BEYOND MEAT, INC.
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
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Dec 31, 2024 · Filed Apr 8, 2025
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Contents
Compensation Setting Process
COMPENSATION DISCUSSION AND ANALYSIS
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.
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
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COMPENSATION DISCUSSION AND ANALYSIS
compensation committee engaged WTW, an independent compensation consulting firm, to serve as its compensation consultant and to assist it with its duties and responsibilities.
WTW has advised our human capital management and compensation committee on a variety of topics, such as our executive pay philosophy; the relevant talent market and market data sources including our peer group composition; 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); regulatory developments and requirements; non-employee director compensation; and broader human capital governance matters. In addition to such services provided by WTW’s advisors to our human capital management and compensation committee, during 2024 other WTW advisors provided other services to management through WTW’s Health, Wealth and Career segment. 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 survey data and food and beverage industry survey data, 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 policies and protocols 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.
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COMPENSATION DISCUSSION AND ANALYSIS
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 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.
| 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. | |
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
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COMPENSATION DISCUSSION AND ANALYSIS
companies that have been acquired or taken private, changed business models or characteristics, or have extraordinarily low market capitalization.
| 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 |
Other Important Compensation Practices
We have aninsider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our insider trading policy is filed as an exhibit to our 2024 Form 10-K. With regard to the company’s trading in its own securities, it is the company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. In addition, 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. |
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
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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 grantedat the start of the new year to incentivize executive officers to deliver on the company’s strategic objectives for the new year.
The company hasnot 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.
| NAME | GRANT DATE | NUMBER OF SECURITIESUNDERLYINGTHE AWARD | EXERCISE PRICE OF THE AWARD ($/SH)(1) | GRANT DATE FAIRVALUE OF THEAWARD ($)(2) | PERCENTAGE CHANGE IN THE CLOSINGMARKET PRICE OF THE SECURITIESUNDERLYING THE AWARD BETWEENTHE TRADING DAY ENDINGIMMEDIATELY PRIOR TO THEDISCLOSURE OF MATERIAL NONPUBLICINFORMATION AND THE TRADING DAYBEGINNING IMMEDIATELY FOLLOWINGTHE DISCLOSURE OF MATERIALNONPUBLIC 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)% |
(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.
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(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.
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