | — | — | — | — |

  56. Grants of Plan-Based Awards in 2023

    ______________________ (1)The grant date is also the date of approval for all RSU and stock option awards shown in the table. (2)Reflects threshold, target and maximum bonus amounts for 2023 performance under our Bonus Plan, as described in “2023 NEO Compensation Details—Executive Incentive Bonus Plan.” These amounts do not necessarily correspond to the actual value received by the NEO. (3)The exercise price of the stock option awards is equal to the closing price of our common stock as quoted on the Nasdaq Global Select Market on the grant date. (4)The dollar amounts shown in this column represent the aggregate grant date fair values for financial statement reporting purposes of RSU awards and stock options granted in 2023 under the 2018 Plan as calculated in accordance with FASB ASC Topic 718. These amounts do not represent the actual economic value that may be realized by the NEOs upon the exercise of the awards or the sale of the common stock underlying such awards. There can be no assurance that these reported amounts will ever be realized. The valuation assumptions we used in calculating the fair value of the stock option awards are set forth in Note 9 to our consolidated financial statements included in our 2023 Form 10-K. (5)The stock options granted to each of Mr. Brown, Mr. Kutua and Dr. Ajami on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 28, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to each of Mr. Brown, Mr. Kutua and Dr. Ajami on February 28, 2023 vested as to 1/4th of the total number of shares subject to the RSU award on February 28, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter, and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. (6)The stock options granted to Mr. Nelson on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 28, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 28, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to Mr. Nelson on February 28, 2023 include: (a) 22,422 RSUs, granted due to Mr. Nelson’s promotion to Senior Vice President, Manufacturing in October 2022, which vested as to 1/4th of the total number of shares subject to the RSU award on October 13, 2023 and 1/16th of the total number of shares subject to the RSU award vested or will vest each quarter thereafter and will become fully vested on October 13, 2026; and (b) 28,027 RSUs which vested as to 1/4th of the total number of shares subject to the RSU award on February 28, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter and will become fully vested on February 28, 2027, in each case, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. (7)The equity awards shown in the table above were granted to Mr. Oghoghomeh pursuant to the terms of his offer letter with the company. The stock options granted to Mr. Oghoghomeh on February 28, 2023 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on February 6, 2024 and 1/48th of the total number of shares subject to the option award vested or will vest each month thereafter and will become fully vested on February 6, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. The RSUs granted to Mr. Oghoghomeh on February 28, 2023 vested as to 1/4th of the total number of shares subject to the RSU award on February 6, 2024 and 1/16th of the total number of shares subject to the RSU award will vest each quarter thereafter and will become fully vested on February 6, 2027, subject to continued service through the applicable vesting date and subject to acceleration in the event of certain terminations of employment in connection with a change in control of our company. Mr. Oghoghomeh’s 2023 cash incentive threshold, target and maximum amounts were prorated based on his start date with the company.

  57. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding the unexercised stock options and unvested RSUs held by each NEO as of December 31, 2023:

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($)(2) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | Ethan Brown | 966,006(4) | — | 0.93 | 1/21/2025 | — | — | | | 301,960(5) | — | 0.95 | 7/19/2026 | — | — | | | 332,157(6) | — | 3.00 | 5/29/2028 | — | — | | | 540,000(7) | — | 25.00 | 4/30/2029 | — | — | | | 44,620(8) | 2,976(8) | 96.10 | 3/2/2030 | — | — | | | 26,955(9) | 12,253(9) | 142.45 | 3/12/2031 | — | — | | | 57,025(10) | 67,396(10) | 47.42 | 3/1/2032 | — | — | | | — | 275,315(11) | 17.84 | 2/28/2033 | — | — | | | — | — | — | — | 1,488(12) | 13,243 | | | — | — | — | — | 6,127(13) | 54,530 | | | — | — | — | — | 34,994(14) | 311,447 | | | — | — | — | — | 165,359(15) | 1,471,695 | | Lubi Kutua | 16,052(16) | — | 20.02 | 4/2/2029 | — | — | | | 2,107(17) | 171(17) | 96.10 | 3/2/2030 | — | — | | | 1,666(18) | 758(18) | 142.45 | 3/12/2031 | — | — | | | 807(19) | 486(19) | 130.32 | 8/9/2031 | — | — | | | 2,658(20) | 3,142(20) | 47.42 | 3/1/2032 | — | — | | | 31,421(21) | 76,311(21) | 15.78 | 11/15/2032 | — | — | | | — | 93,328(22) | 17.84 | 2/28/2033 | — | — | | | — | — | — | — | 86(23) | 765 | | | — | — | — | — | 379(24) | 3,373 | | | — | — | — | — | 243(25) | 2,163 | | | — | — | — | — | 1,632(26) | 14,525 | | | — | — | — | — | 40,400(27) | 359,560 | | | — | — | — | — | 56,054(28) | 498,881 | | Dariush Ajami, PhD | 46,669(29) | — | 17.03 | 10/23/2028 | — | — | | | 46,875(30) | — | 17.03 | 11/14/2028 | — | — | | | 100,000(31) | — | 25.00 | 4/30/2029 | — | — | | | 19,005(32) | 1,268(32) | 96.10 | 3/2/2030 | — | — | | | 9,802(33) | 4,456(33) | 142.45 | 3/12/2031 | — | — | | | 1,104(34) | — | 63.42 | 12/13/2031 | — | — | | | 19,330(35) | 22,847(35) | 47.42 | 3/1/2032 | — | — | | | — | 93,328(36) | 17.84 | 2/28/2033 | — | — | | | — | — | — | — | 634(37) | 5,642 | | | — | — | — | — | 2,228(38) | 19,829 | | | — | — | — | — | 11,863(39) | 105,581 | | | — | — | — | — | 56,054(40) | 498,881 | | Jonathan Nelson | 3,130(41) | 1,717(41) | 130.32 | 8/9/2031 | — | — | | | 3,875(42) | 3,876(42) | 64.51 | 12/10/2031 | — | — | | | 2,899(43) | 3,428(43) | 47.42 | 3/1/2032 | — | — | | | — | 46,664(44) | 17.84 | 2/28/2033 | — | — | | | — | — | — | — | 909(45) | 8,090 |

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($)(2) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | | — | — | — | — | 1,938(46) | 17,248 | | | — | — | — | — | 1,780(47) | 15,842 | | | — | — | — | — | 16,817(48) | 149,671 | | | — | — | — | — | 28,027(49) | 249,440 | | Akerho “AK” Oghoghomeh | — | 69,996(50) | 17.84 | 2/28/2033 | — | — | | | — | — | — | — | 42,041(51) | 374,165 |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Equity awards granted prior to April 30, 2019 were granted under our 2011 Equity Incentive Plan (“2011 Plan”) and equity awards granted on or after April 30, 2019 were granted under our 2018 Plan. Our 2011 Plan was amended and restated as our 2018 Plan, which became effective on April 30, 2019, the day immediately prior to the date on which our registration statement in connection with our IPO was declared effective by the SEC. The terms of the 2011 Plan continue to govern the terms and conditions of the outstanding awards previously granted thereunder. All vesting is subject to the individual’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “Potential Payments Upon Termination or Change in Control.” (2)Option exercise price for awards granted prior to April 30, 2019 under the 2011 Plan represents the fair market value of a share of our common stock as determined by our board of directors in accordance with Section 409A of the Code or, in the case of incentive stock options, in compliance with Section 422 of the Code. Option exercise price for awards granted on May 1, 2019 is $25.00 per share, which was equal to the initial public offering price of our common stock in the IPO. Option exercise price for awards granted after May 1, 2019 is based on the closing sales price for our common stock on the Nasdaq Global Select Market on the date of grant. (3)The market value of unvested stock awards is calculated by multiplying the number of unvested units held by the applicable NEO by the closing sales price of our common stock on December 29, 2023, the last trading day of the year, which was $8.90. (4)One-fourth of the shares subject to this stock option vested on June 19, 2015 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (5)One-fourth of the shares subject to this stock option vested on July 20, 2017 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (6)One-fourth of the shares subject to this stock option vested on August 3, 2018 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (7)One-fourth of the shares subject to this stock option vested on May 1, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (8)One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. (9)One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested or will vest in forty-seven equal monthly installments thereafter. (10)One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (11)One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (12)One-sixteenth of the shares subject to this RSU grant vested on June 2, 2020 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (13)One-sixteenth of the shares subject to this RSU grant vested on June 12, 2021 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (14)One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (15)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (16)One-fourth of the shares subject to this stock option vested on January 7, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (17)One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. (18)One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested or will vest in forty-seven equal monthly installments thereafter. (19)One-forty-eighth of the shares subject to this stock option vested on August 9, 2021 and the remainder of the grant vested or will vest in forty-seven equal monthly installments thereafter. (20)One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (21)One-fourth of the shares subject to this stock option vested on October 13, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (22)One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (23)One-sixteenth of the shares subject to this RSU grant vested on June 2, 2020 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (24)One-sixteenth of the shares subject to this RSU grant vested on June 12, 2021 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (25)One-sixteenth of the shares subject to this RSU grant vested on September 16, 2021 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (26)One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (27)One-fourth of the shares subject to this RSU grant vested on October 13, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (28)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (29)One-fourth of the shares subject to this stock option vested on July 16, 2019 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (30)One-fourth of the shares subject to this stock option vested on July 16, 2019 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (31)One-fourth of the shares subject to this stock option vested on May 1, 2020 and the remainder of the grant vested in thirty-six equal monthly installments thereafter. This stock option was fully vested as of December 31, 2023. (32)One-forty-eighth of the shares subject to this stock option vested on April 2, 2020 and the remainder of the grant vested in forty-seven equal monthly installments thereafter. (33)One-forty-eighth of the shares subject to this stock option vested on April 12, 2021 and the remainder of the grant vested or will vest in forty-seven equal monthly installments thereafter. (34)One-fourth of the shares subject to this stock option vested on June 13, 2022 and the remainder of the grant vested in three equal half-yearly installments thereafter. This stock option was fully vested as of December 31, 2023.

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    (35)One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (36)One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. (37)One-sixteenth of the shares subject to this RSU grant vested on June 2, 2020 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (38)One-sixteenth of the shares subject to this RSU grant vested on June 12, 2021 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (39)One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (40)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (41)One-fourth of the shares subject to this stock option vested on May 31, 2022 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (42)One-fourth of the shares subject to this stock option vested on December 1, 2022 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (43)One-fourth of the shares subject to this stock option vested on February 28, 2023 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (44)One-fourth of the shares subject to this stock option vested on February 28, 2024 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. (45)One-fourth of the shares subject to this RSU grant vested on May 31, 2022 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (46)One-fourth of the shares subject to this RSU grant vested on December 1, 2022 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (47)One-fourth of the shares subject to this RSU grant vested on February 28, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (48)One-fourth of the shares subject to this RSU grant vested on October 13, 2023 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (49)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (50)One-fourth of the shares subject to this stock option vested on February 6, 2024 and the remainder of the grant vested or will vest in thirty-six equal monthly installments thereafter. (51)One-fourth of the shares subject to this RSU grant vested on February 6, 2024 and the remainder of the grant will vest in twelve equal quarterly installments thereafter.

  62. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information regarding the stock option exercises and stock vested for each NEO during the year ended December 31, 2023:

  63. Option Exercises and Stock Vested in 2023

    | | 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) | | Ethan Brown | 201,280 | 3,486,170 | 38,067 | 525,391 | | Lubi Kutua | — | — | 15,739 | 147,011 | | Dariush Ajami, PhD | — | — | 13,819 | 189,316 | | Jonathan Nelson | — | — | 8,959 | 91,514 | | Akerho “AK” Oghoghomeh | — | — | — | — |

  64. Option Exercises and Stock Vested in 2023

    ______________________ (1)The value realized upon exercise represents the difference between the market price per share of our common stock at the time of exercise and the exercise price per share of the stock option. (2)The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the closing price of our common stock on the vest date.

  65. Fiscal Year 2023 Pension Benefits

    Fiscal Year 2023 Pension Benefits Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate in or receive post-retirement benefits.

  66. Fiscal Year 2023 Nonqualified Deferred Compensation

    Fiscal Year 2023 Nonqualified Deferred Compensation We do not currently maintain any nonqualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Certain NEOs are entitled to certain payments under an employment agreement or change in control severance agreement in the event such NEOs experience a qualifying termination or change in control.

  68. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (CEO) and non-CEO NEOs and certain financial performance measures of the company for the years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the human capital management and compensation committee evaluates compensation decisions.

  69. Pay Versus Performance

    | YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) | COMPENSATION ACTUALLY PAID TO CEO ($)(2)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs ($)(2)(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (5) | | NET LOSS ($) (MILLIONS) | NET REVENUES ($) (MILLIONS)(6) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 6,713,337 | 3,235,433 | 2,315,664 | 1,352,548 | 11.77 | 139.82 | (338.1) | 343.4 | | 2022 | 6,770,871 | (6,453,862) | 2,656,373 | (1,184,913) | 16.28 | 136.87 | (366.1) | 418.9 | | 2021 | 6,572,625 | (8,778,700) | 5,782,695 | 4,365,316 | 86.19 | 138.63 | (182.1) | 464.7 | | 2020 | 5,333,325 | 36,691,835 | 3,061,853 | 10,499,584 | 165.34 | 119.76 | (52.8) | 406.8 |

  70. Pay Versus Performance

    ______________________ (1)The following table lists the CEO and non-CEO NEOs for each of years 2023, 2022, 2021 and 2020:

  71. Pay Versus Performance

    | YEAR | CEO | NON-CEO NEOS | | 2023 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Jonathan Nelson, Akerho “AK” Oghoghomeh | | 2022 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Margaret “Jackie” Trask, Teri L. Witteman, Phil Hardin, Bernie Adcock, Deanna Jurgens | | 2021 | Ethan Brown | Phil Hardin, Mark J. Nelson, Gary Schultz, Doug Ramsey, Bernie Adcock, Deanna Jurgens | | 2020 | Ethan Brown | Mark J. Nelson, Sanjay C. Shah, Charles Muth, Stuart Kronauge |

  72. Pay Versus Performance

    (2)The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation Tables –Summary Compensation Table” for additional information). (3)The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Brown in accordance with the Pay Versus Performance Rules:

  73. Pay Versus Performance

    | | | EQUITY AWARD ADJUSTMENTS | | | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) | REPORTED VALUE OF EQUITY AWARDS ($) | YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND UNVESTED AT YEAR END ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS ($) | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR ($) | CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | COMPENSATION ACTUALLY PAID TO CEO ($) | | 2023 | 6,713,337 | (5,900,005) | 2,761,081 | (399,466) | 88,923 | (28,438) | 3,235,433 | | 2022 | 6,770,871 | (6,255,489) | 1,479,685 | (4,245,608) | (351,693) | (3,851,628) | (6,453,862) | | 2021 | 6,572,625 | (5,888,273) | 1,939,794 | (13,048,744) | 830,244 | 815,654 | (8,778,700) | | 2020 | 5,333,325 | (4,830,325) | 5,311,236 | 17,536,085 | 1,292,640 | 12,048,874 | 36,691,835 |

  74. Pay Versus Performance

    (4)The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-CEO NEOs in accordance with the Pay Versus Performance Rules.

  75. Pay Versus Performance

    | | | EQUITY AWARD ADJUSTMENTS | | | | | | | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOS ($) | AVERAGE REPORTED VALUE OF EQUITY AWARDS ($) | AVERAGE YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND UNVESTED AT YEAR END ($) | AVERAGE YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS ($) | AVERAGE FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR ($) | AVERAGE CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOS ($) | | 2023 | 2,315,664 | (1,725,015) | 797,890 | (50,366) | 17,532 | (3,157) | 1,352,548 | | 2022 | 2,656,373 | (2,201,026) | 457,139 | (1,312,497) | (389,865) | (395,036) | (1,184,913) | | 2021 | 5,782,695 | (5,257,003) | 4,693,472 | (888,213) | 8,903 | 25,461 | 4,365,316 | | 2020 | 3,061,853 | (2,678,822) | 2,284,936 | 4,016,610 | 1,091,783 | 2,723,224 | 10,499,584 |

  76. Pay Versus Performance

    (5)In accordance with the Pay Versus Performance Rules, the company and the company’s peer group total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2019, through the end of the listed year. The Peer Group TSR set forth in this table was determined using the S&P Food and Beverage Select Industry Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our 2023 Form 10-K. (6)We have determined that Net Revenues is the financial performance measure that, in the company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for 2023, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). We generate net revenues primarily from sales of our products to our customers across mainstream grocery, mass merchandiser, club store and natural retailer channels, and various food-away-from-home channels, including restaurants, foodservice outlets and schools, mainly in the United States. We routinely offer sales discounts and promotions through various programs to customers and consumers. These programs include rebates, temporary on-shelf price reductions, off-invoice discounts, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenues in order to arrive at reported net revenues. Please refer to our consolidated financial statements and the related notes thereto included in our 2023 Form 10-K for more information. We use net revenues as a financial performance measure in determining cash incentive payments under the Bonus Plan for our NEOs. Net revenues incentivizes revenue growth and rewards efforts to grow and expand our business. The company has determined that net revenues is the financial performance measure that, in the company’s assessment, represents the most important performance measure used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed year, to company performance.

  77. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures As described in more detail in the section “Compensation Discussion and Analysis,” the company’s executive compensation program reflects a variable pay for performance philosophy. While the company utilizes various performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay Versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with the Pay Versus Performance Rules) for a particular year. In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the company’s financial performance as measured by TSR, Net Loss and Net Revenues, as well as a comparison of TSR and Peer Group TSR. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Loss Compensation Actually Paid and Net Revenues

  78. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our restated certificate of incorporation and Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our restated certificate of incorporation from limiting the liability of our directors for the following: •any breach of the director’s duty of loyalty to us or to our stockholders; •acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; •unlawful payment of dividends or unlawful stock repurchases or redemptions; and •any transaction from which the director derived an improper personal benefit. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our Bylaws, we may purchase insurance on behalf of any person whom we are required or permitted to indemnify. In addition to the indemnification required in our restated certificate of incorporation and Bylaws, we have entered into an indemnification agreement with each member of our board of directors and each of our officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or other participant, or are threatened to be made a party or other participant, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

  79. Indemnification of Directors and Officers

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  80. Indemnification of Directors and Officers

    The limitation of liability and indemnification provisions in our restated certificate of incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.