SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

 

UTZ BRANDS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		Fee paid previously with preliminary materials.
☐		Fee computed in exhibit required by 25(b) on table per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

				PROXY STATEMENT

March 23, 2022   DEAR FELLOW STOCKHOLDERS,

 

 

THIS PROXY STATEMENT IS DATED MARCH 23, 2022

AND IS BEING MAILED WITH THE FORM OF PROXY ON OR SHORTLY AFTER MARCH 23, 2022.

 

				2022 PROXY STATEMENT       1

UTZ BRANDS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 5, 2022		Hanover, Pennsylvania March 23, 2022

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 5, 2022: THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K ARE AVAILABLE FOR VIEWING AND DOWNLOADING AT WWW.PROXYDOCS.COM/UTZ

 

2

PROXY SUMMARY  ∎  2022 ANNUAL MEETING OF STOCKHOLDERS

 

PROXY SUMMARY

 

 

We are furnishing this Proxy Statement on behalf of the Board of Directors of Utz Brands, Inc., a Delaware corporation, for use at our 2022 Annual Meeting of Stockholders, or at any adjournment or postponement of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually, at 9:00 a.m., Eastern Time, on Thursday, May 5, 2022.

2022 Annual Meeting of Stockholders

 

DATE AND TIME   May 5, 2022, 9:00 a.m., Eastern Daylight Time

PLACE   Virtual Annual Meeting:   Register in advance at register.proxypush.com/utz   Meeting details will be sent to you 1 hour before the meeting begins

RECORD DATE   March 14, 2022

VOTING   Holders of shares of our Class A Common Stock and Class V Common Stock are entitled to vote together as a single class on all matters. Each share is entitled to one vote.

Meeting Agenda and Voting Matters

 

 

		ITEM		PROPOSALS		BOARD’S VOTING RECOMMENDATION				PAGE REFERENCE (FOR MORE DETAIL)
		1		Election of four Class II Directors		FOR all the nominees				10-54
		2		Non-binding, advisory vote to approve executive compensation		FOR				55
		3		Non-binding, advisory vote on the frequency of holding future votes regarding executive compensation		FOR 1 YEAR				56
		4		Ratification of the selection by our audit committee of Grant Thornton, LLP to serve as our independent registered public accounting firm for the year ending January 1, 2023		FOR				57-58

 

				2022 PROXY STATEMENT       3

PROXY SUMMARY  ∎  BOARD MEMBERS

 

Board Members

As of March 14, 2022, the record date for the Annual Meeting, our Board of Directors consisted of the following members:

 

NAME, AGE AND CLASS				TERM EXPIRATION		DIRECTOR SINCE1		PRIMARY OCCUPATION		AUDIT COMMITTEE		COMPENSATION COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
		John Altmeyer* 63    I		2024		2020		Executive Chairman, GAF Materials LLC						Chair
		Timothy Brown 59    III		2023		2020		Founder and CEO, Sageworth
		Christina Choi* 44    III		2023		2020		Senior Vice President, Marketing, Diageo
		Roger Deromedi* 68    III		2023		2018		Chairman, Utz Brands, Inc.
		Antonio Fernandez* 62    II		2022		2018		President, AFF Advisors, LLC
		Jason Giordano* 43    I		2024		2018		Senior Managing Director, CC Capital Partners, LLC				Chair
		B. John Lindeman* 52    I		2024		2020		Chief Financial Officer, Hydofarm Holdings Group, Inc.
		Dylan Lissette 50    III		2023		2020		Chief Executive Officer, Utz Brands, Inc.
		Michael W. Rice 79    II		2022		2020		Chairman Emeritus, Utz Brands, Inc.
		Craig Steeneck* 64    II		2022		2018		Director, FreshPet, Inc., Hostess Brands, Inc. and Utz Brands, Inc.		Chair
		Pamela Stewart* 46    II		2022		2022		President, West Zone Operations, North America Operating Unit of The Coca-Cola Company

*Denotes Independent Directors.

¹Date refers to appointment as a director of Collier Creek Holdings prior to the Business Combination (as defined below) and Utz Brands, Inc. following the Business Combination.

Our Directors’ Experience, Independence and Diversity

 

 

 

BLEND OF EXPERIENCE AND QUALIFICATIONS

Executive Leadership Including service as a chief executive officer and other senior executive level positions

Consumer Packaged Goods Including similar companies that manufacture and distribute packaged goods

Public Company Expertise U.S. public company experience within and outside the food industry

Expertise in Technology Including internet, retail, social media, and ERP experience

Financial Acumen Including financial reporting and risk management

Marketing Including sales, brand management and corporate strategy experience

Operations Including manufacturing and supply chain experience

ESG/Competencies Including diversity and sustainability expertise

 

4

PROXY SUMMARY  ∎  GOVERNANCE HIGHLIGHTS

 

 

 

Governance Highlights   The Board of Directors is committed to effective corporate governance practices. Some of the highlights include:		∎  Independent Chairman of the Board   ∎   Stock ownership guidelines for our executive officers and non-employee directors   ∎   Board oversight of risk management		∎  8 of our 11 Board members are independent   ∎   Frequent executive sessions of our non-management directors   ∎   Annual Board and committee self-assessments

2021 Financial Highlights*

 

Net Sales				Adjusted EBITDA
$1,180.7M				$156.2M
up 22.4% YoY vs. 2020				up 16.7% YoY vs. 2020

*See Annex A for reconciliations of these non-GAAP measures.

 

				2022 PROXY STATEMENT       5

PROXY SUMMARY  ∎  EXECUTIVE COMPENSATION PRINCIPLES

 

Executive Compensation Principles

The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results. Our compensation program is designed to address certain core principles:

 

Pay is weighted more heavily toward incentive compensation		We provide executive compensation through a total compensation program. This program consists of fixed and variable elements and performance-based pay designed to reward performance. Our total compensation is weighed more heavily toward incentive compensation in the form of short and long-term incentives.
Executive officer goals are aligned with stockholder interests		The Company’s compensation program and goals are designed to align the interests of our executive officers with the long-term interests of our stockholders. Rewarding executive officer performance creates value for our stockholders.
Compensation is competitive with our peers in order to attract and retain talented associates		The Compensation Committee, along with Frederic W. Cook and Co., Inc. (“F.W. Cook”), our independent compensation consultant, and members of senior management annually review our significant compensation elements to enable the Company to attract and retain talented executive officers.

Key Features of our Executive Compensation Program

 

WHAT WE DO		Align executive compensation with stockholders’ returns through long-term incentives (pages 34-37)      Provide performance-based compensation for executives (pages 32-35)      Balance short and long-term incentive awards (page 30)      Use an appropriate peer group when establishing total compensation for our executives (page 31)      Have caps on individual payouts in our management incentive plan (pages 32-35)      Include clawback provision in our incentive plans (page 37)      Maintain stock ownership guidelines for executive officers and non-employee directors (pages 39-40)      Retain an independent compensation consultant (page 28)
WHAT WE DON’T DO		Incentivize participants to take excessive risk      Guarantee annual bonuses      Allow repricing of stock options      Offer tax “gross-ups” of annual compensation      Pay dividends on stock options or on unvested RSUs or PSUs      Offer excessive perquisites      Provide excise tax “gross-ups” upon termination with a change-in-control

We provide additional information regarding our executive compensation in our “Compensation Discussion and Analysis” beginning on page 27.

Our Board continues to believe that our executive compensation program and policies are effective in rewarding our executives for performance and for aligning their interests with the long-term interests of our stockholders.

 

6

PROXY SUMMARY  ∎  CORPORATE SUSTAINABILITY

 

Corporate Sustainability

We recognize the importance of Environmental, Social and Governance (ESG) issues for all of our stakeholders. As a newly public company, we are in the early stages of building our ESG strategy and are using leading ESG and sustainability frameworks and guiding principles, such as the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD) and the U.N. Sustainable Development Goals (SDGs), as well as stakeholder engagement to inform our ESG program. In fiscal year 2022 we plan to release a summary of our preliminary ESG efforts aligned to industry-recognized ESG frameworks.

We have formed cross-functional working groups and an ESG committee, each comprised of subject matter experts across Utz’s operations, including but not limited to, facilities management, packaging and shipping, health and safety, human resources, customer advocacy, and legal and corporate governance functions that report to the executive team and the Board. We recognize our responsibility to uphold the Company’s founding values, which for more than 100 years have centered on working ethically, responsibly, and with integrity to benefit all of our stakeholders. We consistently look for ways to make a positive difference for our associates, customers and in the communities in which we operate. By collaborating with stakeholders, including associates, consumers, business partners, suppliers, stockholders and customers, we are taking the necessary steps to become a more sustainable company.

Important Dates for 2023 Annual Meeting of Stockholders

In order to have a stockholder proposal included in our 2023 annual meeting of stockholders, in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), such proposal must be received by our Corporate Secretary no later than November 23, 2022.

Notice of a stockholder nomination for candidates for the Board or any other business to be considered at our 2023 annual meeting of stockholders outside of the Rule 14a-8 framework must be received by the Company between January 5, 2023 and February 4, 2023.

 

				2022 PROXY STATEMENT       7

TABLE OF CONTENTS

 

TABLE OF CONTENTS

 

 

 

General Information			9
Proposal No. 1: Election of Directors			10
Vote Required			10
Board Recommendation			10
Directors of Utz Brands, Inc.			11
Executive Officers of Utz Brands, Inc.			18
Corporate Governance			21
Committees and Meetings of the Board			21
Director Independence			23
Corporate Governance Policies			24
Executive and Director Compensation			27
Compensation Discussion and Analysis			27
Report of Compensation Committee			40
Compensation Committee Interlocks and Insider Participation			40
Summary Compensation Table			41
Grant of Plan Based Awards – Fiscal 2021			43
Outstanding Equity Awards at Fiscal Year-End			43
Nonqualified Deferred Compensation – Fiscal 2021			44
Equity Compensation Plan Information			44
Director Compensation in Fiscal 2021			45
CEO Pay Ratio			46
Security Ownership of Certain Beneficial Owners and Management			47
Beneficial Ownership Table			47
Change in Control			49
Delinquent Section 16(a) Reports			49
Related Party Transactions			50
Sageworth Trust Company Profit Sharing/401(k) Plan Advisory Services			50
Third Amended and Restated Limited Liability Company Agreement			50
Tax Receivable Agreement			51
Investor Rights Agreement			52
Standstill Agreement			53
Sponsor Side Letter Agreement			53
Statement of Policy Regarding Transactions with Related Persons			54
Indemnification of Directors and Officers			54
Proposal No. 2: Non-Binding Advisory Vote to Approve Executive Compensation			55
Vote Required			55
Board Recommendation			55
Proposal No. 3: Non-Binding Advisory Vote on the Frequency of Holding Votes Regarding Executive Compensation			56
Vote Required			56
Board Recommendation			56
Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm			57
Vote Required			57
Board Recommendation			57
Audit, Audit-Related, Tax and All Other Fees			58
Report of Audit Committee			59
Stockholder Proposals			60
Questions and Answers About Our Annual Meeting			61

 

8

GENERAL INFORMATION

 

PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 5, 2022   GENERAL INFORMATION		UTZ BRANDS, INC. 900 High Street Hanover, Pennsylvania 17331 (717) 637-6644

 

We are furnishing this Proxy Statement on behalf of the Board of Directors of Utz Brands, Inc., a Delaware corporation, for use at our 2022 Annual Meeting of Stockholders, or at any adjournment or postponement of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Stockholders.

Utz Brands, Inc. was formed upon the closing (the “Closing”) of the business combination (the “Business Combination”) of Utz Brands Holdings, LLC (“UBH”) with Collier Creek Holdings (“CCH”), a special purpose acquisition company, on August 28, 2020 (the “Closing Date”). On the Closing Date, Collier Creek Holdings changed its name to “Utz Brands, Inc.” Collier Creek Holdings was incorporated on April 30, 2018 as a Cayman Islands exempted company for purposes of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In connection with the Closing of the Business Combination, we entered into an Investor Rights Agreement dated August 28, 2020 (as amended, the “Investor Rights Agreement”) with the following parties:

 

1.	The “Continuing Members” of UBH, consisting of Series U of UM Partners, LLC and Series R of UM Partners, LLC;

 

2.	The “Sponsor” of CCH, Collier Creek Partners LLC, which was dissolved in October 2020, following the Business Combination;

 

3.	The “Founder Holders” consisting of certain founder members of the Sponsor and their family members (together with the Sponsor, the “Sponsor Parties”);

 

4.	CCH’s independent directors; and

 

5.	The “Sponsor’s Representative,” who, following the dissolution of the Sponsor is Jason Giordano, for the purpose of making certain determinations on behalf of certain Sponsor Parties under the Investor Rights Agreement following the dissolution of the Sponsor.

We refer to the Investor Rights Agreement throughout this Proxy Statement. Under the Investor Rights Agreement, among other things, the Board consists of 11 members. Subject to certain step down provisions, the Continuing Members have the right to nominate five directors (the “Continuing Member Nominees”) to be members of our Board of Directors. In addition, following the dissolution of the Sponsor, the Sponsor Representative has the right to nominate five directors (the “Sponsor Nominees”) to be members of our Board of Directors. Please see “Related Party Transactions — Post-Business Combination Agreements — Investor Rights Agreement” for additional details regarding the terms of the Investor Rights Agreement.

As used in this Proxy Statement, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Utz” and the “Company” and similar references refer (1) before the Business Combination, to UBH and its consolidated subsidiaries and (2) from and after the Business Combination, to Utz Brands, Inc. and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “CCH” or “Collier Creek” refers to Collier Creek Holdings prior to the consummation of the Business Combination. The term “Board” refers to our Board of Directors of CCH prior to the Business Combination and to our Board of Directors following the Business Combination. The term “Board of Managers” refers to each of the Boards of Managers of the Continuing Members.

On or about March 23, 2022, we will begin mailing to all stockholders entitled to vote at the Annual Meeting this proxy statement and the enclosed proxy materials. Although not part of this proxy statement, we will also mail with this proxy statement our Annual Report on Form 10-K for the fiscal year ended January 2, 2022, containing our financial statements for the fiscal year ended January 2, 2022.

 

				2022 PROXY STATEMENT       9

 

Our Board is divided into three classes, each serving staggered, three-year terms:

 

∎

Our Class I directors are John Altmeyer, Jason Giordano, and B. John Lindeman, and their current terms expire at the 2024 Annual Meeting of Stockholders;

 

∎

Our Class II directors are Antonio Fernandez, Michael Rice, Craig Steeneck, and Pamela Stewart and their current terms expire at this year’s Annual Meeting; and

 

∎

Our Class III directors are Timothy Brown, Christina Choi, Roger Deromedi, and Dylan Lissette, and their current terms expire at the 2023 Annual Meeting of Stockholders.

Action will be taken at the Annual Meeting for the election of four Class II directors. Mr. Fernandez, Mr. Rice, Mr. Steeneck and Ms. Stewart, the nominees listed below are currently directors of the Company. Each director elected at the Annual Meeting will serve until the 2025 Annual Meeting or until his/her successor is elected and qualified.

The Board has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of some other person or persons for any one or more of the nominees, then the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.

Under the Investor Rights Agreement, subject to certain step down provisions, the Continuing Members have the right to nominate five Continuing Member Nominees to be members of our Board of Directors. In addition, following the dissolution of the Sponsor, the Sponsor Representative has the right to nominate five Sponsor Nominees to be members of our Board of Directors. Mr. Rice is a Continuing Member Nominee and Mr. Fernandez and Mr. Steeneck are Sponsor Nominees. For more information on the Investor Rights Agreement and other stockholders agreements, see Related Party Transactions at page 50.

Vote Required

With regard to this Proposal No. 1 (Election of Directors), votes may be cast for the nominees or may be withheld. Each director nominee was recommended by the Nominating and Corporate Governance Committee of the Board, and all nominees are current directors. The election of directors requires a plurality of the votes cast and, therefore, the four nominees receiving the greatest number of votes will be elected. Proxies can be voted for only four nominees. Votes that are withheld and broker non-votes are not considered “votes cast” and, therefore, will have no effect on the outcome of Proposal No. 1.

Board Recommendation

 

 

10

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

DIRECTORS OF UTZ BRANDS, INC.

 

 

The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service for each of the nominees for election as directors and for the continuing directors are set forth below.

 

NAME, AGE AND CLASS

TERM EXPIRATION

INDEPENDENCE

AUDIT COMMITTEE

COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

John Altmeyer 63    I

2024

Chair

Timothy Brown 59    III

2023

Christina Choi 44    III

2023

Roger Deromedi 68    III

2023

Antonio Fernandez 62    II

2022

Jason Giordano 43    I

2024

Chair

B. John Lindeman 52    I

2024

Dylan Lissette 50    III

2023

Michael Rice 79    II

2022

Craig Steeneck 64    II

2022

Chair

Pamela Stewart(1) 46    II

2022

 

(1)	Ms. Stewart was appointed to serve on the Board of Directors effective January 3, 2022.

 

				2022 PROXY STATEMENT       11

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

Class II Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

 

Antonio Fernandez     Age: 62				Career Highlights Mr. Fernandez has served as a member of the Board of Directors of the Company since October 2018. Mr. Fernandez served as Executive Vice President and Chief Supply Chain Officer of Pinnacle Foods, a packaged foods company, from February 2011 to June 2016, where he was responsible for managing all aspects of the supply chain including procurement, manufacturing, distribution, product quality, innovation and sustainability. Mr. Fernandez also led Pinnacle Foods’s “maximizing value through productivity” continuous improvement initiatives, realizing gross savings of approximately 4% of cost of products sold annually. Mr. Fernandez was a key leader and closely involved in Pinnacle Foods’s acquisition, integration and synergy realization efforts. Prior to Pinnacle Foods, Mr. Fernandez was Senior Vice President, Operations Excellence at Kraft Foods, Inc., an American food manufacturing and processing conglomerate, from 2010 to 2011. Prior to Kraft, Mr. Fernandez was Chief Supply Chain Officer at Cadbury PLC, or Cadbury, a British multinational confectionery company, from 2008 to 2010, where he managed a supply chain with total costs of approximately $7 billion, 67 manufacturing facilities and over 20,000 employees. From 2000 to 2010, Mr. Fernandez held several senior supply chain roles within Cadbury. Prior to Cadbury, Mr. Fernandez held various supply chain and related roles at Dr. Pepper, an American multinational soft drink company, PepsiCo, Inc., an American multinational food, snack, and beverage corporation, and Procter & Gamble Co., an American multinational consumer goods corporation. Mr. Fernandez is President of AFF Advisors, LLC, an independent consulting firm focused on improving supply chain performance, supporting acquisition due diligence and merger integrations. Mr. Fernandez was also a Senior Advisor with McKinsey & Company, an American worldwide management consulting firm, from July 2017 to August 2019. Mr. Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College. Mr. Fernandez served on the board of directors of Liberty Property Trust (NYSE: LPT), a leading industrial real estate investment trust, from November 2014 until its merger with Prologis, Inc. (NYSE: PLD), a real estate investment trust headquartered in San Francisco, CA, in February 2020. Mr. Fernandez has served on the Board of Directors with Americold Realty Trust (NYSE: COLD), the world’s largest publicly traded REIT, since May 2019; Green Rabbit, a leading e-commerce cold chain logistics provider to the food industry, since February 2021; and as a Trustee of Lafayette College since May 2017.   Qualifications Mr. Fernandez’s qualifications to serve on our Board of Directors include his substantial supply chain and operations experience at several publicly-traded consumer companies; his record of realizing cost efficiencies and integrating acquisitions; and his experience serving as a director of a public company.

 

Michael Rice     Age: 79				Career Highlights Mr. Rice has served as a member of the Board of Directors of the Company since August 2020. Mr. Rice serves as our Chairman Emeritus and prior to the Closing of the Business Combination, was Executive Chairman of UBH, having assumed this position in December 2012 following his role as Chairman of the Board and Chief Executive Officer of the Utz companies from 1992 until 2012. Mr. Rice served as President and Chief Executive Officer of the Utz companies from 1978 until 1992. Prior to serving as Chief Executive Officer, Mr. Rice served as Executive Vice President of the Utz companies from 1970 to 1978. Mr. Rice also serves as a Member of the Board of Managers of the Continuing Members. Mr. Rice is a graduate of Mount St. Mary’s University and holds a Juris Doctor degree from George Washington University School of Law. Mr. Rice is the father-in-law of Dylan Lissette, who serves as our Chief Executive Officer and is a member of our Board of Directors.   Qualifications Mr. Rice’s qualifications to serve on our Board of Directors include his extensive knowledge of our Company, including as the former Chief Executive Officer, coupled with substantial industry knowledge.

 

12

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

Craig Steeneck     Age: 64				Career Highlights Mr. Steeneck has served as a member of the Board of Directors of the Company since November 2018. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods, a packaged foods company, from July 2007 to January 2019, where he oversaw the company’s financial operations, treasury, tax, investor relations, corporate development and information technology functions and was an integral part of Pinnacle Foods’s integration team for several of its acquisitions. From 2005 to 2007, Mr. Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods, helping to redesign the supply chain to generate savings and improve financial performance. From 2003 to 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Destinations, Inc.), an American timeshare company, playing key roles in wide-scale organization of internal processes and staff management. From 2001 to 2003, he served as Chief Financial Officer of Resorts Condominiums International (now Wyndham Destinations, Inc.), an American timeshare exchange company. From 1999 to 2001, Mr. Steeneck was the Chief Financial Officer of International Home Foods, Inc., a manufacturer of packaged food products acquired by ConAgra Foods in 2000. Mr. Steeneck has served on the board of directors and as chairman of the audit committee of Freshpet, Inc. (Nasdaq: FRPT), an American pet food company, since November 2014; as a director and chairman of the audit committee of Hostess Brands, Inc. (Nasdaq: TWNK), an American sweet baked goods company, since November 2016; and as a director of KIND Inc., a snack food company, from May 2019 to June 2020. Mr. Steeneck was the lead independent director of Hostess Brands, Inc. from January 2019 to December 2019. Mr. Steeneck received his B.S. in Accounting from the University of Rhode Island.   Qualifications Mr. Steeneck’s qualifications to serve on our Board of Directors include his substantial financial operations, investment and acquisition experience, and his experience serving as a director for public companies.

 

Pamela Stewart     Age: 46				Career Highlights Ms. Stewart has served as a member of the Board of Directors of the Company since January 2022. Ms. Stewart is the President, West Zone Operations, North America Operating Unit of The Coca-Cola Company, having served in that role since January 2021. Prior to serving as President, West Zone Operations, North America Operating Unit, Ms. Stewart served as Senior Vice President, National Retail Sales from December 2018 to December 2020. Prior to serving as Senior Vice President, National Retail Sales, Ms. Stewart served as Vice President, National Retail Sales – Publix from March 2015 to December 2018. During her 20-plus year tenure at Coca-Cola, Ms. Stewart has held leadership positions across finance, revenue growth management, sales, operations, and general management. Ms. Stewart brings a wide range of food and beverage experiences, particularly in working with major retailers and developing new business. Ms. Stewart currently serves as the Chair of the board of directors of GLAAD, having served in that role since November 2016. Ms. Stewart also serves as a member of the board of directors of National Restaurant Association, having served since January 2022, and as a member of the board of directors of 3DE by Junior Achievement, having served since November 2020, and currently serves as a member of the board of directors of the Global Advisory Board of OUT Leadership having served in that role since January 2021. Ms. Stewart received a B.B.A. from Georgia State University and an M.B.A. from Oglethorpe University.   Qualifications Ms. Stewart’s qualifications to serve on our Board of Directors include her substantial experience in a leading consumer packaged goods company in the area of sales and sales operations.

 

				2022 PROXY STATEMENT       13

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

Class III Directors Continuing in Office until the 2023 Annual Meeting of Stockholders

 

Timothy Brown     Age: 59				Career Highlights Mr. Brown has served as a member of the Board of Directors of the Company since August 2020. Mr. Brown is a Member of the Board of Managers of the Continuing Members, having served in this role since June 1999. Mr. Brown is the Founder and CEO of Sageworth, an entity comprised of Sageworth Holdings, LLC (“Sageworth Holdings”), Sageworth Trust Company and Sageworth Trust Company of South Dakota that provides investment management, fiduciary and planning services to highly successful individuals and families, and has served as its President and Chief Executive Officer since January 2001. As an attorney, accountant and the Founder, President and Chief Executive Officer of Sageworth, Mr. Brown brings extensive business, financial, legal and accounting knowledge to his position on the Board of Managers of the Continuing Members. Mr. Brown serves on the Board of Directors of High Holdings, Inc., a steel, concrete, and diversified real estate company, as Vice Chairperson. Mr. Brown also serves on the Board of Directors of Penn State Health, a large hospital system, as the Chair of Penn State Health’s Finance Committee, Chair of Penn State Health’s Investment Committee, and member of Penn State Health’s Executive Committee. Mr. Brown also serves on the Board of Directors of Chief Executives Organization, as International Chair-elect, and member of Chief Executives Organization’s Executive Committee, and as a former Chair of Chief Executives Organization’s Finance and Administration Committee. Mr. Brown also serves on Advisory Board of the Global Family Enterprise Program at Columbia Business School. Mr. Brown is a member of Young Presidents Organization and has served as its chair emeritus, chair, education officer and finance officer of the Pennsylvania chapter. Mr. Brown helped found the S. Dale High Family Business Center at Elizabethtown College, is a founding director of Music for Everyone, former trustee of the Pennsylvania Academy of Music, past general counsel and secretary of The Lancaster Alliance, past president of the Lancaster Museum of Art, past director of Harb-Adult, a homeless shelter, and a co-founder and manager of The Churchill Society. Mr. Brown received his Juris Doctor degree from the Georgetown University Law Center in Washington, D.C., and a B.S. in accounting from Penn State, graduating with highest distinction.   Qualifications Mr. Brown’s qualifications to serve on our Board of Directors include his historical understanding of our Company coupled with his extensive financial and investment experience.

 

Christina Choi     Age: 44				Career Highlights Ms. Choi has served as a member of the Board of Directors of the Company since August 2020. Ms. Choi is currently Senior Vice President of Marketing and a member of the North America marketing leadership team for Diageo, a global leader in alcoholic beverages. Ms. Choi joined Diageo in January 2019 to lead the Gin, Rum & Tequila categories across North America, including consumer brands such as Tanqueray Gin, Captain Morgan Rum, and Don Julio Tequila. Ms. Choi is responsible for category strategy, brand marketing, and commercialization activities across this portfolio. Prior to Diageo, Ms. Choi served as Global Marketing Vice President for Anheuser-Busch InBev, the world’s largest brewer, from March 2013 to January 2019. In this role, Ms. Choi developed the global launch strategy for Michelob Ultra, delivered double digital global sales growth for Stella Artois including leading two Super Bowl marketing campaigns, and oversaw the development and commercialization of several emerging brands. From 2006 to 2012, Ms. Choi held various marketing and innovation roles within the personal care business of Unilever PLC, based in the U.S. and Singapore. Ms. Choi led multiple brands and innovation launches globally, including across the U.S., Southeast Asia, Middle East, and Africa, among others. Ms. Choi began her career in financial services at Goldman Sachs in the Credit Risk Management and Advisory group and Goldman Sachs Asset Management. Ms. Choi holds an M.B.A. from Harvard Business School and a B.A. in Economics from Vassar College.   Qualifications Ms. Choi’s qualifications to serve on our Board of Directors include her substantial marketing, commercialization and leadership experience, in each case as it applies to product campaigns and launches.

 

14

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

Roger Deromedi     Age: 68				Career Highlights Mr. Deromedi has served as a member of the Board of Directors of the Company since June 2018. Mr. Deromedi serves as the Chairman of Utz and was Co-Executive Chairman of Collier Creek from June 1, 2018 through the Closing of the Business Combination. Mr. Deromedi has over 40 years of operational experience in the consumer goods sector, overseeing multiple businesses and iconic consumer brands. Mr. Deromedi was Independent Chairman and Lead Director of Pinnacle Foods from April 2016 to October 2018 and was Non-Executive Chairman from July 2009 to April 2016 and Executive Chairman from April 2007 to July 2009. Mr. Deromedi also was an advisor to Blackstone in relation to their acquisition of the company in April 2007. Pinnacle Foods was a manufacturer and marketer of consumer branded food products, whose key brands include Birds Eye (frozen vegetables, meals, and sides), Duncan Hines (desserts), Vlasic (pickles), Wishbone (salad dressings), Aunt Jemima (breakfast products), Mrs. Butterworth and Log Cabin (syrups), Udi’s and Glutino (gluten-free products), and Gardein (plant-based entrees and meat substitutes), among others. During Mr. Deromedi’s tenure, the company acquired and successfully integrated multiple businesses including Birds Eye Foods, Wishbone, Gardein, and Boulder Brands. From July 2013 to June 2015, Mr. Deromedi was an Executive Advisor for Blackstone in the consumer goods sector, and was an independent advisor to Blackstone from 2007 to 2013. From 2003 to 2006, Mr. Deromedi was Chief Executive Officer of Kraft, which at the time was one of the world’s largest food companies, with iconic brands such as Kraft, Maxwell House, Nabisco, Oscar Mayer and Philadelphia. During this time, Mr. Deromedi integrated Kraft’s separate North American and International businesses. Prior to this, Mr. Deromedi was Co-CEO of Kraft from 2001 to 2003 during which time there was an initial public offering of the company, raising approximately $8.7 billion in gross proceeds. Mr. Deromedi was previously President of Kraft Foods International, President of the company’s Asia Pacific business, and President of Kraft’s Western European business, based in Zurich. Mr. Deromedi also served as Area Director of the company’s business in France, Iberia and Benelux, based in Paris, and was General Manager of Kraft’s cheese and specialty products businesses in the United States. Mr. Deromedi began his career with General Foods, Kraft’s predecessor company, in 1977 where he held various marketing positions. Mr. Deromedi previously served on the board of directors of Pinnacle Foods from 2007 to 2018, Kraft from 2001 to 2006 and The Gillette Company, Inc. from 2003 to 2005 (when the company was merged with The Procter & Gamble Company). Mr. Deromedi earned an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics and Mathematics from Vanderbilt University.   Qualifications Mr. Deromedi’s qualifications to serve on our Board of Directors include his experience as a senior executive officer and/or director of multiple businesses in the consumer sector, his track record of building significant shareholder value, his experience in evaluating, executing, and integrating acquisitions, and his history of serving as a director for several public and private companies.

 

Dylan Lissette     Age: 50				Career Highlights Mr. Lissette has served as a member of the Board of Directors of the Company since August 2020. Mr. Lissette is the Chief Executive Officer of Utz. Mr. Lissette has served as the Vice Chairman, President and Chief Executive Officer of the Utz companies since assuming the role in January 2013 and upon the Closing of the Business Combination, Mr. Lissette was appointed our Chief Executive Officer. Mr. Lissette also served as the sole manager of UBH from September 2016 through the Closing of the Business Combination. In addition, Mr. Lissette has served as a member of the Board of Managers of the Continuing Members since June 2004. Prior to serving as Chief Executive Officer, Mr. Lissette served as Chief Operating Officer from January 2011 to January 2013 and Executive Vice President of Sales and Marketing from January 2008 to January 2011. Prior to his service as an executive officer of the Utz companies, Mr. Lissette served the Utz companies in several capacities since joining in 1995, including serving as Retail Sales Manager, Key Account Director, and Director of Marketing. In 2007, Mr. Lissette was promoted to the position of Senior Vice President — Sales Operations where he had direct responsibility for route sales development in our Mid-Atlantic core markets and system-wide administration of the company’s DSD operations. Mr. Lissette represents the fourth generation of family leadership and involvement at Utz and is the son-in-law of Michael W. Rice, who serves as our Chairman Emeritus and is a member of our Board of Directors. Mr. Lissette also served on the Board of Directors of Hanover Hospital from August 2011 until August 2018. Mr. Lissette holds a B.S. degree in Business Economics and Public Policy from The George Washington University.   Qualifications Mr. Lissette’s extensive institutional knowledge and executive experience as the Chief Executive Officer of Utz qualifies him to serve on our Board of Directors.

 

				2022 PROXY STATEMENT       15

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

Class I Directors Continuing in Office until the 2024 Annual Meeting of Stockholders

 

John Altmeyer     Age: 63				Career Highlights Mr. Altmeyer has served as a member of the Board of Directors of the Company since August 2020. Since January 2021, Mr. Altmeyer has served as executive chairman of GAF Materials LLC, a roofing and waterproofing manufacturer. Mr. Altmeyer served as the President and Chief Executive Officer of Carlisle Construction Materials, a division of Carlisle Companies Incorporated, from July 1997 to September 2018. Carlisle Construction Materials is principally engaged in the manufacture and sale of rubber and thermoplastic roofing systems and other products with roofing applications for commercial and residential buildings. Mr. Altmeyer also has served as a Member of the Board of Directors of EMCOR Group, Inc. (NYSE: EME), a mechanical and electrical construction, industrial and energy infrastructure and facilities services company, since 2014. As part of his service on the EMCOR Board of Directors, Mr. Altmeyer currently serves on the governance committee of EMCOR and has served as the Chair of the compensation committee of EMCOR since 2018. Mr. Altmeyer also served on the audit committee of EMCOR from 2014 through 2018. Additionally, Mr. Altmeyer served as a member of the Board of Directors of Berkshire Hills Bancorp, a bank holding company, from 2012 to 2014. Mr. Altmeyer also served on the Board of Directors of Tecta America, a roofing contracting and services business, from March 2019 until January 2021. Mr. Altmeyer earned his B.S. degree from Cornell University and his M.B.A. from Harvard Business School.   Qualifications Mr. Altmeyer’s qualifications to serve on our Board of Directors include his substantial financial, operations, investment and acquisition experience, and his experience serving as a public company director.

 

Jason Giordano     Age: 43				Career Highlights Mr. Giordano has served as a member of the Board of Directors of the Company since June 2018. Mr. Giordano was the Co-Executive Chairman, Principal Executive Officer and Principal Financial and Accounting Officer of Collier Creek from June 1, 2018 until the Closing of the Business Combination. Mr. Giordano has over 18 years of investment and acquisition experience, with a focus in the consumer goods and related sectors. Mr. Giordano has been a Senior Managing Director at CC Capital Partners, LLC (affiliates of whom are indirect owners of Utz securities through CC Collier Holdings LLC), a private investment firm, since November 2018. Mr. Giordano has been EVP Corporate Development for CC Neuberger Principal Holdings II, a special purpose acquisition company, since July 2020 and EVP Corporate Development for CC Neuberger Principal Holdings III, a special purpose acquisition company, since August 2020. Previously, Mr. Giordano was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors. During his tenure at Blackstone from 2006 to October 2017, Mr. Giordano was involved in 12 initial and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail and related businesses. Prior to Blackstone, Mr. Giordano was a private equity investment professional at Bain Capital, LP, one of the world’s leading multi-asset alternative investment firms, and an investment banker with Goldman, Sachs, & Co., a leading global investment banking, securities and investment management firm. Mr. Giordano previously served on the board of directors of Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, from 2007 to September 2015, Crocs, Inc. (Nasdaq: CROX), a global supplier of branded footwear, from January 2015 to October 2017, AVINTIV, a global supplier of specialty materials primarily sold to consumer goods manufacturers, from January 2011 to October 2015; Outerstuff LLC, a leading U.S. supplier of licensed children’s sports apparel, from May 2014 to October 2017; Ascend Learning, LLC, a provider of online professional training tools and educational software, from July 2017 to October 2017; and HealthMarkets, Inc., a direct-to-consumer provider of health, life, supplemental, and other insurance and related products, from February 2009 to October 2017. Mr. Giordano earned an M.B.A. with high distinction from Harvard Business School, where he was a Baker Scholar, and an A.B. with high honors in Economics from Dartmouth College.   Qualifications Mr. Giordano’s qualifications to serve on our Board of Directors include his substantial investment and acquisition experience at blue chip financial institutions; his in-depth knowledge and strong network of relationships in consumer and related sectors; and his experience serving as a director for various public and private companies.

 

16

PROPOSAL NO. 1: ELECTION OF DIRECTORS  ∎  DIRECTORS OF UTZ BRAND, INC.

 

B. John Lindeman     Age: 52				Career Highlights Mr. Lindeman has served as a member of the Board of Directors of the Company since August 2020. Mr. Lindeman has served as the Chief Financial Officer of Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM), a wholesaler and manufacturer of hydroponics equipment and commercial horticultural products, since March 2020. From August 2015 until assuming his current role at Hydrofarm Holdings in March 2020, Mr. Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global avocado-industry leader and expanding provider of valued-added fresh food, where he was responsible for the finance, accounting, IT and human resource functions. Prior to joining Calavo, Mr. Lindeman held various leadership positions within the finance and investment banking industries, including serving as managing director at Sageworth Trust Company, a provider of investment management, fiduciary and planning services to highly successful individuals and families, from March 2015 to July 2015; managing director and co-head of the consumer and retail group at Janney Montgomery Scott, a financial advisory firm, from August 2009 to March 2015; managing director at Stifel Nicolaus, a full service brokerage and investment banking firm, from December 2005 to August 2009; and principal at Legg Mason, a global asset management leader, from October 1999 to December 2005. Prior to joining Legg Mason, Mr. Lindeman was a Manager at PricewaterhouseCoopers LLP, a global network of firms delivering assurance, tax, and consulting services, from August 1996 to October 1999. Mr. Lindeman is a Chartered Financial Analyst and holds a B.S. in Business Administration from the University of Mary Washington.   Qualifications Mr. Lindeman’s qualifications to serve on our Board of Directors include his significant financial and operational experience, including experience as chief financial officer of various public companies.

 

				2022 PROXY STATEMENT       17

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

 

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

 

 

Our executive officers are elected annually and serve at the pleasure of the Board. The following sets forth the name, age as of the record date, position(s) with us and selected biographical information for our executive officers. The biography of Mr. Lissette is provided above under “Proposal No. 1: Election of Directors.”

 

NAME		AGE		POSITION
Dylan Lissette		50		Chief Executive Officer
Eric Aumen		45		Senior Vice President, Chief Accounting Officer
Shane Chambers		48		Executive Vice President, Chief Growth Officer
Cary Devore		49		Executive Vice President, Chief Operating Officer
Ajay Kataria		45		Executive Vice President, Chief Financial Officer
Thomas Lawrence		54		Executive Vice President, Chief Supply Chain Officer
Mark Schreiber		58		Executive Vice President, Chief Customer Officer
Theresa Shea		49		Executive Vice President, General Counsel and Corporate Secretary
James Sponaugle		45		Executive Vice President, Chief People Officer

 

Eric Aumen          Age: 45		Mr. Aumen was appointed Senior Vice President, Chief Accounting Officer of Utz in January 2022. Mr. Aumen previously served as Vice President, Chief Accounting Officer, having served in this role since May 2020. Prior to joining Utz, Mr. Aumen served as Vice President and Controller of Element Fleet Management Corporation (TSX: EFN), a commercial motor vehicle management company from May 2016 until May 2020. Prior to Element Fleet, Mr. Aumen served as Chief Accounting Officer of Apex Tool Group, LLC, a hand and power tools manufacturer and marketer; Vice President, Corporate Controller for Colfax Corporation (NYSE: CFX), an American corporation manufacturing welding, air and gas handling equipment, and medical devices; and began his career with Deloitte & Touche LLP, an accounting organization and the largest professional services network in the world by revenue and number of professionals, most recently as Audit Manager. From 2012 until 2020, Mr. Aumen served as a member of the Advisory Board of Pennsylvania State University, Mont Alto Campus. Mr. Aumen is a Certified Public Accountant and earned his B.S. in Accounting with a minor in Supply Chain Management from The Pennsylvania State University.

 

Shane Chambers          Age: 48		Mr. Chambers serves as the Executive Vice President and Chief Growth Officer for Utz, having served in this newly created position since June 2021. In this role, Mr. Chambers is responsible for the Company’s marketing & branding teams, strategic growth initiatives, consumer facing innovation, and helping to source and execute on Utz’s M&A strategy. Prior to joining Utz, Mr. Chambers was the Chief Executive Officer of Truco, the Carrolton, TX based manufacturer of ON THE BORDER® chips and dips, from January 2019 through its acquisition by Utz in December 2020. Prior to joining Truco, Mr. Chambers was CEO of Tillamook Country Smoker, an Oregon based meat snacks company, from June 2017 to January 2019. During his tenure at Tillamook, Mr. Chambers doubled the Company’s revenues, led a strategic $10 million capital investment project which increased manufacturing capacity by more than 150%, and led the launch of Tillamook “Zero Sugar” (the category’s first no sugar beef jerky snack). Mr. Chambers is a lifetime veteran of the consumer goods industry. His prior roles include nine years at The Hershey Company (“Hershey”) from January 2008 to June 2017 and eleven years at Molson Coors Beverage Company from June 1996 to January 2008 where he held a variety of sales and marketing leadership positions. During his tenure with Hershey, Mr. Chambers was the lead operator for Hershey-acquired companies. His roles in that capacity included President of Allan Candy Company from 2014 to 2015 and President of KRAVE Pure Foods from 2015 to 2017. Since 2017, Mr. Chambers has continued to serve on the Board of Tillamook Country Smoker. Mr. Chambers holds a Bachelor’s of Commerce from McMaster University.

 

18

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

 

Cary Devore          Age: 49		Mr. Devore serves as Executive Vice President, Chief Operating Officer of Utz, having served in this newly created role since October 2021. In this role, Mr. Devore works across the organization to help drive revenue growth, productivity, and operational excellence. In addition, he continues to drive the Company’s strategic corporate initiatives including mergers and acquisitions, capital markets, as well as continues to provide oversight for the Project Management Office, which manages the implementation of value creation and acquisition integration initiatives. Prior to his role as Chief Operating Officer, Mr. Devore held the position of Executive Vice President and Chief Financial Officer of Utz from July 2019 to October 2021. Mr. Devore joined the Utz companies in November 2016 as the lead representative of Metropoulos & Co. on the Board of Managers of the Continuing Members, where he worked alongside Dylan Lissette to drive our acquisition and value creation efforts, and became Executive Vice President and Chief Financial Officer in July 2019. Prior to serving as Chief Financial Officer, Mr. Devore served as Executive Vice President since December 2017 and as Senior Vice President from November 2016 until December 2017. From November 2014 until August 2017, Mr. Devore was a Managing Director of Metropoulos & Co., a private equity firm, where he focused on direct equity investments in the food and beverage sector. Prior to his service at Metropoulos, from October 2009 through August 2014, Mr. Devore was Co-Founder and Managing Director of SilverStream Capital, LLC, a family office focused on investments in healthcare and technology. From October 2005 through June 2009, Mr. Devore co-founded and led HBK Private Equity, LLC, the private equity arm of the hedge fund HBK Capital Management. Earlier in his career, Mr. Devore worked for Jordan Industries, Inc., an affiliate of The Jordan Company, from May 1996 to July 2002, focusing on middle market buy and build strategies; as well as at UBS Investment Bank, an investment bank, from August 2004 to October 2005; and Price Waterhouse LLP, a multinational professional services network of firms, from August 1994 to May 1996. Mr. Devore graduated from the University of Illinois with a B.S. in Accounting, Magna Cum Laude, and received his M.B.A. from the University of Michigan with High Honors.

 

Ajay Kataria          Age: 45		Mr. Kataria serves as Executive Vice President, Chief Financial Officer at Utz, having served in this role since October 2021. In this role, Mr. Kataria is responsible for Accounting, Tax and Investor Relations, in addition to the business partner teams and Information Technology function that he oversaw in his previous role. Prior to his service as Executive Vice President and Chief Financial Officer, Mr. Kataria served as Executive Vice President of Finance and Accounting from July 2019 until October 2021. Mr. Kataria joined the Utz companies in July 2017 as Senior Vice President of Finance and Treasury to support our financial planning, analytics and business transformation efforts, and became Executive Vice President in July 2019. Prior to joining the Utz companies, from April 2016 until July 2017, Mr. Kataria served as Vice President of Global Finance and Strategy at Armstrong Flooring, Inc., a producer of residential and commercial flooring products. Prior to his time at Armstrong, from August 2014 until April 2016, Mr. Kataria served as Vice President of Supply Chain Finance at Chobani, Inc., a producer of Greek yogurt and dairy products. Prior to Chobani, Mr. Kataria worked for ten years at PepsiCo, an American multinational food, snack, and beverage corporation, in various supply chain and finance roles of increasing responsibility. Mr. Kataria holds a Bachelor of Technology from the National Institute of Technology, India and earned his M.B.A. from Southern Methodist University, Cox School of Business.

 

Thomas Lawrence          Age: 54		Mr. Lawrence serves as Executive Vice President, Chief Supply Chain Officer for Utz, having served in this role since January 2015. Mr. Lawrence was a member of the Board of Managers of the Continuing Members from June 2014 until August 2020. Mr. Lawrence joined the Utz companies in September 2004, holding various positions, including roles in Manufacturing and Strategic Planning. Prior to joining the Utz companies, Mr. Lawrence served as Director of Operations for Glatfelter, a global supplier of specialty paper, where he was employed from June 1993 to September 2004. Mr. Lawrence started his career in the paper and packaging industry, working for Westvaco (now part of WestRock), an American corrugated packaging company, from June 1990 to June 1993. Mr. Lawrence holds a B.S. in Chemical Engineering from The Pennsylvania State University.

 

				2022 PROXY STATEMENT       19

EXECUTIVE OFFICERS OF UTZ BRANDS, INC.

 

Mark Schreiber          Age: 58		Mr. Schreiber serves as Executive Vice President, Chief Sales and Customer Officer at Utz, having served in this role since June 2021. Prior to serving as Executive Vice President, Chief Sales and Customer Officer, Mr. Schreiber served as EVP, Chief Customer Operating Officer, Sales & Marketing from October 2020 to June 2021, and as Chief Customer Officer from April 2017 until October 2020. Prior to his service at the Utz companies, Mr. Schreiber served as the Senior Vice President of Sales and Operations for Pepperidge Farm, Inc., a commercial bakery that was acquired by Campbell Soup Company, and on the Global Sales Leadership team for Campbell Soup Company, a processed food and snack company, from January 2008 to April 2017. Mr. Schreiber also worked at Pepperidge Farm, Inc., an American commercial bakery, as Customer Vice President from January 2002 until January 2008, and as Vice President Customer Trade Marketing from January 1999 until January 2002. Prior to Pepperidge Farm, from January 1987 to January 1999, Mr. Schreiber began his career at Frito-Lay, a manufacturer of corn chips, potato chips and other snack foods, performing various roles in sales, strategic accounts, supply chain, marketing and DSD strategic operations. Mr. Schreiber is a current member of the Food Industry Association and has served as a Sales Executive Board Member of the Grocery Manufacturers Association from 2010 until 2016. Mr. Schreiber holds a B.S. in Marketing from The Pennsylvania State University.

 

Theresa Shea          Age: 49		Ms. Shea has served as Executive Vice President, General Counsel & Corporate Secretary since July 2021. Prior to joining Utz, Ms. Shea was Vice President & General Counsel of True Value Company, LLC, a hardware wholesaler that services independent hardware store owners, having served in that role since July 2018. Before assuming that role in July 2018, Ms. Shea served as Assistant General Counsel, Labor & Employment for True Value starting in December 2007. During her tenure at True Value, Ms. Shea served as Executive Sponsor of the Inclusion & Diversity Council and True Value Foundation and led the internal COVID Crisis Team. From November 2002 through December 2007, Ms. Shea held the role of Senior Counsel at United Airlines, Inc., assisting the Company as it renegotiated all of its employment commitments during its post-09/11 bankruptcy. Earlier in her career, Ms. Shea worked as an associate for Seyfarth Shaw, an international law firm, out of its Chicago, Illinois office, focusing her practice in labor, employment and education law. Ms. Shea graduated from the University of Illinois at Urbana-Champaign, Bronze Tablet in 1994 with a B.A. Degree in the Teaching of English and Magna Cum Laude in 1997 with a Juris Doctor Degree. Ms. Shea obtained a Certificate in Executive Management from the University of Notre Dame in 2015.

 

James Sponaugle          Age: 45		Mr. Sponaugle serves as the Executive Vice President, Chief People Officer at Utz, having served in this role since August 2021. Prior to his role as Chief People Officer, Mr. Sponaugle served as Senior Vice President, Human Resources & Personnel Development at Utz, from February 2020 until August 2021. Prior to joining the Utz companies, from January 2009 until January 2020, Mr. Sponaugle worked at the Stewart Companies family of businesses, a company handling the entire range of construction-related services. Starting with Poole Construction from January 2009 to June 2010, and then moving to Riley Welding and Fabricating, a metal fabrication division of Stewart Companies, a full-service construction-related services company, serving as General Manager and Vice President from June 2010 until March 2018. Mr. Sponaugle was promoted to Executive Vice President and added the responsibility of running Stewart & Tate Construction Industrial Division starting March 2018 through January 2020, while also maintaining his responsibilities at Riley Welding and Fabricating. Mr. Sponaugle started his career with Cintas Corporation in January of 1999, and for close to a decade held various leadership roles in Sales and Operations, finishing his career as a General Manager overseeing a 3-shift operation with approximately 165 associates, including approximately 55 routes and Service Sales Representatives. Cintas is a public company operating nearly 500 facilities in North America — including five manufacturing facilities and eleven distribution centers. Mr. Sponaugle serves as the Chairman of the Board of Directors of the YMCA of Hanover. Mr. Sponaugle earned his B.S. in Business Management from Cornell University.

 

20

CORPORATE GOVERNANCE  ∎  COMMITTEES AND MEETINGS OF THE BOARD

 

CORPORATE GOVERNANCE

 

 

We have established corporate governance practices designed to serve the best interests of Utz and our stockholders. We are in compliance with the current corporate governance requirements imposed by the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (“NYSE”). Our current Code of Business Conduct and Ethics, Corporate Governance Guidelines and charters for the standing committees of the Board are available on our investor website at www.investors.utzsnacks.com under the heading “Governance — Governance Documents.”

Set forth below is information regarding the meetings of the Board during 2021, a description of the Board’s standing committees and additional information about our corporate governance policies and procedures.

Committees and Meetings of the Board

Board Composition. Our business affairs are managed under the direction of our Board of Directors. Our Board of Directors consists of eleven members, divided into three classes of staggered three-year terms. If a new Chief Executive Officer is named to replace Dylan B. Lissette, such person is anticipated to join our Board of Directors as the twelfth member.

Pursuant to the Investor Rights Agreement, the Continuing Members have the right to nominate five Continuing Member Nominees to our Board of Directors and the Sponsor or Sponsor Representative, as applicable, have the right to nominate five Sponsor Nominees to our Board of Directors for so long as each of them and their respective affiliates and specified family members beneficially own certain specified percentages of the certain economic interests in UBI and UBH.

At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

 

∎

The Class I directors are John Altmeyer, Jason Giordano, and B. John Lindeman;

 

∎

The Class II directors are Antonio Fernandez, Michael Rice, Craig Steeneck, and Pamela Stewart; and

 

∎

The Class III directors are Timothy Brown, Christina Choi, Roger Deromedi, and Dylan Lissette.

Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. This classification of our Board may have the effect of delaying or preventing changes in control of the Company.

Each of our officers serve at the discretion of our Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. Except with respect to Messrs. Rice and Lissette, who are related as set forth in their biographies (see “Proposal No. 1: Election of Directors”), there are no family relationships among any of our directors or officers.

Meetings of the Board. Our Corporate Governance Guidelines provide that directors should make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders, and be prepared to participate in discussions of issues presented. In 2021, our Board met nine times and each of the incumbent directors then serving on our Board attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served during his or her tenure on the Board.

Board Committees. Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, consisting of the following directors:

 

∎

Audit Committee: Craig Steeneck (Chair), Antonio Fernandez, and B. John Lindeman;

 

∎

Compensation Committee: Jason Giordano (Chair), John Altmeyer, Craig Steeneck, and Pamela Stewart; and

 

∎

Nominating and Corporate Governance Committee: John Altmeyer (Chair), Christina Choi and Jason Giordano.

All of the committee members are “independent” under the listing standards of NYSE. Members will serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee. Craig Steeneck, Antonio Fernandez and B. John Lindeman serve as members of our Audit Committee. Under the NYSE listing standards and applicable SEC rules, all the directors on the Audit Committee must be independent; our Board of Directors has determined that each of Messrs. Steeneck, Fernandez and Lindeman are independent under the NYSE

 

				2022 PROXY STATEMENT       21

CORPORATE GOVERNANCE  ∎  COMMITTEES AND MEETINGS OF THE BOARD

 

listing standards and applicable SEC rules. Mr. Steeneck serves as the Chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr. Steeneck qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our Audit Committee is responsible for, among other things:

 

∎

Selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

∎

Helping to ensure the independence and performance of the independent registered public accounting firm;

 

∎

Discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end financial statements;

 

∎

Developing procedures for associates to submit concerns anonymously about questionable accounting or audit matters;

 

∎

Reviewing and overseeing our policies on risk assessment and risk management, including enterprise risk management;

 

∎

Reviewing related person transactions;

 

∎

Reviewing the adequacy and effectiveness of internal control policies and procedures and our disclosure controls and procedures; and

 

∎

Approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our Board of Directors adopted a written charter for the Audit Committee which is available on our investor website at www.investors.utzsnacks.com under the heading “Governance — Governance Documents.”

In fiscal year 2021, the Audit Committee met eight times.

Compensation Committee. Jason Giordano, John Altmeyer, Craig Steeneck and Pamela Stewart serve as members of our Compensation Committee. Under the NYSE listing standards, we are required to have a Compensation Committee composed entirely of independent directors; our Board of Directors has determined that each of Messrs. Giordano, Altmeyer and Steeneck and Ms. Stewart are independent. Mr. Giordano serves as Chairman of the Compensation Committee. For more information on the Compensation Committee, see “— Corporate Governance Policies — Consideration and Determination of Executive and Director Compensation.”

Our Compensation Committee is responsible for, among other things:

 

∎

Reviewing, approving and determining the compensation of our officers and key associates;

 

∎

Reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on our Board of Directors or any committee thereof;

 

∎

Administering our equity compensation plans;

 

∎

Reviewing, approving and making recommendations to our Board of Directors regarding incentive compensation and equity compensation plans; and

 

∎

Establishing and reviewing general policies relating to compensation and benefits of our associates.

Our Board of Directors adopted a written charter for the Compensation Committee, which is available on our investor website at www.investors.utzsnacks.com under the heading “Governance — Governance Documents.”

In fiscal year 2021, the Compensation Committee met five times.

Nominating and Corporate Governance Committee. John Altmeyer, Christina Choi and Jason Giordano serve as members of our Nominating and Corporate Governance Committee. Under the NYSE listing standards, we are required to have a nominating and corporate governance committee composed entirely of independent directors; our Board of Directors has determined that each of Messrs. Altmeyer and Giordano and Ms. Choi are independent. Mr. Altmeyer serves as Chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for, among other things:

 

∎

Identifying, evaluating and selecting, or making recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees;

 

∎

Evaluating the performance of our Board of Directors and of individual directors;

 

22

CORPORATE GOVERNANCE  ∎  COMMITTEES AND MEETINGS OF THE BOARD

 

∎

Considering, and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

 

∎

Reviewing developments in corporate governance practices;

 

∎

Evaluating the adequacy of the corporate governance practices and reporting; and

 

∎

Developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters.

Our Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our investor website at investors.utzsnacks.com under the heading “Governance — Governance Documents.”

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for conducting all necessary and appropriate inquiries into the background and qualification of each potential director candidate and recommend to our Board of Directors those candidates to be nominated for election to our Board of Directors, subject to the Investor Rights Agreement or any other stockholder agreement setting forth procedures or requirements governing the nomination of directors to our Board of Directors. In identifying, evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the terms of the Investor Rights Agreement (or any other stockholder agreement applicable to us from time to time), as well as the qualifications set forth in our Corporate Governance Guidelines. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of experience, technical skills, industry knowledge and experience, financial expertise, and local or community ties. Each director is expected to be an individual of high character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially.

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers matters relating to the retirement of members, including any term limits or age limits, as well as the performance of such directors and any other qualifications and characteristics set forth in the committee’s charter.

The Nominating and Corporate Governance Committee may retain and obtain the advice of any advisor to conduct or assist with this evaluation. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to our Board those nominees whose specific experience, qualifications, attributes, diversity and skills will ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure and the environment in which the Company is operating. In particular, the Nominating and Corporate Governance Committee will seek nominees who will: (i) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties; (ii) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our bylaws; (iii) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware; and (iv) adhere to our Code of Business Conduct and Ethics.

The Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders on a substantially similar basis as it considers other nominees. If any stockholder wishes to recommend candidates directly to our Nominating and Corporate Governance Committee, such stockholder may do so by sending timely notice to the Corporate Secretary and otherwise in accordance with the terms of our bylaws. To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Such stockholder’s notice shall set forth certain information about the stockholder giving the notice and the nominee and other representations and certifications as set forth in our bylaws.

In fiscal year 2021, the Nominating and Corporate Governance Committee met four times.

Director Independence

Our Class A Common Stock is listed on the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of NYSE.

 

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CORPORATE GOVERNANCE  ∎  DIRECTOR INDEPENDENCE

 

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of the NYSE, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of the NYSE, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each of our directors has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, eight of our directors are considered “independent directors” as defined under the listing requirements and rules of NYSE and the applicable rules of the Exchange Act.

Corporate Governance Policies

In addition to corporate governance matters described throughout this Proxy Statement, some additional information about our corporate governance policies and procedures is set forth below:

Code of Ethics. Our Board of Directors adopted a Code of Business Conduct and Ethics that applies to all of our associates, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Code of Business Conduct and Ethics is available on our investor website at www.investors.utzsnacks.com under the heading “Governance.” We intend to post any amendments to, or any waivers from a provision of, our Code of Business Conduct and Ethics on the same website.

Corporate Governance Guidelines. Our Board of Directors adopted Corporate Governance Guidelines, which address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable. The Corporate Governance Guidelines reflect the Board’s commitment to effective corporate governance of Utz, with a view to enhancing long-term stockholder value. Topics addressed in the Corporate Governance Guidelines include, without limitation:

 

∎

Role and responsibility of the Board;

 

∎

Independence of directors;

 

∎

Director qualification standards;

 

∎

Director orientation and continuing education;

 

∎

Conduct of Board meetings;

 

∎

Committees of the Board;

 

∎

Expectations of directors;

 

∎

Limitations on other board service;

 

∎

Management succession planning;

 

∎

Evaluation of Board performance; and

 

∎

Communications with stockholders and communications with non-management directors.

A copy of the Corporate Governance Guidelines is available on our investor website at investors.utzsnacks.com under the heading “Governance.”

Risk Management. Utz’s management is responsible for day-to-day risk management of the company, subject to oversight by the Board and its committees with regard to the major risks inherent in our business, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity risks, and the efforts of management to address and mitigate such risks.

The Board receives regular reports concerning our risk assessment and risk management from the Audit Committee, which meets periodically with our independent auditors, with our legal counsel and with management, to discuss the Company’s major

 

24

CORPORATE GOVERNANCE  ∎  CORPORATE GOVERNANCE POLICIES

 

financial risk exposures and the steps that management has taken to monitor and control such exposures. In addition to receiving regular reports from the Audit Committee related to financial risk exposures, the Board also reviews information regarding other risks through regular reports of its other committees, including information regarding compensation-related risk from the Compensation Committee and governance-related risk from the Nominating and Corporate Governance Committee.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks that we face.

Executive Sessions of Non-Management Directors. In accordance with our Corporate Governance Guidelines, our non- management directors meet in executive session for a portion of most Board meetings with only the Corporate Secretary present, if the presence of the Corporate Secretary is requested by our Board or the Chairman. The Board believes that executive sessions foster free and open communication among the non-management directors, which will ultimately add to the effectiveness of the Board, as a whole.

Consideration and Determination of Executive and Director Compensation. The Compensation Committee has the primary authority to establish and review our overall compensation philosophy and to establish compensation for our executive officers, subject to such further action of our Board of Directors as our Board of Directors shall determine with respect to compensation for our Chief Executive Officer. In establishing executive officer compensation, the Compensation Committee uses its evaluation of the executives’ performance and responsibilities, our overall performance and our Chief Executive Officer’s recommendations with respect to the other executive officers. In addition, the Compensation Committee has engaged an independent compensation consultant to advise regarding the status of Utz’s executive officer and director compensation in relation to comparable companies.

Management plays a significant role in the executive compensation-setting process. The most significant aspects of management’s role are:

 

∎

Evaluating associate performance;

 

∎

Preparing information for Compensation Committee meetings;

 

∎

Establishing business performance targets and objectives;

 

∎

Providing background information regarding our strategic objectives; and

 

∎

Recommending salary levels and equity awards.

From time to time, the Compensation Committee may invite to its meetings any director, member of management and such other persons as it deems appropriate in order to carry out its responsibilities. Typically, Mr. Lissette reviews the performance of senior management and make recommendations on compensation levels. In addition, our executive officers answer questions posed by the committee.

Under our Corporate Governance Guidelines, the compensation of non-employee directors is determined by the Board upon recommendation of the Compensation Committee. The guidelines further provide that non-employee directors are expected to receive a portion of their annual retainer in the form of equity. Employee directors are not paid additional compensation for their services as directors.

Restrictions on Short Sales or Speculative Transactions by All Directors and Associates. The Board believes that it is undesirable for our directors, officers and associates to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, our directors, officers, and associates and our affiliates, whether or not in possession of material non-public information, are generally prohibited from: (i) selling our securities that are of the same class during the six months following the purchase (or vice versa), (ii) selling our securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery), (iii) transacting in put options, call options or other derivative securities, on an exchange or in any other organized market, (iv) engaging in hedging or monetization transactions, such as the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, and (v) certain other transactions set forth in our Insider Trading Policy.

Committee Authority to Retain Independent Advisors. The charters of each of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee provide that each such committee has the authority to retain independent advisors, counsel, experts and consultants, with all fees and expenses paid by us.

Board Leadership Structure. Our current Board leadership structure separates the positions of Chief Executive Officer and Chairperson of the Board, although we do not have a corporate policy requiring such structure. The Board believes that this

 

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CORPORATE GOVERNANCE  ∎  CORPORATE GOVERNANCE POLICIES

 

separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction, while our Board Chairperson, who is an independent member of the Board, is primarily focused on matters pertaining to corporate governance, including strategic guidance. The Board believes that this is the most appropriate structure at this time but will make future determinations regarding whether or not to separate the roles of Chair and Chief Executive Officer based on then-current circumstances.

Under our Corporate Governance Guidelines, when the Chairperson of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” a “Lead Director” shall be elected annually by plurality vote of the independent directors, pursuant to a secret ballot, following nomination by the Nominating and Corporate Governance Committee. The Lead Director would help coordinate efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management. A description of the position of Lead Director is set forth in Annex A to our Corporate Governance Guidelines, which is available on our investor website at investors.utzsnacks.com under the heading “Governance.” Currently, Dylan Lissette serves as our Chief Executive Officer, and the independent Chairman position is held by Roger Deromedi. Therefore, we do not currently have a Lead Director. We believe that the structure of our Board and its committees provides strong overall management of the Company.

Policy for Director Attendance at Annual Meetings. Under our Corporate Governance Guidelines, each director is strongly encouraged to attend each Annual Meeting of Stockholders. All ten of the then current directors attended the 2021 Annual Meeting of Stockholders.

Process for Interested Parties to Send Communications to the Board. Our Corporate Governance Guidelines provide that any interested parties, including our stockholders, who wish to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary of the Company, 900 High Street, Hanover, Pennsylvania 17331 or tshea@utzsnacks.com. Such communications may be done confidentially or anonymously.

 

26

EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

EXECUTIVE AND DIRECTOR COMPENSATION

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results.

We achieve these goals by offering a total compensation program that consists of both fixed components (in the form of base pay and benefits) and variable, performance-based pay (in the form of short and long-term incentives) designed to reward performance. The total target compensation for our executive officers is weighted more heavily toward incentive compensation, in the form of an annual bonus program, stock options, and performance stock units. Our compensation program is designed to achieve an appropriate balance of short-term and long-term incentives to ensure executive officers are properly balancing the need for consistent annual performance with the need for consistent performance over a multiple-year horizon. This compensation balance is intended to ensure that our executive officers share in both downside risk and upside opportunity based on our performance.

The following discussion describes and analyzes our compensation program for our named executive officers. Our named executive officers are our principal executive officer, our principal financial officer, our Executive Vice President, Chief Operating Officer, who served as our principal financial officer during a portion of fiscal year 2021, and three other most highly compensated persons serving as executive officers as of the last day of our most recent fiscal year, which ended January 2, 2022 (the “named executive officers”), which individuals are:

 

∎

Dylan Lissette, Chief Executive Officer

 

∎

Ajay Kataria, Executive Vice President, Chief Financial Officer

 

∎

Cary Devore, Executive Vice President, Chief Operating Officer

 

∎

Mark Schreiber, Executive Vice President, Chief Customer Officer

 

∎

Shane Chambers, Executive Vice President, Chief Growth Officer

 

∎

Tucker Lawrence, Executive Vice President, Chief Supply Chain Officer

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Our Compensation Committee engaged a compensation consultant, F.W. Cook, to provide compensation advice in 2021. The consultant is retained directly by our Compensation Committee and performs no consulting or other services for us or members of our management. Our Compensation Committee is independent and there are no conflicts of interest with respect to the work of F.W. Cook.

Key 2021 Financial Highlights

Despite operational challenges associated with labor and supply chain constraints as well as significant inflationary headwinds, fiscal year 2021 demonstrated notable growth in Net Sales and Adjusted EBITDA:

 

($ IN MILLIONS)		FISCAL YEAR 2021					FISCAL YEAR 2020(1)					CHANGE
Net Sales				1,180.7					964.3					22.4	%
Net Income (Loss)				8					(104.5	)
Adjusted EBITDA(2)				156.2					133.9					16.7	%

 

(1)

Reflects combined selected financial data for the successor period from August 29, 2020 through January 3, 2021 and the predecessor period from December 30, 2019 through August 28. 2020. The combined results of operations included in our discussion below are not considered to be prepared in accordance with U.S. GAAP and should not be viewed as a substitute for the results of operations of the predecessor and successor periods presented in accordance with U.S. GAAP.

 

(2)	See reconciliation to GAAP financial measures in Appendix A.

Compensation Program Objectives and Design

Our primary objective in establishing our comprehensive compensation program is to be able to successfully recruit, attract, retain and properly incent high-level talent to work for and ultimately add value to our business for the benefit of our stockholders.

Our compensation program is designed to reward performance, which in turn creates value for our stockholders. Performance is reviewed annually for both our executives individually and our business as a whole. When annual Company or individual performance goals are not met, certain elements of the compensation program (including annual bonuses and certain equity grants) are not paid or do not vest.

The compensation program is not only intended to drive short-term results (annual performance), but also to build long-term intrinsic value. Therefore, employee equity programs, which are discussed in more detail below, are key elements of the compensation program.

Each element of the overall comprehensive compensation program is intended to be competitive with similar elements offered both locally and nationally by other like-sized companies and competitors, and the elements taken together are intended to present a comprehensive competitive program to accomplish the objectives noted above.

We designed most of the significant elements of our comprehensive compensation program by soliciting initial thoughts and ideas from our senior management team, consisting of our Chief Executive Officer, and Executive Vice President & Chief People Officer, and in consultation with other members of our senior management. Additional input and suggested objectives were received from our Chairman, the chairperson of our Compensation Committee, representatives of F.W. Cook and other members of the Board. Significant compensation elements are reviewed annually by our executive leadership team.

After receipt of the input noted and development of proposed plans, such plans were presented to the Compensation Committee, which determines the terms of and ultimately adopts our compensation program. None of our named executive officers participates in discussions involving their own compensation.

The Compensation Committee intends to review and approve annual compensation elements such as bonus plan mechanics, and our Board of Directors reviews full year sales, earnings and management performance through the company objectives. The Board of Directors also approves elements of our annual budgets, which include some elements of the compensation program such as annual bonuses and annual base salary increases, if any, for our executives.

 

28

EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Peer Group

The Compensation Committee, in consultation with F.W. Cook, has identified a peer group of 13 publicly-traded companies to be used as a competitive reference point in determining total compensation packages for our management, including the named executive officers. Our peer group includes consumer products companies, nearly all of which are focused on food and beverage in North America with similar revenue (peer group median revenue $1.1 billion) and market capitalization (peer group median market capitalization $2.5 billion) to us. Peer group selection included companies in the Global Industry Classification Standard in the sub-industry categories of packaged foods and meats, personal products, soft drinks, and pharmaceuticals. The remaining companies were evaluated to identify those most similar to us in terms of size, business fit and geographic fit. As of January 2, 2022, our revenue was approximately $1,180.7 million and our market capitalization was approximately $2.3 billion.

 

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Elements of Compensation

The four major compensation elements for our Executive Leadership Team include (i) Base Salary, (ii) Annual Cash Short-Term Incentive Awards Program, (iii) Long-Term Incentive Awards, and (iv) Severance. The table below lists the key elements of our 2021 compensation program for our Executive Leadership Team and outlines the objectives and key features of these elements, as well as the percentage range for each element in our Executive Leadership Team compensation package. We generally construct this program with consideration of the median compensation package for our peer group.

 

ELEMENT OF COMPENSATION		OBJECTIVE		KEY FEATURES		% OF TARGET TOTAL DIRECT COMPENSATION
Base Salary		Provide a competitive level of fixed compensation		∎  Fixed pay component based on level of responsibility of position held   ∎  Adjustments based on individual performance and external benchmarking against peer group companies		22-43%
Annual Cash Short-Term Incentive Award Program		Motivate and reward executive contributions in achieving annual performance goals		∎  Variable pay component   ∎  Payouts are based on a formula that includes Company performance against Adjusted EBITDA, Net Sales, and Company Objectives, as well as individual performance against pre-determined individual objectives		24-27%
Long-Term Incentive Awards		Motivate and reward executive contributions in achieving long-term objectives that align with the interests of our stockholders		∎  Variable pay component   ∎  Awards to senior management are issued as performance share units and stock options and have a multi-year vesting period   ∎  Option award value is fixed at grant, and ultimate value to the executive is based on stock performance   ∎  Awards in the form of performance share units have ultimate value based on our relative total stockholder return against our peer group		27-50%
Severance		Provide temporary income following an executive’s involuntary termination of employment whether or not following a change in control of our Company		∎  Fixed pay component   ∎  Payments are formula-driven based on executive’s salary, bonus target and level in the organization

Compensation Components

Base Salary

Base salaries are intended to compensate the executive officers and all other salaried associates for their basic services performed for us on an annual basis. In setting base salaries, we take into account the associate’s experience, the functions and responsibilities of the job, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factor relevant to that particular job. Generally, we attempt to pay at the median of our peer group for each job but do not confine ourselves to this practice if other factors such as experience warrant a lower or higher base salary. Base salaries may be adjusted annually based on executive officer performance and, in some circumstances, adjusted throughout the year to address competitive pressures or changes in job responsibilities. Our Chief Executive Officer recommends to the Compensation Committee the base salaries for executives reporting directly to him. The Chief Executive

 

30

EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Officer’s base salary and annual merit adjustment is approved by the Compensation Committee, subject to such further action of the Board of Directors as the Board of Directors shall determine. Adjustments for all other executives are recommended by the Chief Executive Officer and approved by the Compensation Committee.

Base Salary Adjustments

In January 2022, each of Messrs. Lissette, Devore, Kataria, Schreiber, Chambers and Lawrence were eligible to receive a merit increase to his base salary based on his performance in the preceding year. Our merit increases range from 0% to 8% of base salary based on individual performance. The merit increases are consistent with our effort to maintain compensation at approximately the median level of our peer group, with these adjustments taking into consideration certain factors that may influence our decision to fall slightly above or below the 50^th percentile mark among our peers.

The table below reflects the base amounts that were prescribed for fiscal year 2021 and not actual base pay received.

 

NAMED EXECUTIVE OFFICER		2021 ANNUAL BASE SALARY					2022 ANNUAL BASE SALARY MERIT INCREASE					2022 ADDITIONAL ANNUAL BASE SALARY ADJUSTMENTS					2022 BASE SALARY
Dylan Lissette			$	750,000					1.0	%				6.0	%			$	805,000
Cary Devore				500,000					2.0	%				5.0	%				535,000
Ajay Kataria				450,000					2.0	%				3.6	%				475,000
Mark Schreiber				418,000					2.0	%				5.6	%				450,000
Shane Chambers(1)				417,500					1.0	%				N/A					420,000
Tucker Lawrence(2)				413,000					0.0	%				N/A					413,000

 

(1)	Mr. Chambers’ annual base salary was adjusted from $390,000 to $417,500 in June 2021 in connection with his appointment as the Company’s Chief Growth Officer.

 

(2)	Mr. Lawrence received no increase because he has confirmed his retirement from the Company, to be effective April, 2022.

Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”)

2021 ABP Design

In 2021, we adopted our ABP, which provides for a cash bonus to our management team, including our named executive officers, upon achievement of specific performance milestones for the Company and the participants. We use our ABP to reward achievement of our annual financial performance goals, and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and financial performance, specifically for achieving annual sales targets, annual profit goals, and company objectives.

Awards under the ABP were calculated by multiplying a participant’s base salary for fiscal year 2021 by the individual’s target award percentage, and multiplying the result by the sum of 50% of our Adjusted EBITDA score, 30% of our Net Sales score and 20% of the Objectives, Goals, Strategies, and Metrics (“OGSMs”) rating and multiplying the total by the Individual Performance Factor (“IPF”), as follows:

Annual Bonus =

BASE SALARY X TARGET %

X ((50% ADJUSTED EBITDA SCORE) + (30% NET SALES SCORE)

+ (20% OGSMs)) X IPF

For each performance measure, 100% of the bonus opportunity will be paid with respect to such metric if target performance is achieved, and a bonus ranging from 50% to 200% would be paid with respect to such performance measure at the threshold and maximum results. No bonus will be allocated to a performance measure if minimum threshold results are not achieved. The formula for fiscal year 2021 was constructed with upside potential so that if we exceeded our company performance and individual target performance, the annual bonus could be greater than 100% of the target annual bonus, but could not exceed 200% of bonus target.

As part of our annual budget, the Board of Directors approves the pool for the ABP, and the Compensation Committee approves actual payment of bonuses pursuant to the ABP and the bonuses paid to, or accrued on behalf of, the named executive officers. The Compensation Committee does not have the discretion to award bonuses under the ABP if the applicable performance factors have not been met.

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Company Performance Factors: Adjusted EBITDA, Net Sales, and OGSMs

For fiscal year 2021, the Compensation Committee confirmed Adjusted EBITDA, Net Sales, and defined annual goals through an Objectives, Goals, Strategies, Metrics (“OGSM”) system. These performance measures most directly align with the Company‘s operational strategy and generally have the best correlation with stockholder value.

The Adjusted EBITDA and Net Sales results for fiscal year 2021 are set forth below:

 

		FISCAL YEAR 2021 GOALS ($ MILLIONS)						FISCAL YEAR 2021 RESULTS for ABP ($ MILLIONS)(1)
		THRESHOLD		TARGET		MAXIMUM
Adjusted EBITDA		$178.0 (95% of Target)		$188.0		$208.0 (111% of Target)		$155.5
Net Sales		$1,145.0 (97% of Target)		$1,180.0		$1,227.0 (104% of Target)		$1,171.7

 

1 — Fiscal

Year 2021 results exclude post-acquisition Festida and R.W. Garcia Net Sales of $9.0M and Adjusted EBITDA of $0.7M that are reflected in the Company total on page 5 above.

The Adjusted EBITDA and Net Sales goals and results were calculated for purposes of the ABP in accordance with pre-established rules established by our Compensation Committee. Net Sales was our GAAP sales excluding the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds. Adjusted EBITDA was defined as Net Income before Interest, Income Taxes, and Depreciation and Amortization, further adjusted to exclude certain non-cash items, such as stock-based compensation, hedging and purchase commitments adjustments, and asset impairments; acquisition and integration costs; business transformation initiatives; and financing-related costs. Adjusted EBITDA also excludes the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds.

In 2021, we set forth the below five primary objectives in our OGSM system. Management, under the Compensation Committee’s supervision, then implemented these objectives through specific goals, strategies and individual projects:

 

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Drive productivity and increase margins

 

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Reinvest to accelerate revenue growth

 

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Continue strategic acquisitions

 

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Strengthen organizational capability

 

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Ensure and enhance corporate reputation

Our performance against the OGSM component of the ABP was determined by the Compensation Committee with input by management based on its assessment of performance, using the following:

 

ASSESSMENT		PAYOUT FOR OGSM COMPONENT
Significantly Exceeds Expectations		150-200%
Exceeded Expectations		120-150%
Met Expectations		80-120%
Below Expectations		50-80%
Unsatisfactory		0-50%

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Individual Performance Factor (IPF)

Each executive officer has individual objectives set at the beginning of the year, as shown below, which are reflective of his or her responsibilities based on his or her role. The Compensation Committee determines an IPF for the Chief Executive Officer based on a review of his performance during the fiscal year. For the other executive officers, the Chief Executive Officer recommends an IPF at the end of the performance year based on the achievement against the individual objectives, and the IPFs are reviewed and approved by the Compensation Committee.

 

IPF RATING		IPF
Significantly Exceeded Expectations(5)		125-150%
Exceeded Expectations(4)		115-125%
Met Expectations(3)		80-115%
Below Expectations(2)		50-80%
Unsatisfactory(1)		0%

2021 ABP Results

Our actual Net Sales performance, excluding certain acquisition revenue that took place during 2021, was $1,171.7 million, which resulted in an 88% payout for this component of the ABP.

Our actual Adjusted EBITDA performance, excluding certain acquisition EBITDA that took place during 2021, was $155.5 million, which resulted in a 0% payout for this component of the ABP.

Our actual OGSM percentage, awarded by the Board of Directors, resulted in a 65% payout for this component of the ABP. The Compensation Committee assigned this payout component because we fell short of several of our aggressive 2021 revenue growth goals and did not increase margins. However, they determined that our performance in other key objectives met or exceeded expectations. This assessment is consistent with our pay-for-performance philosophy.

The Compensation Committee evaluated the individual contributions of our named executive officers in addition to their efforts in delivering our overall results and operational goals. In evaluating the individual performance of our named executive officers, the following scores were determined based on performance against individual objectives:

 

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Mr. Lissette received an 80% score for his individual objectives due to the Company’s overall EBITDA results for the year. Performance highlights for Mr Lissette included strategically leading the business through significant supply chain, inflation, COVID, and labor challenges this year. Mr. Lissette also led the Company’s integration of multiple acquisitions that will lead to long-term benefits for the business.

 

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Mr. Devore received a 100% score for his individual objectives, with performance highlights including meaningfully upgrading the talent structure and capability of the supply chain team through internal reorganization and new hires, sourcing and closing several important acquisitions that expand geographic reach and enhance supply chain capabilities, and helping to deliver sales growth amid a very challenging supply chain environment.

 

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Mr. Kataria received a 100% score for his individual objectives, with performance highlights including successfully leading the company’s first ERP integration, as well as building a strong finance team to successfully transition into public company responsibilities while seamlessly transitioning to Chief Financial Officer duties.

 

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Mr. Schreiber received a 100% score for his individual objectives, with performance highlights including cross-functional collaboration to deliver growth on top of a prior sales record-setting 2020. He also developed key talent and organizational strength to deliver stronger trade systems, successful ERP implementation, and enhanced customer engagement.

 

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Mr. Chambers received an 80% score for his individual objectives, with performance highlights including achieving the Net Sales plan for Truco On The Border® tortillas despite co-packer and supply chain constraints. He also successfully launched seven new Truco consumer-preferred innovation platforms in 2021 that are achieving revenue plan and retailer velocity hurdles. Mr. Chambers’ score also reflects below-plan contributions to earnings from the portfolio he oversees.

 

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Mr. Lawrence received a 100% score for his individual objectives, with performance highlights including successfully integrating Truco On The Border® tortilla production into two legacy Utz plants, managing supply chain costs during a period of significant supply disruption and inflation, and relieving the constricted demand on the Truco co-manufacturing network.

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Based upon the Company score and the individual scores, the 2021 ABP Awards were calculated as follows:

 

NAMED EXECUTIVE OFFICER		BASE SALARY ($)					TARGET (%)					ADJUSTED EBITDA SCORE (%)					NET SALES SCORE (%)					OGSM (%)					IPF (%)					2021 ANNUAL BONUS ($)
Dylan Lissette				750,000					100					0					88					65					80					236,400
Cary Devore				500,000					75					0					88					65					100					147,750
Ajay Kataria				450,000					75					0					88					65					100					132,975
Mark Schreiber				418,000					60					0					88					65					100					98,873
Shane Chambers				417,500					60					0					88					65					80					78,958
Tucker Lawrence				413,000					60					0					88					65					100					97,633

Annual bonuses for 2021 were approved by the Committee and payments will be paid to the participants on April 4, 2022.

Long-Term Incentives

2020 Omnibus Equity Incentive Plan

In connection with the consummation of the Business Combination, we adopted, with stockholder approval, the 2020 Omnibus Equity Incentive Plan, so that we can provide our named executive officers and other key associates with equity-based, long-term incentives. The equity awards are also subject to service conditions, which are more fully described below, that are meant to serve as a retention tool.

In 2021 we did not grant awards under the 2020 Omnibus Equity Incentive Plan to our named executive officers due to the timing of awards following the Business Combination and in order to provide the Company an opportunity to implement a regular grant schedule.

Stock Options

We grant stock options because we believe that they provide executives with a strong incentive to continue employment with us and focus on creating long-term stockholder value. The ultimate value received by option holders is directly tied to increases in our stock price, and the stock options serve to link the interests of management and stockholders and to motivate executives to make decisions that will increase the long-term total return to our stockholders. The number of options awarded to each executive is based on an award value that is fixed at the date of grant.

Performance Share Units

Our performance share units (“PSUs”) provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative total stockholder return. The number of shares subject to the performance share units that vest and are settled at the end of each performance period is based on the Company’s cumulative total stockholder return relative to the total stockholder returns of members of a performance peer group.

In connection with PSU awards, the Compensation Committee approves a performance peer group, which is generally our peer group at the time of award, as a means of establishing performance targets for such awards. At the end of the performance period, the Company’s total stockholder return position will be ranked relative to the total stockholder returns of each member of the performance peer group. Our performance is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period.

The total number of performance share units that vest is based on the ranking of our total stockholder return relative to the total stockholder return of each of our peer companies, and ranges from a 200% payout for ranking in the 90th percentile or above, to 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 30th percentile, and 0% payout for ranking below the 30th percentile with percentiles interpolated between these payouts.

Performance share units that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the performance share units are settled (or such accrued dividend equivalents will be forfeited to the extent the performance share units are forfeited).

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

2020 Long-Term Incentive Plan (“2020 LTIP”)

Prior to the Business Combination, Utz Quality Foods, LLC (“Utz Quality Foods”) maintained a 2018 Long-Term Incentive Plan (the “2018 LTIP”). In connection with the Business Combination, each participant in the 2018 LTIP was offered the opportunity to, and ultimately elected to convert his or her 2018 LTIP awards into restricted stock units under the 2020 LTIP (the “2020 LTIP RSUs”).

2018 LTIP:

The 2018 LTIP was intended to reward participants based on appreciation in the equity values of our business through the issuance of Phantom Units to participants. The Phantom Units represent an award of an unfunded, unsecured promise by us to pay to each participant a value equal to one ten thousandth of (x) the fair market value of the equity interests of our business plus $300,000,000, less (y) a specified hurdle value determined by the administrator of the 2018 LTIP, subject to certain automatic adjustments. The value represented by the portion of each Phantom Unit that has become vested under each Phantom Unit award will be paid no later than 30 days following a distribution event, which occurs upon the earlier of a change in control of Utz Quality Foods or December 31, 2021. The consummation of the Business Combination was not a change in control of Utz Quality Food under the 2018 LTIP.

Prior to the conversion of the Phantom Units into 2020 LTIP RSUs (as described further below), each award of Phantom Units granted to the named executive officers vested 20% on December 31 of each calendar year and becomes fully vested on December 31, 2021, provided that any participant in the 2018 LTIP will forfeit the vested and unvested portion of his or her Phantom Unit award upon his or her termination by us for cause (as defined in the 2018 LTIP) or voluntarily by the participant without our consent other than for good reason (as defined in the 2018 LTIP), or violation of certain restrictive covenants by the participant as set forth more fully in the 2018 LTIP. If a change in control of Utz Quality Foods were to occur prior to December 31, 2021, and either (i) the participant is an employee as of the date of such change in control or (ii) the participant was an employee within 180 days prior to the date of such change in control and the participant’s employment was terminated for any reason before the date of such change in control, other than termination by us for cause or voluntary termination by the participant without our written consent other than for good reason, then such participant’s Phantom Units would have become 100% vested.

The value, if any, that would have been required to be paid by us following a distribution event would have been paid in cash or, in the event the distribution event was a change in control and a portion of the consideration paid pursuant to such change in control is stock listed on a public securities exchange, we would have been entitled to elect to pay a proportionate percentage of the aggregate consideration that is paid for a Phantom Unit in the form of such stock. Pursuant to an amendment to and restatement of the 2018 LTIP into the 2020 Long-Term Incentive Plan (the “2020 LTIP”) that became effective upon the consummation of the Business Combination, the value, if any, to be paid by us following a distribution event, may be paid in the form of cash, publicly traded stock that is listed on a securities exchange, or partly in cash and partly in publicly traded stock that is listed on a securities exchange.

2020 LTIP RSUs:

In connection with the Business Combination, each participant in the 2018 LTIP was offered the opportunity to, and ultimately elected to, convert his or her Phantom Units into 2020 LTIP RSUs. Participants in the 2018 LTIP who elected to convert their Phantom Units into restricted stock units under the 2020 LTIP will also have their restricted stock units vested in full, provided that any participant in the 2020 LTIP will forfeit the vested and unvested portion of his or her 2020 LTIP RSUs upon his or her termination by us for cause or voluntary termination by the participant without our consent other than for good reason, or violation of certain restrictive covenants by the participant. The conversion of the 2018 LTIP Phantom Units was accounted for as a modification under ASC 718. The 2020 LTIP RSUs are equity-classified due to settlement being in shares. All 2020 LTIP RSUs settled January 3, 2022.

2021 Employee Stock Purchase Plan

During fiscal year 2021, we adopted, with stockholder approval, the 2021 Employee Stock Purchase Plan (the “ESPP”), so that we can provide eligible employees of Utz (and certain designated affiliates) with an opportunity to purchase shares of our Class A Common Stock.

By means of the ESPP, we seek to retain the services of our employees, including our officers and certain directors, and to provide incentives for such persons to exert maximum efforts for our success. The ESPP accomplishes this purpose by permitting eligible employees to purchase shares of Class A Common Stock from us at a discount from the market price and to pay for such shares through payroll deductions.

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

1,500,000 shares of our Class A Common Stock were initially reserved for issuance under the ESPP, 128,594 of which were sold to eligible employees during fiscal year 2021 and 1,371,406 of which remain available for issuance as of the last day of fiscal year 2021. The ESPP permits our eligible employees and employees of our designated subsidiaries, which we refer to each as a “Participating Company”, to purchase our Class A Common Stock at a purchase price not less than 85% of the lesser of (i) the “fair market value” of a share on the first day of a purchase period, rounded up to the nearest whole cent per share and (ii) the “fair market value” of a share on the purchase date of such purchase period, rounded up to the nearest whole cent per share, subject to limits set by the Internal Revenue Code of 1986, as amended (the “Code”) and the ESPP. See “Equity Compensation Plan Information” for additional information regarding shares available for issuance under the ESPP. Subject to the preceding limitations, the administrator will determine the actual amount of the discounted purchase price. Sales of shares under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Code.

Covenants and Clawback

Each of the executives who is granted an option or a performance share unit is subject to restrictive covenants related to non-competition and non-solicitation for six months following any termination of employment (or, if longer, the period in respect of which the executive receives severance benefits) and covenants for an indefinite period of time covering confidentiality and non-disparagement. Under the award agreements, if the Compensation Committee determines in good faith that the participant has breached or threatened to breach any restrictive covenant, the participant will be required to pay us an amount equal to the proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.

Employment Arrangements

Except as described below, we have not entered into employment offer letters or employment agreements with our named executive officers. Except as described below and in “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits,” each of the named executive officers is employed on an at-will basis. The summaries below are qualified in their entirety by reference to the actual text of the applicable offer letter, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended January 2, 2022.

Dylan Lissette Offer Letter

Upon the consummation of the Business Combination, Mr. Lissette accepted an offer letter to serve as our Chief Executive Officer (the “Lissette Offer Letter”). Following the Closing of the Business Combination, Mr. Lissette’s service to us commenced on an at-will basis, subject to the terms and conditions set forth in the Lissette Offer Letter. Mr. Lissette’s initial base salary following the Business Combination is $750,000 and subject to annual review by the Compensation Committee. Mr. Lissette is also eligible to participate in our ABP, subject to the terms and conditions approved by the Compensation Committee. The target bonus is 100% of Mr. Lissette’s annual base salary, with a maximum bonus equal to 200% of his annual base salary. Mr. Lissette is also eligible to participate in the 2020 Omnibus Equity Incentive Plan. Mr. Lissette’s initial grant under the 2020 Omnibus Equity Incentive Plan consisted of a stock option to purchase up to 149,204 shares of Class A Common Stock and performance share units, which settle into 49,735 shares of Class A Common Stock at 50th percentile performance. See “Long Term Incentives — 2020 Omnibus Equity Incentive Plan.” In addition, Mr. Lissette is eligible to participate in the Utz Brands, Inc. Change in Control Severance Benefit Plan, which provides for severance in connection with certain qualifying terminations, including qualifying terminations in connection with a change in control, as described in greater detail under “Severance, Change of Control and Other Termination-Related Programs — Change in Control, Severance and Retirement Benefits.” Mr. Lissette is also able to participate in other Utz benefit programs consistent with other associates.

Ajay Kataria Offer Letter

Pursuant to an offer letter dated June 27, 2017, Mr. Kataria joined Utz Quality Foods as Senior Vice President of Finance. Mr. Kataria became the Executive Vice President, Finance & Accounting in July 2019, and was appointed to the position of Executive Vice President & Chief Financial Officer in October 2021. Mr. Kataria’s offer letter sets forth the principal terms and conditions of his employment, including his initial annual base salary of $260,000 for the period beginning on his hire date. Mr. Kataria’s offer letter also provides for a one-time signing bonus of $125,000 and eligibility to receive an annual bonus of up to 20% of his annual base salary. Mr. Kataria’s offer letter also provides that he is eligible to participate in the 2018 LTIP. See “Long Term Incentives — 2020 Long-Term Incentive Plan” for a description of awards initially granted under the 2018 LTIP. Mr. Kataria is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Mr. Kataria to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan” — under which we match 20% of Mr. Kataria’s salary deferrals up to a limit of 6% of his wages and may make discretionary profit sharing contributions.

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Mark Schreiber Offer Letter

Pursuant to an offer letter, effective April 12, 2017, Mr. Schreiber joined Utz Quality Foods as Chief Customer Officer. Mr. Schreiber became the Executive Vice President & Chief Customer Officer, Sales and Marketing in October 2020. Mr. Schreiber’s offer letter sets forth the principal terms and conditions of his employment, including his initial annual base salary of $375,000 for the period beginning on his hire date. Mr. Schreiber’s offer letter also provides for a one-time signing bonus of $250,000, reimbursement of reasonable relocation expenses up to $130,000, and eligibility to participate in our annual bonus program. Mr. Schreiber’s offer letter also provides that he is eligible to participate in the 2018 LTIP. See “Long Term Incentives — 2020 Long-Term Incentive Plan” for a description of awards initially granted under the 2018 LTIP. Mr. Schreiber is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Mr. Schreiber to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan” under which we match 20% of Mr. Schreiber’s salary deferrals up to a limit of 6% of his wages and may make discretionary profit sharing contributions.

Shane Chambers Offer Letter

Pursuant to an offer letter, effective June 7, 2021, which offer letter supersedes any prior offer letters between Mr. Chambers and the Company or its subsidiaries, Mr. Chambers joined Utz Quality Foods as Executive Vice President, Chief Growth Officer. Mr. Chambers’ offer letter sets forth the principal terms and conditions of his employment, including a salary of $417,500 per year, for the period beginning on June 7, 2021. Mr. Chambers’ offer letter also provides that he will be eligible for an annual bonus target of 60% of his base salary, and provided the relevant calculations for purposes of determining Mr. Chambers’ 2021 annual bonus calculations in light of his 2021 salary adjustment. Mr. Chambers’ offer letter also provided for a signing bonus of $275,000. Mr. Chambers’ offer letter also provides that he is eligible to participate in the 2020 Omnibus Equity Incentive Plan, with each grant under the 2020 Omnibus Equity Incentive Plan to be split equally between stock options and PSUs. See “Long Term Incentives – 2020 Omnibus Equity Incentive Plan” for a discussion of our the 2020 Omnibus Equity Incentive Plan. Pursuant to Mr. Chambers’ offer letter, based on the Company’s current compensation structure and subject to the Company’s Compensation Committees approval, beginning in January 2022 and in subsequent years, he will be eligible for grants of PSUs and stock options split equally at a level targeted to up to 75% of his annual base salary. Mr. Chambers is also eligible to receive severance in certain circumstances. See “Severance, Change of Control and Other Programs — Change in Control, Severance and Retirement Benefits.” We also permit Mr. Chambers to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan — see “Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan”— under which we match 20% of Mr. Chambers’ salary deferrals up to a limit of 6% of his wages and may make discretionary profit sharing contributions. Mr. Chambers has announced his intention to resign as an executive officer of Utz effective in April of 2022.

Deferred Compensation Plan

We maintain a nonqualified deferred compensation plan, the Utz Quality Foods, Inc. Nonqualified Deferred Compensation Plan, which became effective January 1, 2008, and amends and restates a prior plan, which became effective March 24, 1998. The plan permits each associate selected by us to participate in the plan to defer from base salary up to the lesser of $999,999 or 50% of the participant’s base salary, and the full annual bonus, if any, paid to such associate. Amounts contributed to the plan by the participant are fully vested at the time of contribution. The contributed amounts are held in a grantor trust by us and invested pursuant to instruction by the participants. Except in connection with an unforeseeable emergency, death, disability, or if we decide to distribute all amounts credited to a participant’s account in connection with a change in control, the amounts credited to such participant’s account will not be distributed until either a date specified by the participant or the participant’s separation from service from our company. Distributions from the participant’s account may be made either in a lump sum or monthly payments over a period that may be between one year and five years.

Severance, Change of Control and Other Programs

Profit Sharing/401(k) Plan

We maintain a contributory 401(k) retirement plan, the Utz Quality Foods, LLC Profit Sharing/401(k) Plan, which was amended and restated December 31, 2021. The plan covers most of our associates, including our named executive officers. Eligible associates may contribute up to 50% of their salary to the plan, subject to limitations under applicable federal tax laws. In fiscal year 2021, the plan provided for matching contributions of up to 20% of deferrals made by most participants, not to exceed 6% of the participant’s wages. The matching contribution formula is applied on a payroll-to-payroll basis. In addition, we may make discretionary, or profit sharing, contributions to the plan. The aggregate contributions, both matching contributions and discretionary contributions, in 2021 were $5.7 million, of which $1.8 million represented matching contributions and $3.9 million represented discretionary contributions.

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

Change in Control, Severance and Retirement Benefits

Our severance plans provide benefits in the form of a temporary source of income in the event an executive officer is involuntarily separated from service. We believe our severance benefits are generally consistent with competitor companies of comparable size and provide a bridge of pay and benefits to assist displaced executives in finding future employment. The summary of the plans described below are qualified in their entirety by reference to the actual text of the plans, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended January 2, 2022.

Utz Brands, Inc. Executive Severance Benefit Plan

Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc. Executive Severance Benefit Plan. Under the plan, we provide severance benefits to our Executive Leadership Team (generally, consisting of each of our Executive Officers — see “Executive Officers of Utz Brands, Inc.” — in this instance, other than the Chief Executive Officer) and each member of the Executive Officer Team with the title of Senior Vice President. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee, upon a qualifying termination and satisfaction of each of the other conditions set forth in the plan, (x) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 100% of his or her annual base salary in the form of payroll continuation payments beginning on the first day of the payroll period immediately following both the termination date and the date on which the release and non-competition agreement becomes effective and non-revocable (the “Payment Commencement Date”) and ending on the one-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Officer Team with a title of Senior Vice President will receive in equal installments 50% of his or her annual base salary in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the six-month anniversary of the Payment Commencement Date or the termination date.

In addition, if an eligible employee experiences a termination qualifying under the plan and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment. Such payment will be prorated based on the number of days during the applicable performance period that the eligible employee was employed by us, and paid at the time that annual bonuses are paid to our active employees. Eligible employees will also receive outplacement services during the severance period and are permitted to continue certain health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to 18 months following the termination date.

Only members of our Executive Leadership Team who terminate their employment with good reason or any eligible employee whose employment is terminated by us or our affiliates (other than for cause and other than during an eligible employee’s disability) will receive severance under the plan, unless the eligible employee is offered comparable employment by us or any of our affiliates.

In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (“Code”) and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” which ever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Utz Brands, Inc. Change in Control Severance Benefit Plan

Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc. Change In Control Severance Plan. Under the plan, we will provide severance benefits to the Chief Executive Officer and each other member of our Executive Leadership Team and other executives selected on an individual basis. Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee upon a termination of employment of an eligible employee (a) either (i) by us (other than for cause and other than during an eligible employee’s disability), (ii) by such eligible employee for good reason, in each case within the 90 days prior or two years following a change in control, or (b) at the request of an acquirer or potential acquirer in connection with, or prior to, a change in control (a “Change in Control Termination”), provided, that, any termination of the employment of such eligible employee will not be considered a Change in Control Termination if the eligible employee is offered comparable employment by us or any of our affiliates, and satisfaction of each of the other conditions set forth in the plan, (x) the Chief Executive Officer will receive in equal installments 200% of the sum of his or her annual base

 

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EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

salary and target annual cash bonus in the form of payroll continuation payments, beginning on the Payment Commencement Date and ending on the two-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 150% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the 18-month anniversary of the Payment Commencement Date. Other participants, if any, will receive such amounts as determined by the Compensation Committee. In addition, in the event the Chief Executive Officer experiences a good reason termination or experiences a termination of employment by us other than for cause and other than during the Chief Executive Officer’s disability, that is not a Change in Control Termination (a “Chief Executive Officer Non-Change in Control Termination”), then beginning on the Payment Commencement Date and ending on the last day of the 18-month anniversary of the Payment Commencement Date, the Chief Executive Officer will be entitled to receive in equal installments 150% of his or her annual base salary in the form of payroll continuation payments.

In addition, if an eligible employee experiences a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment. Such payment will be prorated based on the number of days during the applicable performance period that the eligible employee was employed by us and paid at the time that annual bonuses are paid to our active employees. Upon a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination, eligible employees will also receive outplacement services during the severance period and continuation of welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to 18 months following the termination date.

In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” whichever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Stock Ownership

One of the key objectives of our executive compensation program is to align the interests of our directors, and our executive officers including our Chief Executive Officer, with the long-term interests of our stockholders. We believe that an effective way of achieving this alignment is to ensure that each of our directors and executive officers is a stockholder and has a significant financial interest in our business. In order to ensure that directors and executive officers have a significant financial interest in our business, our Board of Directors adopted Stock Ownership Guidelines, which require our Chief Executive Officer, executive officers, and our directors, to own securities having a certain value equal to their base salary or Board retainer, as applicable. In setting stock ownership guidelines for our executive officers, we have implemented separate guidelines for our Chief Executive Officer, our Executive Leadership Team (meaning any employee with a title of “Executive Vice President,” or above (excluding the Chief Executive Officer), and any other employee designated by the Compensation Committee of the Company from time to time), and our Executive Officer Team (meaning any employee with a title of “Senior Vice President,” and any other employee designated by the Compensation Committee of the Company from time to time). Our Stock Ownership Guidelines require our Chief Executive Officer, Executive Leadership Team, Executive Officer Team, our Chairman and our non-employee directors to own our securities having a value equal to the amounts set forth below:

 

Chief Executive Officer		6 times his or her annual base salary
Members of the Company’s Executive Leadership Team		3 times his or her annual base salary
Members of the Company’s Executive Officer Team		1 times his or her annual base salary
Chairman		6 times the annual Board retainer
Non-employee Director and Chairman Emeritus		5 times the annual Board retainer

If the Chief Executive Officer is below the annual Minimum Ownership Guidelines in any given review year, he/she shall retain (and not sell) 100% of any eligible shares provided to him/her pursuant to any Company Restricted Stock Unit or Performance Stock Unit award (or any other similar awards) after required tax withholding obligations.    

 

				2022 PROXY STATEMENT       39

EXECUTIVE AND DIRECTOR COMPENSATION  ∎  COMPENSATION DISCUSSION AND ANALYSIS

 

If a member of the Executive Leadership Team or Executive Officer Team is below the annual Minimum Ownership Guidelines in any given review year, he/she shall retain (and not sell) at least 50% of any eligible shares provided to them pursuant to any Company Restricted Stock Unit or Performance Stock Unit award (or any other similar awards) after required tax withholding obligations.

If a Director is below the annual Minimum Ownership Guidelines in any given review year, he/she shall retain (and not sell) 100% of any eligible shares provided to him/her pursuant to any Company Restricted Stock Unit or Performance Stock Unit award (or any other similar awards.

Annual review of compliance with the above guidelines will occur annually each June. The Company recognizes that from time to time circumstances may arise that require special consideration. Therefore, the Compensation Committee of the Board may provide exceptions to these ownership guidelines and retention requirements. For purposes of these stock ownership guidelines, eligible shares shall include Company Class A Common Stock and securities convertible into shares of Class A Common Stock. Unvested or unearned performance stock units and unexercised stock options are not considered eligible shares and do not count towards the ownership guidelines.

Restrictions on Short Sales or Speculative Transactions by All Directors and Associates.

See “Corporate Governance — Corporate Governance Policies — Restrictions on Short Sales or Speculative Transactions by All Directors and Associates” for a description of our restrictions on short sales or speculative transactions by all of our Directors and associates.

REPORT OF COMPENSATION COMMITTEE

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings.

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with the Company’s management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for its 2021 fiscal year.

Jason Giordano (Chair)

John Altmeyer

Craig Steeneck

Pamela Stewart

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during fiscal year 2021 were Jason Giordano, John Altmeyer and Craig Steeneck, each of whom served for all of fiscal 2021. No member of this committee was at any time during fiscal 2021, or at any time, an officer or employee of the Company, and no member of this committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal 2021.

 

40

EXECUTIVE AND DIRECTOR COMPENSATION  ∎  SUMMARY COMPENSATION TABLE

 

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to the Company, or any of our subsidiaries, for the last three completed fiscal years.

 

NAME AND PRINCIPAL POSITION		FISCAL YEAR					SALARY ($)					BONUS ($)(1)					STOCK AWARDS(2)					NON-EQUITY INCENTIVE PLAN COMPENSATION  ($)(3)					ALL OTHER COMPENSATION ($)(4)					TOTAL ($)
Dylan Lissette Chief Executive Officer				2021					769,503					195					—					236,400					6,211					1,012,309
				2020					1,295,844					365					2,999,856					2,383,056					16,620					6,695,741
				2019					1,512,469	(5)				625,030					—					—					98,844					2,236,343
Cary Devore Executive Vice President, Chief Operating Officer				2021					500,000					195					—					147,750					4,000					651,945
				2020					501,923					365					1,528,959					738,750					11,400					2,781,397
				2019					387,366					481,610					843,955					—					33,673					1,746,604
Ajay Kataria Executive Vice President, Chief Financial Officer				2021					395,777					195					—					132,975					6,939					535,886
Mark Schreiber Executive Vice President, Chief Customer Officer				2021					421,364					195					—					98,873					7,194					527,626
				2020					421,597					365					1,193,247					472,079					19,361					2,106,649
Shane Chambers Executive Vice President, Chief Growth Officer				2021					406,944					300,195					—					78,958					6,968					793,065
Tucker Lawrence Executive Vice President, Chief Supply Chain Officer				2021					413,000					195					—					97,633					6,507					517,335

 

(1)

In accordance with the SEC’s rules, the amount disclosed reflects bonus compensation earned with respect to such fiscal year, whether or not actually paid in such fiscal year. The bonus amounts listed in the bonus column for fiscal years 2021 and 2020 with respect to each named executive officer reflect a broad-based bonus paid to our associates episodically across fiscal years 2021 and 2020. The bonus amount listed in the bonus column for fiscal year 2019 with respect to each named executive officer for 2019 includes (i) a bonus paid in the discretion of our management team in recognition of the named executive officer’s contribution to several company factors, including our annual Adjusted EBITDA, Adjusted Net Sales, and acquisition and integration efforts, and personal performance factors, including leadership, strategic planning, execution and contribution to financial goals, (ii) a discretionary bonus paid to each such named executive officer in recognition of consummating the acquisition of each of Kennedy and Kitchen Cooked and (iii) a broad-based bonus paid to our associates episodically across fiscal year 2019.

 

(2)

Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each named executive officer, in accordance with Accounting Standards Codification Topic No. 718. For fiscal year 2020, such amounts also include the stock-based compensation modification expense associated with the conversion of the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs. For a discussion of the assumptions made in such valuation of the equity awards reported in this column with respect to fiscal year 2020, see Note 1 “Operations and Summary of Significant Accounting Policies” to our audited financial statements for the fiscal year ended January 3, 2021, included in our Annual Report on Form 10-K. The assumptions used in calculating the aggregate grant date fair value of the equity awards reported in this column with respect to fiscal year 2019 are set forth under the heading “— Valuation of Phantom Units.” For details regarding the vesting conditions of these equity awards, see the “— Outstanding Equity Awards at Fiscal Year-End” table below. In 2021 we did not grant awards under the 2020 Omnibus Equity Incentive Plan to our named executive officers due to the timing of awards following the Business Combination and in order to provide the Company an opportunity to implement a regular grant schedule.

 

(3)	Represents annual performance-based cash incentives. For a discussion of the determination of these amounts, please see the section entitled “Annual Cash Short-Term Incentive Award Program (“Annual Bonus Plan” or “ABP”).”

 

(4)	The amounts listed under “All Other Compensation” column for fiscal year 2021 include: (i) matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan and (ii) other perquisites and personal benefits and details about these amounts are set forth in the table below:

 

NAME		CONTRIBUTIONS UNDER PROFIT SHARING/401(K) PLAN ($)(a)					OTHER ($)					TOTAL ($)
Dylan Lissette				$6,211										$  6,211
Cary Devore				4,000										4,000
Ajay Kataria				6,939										6,939
Mark Schreiber				7,194					3,357	(b)				10,551
Shane Chambers				6,968										6,968
Tucker Lawrence				6,507										6,507

 

(a)	Amounts listed in this column reflect matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan.

 

(b)	Mr. Schreiber was subject to income recognition for personal use of a company automobile.

 

				2022 PROXY STATEMENT       41