BEYOND MEAT INC
For the period ended Dec 31, 2023. Filed Apr 10, 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.
Dec 31, 2023 · Filed Apr 10, 2024
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Contents
Compensation Setting Process
Role of Human Capital Management and Compensation Committee
Under its charter, our human capital management and compensation committee is responsible for, among other things, determining the amount and form of compensation paid to our executive officers, including our CEO. In exercising this authority, our human capital management and compensation committee reviews and approves corporate goals and objectives relevant to executive officer and CEO compensation at least annually; evaluates executive officer and CEO performance in light of such goals and objectives, including the relationship of such compensation to corporate performance; and, based on such evaluation, determines the level of executive officer and CEO compensation, including base salary, bonus, incentive or performance-based compensation, and equity awards. Except with respect to determining our CEO’s compensation, our human capital management and compensation committee may delegate its authority to a subcommittee of the human capital management and compensation committee or other members of our board of directors who satisfy the eligibility criteria required of human capital management and compensation committee members. Our human capital management and compensation committee may also delegate to one or more of our officers the authority to grant stock options and other stock awards to our non-executive employees, ambassadors and consultants. In December 2021, the human capital management and compensation committee delegated to Ethan Brown, our President and Chief Executive Officer, the authority to grant new hire and/or promotion RSUs within specified quantitative parameters to certain non-executive employees, without further action by the human capital management and compensation committee or board of directors.
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COMPENSATION DISCUSSION AND ANALYSIS
Role of Management
Typically, our chief executive officer attends human capital management and compensation committee meetings, makes recommendations to our human capital management and compensation committee regarding compensation for the other executive officers, but is not present during discussion, deliberation and decisions regarding his own compensation. Our human capital management and compensation committee then reviews the recommendations and other data and makes decisions as to the total compensation for each executive officer, as well as the allocation of the amount of total compensation between base salary, bonus, incentive or performance-based compensation, and equity awards. No executive officer has any role in approving his or her own compensation. Our human capital management and compensation committee regularly meets in executive session, without members of the management team present, when discussing and approving executive compensation.
Role of Human Capital Management and Compensation Committee Consultant
Our human capital management and compensation committee has the sole authority to retain the services of compensation consultants, legal counsel and such other advisors as it deems necessary and advisable to assist the committee in carrying out its responsibilities. In August 2020, our human capital management and compensation committee engaged WTW, an independent compensation consulting firm, to serve as its compensation consultant and to assist it with its duties and responsibilities.
During its period of engagement in 2020, 2021, 2022 and 2023, WTW completed projects for our human capital management and compensation committee, including reviewing and making recommendations related to our executive pay philosophy, including executive pay positioning, the relevant talent market and market data sources including our peer group composition; the impact of the COVID-19 pandemic on executive compensation programs; providing support and specific analyses with regard to compensation data for executive officer and non-employee director compensation; making recommendations related to pay program design, including STI and LTI plan design related to company priorities and strategic objectives, including the introduction of PSUs to our LTI program; reviewing ESG trends in executive compensation program design; reviewing regulatory requirements, including SEC requirements relating to a clawback policy; making recommendations relating to stock ownership guidelines; advising on broader human capital management matters, including organization and culture; and advising on committee governance matters. In addition to the executive compensation services provided by WTW’s executive compensation advisors to our human capital management and compensation committee, during 2023 WTW provided other services related to non-executive employee compensation and rewards data, and software products.
WTW uses competitive market data to provide ranges for total compensation, including base salary, incentive compensation and equity compensation, that are consistent with our compensation peer group for our human capital management and compensation committee to consider. In determining the total compensation for our executive officers, our human capital management and compensation committee, with assistance from the compensation consultant, reviews the compensation practices and levels of our compensation peer group to assess whether individual total compensation is sufficiently competitive to attract and retain our executive officers. The human capital management and compensation committee regularly reviews the compensation peer group and the underlying criteria to assess that it remains appropriate for review and comparison purposes. The human capital management and compensation committee also considers general industry data and relevant survey data
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from food and beverage, non-durable consumer products and technology industries, generally from companies of a similar revenue size, to further inform executive pay decisions.
Our human capital management and compensation committee generally seeks to target total direct compensation to within the 50 th to 60 th percentiles of peer group companies, with total cash compensation (base salary and STI compensation) targeted at the 50 th percentile, and long-time incentive compensation targeted at the 50 th to 75 th percentile. Although its analysis of competitive market data provides our human capital management and compensation committee with guiding information and a broad market check, our human capital management and compensation committee does not specifically benchmark compensation for our executive officers in terms of picking a particular percentile relative to other people with similar roles at peer group companies. Instead, our human capital management and compensation committee also applies its subjective judgment in determining the total compensation for each executive officer and considers the compensation peer group data in conjunction with a number of factors, including an executive officer’s individual skills and expertise, and the scope and criticality of each executive officer’s role.
WTW maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. Our human capital management and compensation committee has assessed the independence of WTW, taking into account, among other things, the factors set forth in the SEC’s rules and regulations and the Nasdaq listing standards, and concluded that the engagement of WTW does not raise any conflicts of interest or similar concerns.
After considering the factors set forth in Rule 10C-1(b)(4) under the Exchange Act and Nasdaq Listing Rule 5605(d)(3)(D), including a review of WTW’s representations to the human capital management and compensation committee regarding each factor, the human capital management and compensation committee determined that WTW was independent.
Peer Group Comparisons
2023 Peer Group
Our human capital management and compensation committee reviews compensation data from a specific group of companies that are similar to us in considering the compensation of our NEOs. For 2023, upon the recommendation of WTW, our human capital management and compensation committee revised our compensation peer group to ensure companies are of appropriate size – for example, by removing companies with annual revenue greater than $2 billion – while retaining a balanced mix of companies from three industry groups: (a) food and beverage; (b) biotechnology, pharmaceuticals and life sciences (industry that invests heavily in research and development); and (c) high-growth companies (including industry disruptors that hold
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expectations for high growth). The human capital management and compensation committee believed this peer group revision was appropriate in light of the company’s slowing rate of growth since 2020.
| 2023 PEER GROUP | ||
|---|---|---|
| Food & Beverage | Biotech & Pharma | Other High-Growth |
| BellRing Brands, Inc. | 10x Genomics, Inc. | Elastic N.V. |
| The Boston Beer Company, Inc. | Acadia Pharmaceuticals Inc. | Enphase Energy, Inc. |
| Calavo Growers, Inc. | Alnylam Pharmaceuticals, Inc. | Jamf Holding Corp. |
| Celsius Holdings, Inc. | Aurora Cannabis Inc. | JFROG Ltd. |
| Freshpet, Inc. | Canopy Growth Corporation | Okta, Inc. |
| Lancaster Colony Corporation | Corcept Therapeutics, Incorporated | Planet Fitness, Inc. |
| Lifecore Biomedical, Inc. | Exact Sciences Corporation | Radius Global Infrastructure, Inc. |
| Medifast, Inc. | Natera, Inc. | RapidVII, Inc. |
| The Simply Good Foods Company | Neurocrine Biosciences, Inc. | Smartsheet Inc. |
| Vital Farms, Inc. | Repligen Corporation | The Trade Desk, Inc. |
| Sarepta Therapeutics, Inc. | Zscaler, Inc. | |
| Tilray Brands, Inc. | ||
Our human capital management and compensation committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in our human capital management and compensation committee’s pay decisions, which also take into account individual skills and expertise, the scope and criticality of the NEO’s role and other factors that are deemed to be important based on our human capital management and compensation committee’s business judgment.
For 2023, with respect to the NEOs, our human capital management and compensation committee had access to market data that captured a range of pay. Our human capital management and compensation committee examined the range of pay to provide for meaningful differentials in pay levels that represented differences in the criticality and performance of each role across companies, and also reflected the full range of competitive pay at our peer companies without focusing on extreme outliers.
2024 Peer Group
For 2024, upon input from management and recommendation of WTW, our human capital management and compensation committee revised the peer group to include only food and beverage companies within a relevant size range based on revenues, market capitalization and headcount, and remove biotechnology, pharmaceuticals and life sciences, and high-growth companies. The human capital management and compensation committee
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believes this peer group revision is appropriate in light of the company’s slowing rate of growth since 2020 and recent competitors for executive talent.
| 2024 PEER GROUP | ||
|---|---|---|
| Food & Beverage | ||
| BellRing Brands, Inc. | Lancaster Colony Corporation | Thorne HealthTech, Inc. |
| Benson Hill, Inc. | Lifecore Biomedical, Inc. | Tootsie Roll Industries, Inc. |
| The Boston Beer Company, Inc. | Medifast, Inc. | United Malt Group Limited |
| BRC Inc. | Seneca Foods Corporation | The Vita Coco Company, Inc. |
| Calavo Growers, Inc. | The Simply Good Foods Company | Vital Farms, Inc. |
| Celsius Holdings, Inc. | Sovos Brands, Inc. | Westrock Coffee Company |
| Freshpet, Inc. | SunOpta Inc. | |
Other Important Compensation Practices
The company has adopted the policies set forth in the table below which include important compensation practices the company observes.
| NAME OF POLICY | CONSIDERATIONS | MATERIAL FEATURES |
|---|---|---|
| Anti-Hedging Policy | Hedging insulates executives from stock price movement and reduces alignment with stockholders. | Our insider trading policy prohibits our employees, including our NEOs, and our directors from engaging in the following types of hedging transactions involving our common stock: (1) selling short any Beyond Meat stock or other Beyond Meat security; (2) buying or selling puts or calls or other derivatives on Beyond Meat securities; or (3) otherwise entering into any hedging arrangements involving Beyond Meat securities. |
| Anti-Pledging Policy | Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | Our insider trading policy also prohibits our employees, including our NEOs, and our directors from holding our common stock in a margin account or pledging it as collateral for a loan. |
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