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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ◻

Check the appropriate box:

Sovos Brands, Inc.

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(Name of Registrant as Specified in Its Charter)

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_______________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of Sovos Brands, Inc., a corporation organized under Delaware law (the “Company”), will be held at 9:00 a.m. Mountain Time on June 9, 2022. The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees.

Who Can Vote:

Holders of record of our common stock as of the close of business on April 12, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to CorporateSecretary@sovosbrands.com stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

This Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 25, 2021 (the “2022 Annual Report”) will be released on or about April 25, 2022 to our stockholders on the Record Date.

By Order of the Board of Directors,

Isobel Jones, Corporate Secretary
April 25, 2022

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Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding Sovos Brands’ market opportunity, anticipated growth, and future financial performance, including with respect to the Company’s compensation programs. These forward-looking statements are based on Sovos Brands’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause Sovos Brands’ actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

These risks and uncertainties are more fully described in Sovos Brands’ filings with the Securities and Exchange Commission (the “SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 25, 2021, and other filings and reports that Sovos Brands may file from time to time with the SEC. Moreover, Sovos Brands operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can Sovos Brands assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Sovos Brands may make. In light of these risks, uncertainties and assumptions, Sovos Brands cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent managements’ beliefs and assumptions only as of the date of this Proxy Statement. Sovos Brands disclaims any obligation to update forward-looking statements except as required by law.

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Proxy Statement Summary

Proxy Statement Summary

voting at the meeting

Stockholders of Record. If you are a stockholder of record, you may vote:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 9:59 p.m., Mountain Time, on June 8, 2022. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.

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Proxy Statement Summary

Corporate Governance Highlights

Board Governance Practices

Our Class I Director Nominees At A Glance

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Proxy Statement Summary

PERFORMANCE AND KEY Compensation Highlights

Business Performance Highlights

2021 proved to be an exceptional year for Sovos Brands thanks to the entire Sovos team and all our partners who worked tirelessly during this landmark year, notably, our frontline heroes who came to work every day to produce our absolutely delicious Sovos products.

We delivered record financial performance in 2021 and exceeded our full year guidance on Net Sales and Adjusted EBITDA while achieving many important milestones, such as becoming the #2 brand in the pasta and pizza sauce category and successfully completing our IPO last fall.

Net sales of $719.2 million represented an increase of $159.1 million, or 28.4%, for fiscal 2021 compared to fiscal 2020. The increase in net sales was primarily due to a $106.3 million, or 34%, increase in Rao’s net sales, the majority of which was driven by higher sauce and frozen shipments to key customers. Household penetration of our sauce business grew to 10.9% in fiscal 2021, up over 260 basis points compared to fiscal 2020. As we exited the fourth quarter of 2021, Rao’s became the #2 pasta & pizza sauce brand in dollar consumption. Higher shipments for noosa, namely in spoonable yogurt, drove an incremental $10.0 million of net sales. The Birch Benders brand, which was acquired in October 2020 and was therefore not included for a full year in the results for fiscal 2020, accounted for $47.3 million of the increase.

Net income of $1.9 million represented a decrease of $8.9 million, or 82.3%, for fiscal 2021 primarily as a result of significant inflationary pressures as well as transaction- and IPO- related activities. Adjusted EBITDA¹ of $115.1 million represented an increase of $24.0 million, or 26.3%, for fiscal 2021 compared to fiscal 2020. The increase in Adjusted EBITDA was primarily a result of higher net sales and the acquisition of Birch Benders in October 2020, offset by incremental costs from inflationary pressures and global logistical constraints, and higher promotional spending.

The strength of our underlying business is evident in our financial results as well as the measurable gains in market share and household penetration of our core offerings. While the operating environment remains highly fluid and supply chain pressures continue to persist, we will continue to execute on our plan to relentlessly pursue outsized top line growth, leveraging our growth-oriented capabilities and organization while protecting our margins through pricing actions and productivity initiatives. In addition to our expectations for continued strong growth in volume, we are confident that we are taking the actions needed to support another year of strong profitable growth in 2022.

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Proxy Statement Summary

Summary of Key Compensation Practices

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Questions and Answers about the 2022 Annual Meeting of Stockholders

Proxy Statement

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Sovos Brands, Inc. (“Sovos Brands” or the “Company”) for use at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Our Annual Meeting will be held at 9:00 a.m. Mountain Time on Thursday, June 9, 2022, by means of a live, virtual-only online webcast.

Only stockholders of record as of the close of business on April 12, 2022 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote during the Annual Meeting or any continuation, adjournments or postponements of the Annual Meeting. As of the Record Date, there were 100,893,453 shares of our common stock issued and outstanding and entitled to vote during the Annual Meeting. In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials, including this Proxy Statement and our Form 10-K for the year ended December 25, 2021, to our stockholders via Internet. On or about April 25, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) that contains instructions on how to access our proxy materials on the Internet and how to vote. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.

Questions and Answers about the 2022 Annual Meeting of Stockholders

Why did I receive these proxy materials?

You are viewing or have received these proxy materials because the Board of Directors of Sovos Brands (the “Board”) is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

On or about April 25, 2022 we will mail to our stockholders the Internet Notice containing instructions on how to access this Proxy Statement and our 2022 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and 2022 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Internet Notice.

If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

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Questions and Answers about the 2022 Annual Meeting of Stockholders

What is “householding” and what if I want to receive my own set of materials?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

What is proposed for stockholders to approve at the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to:

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

What does the Board recommend?

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

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Questions and Answers about the 2022 Annual Meeting of Stockholders

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 12, 2022. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 100,893,453 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in "street name", and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16 digit control number or otherwise vote through the bank or broker.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy, of the holders of a majority in voting power of the common stock entitled to vote at the Annual Meeting will constitute a quorum.

Who can attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SOVO2022 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. See below for more information regarding submitting questions in advance of the Annual Meeting and accessing the meeting on the meeting date.

You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/SOVO2022. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may also join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Mountain Time. We encourage you to

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access the meeting prior to the start time. Online check-in will begin at 8:55 a.m. Mountain Time and you should allow ample time for the check-in procedures.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 9:59 p.m., Mountain Time, on June 8, 2022. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. Without your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.

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Questions and Answers about the 2022 Annual Meeting of Stockholders

Can I change my vote after I submit my proxy?

Yes. If you are a registered stockholder, you may revoke your proxy and change your vote:

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting using your 16-digit control number or otherwise voting through your bank or broker.

Who will count the votes?

A representative of The Carideo Group, our inspector of election, will tabulate and certify the votes.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors as specified above and elsewhere in this Proxy Statement.

Why hold a virtual meeting?

The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/SOVO2022. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/SOVO2022.

Will there be a question and answer session during the Annual Meeting?

In connection with the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and meeting matters, as time permits. Questions not related to the proposals being voted on will be deferred until the formal

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business of the Annual Meeting has been concluded. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things irrelevant to the business of the Company or to the business of the Annual Meeting; related to material non-public information of the Company, including the status or results of our business since our last periodic report; related to any pending, threatened or ongoing litigation; related to personal grievances; derogatory references to individuals or that are otherwise in poor taste; substantially repetitious of questions already posed by another stockholder; in excess of the two question limit; in furtherance of the stockholder’s personal or business interests; or out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary of the meeting in their reasonable judgment.

You may also submit questions in advance through www.proxyvote.com and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials until 9:59 p.m. Mountain Time on June 8, 2022. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?”.

How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?

What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions will have the same effect as a vote against the ratification of the appointment of Deloitte & Touche LLP.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche

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LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether a quorum is present.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.

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Corporate Governance

Corporate Governance

board of Directors composition summary chart

The members of each of the Board committees and committee chairpersons are set forth below:

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Corporate Governance

key attributes of our board

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BOARD DIVERSITY

The following table sets forth certain diversity statistics concerning the members of the Board of Directors:

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Corporate Governance

Class I Director Nominees (terms to expire at 2022 annual meeting)

See biographical information below under “Proposal 1 – Election of Class I Directors.”

Class II Directors (terms to expire at the 2023 annual meeting)

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Corporate Governance

Class III Directors (terms to expire at the 2024 Annual Meeting)

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Corporate Governance

CORPORATE GOVERNANCE

In connection with our initial public offering and listing on the NASDAQ on September 23, 2021, our Board of Directors adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Corporate Governance” section under the “Investors” tab on our investor relations website located at ir.sovosbrands.com.

BOARD COMPOSITION; CLASSIFIED BOARD SUNSET

Our Board currently consists of eight members, each of whom is identified above. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms of approximately equal size. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Beginning at the first annual meeting of stockholders following the earlier of (i) the fifth anniversary of our initial public offering and (ii) a fiscal year end at which Advent, our significant stockholder, holds less than 50% of the voting power of our common stock necessary to elect our directors (the “Sunset”), the directors whose terms expire at such annual meeting and any subsequent annual meeting will be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until such director’s successor is elected and qualified. The Board will be fully declassified following the third annual meeting after the Sunset with all directors standing for election for one-year terms.

DIRECTOR INDEPENDENCE

We are a “controlled company” under the corporate governance rules of the NASDAQ and, therefore, we are not required to have a majority of independent directors serving on our Board. However, our Board is currently composed entirely of independent directors other than Mr. Lachman, our Founder, President and CEO, and Mr. Graves, co-founder of Noosa Yoghurt and our Vice President, Strategic Initiatives. Specifically, our Board has affirmatively determined that each of Mr. Johnson, Mr. Case, Ms. Mathur, Mr. Roberts, Ms. Sheppard and Ms. Singh qualifies as independent in accordance with the NASDAQ corporate governance rules. In considering the

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independence of Mr. Case, Ms. Mathur and Mr. Roberts, our Board considered that each of them is an affiliate of Advent, our significant stockholder.

As a “controlled company” we also are not required to have a Compensation Committee or a Nominating and Corporate Governance Committee composed entirely of independent directors. However, our Compensation Committee and Nominating and Corporate Governance Committee are composed of entirely independent directors. Under Rule 10A-3 of the Exchange Act and NASDAQ listing rules, our Audit Committee is required to be composed of at least three members, one of whom must be independent upon the listing of our common stock, a majority of whom must be independent within 90 days of listing and each of whom must be independent within one year of listing. We are currently in compliance with the permitted phase-in period under the applicable audit committee rules and have two independent directors on our Audit Committee. Our Board determined that Mr. Roberts, based on his affiliation with Advent noted above, does not qualify as independent for purposes of serving on the Audit Committee under the applicable rules. We expect to have an Audit Committee composed entirely of directors who are independent for such purposes within one year of listing, as required. See “Board and Committee Meetings—Audit Committee” below.

DIRECTOR CANDIDATES

Each year, at the Annual Meeting, the Board proposes a slate of director nominees. Stockholders may also recommend candidates for election to the Board, as described below. The Board has delegated the process of screening potential director candidates to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for periodically reviewing with the Board the appropriate criteria that directors are required to fulfill (including experience, qualifications, attributes, skills and other characteristics) in the context of the Board’s current composition and needs in light of the Company’s circumstances.

In identifying and screening director candidates, the Nominating and Corporate Governance Committee considers whether the candidates fulfill the criteria for directors approved by the Board, including integrity, objectivity, independence, sound judgment, leadership, courage and diversity of experience (for example, in relation to finance and accounting, strategy, risk management, industry expertise, human capital experience, policy-making, etc.). In addition, the Company recognizes and embraces the benefits of having a diverse Board. In evaluating the Board’s composition, the Nominating and Corporate Governance Committee will consider diversity among other relevant considerations, including, but not limited to, diversity of gender, age, race, ethnicity, cultural and educational background, professional experience, skills, knowledge and length of service.

The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Committee, directors and members of management. Stockholders may submit recommendations by providing the person’s name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee by email at CorporateSecretary@SovosBrands.com or by mail c/o Corporate Secretary, Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710. Invitations to serve as a nominee are extended by the Board via the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee.

DIRECTOR RESIGNATION POLICIES; MAJORITY VOTING AND CHANGE IN PRINCIPAL OCCUPATION

To stand for election, all incumbent directors must have submitted to the Company an irrevocable letter of resignation from the Board and its committees in a form approved by the Company that will become effective upon the Board’s acceptance of the letter of resignation upon the failure of the director to have received the support of a majority of the votes cast at a stockholder meeting in an uncontested election. In the event that such incumbent director nominee fails to receive a majority of the votes cast in an uncontested election at a

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stockholder meeting, the Nominating and Corporate Governance Committee (not including the subject director, if a member of such committee) will assess the appropriateness of such person continuing to serve as a director and will recommend to the Board the action to be taken with respect to such resignation. In determining whether or not to recommend that the Board accept any resignation, the Nominating and Corporate Governance Committee may consider all factors believed relevant by its members. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the publication of the election results. A director nominee fails to receive the affirmative vote of a majority of votes cast when the number of “withhold” votes in respect of such director nominee’s election exceeds the number of votes “for” such director nominee’s election (excluding broker non-votes).

When a director’s principal occupation or business association changes from the position such director held when originally invited to join the Board, the director must promptly tender his or her resignation for consideration to the Nominating and Corporate Governance Committee and the Chair of the Board. The Nominating and Corporate Governance Committee and the Chair of the Board will review whether it would be appropriate for the director to continue serving on the Board, and such resignation will be accepted upon the affirmative vote of the Chair of the Board and a majority of the Nominating and Corporate Governance Committee. Directors are also expected to inform the Chair of the Nominating and Corporate Governance Committee of other events that could reasonably be perceived to be relevant to the consideration of ongoing independence. Effective December 20, 2021, in accordance with the Corporate Governance Guidelines, the Chair of the Board and the members of the Nominating and Corporate Governance Committee unanimously determined to accept the resignation of Daniel Poland from the Board and each of its committees in light of his new position of employment. Mr. Poland had notified the Chairman and the Committee that he was returning to full-time employment at another company; and therefore tendered his resignation as required by the Company’s Corporate Governance Guidelines.

COMMUNICATIONS FROM INTERESTED PARTIES

Stockholders and other interested parties are invited to communicate to the Board or its committees by email at CorporateSecretary@SovosBrands.com or by mail c/o Corporate Secretary, Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710. At the direction of the Board, all mail received may be opened and screened for security purposes. In addition, items that are unrelated to the duties and responsibilities of the Board will be excluded. Stockholders and interested parties should not send items, including but not limited to the following, which will be excluded: spam, junk mail and mass mailings, product complaints or inquiries, new product suggestions, resumes, job inquiries, surveys, business solicitations and advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be excluded. Any excluded communication will be made available to any independent, non-employee director upon request.

BOARD LEADERSHIP STRUCTURE

The Company currently has an independent Chair of the Board. However, the Board does not have a fixed policy regarding the separation of the offices of Chair of the Board and CEO, and believes that it should maintain the flexibility to select the Chair of the Board and its leadership structure, from time to time, based on the criteria that it deems in the best interests of the Company and its stockholders. When the Chair and the Chief Executive Officer are the same individual, or when the Chair otherwise does not qualify as an independent director, the independent directors will select from among the independent directors a Lead Independent Director with such responsibilities as determined by the Board.

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BOARD ROLE IN RISK OVERSIGHT

BOARD AND MANAGEMENT EVALUATIONS AND SUCCESSION PLANNING

The Board oversees the succession planning process for the senior executive team and the Company’s program for management development. The Board periodically reviews management development and succession plans with respect to senior management positions. The Board considers from time to time as appropriate potential successors to the CEO, including in the event of an emergency or other departure of the CEO. The CEO reports from time to time to the Board on succession planning and management development.

The Board will also conduct annual self-assessments of the full Board and each of its committees, under the supervision of the Nominating and Corporate Governance Committee.

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EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

As provided in the Corporate Governance Guidelines, the non-management directors meet regularly in executive session without members of management present. If any of the non-management directors do not qualify as an “independent director,” at least once a year an additional executive session would be held, attended only by independent directors. The executive sessions have such agendas and procedures as are determined by the non-management and independent directors, as applicable. An independent presiding director convenes and presides at such sessions. Authority in such sessions to act on behalf of the Company or the Board on any matters requires an express delegation of authority by the Board.

BOARD MEETINGS AND COMMITTEES

There were 10 meetings of the Board of Directors during the fiscal year ended December 25, 2021. During the fiscal year ended December 25, 2021, each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

The Board currently has three committees: Audit, Compensation and Nominating and Corporate Governance. Each committee has its own charter, which sets forth the responsibilities of each committee, the qualifications of its members and the procedures of the committee. Each committee charter provides that the committee will conduct a self-assessment and review its charter annually. The committee charters are available on our investor relations website at https://ir.sovosbrands.com. Subject to applicable regulations and listing rule requirements, the Board retains discretion to form new committees or disband current committees depending upon the circumstances. The Nominating and Corporate Governance Committee recommends the appointment of directors to various committees and the appointment of committee chairs, for Board approval.

The primary purposes of the Audit Committee include overseeing:

Each of Mr. Johnson, Mr. Roberts and. Ms. Sheppard qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Our Board has affirmatively determined that Ms. Sheppard and Mr. Johnson meet the definition of an “independent director” for the purposes of serving on the Audit Committee under applicable NASDAQ rules and Rule 10A-3 under the Exchange Act. Mr. Roberts joined the Audit Committee on an interim basis to fill the vacancy resulting from Mr. Poland’s resignation on December 20,

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2021, until such time as the Company is able to recruit and appoint a new independent director. We intend to comply with these independence requirements for all members of the Audit Committee within the time periods specified under such rules. The Audit Committee is governed by a charter that complies with the rules of NASDAQ.

The primary purposes of the Compensation Committee include assisting the Board in overseeing the Company’s employee compensation policies and practices, including:

Each member of the committee qualifies as independent for Compensation Committee purposes under applicable NASDAQ and SEC rules. Mr. Case and Mr. Roberts do not qualify as “non-employee’ directors as defined under Rule 16b-3 promulgated under the Exchange Act. Accordingly, a Subcommittee of the Compensation Committee composed of Mr. Johnson and Ms. Singh, each of whom qualifies as a “non-employee director,” approves equity awards granted to officers subject to Section 16 of the Exchange Act in order to provide for available exemptions provided by Rule 16b-3.

In 2021, the Compensation Committee engaged Aon Consulting, Inc., a compensation consulting firm, to assist in the development of our executive and non-employee director compensation programs following our initial public offering (our “IPO”), including the development of the Sovos Brands, Inc. 2021 Equity Incentive Plan and the related design of our long-term incentives. As part of this process, the Compensation Committee reviewed a compensation assessment provided by Aon comparing our executive compensation to that of a group of peer companies within our industry. Members of the Compensation Committee also reviewed information from Aon comparing our director compensation program with a group of peer companies and received input and advice on our non-employee director compensation. Aon reports directly to the Compensation Committee. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Aon and has determined that Aon’s work does not raise a conflict of interest.

The primary purposes of the Nominating and Corporate Governance Committee include to

The members of our Nominating and Corporate Governance Committee are Neha U. Mathur, David W. Roberts, and Mala Singh, each of whom is an independent director.

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COMPENSATION COMMITTEE INTERLOCKS

During 2021, William R. Johnson, Jefferson M. Case, David W. Roberts, Mala Singh and Carol Tomé each served on our Compensation Committee. Ms. Tomé stepped down from our Board and the Compensation Committee prior to the IPO. During 2021, none of our executive officers served (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our Board.

CODE OF BUSINESS CONDUCT AND ETHICS

We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our investor relations website, https://ir.sovosbrands.com/, in the “Corporate Governance” section under “Investors.” In addition, we intend to post on our website all disclosures that are required by law or the NASDAQ rules concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.

ANTI-HEDGING AND ANTI-PLEDGING POLICIES

Under our Insider Trading Policy, our directors and executive officers as well as our senior vice presidents, certain vice presidents, assistant controller, director of internal audit and SEC reporting manager and others identified from time to time, are not permitted to purchase a financial instrument or enter into any transaction that is designed to hedge, establish downside price protection or otherwise offset declines in the market value of our common stock, including puts, calls, prepaid variable forward contracts, equity swaps, collars, exchange funds (excluding broad-based index funds) and other financial instruments that are designed to or have the effect of hedging or offsetting any decrease in the market value of our common stock. Additionally, such persons also may not pledge Company securities, including as collateral for a margin loan.

Director Compensation

The following table sets forth information concerning the compensation of our directors, other than Mr. Lachman, for fiscal 2021. None of the directors who are employed by us or by Advent received director compensation. For Mr. Lachman’s compensation for fiscal years 2021 and 2020, please see the “Summary Compensation Table” and related disclosure below.

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For Mr. Johnson and Mr. Poland, also includes the incremental fair value of awards that were modified in connection with the IPO. A change in the vesting of the existing Performance-Based Incentive Units (as defined below), which was also reflected in the Performance-Based Restricted Stock (as defined below) resulted in a modification to the grants and required the shares to be revalued as of the IPO date. The resulting modified grant date fair value was $1,238,966 for Mr. Johnson and $54,510 for Mr. Poland. On November 4, 2021, the Company modified a portion of the Time-Based and Performance-Based Restricted Stock Awards (each as defined below). As a result of this modification, a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation, the “Original Vesting Criteria”) instead vest on the last day of fiscal 2022 or on the last day of fiscal 2023, or upon achievement of the Original Vesting Criteria, if earlier. For Mr. Johnson, the incremental fair value of $694,044 is included in the “Stock awards” column above. See “Equity Compensation—Restricted Stock Awards” below for further discussion.

Outstanding awards as of December 25, 2021, included: 5,516 Time-Based Restricted Stock awards, 252,850 Performance-Based Restricted Stock awards and 83,333 Director RSUs held by Mr. Johnson, no Director RSUs held by Mr. Poland, 8,333 Director RSUs held by each of Ms. Sheppard and Ms. Singh, and 1,426 Time-Based Restricted Stock awards and 23,909 Performance-Based Restricted Stock awards held by Ms. Tomé.

In connection with our IPO, our Board approved a new compensation program for non-employee directors as follows: cash fees of $100,000 per year and, if applicable, $25,000 per year for service as chair of a committee and $25,000 per year for service as chair of the Board, in each case, pro-rated for any partial periods of service. Subject to approval by the Board, non-employee directors will be granted Director RSUs under the 2021 Equity Incentive Plan (or any successor plan) each year immediately following the annual meeting of our stockholders, with the number of shares subject to such award determined by dividing $100,000 by the fair market value of our common stock on the date of grant. Each annual equity grant will vest in full, subject to continued service on such date, upon the earlier of (x) one year from the date of grant and (y) immediately prior to our next annual meeting of stockholders. Employees of Advent are not eligible under the program.

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Proposal 1: Election of Class I Directors

Proposal 1: Election of Class I Directors

NOMINEES

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Proposal 1: Election of Class I Directors

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recommendation of the board of directors

The Board of Directors unanimously recommends for the election of each of the Class I Directors—Todd R. Lachman, Neha U. Mathur and Valarie L. Sheppard—to serve until the 2025 annual meeting and until such director’s successor is duly appointed and qualified.

VOTE REQUIRED

Re-election is determined by the plurality of the votes cast by the holders of shares presented in person or represented by proxy and entitled to vote thereon. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Only “FOR” votes will affect the outcome.

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Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class I Director of the person whose name and biography appears above. In the event that any of Todd R. Lachman, Neha U. Mathur, and Valarie L. Sheppard should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Mr. Lachman, Ms. Mathur, and Ms. Sheppard will be unable to serve if elected. Each of Mr. Lachman, Ms. Mathur, and Ms. Sheppard has consented to being named in this Proxy Statement and to serve if elected.

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Proposal 2: Ratification of Independent Registered Public Accounting Firm

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Our Board has directed that this appointment be submitted to our stockholders for ratification at the Annual Meeting. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Deloitte & Touche LLP also served as our independent registered public accounting firm for the fiscal year ended December 25, 2021. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Deloitte & Touche LLP is expected to attend the 2022 Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 30, 2023. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interest of the Company.

Fees Paid to the Independent Public Accounting Firm

The following table summarizes the fees of Deloitte & Touche LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years for audit services, and billed to us in each of the last two fiscal years for other services:

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Audit Fees

Audit fees consist of professional services rendered for the annual audit of consolidated financial statements, and work related to the adoption of ASC 842, Leases, for the year ended December 25, 2021, and the annual audit of consolidated financial statements, audit of financial statements of subsidiaries and transitioning an AICPA audit to a PCAOB audit for all years included in the registration statement for the year ended December 26, 2020.

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Audit-Related Fees

Audit-related fees consist of review of our Registration Statement on Form S-1 and related underwriter comfort letter procedures in connection with our IPO and quarterly reviews for the year ended December 25, 2021, and professional services related to ASC 842 and the Birch Benders acquisition for the year ended December 26, 2020.

Tax Fees

Tax fees consist of professional services rendered for the years ended December 25, 2021, and December 26, 2020.

Audit Committee Pre-Approval Policy and Procedures

The Audit Committee is exclusively authorized and directed to consider and, in its discretion, approve in advance any services (including the fees and material terms thereof) proposed to be carried out for the Company by the independent auditor or by any other firm proposed to be engaged by the Company as its independent auditor. In connection with approval of any permissible tax services and services related to internal control over financial reporting, the Audit Committee will discuss with the independent auditor the potential effects of such services on the independence of the auditor. The Audit Committee has delegated authority to the Chair of the Committee to approve services by the independent auditor, provided that the aggregate expected fees for such services does not exceed $250,000 (it being understood that the Chair will report any such approval of services to the full Committee at its next meeting).

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte & Touche LLP, there will not be any broker non-votes in connection with this proposal.

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Report of the Audit Committee of the Board of Directors

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed the audited consolidated financial statements of Sovos Brands, Inc. for the fiscal year ended December 25, 2021 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from the Company.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021.

Members of the Audit Committee

Valarie Sheppard, Chair

William Johnson

David Roberts

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Executive Compensation

Executive Compensation

The following compensation tables and related disclosure should be read together. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. See “Cautionary Note Regarding Forward-Looking Statements.” Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

Overview and Identification of the NEOs

This section provides an overview of our executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed in the compensation tables below with respect to our “named executive officers,” or “NEOs.” We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and have included compensation information for a limited number of NEOs as permitted under applicable SEC rule, including our principal executive officer and our two most highly compensated executive officers serving as of December 25, 2021, the end of our 2021 fiscal year (“fiscal 2021”). We have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” of say-on-pay votes.

Our NEOs for fiscal 2021 were:

Summary compensation table

The following table sets forth certain information relating to the total compensation awarded to, earned by or paid to our NEOs in fiscal 2021.

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The grant date fair value of the PSUs reflected in the stock awards column and in the table above is computed based on the probable outcome of the performance conditions as of the grant date, which is at maximum. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the performance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the valuations are set forth in Note 15 to the Company’s consolidated financial statements for fiscal 2021. The foregoing table reflects the highest level of performance conditions being achieved.

Also includes the incremental fair value of awards that were modified in connection with the IPO. A change in the vesting of the existing Performance-Based Incentive Units (as defined below), which was also reflected in the Performance-Based Restricted Stock (as defined below) resulted in a modification to the grants and required the shares to be revalued as of the IPO date. The resulting modified grant date fair value was $4,542,277 for Mr. Lachman, $545,114 for Mr. Hall and $988,898 for Mr. Greenberg.

On November 4, 2021, the Company modified a portion of the Performance-Based Restricted Stock Awards (as defined below). As a result of this modification, a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation, the “Original Vesting Criteria”) instead vest on the last day of fiscal 2022 or on the last day of fiscal 2023, or upon achievement of the Original Vesting Criteria, if earlier. This column of the Summary Compensation Table reflects an incremental fair value of $1,874,799 for Mr. Lachman, $98,208 for Mr. Hall and $388,456 for Mr. Greenberg in connection with such modification.

(a) Represents payments made by the Company for legal fees on behalf of Mr. Lachman for estate planning in advance of the Company’s IPO.

(b) Represents reimbursements by the Company for taxes relating to payments of insurance premiums on behalf of each of the NEOs.

elements of our executive compensation

In fiscal 2021, we primarily compensated our NEOs through a combination of base salary, annual cash incentive awards and equity awards, which were granted in connection with our IPO, modified in contemplation of our IPO or modified following our IPO, as described below. Our NEOs are also entitled to certain other benefits, subject to their enrollment, including a 401(k) plan with matching contributions, life insurance and group health insurance. We cover the tax payments for our NEOs with respect to their life and health insurance premiums. In light of our

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contemplated IPO, we also provided certain limited estate planning benefits to our CEO in fiscal 2021. The components of our fiscal 2021 compensation program are described in more detail below:

Base Salary

Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance. The annual base salaries for fiscal 2021 for each of Messrs. Lachman, Hall and Greenberg are set forth in the Summary Compensation Table above in the “Salary” column. Effective as of January 1, 2022, Mr. Lachman’s base salary increased to $800,000 annually and Mr. Hall’s salary increased to $465,000 annually.

Annual Cash Incentive Awards

We award annual cash incentive opportunities to each of our NEOs under the Sovos Annual Cash Incentive Plan (the “Annual Incentive Plan”). The Annual Incentive Plan is an important part of our total compensation as it encourages participants to work proficiently toward improving operating performance at the Company by providing performance-based annual cash incentive awards to motivate and reward eligible employees for the achievement of, meeting and/or exceeding pre-determined performance objectives based on their category of participation. Performance objectives are established annually by our Compensation Committee for different categories of participation, such as the “Shared Corporate” category, for employees with corporate or shared services responsibilities, and the “Operating Segments” category, which is tied to performance of our operating segments. All of our executive officers, including each of our NEOs, participate in the Shared Corporate category.

Typically, annual cash incentive payments are determined by the level of achievement of the established performance objectives on a weighted basis for the applicable category. For employees other than our executive officers, the final annual cash incentive payment can also be impacted by the employee’s level of achievement of individual business objectives established at the beginning of the applicable plan year; however, total payments under the Annual Incentive Plan cannot exceed the total “Pool Funding Level” achieved.

2021 Annual Incentive Plan

Under the Annual Incentive Plan for fiscal 2021 (the “2021 Annual Incentive Plan”), in order for the annual incentive pool to begin to be funded for the Shared Corporate category, which is the category applicable to our NEOs, the Company must achieve a minimum threshold of 90% of each established performance target for the category in the applicable performance period. If the minimum performance threshold of 90% of any of the performance targets for the Shared Corporate category is not satisfied, the pool is not funded and no annual cash incentive payments become payable to Shared Corporate category participants, including our NEOs. If the Company achieves the Shared Corporate category performance targets exactly, the bonus pool is funded at 100%, and if the Company achieves 120% or more of the Shared Corporate category performance targets, the applicable bonus pool is funded at the maximum level of 200%, as illustrated below. The 2021 Annual Incentive Plan operates in a similar manner with respect to the Operating Segments category.

In order to aid retention as the Company evaluated certain transactions, including the IPO, our Compensation Committee determined to bifurcate the performance periods into three separate measurements to provide for a mid-year and year-end payout tied to the satisfaction of the performance objectives. Accordingly, under the 2021 Annual Incentive Plan, performance goals were set based on (i) the first-half performance period from December 27, 2020 through June 26, 2021 (the “first-half performance period”), (ii) the second-half performance period from June 27, 2021 through December 25, 2021 (the “second-half performance period”), and (iii) the 2021 annual performance period. Specifically, the 2021 Annual Incentive Plan provided that

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payouts for each performance period would be determined as follows, subject to the final determination by the Compensation Committee:

In addition, to determine the 2021 Annual Incentive Plan payouts, participants were also assigned individual target bonus opportunities as a percentage of their base salary, which percentage was based on their level of responsibility and, in Mr. Lachman’s case, exceeded the target stated in the Lachman Employment Agreement. The target bonus opportunities approved by our Compensation Committee for each of the NEOs for fiscal 2021 were:

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At the beginning of fiscal 2021, our Compensation Committee approved the performance targets for the Shared Corporate category applicable to our NEOs. Performance targets were set to be challenging but attainable based on the expectations for the business at the time that the goals were set.

Fiscal 2021 was a remarkable year for the Company in many ways. In addition to executing the IPO, the Company effectively navigated a complex operating environment. The Company achieved strong topline growth and performed in the top quintile of the Company’s industry. Specifically, as indicated in the table above, the Company achieved above-target results achieving a payout percentage of 118% for the first-half performance period. The Company faced significant headwinds during the second-half performance period, including due to exogenous pressures such as inflation, resulting in below-target adjusted EBITDA that would have resulted in a $0 payout for the second-half performance period. However, in consideration of the team’s tenacity and agility in managing the Company through a challenging period, the successful completion of the IPO, the Company’s overall performance as compared to other CPG companies and the competitiveness of the talent market, the Compensation Committee approved a payout of 75% for the second-half performance period. The Compensation Committee approved a 93% payout based on the level of performance that was achieved over the full-year despite the second-half market pressures impact on the full-year performance period results.

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Based on the level of performance achieved across the three performance periods in fiscal 2021 plus the Committee’s determination to use discretion to payout at 75% for the second-half performance period, as indicated in the table and further described above, our Compensation Committee approved a final funding levels and payouts for our NEOs as follows:

Equity Compensation

2017 Equity Incentive Plan

Prior to the IPO, awards were issued to the NEOs under the Sovos Brands Limited Partnership 2017 Equity Incentive Plan (the “2017 Plan”), which provided for grants of such incentive units (the “Time-Based Incentive Units” and the “Performance-Based Incentive Units”), to our employees, independent directors and other service providers, as well as to directors, employees and other service providers of our subsidiaries or affiliates.

In connection with the IPO, our NEOs received shares of Sovos Brands, Inc. common stock in respect of their vested Time-Based Incentive Units. Additionally, pursuant to a restricted stock award agreement with us and Sovos Brands Limited Partnership, our NEOs also received restricted common stock in respect of their unvested Time-Based Incentive Units and unvested Performance-Based Incentive Units. Following the IPO, we have not granted and will not grant any further awards under the 2017 Plan. See “Restricted Stock” below for a discussion of Sovos Brands, Inc. common stock distributed by Sovos Brands Limited Partnership with respect to Time-Based Incentive Units and Performance-Based Incentive Units.

2021 Equity Incentive Plan

In connection with our IPO, we adopted the Sovos Brands, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides flexibility to motivate, attract and retain the service providers who are expected to make significant contributions to our success and allow participants to share in such success. The purposes of the 2021 Plan are to align the interests of eligible participants with our stockholders by providing incentive compensation tied to the Company’s performance and to advance the Company’s interests and increase stockholder value by attracting, retaining and motivating personnel.

Under the 2021 Plan, we may grant RSUs (with time-based and/or performance-based vesting), stock options (both incentive and non-qualified), stock appreciation rights, restricted stock awards and other stock-based awards to our employees, officers, non-employee directors or any natural person who is a consultant or other personal service provider to the Company or any of its subsidiaries or affiliates. All awards granted to participants under the 2021 Plan are represented by an award agreement.

As of March 26, 2022, approximately 7,426,379 shares of common stock are available for awards under the 2021 Plan (for such purposes, treating PSUs that are eligible to vest at greater than 100% at 100%). The share reserve will be reduced by one share for each share subject to an award. Any shares of common stock delivered under the 2021 Plan shall consist of authorized and unissued shares or treasury shares. The shares of common stock that are withheld from any stock option or stock appreciation right in payment of the exercise, base or purchase price or taxes relating to such an award, not issued or delivered as of result of the net settlement of any stock option or any share-settled stock appreciation right, or repurchased by the Company on the open market with the proceeds of a stock option, will be deemed to have been delivered under the 2021 Plan and will not continue to be available for further awards under the 2021 Plan.

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awards granted under the 2021 Plan to our directors and officers who are subject to Rule 16b-3 promulgated under the Exchange Act may be granted by the Subcommittee of the Compensation Committee, which is composed of two “non-employee directors” as defined under such Rule, or by the full Board in order to ensure their exemption under Rule 16b-3, as permitted under the 2021 Plan and under applicable law. The Compensation Committee may also from time to time delegate authority to Mr. Lachman as CEO to grant awards to employees below VP-level, who are not subject to Section 16 of the Exchange Act, consistent with 2021 Plan design approved by the Committee.

Restricted Stock

As described above, in connection with the IPO, our NEOs received shares of common stock in respect of their vested Time-Based Incentive Units. Additionally, pursuant to a restricted stock award agreement with us and Sovos Brands Limited Partnership, our NEOs received shares of restricted common stock in respect of their unvested Time-Based Incentive Units (such shares, the “Time-Based Restricted Stock”) and their unvested Performance-Based Incentive Units previously (such shares, the “Performance-Based Restricted Stock”) granted under the 2017 Plan. Under their applicable restricted stock agreements, the Time-Based Restricted Stock continues to vest on the same schedule as the Time-Based Incentive Units with respect to which such Time-Based Restricted Stock was distributed. The Performance-Based Restricted Stock vests based on Advent’s receipt of aggregate cash amounts (including marketable securities as such term is defined in the Incentive Unit award agreements) representing at least an MOIC of 2.0 MOIC, 2.5 MOIC, 3.0 MOIC, and 4.0 MOIC, as applicable, with linear interpolation between MOIC achievement levels. Performance will be measured on a change in control or as Advent sells shares of our common stock following our IPO. Performance will also be measured on the earlier of (i) the 30 month anniversary of our IPO and (ii) the point in time when Advent owns 25% or less of the shares it held before our IPO, with, in each case, all shares still held by Advent at such time valued at the average trading price over a period of 30 consecutive days. Pursuant to their respective restricted stock award agreements, certain holders of Performance-Based Restricted Stock awards, including Mr. Lachman and Mr. Hall, have the opportunity to elect to have performance measured at the point in time when Advent owns 25% or less of the shares it held before the IPO rather than upon the 30-month anniversary of the IPO. The Performance-Based Restricted Stock awards eligible for vesting on the achievement of 2.0 MOIC were also eligible to vest if Advent’s receipt of aggregate cash amounts, including the value of our shares held by Advent following the IPO (valued for such purposes at the average trading price over the first 30 consecutive days after the IPO) would result in Advent’s achievement of 2.0 MOIC. Based on the foregoing, such 2.0 MOIC Performance-Based Restricted Stock awards vested effective November 3, 2021. Vesting of Performance-Based Restricted Stock Awards is subject to continued employment on the applicable measurement date, except as described in the section titled “Potential Payments upon Termination of Employment or Change of Control — Treatment of Incentive Units” below. See the “Outstanding Equity Awards as of December 25, 2021” below. Vesting of Performance-Based Restricted Stock Awards is subject to continued employment on the applicable measurement date, except as described in the section titled “Potential Payments upon Termination of Employment or Change of Control — Treatment of Incentive Units” below. See the “Outstanding Equity Awards as of December 25, 2021” below.

The foregoing description reflects modifications to vesting terms of the Performance-Based Incentive Units that were made in connection with the IPO. The incremental expense associated with these modifications is reflected in the Summary Compensation Table above. Following the IPO, the Compensation Committee determined to further modify a portion of the restricted stock awards, including for certain of our NEOs, to provide that a portion of the shares that would have vested based upon a 4.0 MOIC (including any related linear interpolation) instead vest on the last day of fiscal 2022 or on the last day of fiscal 2023, or upon achievement of the 4.0 MOIC vesting criteria, if earlier.

IPO Equity Grants

In connection with the IPO on September 23, 2021, the Board granted RSUs under the 2021 Plan to our salaried employees, including our NEOs as follows: 280,000 RSUs to Mr. Lachman, 83,333 RSUs to Mr. Hall and 62,500 RSUs to Mr. Greenberg. The RSUs will cliff vest in full upon third anniversary of the date of grant, subject to continued service on such date. In connection with the IPO, the Board also granted PSUs under the 2021 Plan to our vice presidents, senior vice presidents and senior executive team members, including our NEOs as follows: 280,000 PSUs to Mr. Lachman, 83,333 PSUs to Mr. Hall and 62,500 PSUs to Mr. Greenberg. The PSUs will vest based on the highest 20-day volume weighted average price of our stock during the three year period following the grant date as compared to the 20-day volume weighted average price of our stock immediately following the IPO (the “baseline stock price”), with 25% vesting upon achievement of a stock price increase of 25% over the baseline stock price and

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100% vesting upon achievement of a stock price increase of 100% over the baseline stock price, with linear interpolation between thresholds, subject to continued service on such date except as otherwise provided above in “Potential Payments upon Termination of Employment or Change of Control.” Upon a change of control (as defined in the 2021 Plan), the performance condition is deemed satisfied at 100% and the PSUs remain subject solely to time-based vesting over the remainder of the three-year period, subject to continued service on such date except as otherwise provided above in “Potential Payments upon Termination of Employment or Change of Control.”/See the “Outstanding Equity Awards as of December 25, 2021” below.

2022 Annual Equity Grants

On January 13, 2022, our executive officers, including Mr. Lachman and Mr. Hall, and certain other employees were granted their fiscal 2022 equity incentive awards. For our executive officers, these annual awards consisted of 40% RSUs and 60% PSUs. The RSUs will vest one-half on each of the first two anniversaries of the grant date, other than for the CEO whose RSUs will vest one-third on each of the first three anniversaries of the grant date, and the PSUs will vest based on the Company’s TSR on the third anniversary of the grant date. Additional RSUs were also granted to certain executive officers, other than our NEOs, and certain other employees to further reward for their efforts on behalf of the Company and assist with retaining certain key employees. Additional information regarding these awards and other elements of fiscal 2022 compensation will be included in the proxy statement for our 2023 Annual Meeting of Stockholders.

Outstanding Equity Awards at fiscal year end

The following table sets forth certain information with respect to outstanding stock awards granted to our NEOs as of December 25, 2021, our 2021 fiscal year end. As of December 25, 2021, we have not granted stock options to our NEOs.

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EMPLOYMENT ARRANGEMENTS

Certain Agreements

The following is a summary of the material terms of our employment agreement with Mr. Lachman and our offer letters with each of Mr. Hall and Mr. Greenberg.

Todd R. Lachman

We entered into an employment agreement with Mr. Lachman in January 2017 (such agreement, as amended September 1, 2021, the “Lachman Employment Agreement”). The Lachman Employment Agreement provides for a four-year term beginning on January 31, 2017, with automatic one-year renewals thereafter. The Lachman Employment Agreement provides that Mr. Lachman will receive a base salary, which will be reviewed annually by our Board and may be increased, but not decreased without Mr. Lachman’s consent, by the Board. See the “Summary Compensation Table” above for Mr. Lachman’s base salary for fiscal 2021 and “Elements of our Executive Compensation – Base Salary” above for Mr. Lachman’s base salary effective January 1, 2022. The Lachman Employment Agreement also provides that Mr. Lachman is eligible to receive an annual performance-based cash bonus based on his performance, with a target annual bonus equal to 100% of his base salary. Additionally, the Lachman Employment Agreement also provides for awards to be issued to Mr. Lachman under the 2017 Plan and the terms of such awards, which awards were made pursuant to certain Incentive Unit award agreements. See the “Outstanding Equity Awards” table above for a summary of Mr. Lachman’s outstanding equity incentive awards as of December 25, 2021 and “Potential Payments upon Termination of Employment or Change of Control” below for more information about the treatment of Mr. Lachman’s outstanding equity awards in connection with his termination under certain circumstances.

In addition to the above, Mr. Lachman participates in the employee benefits programs offered by us to our employees generally.

Mr. Lachman may terminate the Lachman Employment Agreement at any time and for any reason with 60 days’ prior written notice, provided, however, that we may accelerate Mr. Lachman’s last day of employment to any date within the 60-day notice period without converting the resignation into anything other than a voluntary resignation. Mr. Lachman’s employment terminates automatically upon his death. We may terminate Mr. Lachman’s employment for “disability” (as defined in the Lachman Employment Agreement) upon 30 days’ prior written notice or immediately upon written notice for “cause” (as defined below). In the event that Mr. Lachman’s employment is terminated due to his death or disability, we must provide Mr. Lachman’s beneficiaries with the Accrued Benefits (as defined below) and a pro rata portion of Mr. Lachman’s annual bonus for the year in which his death or disability occurred.

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If we terminate Mr. Lachman’s employment without cause, Mr. Lachman terminates his employment for “good reason” (as defined below) or we elect not to renew the Lachman Employment Agreement, then we must provide Mr. Lachman with (i) any unpaid base salary through the date of termination (b) his unpaid annual bonus for the previous fiscal year ending on or before the termination date, as applicable, (c) following submission of proper expense reports by Mr. Lachman, reimbursement for expenses properly incurred under the terms of the Lachman Employment Agreement, and (d) all other accrued payments, benefits or fringe benefits to which he is entitled (collectively, the “Accrued Benefits”) and (ii) subject to Mr. Lachman’s execution and non-revocation of a waiver and release of claims and continued compliance with the applicable obligations and restrictive covenants in the Employment Agreement, (x) a pro rata portion of his annual bonus for the year in which the termination occurs, (y) an amount equal to his target annual bonus plus two times his base salary and (z) to the extent Mr. Lachman elects continued Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) coverage, the applicable COBRA premiums for medical, dental and vision benefits for Mr. Lachman and his eligible dependents for a period of up to 18 months.

For purposes of the Lachman Employment Agreement, “good reason” means the occurrence of one or more of the following conditions, without Mr. Lachman’s consent: (i) a reduction in Mr. Lachman’s title or a material reduction in his responsibility and authority, which is deemed to occur if Mr. Lachman becomes the chief executive officer of a division or subsidiary of an operating company in lieu of being the chief executive officer of our ultimate parent operating company, including following a change in control, (ii) a reduction in his annual base salary or target annual bonus; (iii) a change in his reporting obligations such that he no longer reports directly to the Board; (iv) relocation of his place of employment or our headquarters outside the San Francisco Bay area or (v) a material breach of the Employment Agreement by us, provided that any such condition will only constitute good reason if Mr. Lachman notifies us within 60 days after becoming aware of an event that would constitute good reason and we have not remedied the alleged event within 30 days of such notice.

For purposes of the Lachman Employment Agreement, “cause” means Mr. Lachman’s (i) willful failure or refusal to substantially perform his employment duties, (ii) willful misconduct or gross negligence in the performance of his duties, (iii) willful failure to act in good faith in accordance with specific, reasonable and lawful instructions from our Board, (iv) indictment for, conviction of, or pleading nolo contendere to, a felony, or a crime of moral turpitude that has a material effect on us, (v) intentional theft from, fraud on or embezzlement from us or our affiliates or (vi) material breach of the Lachman Employment Agreement, provided that with respect to items (i), (iii) and (vi), any such action will only constitute cause if the Board notifies Mr. Lachman in writing of such action and Mr. Lachman has not remedied the action within 30 days of such notice.

The Lachman Employment Agreement includes customary confidentiality provisions, as well as provisions relating to assignment of inventions and non-solicitation of our employees.

Christopher W. Hall

We entered into an offer letter with Mr. Hall on July 17, 2019 (the “Hall Offer Letter”) pursuant to which Mr. Hall serves as our Chief Financial Officer. The Hall Offer Letter provides for a base salary that may be increased annually based on merit. See the “Summary Compensation Table” above for Mr. Hall’s base salary for fiscal 2021 and “Elements of our Executive Compensation – Base Salary” above for Mr. Hall’s base salary effective January 1, 2022. Pursuant to the Hall Offer Letter, Mr. Hall is entitled to participate in the Annual Incentive Plan at a target rate of 60% of his annual eligible base salary and Mr. Hall received a grant of 3,500 Incentive Units under the 2017 Plan pursuant to a separate Incentive Unit award agreement. See the “Outstanding Equity Awards” table above for a summary of Mr. Hall’s outstanding equity incentive awards as of December 25, 2021 and “Potential Payments upon Termination of Employment or Change of Control” below for more information about the treatment of Mr. Hall’s outstanding equity awards in connection with his termination under certain circumstances.

Mr. Hall is also party to a confidentiality agreement with the Company. Mr. Hall participates in the employee benefits programs offered by us to our employees generally.

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Pursuant to our Executive Severance Plan (defined below), if Mr. Hall’s employment is involuntarily terminated by the Company at any time or, within 12 months following a “change in control” (as defined in the Executive Severance Plan), Mr. Hall resigns for “good reason” (as defined in the Executive Severance Plan), Mr. Hall is eligible to receive (i) the continued payment of his base salary for a period of six months, (ii) an amount equal to 0.5 times his annual target bonus for the year of termination, (iii) a pro-rata portion of his annual bonus based on Company performance in the fiscal year of his termination and (iv) up to six months of continued health benefits. In addition, under Mr. Hall’s Incentive Unit award agreement, he will be entitled to accelerated vesting of his unvested Time-Based Incentive Units outstanding immediately prior to a change in control (as defined in the agreement). For more information about the severance amounts payable to Mr. Hall, see “Executive Severance Plan” below.

Richard P. Greenberg

We entered into an offer letter with Mr. Greenberg on March 20, 2017 (the “Greenberg Offer Letter”), pursuant to which Mr. Greenberg served as our Chief Customer Officer and then our Chief Commercial Officer until he resigned from the Company on February 11, 2022. The Greenberg Offer Letter provided for a base salary that was subject to annual increases based on merit. See the “Summary Compensation Table” above for Mr. Greenberg’s base salary for fiscal 2021. Pursuant to the Greenberg Offer Letter, Mr. Greenberg was entitled to participate in the Annual Incentive Plan at a target rate of 50% his annual eligible base salary.

We entered into a retention agreement with Mr. Greenberg on January 14, 2022 (the “Greenberg Retention Agreement”) in order to provide an incentive for Mr. Greenberg to continue to work for the Company through February 11, 2022. Pursuant to the Greenberg Retention Agreement, if Mr. Greenberg remained actively employed by the Company until February 11, 2022 in the manner described in the agreement, Mr. Greenberg would receive (a) a lump sum payment of $200,000 (consisting of his bonus for the second half of fiscal 2021 in the amount of $89,250, bonus for full year fiscal 2021 in the amount of $55,335 and an additional retention cash incentive in the amount of $55,415), payment by Sovos Brands Limited Partnership of a dividend hold-back in the amount of $52,311 (which was to be paid in June 2022 assuming he was still employed by the Company), accelerated vesting of the 4,280 Time-Based Restricted Stock Awards (to the extent unvested) by Sovos Brands Limited Partnership of the time-based incentive units with respect to which the Time-Based Restricted Stock was distributed.

Mr. Greenberg is also party to a confidentiality agreement with the Company. Prior to his departure, Mr. Greenberg participated in the employee benefits programs offered by us to our employees generally.

Executive Severance Plan

The Sovos Brands Executive Severance Plan (the “Executive Severance Plan”) applies to our executive officers, other than Messrs. Lachman and Greenberg, who are entitled to severance under their respective employment agreements. The Executive Severance Plan provides that (i) upon a termination of a participant’s employment at any time by the Company without “cause” ​(as such term is defined in the Executive Severance Plan and excluding a termination as a result of the participant’s death or disability), or (ii) a resignation of employment by the participant for “good reason” ​(as such term is defined in the Executive Severance Plan) at any time during the period beginning on the date a “change in control” ​(as defined in the Executive Severance Plan) is consummated and ending on the 12-month anniversary of such date the participant will be entitled to receive, subject to the execution and delivery of a general release and waiver of claims in favor of the Company and related parties: (a) continuation of the participant’s base salary for six months, (b) an amount equal to 0.5 times the participant’s annual target bonus for the year in which the termination occurs, (c) a pro rata portion of the participant’s annual bonus for the year in which the termination occurs based on actual performance results achieved by us during such year, and (d) reimbursement of the premiums required to continue the participant’s group health plan coverage under COBRA for up to six months.

If a participant is party to an employment agreement, offer letter, or other contractual arrangement with us that contains severance compensation that is more favorable than the severance compensation provided under the Executive Severance Plan, then the Executive Severance Plan is not applicable to such participant.

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In addition, if any of the payments or benefits provided for under our Executive Severance Plan together with any other payments or benefits would constitute “parachute payments” within the meaning of Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, the participant will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the participant.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

As discussed above under “Employment Arrangements,” the Lachman Employment Agreement and Mr. Greenberg’s employment arrangements with us provide for certain severance payments in connection with their respective terminations under certain circumstances. For Mr. Hall, any severance payments for which he is eligible is provided under our Executive Severance Plan. Additionally, each of the NEOs’ equity award agreements with the Company provide for the treatment of the outstanding Time-Based Restricted Stock, Performance-Based Restricted Stock, RSUs and PSUs in connection with certain termination scenarios and a change in control, as described below.

Treatment of Outstanding Equity Awards as of December 25, 2021

The terms of the applicable award agreements and, for the RSUs and PSUs, the 2021 Plan, provide for the following treatment of vested and unvested equity awards in connection with qualifying terminations of employment or a change in control.

Mr. Lachman

Restricted Stock

In the event of a termination of Mr. Lachman’s employment without cause, for good reason or due to his death or disability (each, a “Qualifying Termination”), any unvested Time-Based Restricted Stock (and the portion of the Performance-Based Restricted Stock that is eligible to time-vest as described under “Equity Compensation – Restricted Stock” above) held by Mr. Lachman will accelerate and vest in full as of such Qualifying Termination. The terms “cause” and “good reason” are as defined in the Lachman Employment Agreement. Upon the consummation of a change in control, the unvested portion of the Time-Based Restricted Stock held by Mr. Lachman will become fully vested, subject to continued employment on the date of such change in control.

In the event of a Qualifying Termination, Performance-Based Restricted Stock held by Mr. Lachman will remain outstanding and eligible to vest. In the event of a termination of Mr. Lachman’s employment for any reason other than a Qualifying Termination, the unvested portion of the Time-Based and Performance-Based Restricted Stock are forfeited to Sovos Brands Limited Partnership.

The vested portion of the Time-Based and Performance-Based Restricted Stock are forfeited in the event of (i) the termination of Mr. Lachman’s employment for cause, (ii) Mr. Lachman’s resignation when grounds for cause exist or (iii) Mr. Lachman’s breach of certain restrictive covenants following a termination of employment.

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IPO Awards

In the event of a termination of Mr. Lachman without cause, for good reason or due to his death or disability, (i) all unvested RSUs granted to Mr. Lachman in connection with our IPO will accelerate and vest in full as of the date of such termination and (ii) all unvested PSUs will remain outstanding and eligible to vest subject to achievement of the specified performance condition. The terms “cause” and “good reason” are as defined in Mr. Lachman's employment agreement.

Mr. Hall

Restricted Stock

Upon the consummation of a change in control, the unvested portion of the Time-Based Restricted Stock held by Mr. Hall will become fully vested, subject to continued employment on the date of such change in control. In the event of a termination of Mr. Hall’s employment without cause, for good reason or due to his death or disability, the portion of the Performance-Based Restricted Stock that is eligible to time-vest as described in “Equity Compensation—Restricted Stock” above will accelerate and vest in full as of such termination. The term “cause” is as defined in the 2021 Plan and the term “good reason” is as defined in Mr. Hall’s restricted stock agreement. Except as described in the preceding sentence, in the event of a termination of Mr. Hall for any reason, the unvested portion of the Time-Based and Performance-Based Restricted Stock are forfeited. The vested portion of the Time-Based and Performance-Based Restricted Stock are forfeited in the event of (i) the termination of Mr. Hall’s employment for cause (as such term is defined in the award agreements), (ii) Mr. Hall’s resignation when grounds for cause exist or Mr. Hall’s breach of restrictive covenants following a termination of employment.

IPO Awards

In the event of a termination of Mr. Hall without cause, for good reason or due to death or disability, (i) all unvested RSUs granted in connection with our initial public offering will vest pro-rata plus one year of additional service credit as of the date of such termination, (ii) the service condition will be deemed satisfied in full for any PSUs for which the performance condition was achieved prior to the date of termination and such PSUs will fully vest as of the date of termination, and (iii) all unvested PSUs will remain outstanding and eligible to vest pro-rata plus one year of additional service credit, subject to achievement of the specified performance condition. The terms “cause” and “good reason” are as defined in applicable award agreements. Upon a qualifying termination of employment following a change in control, all unvested RSUs and PSUs will accelerate and vest in full as of the date of such termination.

Mr. Greenberg

Restricted Stock

In connection with the Greenberg Retention Agreement, pursuant to which Mr. Greenberg delayed his departure from the Company until February 11, 2022 in order to facilitate a smooth transition of his responsibilities, the Compensation Committee determined to vest the 3,424 Time-Based Restricted Stock Awards that were still unvested as of Mr. Greenberg’s termination date. In connection with his departure from the Company as of February 11, 2022, Mr. Greenberg forfeited his Performance-Based Restricted Stock Awards to Sovos Brands Limited Partnership.

IPO Awards

As disclosed above, Mr. Greenberg forfeited the RSUs and PSUs awarded to him in connection with the IPO when he departed from the Company as of February 11, 2022.

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