BEYOND MEAT, INC.
For the period ended Nov 19, 2025. Filed Oct 17, 2025.
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Nov 19, 2025 · Filed Oct 17, 2025
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Contents
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:
| 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 BrownPresident 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 KutuaChief FinancialOfficer 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, PhDChief 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 Officerand 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 |
| (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 the Existing 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.
84 | | 2025 Proxy Statement
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:
| 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 | $9.77 |
Expected Term: The expected term is based on the grant date of the PSU awards (3/1/2024) through the end of the performance period (12/31/2026).
Expected Volatility and Correlation Assumptions: Volatility and correlation measures were based on three years of daily historical stock price data through March 1, 2024.
Starting TSR: Starting TSR was calculated for the Company and each of the companies in the TSR comparator group based on the closing price on the date of grant compared to the closing price on the trading day immediately preceding the beginning of each of the performance periods.
Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release with a term corresponding to the remaining length of the performance period.
Dividend Yield Assumption: For purposes of calculating TSR, which is inclusive of dividend payments, the dividend yield assumption is zero (i.e., stock prices include amounts that would otherwise have been paid as dividends). For purposes of discounting projected payouts to determine the fair value, the dividend yield assumption is also zero because the Company is anon-dividend paying company.
The table below sets forth the grant date fair value for the PSUs granted to each of Mr. Brown and Mr. Kutua on March 1, 2024, based upon (i) the probable outcome of the market-based performance condition (at target performance) using the Monte Carlo valuation model, and (ii) the maximum outcome of the market-based performance condition (at 200% of the target amount) using the Monte Carlo valuation model.
| TRANCHE | TARGET PSUs SUBJECT TO AWARD (#) | GRANT DATE FAIR VALUE PER PSU ($) | 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 | 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 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 | ||
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 the Existing 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. |
All Other Compensation
The following table provides information regarding all other compensation paid to each of our NEOs during 2024:
| NAME | LIFE INSURANCE ($)(1) | 401K MATCH ($)(2) | COMMUTING EXPENSES ($)(3) | TOTAL ($) |
|---|---|---|---|---|
| Ethan Brown | 1,932 | 13,800 | — | 15,732 |
| Lubi Kutua | 417 | 13,800 | — | 14,217 |
| Dariush Ajami, PhD | 880 | 13,800 | — | 14,680 |
| Teri L. Witteman | 2,105 | 13,800 | — | 15,905 |
| Jonathan Nelson | 2,534 | 13,800 | 18,312 | 34,646 |
| (1) | The amounts shown reflect the imputed income for group term life insurance provided to our NEOs. |
| (2) | The amounts shown reflect the Company’s matching contributions under our 401(k) plan. |
| (3) | The amount shown reflects commuting expenses, including airfare, lodging, ground transportation and other expenses incurred in connection with commuting from Mr. Nelson’s personal residence to the Company’s headquarters and other facilities. |
86 | | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.