LIFECORE BIOMEDICAL INC DE
For the period ended Nov 7, 2024. Filed Sep 23, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 7, 2024 · Filed Sep 23, 2024
LFCR$6.36-0.6%Stored close · as of Nov 6, 2026
Contents
•Components of Our Compensation Program
The Compensation Committee oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward specific aspects of overall Lifecore performance that the Board believes are central to delivering long-term stockholder value.
| Base Salary | Base salaries are set to be competitive with the marketplace. Base salaries are not automatically adjusted annually but instead are adjusted when the Compensation Committee judges that a change is warranted due to changes in an executive officer’s responsibilities, demonstrated performance or relevant market data. The base salaries for new executive officers are set at levels appropriate to attract superior executive talent, but recognizing the significant potential compensation opportunities available through performance-based compensation. |
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| Short-TermIncentives | Annual cash incentive pay, which was delivered in fiscal year 2024 through the2024 Annual Incentive Plan, should be designed to reward achievement of results against our challenging internal financial targets, which in fiscal year 2024 took into account our strategic decision to continue as a standalone, fully integrated CDMO business. |
| Long-TermIncentives | Long-term equity awards provide NEOs an incentive to increase long-term stockholder value, while also providing a retention vehicle for our executives. In June 2024, the Compensation Committee granted Messrs. Hall and Morberg restricted stock units (“RSUs”), rather than the historic mix of stock options and RSUs, in order to retain critical management during the Board’s strategic review process. The RSUs were divided between our typical three-year cliff vesting RSUs, which would not accelerate on a Change in Control, and RSUs would vest on the third anniversary of the grant date or if earlier, upon a Change in Control. The Compensation Committee believed this award structure was appropriately flexible to support and be aligned to the outcome of the review of strategic alternatives, which was unknown at the time of grant.Mr. Josephs was hired as our new CEO toward the end of fiscal 2024 and was provided significant turnaround new hire equity grants. Given these equity awards, Mr. Josephs will be considered for additional awards beginning five years after he was hired. On his first day of employment, Mr. Josephs received awards of 525,000 RSUs and 1,500,000 PSUs shares for achieving ten escalating stock price goals between $7.50 and $35.00 within five years. |
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