DEF 14A of Beyond Meat, Inc., Apr 8, 2025

DEF 14A of Beyond Meat, Inc.

Filed Apr 8, 2025 · FY20240001655210-25-000074

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. | | hj | | Candidates are identified with input from our board of directors, stockholders, management and outside consultants. | | hj | | Our nominating and corporate governance committee considers certain factors, including, but not limited to, the qualifications, independence, integrity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry and recommends nominees to the board of directors. | | hj | | Our board of directors evaluates the qualifications of the recommended candidates and selects nominees. | | hj | | Our stockholders vote on director nominees at our annual meeting of stockholders. |

  3. 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 directors who have different backgrounds and skillsets, and who 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 are 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 of directors 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 of directors, 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 of directors 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.

  4. Selection of 2025 Director Nominees

    Selection of 2025 Director Nominees Based on the recommendation of the nominating and corporate governance committee, our board of directors has nominated Ethan Brown, Colleen Jay and Raymond J. Lane for election to the board of directors as Class III directors. Mr. Brown, Ms. Jay and Mr. Lane are incumbent directors. 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 Composition and Skills.” Our board of directors concluded that each nominee should serve as a director based on the specific experience and attributes listed in their respective biographies below and their respective service on our board of directors, including the insight each nominee brings to our board of directors’ functions and deliberations.

  5. Board Composition and Skills

    Board Composition and Skills Our board of directors believes that a range of experience, tenure, age and other factors contributes to effective governance over the affairs of the company for the benefit of its stockholders. There are no limits on the number of terms that may be served by a director and there is no fixed retirement age for directors. The following charts summarize certain attributes of our board of directors, assuming all of the proposed Class III director nominees are elected at the Annual Meeting:

  6. Board Composition and Skills

    | 5.9 yrs Avg. Tenure |

  7. Board Composition and Skills

    | 61 yrs Avg. Age |

  8. Board Composition and Skills

    | 89% Independent |

  9. Board Composition and Skills

    | QUALIFICATIONS, SKILLS & EXPERIENCE* | CONTINUING DIRECTORS | | | | | | DIRECTOR NOMINEES | | | | | NANDITA BAKHSHI | SETH GOLDMAN | CHELSEA A. GRAYSON | C. JAMES KOCH | JOSHUA M. MURRAY | KATHY WALLER | ETHAN BROWN | COLLEEN JAY | RAYMOND J. LANE | | Public Company | | | | | | | | | | | International Business | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Capital Allocation / Corporate Finance | | | | | | | | | | | Financial Literacy / Expertise | | | | | | | | | | | Information Services and Technology | | | | | | | | | | | Legal / Regulatory / Public Policy | | | | | | | | | | | Marketing / Sales / Business Development | | | | | | | | | | | Risk Management | | | | | | | | | | | Strategic Planning | | | | | | | | | | | Human Resource / Executive Compensation / Talent Management | | | | | | | | | | | Senior Leadership | | | | | | | | | | | Cybersecurity / Data Privacy | | | | | | | | | | | Environmental, Social and Governance (“ESG”) and Climate Risks | | | | | | | | | | | Consumer Products Sales and Marketing | | | | | | | | | | | Foodservice | | | | | | | | | | | Innovation / Commercialization of Innovation | | | | | | | | | | | Manufacturing / Operations | | | | | | | | | | | Entrepreneurial | | | | | | | | | | | Mergers & Acquisitions / Turnaround | | | | | | | | | | | Shareholder Advocacy | | | | | | | | | | | = No Skill or Experience = Some Skill or Experience = Significant Skill or Experience | | | | | | | | | | | *The information presented in this table is based on voluntary self-identification by each director or director nominee. | | | | | | | | | |

  10. Board Composition and Skills

    | QUALIFICATIONS, SKILLS & EXPERIENCE | DESCRIPTION | | Public Company | Experience with public company reporting obligations, investor interaction and governance requirements | | International Business | Broad exposure to companies or organizations that have an international presence, including developing and managing business in international markets | | Corporate Governance | Experience in setting board agenda, familiarity with corporate charter documents and corporate compliance and ethics policies, knowledge and understanding of governance planning, implementation and review processes, experience in encouraging management accountability and protecting stockholder interests | | Capital Allocation / Corporate Finance | Experience in making capital allocation decisions, financing or capital markets transactions | | Financial Literacy / Expertise | Experience in accounting or financial reporting, including understanding of and overseeing financial reporting and controls | | Information Services and Technology | Knowledge of IT solutions for key corporate functions, experience in overseeing the implementation of such IT solutions to improve business performance, including social media and online platforms | | Legal / Regulatory / Public Policy | Familiarity with governmental regulations applicable to the company’s industry, experience in legal and regulatory compliance, lobbying, advocacy and government relations | | Marketing / Sales / Business Development | Experience enhancing sales in existing markets and developing new markets for growth, marketing communication, brand strategy development and advertising, knowledge and understanding of business development, strategic planning, implementation and review processes | | Risk Management | Experience in the management of critical business and legal risks; understanding of risk management functions, including risk profiles and appetite statements, scenario planning, crisis management, risk identification and classification; history of leadership roles in risk management; ability to assess risk strategically across corporate functions; ability to provide oversight and advice relating to risk management | | Strategic Planning | Experience in leading corporate strategy discussions at the board level; experience with developing and implementing strategies for growth and optimization, including mergers and acquisitions, joint ventures, and divestitures; experience with setting strategic agenda | | Human Resources / Executive Compensation / Talent Management | Broad experience in executive development, performance and compensation; experience with HR strategies and efforts to attract, motivate and retain candidates for key positions; experience in talent development, including developing equity, belonging and inclusion in workforce | | Senior Leadership | Experience as chief executive officer, president, chairman or in a similar leadership position at a large company or other large organization | | Cybersecurity / Data Privacy | Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cyber risk management; degrees, certifications or other background in cybersecurity | | ESG and Climate Risks | Experience in overseeing and managing ESG practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation and management; ability to provide oversight and advice relating to climate-related risks | | Consumer Products Sales and Marketing | Experience with the company’s industry (food and beverage or consumer products); perspective and knowledge of industry-related information, including insights on the industry’s challenges and opportunities, and experience to operate within and through economic cycles | | Foodservice | Experience in foodservice industry, including insights on the foodservice industry’s challenges and opportunities | | Innovation / Commercialization of Innovation | Experience in innovation and commercialization of innovation | | Manufacturing / Operations | Experience in manufacturing operations | | Entrepreneurial | Experience in founding or building an entrepreneurial and/or fast-growing company | | Mergers & Acquisitions / Turnaround | Experience in mergers and acquisitions and/or distressed businesses | | Shareholder Advocacy | Experience in shareholder engagement; ability to identify and understand shareholder expectations and facilitate changes based on shareholder communications |

  11. 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 24, 2025, 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.

  12. 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: | | | | | | | | | | | | | Ethan Brown | III | 53 | Founder, President, CEO and Director | 2009 | 2025 | 2028 | | | | | | | Colleen Jay | III | 62 | Director | 2022 | 2025 | 2028 | X | | | | | | Raymond J. Lane | III | 78 | Director | 2015 | 2025 | 2028 | X | | | | | | Continuing Directors: | | | | | | | | | | | | | Nandita Bakhshi | II | 66 | Director | 2024 | 2027 | — | X | | | | | | Seth Goldman(C) | I | 59 | Director | 2013 | 2026 | — | X | | | | | | Chelsea A. Grayson | II | 53 | Director | 2024 | 2027 | — | X | | | | | | C. James Koch | I | 75 | Director | 2023 | 2026 | — | X | | | | | | Joshua M. Murray | II | 41 | Director | 2024 | 2027 | — | X | | | | | | Kathy N. Waller(L) | I | 66 | Director | 2018 | 2026 | — | X | | | | |

  13. 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 as the Chair, and Ms. Bakhshi and Mr. Murray will remain as members, of the audit committee. (2)Following the Annual Meeting, and if the director nominees are elected, we anticipate that Ms. Jay will remain 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 remain as the Chair, and Mr. Goldman and Ms. Grayson will remain 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 remain as the Chair, and Ms. Jay and Mr. Koch will remain as members, of the risk committee.

  14. Nominees for Director

    Nominees for Director

  15. 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 Limited (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 experience on other public company boards of directors.

  16. Other Current Public Company Boards: Hewlett Packard Enterprise Company (NYSE: HPE)

    Other Current Public Company Boards: Hewlett Packard Enterprise Company (NYSE: HPE) Raymond J. Lane has served as a member of our board of directors since February 2015. Mr. Lane has been a Managing Partner at GreatPoint Ventures, a venture capital firm, since March 2015. Mr. Lane served as Partner Emeritus and Advisor of Kleiner, Perkins, Caufield & Byers LLC (Kleiner Perkins), a venture capital firm, from April 2013 to December 2019, after having previously served as one of its Managing Partners from September 2000 to November 2014. Mr. Lane has been a member of the board of directors of Hewlett Packard Enterprise Company (NYSE: HPE) since 2015 and currently serves on its Technology Committee and Finance and Investment Committee. In addition, Mr. Lane previously served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from November 2010 to September 2011. Prior to joining Kleiner Perkins, Mr. Lane was President and Chief Operating Officer and a director of Oracle Corporation (NYSE: ORCL), a software company. Mr. Lane has served on the Board of Trustees of Carnegie Mellon University, including as Chairman of the Board from July 2009 to July 2015, as an Emeritus Trustee since July 2022, and currently serves on the Executive Committee. He also serves on the board of directors of Special Olympics International. Mr. Lane received a BS degree in Mathematics and an honorary PhD in Science from West Virginia University. We believe that Mr. Lane is qualified to serve on our board of directors due to his experience in working with entrepreneurial companies and his experience on other public company boards of directors.

  17. Continuing Directors

    Continuing Directors

  18. Other Current Public Company Boards: Quaker Chemical Corporation (NYSE: KWR)

    Other Current Public Company Boards: Quaker Chemical Corporation (NYSE: KWR) Nandita Bakhshi has served as a member of our board of directors since May 2024. Ms. Bakhshi served as Special Advisor to, and a current Board Member of, BMO Financial Corp. since February 2023. Ms. Bakhshi served as President and Chief Executive Officer of Bank of the West and as 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 each of Bank of the West and BNP Paribas USA, Inc. from March 2017 to February 2023, during which she served on each of their Risk Committees and Compensation/HR Committees. 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 been a member of the board of directors of Quaker Chemical Corporation, doing business as Quaker Houghton (NYSE: KWR), a global leader in industrial process fluids, since July 2024 and currently serves on its Audit Committee and Sustainability Committee. Ms. Bakhshi has been a member of the board of directors of Grameen America, Inc., a non-profit microfinance institution, since March 2020 and currently serves on its Audit Committee. Ms. Bakhshi served on the board of directors of the Whitaker Peace & Development Initiative from March 2020 to February 2023 and is a Board Member Emeritus of the US-India Strategic Partnership Forum. Ms. Bakhshi received an MA degree in international relations from Jadavpur University and a BA degree 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.

  19. SETH GOLDMAN

    SETH GOLDMAN

  20. Chair of the Board

    Chair of the Board

  21. Member of the Nominating and Corporate Governance Committee

    Member of the Nominating and Corporate Governance Committee

  22. Other Current Public Company Boards: None

    Other Current Public Company Boards: None Seth Goldman has served as a member of our board of directors since February 2013. Mr. Goldman served as Executive Chair of Beyond Meat from October 2015 through February 2020. Mr. Goldman co-founded Eat the Change, Inc., a plant-based snack food and organic tea company under the brand Just Ice Tea®, and has served as its Chief Executive Officer since March 2020. He is also a Co-Founder of PLNT Management, Inc., which operates PLNT Burger®, a plant-based quick-serve restaurant chain, and has served as its Board Chair since 2021. Mr. Goldman has been the Chair of Mission Guardians for Tony’s Chocolonely, a Certified B Corporation and impact company that makes chocolate and fights for equality in the chocolate industry, since that position was established in May 2023. Mr. Goldman has been a member of the Maryland Economic Development Commission since April 2023. Mr. Goldman was the TeaEO Emeritus and Innovation Catalyst for The Coca-Cola Company’s Venturing & Emerging Brands, a part-time position he held from November 2015 through December 2019. Mr. Goldman co-founded Honest Tea Inc., a bottled organic tea company, in February 1998, which was later sold to The Coca-Cola Company, and previously served as Honest Tea’s President and TeaEO until 2015. In 2022, Mr. Goldman was named Person of the Year by BevNet Magazine, and in 2015 he was named the #1 Disruptor by Beverage World and Beverage Executive of the Year by Beverage Industry magazine. He has also been recognized as an Ernst & Young Entrepreneur of the Year and by the Washington Business Hall of Fame. In 2018, Partnership for a Healthier America recognized Mr. Goldman with its Visionary CEO award. Mr. Goldman is a co-Chair of the Yale School of Management’s Entrepreneurship Advisory Board and, since January 2008, has served on the board of directors of Bethesda Green, a sustainability non-profit he co-founded in Bethesda, Maryland. He also served on the board of directors of Ripple Foods, a dairy-free plant-based milk company, from November 2015 to October 2020, the advisory board of the American Beverage Association from 2013 to 2019 and the Yale School of Management from July 2013 to March 2020. Mr. Goldman has demonstrated his commitment to boardroom excellence as a Board Leadership Fellow with the National Association of Corporate Directors. Mr. Goldman received a BA degree in Government from Harvard College and an MPPM degree from Yale School of Management and is a Henry Crown Fellow at the Aspen Institute. We believe that Mr. Goldman is qualified to serve on our board of directors due to his extensive experience working at fast-growing brands in the food and beverage industry, his experience founding and building entrepreneurial companies, and his knowledge of sustainable business practices.

  23. CHELSEA A. GRAYSON

    CHELSEA A. GRAYSON

  24. Chair of the Risk Committee

    Chair of the Risk Committee

  25. Member of the Nominating and Corporate Governance Committee

    Member of the Nominating and Corporate Governance Committee

  26. Other Current Public Company Boards: Xponential Fitness, Inc. (NYSE: XPOF)

    Other Current Public Company Boards: Xponential Fitness, Inc. (NYSE: XPOF) Chelsea A. Grayson has served as a member of our board of directors since May 2024. Ms. Grayson served as an Executive-in-Residence at Wunderkind Corporation (formerly BounceX), a behavioral automation software and analytics company, 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), a global 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 December 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, Inc. she was a partner in the M&A/Corporate Governance practice groups at Loeb & Loeb LLP and Jones Day. Ms. Grayson has been a member of the board of directors of Xponential Fitness, Inc. (NYSE: XPOF), a leading franchisor of boutique fitness and wellness brands (including Rumble, StretchLab, Club Pilates, YogaSix, CycleBar, Pure Barre, AKT, BFT and Lindora) since October 2021, where she currently is the Chair of the Nominating and Corporate Governance Committee and is a member of the Audit Committee and the Human Capital Management Committee. She has also served on the board of directors of Bedrock Manufacturing Company, owner of the Shinola Detroit and Filson brands, since February 2025, and on the board of directors of The Sunrider Corporation, doing business as Sunrider International, a manufacturing, direct selling and retail sales company in the nutraceutical space, since January 2025. 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. Ms. Grayson has demonstrated her commitment to boardroom excellence as a Board Leadership Fellow with the National Association of Corporate Directors. Ms. Grayson’s experience at Spark Networks SE, True Religion, Inc. and American Apparel Inc. included executive officer experience prior to or during the time those companies were involved in Chapter 11 bankruptcy reorganization proceedings. Ms. Grayson received a JD degree, Order of the Coif, from Loyola Law School, and a BA 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.

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

    Other Current Public Company Boards: Corcept Therapeutics Incorporated (NASDAQ: CORT) Joshua M. Murray has served as a member of our board of directors since May 2024. Mr. Murray is currently Chief Financial Officer and Head of Strategy at Orca Biosystems, Inc., 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 Biosystems, Inc., 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 Incorporated (NASDAQ: CORT), a commercial-stage company engaged in the discovery and development of medications to treat severe endocrinologic, oncologic, metabolic and neurologic disorders by modulating the effects of the hormone cortisol, since June 2021, and currently serves on its Audit Committee. Mr. Murray received an AB 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 due to his experience in corporate finance and his experience on another public company board of directors.

  28. CGI Inc. (NYSE: GIB)

    CGI Inc. (NYSE: GIB) 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 as Chair of its Audit Committee and as a member of its Corporate Governance Committee and Personnel & Compensation Committee. Ms. Waller has been a member of the board of directors of CGI Inc. (NYSE: GIB), a leading IT and business consulting services firm, since December 2018 and currently serves as Chair of its Audit and Risk Management Committee. Ms. Waller has also been an executive mentor with the ExCo Group, a global firm of executive mentors, since 2021. Previously she served on the board of directors of Cadence Bank (NYSE: CADE), Coca-Cola FEMSA, S.A.B. de C.V and Monster Beverage Corporation. In addition, she is currently a member of the Board of Trustees of the University of Rochester, Spelman College, the Woodruff Arts Center, where she also serves as Treasurer and Finance Committee Chair, and the Atlanta History Center, and is a Director at Large for the Girl Scouts of Greater Atlanta. 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. Ms. Waller received a BA degree in History from the University of Rochester and an MBA degree in Accounting and Finance from the Simon Business School at the University of Rochester. We believe that Ms. Waller is qualified to serve on our board of directors due to her more than 30 years of experience in accounting and finance at a major public company and her experience on other public company boards of directors.

  29. 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 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 2024, Mr. Brown, our 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. As discussed further below, in October 2024, our human capital management and compensation committee recommended and our board of directors adopted stock ownership guidelines for outside directors. There was no other change to our non-employee director compensation in 2024.

  30. 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, 2024. As a named executive officer, the compensation received by Mr. Brown is shown below in “Executive Compensation: Summary Compensation Table.”

  31. Non-Employee Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Nandita Bakhshi | 33,544 | 362,585 | — | 396,129 | | Seth Goldman | 70,500 | 107,244 | — | 177,744 | | Chelsea A. Grayson | 30,824 | 362,585 | — | 393,409 | | Sally Grimes(3) | — | — | — | — | | Colleen Jay | 53,989 | 107,244 | — | 161,233 | | C. James Koch | 43,000 | 107,244 | — | 150,244 | | Raymond J. Lane | 45,000 | 107,244 | — | 152,244 | | Joshua M. Murray | 28,709 | 362,585 | — | 391,294 | | Muktesh “Micky” Pant(4) | 20,967 | — | — | 20,967 | | Ned Segal(4) | 18,791 | — | — | 18,791 | | Kathy N. Waller | 70,500 | 107,244 | — | 177,744 |

  32. 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 Mses. Bakhshi and Grayson and Mr. Murray were prorated from May 23, 2024, when they joined the board of directors. Amounts shown for Messrs. Pant and Segal and Ms. Grimes were prorated through the end of their term as a Class II director on May 23, 2024. (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 Mses. Bakhshi and Grayson and Mr. Murray and the annual RSU awards granted to each of our non-employee directors on May 23, 2024 under our 2018 Equity Incentive 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, 2024, each non-employee director held 6,242 outstanding unvested RSU awards, except Mses. Bakhshi and Grayson and Mr. Murray who each held 34,811 outstanding unvested RSU awards, Mr. Koch who held 15,494 outstanding unvested RSU awards and Ms. Jay who held 7,229 outstanding unvested RSU awards. As of December 31, 2024, the following non-employee directors held outstanding unexercised stock option awards: Mr. Goldman (70,940) and Ms. Waller (16,734). No other non-employee directors held outstanding stock option awards as of December 31, 2024. (3)Ms. Grimes served as a director through the end of her term as a Class II director on May 23, 2024. Ms. Grimes waived payment of $20,176 in non-employee director fees for service during her term as a director in 2024. (4)Messrs. Pant and Segal served as directors through the end of their respective terms as a Class II director on May 23, 2024.

  33. Alignment Between 2024 Performance and Executive Compensation

    Alignment Between 2024 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 2024 realizable total direct compensation (“Realizable TDC”) in relation to 2024 Target TDC. Zero Payouts Under Our Short-Term Incentive (“STI”) Plan and Significant Reductions to Realizable Value of Stock Options and RSUs For 2024, 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; gross margin; and operating expenses. Our human capital management and compensation committee convened in February 2025 to discuss the level of achievement of the 2024 performance goals and determined that the 2024 threshold funding goals for net revenues, free cash flow, gross margin and operating expenses were not achieved. As a result, our NEOs did not receive any payments under our Executive Incentive Bonus Plan (“Bonus Plan”) for 2024. By the end of 2024, 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 38% of their grant-date target value. CEO 2024 Target TDC and Year-End 2024 Realizable TDC The graphic below shows year-end 2024 Realizable TDC in relation to 2024 Target TDC for our President and Chief Executive Officer, Mr. Brown. As shown below, Mr. Brown’s year-end 2024 Realizable TDC was approximately 32% of his 2024 Target TDC. (1)Year-end 2024 Realizable TDC for RSUs is calculated based on the number of shares subject to the 2024 RSU award (230,297) multiplied by the closing price of the company’s common stock on December 31, 2024 ($3.76). (2)Year-end 2024 Realizable TDC for Performance Stock Units (“PSUs”) is calculated based on the number of shares (at target performance) subject to the second and third tranches of the 2024 PSU award (100,841) multiplied by the closing price of the company’s common stock on December 31, 2024 ($3.76), and reflects the forfeiture of the number of shares (at target performance) subject to the first tranche of the 2024 PSU award (55,597) for the performance period January 1, 2024 to December 31, 2024. See “2024 NEO Compensation Details—Equity Awards—2024 PSU Awards.”

  34. How the Board of Directors is Addressing Feedback About Our Compensation Program

    How the Board of Directors is Addressing Feedback About Our Compensation Program Our board of directors and human capital management and compensation committee deem stockholder input essential and will continue to consider stockholder views in the evolution of our executive compensation program. The majority of the stockholders who voted at our 2024 annual meeting, representing approximately 85% of total votes cast, voted in support of our Say on Pay proposal. In 2023, we launched a formal stockholder outreach program, which included attendance by the chair of our human capital management and compensation committee, in order to solicit additional input from stockholders on board composition, governance practices and policies, executive compensation framework, and other matters related to our strategy and performance. At the time of our outreach in 2023, our institutional ownership totaled approximately 39% of our issued and outstanding shares. In 2023, we solicited the views of our top institutional investors that we believe represented approximately 24% of our issued and outstanding shares and had discussions with and received feedback from investors representing approximately 19% of our issued and outstanding shares. In 2024, we continued our formal stockholder outreach program. At the time of our outreach in 2024, our institutional ownership totaled approximately 36% of our issued and outstanding shares. We solicited the views of our top institutional investors that we believe represented approximately 23% of our issued and outstanding shares as of August 7, 2024. We had discussions with and received feedback from investors representing approximately 17% of our issued and outstanding shares as of August 7, 2024. Feedback from our stockholder outreach program relating to executive compensation matters was shared with and considered by our human capital management and compensation committee. Stockholder feedback received in 2023 and 2024 was generally supportive of the design of our executive compensation program. In response to stockholder feedback received in 2023, our human capital management and compensation committee made certain changes to our executive compensation program for 2024: •Adjustments to peer group for compensation benchmarking. For 2024, the peer group was revised to include only food and beverage companies within a relevant size range and remove biotechnology, pharmaceuticals and life sciences, and high-growth companies. •Introduction of performance-based long-term incentives. During our stockholder outreach program in 2023, certain stockholders expressed preference for a stronger performance component in our long-term incentive (“LTI”) plan design. Although we believe our stock option awards to be 100% performance-based with value tied to stock price performance, in 2024, we introduced PSUs for 50% of our CEO’s and CFO’s 2024 LTI awards (in lieu of 50% of our CEO’s and CFO’s LTI awards that had been granted in stock options for prior years), with vesting based on the company’s total shareholder return (“TSR”) relative to a TSR comparator group (“Relative TSR Performance”) for each performance period. The introduction of PSUs is intended to further align such executives’ long-term pay not only with share price movement but also other financial and/or operational imperatives. In October 2024, our board of directors adopted stock ownership guidelines for outside directors to strengthen the alignment of interests between our non-employee directors and stockholders. As of December 31, 2024, each non-employee director was in compliance with the applicable stock ownership guidelines or on track to achieve compliance within the allotted five-year time frame. As presented under “Security Ownership of Certain Beneficial Owners and Management” beginning on page 101, the number of shares beneficially owned as of the Record Date by our President and Chief Executive Officer, Mr. Brown, is 3,553,463, which represents approximately 4.6% of the shares of common stock outstanding, and approximately 26-times Mr. Brown’s annual base salary, in each case, as of the Record Date.

  35. 2024 NEO Compensation Details

    2024 NEO Compensation Details Our three core elements of NEO direct compensation are base salary, an annual cash STI 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 graphics below reflect the approximate general distribution of these three core elements of NEO Target TDC awarded during 2024 as determined by our human capital management and compensation committee. The above calculations include: (i) full annual base salary at highest level for each NEO including Mr. Brown ($500,000), Mr. Kutua ($390,000), Dr. Ajami ($440,000), Ms. Witteman ($415,000) and Mr. Nelson ($370,000); (ii) full cash STI bonus at target for each NEO, including Mr. Brown ($500,000), Mr. Kutua ($234,000), Dr. Ajami ($264,000), Ms. Witteman ($249,000) and Mr. Nelson ($222,000); and (iii) target value of equity awards based on 2024 annual equity awards for each NEO, including Mr. Brown ($4,500,000), Mr. Kutua ($2,000,000), Dr. Ajami ($1,550,000), Ms. Witteman ($1,200,000) and Mr. Nelson ($1,200,000).

  36. Executive Incentive Bonus Plan

    Executive Incentive Bonus Plan The annual STI awards to our NEOs are granted under our Bonus Plan. Our Bonus Plan allows our human capital management and compensation committee to approve cash STI awards to selected officers and employees, including our NEOs, based upon performance goals established by our human capital management and compensation committee and tied to the performance criteria enumerated in the Bonus Plan. Bonus payments under the Bonus Plan are earned by our NEOs if we achieve specified performance goals, which advances our long-term strategic plans and, ultimately, stockholder value over time. We consider these cash payments to be performance-based compensation since payouts are directly tied to achievement of performance goals. Performance goals under the Bonus Plan can be tied to financial, operational, strategic or other key objectives, and may be measured over performance periods of any length, in each case as determined by our human capital management and compensation committee. While our human capital management and compensation committee awards annual cash STI opportunities to our NEOs under the Bonus Plan, other types of performance-based cash awards could be granted under the Bonus Plan in accordance with its terms. 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 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. Awards are typically subject to 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 STI Target At the beginning of 2024, our human capital management and compensation committee set annual cash STI targets for each of our executive officers for purposes of their annual STI awards under the Bonus Plan. An annual cash STI target is the amount of cash STI compensation that an executive officer could earn if we achieve our performance goals for the year. Targets are expressed as a percentage of the executive officer’s base salary. In reviewing annual cash STI 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 annual cash STI targets for each of our NEOs for 2024 as compared to 2023 are summarized below.

  37. Executive Incentive Bonus Plan

    | NEO | 2024 CASH STI TARGET (% OF BASE SALARY) | 2023 CASH STI TARGET (% OF BASE SALARY) | | Ethan Brown | 100% | 100% | | Lubi Kutua | 60% | 60% | | Dariush Ajami, PhD | 60% | 60% | | Teri L. Witteman | 60% | 60% | | Jonathan Nelson | 60% | 40%(1) |

  38. Executive Incentive Bonus Plan

    (1)In determining the 2023 actual cash STI payment for Mr. Nelson, our human capital management and compensation committee exercised positive discretion to increase Mr. Nelson’s bonus 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. Threshold Funding Goals Our human capital management and compensation committee follows a robust target setting process for annual awards under the Bonus Plan, which considers, among other things, the company’s annual operating plan and external indicators, such as the economic environment and analyst perspectives. On an annual basis, our human capital management and compensation committee sets threshold funding goals for the Bonus Plan. In the first quarter of 2024, 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 2024, the threshold funding goals are set forth in the table below under “2024 Corporate Performance Goals and Achievement.” Performance Goals In 2024, 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 2024 corporate goals were designed to align with the company’s 2024 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 2024 STI plan design encourage our executive officers to focus on execution of company strategy and priorities and their accountability to those priorities. Our 2024 corporate goals and the rationale for each of these goals is summarized in the table below.

  39. 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 and/or sustain our profitability and financial performance objectives | | Free cash flow | Supports ability to make progress toward achieving and/or sustaining our profitability and financial performance objectives, including through lean value stream delivery of top projects, inventory reduction and cash flow generation | | Operating expenses | Incentivizes cost management and expense reduction |

  40. Executive Incentive Bonus Plan

    2024 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. Our 2024 corporate performance goals, as established by our human capital management and compensation committee, and the level of achievement for each goal based on our final audited consolidated financial results, are set forth in the table below.

  41. Executive Incentive Bonus Plan

    | GOAL | WEIGHTING | THRESHOLD (50%) | TARGET (100%) | STRETCH (150%) | MAXIMUM (200%) | ACTUAL LEVEL OF ACHIEVEMENT | | Net revenues $(M) | 20% | $345.0 | $355.0 | $365.0 | $400.0 | $326.5 | | Gross margin | 20% | 17.5% | 21.5% | 25.0% | 29.0% | 12.8% | | Free cash flow $(M)(1) | 30% | $(65.0) | $(55.0) | $(45.0) | $(35.0) | $(100.0) | | Operating expenses $(M)(2) | 30% | $170.0 | $160.0 | $152.5 | $145.0 | $190.3 |

  42. Executive Incentive Bonus Plan

    (1)In determining the actual level of achievement of the free cash flow goal, the human capital management and compensation committee excluded $10.0 million for a contract termination fee with a consulting firm. (2)In determining the actual level of achievement of the operating expenses goal, the human capital management and compensation committee excluded certain accrued litigation settlement costs of $7.5 million. Bonus Plan Payments Upon the completion of 2024, our human capital management and compensation committee reviewed the company’s performance against the predetermined performance goals to determine the level of achievement of each performance goal and determined that the 2024 threshold funding goals were not achieved. As a result, our NEOs did not receive any payment under the Bonus Plan for 2024 performance.

  43. Executive Incentive Bonus Plan

    | NEO | 2024 BASE SALARY ($) | 2024 CASH STI TARGET (% OF BASE SALARY) | 2024 CASH STI TARGET AMOUNT ($) | 2024 ACTUAL CASH STI PAYMENT ($) | | Ethan Brown | 500,000 | 100 | 500,000 | — | | Lubi Kutua | 390,000 | 60 | 234,000 | — | | Dariush Ajami, PhD | 440,000 | 60 | 264,000 | — | | Teri L. Witteman | 415,000 | 60 | 249,000 | — | | Jonathan Nelson | 370,000 | 60 | 222,000 | — |

  44. 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. In October 2024, our independent compensation consultant, WTW, reviewed our mid-year 2024 equity spend and share utilization for the period January 1, 2024 to June 30, 2024 in relation to practices of our peer group that was revised to include food and beverage companies only and exclude biotechnology, pharmaceuticals and life sciences, and high-growth companies. Based on this analysis, WTW determined that our equity run rate and annual dollar spend were each above the 75th percentile of food and beverage peers. The increase in annual share usage (run rate) was primarily driven by the company’s lower stock price. In addition, despite having declined approximately 4% from the prior year, our overall annual equity fair value to all LTI participants was above the 75th percentile of food and beverage peers. We expect our equity spend market position to improve as we further manage fair value and share utilization toward food and beverage industry practices. 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. Performance Stock Units Beginning in 2024, we introduced PSUs for 50% of our CEO’s and CFO’s 2024 LTI awards (in lieu of 50% of our CEO’s and CFO’s LTI awards that had been granted in stock options for prior years), with vesting based on the company’s Relative TSR Performance for each performance period. The introduction of PSUs is intended to further align such executives’ long-term pay not only with share price movement but also with other financial and/or operational imperatives. 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 PSUs, the 2024 PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period. Each performance period begins on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively. 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). 2024 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 2024, our human capital management and compensation committee granted annual equity awards under our 2018 Equity Incentive Plan to our NEOs. In the case of NEOs other than our CEO and CFO, such equity awards 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) of RSUs and stock options 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). As part of the transition to incorporating PSUs into our LTI program, in the case of our CEO and CFO, such equity awards were 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 human capital management and compensation committee believes this approximate 50/50 equity award mix (target dollar value) of RSUs and PSUs is appropriate for equity awards to our CEO and CFO because PSUs are intended to further align such executives’ long-term pay not only with share price movement but also with other financial and/or operational imperatives. The table below shows the equity awards granted to our NEOs in 2024.

  45. Equity Awards

    | NEO | STOCK OPTIONS (#) | PSUs (#) | RSUs (#) | AGGREGATE GRANT DATE FAIR VALUE OF EQUITY AWARDS ($) | | Ethan Brown(1) | — | 156,438 | 230,297 | 4,500,019 | | Lubi Kutua(1) | — | 69,529 | 102,355 | 2,000,031 | | Dariush Ajami, PhD(2) | 131,803 | — | 79,325 | 1,549,796 | | Teri L. Witteman(2) | 102,041 | — | 61,413 | 1,199,843 | | Jonathan Nelson(2) | 102,041 | — | 61,413 | 1,199,843 |

  46. Equity Awards

    (1)Each PSU granted to Mr. Brown and Mr. Kutua on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, 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 amounts shown in the table above for each PSU award represent the number of units that would be earned based on achievement of the target level of the performance conditions. The RSUs granted to each of Mr. Brown and Mr. Kutua on March 1, 2024 vested as to 1/4th of the total number of shares subject to the RSU award on March 1, 2025 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 March 1, 2028, 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 Dr. Ajami, Ms. Witteman and Mr. Nelson on March 1, 2024 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on March 1, 2025 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 March 1, 2028, 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 Dr. Ajami, Ms. Witteman and Mr. Nelson on March 1, 2024 vested as to 1/4th of the total number of shares subject to the RSU award on March 1, 2025 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 March 1, 2028, 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. 2024 PSU Awards Each PSU granted to Mr. Brown and Mr. Kutua on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The market-based performance condition is based upon the company’s Relative TSR Performance for each performance period. The TSR comparator group includes the companies included in the S&P Food and Beverage Select Industry Index, excluding companies in the S&P 500, as of the beginning of each of the three performance periods that apply to the PSUs (each performance period begins on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively). The market-based performance condition allows for a range of vesting from 0% to 200% of the target amount, depending on the company’s Relative TSR Performance for the applicable performance period, as determined by the human capital management and compensation committee within 60 days following the end of the performance period. In addition to the market-based vesting condition, these PSUs are subject to the continued service of the executive officers through the last day of the applicable performance period. PSUs that are unvested three months following the end of the performance period will be forfeited and returned to our 2018 Equity Incentive Plan on that date, or such earlier date as determined by our human capital management and compensation committee. The fair value of PSUs is measured on the grant date using a Monte Carlo valuation model. Each of the three performance periods is considered an individual tranche of the award referred to below as “Tranche I,” “Tranche II” and “Tranche III,” respectively.

  47. Equity Awards

    | TRANCHE | PSUs (#) | GRANT DATE FAIR VALUE PER PSU ($) | PERFORMANCE PERIOD | | Tranche I(1) | 80,307 | 13.49 | 1/1/24 – 12/31/24 | | Tranche II(2) | 74,714 | 14.50 | 1/1/24 – 12/31/25 | | Tranche III(3) | 70,946 | 15.27 | 1/1/24 – 12/31/26 |

  48. Equity Awards

    (1)Tranche I consists of 55,597 and 24,710 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. (2)Tranche II consists of 51,725 and 22,989 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. (3)Tranche III consists of 49,116 and 21,830 target PSUs granted to Mr. Brown and Mr. Kutua, respectively. The first performance period for the 2024 PSUs began on January 1, 2024 and ended on December 31, 2024 (the “Tranche I Performance Period”). The shares subject to the Tranche I Performance Period (the “Tranche I Target PSUs”) were to vest on the last day of the Tranche I Performance Period in an amount equal to the applicable percentage set forth below for the Relative TSR Performance for the Tranche I Performance Period, so long as the applicable executive remained a service provider through such date:

  49. Equity Awards

    | RELATIVE TSR PERFORMANCE(1) | PERCENTAGE APPLICABLE TO THE RELATIVE TSR PERFORMANCE | | Less than 30th percentile | 0% | | 30th percentile | 50% | | 50th percentile | 100% | | 80th percentile and above | 200% |

  50. Equity Awards

    (1)Straight-line interpolation shall determine the Percentage Applicable to the Relative TSR Performance when Relative TSR Performance is between the 30th and 50th percentiles or between the 50th and 80th percentiles. For purposes of determining the vesting of the Tranche I Target PSUs, WTW calculated the company’s Relative TSR Performance for the Tranche I Performance Period based on information provided by the company and data sourced from Standard & Poor’s Capital IQ, and provided the results of such calculation in a letter to the company dated January 15, 2025 (the “WTW Letter”). WTW concluded that the company’s Relative TSR Performance for the Tranche I PSUs was less than the 30th percentile resulting in 0% of the Tranche I Target PSUs vesting. After consideration of the WTW Letter, on February 4, 2025, our human capital management and compensation committee determined that the company’s Relative TSR Performance for the Tranche I PSUs was less than the 30th percentile, resulting in 0% of the Tranche I Target PSUs vesting. Accordingly, the unvested Tranche I Target PSUs were forfeited and returned to our 2018 Equity Incentive Plan share reserve for future grant under our 2018 Equity Incentive Plan. 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 2024, our annual equity grant guidelines were significantly lower than annual equity grant guidelines of prior years, as we further manage equity fair value and share utilization toward food and beverage industry practices. New-hire grant guidelines were 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 2024 equity grant(s).

  51. Equity Awards

    | NEO | 2024 TARGET DOLLAR VALUE ($) | | Ethan Brown | 4,500,000 | | Lubi Kutua | 2,000,000 | | Dariush Ajami, PhD | 1,550,000 | | Teri L. Witteman | 1,200,000 | | Jonathan Nelson | 1,200,000 |

  52. Equity Awards

    Equity Element Allocation In 2024, after setting the estimated target dollar value for each NEO’s annual equity awards, the human capital management and compensation committee sought to allocate the dollar value equally between stock options and RSUs, in the case of NEOs other than the CEO and CFO, and PSUs and RSUs for the CEO and CFO. Prior to May 18, 2021, 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) 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 (i) the target dollar value by (ii) 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 option share with the company’s standard option terms, as determined by the company in consultation with the company’s plan administrator, rounded up to the next whole share. The fair value of PSUs is measured on the grant date using a Monte Carlo valuation model. The market-based performance condition used for the 2024 PSU awards is based upon the company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. The effect of the market condition is considered in determining the award’s grant date fair value, which is not subsequently revised based on actual performance for stock settled awards. The expense is therefore fixed at the time of grant in relation to this feature. The expense may only be adjusted for any service-related forfeitures. Consistent with FASB ASC Topic 718, the full grant date fair value (at target performance) for the market-related TSR component for all three tranches of the 2024 PSU awards is included in the amounts shown below. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Based on the valuation results under FASB ASC Topic 718, as determined by WTW, the fair value of the relative TSR portion of the 2024 PSU awards was as follows:

  53. Equity Awards

    | TRANCHE | TARGET VALUE OF PSU AWARD ($) | GRANT DATE FAIR VALUE PER PSU ($) | TARGET PSUs SUBJECT TO AWARD (#) | PERFORMANCE PERIOD | | Tranche I | | | | | | Ethan Brown | 750,004 | 13.49 | 55,597 | 1/1/24 – 12/31/24 | | Lubi Kutua | 333,338 | 13.49 | 24,710 | 1/1/24 – 12/31/24 | | Tranche II | | | | | | Ethan Brown | 750,013 | 14.50 | 51,725 | 1/1/24 – 12/31/25 | | Lubi Kutua | 333,341 | 14.50 | 22,989 | 1/1/24 – 12/31/25 | | Tranche III | | | | | | Ethan Brown | 750,001 | 15.27 | 49,116 | 1/1/24 – 12/31/26 | | Lubi Kutua | 333,344 | 15.27 | 21,830 | 1/1/24 – 12/31/26 |

  54. Other Benefits

    Other Benefits Nominal Cash Allowance 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. 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. 401(k) Plan We maintain a defined contribution retirement plan for our eligible U.S. employees. Participants may make pre‑ and post-tax contributions to the plan from their eligible earnings, and we may make matching contributions and profit sharing contributions to eligible participants, in each case, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code (the “Code”). Effective January 1, 2022, we increased matching contributions under the 401(k) plan to a safe harbor match of 100% of the first 4% of employee contributions. We previously offered, including in 2021, matching contributions under the 401(k) plan equal to up to 50% of employee contribution to a maximum of $3,000. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The plan is intended to be qualified under Section 401(a) of the Code, and the plan’s trust is intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified 401(k) plan, the pre-tax contributions to the 401(k) plan and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Post-tax contributions and income earned on such contributions are not taxed at the time of withdrawal, provided it is a qualified distribution. The table under “All Other Compensation” of the “Summary Compensation Table” provides additional information regarding 401(k) plan matching contributions made to our NEOs in 2024. 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 2024, 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.

  55. Peer Group Comparisons for Benchmarking NEO Compensation

    Peer Group Comparisons for Benchmarking NEO Compensation 2024 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. 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 reflect 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 2024, 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. For 2024, based upon input from management and the 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 to remove biotechnology, pharmaceuticals and life sciences, and high-growth companies. 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 and competitors for executive talent.

  56. Peer Group Comparisons for Benchmarking NEO Compensation

    | 2024 PEER GROUP | | | | 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. | |

  57. Peer Group Comparisons for Benchmarking NEO Compensation

    2025 Peer Group For 2025, based upon input from management and the 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 companies that have been acquired or taken private, changed business models or characteristics, or have extraordinarily low market capitalization.

  58. Peer Group Comparisons for Benchmarking NEO Compensation

    | 2025 PEER GROUP | | | | BellRing Brands, Inc. | Freshpet, Inc. | SunOpta Inc. | | The Boston Beer Company, Inc. | Lancaster Colony Corporation | Tootsie Roll Industries, Inc. | | BRC Inc. | Medifast, Inc. | The Vita Coco Company, Inc. | | Calavo Growers, Inc. | Seneca Foods Corporation | Vital Farms, Inc. | | Celsius Holdings, Inc. | The Simply Good Foods Company | Westrock Coffee Company |

  59. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K under the Exchange Act. The company’s practice has been to grant LTI equity awards on a predetermined schedule. Generally, during the first quarter of the year, our human capital management and compensation committee reviews the value, amount and mix of equity compensation to be awarded (inclusive of RSUs, PSUs and stock options) to executive officers. Our human capital management and compensation committee then generally approves the grant of such equity awards on the first business day of the company’s open trading window after the company’s release of financial results for the prior year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, which may occur before the filing of the company’s Annual Report on Form 10-K for the prior year. In the event there is a delay in reviewing the value, amount and mix of such awards, the approval of the grant of such awards by our human capital management and compensation committee will be deferred until the first business day of the company’s open trading window after the company’s release of quarterly financial results through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, which may occur before the filing of the company’s Quarterly Report on Form 10-Q for such quarter. Our human capital management and compensation committee does not take material nonpublic information into account when determining the timing and terms of LTI equity awards. Instead, the timing of grants is generally in accordance with the yearly compensation cycle, with awards granted at the start of the new year to incentivize executive officers to deliver on the company’s strategic objectives for the new year. The company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is precluded due to the predetermined schedule described above. The following table contains information required by Item 402(x)(2) of Regulation S-K under the Exchange Act about stock options granted to the company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The company did not grant any stock options to our CEO and CFO in 2024. The company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information.

  60. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING THE AWARD | EXERCISE PRICE OF THE AWARD ($/SH)(1) | GRANT DATE FAIR VALUE OF THE AWARD ($)(2) | PERCENTAGE CHANGE IN THE CLOSING MARKET PRICE OF THE SECURITIES UNDERLYING THE AWARD BETWEEN THE TRADING DAY ENDING IMMEDIATELY PRIOR TO THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION AND THE TRADING DAY BEGINNING IMMEDIATELY FOLLOWING THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION(3) | | Ethan Brown | — | — | — | — | — | | Lubi Kutua | — | — | — | — | — | | Dariush Ajami, PhD | 3/1/2024 | 131,803 | 9.77 | 774,791 | (20.4)% | | Teri L. Witteman | 3/1/2024 | 102,041 | 9.77 | 599,838 | (20.4)% | | Jonathan Nelson | 3/1/2024 | 102,041 | 9.77 | 599,838 | (20.4)% |

  61. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    (1)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. (2)The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted under our 2018 Equity Incentive Plan during 2024, as calculated in accordance with FASB ASC Topic 718. (3)Calculated using the closing price of our common stock on the Nasdaq Global Select Market on February 29, 2024 and March 4, 2024, of $10.69 and $8.51 per share, respectively, based on the filing of our 2023 Form 10-K after market close on March 1, 2024. However, our 2023 Form 10-K did not contain any material nonpublic information, as the material information about the most recently completed fiscal year was reported through our filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, on February 27, 2024.

  62. 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:

  63. 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 President and Chief Executive Officer | 2024 | 500,000 | 1,200 | 4,500,019 | — | — | 15,732 | 5,016,951 | | | 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 | | Lubi Kutua Chief Financial Officer and Treasurer | 2024 | 390,000 | 1,200 | 2,000,031 | — | — | 14,217 | 2,405,447 | | | 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 Chief Innovation Officer | 2024 | 440,000 | 1,200 | 775,005 | 774,791 | — | 14,680 | 2,005,676 | | | 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 | | Teri L. Witteman, Chief Legal Officer and Secretary | 2024 | 415,000 | 1,200 | 600,005 | 599,838 | — | 15,905 | 1,631,948 | | | 2023 | 411,250 | 1,200 | 500,002 | 500,005 | 147,906 | 15,305 | 1,575,668 | | | 2022 | 393,500 | 1,200 | 500,044 | 560,263 | — | 13,367 | 1,468,374 | | Jonathan Nelson(7) Chief Operations Officer | 2024 | 370,000 | 1,200 | 600,005 | 599,838 | — | 34,646 | 1,605,689 | | | 2023 | 366,250 | 1,200 | 900,010 | 500,005 | 131,868 | 50,436 | 1,949,769 |

  64. 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 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 the RSU and PSU awards (at target performance) granted to each of Mr. Brown and Mr. Kutua for 2024, the RSU awards granted to each of Dr. Ajami, Ms. Witteman and Mr. Nelson for 2024, and the RSU awards granted to each of the NEOs for 2023 and 2022 under our 2018 Equity Incentive 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. The market-based performance condition used for the 2024 PSU awards is based upon the company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. Consistent with FASB ASC Topic 718, the full grant date fair value (at target performance) for the market-related TSR component for all three tranches of the 2024 PSU awards is included in the amounts shown. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The fair value of PSUs is measured on the grant date using a Monte Carlo valuation model. The following valuation assumptions were used in the Monte Carlo valuation model for the PSUs granted on March 1, 2024:

  65. Summary Compensation Table

    | ASSUMPTION | AS OF MARCH 1, 2024 | | Expected term (years) | 2.8 | | Expected volatility | 78.7% | | Average correlation | 21.4% | | Risk-free interest rate | 4.36% | | Dividend yield | 0.0% | | Measurement date stock price | $9.77 |

  66. Summary Compensation Table

    Expected Term: The expected term is based on the grant date of the PSU awards (3/1/2024) through the end of the performance period (12/31/2026). Expected Volatility and Correlation Assumptions: Volatility and correlation measures were based on three years of daily historical stock price data through March 1, 2024. Starting TSR: Starting TSR was calculated for the company and each of the companies in the TSR comparator group based on the closing price on the date of grant compared to the closing price on the trading day immediately preceding the beginning of each of the performance periods. Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release with a term corresponding to the remaining length of the performance period. Dividend Yield Assumption: For purposes of calculating TSR, which is inclusive of dividend payments, the dividend yield assumption is zero (i.e., stock prices include amounts that would otherwise have been paid as dividends). For purposes of discounting projected payouts to determine the fair value, the dividend yield assumption is also zero because the company is a non-dividend paying company. The table below sets forth the grant date fair value for the PSUs granted to each of Mr. Brown and Mr. Kutua on March 1, 2024, based upon (i) the probable outcome of the market-based performance condition (at target performance) using the Monte Carlo valuation model, and (ii) the maximum outcome of the market-based performance condition (at 200% of the target amount) using the Monte Carlo valuation model.

  67. Summary Compensation Table

    | TRANCHE | TARGET PSUs SUBJECT TO AWARD (#) | GRANT DATE FAIR VALUE PER PSU ($) | PROBABLE OUTCOME OF PERFORMANCE CONDITIONS GRANT DATE FAIR VALUE ($) | MAXIMUM OUTCOME OF PERFORMANCE CONDITIONS GRANT DATE FAIR VALUE ($) | | Tranche I | | | | | | Ethan Brown | 55,597 | 13.49 | 750,004 | 1,500,007 | | Lubi Kutua | 24,710 | 13.49 | 333,338 | 666,676 | | Tranche II | | | | | | Ethan Brown | 51,725 | 14.50 | 750,013 | 1,500,025 | | Lubi Kutua | 22,989 | 14.50 | 333,341 | 666,681 | | Tranche III | | | | | | Ethan Brown | 49,116 | 15.27 | 750,001 | 1,500,003 | | Lubi Kutua | 21,830 | 15.27 | 333,344 | 666,688 | | TOTAL | | | | | | Ethan Brown | | | 2,250,018 | 4,500,035 | | Lubi Kutua | | | 1,000,023 | 2,000,045 |

  68. Summary Compensation Table

    The amounts set forth in this column 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 “Grants of Plan-Based Awards in 2024” and “Outstanding Equity Awards at 2024 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 our 2018 Equity Incentive 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 2024 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 “Grants of Plan-Based Awards in 2024” and “Outstanding Equity Awards at 2024 Fiscal Year-End.” (5)None of the NEOs received a performance bonus under our Bonus Plan in 2024. (6)The table set forth below under “All Other Compensation” provides additional information regarding these amounts for 2024. (7)Mr. Nelson was not an NEO in 2022 and, as a result, no disclosure is made for 2022 in accordance with SEC rules.

  69. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows for the year ended December 31, 2024, certain information regarding grants of plan-based awards to our NEOs.

  70. Grants of Plan-Based Awards in 2024

    | | | | | | | | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(5) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(6) | | NAME | AWARD TYPE | GRANT DATE(1) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($)(2) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (#)(3) | | | | | | | | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | Ethan Brown(7) | RSUs | 03/01/2024 | — | — | — | — | — | — | 230,297 | — | — | 2,250,001 | | | PSUs | 03/01/2024 | — | — | — | 78,219 | 156,438 | 312,876 | — | — | — | 2,250,018 | | | Cash Incentive | N/A | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Lubi Kutua(7) | RSUs | 03/01/2024 | — | — | — | — | — | — | 102,355 | — | — | 1,000,008 | | | PSUs | 03/01/2024 | — | — | — | 34,765 | 69,529 | 139,058 | — | — | — | 1,000,023 | | | Cash Incentive | N/A | 117,000 | 234,000 | 468,000 | — | — | — | — | — | — | — | | Dariush Ajami, PhD(8) | RSUs | 03/01/2024 | — | — | — | — | — | — | 79,325 | — | — | 775,005 | | | Options | 03/01/2024 | — | — | — | — | — | — | — | 131,803 | 9.77 | 774,791 | | | Cash Incentive | N/A | 132,000 | 264,000 | 528,000 | — | — | — | — | — | — | — | | Teri L. Witteman(8) | RSUs | 03/01/2024 | — | — | — | — | — | — | 61,413 | — | — | 600,005 | | | Options | 03/01/2024 | — | — | — | — | — | — | — | 102,041 | 9.77 | 599,838 | | | Cash Incentive | N/A | 124,500 | 249,000 | 498,000 | — | — | — | — | — | — | — | | Jonathan Nelson(8) | RSUs | 03/01/2024 | — | — | — | — | — | — | 61,413 | — | — | 600,005 | | | Options | 03/01/2024 | — | — | — | — | — | — | — | 102,041 | 9.77 | 599,838 | | | Cash Incentive | N/A | 115,500 | 231,000 | 462,000 | — | — | — | — | — | — | — |

  71. Grants of Plan-Based Awards in 2024

    (1)The grant date is also the date of approval for all RSU, PSU and stock option awards shown in the table. (2)Reflects threshold, target and maximum bonus amounts for 2024 performance under our Bonus Plan, as described in “2024 NEO Compensation Details—Executive Incentive Bonus Plan.” Threshold bonus amounts assume achievement of the performance goals at 50% of target, target bonus amounts assume achievement of the performance goals at 100% of target and maximum bonus amounts assume achievement of the performance goals at 200% of target. None of the NEOs received a performance bonus under our Bonus Plan in 2024. (3)The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the number of PSUs granted to each of Mr. Brown and Mr. Kutua in 2024. The amounts shown in the table assume 50% achievement for the threshold award, 100% achievement for the target award and 200% achievement for the maximum award. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024 and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively). The market-based performance condition allows for a range of vesting from 0% to 200% of the target amount, depending on the company’s Relative TSR Performance for the applicable performance period. For each of Tranche I, Tranche II and Tranche III, “Threshold” refers to the minimum number of PSUs that would vest if the company’s Relative TSR Performance for the applicable performance period is at the 30th percentile, “Target” refers to the number of PSUs that would vest if the company’s Relative TSR Performance for the applicable performance period is at the 50th percentile and “Maximum” refers to the maximum number of PSUs that would vest if the company’s Relative TSR Performance for the applicable performance period is at the 80th percentile or above. PSUs that are unvested three months following the end of the performance period will be forfeited and returned to our 2018 Equity Incentive Plan on that date, or such earlier date as determined by our human capital management and compensation committee. See the discussion and analysis regarding PSU awards in the section titled “2024 NEO Compensation Details—Equity Awards—2024 PSU Awards” for further information. (4)Represents the number of shares subject to RSU awards granted to each of our NEOs in 2024. (5)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. (6)The dollar amounts shown in this column represent the aggregate grant date fair values for financial statement reporting purposes of RSU awards, PSU awards (at target performance) and stock options granted in 2024 under our 2018 Equity Incentive Plan as calculated in accordance with FASB ASC Topic 718. The amounts set forth in this column do not represent the actual economic value that may be realized by the NEOs upon the vesting or 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 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. The fair value of PSUs is measured on the grant date using a Monte Carlo valuation model. The market-based performance condition used for the 2024 PSU awards is based upon the company’s Relative TSR Performance, which is considered to be a market condition under FASB ASC Topic 718, for each performance period. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (7)Each PSU granted to Mr. Brown and Mr. Kutua on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, 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. With respect to the PSUs granted to each of Mr. Brown and Mr. Kutua on March 1, 2024, on February 4, 2025, our human capital and compensation committee determined that the company’s Relative TSR Performance for the Tranche I PSUs was less than the 30th percentile, resulting in 0% of the Tranche I Target PSUs vesting. Accordingly, the unvested Tranche I Target PSUs were forfeited and returned to our 2018 Equity Incentive Plan share reserve for future grant under our 2018 Equity Incentive Plan. See “2024 NEO Compensation Details—Equity Awards—2024 PSU Awards.” The RSUs granted to each of Mr. Brown and Mr. Kutua on March 1, 2024 vested as to 1/4th of the total number of shares subject to the RSU award on March 1, 2025 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 March 1, 2028, 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. (8)The stock options granted to Dr. Ajami, Ms. Witteman and Mr. Nelson on March 1, 2024 vested and became exercisable as to 1/4th of the total number of shares subject to the option award on March 1, 2025 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 March 1, 2028, 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 Dr. Ajami, Ms. Witteman and Mr. Nelson on March 1, 2024 vested as to 1/4th of the total number of shares subject to the RSU award on March 1, 2025 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 March 1, 2028, 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.

  72. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding the unexercised stock options, unvested RSUs and unvested PSUs held by each NEO as of December 31, 2024:

  73. Outstanding Equity Awards at 2024 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) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($)(4) | | Ethan Brown | 301,960 | (5) | — | 0.95 | 7/19/2026 | — | — | — | — | | | 332,157 | (6) | — | 3.00 | 5/29/2028 | — | — | — | — | | | 540,000 | (7) | — | 25.00 | 4/30/2029 | — | — | — | — | | | 47,596 | (8) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 36,756 | (9) | 2,452(9) | 142.45 | 3/12/2031 | — | — | — | — | | | 88,130 | (10) | 36,291(10) | 47.42 | 3/1/2032 | — | — | — | — | | | 126,185 | (11) | 149,130(11) | 17.84 | 2/28/2033 | — | — | — | — | | | — | | — | — | — | 1,226(12) | 4,610 | — | — | | | — | | — | — | — | 19,441(13) | 73,098 | — | — | | | — | | — | — | — | 93,015(14) | 349,736 | — | — | | | — | — | — | — | — | 230,297(15) | 865,917 | — | — | | | — | — | — | — | — | — | — | 78,219(16) | 294,103(16) | | Lubi Kutua | 16,052 | (17) | — | 20.02 | 4/2/2029 | — | — | — | — | | | 2,278 | (18) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 2,272 | (19) | 152(19) | 142.45 | 3/12/2031 | — | — | — | — | | | 1,131 | (20) | 162(20) | 130.32 | 8/9/2031 | — | — | — | — | | | 4,108 | (21) | 1,692(21) | 47.42 | 3/1/2032 | — | — | — | — | | | 58,354 | (22) | 49,378(22) | 15.78 | 11/15/2032 | — | — | — | — | | | 42,775 | (23) | 50,553(23) | 17.84 | 2/28/2033 | — | — | — | — | | | — | | — | — | — | 76(24) | 286 | — | — | | | — | | — | — | — | 81(25) | 305 | — | — | | | — | | — | — | — | 907(26) | 3,410 | — | — | | | — | | — | — | — | 26,933(27) | 101,268 | — | — | | | — | | — | — | — | 31,531(28) | 118,557 | — | — | | | — | | — | — | — | 102,355(29) | 384,855 | — | — | | | — | | — | — | — | — | — | 34,765(30) | 130,716(30) | | Dariush Ajami, PhD | 46,669 | (31) | — | 17.03 | 10/23/2028 | — | — | — | — | | | 46,875 | (32) | — | 17.03 | 11/14/2028 | — | — | — | — | | | 100,000 | (33) | — | 25.00 | 4/30/2029 | — | — | — | — | | | 20,273 | (34) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 13,366 | (35) | 892(35) | 142.45 | 3/12/2031 | — | — | — | — | | | 1,104 | (36) | — | 63.42 | 12/13/2031 | — | — | — | — | | | 29,875 | (37) | 12,302(37) | 47.42 | 3/1/2032 | — | — | — | — | | | 42,775 | (38) | 50,553(38) | 17.84 | 2/28/2033 | — | — | — | — | | | — | | 131,803(39) | 9.77 | 3/1/2034 | — | — | — | — | | | — | | — | — | — | 446(40) | 1,677 | — | — | | | — | | — | — | — | 6,591(41) | 24,782 | — | — | | | — | | — | — | — | 31,531(42) | 118,557 | — | — | | | — | | — | — | — | 79,325(43) | 298,262 | — | — |

  74. Outstanding Equity Awards at 2024 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) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED ($)(4) | | Teri L. Witteman | 125,000(44) | — | 168.10 | 6/9/2029 | — | — | — | — | | | 11,754(45) | — | 96.10 | 3/2/2030 | — | — | — | — | | | 6,683(46) | 446(46) | 142.45 | 3/12/2031 | — | — | — | — | | | 884(47) | — | 63.42 | 12/13/2031 | — | — | — | — | | | 14,937(48) | 6,152(48) | 47.42 | 3/1/2032 | — | — | — | — | | | 21,387(49) | 25,277(49) | 17.84 | 2/28/2033 | — | — | — | — | | | — | 102,041(50) | 9.77 | 3/1/2034 | — | — | — | — | | | — | — | — | — | 223(51) | 838 | — | — | | | — | — | — | — | 3,296(52) | 12,393 | — | — | | | — | — | — | — | 15,766(53) | 59,280 | — | — | | | — | — | — | — | 61,413(54) | 230,913 | — | — | | Jonathan Nelson | 4,342(55) | 505(55) | 130.32 | 8/9/2031 | — | — | — | — | | | 5,813(56) | 1,938(56) | 64.51 | 12/10/2031 | — | — | — | — | | | 4,481(57) | 1,846(57) | 47.42 | 3/1/2032 | — | — | — | — | | | 21,387(58) | 25,277(58) | 17.84 | 2/28/2033 | — | — | — | — | | | — | 102,041(59) | 9.77 | 3/1/2034 | — | — | — | — | | | — | — | — | | 303(60) | 1,139 | — | — | | | — | — | — | — | 969(61) | 3,643 | — | — | | | — | — | — | — | 989(62) | 3,719 | — | — | | | — | — | — | — | 15,766(63) | 59,280 | — | — | | | — | — | — | — | 11,211(64) | 42,153 | — | — | | | — | — | — | — | 61,413(65) | 230,913 | — | — |

  75. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Equity awards granted prior to April 30, 2019 were granted under our 2011 Equity Incentive Plan and equity awards granted on or after April 30, 2019 were granted under our 2018 Equity Incentive Plan. Our 2011 Equity Incentive Plan was amended and restated as our 2018 Equity Incentive 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 our 2011 Equity Incentive 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 our 2011 Equity Incentive 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 price of 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 price of our common stock on December 31, 2024, the last trading day of the year, which was $3.76. (4)The market value of unvested PSU awards is calculated by multiplying the number of unvested units (at threshold performance) held by the applicable NEO by the closing price of our common stock on December 31, 2024, the last trading day of the year, which was $3.76. (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, 2024. (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, 2024. (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, 2024. (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. This stock option was fully vested as of December 31, 2024. (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 12, 2021 and the remainder of the grant vested or will vest in fifteen equal quarterly installments thereafter. (13)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. (14)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 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 March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (16)Each PSU granted to Mr. Brown on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, 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 target amount of 55,597 shares subject to Tranche I was forfeited on February 4, 2025 as the performance conditions for vesting were not met. The number of PSUs listed in this row represents the threshold outcome of the performance conditions, as performance was tracking below threshold achievement as of December 31, 2024. (17)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, 2024. (18)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. This stock option was fully vested as of December 31, 2024. (19)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. (20)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. (21)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. (22)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. (23)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. (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 vested or will vest in twelve equal quarterly installments thereafter. (29)One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter.

  76. Outstanding Equity Awards at 2024 Fiscal Year-End

    (30)Each PSU granted to Mr. Kutua on March 1, 2024 represents a contingent right to receive one share of common stock with market-based and service-based vesting conditions. The PSU awards comprise three tranches, with vesting based on the company’s Relative TSR Performance for each performance period (each performance period begins on January 1, 2024, and the performance periods end on December 31, 2024, December 31, 2025 and December 31, 2026 for a one-year, two-year and three-year performance period, respectively), with vesting at target equal to 50% of the total units subject to the PSU award, 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 target amount of 24,710 shares subject to Tranche I was forfeited on February 4, 2025 as the performance conditions for vesting were not met. The number of PSUs listed in this row represents the threshold outcome of the performance conditions, as performance was tracking below threshold achievement as of December 31, 2024. (31)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, 2024. (32)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, 2024. (33)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, 2024. (34)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. This stock option was fully vested as of December 31, 2024. (35)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. (36)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, 2024. (37)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. (38)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. (39)One-fourth of the shares subject to this stock option vested on March 1, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. (40)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. (41)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. (42)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (43)One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (44)One-fourth of the shares subject to this stock option vested on May 20, 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, 2024. (45)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. This stock option was fully vested as of December 31, 2024. (46)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. (47)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, 2024. (48)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. (49)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. (50)One-fourth of the shares subject to this stock option vested on March 1, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. (51)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. (52)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. (53)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (54)One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter. (55)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. (56)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. (57)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. (58)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. (59)One-fourth of the shares subject to this stock option vested on March 1, 2025 and the remainder of the grant will vest in thirty-six equal monthly installments thereafter. (60)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. (61)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. (62)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. (63)One-fourth of the shares subject to this RSU grant vested on February 28, 2024 and the remainder of the grant vested or will vest in twelve equal quarterly installments thereafter. (64)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.

  77. Outstanding Equity Awards at 2024 Fiscal Year-End

    (65)One-fourth of the shares subject to this RSU grant vested on March 1, 2025 and the remainder of the grant will vest in twelve equal quarterly installments thereafter.

  78. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information regarding the stock option exercises and stock vested for each NEO during the year ended December 31, 2024:

  79. Option Exercises and Stock Vested in 2024

    | | 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 | 966,006 | 2,797,142 | 94,286 | 786,448 | | Lubi Kutua | — | — | 39,266 | 314,767 | | Dariush Ajami, PhD | — | — | 32,211 | 268,456 | | Teri L. Witteman | — | — | 16,230 | 135,287 | | Jonathan Nelson | — | — | 20,233 | 162,236 |

  80. Option Exercises and Stock Vested in 2024

    (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 settlement date.

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  82. Estimated Termination and Change in Control Payments

    | NAME | TYPE OF AWARD/PLAN | CHANGE IN CONTROL WHERE ANY EQUITY AWARDS ARE NOT ASSUMED ($)(1)(2) | TERMINATION OTHER THAN FOR CAUSE OR RESIGNATION FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL ($)(2)(3) | | Ethan Brown | Base Salary | — | 750,000 | | | COBRA | — | 46,136 | | | Options | — | — | | | RSUs(4) | 1,293,361 | 1,293,361 | | | PSUs(4) | 588,207 | — | | | Total | 1,881,568 | 2,089,497 | | Lubi Kutua | Base Salary | — | 390,000 | | | COBRA | — | 9,043 | | | Options | — | — | | | RSUs(4) | 608,680 | 608,680 | | | PSUs(4) | 261,429 | — | | | Total | 870,109 | 1,007,723 | | Dariush Ajami, PhD | Base Salary | — | 440,000 | | | COBRA | — | 24,559 | | | Options(4) | — | — | | | RSUs(4) | 443,278 | 443,278 | | | Total | 443,278 | 907,837 | | Teri L. Witteman | Base Salary | — | 415,000 | | | COBRA | — | 16,225 | | | Options(4) | — | — | | | RSUs(4) | 303,424 | 303,424 | | | Total | 303,424 | 734,649 | | Jonathan Nelson | Base Salary | — | 370,000 | | | COBRA | — | 21,607 | | | Options(4) | — | — | | | RSUs(4) | 340,848 | 340,848 | | | Total | 340,848 | 732,455 |

  83. 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.

  84. 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) | | 2024 | 5,016,951 | 301,397 | 1,912,190 | 459,570 | 4.97 | 147.23 | (160.3) | 326.5 | | 2023 | 6,713,337 | 3,235,433 | 2,291,354 | 1,261,801 | 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 |

  85. Pay Versus Performance

    (1)The following table lists the CEO and non-CEO NEOs for each of years 2024, 2023, 2022, 2021 and 2020:

  86. Pay Versus Performance

    | YEAR | CEO | NON-CEO NEOS | | 2024 | Ethan Brown | Lubi Kutua, Dariush Ajami, PhD, Teri L. Witteman, Jonathan Nelson | | 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 |

  87. 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 FASB 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 “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:

  88. 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 ($) | | 2024 | 5,016,951 | (4,500,019) | 1,103,136 | (1,192,983) | 0 | (125,688) | 301,397 | | 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 |

  89. 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.

  90. 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 ($) | | 2024 | 1,912,190 | (1,487,378) | 461,265 | (380,221) | 0 | (46,286) | 459,570 | | 2023 | 2,291,354 | (1,725,015) | 797,890 | (101,084) | 12,107 | (13,451) | 1,261,801 | | 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 |

  91. 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 $100.00 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 under the Exchange Act for our 2024 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 2024, 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 2024 Form 10-K for more information. We use net revenues as a financial performance measure in determining cash STI payments under the Bonus Plan for our NEOs. Net revenues incentivizes revenue growth and rewards efforts to grow and expand our business.

  92. 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

  93. 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

  94. Indemnification of Directors and Officers

    | RELATED PERSON TRANSACTIONS |

  95. Indemnification of Directors and Officers

    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. 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.