tm2228989-1_pre14a - none - 20.5782166s
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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The Simply Good Foods Company
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
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Notice of Annual Meeting of Stockholders
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When
Thursday, January 19, 2023, at 9:00 a.m. (ET)
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Where
(Virtual Format Only)
virtualshareholdermeeting.com/SMPL2023
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Who
Stockholders as of the close of business on November 23, 2022
It is my pleasure to invite you to attend The Simply Good Foods Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, January 19, 2023, at 9:00 a.m. (ET). Considering the continuing challenges presented by the coronavirus pandemic, and to support the health and well-being of our directors, employees, stockholders, and other stakeholders, we have determined that the Annual Meeting will be held entirely online via audio webcast, with no physical in-person meeting. If you plan to participate in the Annual Meeting, please see the “General Information About the Annual Meeting and Voting” section in the attached proxy statement. Stockholders will be able to participate in, vote and submit questions from any location via the internet by visiting www.virtualshareholdermeeting.com/SMPL2023.
Items of
Business
Board
Recommendation
Proposal 1
FOR EACH NOMINEE
Election of the 11 director nominees
Proposal 2
FOR
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023
Proposal 3
FOR
Adoption of the Third Amended and Restated Certificate of Incorporation of The Simply Good Foods Company in the form attached as Annex I to the accompanying proxy statement
Proposal 4
FOR
Advisory vote to approve the compensation of our named executive officers
By Order of the Board of Directors,
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James M. Kilts
Chairman of the Board of Directors
December XX, 2022
Voting
Registered Stockholders
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BY PHONE:
Call 1-800-690-6903, and follow the instructions on the proxy card
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BY INTERNET:
Before the Annual Meeting:
proxyvote.com
During the Annual Meeting:
virtualshareholdermeeting.com/SMPL2023
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BY MAIL:
If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the enclosed proxy card.
Beneficial Owners
If your shares are held in the name of a broker, bank, trustee, other nominee or custodian, or other holder of record, you will receive instructions from the broker, bank, trustee, other nominee or custodian, or other holder of record as to how to vote your shares. If you intend to vote at the Annual Meeting, please contact your broker or agent to obtain a valid proxy or broker’s proxy card with your 16-digit control number, which is required to vote during the Annual Meeting.

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Table of Contents
PROXY STATEMENT SUMMARY 1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 9
ELECTION OF DIRECTORS 21
EXECUTIVE OFFICERS 34
COMPENSATION DISCUSSION AND ANALYSIS 37
Executive Summary 37
COMPENSATION COMMITTEE REPORT
51
COMPENSATION TABLES
52
OWNERSHIP OF SIMPLY GOOD FOODS COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
64
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
66
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023 67
AUDIT COMMITTEE REPORT 69
PROPOSAL THREE:
ADOPTION OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
70
Amendment to Add Federal Forum Selection Provision 70
Summary of the Amendment 70
Purpose and Effect of the Amendment 71
72
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 75
Information About Attending the Annual Meeting 75
Information About this Proxy Statement 76
Information About Voting 76
Revocation of Proxies 77
Quorum Requirement 77
Required Votes for Action to be Taken 77
Other Business to be Considered 78
MISCELLANEOUS 79
Stockholder Proposals for the 2024 Annual Meeting of Stockholders 79
Expenses of Soliciting Proxies 79
Householding 79
Other Matters 79
ANNEX I – FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION I-1
ANNEX II – NON-GAAP RECONCILIATIONS II-1

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Our Vision
Lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks, meal replacements and other product offerings.
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Our Mission
Empower healthy lives through smart and satisfying nutrition.
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Our Values

Act with Integrity

Lead with Innovation

Succeed through Interdependence

Be Empowered

Bring Passion Every Day
Proxy Summary
This summary highlights certain information contained elsewhere in this proxy statement. This is only a summary, so please refer to the full Proxy Statement and the Annual Report for the fiscal year ended August 27, 2022, before you vote. Our latest Annual Report on Form 10-K along with this proxy statement are available at www.thesimplygoodfoodscompany.com/proxy. Our proxy materials will first be made available to stockholders on or about December XX, 2022.
About Us
The Simply Good Foods Company is a consumer packaged food and beverage company that aims to lead the nutritious snacking movement with trusted brands that offer a variety of convenient, innovative, great-tasting, better-for-you snacks and meal replacements, and other product offerings. The product portfolio we develop, market and sell consists primarily of protein bars, ready-to-drink shakes, sweet and salty snacks and confectionery products marketed under the Atkins®, Atkins Endulge®, Quest®, and Quest HeroTM brand names. Simply Good Foods is poised to expand its wellness platform through innovation and organic growth along with acquisition opportunities in the nutritional snacking space.
With our heritage of science-based nutrition, we are committed to growing our portfolio of nutritious snacking brands. We distribute our products in major retail channels including grocery, club and mass merchandise, as well as through e-commerce, convenience, specialty and other channels. Our strong platform allows us to introduce new products, expand distribution, and appeal to current and potential consumers. We are well-positioned to continue to selectively pursue acquisition opportunities in the nutritious snacking and broader health and wellness food space.
About Our Brands
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Grounded by science and more than 100 clinical studies, the Atkins low carb lifestyle has helped millions of people achieve their personal weight management and health goals. Our portfolio of products includes protein bars, ready-to-drink shakes, chips, cookies, confectionary treats and frozen meals to support a low carb/low sugar lifestyle, with 100% free access to all tools including our website, 1600+ recipes, meal planner, mobile app, community forums, and more.
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Quest is a brand of tempting, high protein, low carb anytime-foods that provide serious, “Athlete-Worthy” energy-promoting nutrition for all who want their personal quest for better health to be a fun and rewarding experience. Quest offers a diverse array of protein bars, shakes, cookies, chips, and confections that are all rooted in the core principles of great taste, while minimizing net carbs and sugar.
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Our Performance
Key Fiscal Year 2022 Financial Highlights*
$1,168.7M
$108.6M
$234.0M
net sales
net income
Adjusted EBITDA
$1.08
$1.59
$110.6M
1.4x
diluted Earnings Per
Share
Adjusted Diluted Earnings Per Share
cash flow from operations
Net Debt to Adjusted
EBITDA Ratio
Other 2022 Business Highlights
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Robust Innovation
A portion of our sales is driven by new products, and we believe innovation is, and will continue to be, an important component of our business. In fiscal year 2022, we continued to build a robust pipeline of innovation with a smart mix of new product forms across both of our brands. These new products are now available, or will be available in fiscal year 2023, and we believe these new products position us for continued market share gains in fiscal year 2023 and beyond. We believe the diversification of our business across brands, product forms and retail channels provides us with multiple ways to win in the marketplace.
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Strong Cash Generation
Our asset-light, outsourced manufacturing business model continues to be a competitive advantage during difficult times. In fiscal year 2022, we generated steady cash flow from operations of $110.6 million. During the year, we paid down $50.0 million of our term loan debt, and at the end of fiscal year 2022 the outstanding principal balance was $406.5 million. At the end of fiscal year 2022, we had cash and cash equivalents of $67.5 million, and our trailing 12-month Net Debt to Adjusted EBITDA ratio was 1.4x*.
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Increasing Market Share in Attractive Nutritional Snacking Category
Our total Simply Good Foods market share within the total nutritional snacking category and its subsegments of active nutrition and weight management all increased in fiscal year 2022. Atkins and Quest each gained market share in their respective subcategories of weight management and active nutrition across the fiscal year. As a result, and as noted above, our retail takeaway in measured and unmeasured channels increased 15.5% for fiscal year 2022 as compared to fiscal year 2021, outpacing the nutritional snacking category growth of 14.7%. This is based on IRI Multi-outlet plus Convenience Stores (IRI-MULO+C store) retail takeaway data for measured channels and our internal data for unmeasured channels. Quest fiscal year 2022 retail takeaway in measured channels grew 32.3% as compared to fiscal year 2021, greater than the comparable growth for the active nutrition segment of 20.4%. Atkins similarly outperformed the weight management segment with total retail takeaway in measured channels up 3.2% in fiscal year 2022 compared to fiscal year 2021, while the comparable data for the weight management segment declined 2.4%.
*
Adjusted EBITDA, Adjusted Diluted Earnings Per Share and Net Debt to Adjusted EBITDA are non-GAAP financial measures. Please refer to Annex II for an explanation and reconciliation of these non-GAAP financial measures.
 
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Supply Chain Excellence
Our supply chain team performed exceptionally well and customer service levels improved during fiscal year 2022, continuing our success with retail customers and consumers, while growing market share. Our team’s collaborative work with suppliers, contract manufacturers and distributors enabled us to service our retail and e-commerce customers despite a myriad of ongoing challenges.
Our Compensation Practices
We believe compensation should be structured to ensure that a significant portion of the total compensation opportunity for our named executive officers is directly related to our performance and other factors that directly and indirectly influence stockholder value. The Compensation Committee has continued to demonstrate its pay-for-performance philosophy and alignment of executive and stockholder interests in setting executive compensation by continuing to weight compensation toward performance-based pay.
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Our Corporate Governance
Governance Practices
Our Corporate Governance policies reflect the following best practices.
INDEPENDENCE
OVERSIGHT &
ACCOUNTABILITY
COMPENSATION
CONTROLS

Greater than 80% of directors are independent

Chairman of the Board of Directors (the “Board”) is independent

All members of the Compensation, Audit and Nominating and Corporate Governance Committees are independent

Compensation consultant is independent

All directors stand for election annually

Majority vote director resignation policy for uncontested elections

Third-party anonymous ethics reporting hotline

Frequent engagement by management with institutional stockholders

Executive sessions of non-management directors at each Board meeting

Board oversight of risk and risk management

Audit Committee oversight of food safety and cybersecurity risks

Separate Corporate Responsibility and Sustainability Committee for oversight of environmental, social and governance (“ESG”) matters

Annual Board and committee self-assessments

Robust director and executive officer stock ownership guidelines

No hedging or pledging permitted by executive officers and directors

Compensation policies and programs that discourage excessive risk-taking
Snapshot of Our Current Board as of the Annual Meeting
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In addition, one of our directors has received a Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, and the chair of our Corporate Responsibility and Sustainability Committee has prior executive level experience leading the sustainability program for a publicly traded consumer packaged foods company.
 
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Our Board of Directors
Director Name
Principal Occupation
Independent
Other
Current
Public
Boards
Audit
Compensation
Corporate
Responsibility
and
Sustainability
Nominating
and
Corporate
Governance
Directors standing for re-election at the Annual Meeting:
Clayton C. Daley, Jr.
Former CFO and Vice Chairman of Procter & Gamble
Age: 71
Director Since: 2017
1
M
C
Nomi P. Ghez
Current Co-founding partner of Circle Financial Group, LLC
Age: 76
Director Since: 2017
0
M
C
Michelle P. Goolsby
Former senior executive of Dean Foods Company
Age: 64
Director Since: 2019
0
M
C
M
James M. Kilts (Chairman of the Board)
Current Chairman of the Board of Directors of The Simply Good Foods Company, Partner of Centerview Capital Consumer and Co-CEO of Conyers Park III Acquisition Corp.
Age: 74
Director Since: 2017
2
M
Robert G. Montgomery
Current Founder and Principal of Montgomery Consulting Solutions and former EVP at Birds Eye Foods, Inc.
Age: 69
Director Since: 2017
0
M
M
Brian K. Ratzan
Current Partner of Centerview Capital Consumer and CFO of Conyers Park III Acquisition Corp.
Age: 52
Director Since: 2017
2
M
David W. Ritterbush
Current CEO of Califia Farms, LLC, and former President of our wholly owned subsidiary Quest Nutrition, LLC
Age: 56
Director Since: 2019
0
M
Joseph E. Scalzo
Current President and CEO of The Simply Good Foods Company
Age: 64
Director Since: 2017
1
Joseph J. Schena (Audit Committee Financial Expert)
Former Chief of Staff at Cohen Enterprises
Age: 64
Director Since: 2021
0
C
David J. West (Vice Chairman of the Board)
Current Vice Chairman of the Board of Directors of The Simply Good Foods Company, Partner of Centerview Capital Consumer and Co-CEO of Conyers Park III Acquisition Corp.
Age: 59
Director Since: 2017
2
M
James D. White
Former Chairman, President and CEO of Jamba Inc.
Age: 62
Director Since: 2019
2
M
M
C = Committee Chairperson
M = Committee Member
 
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Our Stockholder Engagement
We believe that maintaining positive relationships with our stockholders is critical to our long-term success. We value the views of our stockholders, and we solicit stockholder input regarding our Company throughout the fiscal year.
WHO WE CONTACTED
HOW WE ENGAGED
TOPICS
In fiscal year 2022, Company representatives were in contact with most of our top 25 largest stockholders representing approximately 58% of our total shares outstanding.
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We participate in various investor conferences throughout the year, such as the Goldman Sachs Global Staples Forum and the Stifel 2022 Cross Sector Insight. In addition, from time to time, primarily after our quarterly earnings press release has been issued, our management participates in various investor meetings either scheduled by us or coordinated by various analysts.
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We discussed many aspects of our business, including:

financial and marketplace performance;

governance structure;

executive compensation; and

ESG initiatives.
Say-on-Pay
Fiscal Year 2021 Say-on-Pay Voting Results
At our annual meeting of stockholders in January 2022, we held our annual advisory vote to approve the compensation of our named executive officers (“say-on-pay”). The compensation of our named executive officers reported in our 2022 proxy statement was approved by 79.3% of the votes cast at the 2022 annual meeting of stockholders.
The Compensation Committee believes the vote for our 2022 say-on-pay proposal was largely affected by the “against” recommendation by one of the national proxy advisory firms. In conducting their analysis, the proxy advisory firm evaluated our fiscal year 2021 pay for performance alignment using our reported GAAP financial statements rather than considering accounting changes from the application of recently published SEC guidance. Our fiscal year 2021 GAAP financial performance was negatively affected by having to account for our previously outstanding privately issued warrants to purchase shares of our common stock (our “private warrants”) as a liability on our balance sheet that would be subject to mark-to-market revaluations. This change in GAAP accounting was in accordance with the updated SEC guidance issued in April 2021 regarding accounting and reporting considerations for warrants of special purpose acquisition companies.
As a result of having to treat the private warrants as a liability on our balance sheet in accordance with SEC guidance, we recorded non-cash expenses to reflect the increasing value of our common stock, which reduced our consolidated GAAP net income accordingly and negatively affected the calculation of various financial performance metrics used by the proxy advisory firm to inform the determination of our pay for performance alignment. While the proxy advisory firm noted our stockholder returns outperformed their identified benchmarks over a one- and three-year period, our financial performance was viewed as mixed, with improved revenue and cash flow but declines in net income and earnings per share, the latter two of which were directly and negatively affected by the private warrant accounting change driven by the updated SEC guidance discussed above. The proxy advisory firm and stockholders also noted the pay for performance alignment analysis was further negatively affected by the Compensation Committee’s determination to provide a one-time grant of time-vesting stock options to Mr. Joseph E. Scalzo, our President and Chief Executive Officer, in connection with the amendment of his employment agreement, as discussed in more detail below.
Prior to the 2022 annual meeting, members of our senior management and members of our Board met with many of our largest stockholders. In connection with this outreach, we contacted 15 of our top 20 largest stockholders representing approximately 55% of our common stock outstanding at that time. Company participants varied from meeting-to-meeting, but included our Vice President of Investor Relations, Chief Legal Officer, Chief Financial Officer, Board Chair and Chair of our Compensation Committee. During these telephonic and videoconference meetings, participants reviewed a variety of topics, with each meeting including a discussion regarding the compensation decisions for fiscal year 2021, which the Compensation Committee believes were well supported by the Company’s performance as demonstrated by strong financial results despite continued COVID-19 challenges (absent the effect of having to account for the private warrants as a liability), strong cash generation, increasing market share in the nutritional snacking category, our supply chain excellence during challenging times, and the completion of the integration of Quest Nutrition, LLC. Discussions also included the context of Mr. Scalzo’s employment agreement approaching the end of its stated five-year term. Given the
 
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Company’s performance and other relevant factors, including Mr. Scalzo’s leadership during the challenging COVID-19 operating environment, our Board determined it was in our and our stockholders’ best interests to extend Mr. Scalzo’s employment agreement.
Company management and members of the Board who participated in these discussions acknowledged the effect the one-time grant of stock options to Mr. Scalzo had on the proxy advisory firm’s recommendation. The participants noted this one-time grant was a principal inducement for Mr. Scalzo to delay his retirement and agree to the extension of his employment agreement’s term. The stock option grant was a key negotiation point for Mr. Scalzo, and the Compensation Committee and the full Board unanimously supported the stock option grant to recognize Mr. Scalzo’s significant performance and leadership and extension of service. We believe the effect of the private warrants on our fiscal year 2021 GAAP financial results and the award of a one-time, out-of-cycle grant of time-vesting stock options to Mr. Scalzo were unique to fiscal year 2021.
Nevertheless, after considering the 2022 annual meeting say-on-pay result, our Compensation Committee considered the results of this vote and responded accordingly. The Compensation Committee determined that following the amendment of Mr. Scalzo’s employment agreement in fiscal year 2021, which included the one-time grant of stock options, Mr. Scalzo’s equity-based awards would be in-line with our normal annual grant practices and Mr. Scalzo did not receive any one-time stock option grants in fiscal year 2022. The Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future modifications to our executive compensation programs and the compensation decisions for our named executive officers.
In addition, as part of its annual and regular review of our compensation program and related policies and guidelines, the Compensation Committee determined to adopt the recently updated guidance provided by proxy advisory firms to not include the “in-the-money” value of vested stock options when determining compliance with stock ownership guidelines. For more information on this modification, see “Compensation Discussion and Analysis — Corporate Governance Policies — Stock Ownership Guidelines,” below.
Our Corporate Responsibility and Integrity
At Simply Good Foods, we take great pride in operating with high ethical standards. Our stakeholders expect us to continue to uphold high standards of conduct, and we expect all our business partners to do the same. As a food company, it is imperative that we supply reliable and high-quality products, ingredients and materials that meet all applicable quality and food safety standards, and that we ensure vigorous food-safety and quality control systems are in place.
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Health & Safety / Reporting
Our focus is on providing safe and healthy working environments for all employees and consultants. Our employees are encouraged to take proactive measures toward accident prevention and safety. Employees have the right to refuse and report any unsafe or unhealthy working conditions. We aim to meet or exceed applicable laws and industry standards regarding safe and healthy working conditions.
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Human Rights & Employment Practices
Simply Good Foods supports a diverse and inclusive workforce. We aim to treat employees with respect and dignity, and to promote a work environment that is free of discrimination, harassment, forced labor or abuse of any kind.
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Environmental Matters
At Simply Good Foods, one of our goals is to work to reduce the adverse environmental effects from our operations. In addition to complying with all applicable environmental laws, we aim to continually improve upon our environmental performance and to conduct our operations in a way that reduces adverse effects on the environment, particularly regarding water usage, energy usage, emissions and solid waste.
 
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Board of Directors and Corporate Governance
Overview
We are dedicated to our goal of creating long-term stockholder value. It is our policy to conduct our business with integrity and with an unrelenting passion for providing value to our customers and consumers. All our corporate governance materials, including our code of conduct, our corporate governance guidelines, and the charters adopted by the Audit, Compensation, Corporate Responsibility and Sustainability and Nominating and Corporate Governance Committees, are published under the “Corporate Governance” section within the “Investors” portion of our website at www.thesimplyfoodgoodscompany.com. Information on our website does not constitute part of this proxy statement. Our Board regularly reviews these materials, Delaware law, Nasdaq listing standards and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modifies our corporate governance materials as it deems warranted.
We were formed on March 30, 2017, to consummate a business combination between Conyers Park Acquisition Corp. (“Conyers Park”) and NCP-ATK Holdings, Inc. (“Holdings”), which occurred on July 7, 2017 (the “Business Combination”). As a result of the Business Combination, Simply Good Foods owns all the equity interests of Holdings. Certain aspects of our corporate governance, described in more detail below, were established as part of the Business Combination.
Board of Directors
After engaging with stockholders in fiscal year 2019, the Board determined it was in the best interests of stockholders to execute an orderly wind down of its classified Board structure. At the 2020 annual meeting of stockholders, our stockholders approved a proposal for de-classification of the Board by the 2023 annual meeting of stockholders. As part of that approval, we amended and restated our certificate of incorporation (our “Certificate”), and all directors elected at and after the 2021 annual meeting of stockholders will be elected for one-year terms. As a result, at the Annual Meeting all of the seats on our Board are up for election.
Except as otherwise provided by law and subject to the terms of the investor rights agreement (the “Investor Rights Agreement”) entered into between the Company and Conyers Park Sponsor, LLC (“Conyers Park Sponsor”) as part of the Business Combination, and any other rights of any class or series of preferred stock that may be issued in the future, vacancies on our Board (including a vacancy created by an increase in the size of the Board) may be filled only by the remaining directors. See “Certain Relationships and Related Person Transactions — Investor Rights Agreement” below for additional information on certain director nomination rights.
Our Corporate Governance Guidelines provide that a director shall not be eligible to stand for reelection if that director reaches their 78th birthday prior to the next director election. A director, however, may serve out the current term following the 78th birthday.
Director Independence
Nasdaq listing standards require a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of our Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board conducts an annual assessment of the independence of each member of our Board, taking into consideration all relationships between the Company and/or our officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such other criteria as our Board may determine from time to time.
Our Board has determined that Mses. Ghez and Goolsby and Messrs. Kilts, West, Daley, Montgomery, White, Ratzan and Schena are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. In making its independence determinations, the Board considered whether any of the directors was or is a party to certain types of relationships and transactions. See “— Review of Related Person Transactions” below.
Joseph E. Scalzo and David W. Ritterbush were each determined not to be an independent director because Mr. Scalzo currently serves as our President and Chief Executive Officer and Mr. Ritterbush formerly served as President of our Quest Nutrition, LLC subsidiary within the last three years.
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Board Leadership Structure
Our Board does not have a formal policy requiring the separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interests to make that determination based on circumstances from time to time. Currently, our Chairman of the Board is not an officer of the Company. The Chairman of the Board chairs the meetings of our Board and meetings of our stockholders, with input from the Vice Chairman and the Chief Executive Officer. The Vice Chairman works with the Chief Executive Officer to develop and gain approval from the Board of our growth strategy and works with the Chief Executive Officer and the Chief Financial Officer in coordinating our activities with key external stakeholders and parties. These activities include corporate governance matters, investor relations, financing, and mergers and acquisitions.
Our Board believes that our current leadership structure and the composition of our Board protect stockholder interests and provide adequate independent risk management and other oversight of our business, while also providing outstanding leadership and direction for our Board and management. More than a majority of our current directors are “independent” under Nasdaq standards, as more fully described above.
The independent directors of the full Board, and the Audit, Compensation and Nominating and Corporate Governance Committees are all comprised of independent directors. The full Board and each of the Board’s committees meet in executive sessions, without management present, during each regularly scheduled Board or committee meeting and are very active in the oversight of the Company. Each independent director can add items to the agenda for Board meetings or raise subjects for discussion that are not on the agenda for that meeting. In addition, our Board and each Board committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate.
Annual Evaluations of the Board and Board Committees; New Board Member Orientation
Each year, through the Nominating and Corporate Governance Committee, the Board and each Board committee conducts self-evaluations to assess their respective performance and consider potential areas of improvement. The assessments focus on the effectiveness of the Board and each Board committee, assessed against their respective responsibilities as set forth in the Board’s Governance Guidelines and each committee charter. Directors consider matters such as fulfillment of the Board’s and their individual primary responsibilities, effectiveness of discussion and debate at meetings, the quality and timeliness of Board and Board committee materials and presentations, the composition of the Board and each Board committee (including experience, skills and independence of members), and effectiveness of the Board’s and each Board committee’s processes. Responses are reviewed and shared with the Chairman of the Board and the chairs of the respective Board committees, and appropriate responsive actions considered as necessary. We conduct an orientation program for new directors as soon as practical following their joining the Board. This orientation includes presentations and written information to familiarize new directors with our corporate governance, strategic plans, financial reporting, principal officers, auditing processes, risk assessment and such other topics as the Board and/or the Chief Executive Officer feel are appropriate.
Review of Related Person Transactions
Our Audit Committee must review and approve any related person transaction into which we enter. The Audit Committee’s charter and our Related Party Transactions Policy detail the policies and procedures relating to transactions that may present actual, potential or perceived conflicts of interest and may raise questions as to whether such transactions are consistent with the best interest of us and our stockholders.
Any potential related party transaction that is brought to the Audit Committee’s attention will be analyzed by the Audit Committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a related party transaction. At its meetings or in the interim as necessary, the Audit Committee will be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction and the benefits to us and to the relevant related party.
In determining whether to approve a related party transaction, the Audit Committee must consider to the extent relevant, among others, the following factors:

whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party;

whether there are business reasons for us to enter into the transaction;
 
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whether the transaction would impair the independence of an outside director;

whether the transaction would present an improper conflict of interest for any director or executive officer; and

any pre-existing contractual obligations.
Any member of the Audit Committee who has an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if requested by the Chair of the Audit Committee, participate in some or all of the Audit Committee’s discussions of the transaction. Upon completion of its review of the transaction, the Audit Committee may determine to permit or to prohibit the transaction. For more information about our related party transactions, see “Certain Relationships and Related Party Transactions,” below.
Role of the Board in Risk Oversight
Members of the Board have an active role, as a whole and at the Board committee level, in overseeing management of the Company’s risk. While the Board is ultimately responsible for overall risk oversight at our Company, our four Board committees assist the full Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee has primary responsibility for reviewing and discussing the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled, and for monitoring the Company’s major financial risk exposures and the steps the Company has taken to monitor and control such exposures. In connection with its risk assessment and management responsibilities, the Audit Committee oversees risks related to food safety, cybersecurity and other risks relevant to our computerized information system controls and security. The Audit Committee also is charged with overseeing risks with respect to our Related Party Transactions Policy as noted above, and with any potential conflicts of interest with directors and director nominees. The Compensation Committee is charged with ensuring that our compensation policies and procedures do not encourage risk taking in a manner that would have a material adverse effect on the Company. The Corporate Responsibility and Sustainability Committee is charged with management development and evaluating ESG matters that are relevant and material to us. The Nominating and Corporate Governance Committee is charged with overseeing the process of conducting management succession planning and evaluating changes to our corporate governance structures. Each Committee reports its findings to the full Board for consideration.
Communications with the Board
If stockholders or other interested parties wish to contact any member of our Board, they may write to the Board or to an individual director in care of the Corporate Secretary at The Simply Good Foods Company, 1225 17th Street, Suite 1000, Denver, Colorado 80202; or through our third-party ethics and compliance reporting website at SimplyGoodFoods.Ethicspoint.com. Relevant communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as business solicitations or advertisements, junk mail, mass mailings and spam, new product suggestions, product complaints or inquiries, resumes and other forms of job inquiries, or surveys. In addition, material that is threatening, illegal or similarly unsuitable will be excluded. Any communication that is screened as described above will be made available to any director upon his or her request.
Process for Recommending or Nominating Potential Director Candidates
Subject to certain investor rights under the Investor Rights Agreement, the Nominating and Corporate Governance Committee, with the input of the Chief Executive Officer, is responsible for recommending nominees for Board membership to fill vacancies or newly created positions, and for recommending the persons to be nominated for election at the Annual Meeting. In connection with the selection and nomination process, the Nominating and Corporate Governance Committee reviews the desired experience, skills, diversity and other qualities to ensure appropriate Board composition, considering the current Board members and the specific needs of the Company and the Board. In connection with the process of nominating incumbent directors for re-election to the Board, the Nominating and Corporate Governance Committee also considers the director’s tenure on and unique contributions to the Board.
The Nominating and Corporate Governance Committee may retain, as appropriate, search firms to assist in identifying qualified director candidates. The Nominating and Corporate Governance Committee will generally look for individuals who have displayed high ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. The Nominating and Corporate Governance Committee will request that any search firm that the Nominating and Corporate Governance Committee engages include candidates with diversity of gender, race, ethnicity and culture in its list of potential director candidates.
 
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The Nominating and Corporate Governance Committee continually reviews Board composition and potential additions while striving to maintain and grow a diverse and broad skill set that complements the business. The Nominating and Corporate Governance Committee has adopted nominating criteria guidelines that include understanding operations, marketing, finance or other aspects relevant to the success of a publicly traded company in today’s business environment, with broad experience in relevant disciplines. The Nominating and Corporate Governance Committee may consider certain factors related specifically to our business, including, but not limited to:

knowledge of consumer-packaged goods/food products industries, particularly in branded food, nutrition and snacking, but principally in industries oriented to consumer products;

accounting or related financial management expertise;

experience executing growth and merger and acquisition strategies, to support the strategic plan for the Company;

international exposure and diversity of cultural background and experience with global markets, because the Company operates in a number of countries;

leadership experience at an executive level with understanding of the development and implementation of strategies; and

high-level marketing and social media experience.
The Nominating and Corporate Governance Committee has not assigned specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. In the evaluation of potential new candidates, the Nominating and Corporate Governance Committee considers each candidate’s qualifications in light of the then-current mix of Board attributes, including diversity. Continuing directors are evaluated by the Nominating and Corporate Governance Committee in the same way, including the continuing director’s past contributions to the Board in such evaluation.
Although the Board does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, to help ensure the Board remains aware of and responsive to the needs and interests of our customers, stockholders, employees and other stakeholders, the Board believes it is important to identify qualified director candidates who would increase the gender, racial, ethnic and/or cultural diversity of the Board. Similarly, we believe a Board made up of highly qualified individuals from diverse backgrounds is important to the success of the business, in addition to promoting better corporate governance and performance and effective decision making. Accordingly, when evaluating the current directors and considering the nomination of new directors, the Nominating and Corporate Governance Committee makes an effort to ensure the composition of the Board reflects a broad diversity of experience, profession, expertise, skill, and background, including gender, racial, ethnic, and/or cultural diversity. Consistent with the Board’s goal of enhancing the Board’s diversity of experience, skills, and background, the Board appointed Ms. Goolsby and Mr. White to the Board in 2019, and the Board believes these directors have provided valuable experience and insight, along with additional diversity to the Board. The Board and the Nominating and Corporate Governance Committee are committed to ensuring the Board functions effectively and with appropriate diversity and expertise, including women and minorities. Accordingly, approximately 27% of our directors were women or minorities during fiscal year 2022. Nominees are not discriminated against on the basis of race, religion, national origin, disability or sexual orientation. The Board and the Nominating and Corporate Governance Committee are committed to continue to seek female and minority candidates to join the Board.
Although the Board does not have a formal policy regarding director candidates recommended by stockholders, stockholders may recommend individuals to the Board for nomination and also have the right under our Second Amended and Restated Bylaws (the “Bylaws”) to nominate directors, which is why the Board believes it is appropriate not to have such a policy. Stockholders may recommend individuals to the Board for consideration as potential director candidates by submitting candidates’ names, appropriate biographical information (including age, business address and residence address, principal occupation or employment and relevant experience), the class or series and number of shares of capital stock of the Company which are directly or indirectly owned beneficially or of record by the candidate, the date such shares were acquired and the investment intent of such acquisition and any other information relating to the candidate that would be required to be disclosed in a proxy statement or other similar filing to our principal executive offices at:
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Corporate Secretary
c/o The Simply Good Foods Company
1225 17th Street, Suite 1000
Denver, Colorado 80202
Assuming the appropriate information has been provided, the Board will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted
 
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by others. If the Board determines to nominate a stockholder recommended candidate and recommends their election to the Board, then their name will be included in the proxy statement for the next annual meeting of stockholders.
In order for stockholders to nominate director candidates under our Bylaws, our Bylaws require that we be given advance written notice of stockholder nominations for election to the Board. Such nomination must contain the information required by our Bylaws with respect to the nominee and the stockholder. To be timely, a stockholder’s notice must be delivered to our Corporate Secretary, in the case of an annual meeting, not earlier than the 120th day and no later than the 90th day prior to the first anniversary of the date of the preceding year’s annual meeting.
After engaging with stockholders early in fiscal year 2019, the Board determined it was in the best interests of stockholders to amend our Certificate to eliminate the supermajority voting requirements contained in the Certificate. Our stockholders approved this amendment at the 2020 annual meeting of stockholders.
Succession Planning and Management Development
The Board supports the development of the Company’s executive talent, especially the Chief Executive Officer and the senior leaders of the Company, because continuity of strong leadership at all levels of the Company is part of the Board’s mandate for delivering strong performance to stockholders. To further this goal, the executive talent development and succession planning process is overseen by the Nominating and Corporate Governance Committee pursuant to its charter. The Nominating and Corporate Governance Committee is charged with developing and recommending to the Board the approval of an executive officer succession plan. The Nominating and Corporate Governance Committee is also responsible for implementing the succession plan by developing and evaluating potential candidates for executive positions, and periodically reviewing the succession plan.
The Compensation Committee also indirectly supports the succession planning process through its annual approval of compensation targets and achievement of goals for incentive compensation payments.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee during fiscal year 2022: (i) was, at any time during fiscal year 2022, an officer or employee of Simply Good Foods, (ii) was formerly an officer of Simply Good Foods, other than Mr. West and Mr. Ratzan (Mr. West served as the Chief Executive Officer of Conyers Park and Mr. Ratzan served as the Chief Financial Officer of Conyers Park from its formation in April 2016 until the consummation of the Business Combination in July 2017), or (iii) had any relationship requiring disclosure by Simply Good Foods under Item 404 of Regulation S-K. No executive officer of Simply Good Foods during fiscal year 2022 served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, or as a director of another entity, where one of the other entity’s executive officers served on the Compensation Committee of Simply Good Foods or as a director of Simply Good Foods.
Anti-Hedging and Pledging Policy
Our Insider Trading Policy prohibits our officers, directors and all other employees from engaging in any of the following practices.
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pledging any of our securities as collateral for a loan
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buying or selling put or call positions or other derivative positions in our securities
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holding our securities in a margin account
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entering into hedging or monetization transactions or similar arrangements with respect to our securities
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engaging in short sales
Code of Conduct
We maintain a Code of Conduct that applies to all our directors, executive officers and employees and a code of ethics for our senior financial officers. We refer to these documents together as our “Code of Conduct.” Our Code of Conduct is posted on our corporate website at www.thesimplygoodfoodscompany.com and can be accessed by clicking on the “Investors” link followed by the “Corporate Governance” link. Any amendments to or waivers of our Code of Conduct relating to our directors or executive officers that are required to be disclosed also will be posted on our website. Our compliance officer oversees our ethics and compliance program and provides regular reports to each of the Audit Committee and the
 
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Nominating and Corporate Governance Committee on the program’s effectiveness and the status of any reports or complaints made under the Code of Conduct reporting procedures.
Director and Executive Officer Stock Ownership Guidelines
For information on our stock ownership guidelines which apply to our non-employee directors and our executive officers and senior team members, please see “Compensation Discussion and Analysis — Corporate Governance Policies — Stock Ownership Guidelines,” below.
Recoupment (“Clawback”) Policy
In July 2019, the Board adopted a clawback policy that applies to certain incentive compensation for our executive officers and other employees paid or awarded after July 2019. The clawback policy provides that in the event of a restatement of the Company’s financial statements as a direct result of material noncompliance with any financial reporting requirements and the Board determines, in its sole discretion, that an executive officer subject to the policy committed an act or omission that gave rise to the circumstances requiring the accounting restatement and which constituted negligence, misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements on the part of that executive officer in the course of their employment by, or otherwise in connection with, the Company, then the Board will determine whether the Company should seek to recover any excess incentive compensation received by the employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
In addition to the provisions described above, should the Board determine, in its sole discretion, that one of our executive officers or other employees subject to the policy committed an act or omission during the course of their employment with the Company that gives rise to a material adverse effect on the financial condition or reputation of the Company, and such act or omission constituted:

willful, knowing or intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements, or

fraud or other illegal conduct,
then the Board will determine whether the Company should seek to recover from that employee up to 100% (as determined by the Board in its sole discretion as appropriate based on the conduct involved) of the incentive compensation received by that employee from the Company during the three completed fiscal years immediately preceding the date the Board becomes aware of such material adverse effect, and not just the excess of what would have been paid to the employee under an accounting restatement as described above.
For purposes of the policy, incentive compensation means any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting or stock price measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, including annual bonuses and other short- and long-term cash incentives and equity-based awards.
 
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Director Compensation
The objectives of our director compensation program are to offer compensation that is competitive with the compensation paid by peer companies so that we may attract and retain qualified candidates for Board service and to reinforce our practice of encouraging stock ownership by our directors. The Compensation Committee regularly reviews the compensation paid to non-employee directors and recommends changes to the Board, as appropriate. After consultation with Mercer (US) Inc. (“Mercer”), the Compensation Committee’s independent compensation consultant, the Board approved a director compensation program in line with competitive non-employee director compensation levels of our peer companies. Effective for fiscal year 2022, our director compensation program consisted of the following:
Annual Board
Service
Cash Retainer $ 75,000
Restricted Stock Units(1) $ 100,000
Board and
Committee Chair
Cash Retainer
Chair of the Board
$
50,000
Vice Chair of the Board $ 25,000
Audit Committee $ 10,000
Compensation Committee $ 10,000
Corporate Responsibility and Sustainability $ 5,000
Nominating and Corporate Governance Committee $ 5,000
(1)
The restricted stock units (“RSUs”) vest one year from the grant date, subject to such director’s continued service as of the vesting date. Each RSU entitles the director to one share of our common stock and will be payable and settled at the time of vesting.
Director Compensation Table
The table below sets forth information concerning the compensation of our non-employee directors who served in fiscal year 2022. In addition to the amounts shown below, we also reimburse directors for travel expenses and other out-of-pocket costs incurred in connection with their attendance at meetings. Mr. Joseph Scalzo does not receive separate compensation for his service as director.
Name
Fees Earned
or Paid in Cash
($)
Stock Awards
($)(1)
Total
($)
James M. Kilts 125,000 99,995 224,995
David J. West 100,000 99,995 199,995
Clayton C. Daley, Jr 85,000 99,995 184,995
Nomi P. Ghez 80,000 99,995 179,995
Michelle P. Goolsby 80,000 99,995 179,995
James E. Healey(2) 35,962 99,995 135,957
Robert G. Montgomery 75,000 99,995 174,995
Brian K. Ratzan 75,000 99,995 174,995
David W. Ritterbush 75,000 99,995 174,995
Joseph J. Schena 80,769 99,995 180,764
James D. White 75,000 99,995 174,995
(1)
The amounts included under the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted to each non-employee director, computed in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of these awards can
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be found in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 27, 2022.
(2)
Mr. Healey did not stand for re-election at the 2022 Annual Meeting.
Outstanding Equity Awards at Fiscal-Year End
The following table presents the number of outstanding RSUs held by each director as of August 27, 2022. None of the directors hold stock options.
Director
Number of Shares
Subject to Outstanding
RSUs as of
August 27, 2022(1)
James M. Kilts 2,812
David J. West 2,812
Clayton C. Daley, Jr 2,812
Nomi P. Ghez 2,812
Michelle P. Goolsby 2,812
James E. Healey 0
Robert G. Montgomery 2,812
Brian K. Ratzan 2,812
David W. Ritterbush 2,812
Joseph J. Schena 2,812
James D. White 2,812
(1)
The RSUs vest in full one year after grant.
 
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Meetings and Committees of the Board
Our Board has established certain committees to assist in the performance of its various functions. All Board committee members are appointed by our Board upon recommendation of the Nominating and Corporate Governance Committee, subject to the Investor Rights Agreement.
Our Board has affirmatively determined, upon recommendation of the Nominating and Corporate Governance Committee, that all of the members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent as defined under the Nasdaq listing standards. The Board also has determined that all members of the Audit Committee meet the independence requirements contemplated by the Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in determining the independence of all members of our Compensation Committee, the Board took into account the additional independence considerations required by the Nasdaq listing rules and Rule 10C-1 of the Exchange Act relating to Compensation Committee service.
Our Board typically meets on a quarterly basis and holds special meetings as necessary. In fiscal year 2022, our Board met five times. Directors are required to regularly attend Board meetings and meetings of the committees on which they serve, unless unforeseen circumstances prevent them from doing so. In fiscal year 2022, all directors attended at least 75% of the total number of meetings of the Board (held during the period for which they have been a director) and the total number of meetings held by all committees of the Board on which they served (during the periods that they served). While we do not have a formal policy requiring our directors to attend stockholder meetings, our directors are invited and encouraged to attend all meetings of stockholders. All of our directors at the time, other than Mr. James Healey who did not stand for re-election pursuant to the Board’s retirement age requirement, attended the 2022 Annual Meeting of Stockholders.
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The chart below lists the committees of our Board and indicates who currently serves on those committees.
Audit Committee
Compensation Committee
Corporate
Responsibility &
Sustainability
Committee
Nominating and
Corporate
Governance
Committee
Joseph J. Schena (Chair)*
Clayton C. Daley, Jr (Chair)
Michelle P. Goolsby (Chair)
Nomi P. Ghez (Chair)
Clayton C. Daley, Jr
David J. West
Robert G. Montgomery
James M. Kilts
Nomi P. Ghez
Robert G. Montgomery
David W. Ritterbush
Michelle P. Goolsby
Michelle P. Goolsby
Brian K. Ratzan
James D. White
James D. White
* Audit Committee Financial Expert
The responsibilities of each of our Board committees are summarized below. Each of the Board committees operates under a written charter; has authority to retain independent legal, accounting or other advisors, at our expense; makes regular reports to the Board; and reviews its own performance annually.
Audit Committee
Meetings: 4
Chair: Joseph J. Schena
Other Members:

Clayton C. Daley, Jr.

Nomi P. Ghez

Michelle P. Goolsby
Key Responsibilities:

perform the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices, legal and regulatory compliance and the audit of the Company’s financial statements

maintain a line of communication between the Board and the Company’s financial management

primary responsibility for reviewing and discussing the Company’s policies with respect to risk assessment and risk management

oversee risks related to food safety, cybersecurity and other risks relevant to our computerized information system controls and security

oversee risks with respect to our Related Party Transactions Policy and any potential conflicts of interest with directors and director nominees

prepare the report to be included in the Company’s annual proxy statement
The Audit Committee also evaluates, at least annually, the qualifications, performance and independence of our independent auditors, including an evaluation of the lead audit partner. The Board has determined that each member of the Audit Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to audit committee membership, and that Mr. Schena qualifies as an “audit committee financial expert,” as such term is defined in Item 401(d)(5)(ii) of Regulation S-K.
 
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Compensation Committee
Meetings: 4
Chair: Clayton C. Daley, Jr.
Other Members:

David J. West

Robert G. Montgomery

Brian K. Ratzan

James D. White
Key Responsibilities:

review key employee compensation goals, policies, plans and programs

review and approve the compensation of our directors, Chief Executive Officer and other executive officers

review and approve employment agreements and other similar arrangements between us and our executive officers

ensure our compensation policies and procedures do not encourage risk taking in a manner that would have a material adverse effect on the Company

administer our stock plans and other incentive compensation plans
The Compensation Committee has delegated to a sub-committee of Messrs. Daley, Montgomery and White (the “Compensation Sub-Committee”) the authority to grant equity awards to executive officers. The Compensation Committee reviews and considers our Chief Executive Officer’s recommendations with respect to compensation decisions for our named executive officers other than himself. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations, industry and the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers in light of our business at a given point in time. The Board (without the participation of our Chief Executive Officer) and Compensation Committee make all compensation decisions regarding our Chief Executive Officer. The Board has determined that each member of the Compensation Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to compensation committee membership.
Corporate Responsibility & Sustainability Committee
Meetings: 4
Chair: Michelle P. Goolsby
Other Members:

Robert G. Montgomery

David W. Ritterbush
Key Responsibilities:

monitor emerging trends and evolving best practices with respect to ESG

review, oversee, and discuss with management the implementation of the Company’s ESG strategy and policies making change recommendations as appropriate

review and discuss with management the Company’s internal and external communication strategies and approach with employees, investors, and other stakeholders regarding the Company’s position or approach to ESG matters and provide recommendations as appropriate
The Corporate Responsibility and Sustainability Committee was established in July 2021 to assist the Board in discharging its oversight responsibility related to ESG matters (but excluding corporate structure governance) and to provide guidance to management on these matters. ESG matters include climate change effects, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, human capital resources, diversity, equity and inclusion, public policy engagement, political contributions, corporate charitable and philanthropic activities and other ESG matters that are relevant and material to the Company.
 
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Nominating & Corporate Governance Committee
Meetings: 3
Chair: Nomi P. Ghez
Other Members:

Michelle P. Goolsby

James M. Kilts

James D. White
Key Responsibilities:

identify individuals qualified to become members of our Board, consistent with criteria approved by our Board

oversee the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently

oversee the process of conducting management succession planning

identify best practices and recommend corporate governance principles and structures

develop and recommend to our Board a set of corporate governance guidelines and principles applicable to us
The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as an independent director according to Nasdaq rules. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Board of Directors and Governance — Process for Recommending or Nominating Potential Director Candidates.”
 
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1
Election of Directors
The Board recommends that you vote FOR the election of each of the director nominees.
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Board Diversity
We believe our Board should consist of individuals reflecting the diversity represented by our employees, customers, and communities in which we operate. The below table provides information related to the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of December X, 2022)
Total Number of Directors:
11
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
2
9
Part II: Demographic Background
African American or Black
1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
2
8
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background
 
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Board of Directors Skills and Experience Chart
Our directors have vast and deep professional and personal experiences that contribute greatly to the ability to function as a Board at a high level. The following chart of skills and experiences provides an overview of the diversity of experience on our current Board:
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In addition, one of our directors has received a Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University and the chair of our Corporate Responsibility and Sustainability Committee has prior executive level experience leading the sustainability program for a publicly traded consumer packaged foods company.
Directors Standing for Re-Election
At the Annual Meeting, stockholders will vote for the 11 nominees listed below to serve until the 2024 Annual Meeting of Stockholders and the election and qualification of their successor, or until such director’s earlier death, disqualification, resignation or removal.
After engaging with stockholders in fiscal year 2019, the Board determined it was in the best interests of stockholders to execute an orderly wind down of its classified board structure. At the 2020 annual meeting of stockholders, our stockholders approved a proposal for de-classification of the Board by the 2023 annual meeting of stockholders.
Proxies cannot be voted for a greater number of persons than the nominees named below. Each of the nominees listed below is currently a member of our Board, has been recommended by our Nominating and Corporate Governance Committee, subject to the Investor Rights Agreement, and nominated by our Board, and has agreed to stand for re-election. There are no family relationships among our directors, or between our directors and executive officers. A plurality of votes cast is necessary for the election of a director. There is no cumulative voting in the election of directors. Ages are as of the date of the Annual Meeting.
Majority Vote Director Resignation Policy
Effective October 2021, our Corporate Governance Guidelines contain a Director Resignation Policy. Under this policy, any nominee for director who receives a greater number of votes “withheld” from or “against” their election than votes “for” such election is required to offer their resignation to the Board following certification of the stockholder vote. Within 90 days following the certification of the vote, the independent directors on the Board would consider the offer of resignation and determine whether to accept or reject the tendered resignation. This policy does not apply in contested elections.
 
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Director Nominees
Clayton C. Daley, Jr.
Age: 71
Director Since: 2017
Independent Director
Committee(s): Audit and Compensation (Chair)
EXPERIENCE

Clayton C. Daley, Jr. spent his entire professional career with The Procter & Gamble Company (“P&G”), a global consumer packaged goods company, joining the company in 1974.

At P&G, Mr. Daley held a number of key accounting and finance positions including Chief Financial Officer and Vice Chairman of P&G; Comptroller, U.S. Operations of Procter & Gamble USA; Vice President and Comptroller of Procter & Gamble International; and Vice President and Treasurer of P&G.

Mr. Daley retired from P&G in 2009.

Mr. Daley served as Senior Advisor to TPG Capital from 2009 until October 2012.
PARTICIPATION ON OTHER BOARDS

Mr. Daley has been a director of SunEdison, Inc., a solar power company, since 2014

He also served as a director and was Chair of the Audit Committee and a member of the Compensation and Option Committee of Starwood Hotels & Resorts Worldwide, Inc. from 2008 to 2016.

Mr. Daley was also a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.
EDUCATION

He holds a bachelor’s degree in economics from Davidson College and an MBA from Ohio State University.
REASONS FOR NOMINATION
We believe Mr. Daley’s consumer and food industry background, coupled with broad operational and financial experience outlined in detail above, make him well qualified to serve as a director.
 
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Nomi P. Ghez
Age: 76
Director Since: 2017
Independent Director
Committee(s): Audit and Nominating & Corporate Governance (Chair)
EXPERIENCE

Nomi P. Ghez has over 40 years of experience working with consumer companies.

Ms. Ghez was affiliated with Goldman Sachs from 1982 to 2003, most recently acting as a senior banker within the consumer sector of Goldman Sachs’ Mergers and Strategic Advisory Division, as well as a Partner and Managing Director.

From 1982 to 2000, Ms. Ghez was Goldman Sachs’ food analyst in Investment Research, covering major U.S. and global food and consumer companies.

Since 2003, Ms. Ghez has been a cofounding partner of Circle Financial Group, LLC, an integrated private wealth management group of ten professional women.

In 2004, Ms. Ghez was a Portfolio Manager, Consumer Sector for Perry Capital LLC, a hedge fund.
PARTICIPATION ON OTHER BOARDS

Ms. Ghez served on the Board of Directors of Lipman Family Farms, a private fresh tomato company, from 2008 until 2019 and on its Governance and Audit Committee from 2013 until 2019.

Ms. Ghez was also a director of Maidenform Brands, Inc. from 2011 until its sale to HanesBrands in 2013, serving on its Audit Committee from 2012 to 2013.

Ms. Ghez was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.
EDUCATION

Ms. Ghez received a B.A. and M.A. from Tel Aviv University and a Ph.D. from New York University.
REASONS FOR NOMINATION
We believe Ms. Ghez’s consumer financial analyst background, coupled with extensive financial and investment experience as described in detail above, make her well qualified to serve as a director.
 
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Michelle P. Goolsby
Age: 64
Director Since: 2019
Independent Director
Committee(s): Audit, Corporate Responsibility & Sustainability (Chair), and Nominating & Corporate Governance
EXPERIENCE

Michelle P. Goolsby served for ten years, from 1998 to 2008, on the senior executive team of Dean Foods Company (“Dean Foods”), where she held the positions of Executive Vice President, General Counsel, Chief Administrative Officer and head of Corporate Development with responsibilities including legal, human resources, acquisitions, risk management and sustainability.

Prior to Dean Foods, Ms. Goolsby was a partner at Winstead, P.C., one of the largest business law firms in Texas and served as Chair of the firm’s Business Section.

Ms. Goolsby served from 2009 to 2019 as a venture partner and member of the Investment Committee of Greenmont Capital Partners II, a private equity firm in Boulder, Colorado which invested in companies providing more healthy, sustainable and environmentally friendly consumer products.
PARTICIPATION ON OTHER BOARDS

Ms. Goolsby was a member of the Board of Directors of Capstead Mortgage Corporation and its successor, Franklin BSP Realty Trust, publicly traded real estate investment trusts, from 2012 to 2022, serving as Chair of the Compensation Committee and member of the Audit Committee.

Ms. Goolsby is a founding member of the Center for Women in Law at The University of Texas at Austin School of Law. Ms. Goolsby has also served since 2010 as Chair of the Board of Vitamin Angels Alliance, a global nonprofit focused on improving the health and nutrition of the most vulnerable populations.

Ms. Goolsby previously served as a member of the Board of Directors of WhiteWave Foods Company (“WhiteWave Foods”), where she was Chair of the Audit Committee and a member of the Compensation Committee, from 2012 until its sale to Danone in 2017. Ms. Goolsby then served as a member of the Advisory Board of Danone North America, advising as to business practices promoting healthier and more sustainable food systems.
EDUCATION

Ms. Goolsby received a bachelor’s degree in accounting from The University of Texas at Austin, a juris doctor degree from The University of Texas at Austin School of Law, and a Master of Arts degree from the Simmons School of Education and Human Development at Southern Methodist University.
REASONS FOR NOMINATION
We believe Ms. Goolsby’s extensive food and beverage experience, knowledge of the consumer-packaged goods marketplace, prior executive level experience leading sustainability programs along with her prior public company board experience, make her well qualified to serve as a director.
 
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James M. Kilts
Age: 74
Director Since: 2017
Independent Director
Current Position: Chairman of the Board and Founding Partner of Centerview Capital Consumer
Committee(s): Nominating & Corporate Governance
EXPERIENCE

James M. Kilts is a renowned leader in the consumer industry, with over 40 years of experience leading a range of companies and iconic brands. Mr. Kilts has served as our Chairman of the Board of Directors since July 2017.

Mr. Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006. Mr. Kilts is also Co-Chief Executive Officer of Conyers Park III Acquisition Corp. since 2021

Previously, Mr. Kilts served as Chairman of the Board, Chief Executive Officer and President of The Gillette Company (“Gillette”) from 2001 until it merged with P&G in 2005; at that time, he became Vice Chairman of the Board of P&G. Before Mr. Kilts joined Gillette, the company’s sales had been flat for 4 years, and it had missed earnings estimates for 14 consecutive quarters. Mr. Kilts took steps to rebuild the management team, cut costs and reinvest the savings in innovation and marketing. During his tenure as Chief Executive Officer, Mr. Kilts oversaw the creation of approximately $30 billion in equity value for Gillette’s public shareholders. Gillette’s share price appreciated 110% during Mr. Kilts’ tenure, while the S&P 500 declined 3% over the same time period. Under Mr. Kilts’ leadership, Gillette rejoined the top ranks of consumer products companies as sales increased an average of 9% each year. The Harvard Business Review cited Mr. Kilts’ leadership as the driving force behind Gillette’s turnaround.

Prior to Gillette, Mr. Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000.

Before joining Nabisco, Mr. Kilts was an Executive Vice President of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food Group. In that role, Mr. Kilts was responsible for integrating Kraft and General Foods and for shaping the group’s domestic and international strategy. Mr. Kilts had previously served as President of Kraft USA and Oscar Mayer. He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada, and Senior Vice President of Kraft International.

Mr. Kilts began his career with General Foods Corporation in 1970.

Owing to Mr. Kilts’ successes across the consumer industry, numerous companies seek his business expertise and advice.
PARTICIPATION ON OTHER BOARDS

Mr. Kilts is currently a member of the Board of Directors of Viatris Inc. since November 2020 and is a member of the Board of Directors and Lead Director of Advantage Solutions Inc. since October 2020.

Mr. Kilts was a member of the Board of Directors of MetLife, Inc., (from 2005 until June 2020), Pfizer Inc. (from 2007 until November 2020), Unifi Inc. (from April 2016 until July 2022), Non-Executive Director of the Board of Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from January 2011 until December 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014).

Mr. Kilts was also previously a member of the Board of Directors of Conyers Park II Acquisition Corp. from July 2019 until October 2020, Big Heart Pet Brands (formerly a division of Del Monte Foods) from March 2011 to March 2015 (during which time he served as Chairman), MeadWestvaco from 2006 to April 2014, The New York Times Company from 2005 to 2008, May Department Stores from 1998 to 2005, Whirlpool Corporation from 1999 to 2005, Grocery Manufacturers Association (during which time he served as Chairman) from 2003 to 2005, and Delta Airlines from 2002 to 2004.

Mr. Kilts was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.

Mr. Kilts is a Trustee of the University of Chicago and Founder of the Kilts Center for Marketing at the University of Chicago Booth School of Business.

Mr. Kilts is also a former member of Citigroup’s International Advisory Board.
EDUCATION

Mr. Kilts received a bachelor’s degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the University of Chicago.
REASONS FOR NOMINATION
We believe Mr. Kilts’ deep and extensive consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director.
 
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Robert G. Montgomery
Age: 69
Director Since: 2017
Independent Director
Current Position: Founder and Principal of Montgomery Consulting Solutions
Committee(s): Compensation, Corporate Responsibility & Sustainability
EXPERIENCE

In 2010, Mr. Montgomery founded and has since been a principal of Montgomery Consulting Solutions, a consulting firm specializing in sales, marketing and business strategies in the consumer-packaged goods industry.

In 2010, Mr. Montgomery co-founded and until January 2020 was a principal of Jurs Montgomery Brokerage, LLC, a firm specializing in life insurance, long term care, disability and annuities.

From 2003 until 2010, Mr. Montgomery was successively a Senior Vice President, Sales, a Senior Vice President, Sales, Marketing & R&D and an Executive Vice President at Birds Eye Foods, Inc., a privately held frozen foods company.

From 1998 to 2003, Mr. Montgomery served as Vice President of Sales in different divisions of HJ Heinz Company, a global food producer.

Prior to this, from 1982 to 1998, Mr. Montgomery worked at McCain Food, Inc., as Vice President of Sales-Retail. Mr. Montgomery has held positions at Family Brands, Inc. as Vice President of Sales, ConAgra Frozen Food Company as Area Vice President, Sara Lee Corporation as National Sales Planning Manager and Division Sales Manager and Del Monte Corporation as Senior Account Representative.
PARTICIPATION ON OTHER BOARDS

In 2016, Mr. Montgomery joined the Board of Directors of Wyman’s of Maine, a producer of frozen fruit.

Mr. Montgomery was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.

Since 2012 Mr. Montgomery has served as the Chair of the Board of Hope Hall School, Gates, New York, a nonprofit school catering to children with learning disabilities. This is a volunteer position with no compensation.
EDUCATION

Mr. Montgomery holds a bachelor’s degree in management from Seton Hall University.

Mr. Montgomery holds a Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University
REASONS FOR NOMINATION
Robert Montgomery has over 40 years of experience in the consumer package goods industry, including sales, marketing, research and development positions on both an operational and executive level. We believe that Mr. Montgomery’s consumer and food industry background, coupled with broad operational experience and his understanding of cybersecurity oversight, make him well qualified to serve as a director.
 
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Brian K. Ratzan
Age: 52
Director Since: 2017
Independent Director
Current Position: Partner of Centerview Capital Consumer
Committee(s): Compensation
EXPERIENCE

Brian K. Ratzan has been a Partner of Centerview Capital Consumer since April 2014 and is currently Chief Financial Officer of Conyers Park III Acquisition Corp.

Mr. Ratzan served as the Chief Financial Officer of Conyers Park Acquisition Corp. from April 2016 to July 2017 and served as Chief Financial Officer and Director of Conyers Park II Acquisition Corp. from July 2019 to October 2020.

Mr. Ratzan has over 25 years of private equity investing experience. Prior to joining Centerview Capital Consumer, Mr. Ratzan was Partner and Head of U.S. Private Equity at Pamplona Capital Management from January 2012 to February 2014.

Prior to joining Pamplona, Mr. Ratzan was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998.

Mr. Ratzan also previously worked at ‘21’ International Holdings, a private investment firm, and in the Investment Banking Group at Donaldson, Lufkin and Jenrette.
PARTICIPATION ON OTHER BOARDS

Mr. Ratzan has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020 and Conyers Park III Acquisition Corp., Inc, since August 2021.

Mr. Ratzan was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.

Mr. Ratzan previously served on the boards of consumer companies including Del Monte Foods, The Sun Products Corporation (formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc.

Mr. Ratzan currently serves on the Economics Leadership Council at the University of Michigan.
EDUCATION

Mr. Ratzan holds a bachelor’s degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and an MBA degree from Harvard Business School.
REASONS FOR NOMINATION
We believe Mr. Ratzan’s extensive investment management and transactional experience as described in detail above make him well qualified to serve as a director.
 
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David W. Ritterbush
Age: 56
Director Since: 2019
Current Position: CEO of Califia Farms, LLC
Committee(s): Corporate Responsibility & Sustainability
EXPERIENCE

David W. Ritterbush has been the CEO of Califia Farms, LLC since October 2020.

Mr. Ritterbush was the President of our wholly owned subsidiary Quest Nutrition, LLC from November 2019 until October 2, 2020.

Prior to our acquisition of Quest Nutrition in November 2019, Mr. Ritterbush was Chief Executive Officer of Quest Nutrition from March 2017, with oversight of the organization, including organizational structure, supply chain strategy, and product innovation.

Prior to joining Quest Nutrition, Mr. Ritterbush served as Chief Executive Officer of Popchips (Sonora Mills, Inc.), a manufacturer of popped rice, corn, soy, and other grain-based snack food products, from August 2015 to February 2017. While at Popchips, Mr. Ritterbush’s responsibilities included organization leadership, restructuring, sales turnaround, refreshed branding and new product innovation, supply chain restructuring, co-manufacturing and global procurement.

From April 2009 to March 2015, Mr. Ritterbush held leadership positions with Premier Nutrition Corporation, a manufacturer and retailer of beverage products, bars and shakes, including Chief Executive Officer, Post Active Nutrition from April 2014 to March 2015; Chief Executive Officer, Premier Nutrition from August 2010 to March 2014; and Chief Operating Officer from April 2009 to August 2010. While at Premier Nutrition, Mr. Ritterbush reorganized the organization, led a significant turnaround of the supply chain across facilities and co-manufacturers, restructured the sales organization, and actively participated in strategy formation and acquisitions.

Prior to this, Mr. Ritterbush was Vice President/General Manager-West Business Unit, for Red Bull North America, from October 2007 to March 2009, with leadership for the West Business Unit including sales, marketing, supply chain, finance and accounting.

Previously, Mr. Ritterbush was a sales and marketing executive with Dreyer’s Grand Ice Cream, Inc. for over 16 years, with various positions of increasing responsibility, including serving as Senior Vice President of Marketing-Packaged Products from October 2006 to October 2007, where he was responsible for product design, pricing, and consumer positioning. During this period, Mr. Ritterbush served as a member of Dreyer’s Operating Committee, Dreyer’s Graphics Development team, and a board member of the Starbucks Ice Cream partnership.
PARTICIPATION ON OTHER BOARDS

Mr. Ritterbush previously served as a Director of Stone Brewing.
EDUCATION

Mr. Ritterbush received his undergraduate degree in Business Administration, Marketing from San Diego State University.
REASONS FOR NOMINATION
We believe Mr. Ritterbush’s consumer and food industry background coupled with his broad operational and marketing experience as described in detail above makes him well qualified to serve as a director.
 
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Joseph E. Scalzo
Age: 64
Director Since: 2017
Current Position: President and CEO of Simply Good Foods
EXPERIENCE

Mr. Scalzo has served as a director and President and Chief Executive Officer of the Company since July 2017 and in the same role for Atkins and as a member of Atkins’ board of directors since February 2013.

From November 2005 to February 2011, Mr. Scalzo served as a senior executive in various roles at Dean Foods, including as President and Chief Operating Officer, as well as President and Chief Executive Officer of WhiteWave Foods. Mr. Scalzo is credited at Dean for leading the transformation of WhiteWave Foods, which began as three separate businesses, into a winning consumer foods company.

Prior to that, Mr. Scalzo held various executive roles at Gillette, where he spearheaded the successful three-year turnaround of the company’s one billion dollar global personal care business and The Coca Cola Company.

Mr. Scalzo began his career at P&G in 1985.
PARTICIPATION ON OTHER BOARDS

Mr. Scalzo has been a member of the Board of Directors of TreeHouse Foods, Inc. since April 2022.

Before joining Simply Good Foods, Mr. Scalzo served as a director of Earthbound Farm from 2010 to October 2013.

Mr. Scalzo also served as a director of HNI Corp. from 2003 to November 2009 and Focus Brands from March 2014 to October 2020.
EDUCATION

Mr. Scalzo received a Bachelor of Science in Chemical Engineering from the University of Notre Dame.
REASONS FOR NOMINATION
We believe Mr. Scalzo’s experience as our President and Chief Executive Officer along with his extensive consumer and food industry background as described in detail above makes him well qualified to serve as a director.
 
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Joseph J. Schena
Age: 64
Director Since: 2021
Independent Director
Committee(s): Audit
EXPERIENCE

Mr. Schena served as the Chief of Staff at Cohen Enterprises, a private holding company, focused on C&S Wholesale Grocers, Inc. and Warehouse Technologies from November 2015 until April 2019.

Prior to joining Cohen Enterprises, Mr. Schena served as the Chief Executive Officer and President at Bacardi International Limited and as the Chief Financial Officer of Bacardi Limited.

Previously, Mr. Schena served as Chief Financial Officer and Executive Vice President at C&S Wholesale Grocers, Inc.

Mr. Schena was an Operating Partner at Centerview Capital Consumer from 2007 to 2012 focused on financial operations of portfolio companies. Mr. Schena was involved in the $5.5 billion privatization of Del Monte Foods and the acquisition of Richelieu Foods.

Mr. Schena served as the Vice President of Global Financial Operations, Chief Accounting Officer and Controller at Gillette and transitioned to the Chief Financial Officer of the Gillette business unit of P&G after P&G acquired Gillette in October 2005 where Mr. Schena was responsible for Gillette’s business results as well as integrating Gillette’s and P&G’s financial operations.

Prior to Gillette, Mr. Schena served in various senior financial and strategy positions at Kraft/Nabisco from 1980 to 2000.
PARTICIPATION ON OTHER BOARDS

Mr. Schena was previously a director of Warehouse Technologies, Conyers Park II Acquisition Corp. and Welch Foods Inc.
EDUCATION

Mr. Schena received both an MBA in Finance and a BBA in Accounting from Iona College.
REASONS FOR NOMINATION
Joseph Schena is a consumer products industry executive with 40 years of experience in the areas of financial operations and accounting, strategy and business planning, investor relations and mergers & acquisitions. We believe Mr. Schena’s deep consumer industry background, coupled with broad financial, accounting and transactional experience as described in detail above, make him well qualified to serve as a director.
 
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David J. West
Age: 59
Director Since: 2017
Independent Director
Current Position: Vice Chairman of the Board and Partner of Centerview Capital Consumer
Committee(s): Compensation
EXPERIENCE

David J. West is an established leader in the consumer industry, with 30 years of experience leading a range of companies and well-known brands. Mr. West has served as our Vice Chairman of the Board since July 2017.

Mr. West became a partner of Centerview Capital Consumer in May 2016.

From April 2016 to July 2017, Mr. West served as the Chief Executive Officer of Conyers Park Acquisition Corp., served as CEO of Conyers Park II Acquisition Corp. from July 2019 until October 2020 and is currently Co-Chief Executive Officer of Conyers Park III Acquisition Corp.

Prior to joining Centerview Capital Consumer, Mr. West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s largest pure-play pet food and treats companies whose brands included Meow Mix®, Kibbles ‘n Bits®, Milk-Bone®, and others. Mr. West helped reposition the business to increase focus on growth and innovation, launched new products such as Milk-Bone Brushing Chews®, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods, and developed a marketing culture to effectively promote products. Mr. West worked closely with Mr. Kilts during this time, as Mr. Kilts was Chairman of the Board of Big Heart Pet Brands. In February 2014, Mr. West oversaw the sale of Del Monte Foods’ Consumer Products business and changed the company’s name to Big Heart Pet Brands, reflecting its singular focus on pet food and snacks. During his tenure as Chief Executive Officer, Mr. West oversaw the creation of approximately $2 billion of equity value for investors. Big Heart Pet Brands was sold to The J.M. Smucker Company in March 2015, at which time Mr. West served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016.

Prior to joining Del Monte Foods, Mr. West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011. Under Mr. West’s leadership, Hershey enjoyed strong profits, net sales growth and shareholder returns, and was recognized as one of the World’s 100 Most Innovative Companies by Forbes Magazine in 2011. During Mr. West’s tenure as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness of its supply chain and business model, and accelerated its advertising, brand building and distribution programs. During Mr. West’s tenure as Chief Executive Officer, public shareholders of Hershey experienced more than $5 billion of equity value creation. Hershey’s share price appreciated 68% during this time, while the S&P 500 grew 0%. Prior to his Chief Executive Officer role, Mr. West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to joining Hershey in 2001, Mr. West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp. by The Philip Morris Companies in 2000. At Nabisco, Mr. West worked closely with Mr. Kilts during Mr. Kilts’ tenure as Chief Executive Officer.
PARTICIPATION ON OTHER BOARDS

Mr. West has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020 and Conyers Park III Acquisition Corp., Inc, since August 2021.

Mr. West was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.

Mr. West was a member of the Board of Directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014, Big Heart Pet Brands from 2014 to 2015, and The J.M. Smucker Company from 2015 to 2016.
EDUCATION

Mr. West received a Bachelor of Science, cum laude, in Business Administration from Bucknell University.
REASONS FOR NOMINATION
We believe Mr. West’s deep consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director.
 
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James D. White
Age: 62
Director Since: 2019
Independent Director
Committee(s): Compensation, Nominating & Corporate Governance
EXPERIENCE

Mr. White served for eight years, from 2008 to 2016, as the Chairman, President and CEO of Jamba, Inc., where he successfully led the company turnaround and the transformation of Jamba Juice from a made-to-order smoothie shop to a healthy active lifestyle brand. Mr. White served as Board Chair of Jamba, Inc. from December 2010 until January 2016.

Prior to Jamba, Inc. Mr. White served as Senior Vice President and General Manager of Consumer Brands at Safeway, Inc. from 2005 to 2008.

Prior to Safeway, Mr. White served as Senior Vice President of Business Development, North America at Gillette from 2002 to 2005.

He also served in executive positions at Nestle Purina from 1987 to 2005, including Vice President, Customer Interface Group from 1999 to 2002.

Mr. White began his career at The Coca-Cola Company.
PARTICIPATION ON OTHER BOARDS

Mr. White is currently the chair of the Board of The Honest Company and a director of Affirm Holdings, Inc.

He is also a director of Schnuck Markets, Inc.

He served on the Boards of Daymon Worldwide, Inc. from 2010 until 2017 and was appointed as Board Chair in 2016, Panera Bread from 2016 until 2017 and Panera LLC/JAB from 2017 to 2021.

Mr. White also served on the Boards of Medallia, Inc., Callidus Software, Inc., Hillshire Brands Company and Keane Inc.
EDUCATION

Mr. White received a Bachelor of Science degree, with a major in marketing, from The University of Missouri and an MBA from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program and was a Stanford University Distinguished Careers Institute Fellow in 2018.
REASONS FOR NOMINATION
We believe Mr. White’s deep consumer industry background, coupled with broad operational and leadership experience as described above, make him well qualified to serve as a director.
 
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Executive Officers
The following table provides information regarding our executive officers, including their ages, as of the date of the Annual Meeting:
Name
Age
Position
Joseph E. Scalzo
64
President and Chief Executive Officer and Director
Shaun P. Mara
58
Chief Financial Officer
Jill Short Clark
54
Chief Customer Officer
Timothy R. Kraft
43
Chief Legal Officer, Corporate Secretary, Compliance Officer
Susan K. Hunsberger
60
Senior Vice President and Chief Human Resources Officer
David L. Wallis
59
Senior Vice President, Operations
Linda M. Zink
58
Chief Marketing Officer
Timothy A. Matthews
43
Vice President, Controller and Chief Accounting Officer
Mr. Scalzo’s biographical information is disclosed above under “Proposal One: Election of Directors.” Todd E. Cunfer resigned as our Chief Financial Officer effective October 27, 2022.
Shaun P. Mara
Age: 58
Chief Financial Officer
EXPERIENCE

Shaun P. Mara has served as the Company’s Chief Financial Officer since October 27, 2022.

Prior to that, Mr. Mara was our Senior Vice President of Strategy and Business Development from June 2019 until October 27, 2022.

Mr. Mara was Chief Financial Officer of Teasdale Latin Foods from November 2018 to March 2019, and an independent consultant providing financial and strategic business development services from January 2018 until October 2018.

From August 2014 to November 2017, Mr. Mara was the Chief Financial Officer and Chief Administrative Officer of Atkins Nutritionals, Inc., which combined with Conyers Park Acquisition Corp. in July 2017 to form the Company as a publicly traded company.

From 2010 until 2013 Mr. Mara was Chief Financial Officer of Dean Foods Company and Chief Financial Officer of Roofing Supply Company from August 2013 to July 2014.

Earlier in his career, Mr. Mara held senior financial positions with The Wm. Wrigley Jr. Company, Gillette and Staples, Inc. over a period of more than 20 years.
EDUCATION

Mr. Mara received a Bachelor of Science from Bentley University.
Jill Short Clark
Age: 54
Chief Customer Officer
EXPERIENCE

Jill Short Clark has served as our Chief Customer Officer since August 2017.

Ms. Short Clark joined Atkins in January 2008. From 2008 to 2014, she served as Regional Vice President, Sales for Atkins. From 2014 to 2015, she served as VP National Account Teams, and was promoted to and served as Senior Vice President, Sales, from September 2015 to August 2017.

Prior to joining Atkins, Ms. Short Clark served in various executive sales leadership roles for more than 20 years with increasing responsibility at Muscle Milk, Abbott Nutrition including the EAS brand, and Kraft Foods.
EDUCATION

Ms. Short Clark received a Bachelor of Applied Science from Florida State University.
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Timothy R. Kraft
Age: 43
Chief Legal Officer and Corporate Secretary
EXPERIENCE

Timothy R. Kraft has served as our Chief Legal Officer and Corporate Secretary since October 2019 and Compliance Officer from October 2019 to January 2022.

Mr. Kraft was our General Counsel, Corporate Secretary and Compliance Officer from June 2018 to October 2019.

Prior to joining us, Mr. Kraft served as General Counsel of the Green Chef Corporation (“Green Chef”), a high-growth, USDA-certified organic meal kit company offering premium meals tailored for those following specialized diets including vegan, gluten-free, keto and paleo, from April 2017 to December 2017.

Prior to Green Chef, Mr. Kraft served in various legal roles for Boulder Brands, Inc. (“Boulder Brands”), a publicly traded company with a portfolio of health-focused food brands, from 2009 through 2016, including as Chief Legal Officer and Corporate Secretary from December 2014 to January 2016.

After Boulder Brands was acquired by Pinnacle Foods in January 2016, Mr. Kraft remained with the company to lead the integration through the end of 2016.

Prior to joining Boulder Brands, Mr. Kraft was in private practice focusing on general corporate law and mergers and acquisitions in Milwaukee, Wisconsin.
EDUCATION

Mr. Kraft received a Juris Doctor from Marquette University Law School and a Bachelor of Arts from Truman State University.
Susan K. Hunsberger
Age: 60
Senior Vice President and Chief Human Resources Officer
EXPERIENCE

Susan K. Hunsberger has served as our Senior Vice President and Chief Human Resources Officer since July 2020.

Prior to joining Simply Good Foods, Ms. Hunsberger was a consultant with FCM, LLC, a private equity focused consulting firm, from February 2020 until July 2020.

From November 2018 to January 2020, Ms. Hunsberger took a sabbatical.

Prior to that, from January 2014 to October 2018, Ms. Hunsberger was the Chief Human Resources Officer at The ServiceMaster Company, LLC.

Ms. Hunsberger’s prior experience includes human resources roles with The Nielsen Corporation and GE Aviation.
EDUCATION

Ms. Hunsberger received a Bachelor of Science in Accounting and Personnel Management from Miami University and a Master’s Degree in Organization Development from Bowling Green State University.
David L. Wallis
Age: 59
Senior Vice President, Operations
EXPERIENCE

David L. Wallis has served as our Senior Vice President, Operations since March 2020. Prior to that, Mr. Wallis was the Principal and owner of BoCo Knowledge Group LLC, a consulting firm supporting clients with supply chain related engagements from August 2019 to March 2020.

Previously, from November 2014 to July 2019, Mr. Wallis was Vice President — Supply Chain for Boulder Brands.

Mr. Wallis was the Chief Operating Officer of Snikiddy LLC, a private “better for you” start-up snack food company from March 2009 to November 2014.

Prior to that, Mr. Wallis was a Senior Director and then Vice President at Conagra Foods, Inc. in the supply chain area.

Mr. Wallis also has experience at The Hain-Celestial Group, KPMG Consulting, The Clorox Company and Frito-Lay, Inc.
EDUCATION

Mr. Wallis has a Bachelor of Science, Packaging from Michigan State University and an MBA from the University of California at Berkeley.
 
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Linda M. Zink
Age: 58
Chief Marketing Officer
EXPERIENCE

Linda M. Zink has served as Chief Marketing Officer since May 2, 2022. Prior to that, Ms. Zink was Chief Marketing Officer of Quest from August 2020. A seasoned marketing executive, Ms. Zink began her career with Atkins Nutritionals, Inc. in 2013 and has been instrumental in developing new products and bringing them to market.

Previously, Ms. Zink was at WhiteWave Foods where she was responsible for developing and commercializing incremental and margin accretive platforms for both the existing Horizon Organic brand and other dairy based products, among other roles.

Prior to WhiteWave Foods, Ms. Zink held various positions at The Clorox Company, Bath & Body Works and The Kellogg Company.
EDUCATION

Ms. Zink holds a BBA in Marketing and an MBA from University of Michigan.
Timothy A. Matthews
Age: 43
Vice President, Controller and Chief Accounting Officer
EXPERIENCE

Timothy A. Matthews has served as our Vice President, Controller and Chief Accounting Officer since July 2017, and served in the same role at Atkins since November 2016.

Prior to joining Atkins, Mr. Matthews served as Corporate Controller of Gevo, Inc. from June 2014 to November 2016.

From May 2011 to June 2014, Mr. Matthews served as Senior Manager of Global Accounting and Consolidations at Molson Coors Brewing Company.

Mr. Matthews was Manager of Technical Accounting at Intermap Technologies from 2010 to 2011 and practiced with PricewaterhouseCoopers from 2003 to 2010.
EDUCATION

Mr. Matthews received an MBA from University of Denver and a Bachelor of Business Administration from St. Norbert College and is a Certified Public Accountant.
 
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the compensation of our named executive officers (“NEOs”) for fiscal year 2022. Our NEOs include our president and chief executive officer, our former chief financial officer, and our three most highly compensated executive officers for fiscal year 2022 other than our chief executive officer and chief financial officer. Additionally, for fiscal year 2022 our NEOs include C. Scott Parker, our former Chief Marketing Officer, Atkins. For fiscal year 2022, our NEOs were:
JOSEPH E.
SCALZO
TODD E.
CUNFER*
SUSAN K.
HUNSBERGER
TIMOTHY R.
KRAFT
LINDA M.
ZINK
C. SCOTT
PARKER**
President and Chief Executive Officer Former Chief Financial Officer SVP and Chief Human Resources Officer Chief Legal Officer, and Corporate Secretary Chief Marketing Officer Former Chief Marketing Officer, Atkins
Executive Summary
Our compensation program for our NEOs and other executive officers is designed to meet the following primary objectives:
Management Development and Continuity.
Attract, retain and motivate individuals of superior ability and managerial talent to develop, grow and manage our business by offering competitive compensation opportunities with both short-term and significant long-term components
Pay-for-Performance.
Align executive officer compensation with the achievement of our short- and long-term corporate strategies and business objectives, along with the long-term interests of our stockholders through the use of performance-based and variable compensation elements
Long-Term Focus on Stockholder Value.
Align executives with stockholder value creation by delivering a significant portion of our executive officers’ compensation in the form of equity-based awards that vest over multiple years
We believe compensation should be structured to ensure that a significant portion of the total compensation opportunity for our NEOs is directly related to our performance and other factors that directly and indirectly influence stockholder value. The Compensation Committee demonstrated its pay-for-performance philosophy and alignment of executive and stockholder interests in setting executive compensation by continuing to weight compensation toward performance-based pay.
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*
Mr. Todd E. Cunfer resigned as our Chief Financial Officer effective October 27, 2022. Effective, October 27, 2022, we appointed Shaun P. Mara to serve as our Chief Financial Officer.
**
Effective May 2, 2022, Mr. Parker transitioned to a non-executive officer strategic advisory role for the Atkins brand. Mr. Parker’s executive compensation is outlined further in the compensation tables beginning on page 52 below, but is otherwise not discussed with other NEOs except where noted.
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Strategic and Financial Highlights
In evaluating our overall executive compensation program and decisions, including payouts and awards under our pay-for-performance compensation programs, the Compensation Committee considered several factors, including the achievement of both strategic enterprise and financial objectives and our Company’s overall position in fiscal year 2022. Some specific highlights and key accomplishments considered by the Compensation Committee in its decision-making process included the following:
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Strong Results Despite Significant Inflationary Pressures
Despite the challenging inflationary environment, we, our suppliers and consumers faced throughout fiscal year 2022, we exceeded our financial plan as net sales grew 16.2% to $1,168.7 million as compared to fiscal year 2021. In addition, Simply Good Foods’ U.S. retail takeaway in measured and unmeasured channels increased 15.5% for fiscal year 2022 as compared to fiscal year 2021.
Our net sales were positively affected by price increases effective in the first and fourth quarters of fiscal year 2022. We believe these price increases and additional cost savings initiatives will enable us to continue to invest in projects that drive growth.
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Strong Cash Generation
Our asset-light, outsourced manufacturing business model continues to be a competitive advantage throughout difficult times. In fiscal year 2022, we generated steady cash flow from operations of $110.6 million. During the year, we paid down $50.0 million of our term loan debt and at the end of fiscal year 2022 the outstanding principal balance was $406.5 million. At the end of fiscal year 2022, we had cash and cash equivalents of $67.5 million and our trailing 12-month Net Debt to Adjusted EBITDA ratio was 1.4x*.
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Increasing Market Share in Attractive Nutritional Snacking Category
Our total Simply Good Foods market share within the total nutritional snacking category and its subsegments of active nutrition and weight management all increased in fiscal year 2022. Atkins and Quest each gained market share in their respective subcategories of weight management and active nutrition across the fiscal year. As a result, and as noted above, our retail takeaway in measured and unmeasured channels increased 15.5% for fiscal year 2022 as compared to fiscal year 2021, outpacing the nutritional snacking category growth of 14.7%. This is based on IRI Multi-outlet plus Convenience Stores (IRI-MULO+C store) retail takeaway data for measured channels and our internal data for unmeasured channels. Quest fiscal year 2022 retail takeaway in measured channels grew 32.3% as compared to fiscal year 2021, greater than the comparable growth for the active nutrition segment of 20.4%. Atkins similarly outperformed the weight management segment with total retail takeaway in measured channels up 3.2% in fiscal year 2022 compared to fiscal year 2021, while the comparable data for the weight management segment declined 2.4%.
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Supply Chain Excellence
Our supply chain team performed exceptionally well and customer service levels improved during fiscal year 2022, continuing our success with retail customers and consumers, while growing market share. Our team’s collaborative work with suppliers, contract manufacturers and distributors enabled us to service our retail and e-commerce customers despite a myriad of ongoing challenges.
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Robust Innovation
A portion of our sales is driven by new products, and we believe innovation is, and will continue to be, an important component of our business. In fiscal year 2022, we continued to build a robust pipeline of innovation with a smart mix of new product forms across both of our brands. These new products are now available, or will be available in fiscal year 2023, and we believe these new products position us for continued market share gains in fiscal year 2023 and beyond. We believe the diversification of our business across brands, product forms and retail channels provides us with multiple ways to win in the marketplace.
*
Net Debt to Adjusted EBITDA is a non-GAAP financial measure. Please refer to Annex II for an explanation and reconciliation of this non-GAAP financial measure.
 
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Fiscal Year 2021 Say-on-Pay Voting Results
At our annual meeting of stockholders in January 2022, we held our annual advisory vote to approve the compensation of our named executive officers (“say-on-pay”). The compensation of our named executive officers reported in our 2022 proxy statement was approved by 79.3% of the votes cast at the 2022 annual meeting of stockholders.
The Compensation Committee believes the vote for our 2022 say-on-pay proposal was largely affected by the “against” recommendation by one of the national proxy advisory firms. In conducting their analysis, the proxy advisory firm evaluated our fiscal year 2021 pay for performance alignment using our reported GAAP financial statements rather than considering accounting changes from the application of recently published SEC guidance. Our fiscal year 2021 GAAP financial performance was negatively affected by having to account for our previously outstanding privately issued warrants to purchase shares of our common stock (our “private warrants”) as a liability on our balance sheet that would be subject to mark-to-market revaluations. This change in GAAP accounting was in accordance with the updated SEC guidance issued in April 2021 regarding accounting and reporting considerations for warrants of special purpose acquisition companies.
As a result of having to treat the private warrants as a liability on our balance sheet in accordance with SEC guidance, we recorded non-cash expenses to reflect the increasing value of our common stock, which reduced our consolidated GAAP net income accordingly and negatively affected the calculation of various financial performance metrics used by the proxy advisory firm to inform the determination of our pay for performance alignment. While the proxy advisory firm noted our stockholder returns outperformed their identified benchmarks over a one- and three-year period, our financial performance was viewed as mixed, with improved revenue and cash flow but declines in net income and earnings per share, the latter two of which were directly and negatively affected by the private warrant accounting change driven by the updated SEC guidance discussed above. The proxy advisory firm and stockholders also noted the pay for performance alignment analysis was further negatively affected by the Compensation Committee’s determination to provide a one-time grant of time-vesting stock options to Mr. Scalzo in connection with the amendment of his employment agreement, as discussed in more detail below.
Prior to the 2022 annual meeting, members of our senior management and members of our Board met with many of our largest stockholders. In connection with this outreach, we contacted 15 of our top 20 largest stockholders representing approximately 55% of our common stock outstanding at that time. Company participants varied from meeting-to-meeting, but included our Vice President of Investor Relations, Chief Legal Officer, Chief Financial Officer, Board Chair and Chair of our Compensation Committee. During these telephonic and videoconference meetings, participants reviewed a variety of topics, with each meeting including a discussion regarding the compensation decisions for fiscal year 2021, which the Compensation Committee believes were well supported by the Company’s performance as demonstrated by strong financial results despite continued COVID-19 challenges (absent the effect of having to account for the private warrants as a liability), strong cash generation, increasing market share in the nutritional snacking category, our supply chain excellence during challenging times, and the completion of the integration of Quest Nutrition, LLC. Discussions also included the context of Mr. Scalzo’s employment agreement approaching the end of its stated five-year term. Given the Company’s performance and other relevant factors, including Mr. Scalzo’s leadership during the challenging COVID-19 operating environment, our Board determined it was in our and our stockholders’ best interests to extend Mr. Scalzo’s employment agreement.
Company management and members of the Board who participated in these discussions acknowledged the effect the one-time grant of stock options to Mr. Scalzo had on the proxy advisory firm’s recommendation. The participants noted this one-time grant was a principal inducement for Mr. Scalzo to delay his retirement and agree to the extension of his employment agreement’s term. The stock option grant was a key negotiation point for Mr. Scalzo, and the Compensation Committee and the full Board unanimously supported the stock option grant to recognize Mr. Scalzo’s significant performance and leadership and extension of service. We believe the effect of the private warrants on our fiscal year 2021 GAAP financial results and the award of a one-time, out-of-cycle grant of time-vesting stock options to Mr. Scalzo were unique to fiscal year 2021.
Nevertheless, after considering the 2022 annual meeting say-on-pay result, our Compensation Committee considered the results of this vote and responded accordingly. The Compensation Committee determined that following the amendment of Mr. Scalzo’s employment agreement in fiscal year 2021, which included the one-time grant of stock options, Mr. Scalzo’s equity-based awards would be in-line with our normal annual grant practices and Mr. Scalzo did not receive any one-time stock option grants in fiscal year 2022. The Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future modifications to our executive compensation programs and the compensation decisions for our named executive officers.
In addition, as part of its annual and regular review of our compensation program and related policies and guidelines, the Compensation Committee determined to adopt the recently updated guidance provided by proxy advisory firms to not include the “in-the-money” value of vested stock options when determining compliance with stock ownership guidelines. For more information on this modification, see “— Corporate Governance Policies — Stock Ownership Guidelines,” below.
 
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Key Features of Fiscal Year 2022 Executive Compensation Program
Our fiscal year 2022 executive compensation program continued to reflect our strong commitment to reward pay for performance and to align with, and continue to drive, stockholder value. Through our commitment to good governance, we continue the following practices:
Things We Do:
Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors.
Independent compensation consultant. The Compensation Committee retains an independent compensation consultant.
Assessment of compensation risk. The Compensation Committee assessed our compensation policies and programs and determined that our compensation policies and programs are unlikely to give rise to risks reasonably likely to have a material adverse effect on the Company.
Annual say-on-pay vote. We hold annual advisory say-on-pay votes to approve executive compensation and received support of 79.3% on this proposal at the 2022 Annual Meeting of Stockholders and responded in fiscal year 2022 with modifications to our executive compensation program.
Performance-based pay. The Compensation Committee focuses on paying our executives for their performance.
Use of multiple performance metrics. The Compensation Committee used two equally weighted performance measures for the 2022 annual short-term incentive bonus, which were designed to continue connecting executive compensation to overall company performance.
Stock Ownership. We require strong stock ownership for executive officers and directors under our stock ownership guidelines.
Clawback Policy. We have adopted an executive compensation “clawback” policy to recoup incentive compensation in certain situations.
What We Don’t Do:
No excise tax gross-ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control.
Ban on pledging. We do not allow our management or directors to pledge our stock to secure loans or other obligations.
Prohibition on hedging. We do not allow our management or directors to enter into derivative transactions in Company stock, including hedges.
No excessive executive benefit programs. We do not provide our management with pensions or any other enhanced benefit programs.
No repricings. Our equity plans do not allow repricing of stock option or stock appreciation rights without stockholder approval.
No excessive perquisites. Our management receives limited perquisites.
No tax gross-ups. We do not gross-up any elements of compensation for executive officers.
No stock options in stock ownership guidelines. Effective for fiscal year 2023, we do not consider stock options as a contribution of value to meet our stock ownership guidelines for executive officers and directors.
Compensation Administration and Independent Compensation Consultant
The Compensation Committee, and/or a Compensation Sub-Committee each comprised solely of independent directors (collectively, the “Compensation Committee”), determines the compensation of our executive officers and administers our equity incentive plan. The Compensation Committee is charged with, among other things, the responsibility of reviewing executive officer compensation policies and practices to ensure:

adherence to our compensation philosophy and objectives;

the total compensation paid to our executive officers is consistent with our performance; and

the total compensation is fair, reasonable and competitive with both public and private companies within our industry.
The Compensation Committee also reviews and approves our executive compensation programs and consults with an outside advisor to assist in compensation program design and to help develop specific program elements. The Compensation Committee also considers policy positions articulated or published by various proxy advisory firms in making its determinations of executive compensation. Executive compensation decisions are typically made by the Compensation Committee at its first regularly scheduled meeting of the fiscal year, normally held in October. This allows the Compensation Committee to have a good understanding of the prior fiscal year financial performance prior to making compensation decisions for the next year.
 
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Mr. Scalzo, our President and Chief Executive Officer, annually reviews the performance of each of our executive officers, other than himself, and, based on these reviews, makes recommendations to the Compensation Committee regarding salary adjustments, annual incentive bonus payments and long-term equity incentive awards. The Compensation Committee believes it is valuable to consider Mr. Scalzo’s recommendations with respect to these matters given his knowledge of our operations and the day-to-day responsibilities of our executive officers, and he is in a unique position to provide the Compensation Committee with insight into the performance of our executive officers in light of our business at a given point in time. While the Compensation Committee considers Mr. Scalzo’s reviews and recommendations, the Compensation Committee decides the compensation of our executive officers and also considers, among other things, Company and individual performance, peer group data, proxy adviser articulated policies, and recommendations from an independent compensation consultant, Mercer, as further described below.
The Compensation Committee has retained Mercer as its independent executive compensation consultant to advise the Compensation Committee with respect to our compensation programs for non-employee directors, executive officers, and senior executives. Mercer also assisted the Compensation Committee with the development of a peer group against which to evaluate our executive compensation levels and our proposed equity compensation program. Mercer has not provided, and is not expected to provide, advice or assistance to us in any areas other than executive compensation. In addition, the Compensation Committee considered the independence of Mercer in light of SEC rules and Nasdaq listing standards, which requires compensation committees to assess the independence of their compensation consultant, legal counsel and other advisors prior to receiving advice from them. The Compensation Committee has reviewed its and the Company’s relationships with Mercer and has not identified any conflicts of interest.
The Compensation Committee took the results of Mercer’s comparative analyses of our peer group (as described below), as well as the considerations provided by Mercer with respect to components and levels of compensation for our executive officers, under advisement in determining competitive market practice in our industry. The Compensation Committee considered the assessment of peer group market compensation, historical compensation levels, subjective assessments of individual performance and value to the Company, along with other subjective factors in establishing and approving the various elements of our executive compensation program for fiscal year 2022.
Peer Companies
We operate primarily in the highly competitive nutritional snacking and meal replacement segment of the food and beverage industry. Within this segment, we operate a unique “asset light” business model, where substantial operating activities, such as manufacturing, are outsourced. As a result, our management team is required to effectively select, oversee and scale the business over time with certain strategic partners. Our management team also must effectively manage our growth within a segment of the food and beverage industry that competes fiercely for manufacturing capacity at third party contract manufacturers. In many instances, we compete for manufacturing capacity against much larger and better-resourced companies. These factors make determining directly comparable information with respect to compensation information at “peer” companies challenging. Many “peer” companies operate different business models and have significantly different available resources or operate within different segments of the consumer packaged goods industry. Notwithstanding these challenges, with the assistance of Mercer, the Compensation Committee adopted a peer group in 2017, which was updated in January 2020 and updated again in January 2022. In January 2022, the Compensation Committee added Sovos Brands, Inc. and Utz Brands, Inc. to our peer group based on our screening criteria for companies in the consumer packaged goods industry with revenue and market capitalization comparable to ours. In the process of choosing companies for our peer group, Mercer and the Compensation Committee examined companies in the consumer staples and discretionary products space, with a particular emphasis on food and beverage companies, and took into account revenue size, market capitalization and net income margins. Whether companies listed us as a peer in their most recent proxy statement and whether proxy advisory firms considered a company as our peer was also considered.
Based on the recommendation of Mercer, the Compensation Committee sought to establish a peer group of between 12 and 18 companies in order to have a mix of companies that would provide meaningful compensation data.
 
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It is the intent of the Compensation Committee to review the peer group at least annually and make any adjustments to the list of peers that may be appropriate to recognize changes in performance, size and business scope and to adjust for any companies that have been acquired and no longer report compensation data. For fiscal year 2022, the 16 selected peer companies were as follows:
Fiscal Year 2022 Peer Companies
B&G Foods J&J Snack Foods Tootsie Roll Industries
BellRing Brands John B. Sanfilippo & Son USANA Health Sciences
Central Garden & Pet Company Lancaster Colony Utz Brands, Inc.
Edgewell Personal Care Company Sovos Brands, Inc. WD-40 Company
Hostess Brands The Boston Beer Company
Inter Parfums, Inc. The Hain Celestial Group
The Compensation Committee uses relevant compensation data from the annual total compensation study of peer companies to help inform its decisions regarding compensation elements, levels and opportunities. The Compensation Committee establishes targeted pay levels by role, taking into account the competitive peer data and factors such as business performance, individual performance, job responsibilities, individual skill sets and other relevant factors. The Compensation Committee generally targets compensation for the Company’s executive officers at the 50th percentile of the peer group, although the Compensation Committee reviews all relevant factors when determining executive compensation. The Compensation Committee uses peer company data as a guideline to inform its actions but does not benchmark compensation to any specific level of compensation of the peer companies.
Fiscal Year 2022 Compensation Elements & Philosophy
The objective of our compensation program is to provide a total compensation package to each named executive officer that will enable us to attract, motivate and retain outstanding individuals, reward NEOs for performance and align the financial interests of each NEO with the interests of our stockholders to encourage each NEO to contribute to our long-term performance and success. Our executive compensation philosophy is focused on “pay-for-performance,” which means results above or below our expectations may result in above- or below-market compensation outcomes in any given fiscal year.
Fixed
Variable
Base Salary
Benefits
Annual Cash Incentive
Equity Awards
Design & Purpose
To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience.
To provide attractive benefits that promote employee (and potentially family) health and wellness. Benefits are provided at a level that is the same or similar to all employees.
To motivate and reward the achievement of our annual performance, based on the attainment of pre-defined financial performance objectives.
To align executives’ interests with the interests of stockholders through equity-based compensation with performance-based and time-based vesting periods, and to promote the long-term retention of our executives and other key management personnel.
Base Salary
In October 2021, the Compensation Committee reviewed base salaries to ensure that they generally were competitive with market levels and generally reflected our level of financial performance during the previous year. No formulaic base salary increases are provided to our NEOs; however, annual salary increases are provided when the Compensation Committee determines that increases are warranted considering national salary increase levels, salary levels within companies in our peer group, individual performance, changes in scope of responsibilities and/or overall company performance. We pay base salaries to attract, recruit and retain qualified employees. The base salaries for the fiscal year ended August 27, 2022, for our NEOs consider the initial base amount set forth in the executive’s respective employment agreement, employment offer letter, or most recent base salary, as applicable, and the scope of the executive’s responsibilities, individual contributions, prior experience and sustained performance.
 
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The base salaries of our NEOs for fiscal year 2022 were as follows:
Named Executive Officer
Base Salary
at End of
Fiscal Year 2021
Base Salary
at End of
Fiscal Year 2022
Increase Over
Fiscal Year 2021
Base Salary
Joseph E. Scalzo $ 800,000 $ 824,000 3.0%
Todd E. Cunfer $ 460,000 $ 480,000 4.3%
Susan K. Hunsberger $ 386,000 $ 398,000 3.1%
Timothy R. Kraft $ 405,000 $ 421,000 4.0%
Linda M. Zink $ 345,000 $ 400,000 15.9%
C. Scott Parker $ 500,000 $ 515,000 3.0%
The increases in base salaries for our NEOs were effective as of January 1, 2022, except for Ms. Zink, who received one salary increase to $355,000 effective as of January 1, 2022, and a subsequent increase to $400,000 effective as of May 2, 2022, at the time of her promotion to Chief Marketing Officer for all our brands and the accompanying expansion of her executive responsibilities. Salary increases for each of our NEOs, except for Ms. Zink’s increase related to her promotion, were driven in large part by market adjustments to bring executive compensation more in line with companies in our peer group at the 50th percentile of our peer group, along with individual performance evaluations.
Annual Performance-Based Cash Incentive Compensation
Our NEOs are eligible to participate in our annual performance-based cash incentive plan. The Compensation Committee assigns each executive a target incentive, determined as a percentage of fiscal year-end base salary, based on competitive market data and the executive’s role and responsibilities. The annual financial objectives for payouts under the annual performance-based cash incentive plan and the final annual cash incentive award determinations are made by the Compensation Committee.
All of the NEOs participated in the annual performance-based cash incentive plan for the fiscal year ended August 27, 2022 (the “2022 Incentive Plan”). Actual incentive awards are determined as follows:
Payout Component:
Individual Incentive Dollar Target
x
Company Financial Performance
+
Individual Performance Adjustment
=
Final Payout
Allowable Range:
0% to 200%
± 25%
0% to 225%
The 2022 Incentive Plan applicable to the NEOs was based upon achievement of financial objectives, of which 50% was tied to the Company’s net sales and 50% was tied to Adjusted EBITDA for fiscal year 2022. In October 2021, the Compensation Committee established these metrics for the 2022 Incentive Plan. To determine an individual NEO’s 2022 Incentive Plan payout, the individual’s incentive dollar target is multiplied first by the Compensation Committee’s determination of the Company’s performance against the financial objectives which can range from 0% to 200%. The Compensation Committee thereafter has discretion to increase or decrease the payout amount by up to 25% based on the individual’s assessed performance against the individual’s business objective and contributions to the Company’s overall performance across a variety of commercial, administrative and operational objectives established by the Board.
Mr. Scalzo’s individual performance is evaluated by the Compensation Committee. Mr. Scalzo presents the Compensation Committee with recommendations for each of the other executive officers, including the other NEOs. Individual performance adjustments reflect Mr. Scalzo’s and the Compensation Committee’s evaluation of each executive’s business objective achievements and contributions to overall Company performance.
The table below sets forth the performance target and actual results for fiscal year 2022 with respect to the objective company performance goals established under the 2022 Incentive Plan:
Performance Factor
2022 Threshold
(in millions)
2022 Target
(in millions)
2022 Maximum
(in millions)
2022 Actual
(in millions)
2022 Actual
% of Target
(in millions)
Net Sales(1) $ 1,056.7 $ 1,106.7 $ 1,206.7 $ 1,170.2 105.7%
Adjusted EBITDA(2) $ 223.2 $ 231.8 $ 249.0 $ 234.3 101.1%
(1)
For purposes of the 2022 Incentive Plan, Net Sales is calculated using constant currencies for the full 2022 fiscal year.
 
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(2)
For purposes of the 2022 Incentive Plan, Adjusted EBITDA (earnings before interest, tax, depreciation and amortization) is calculated as net income before interest income, interest expense, income tax expense, depreciation and amortization with further adjustments to exclude the following items: stock-based compensation expense, integration costs, restructuring costs, gain or loss in fair value change of warrant liability, and other non-core expenses, using constant currencies through the 2022 fiscal year.
The following outlines the payout methodology in connection with the achievement of Company financial performance measures under the 2022 Incentive Plan. Percentage payouts between performance levels is determined by linear interpolation.
Payment Methodology — Net Sales and Adjusted EBITDA
Payment Levels as a Percent of Target
Performance Factor
0%
50%
100%
150%
200%
Net Sales <95% 95% 100% 105% 109%
Adjusted EBITDA <96% 96% 100% 104% 107%
Total Company performance achieved on financial metrics was 139%. The individual payments for our NEOs ranged from 135% to 145% of target. Each named executive officer’s target incentive (expressed as a percentage of base salary and as a dollar amount) and 2022 award amounts are set forth in the table below.
Name
Base
Salary at
Fiscal
Year-End
($)
Target
Incentive (as
Percentage of
Base
Salary)
(%)
Target
Incentive
($)
Performance
Factors and
Weighting
Company
Financial
Performance
(%)
Final
Payout
Including
Performance
Adjustment
(%)(1)
2022
Final
Award
($)(1)
Joseph E. Scalzo $ 824,000 100% $ 824,000
Net Sales – 50%
Adjusted EBITDA – 50%
139% 135% $ 1,112,000
Todd E. Cunfer $ 480,000 70% $ 336,000
Net Sales – 50%
Adjusted EBITDA – 50%
139% 135% $ 454,000
Susan K. Hunsberger $ 398,000 60% $ 238,800
Net Sales – 50%
Adjusted EBITDA – 50%
139% 135% $ 322,000
Timothy R. Kraft $ 421,000 60% $ 252,600
Net Sales – 50%
Adjusted EBITDA – 50%
139% 135% $ 341,000
Linda M. Zink(2) $ 400,000 55% $ 206,667
Net Sales – 50%
Adjusted EBITDA – 50%
139% 145% $ 300,000
C. Scott Parker $ 515,000 60% $ 309,000
Net Sales – 50%
Adjusted EBITDA – 50%
139% 135% $ 417,000
(1)
The Compensation Committee adjusted the final payout for each named executive officer at its discretion.

Mr. Scalzo requested and received a reduction for his and each other named executive officer except Ms. Zink to allow for greater discretionary payouts for other employees.

Ms. Zink received 145% of her target to reflect her contributions to increasing revenue growth and innovation for our Quest brand.
(2)
Ms. Zink’s Target Incentive was prorated due to being promoted to Chief Marketing Officer on May 2, 2022.
Long-Term Equity Incentive Compensation
We provide equity-based long-term incentive compensation to our NEOs to link long-term results with our stockholders’ interests, to promote the long-term retention of our executives and key management personnel, and to ensure our NEOs have a continuing stake in our long-term success. We grant equity incentive awards to our NEOs in conjunction with the applicable named executive officer’s initial hire, and at other times at the discretion of the Compensation Committee, and we have implemented a practice to grant annual equity awards after the close of the fiscal year on or around the first week of November. Our award grant date and vesting date each year follows the public release of our full fiscal year earnings for the preceding fiscal year.
The Compensation Committee believes in a balanced approach to long-term incentive compensation. Under our equity-based long-term incentive program (the “LTI Program”) for fiscal year 2022, we granted our executive officers three types of awards: performance stock units (“PSUs”), time-based stock options (“stock options”), and time-based restricted stock units
 
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(“RSUs”). Based on a review of market data and recommendations from Mercer, each named executive officer has a targeted aggregate dollar value for awards under the LTI Program, which is allocated among the awards as outlined below. The Compensation Committee uses grants of equity awards to further our objective of a pay-for-performance compensation program to tie executive compensation to the achievement of our longer-term corporate strategies and business objectives and to the long-term interests of our stockholders.
The table below outlines the mix of equity awards granted to our NEOs in fiscal year 2022:
Award Type
Fiscal Year 2022
Allocation Percentage
Alignment to Stockholder Interests
PSUs
50%
Vesting depends on our performance at the end of a three-year performance period if specified relative total shareholder return (“TSR”) metrics are met
Stock Options
25%
Value of award depends on the appreciation of our stock price
RSUs
25%
Value of award depends on our common stock price
PSUs.   Each PSU represents the contingent right to receive one share of our common stock upon vesting. The PSUs vest at the end of a three-year performance period as follows:
Three-Year Performance Period Ending August 31, 2024
Performance Criteria:   Relative TSR measured for the Company and each company in the Russell 3000 Food &
Beverage index using the immediately preceding 30-day average share price at the beginning and end of the
Performance Period:
Amount of
PSUs Vesting
Less than 25th percentile 0%
25th percentile 25%
50th percentile 100%
75th percentile 200%
Promptly following the completion of the Performance Period (and no later than sixty (60) days), the Compensation Committee will review and certify (a) what percentile rank of relative TSR has been achieved, and (b) the number of PSUs each named executive officer has earned. Relative TSR will be measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the Performance Period, with the beginning measurement starting on the first day of the Performance Period and the ending measurement ending on the last day of the Performance Period. Companies in the Russell 3000 Food & Beverage index that are acquired during the Performance Period will not be included in the Performance Period end date measurement and no substitutions will be made. Achievement between the stated percentages will be interpolated on a straight-line basis.
Stock Options.   The value of stock options is based on stock price appreciation after the grant date. Stock option grants have a 10-year term and generally vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The exercise price equals our closing stock price on the date of grant.
Restricted Stock Units.   Each RSU represents the right to receive one share of our common stock upon vesting, provided that the recipient remains employed with us through each vesting date. The RSUs generally vest in three substantially equal annual installments beginning on the first anniversary of the grant date, except as noted in the section entitled “— Potential Payments Upon Termination or Change in Control — Executive Severance Plan,” below, with respect to vesting upon a Change in Control with Termination.
Fiscal Year 2022 PSU Vestings.   In November 2019, we granted our PSUs to our NEOs with performance criteria consisting of relative TSR measured for the Company and each company in the Russell 3000 Food & Beverage index, and these PSUs vested at 78.1% of target on November 8, 2022, because we achieved the percentile rank of 42.7%. Relative TSR was calculated using the immediately preceding 30-day average share price at the beginning and end of the Performance Period. The vesting schedule for these PSUs at the end of the three-year period was follows: 25% would vest on November 8, 2022 if we achieved the 25th percentile of relative TSR, 100% would vest on November 8, 2022 if we achieved the 50th percentile of relative TSR, and 200% would vest on November 8, 2022 if we achieved the 75th percentile of relative TSR. Achievement between the stated percentages was interpolated on a straight-line basis.
 
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Fiscal Year 2022 Awards.   The equity awards granted to our NEOs in fiscal year 2022 were as follows:
Name
Time-Based
Stock Options (#)
PSUs at Maximum
Vesting (#)
RSUs (#)
Joseph E. Scalzo 36,231 38,200 13,732
Todd E. Cunfer 9,469 9,984 3,589
Susan K. Hunsberger 6,357 6,702 2,409
Timothy R. Kraft 6,669 7,032 2,528
Linda M. Zink(1) 4,261 4,492 6,577
C. Scott Parker 8,234 8,682 3,121
(1)
On May 2, 2022, the Compensation Committee granted Ms. Zink 4,962 RSUs included in the total above, in connection with her promotion to Chief Marketing Officer effective as of the same date.
Benefits and Perquisites
We offer health and welfare benefits and life insurance to our NEOs on the same basis that these benefits are offered to other eligible employees. Also, our NEOs participate in our 401(k) on the same basis as other eligible employees.
We offer limited perquisites to our NEOs. During fiscal year 2022, we provided supplemental life and disability insurance to our NEOs and a commuting allowance, not grossed-up for taxes, that ended in 2022 to Ms. Hunsberger and Mr. Parker and was part of their negotiated sign-on arrangements. For additional information, see “— Summary Compensation Table” below.
Employment Arrangements
Mr. Scalzo’s Employment Agreement.
We entered into an amended and restated employment agreement with Mr. Scalzo, dated July 7, 2017, which was further amended October 16, 2019, and August 13, 2021. The initial term of the agreement was five years, but pursuant to the August 2021 amendment, the initial term of the agreement was extended to six years, such that the initial term of the agreement will terminate on July 7, 2023, and thereafter, the term automatically renews for additional one-year periods, unless either party provides 90 days’ written notice of non-renewal. The agreement provided Mr. Scalzo with an initial base salary of $715,000, subject to increase (but not decrease) in the discretion of the Board of Directors. In addition, under the agreement as currently amended, Mr. Scalzo is entitled to, among other things:

a target annual cash incentive award opportunity equal to 100% of base salary for fiscal year 2018 and each year thereafter;

the opportunity to receive equity and other long-term incentive awards, as determined in the Board’s discretion;

eligibility to participate in the employee benefit plans, programs and policies maintained by us for our senior executives generally, in accordance with the terms and conditions thereof as in effect from time to time; and

upon his retirement, Mr. Scalzo’s incentive equity awards will have continued vesting for all awards granted (A) at least one year preceding his retirement for awards made prior to September 1, 2022 and (B) at least six months preceding his retirement for awards made on or after September 1, 2022.
Upon the occurrence of a Change in Control of the Company, any outstanding unvested incentive equity awards held by Mr. Scalzo will be entitled to accelerated vesting only if Mr. Scalzo also experiences a Qualifying Termination (as defined in the agreement) within 12 months following the Change in Control, subject to Mr. Scalzo’s executing and not revoking the release required by the terms of the agreement.
The agreement subjects Mr. Scalzo to certain restrictive covenants, including perpetual confidentiality and mutual non-disparagement, assignment of inventions and non-competition and non-solicitation during the employment term and for 24 months post employment.
For additional information on benefits Mr. Scalzo will receive upon his retirement or a Change in Control, please see “Potential Payments Upon Termination or Change in Control  —  CEO Severance and Change in Control Benefits,” below.
 
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Other Employment Letters.
Other than Mr. Scalzo, none of the NEOs have an employment agreement. Each of the NEOs other than Mr. Scalzo participate in The Simply Good Foods Company Executive Severance Plan (the “Executive Severance Plan”). See “Potential Payments Upon Termination or Change in Control” for a description of the Executive Severance Plan. At the time of their respective hire dates, we entered into employment letters with each of Messrs. Cunfer, Kraft, Parker and Mses. Hunsberger and Zink. Each of these NEOs’ employment is “at will,” and the employment letter does not include a specific term. The employment letters set forth an initial base salary and provide for increases from time to time by the Board. Each NEO is eligible for an annual cash incentive award, with a target amount set as a percentage of their base salary and the actual amount based upon the achievement of performance goals established by the Compensation Committee from time to time. The employment letters provide that each NEO is eligible to participate in the employee benefit plans, programs and policies maintained by us from time to time.
Review of Risk in our Compensation Programs
We have reviewed our compensation policies and practices for our employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on our Company. We reviewed our conclusion with our Compensation Committee, which believes that the mix and design of the elements of our compensation program are appropriate and encourage executive officers and key employees to strive to achieve goals that benefit the Company over the long term. We believe the following features of our compensation programs help mitigate risks.

The Compensation Committee uses an independent compensation consultant to advise the Compensation Committee on executive compensation decisions.

Executive officers are subject to minimum stock ownership guidelines.

Our Insider Trading Policy prohibits officers, directors and other employees (i) from entering into hedging or monetization transactions or similar arrangements with respect to our securities and (ii) pledging our securities.

Our incentive compensation clawback policy permits the Company to recoup incentive compensation paid on the basis of financial results that are subsequently restated or because of financial or reputational harm to the Company.

The Compensation Committee absent intervening events such as those related to merger and acquisition activities, typically approves short-term incentive program goals at the start of the fiscal year and approves the performance achievement levels and final payments at the end of the fiscal year.

The short-term incentive program payouts are capped.

We use a mix of cash and equity incentive programs.