Traeger, Inc PRE 14A, filed Apr 12, 2024
Traeger, Inc. (COOK)
PRE 14A
2024-04-12
For: 2024-06-11
View Original
Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 |
Traeger, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | 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. | |
PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION, DATED APRIL 12, 2024
TRAEGER, INC.
533 SOUTH 400 WEST
SALT LAKE CITY, UTAH 84101
[ ], 2024
Fellow Stockholders,
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc. at 1:00
p.m. Mountain Time, on Tuesday, June 11, 2024. The Annual Meeting will be a completely virtual meeting, which will be
conducted via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual
Meeting. Please see the section entitled “Who can attend the Annual Meeting?” on pages 58-59 of the proxy statement for
more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the
Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you
received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed
envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet
Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have
received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to
attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
At the heart of our brand is a passionate and engaged community called the Traegerhood, which includes everyone from
casual grillers to competition pitmasters and professional chefs. We believe our potential market opportunity is significant
and that our ability to grow within the outdoor grill market is unrivaled. We see opportunities to meaningfully increase
awareness of the Traeger brand and to expand our integrated, connected cooking platform with new types of technologies
and experiences. Together with the Traegerhood, we are disrupting home cooking.
In 2023, we made significant progress in the face of a challenging industry environment. Our efforts to rightsize
inventories and to drive Adjusted EBITDA through gross margin expansion and expense discipline have put Traeger in a
materially improved financial position. Moreover, we continued to make progress on our long-term growth initiatives in
2023, including product innovation with the introduction of our new Ironwood and Ironwood XL grills, our entrance into the
griddle category and the launch of MEATER 2 Plus.
Your Board continues to play a key role in overseeing this transformation of our business. This year, we engaged in a
comprehensive evaluation process to identify areas of improvement, engage in ongoing director education, and ensure
that our Board is functioning effectively in overseeing management as it continues to execute against our strategic pillars.
We believe our employees are the foundation of our success and work to provide them with a world-class experience
through competitive compensation; comprehensive benefits and retirement plans; a flexible workplace policy; health and
safety training programs; and job skills, compliance, and leadership trainings. We are proud of the strides we continue to
make towards our environmental, social, and governance ("ESG") goals to create an even more sustainable way of
bringing people together to create a more flavorful world.
Our confidence in the long-term potential of our brand remains as high as ever. On behalf of our Board of Directors and
the Traegerhood, thank you for your continued trust and support in Traeger, and we look forward to seeing you at the
meeting.
Sincerely,
Jeremy Andrus Raul Alvarez
CEO and Chairman of the Board Lead Independent Director
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
MEETING DETAILS
 |  |  |
DATE Tuesday, June 11, 2024 | TIME 1:00 p.m. Mountain Time | PLACE Virtually Online |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc., a Delaware corporation (the “Company”), will
be held at 1:00 p.m. Mountain Time on Tuesday, June 11, 2024. The Annual Meeting will be a completely virtual meeting,
which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions
during the meeting by visiting www.virtualshareholdermeeting.com/COOK2024 and entering your 16-digit control number
included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that
accompanied your proxy materials.
THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING
PURPOSES:
1 | Elect Raul Alvarez, James Ho, and Wayne Marino as Class III directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successor shall have been duly elected and qualified; |
2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
3 | Approve an amendment to our Amended and Restated Certificate of Incorporation in order to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law (the "DGCL"); and |
4 | Transact any other business as may properly come before Annual Meeting or any continuation, adjournment or postponement thereof. |
Holders of record of our common stock as of the close of business on April 15, 2024 are entitled to notice of and to vote at
the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such
stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a
purpose germane to the meeting during ordinary business hours at the Company’s principal executive offices. The
Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the
Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan
to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the
Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and
mail the proxy card in the enclosed return envelope.
Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of
further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you
desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors,
Courtland Astill
General Counsel
Salt Lake City, Utah
[__], 2024
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. | ||
| Notice of Annual Meeting of Stockholders |
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements
include all statements other than statements of historical fact, including but not limited to statements regarding our goals,
commitments, strategies, including with respect to environmental, social, and governance (“ESG”) and our executive
compensation program. Additionally, our disclosures, including our ESG disclosures, are subject to various
considerations, including responding to various evolving standards and stakeholder expectations. Therefore, our
disclosures, including our ESG disclosures, are not necessarily material for SEC reporting purposes. More information,
regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein,
may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the
SEC on March 8, 2024, and in our subsequent filings with the SEC.
For the avoidance of doubt, neither the documents nor website references in this proxy statement, nor the materials
accessible by such references, are hereby incorporated by reference absent explicit language to the contrary.
| Traeger, Inc. 533 South 400 West Salt Lake City, UT 84101 |
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the Board of Directors of Traeger, Inc. of proxies to
be voted at our Annual Meeting of Stockholders to be held on Tuesday, June 11, 2024 (the “Annual Meeting”), at 1:00
p.m., Mountain Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting
will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual
Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/COOK2024
and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy
card or on the instructions that accompanied your proxy materials.
Holders of record of shares of our common stock, par value $0.0001 per share (the “Common Stock”), as of the close of
business on April 15, 2024 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any
continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were [ ] shares of
Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one
vote on any matter presented to stockholders at the Annual Meeting.
This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2023 (the
“2023 Annual Report”) will be released on or about [ ], 2024 to our stockholders as of the Record Date.
In this proxy statement, “Traeger”, the “Company”, “we”, “us”, and “our” refer to Traeger, Inc.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER
MEETING TO BE HELD ON TUESDAY, JUNE 11, 2024
This proxy statement and our 2023 Annual Report to Stockholders are available at www.proxyvote.com.
INFORMATION ABOUT THIS PROXY STATEMENT
Why you received this proxy statement.
You are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at
the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of
the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.
Notice of Internet Availability of Proxy Materials.
As permitted by SEC rules, Traeger is making this proxy statement and its 2023 Annual Report available to its
stockholders electronically via the Internet. On or about [ ], 2024, we intend to mail to our stockholders a Notice of
Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement
and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy
of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to
access and review all of the important information contained in the proxy statement and 2023 Annual Report. The Internet
Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail
TRAEGER, INC. | 1 | 2024 Proxy Statement |
and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such
materials contained on the Internet Notice.
Printed Copies of Our Proxy Materials.
If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the
proxy card included in the materials.
Householding.
The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our
stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take
advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an
address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to
deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at
the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of
the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge,
Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future
proxy materials for your household, please contact Broadridge at the above phone number or address.
| Proxy Statement |
TRAEGER, INC. | 2 | 2024 Proxy Statement |
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of
the information that you should consider, and you should read the entire proxy statement carefully before voting. We
know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the
stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your
shares in accordance with their best judgment.
VOTING MATTERS AND BOARD RECOMMENDATIONS
Proposals | Recommendation | Page | ||
1 | Elect three Class III Directors for a three-year term; and | FOR each Director Nominee | ||
2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | FOR | ||
3 | Approve an amendment to our Amended and Restated Certificate of Incorporation in order to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the DGCL. | FOR | ||
WAYS TO VOTE
BY INTERNET, BEFORE AND DURING THE MEETING Before the meeting (prior to 11:59 p.m. Eastern Time, June 10, 2024), you can vote online at: www.proxyvote.com During the meeting, you can vote online by logging into the virtual annual meeting website using your 16-digit control number: www.virtualshareholdermeeting.com/COOK2024 | BY PHONE, BEFORE THE MEETING Before the meeting (prior to 11:59 p.m. Eastern Time, June 10, 2024), you can vote by telephone by calling 1-800-690-6903 |
BY MAIL, BEFORE THE MEETING Before the meeting, mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope. To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote prior to the meeting via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 10, 2024. Stockholders may revoke their proxies at the times and in the manner described on page 62 of this proxy statement. |
TRAEGER, INC. | 3 | 2024 Proxy Statement |
MEETING DETAILS
| | |
DATE Tuesday, June 11, 2024 | TIME 1:00 p.m. Mountain Time | PLACE www.virtualshareholdermeeting.com/ COOK2024 |
DIRECTOR SNAPSHOT
Committees | ||||||
Name | Age | Director Since | Position | Audit | Compensation | Nominating and Corporate Governance |
Class I Directors (terms to expire at the 2025 Annual Meeting) | ||||||
Jeremy Andrus | 52 | 2014 | CEO and Chairman of the Board | |||
Wendy A. Beck | 59 | 2021 | Director | X | X | |
Daniel James | 59 | 2014 | Director | |||
Elizabeth C. Lempres | 63 | 2021 | Director | Chairperson | ||
Class II Directors (terms to expire at the 2026 Annual Meeting) | ||||||
Martin Eltrich | 51 | 2017 | Director | |||
James Manges | 47 | 2013 | Director | |||
Harjit Shoan | 49 | 2017 | Director | |||
Steven Richman | 64 | 2022 | Director | X | ||
Class III Directors (subsequent terms to expire at the 2027 Annual Meeting if elected at the 2024 Annual Meeting) | ||||||
Raul Alvarez | 68 | 2018 | Director | X | Chairperson | |
James Ho | 46 | 2017 | Director | X | ||
Wayne Marino | 63 | 2014 | Director | Chairperson | X | |
| Proxy Summary |
TRAEGER, INC. | 4 | 2024 Proxy Statement |
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE
At Traeger, we understand that our ongoing commitment to environmental, social, and governance ("ESG") principles
plays an important role in establishing ourselves as a global leader in outdoor cooking. Our Board of Directors remains
dedicated to overseeing the integration of ESG principles into our corporate strategy. The Nominating and Corporate
Governance Committee of our Board (the “Nominating and Corporate Governance Committee”) oversees our ESG
strategy, including environmental (including climate and natural capital) stewardship, human capital management, human
rights, and other such matters of significance to certain of the Company’s stakeholders. Various members of
management have roles in implementing and acting on Traeger's ESG strategy, including initiatives related to their own
area of oversight; however, primary oversight for ESG matters, including compliance with evolving ESG regulatory
requirements, sits with our General Counsel. We are proud of the strides we continue to make towards our ESG goals to
create an even more sustainable way of bringing people together to create a more flavorful world.
 | ENVIRONMENTAL SUSTAINABILITY |
Sustainable Wood Sourcing:
Traeger is committed to responsibly sourcing wood pellet products and materials, both in Traeger’s wholly owned and
third-party operated facilities. To support Traeger’s sustainable wood sourcing efforts, we work with our raw material
suppliers and pellet mills to adhere to the following sustainable wood sourcing principles:
1.Avoid sourcing raw wood materials from high-risk areas that engage in controversial sourcing practices including
illegally harvested wood, wood harvested in violation of human rights, and wood from forests in which high
conservation values are threatened by management activities.
2.Work to increase the amount of recycled wood materials sourced for Traeger’s wood pellets, including pre-
industrial (e.g. mill sawdust, offcuts) and post-industrial (e.g. wood barrels) byproducts of wood production.
3.For non-recycled wood sources, gradually increase the use of raw wood materials certified by accredited third-
party forest certifications schemes such as the Forest Stewardship Council when feasible.
4.Evaluate ESG stewardship and performance of our raw wood suppliers for compliance with our Sustainable
Wood Sourcing Policy and Vendor & Supplier Code of Conduct.
Our full Sustainable Wood Sourcing Policy is available at: https://investors.traeger.com/governance/governance-
documents/default.aspx.
Refurbish, Reuse, Recycle.
At Traeger, we recognize that the reduction of waste is a key aspect to enhancing the overall sustainability of our
operations and value chain. That is why we take steps to reduce waste in our own operations where possible, by looking
for opportunities to reduce waste associated with the lifecycle of our products. Traeger intentionally designs products to
make servicing and repairs accessible to customers and dealers. For example, we design user accessible service panels
that give users a way to access components that need repair or replacement. Additionally, we provide service parts for
sale including instructions written for a general audience, and we provide physical and digital assets to address
TRAEGER, INC. | 5 | 2024 Proxy Statement |
customer’s frequently asked questions, assembly, and repair instruction to contribute to our position on our customer’s
“right to repair.”
This also extends to replacement parts. We do not require customers to pay to ship a grill back for us to fix it or to use one
of our certified service dealers. We ship parts to customers at no cost if the product is under warranty (https://
www.traeger.com/service-warranty) and then make parts available for a time to purchase for repairs. We also make an
effort to get back high value parts, such as wifi controllers and induction burners, to refurbish and redeploy for warranty
parts instead of relying solely on new products.
However, we recognize that all good things, including our grills, must eventually come to an end. The majority of the grill
products in our portfolio, are manufactured from materials that can be recycled at end of life. For example, grill bodies
consist primarily of ferrous materials that are 100% recyclable. Additionally, much of the packaging for our products is
recyclable as well. Traeger utilizes corrugated & paperboard product packaging whenever possible, with only a handful of
exceptions for special use cases. New grill and accessory packaging designs utilize curbside recyclable materials, and we
are working on multiple initiatives to improve existing designs with the ultimate goal of eliminating single use/non-
recyclable packaging materials from our portfolio.
HQ Office Sustainability Initiatives
Traeger opened its new headquarters in downtown Salt Lake City, Utah in 2023. By opting to adapt and reuse an existing
building as our new headquarters, we have not only conserved resources but also diverted waste from the landfill,
embodying the principles of reduce, reuse, and recycle. The building incorporates state-of-the-art insulation, including
spray foam, along with a thermoplastic polyolefin (TPO) roofing system to reduce energy costs and enhance energy
efficiency. Our facility is illuminated with 100% LED lighting, lasting up to 25 times longer than traditional options and
featuring daylight harvesting technology for further energy savings. Additionally, we utilized more eco-friendly materials
like recyclable PET plastic for acoustical wall treatments and carpets with post-industrial and post-consumer recycled
content. We also utilized sustainable landscaping techniques, like planted swales in the parking lot and a focus on existing
and drought-tolerant vegetation, which not only beautify the landscape but also help with water management.
We have also prioritized sustainability in our day-to-day operations. On-site amenities like bike storage and recycling
stations help to improve our and our employees’ environmental footprint.
 | TAKING CARE OF OUR PEOPLE |
At Traeger, we’re a team of disruptors, innovators, problem solvers, and food fanatics who are dedicated to bringing
people together to create a more flavorful world. We believe our employees are the foundation of our success and we
work to provide them with a world-class experience through competitive compensation; comprehensive benefits and
retirement plans; a flexible workplace policy; health and safety training programs; and job skills, compliance, and
leadership trainings. In January 2023, we received the Great Place to Work® Certification, with 82% of our participating
employees reporting Traeger as a great place to work. We are proud of this and continue to demonstrate our commitment
to our employees in numerous ways, including:
a.Promoting equal employment opportunities in all our operations, which begins with the employee recruiting
process and continues throughout our employees’ relationship with the Company.
| Our Environmental, Social and Governance Journey |
TRAEGER, INC. | 6 | 2024 Proxy Statement |
b.Providing eligible employees with Company subsidized medical, dental, vision, life, short-term and long-term
disability insurance plans, as well as providing employees with free Tava mental health therapy, and Unum work
life balance services.
c.Maintaining parental leave and unlimited PTO policies for eligible employees to help employees balance work,
family, and life.
d.Encouraging employees to take vacation by providing Donde travel benefits to eligible employees which includes
a company matched vacation savings account.
e.Monitoring employee engagement through quarterly surveys, providing feedback on subjects including safety,
communications, performance management, development opportunities, respect and recognition and
management support.
f.Continuing to provide developmental opportunities to help our eligible employees build the skills necessary to
reach their career goals, including on the job training, tuition reimbursement, online learning, professional
memberships, and leadership and management training.
 | DIVERSITY, EQUITY AND INCLUSION |
At Traeger, inclusion, equity, and diversity mean welcoming everyone to our table. We embrace and encourage our
employees’ differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language,
national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status,
veteran status, and other characteristics that make our employees unique. Traeger’s diversity initiatives, as well as our
formal Diversity Equity and Inclusion Policy, codifies these values and our commitment to a diverse and inclusive culture.
Moreover, we facilitate ongoing dialogue and education through discussions, events for various heritage and history
months, and microlearning opportunities throughout the year, fostering an inclusive environment where all voices are
valued and respected. Our Board is regularly kept apprised of these engagement efforts, initiatives, and commitments.
 | HUMAN RIGHTS |
We are committed to protecting human rights and the integrity and dignity of all those involved in manufacturing our
products. Traeger is committed to implementing policies and practices informed by international human rights standards,
such as the International Labour Organization’s ("ILO") Declaration on Fundamental Principles and Rights at Work.
Traeger monitors its supply chain risks continuously to identify current global events and geopolitical developments that
could impact our risk exposure. Traeger manages these supply train risks through its Responsible Sourcing Program,
discussed further below.
Our Environmental, Social and Governance Journey | |
TRAEGER, INC. | 7 | 2024 Proxy Statement |
 | RESPONSIBLE SOURCING |
Pre-Sourcing Due Diligence:
Prior to signing manufacturing services agreements with potential production partners, Traeger conducts due diligence
through various reviews and third-party tools to assess whether suppliers:
a.Are included on any sanctions or watchlist;
b.Have a history of safe working conditions that comply with local laws;
c.Are the subject of any pending investigations related to forced labor, worker abuse, or otherwise; and
d.Meet Traeger’s minimum standards of care related to responsible business practices and forced labor.
Vendor & Supplier Code of Conduct:
Traeger communicates its compliance requirements to suppliers through its Vendor & Supplier Code of Conduct. Traeger
requires all of its contract manufacturers to agree to adhere to this Vendor & Supplier Code of Conduct through a formal
written acknowledgement. Our Vendor & Supplier Code of Conduct includes provisions on wage and benefits, working
hours, non‑discrimination, freedom of association, and health and safety, as well as prohibitions on harassment, abuse,
and other impermissible labor practices such as forced labor, human trafficking, child labor. Our Vendor & Supplier Code
of Conduct also includes certain protections for migrant workers, including prohibiting the payment of recruitment‑related
fees and any requirement to hand over passports or other identification documents. We require our contract manufactures
to communicate these Vendor & Supplier Code of Conduct requirements to their sub-suppliers. The Vendor & Supplier
Code of Conduct also includes a process for workers to report any violations or grievances directly to Traeger.
As discussed above, Traeger also maintains a sustainable wood sourcing policy, with additional considerations for our
wood products supply chain.
Auditing & Reporting Channels:
As part of Traeger’s Responsible Sourcing Program, the Company implements a risk-based audit program that considers
the factory’s risk profile to determine the need for an audit or alternative performance verification tool. We use a third-party
audit management firm to assess supplier compliance and to conduct quality control checks on audits performed,
promoting the independence and impartiality of the audit process. The annual on-site audits and inspections cover factory
management practices including recruitment fees, treatment of migrant workers, business relationships with labor brokers,
and factory staff training. Our supplier audits also assess environmental considerations, such as environmental
management programs, environmental permits and approvals, air emissions, wastewater, and hazardous and non-
hazardous waste management, and social considerations, including health and safety, forced labor, human trafficking,
and child labor. Depending on the audit grade of an individual supplier, the program is designed to re‑audit suppliers every
1 or 2 years.
In addition, Traeger requires all of its suppliers to maintain an anonymous grievance mechanism for workers to report
violations and/or concerns related to management practices. As a secondary control in case factory management is
unresponsive to worker reports, Traeger provides a whistleblower hotline for workers to report violations and/or concerns
directly to Traeger via phone, email, or online. Workers employed directly by Traeger can report grievances through a
direct reporting channel managed by Traeger’s Legal department.
| Our Environmental, Social and Governance Journey |
TRAEGER, INC. | 8 | 2024 Proxy Statement |
Traeger requires its suppliers to correct compliance issues identified in audits, including those identified during pre-
sourcing due diligence, with correction plans and timelines dependent on the relative severity of the issues in question.
While no issues related to modern slavery or human rights violations have been identified in our supply chain in 2023, we
remain vigilant and committed to protecting our supply chain workers.
Training Activities:
Key internal departments are trained on Traeger’s obligations relating to the prevention of forced labor and human
trafficking. Internal trainings are performed in-person and virtually and include information on how to use Traeger’s
grievance channel to report issues related to labor abuse. Traeger conducts supplier trainings that cover our Supplier
Code of Conduct compliance expectations, including forced labor and human trafficking, freedom of association and anti-
bribery. These trainings are performed both in-person and virtually and focus on high-risk regions and challenges.
 | WORKPLACE & PRODUCT SAFETY |
At Traeger, we have a long-standing commitment to the safety and health of those working in our facilities. Our goal is to
attain a sustainable zero harm culture supported by leadership and owned by an engaged and highly skilled workforce,
empowered with the capabilities and resources needed to assess, reduce, and eliminate workplace risks and hazards.
Traeger has an Employee Health and Safety (“EHS”) program to assist the company in identifying and managing critical
safety risks. We use global safety management systems and employee health and safety trainings to ensure consistent
implementation of safety protocols and accurate measurement and tracking of incidents in accordance with OSHA
standards. Day-to-day management of our EHS program is handled at the site level, with annual audits by Traeger’s
Director of Manufacturing. All employees and contractors have stop work authority, i.e. the authority to cease plant
operations when any unsafe condition or behavior is identified so that the potentially unsafe issue can be reviewed and, if
necessary, addressed. Traeger's total recordable incident rate ("TRIR") was 0.7 in 2023 versus 2.6 in 2022. To further
promote a safe and secure working environment for our employees, we prohibit workplace discrimination, and we do not
tolerate abusive conduct or harassment.
The safety of our products is foundational to our customers’ having a rewarding experience. Grills sold in the United
States, Canada, and the European Union are certified according to various standards, depending on the specific product’s
capabilities. For example, grills sold with telecommunications abilities are tested against pertinent regulatory standards for
the markets they are being sold into. As part of certain certifications, audits are also performed on a quarterly basis to
confirm that factories are constructing the grills to the reported specifications and that product testing is occurring as
required.
 | GIVING BACK TO THE COMMUNITY |
“Fired Up Service” is a program that exists to give our employees an opportunity to get involved in helping and assisting
the community, providing employees and the community valuable life experiences, and opportunities to share the Traeger
Spirit with those who need it most. Our goal is to bring a spirit of unity to our employees and the communities we live in
through firing up service. We have partnered with Roots Charter High School, Wasatch Adaptive Sports ("WAS"),
Wasatch Community Gardens and The Road Home Shelters. Our partnerships are aligned with the four pillars of Fired Up
Service, Community Inclusivity Food & Sustainability and the Outdoors. We work with these partners on a variety of
cadences so we can support their needs and also give our employees variety in their volunteer work.
Our Environmental, Social and Governance Journey | |
TRAEGER, INC. | 9 | 2024 Proxy Statement |
For Roots Charter High School we do quarterly initiatives to work directly with the students. The events vary, including
programs such as job fairs, holiday break bags, event fundraising, and job shadowing. With Wasatch Adaptive Sports we
do park clean ups twice annually: once in the spring, and once in the winter. This helps to provide safer trails for WAS’s
adaptive bikes that help members with special needs or veterans of our community. Our winter program also helps set up
ski runs for their Winter Classic and continues to build the relationship with their members.
With Wasatch Community Gardens we get our hands dirty with days at their farm to help prep for spring planting and
clean up throughout the year. The program focuses on developing skills for prior homeless women to equip them with
skills to get back into the workforce. Lastly we work with The Road Home Shelters for the men’s shelter and family shelter.
We build out monthly lunches for the men or lunches for the children going to preschool.
 | DATA PRIVACY & SECURITY |
At Traeger, we are committed to safeguarding the privacy of customer-related information, including data collected by our
connected grill products. Our websites and applications utilize various information security measures such as internet
firewalls, an intrusion detection system, encrypted data transmission, and operating procedures intended to protect
customer personal information.
Traeger has developed and implemented a cybersecurity risk management program intended to protect the confidentiality,
integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes:
•risk assessments designed to help identify material cybersecurity risks to our critical systems, information,
products, services, and our broader enterprise IT environment;
•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our
security controls, and (3) our response to cybersecurity incidents;
•the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our
security controls;
•cybersecurity awareness training of our employees, incident response personnel, and senior management;
•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
•a third-party risk management process for service providers, suppliers, and vendors.
Traeger had no material cyber security incidents, including ransomware incidents, reported in 2023, and, we work
continue in our efforts to monitor potential threats.
| Our Environmental, Social and Governance Journey |
TRAEGER, INC. | 10 | 2024 Proxy Statement |
 | PRODUCT MARKETING |
Traeger is committed to the responsible marketing of our products. We have robust processes in place to review
marketing communications and work to follow the guidelines set by the United States Federal Trade Commission, as well
as marketing communications principles issued by local self-regulatory organizations such as the National Advertisers
Association and the Better Business Bureau.
 | LOOKING AHEAD |
In addition to the ongoing work associated with the matters discussed above, Traeger will continue to assess and
implement ESG initiatives as appropriate opportunities are identified. Thank you for your support and interest in our ESG
initiatives.
Our Environmental, Social and Governance Journey | |
TRAEGER, INC. | 11 | 2024 Proxy Statement |
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, three (3) Class III directors are to be elected to hold office until the Annual Meeting of Stockholders
to be held in 2027 and until each such director’s respective successor is elected and qualified or until each such director’s
earlier death, resignation or removal.
We currently have eleven (11) directors on our Board. Our current Class III directors are Raul Alvarez, James Ho, and Wayne Marino. The Board has nominated each of the foregoing director candidates to serve as a Class III director until the 2027 Annual Meeting. | ||
In accordance with our Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and our
Amended and Restated Bylaws ("Bylaws"), our Board is divided into three classes with staggered three-year terms. At
each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve
from the time of election and qualification until the third annual meeting following their election. The current class structure
is as follows: Class I, whose term will expire at the 2025 Annual Meeting; Class II, whose term will expire at the 2026
Annual Meeting; and Class III, whose current term will expire at the Annual Meeting, and, if elected at the Annual Meeting,
whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I directors are Jeremy
Andrus, Wendy A. Beck, Daniel James and Elizabeth C. Lempres; the current Class II directors are Martin Eltrich, James
Manges, Steven Richman and Harjit Shoan; and the current Class III directors are Raul Alvarez, James Ho and Wayne
Marino.
Our Certificate of Incorporation and our Bylaws provide that, subject to the rights of holders of any series of preferred
stock, the authorized number of directors may be changed from time to time by the Board. Any additional directorships
resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as
possible, each class will consist of one-third of the directors. Directors may be removed at any time with or without cause
upon the affirmative vote of the holders of capital stock representing a majority of the voting power of our outstanding
shares of capital stock entitled to vote thereon. However, from and after the time when AEA Investors Fund VI LP, AEA
TGP Holdco LP and any respective affiliates (collectively, the “AEA Fund”), 2594868 Ontario Limited and any affiliates
(“OTPP”) and TCP Traeger Holdings SPV LLC and any affiliates (collectively, “TCP” and together with the AEA Fund and
OTPP, the “Investors”), first cease to beneficially own, in the aggregate, a majority of the voting power of our outstanding
shares of capital stock entitled to vote generally in the election of directors (the “Sunset Date”), directors may only be
removed for cause and only upon the affirmative vote of a majority of the holders of capital stock representing the voting
power of our outstanding shares of capital stock entitled to vote thereon.
Under the Stockholders Agreement (as defined below under “Corporate Governance-Stockholders Agreements”), the AEA
Fund nominated Mr. Ho for election to the Board. Mr. Alvarez and Mr. Marino were also nominated to the Board pursuant
to the Stockholders Agreement.
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of
Common Stock represented thereby for the election as directors of the persons whose names and biographies appear
below. In the event that any of Mr. Alvarez, Mr. Ho, or Mr. Marino becomes unable to serve, or for good cause will not
serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board
may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve
if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected.
TRAEGER, INC. | 12 | 2024 Proxy Statement |
VOTE REQUIRED
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the
three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.
Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the
outcome of the vote on this proposal.
The table below sets forth information with respect to our directors as of the filing of this proxy statement:
Name | Age | Director Class |
Raul Alvarez | 68 | Class III Director - Subsequent Term Expiring at the 2027 Annual Meeting, If Elected at 2024 Annual Meeting. |
James Ho | 46 | Class III Director - Subsequent Term Expiring at the 2027 Annual Meeting, If Elected at 2024 Annual Meeting. |
Wayne Marino | 63 | Class III Director - Subsequent Term Expiring at the 2027 Annual Meeting, If Elected at 2024 Annual Meeting. |
Jeremy Andrus | 52 | Class I Director - Term Expiring at the 2025 Annual Meeting |
Wendy A. Beck | 59 | Class I Director - Term Expiring at the 2025 Annual Meeting |
Daniel James | 59 | Class I Director - Term Expiring at the 2025 Annual Meeting |
Elizabeth C. Lempres | 63 | Class I Director - Term Expiring at the 2025 Annual Meeting |
Martin Eltrich | 51 | Class II Director - Term Expiring at the 2026 Annual Meeting |
James Manges | 47 | Class II Director - Term Expiring at the 2026 Annual Meeting |
Steven Richman | 64 | Class II Director - Term Expiring at the 2026 Annual Meeting |
Harjit Shoan | 49 | Class II Director - Term Expiring at the 2026 Annual Meeting |
Proposal 1 | |
TRAEGER, INC. | 13 | 2024 Proxy Statement |
DIRECTOR BIOGRAPHIES
The following is a brief biographical summary of the experience of our directors and director nominees:
Nominees for Class III Directors (if elected, subsequent terms to expire at the 2027 Annual Meeting)
 AGE: 68 DIRECTOR SINCE: 2018 | RAUL ALVAREZ OPERATING PARTNER OF ADVENT INTERNATIONAL CORPORATION |
Raul Alvarez has served as a member of our Board since May 2018 and as our lead independent director since July 2021. Mr. Alvarez is an Operating Partner of Advent International Corporation, a position he has held since July 2017. Mr. Alvarez has served on the board of directors of Eli Lilly and Company since 2009 and of Lowe’s Companies, Inc. since 2010, and he has served as the Chairman of First Watch Restaurant Group, Inc. since 2017. Mr. Alvarez also serves on the board of directors of several private companies. Mr. Alvarez previously served on the board of directors of Dunkin’ Brands Group, Inc., McDonalds Corporation, KeyCorp, Skylark Co., Ltd, and Realogy Holdings Corp. Mr. Alvarez received a B.B.A. in Accounting from the University of Miami. We believe Mr. Alvarez is qualified to serve on our Board because of his extensive leadership experience, strong business acumen and public company board experience. | |
 AGE: 46 DIRECTOR SINCE: 2017 | JAMES HO PARTNER AT AEA INVESTORS |
James Ho has served as a member of our Board since September 2017. Mr. Ho is a Partner at AEA Investors, which he joined in August 2001, and focuses on AEA’s investments in the consumer and services sectors. Currently, Mr. Ho serves on the board of directors of several private companies. Mr. Ho received a B.A. in Economics and MMSS from Northwestern University. We believe Mr. Ho is qualified to serve on our Board because of his extensive knowledge and understanding of our business, consumer businesses, corporate strategy, corporate finance, and governance. | |
| Proposal 1 |
TRAEGER, INC. | 14 | 2024 Proxy Statement |
 AGE: 63 DIRECTOR SINCE: 2014 | WAYNE MARINO FORMER CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER OF UNDER ARMOUR, INC. |
Wayne Marino has served as a member of our Board since July 2014. Mr. Marino previously served as Chief Financial Officer and Chief Operating Officer of Under Armour, Inc. from 2004 to 2012. Mr. Marino received a B.B.A. in Accounting from Iona College. We believe Mr. Marino is qualified to serve on our Board because of his extensive leadership experience, financial knowledge, and executive experience with public companies. | |
The Board recommends a vote “FOR” the election of Mr. Alvarez, Mr. Ho, and Mr. Marino as Class III directors. | ||
Proposal 1 | |
TRAEGER, INC. | 15 | 2024 Proxy Statement |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
Class I Directors (terms to expire at the 2025 Annual Meeting)
 AGE: 52 DIRECTOR SINCE: 2021 | JEREMY ANDRUS CHIEF EXECUTIVE OFFICER |
Jeremy Andrus has served as our Chief Executive Officer and a member of our Board since January 2014 and as the Chairman of our Board since July 2021. Prior to joining us, Mr. Andrus served as the President and Chief Executive Officer of Skullcandy, Inc. Mr. Andrus received a B.S. in International Relations from Brigham Young University and an M.B.A. from Harvard Business School. We believe Mr. Andrus is qualified to serve on our Board because of his perspective and experience as our Chief Executive Officer and his extensive experience in corporate strategy, brand leadership, general management processes, and operational leadership. | |
 AGE: 59 DIRECTOR SINCE: 2021 | WENDY A. BECK FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FOR NORWEGIAN CRUISE LINE HOLDINGS, INC. |
Wendy A. Beck has served as a member of our Board since July 2021. Ms. Beck most recently served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings, Inc., an American cruise line, from 2010 until March 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 to 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 through 2008 and as their Vice President and Chief Accounting Officer from 2001 through 2004, and as Vice President, Chief Financial Officer and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 2001 and previously served in other financial positions since 1993. Ms. Beck joined the board of directors of Academy Sports and Outdoors, Inc. (“ASO”) in December 2020 and serves on the audit committee and as chair of the nominating and corporate governance committee of ASO. She also served on the board of directors and the compensation committee of Bloomin’ Brands, Inc. from February 2018 until April 2022, and on the board of directors and chaired the audit committee of At Home Group Inc. from September 2014 to July 2021. Ms. Beck received her B.S. in Accounting from the University of South Florida and has been a Certified Public Accountant since 1992. We believe Ms. Beck is qualified to serve on our Board because of her executive leadership and her extensive financial and public company executive and board experience. | |
| Proposal 1 |
TRAEGER, INC. | 16 | 2024 Proxy Statement |
 AGE: 59 DIRECTOR SINCE: 2014 | DANIEL JAMES MANAGING PARTNER AND PRESIDENT OF TRILANTIC NORTH AMERICA |
Daniel James has served as a member of our Board since 2014. Mr. James is a Managing Partner and CEO of Trilantic North America, which he co-founded in 2009. Currently, Mr. James serves on the board of directors of several private companies, including Ortholite and Sunrise Strategic Partners. Mr. James received a B.A. in Chemistry from the College of the Holy Cross. We believe Mr. James is qualified to serve on our Board because of his knowledge of our business and his extensive experience in corporate finance and investing. | |
 AGE: 63 DIRECTOR SINCE: 2021 | ELIZABETH C. LEMPRES FORMER SENIOR PARTNER AT MCKINSEY & COMPANY |
Elizabeth C. Lempres has served as a member of our Board since July 2021. Most recently, Ms. Lempres served as Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in August 2017. Ms. Lempres has served on the board of directors of General Mills, Inc. since June 2019, Great-West Lifeco. Inc. since May 2018 until April 2022 and Axalta Coating Systems Ltd. from April 2017 until September 2022. Ms. Lempres also serves on the board of directors of several private companies. Ms. Lempres received an A.B. from Dartmouth College, a B.S. from Dartmouth College Thayer School of Engineering and an M.B.A. from Harvard Business School. We believe Ms. Lempres is qualified to serve on our Board because of her extensive leadership experience, strong business acumen and public company board experience. | |
Proposal 1 | |
TRAEGER, INC. | 17 | 2024 Proxy Statement |
Class II Directors (terms to expire at the 2026 Annual Meeting)
 AGE: 51 DIRECTOR SINCE: 2017 | MARTIN ELTRICH PARTNER AT AEA INVESTORS |
Martin Eltrich has served as a member of our Board since September 2017. Mr. Eltrich is a Partner with AEA Investors, which he joined in June 2001, and leads its consumer/retail investment practice. Mr. Eltrich served on the board of directors of At Home Group Inc. from October 2011 to October 2020. He currently serves on the board of directors of several private companies, including Jack’s Family Restaurants, Melissa & Doug, and ThreeSixty. Mr. Eltrich received a B.S. in Economics from the University of Pennsylvania. We believe Mr. Eltrich is qualified to serve on our Board because of his extensive knowledge and understanding of our business, corporate finance, strategic planning, and investments. | |
 AGE: 47 DIRECTOR SINCE: 2013 | JAMES MANGES PARTNER AND HEAD OF CONSUMER AT TRILANTIC NORTH AMERICA |
James Manges has served as a member of our Board since 2013. Mr. Manges is Co- President and Head of Consumer at Trilantic North America, which he joined in 2009. Currently, Mr. Manges serves on the board of directors of several private companies, including Gorilla Commerce, Ortholite, Orva, Rarebreed Veterinary Partners, Taymax, and Sunrise Strategic Partners. Mr. Manges received a B.A. from Yale University and an M.B.A. from Columbia Business School. We believe Mr. Manges is qualified to serve on our Board because of his extensive knowledge of consumer businesses and his experience in corporate finance and investing. | |
| Proposal 1 |
TRAEGER, INC. | 18 | 2024 Proxy Statement |
 AGE: 64 DIRECTOR SINCE: 2022 | STEVEN RICHMAN GROUP PRESIDENT OF THE MILWAUKEE ELECTRIC TOOL CORPORATION |
Steven Richman has served as a member of our Board since October 2022. Mr. Richman has served as Group President of The Milwaukee Electric Tool Corporation, a manufacturer of power tools, since 2007. Previously, Mr. Richman served as Chief Executive Officer of Werner Co. from 2005 to 2007, and as President of SKIL and Bosch Power Tools Corporation from 1998 to 2004. Mr. Richman received a B.A. from University of California, Los Angeles. We believe Mr. Richman is qualified to serve on our Board due to his experience as a chief executive officer and other leadership positions in the consumer products and manufacturing industry. | |
 AGE: 49 DIRECTOR SINCE: 2017 | HARJIT SHOAN MANAGING DIRECTOR AT OTPP |
Harjit Shoan has served as a member of our Board since September 2017. Mr. Shoan is a Senior Managing Director at OTPP, which he joined in June 2014. Currently, Mr. Shoan serves on the board of directors of several private companies, including Arterra Wines Canada. Mr. Shoan received a B.B.A. from Wilfrid Laurier University and an M.B.A. from the University of Oxford. Mr. Shoan is a CFA charterholder. We believe Mr. Shoan is qualified to serve on our Board because of his extensive experience in investing and corporate finance and his knowledge of consumer retail businesses. | |
Proposal 1 | |
TRAEGER, INC. | 19 | 2024 Proxy Statement |
DIRECTOR SNAPSHOT
Committees | ||||||
Name | Age | Director Since | Position | Audit | Compensation | Nominating and Corporate Governance |
Class I Directors (terms to expire at the 2025 Annual Meeting) | ||||||
Jeremy Andrus | 52 | 2014 | CEO and Chairman of the Board | |||
Wendy A. Beck | 59 | 2021 | Director | X | X | |
Daniel James | 59 | 2014 | Director | |||
Elizabeth C. Lempres | 63 | 2021 | Director | Chairperson | ||
Class II Directors (terms to expire at the 2026 Annual Meeting) | ||||||
Martin Eltrich | 51 | 2017 | Director | |||
James Manges | 47 | 2013 | Director | |||
Harjit Shoan | 49 | 2017 | Director | |||
Steven Richman | 64 | 2022 | Director | X | ||
Class III Directors (terms to expire at the Annual Meeting) | ||||||
Raul Alvarez | 68 | 2018 | Director | X | Chairperson | |
James Ho | 46 | 2017 | Director | X | ||
Wayne Marino | 63 | 2014 | Director | Chairperson | X | |
| Proposal 1 |
TRAEGER, INC. | 20 | 2024 Proxy Statement |
BOARD SKILLS MATRIX
Name | Finance/ Accounting | Strategic Transactions | Risk Management | Human Capital | Public Company Board | Customer/ Market Insights |
Jeremy Andrus | l | l | l | l | ||
Wendy A. Beck | l | l | l | l | ||
Daniel James | l | l | l | |||
Elizabeth C. Lempres | l | l | l | l | ||
Martin Eltrich | l | l | l | |||
James Manges | l | l | l | l | ||
Harjit Shoan | l | l | l | l | ||
Raul Alvarez | l | l | l | |||
James Ho | l | l | l | l | ||
Wayne Marino | l | l | l | l | ||
Steven Richman | l | l | l |
Proposal 1 | |
TRAEGER, INC. | 21 | 2024 Proxy Statement |
EXECUTIVE OFFICERS
The following table identifies our current executive officers:
Name | Age | Position |
Jeremy Andrus(1) | 52 | Chief Executive Officer and Chairman of the Board |
Dominic Blosil(2) | 42 | Chief Financial Officer |
Jim Hardy(3) | 64 | President of Apption Labs Limited (d/b/a/ MEATER) |
1.See biography on page 16 of this proxy statement.
2.Dominic Blosil has served as our Chief Financial Officer since January 2018. Prior to that, Mr. Blosil served as our Vice President of Strategy and
Finance from February 2014 to December 2017. From November 2010 to January 2014, Mr. Blosil served as Director of Strategy and Finance at
Skullcandy, Inc. Mr. Blosil received a B.S. in Business Management, Finance from Brigham Young University.
3.Jim Hardy has served as President of Apption Labs Limited (d/b/a MEATER), our wholly-owned subsidiary, since June of 2023. Prior to that, Mr. Hardy
served as our Chief Operating Officer since September 2022, and prior to that, as our Chief Supply Chain Officer from March 2021 until August 2022.
Mr. Hardy has over 35 years of supply chain experience, having served as Chief Operating Officer of Fanatics, Inc., a retailer of licensed sports apparel
and merchandise, from November 2017 to December 2019 and as Executive Vice President Global Operations of Under Armour, Inc. from March 2012
to March 2017. Mr. Hardy has also served on the board of directors of several private companies. Mr. Hardy received a B.S. in Industrial Engineering
from the University of Florida.
TRAEGER, INC. | 22 | 2024 Proxy Statement |
CORPORATE GOVERNANCE
GENERAL
Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our
Nominating and Corporate Governance Committee, Audit Committee of the Board (the "Audit Committee") and
Compensation Committee of the Board (the "Compensation Committee") to assist the Board in the exercise of its
responsibilities and to serve as a framework for the effective governance of the Company. You can access our current
committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the
“Governance” section of the “Investors Relations” page of our website located at investors.traeger.com, or by writing to
our Secretary at our offices, 533 South 400 West, Salt Lake City, Utah 84101.
BOARD COMPOSITION
Our Board currently consists of eleven members: Jeremy Andrus, Raul Alvarez, Wendy A. Beck, Martin Eltrich, Daniel
James, James Ho, Elizabeth C. Lempres, James Manges, Wayne Marino, Steven Richman and Harjit Shoan. Our
Certificate of Incorporation and our Bylaws provide that the authorized number of directors may be changed only by
resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The
division of our Board into three classes with staggered three-year terms may delay or prevent a change of our
management or a change in control of our Company. Prior to the Sunset Date, directors may be removed with or without
cause by the affirmative vote of the holders of capital stock representing a majority of the voting power of our outstanding
shares of Common Stock. After the Sunset Date, directors may only be removed for cause and only upon the affirmative
vote of a majority of the holders of capital stock representing the voting power of our outstanding shares of Common
Stock.
STOCKHOLDERS AGREEMENTS
In connection with our IPO, we entered into (i) the Stockholders Agreement, dated as of July 28, 2021 (the “Stockholders
Agreement”), with AEA Fund, OTPP and TCP, and (ii) the Management Stockholders Agreement, dated as of July 28,
2021 (the “Management Stockholders Agreement”) with Jeremy Andrus, our Chief Executive Officer and Chairman of the
Board. The Stockholders Agreement grants the AEA Fund, OTPP and TCP the right, but not the obligation, to designate
a number of individuals for election to our Board at any meeting of our stockholders (or consent in lieu of a meeting) at
which directors are to be elected. Pursuant to the Stockholders Agreement, we are required to, among other things,
nominate a number of individuals for election as our directors at any meeting of our stockholders (or consent in lieu of a
meeting) at which directors are to be elected, designated by the AEA Fund (each such individual an “AEA Designee”),
OTPP (each such individual an “OTPP Designee”) and TCP (each such individual a “TCP Designee”), such that, upon the
election of such individual and each other individual designated by or at the direction of our Board or a duly authorized
committee of the board, as a director of our company, the number of:
•AEA Designees serving as directors will be equal to (i) three (3) directors, if certain affiliates of the AEA Fund
continue to beneficially own at least 20% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO, (ii) two (2) directors, if certain affiliates of the AEA Fund continue to beneficially
own less than 20% but at least 10% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO, or (iii) one (1) director, if certain affiliates of the AEA Fund continue to beneficially
own less than 10% but at least 5% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO;
•OTPP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of OTPP continue to
beneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately
TRAEGER, INC. | 23 | 2024 Proxy Statement |
following our IPO, or (ii) one (1) director, if certain affiliates of OTPP continue to beneficially own less than 10%
but at least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO;
and
•TCP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of TCP continue to
beneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately
following our IPO, or (ii) one (1) director, if certain affiliates of TCP continue to beneficially own less than 10% but
at least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO.
Each of the AEA Fund, OTPP and TCP agrees to vote, or cause to vote, all of their outstanding shares of our Common
Stock (whether at a meeting or by consent), so as to cause the election of the AEA Designees, OTPP Designees and TCP
Designees, in each case to the extent that each or any of the AEA Fund, OTPP and TCP have exercised their right to
designate individuals for election to our Board.
If the number of individuals that any of the AEA Fund, OTPP or TCP has the right to designate is decreased because of
the decrease in its in ownership, then any corresponding AEA Designees, OTPP Designees and TCP Designees will
immediately tender his or her resignation for consideration by our Board and, if such resignation is requested by our
Board, such director shall resign within thirty (30) days of the date on which the relevant stockholder’s right to designate
individuals for election as our directors was decreased pursuant to the terms of the Stockholders Agreement.
Notwithstanding the foregoing, a director may resign at any time regardless of the period of time left in his or her then
current term.
The Management Stockholders Agreement requires us to, among other things, nominate Jeremy Andrus, our Chief
Executive Officer and Chairman of the Board, for election as a director at any applicable meeting of our stockholders (or
consent in lieu of a meeting), for so long as Mr. Andrus serves in his capacity as our Chief Executive Officer or, if Mr.
Andrus is no longer serving as our Chief Executive Officer, until the earlier of (i) the termination of Mr. Andrus’s
employment by us or any of our subsidiaries for cause, and (ii) the date on which Mr. Andrus ceases to beneficially own
greater than 2% of the shares of Common Stock then outstanding. Each of the termination and dates referred to in
clauses (i) and (ii) of the immediately preceding sentence is referred to as a “Trigger Event.”
In addition, pursuant to the Management Stockholders Agreement, for so long as a Trigger Event has not occurred, upon
each of the first, second and third consecutive vacancies on our Board resulting from a decrease in the number of AEA
Designees, OTPP Designees or TCP Designees pursuant to the terms of the Stockholders Agreement, Mr. Andrus will
have the right to designate the initial replacement director, and we will be required to nominate each such individual for
election as our director at the immediately succeeding applicable meeting of our stockholders (or consent in lieu of a
meeting). In the event that Mr. Andrus is no longer serving as our Chief Executive Officer and for so long as a Trigger
Event has not occurred, (i) any director designated by Mr. Andrus in accordance with the foregoing sentence shall satisfy
the standards of independence established for independent directors and the additional independence standards
applicable to audit committee members established pursuant to Rule 10A-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and shall not be an affiliate of Mr. Andrus, and (ii) we will appoint Mr. Andrus as our
Executive Chairman if he still serves on our Board.
CONTROLLED COMPANY EXEMPTION
The Investors collectively beneficially own more than 50% of the combined voting power for the election of our directors.
As a result, we are a “controlled company” within the meaning of the corporate governance standards of the New York
Stock Exchange (the “NYSE”) and may elect not to comply with certain corporate governance standards, including the
following requirements:
•that a majority of our Board consist of directors who qualify as “independent” as defined under the rules of the
NYSE;
| Corporate Governance |
TRAEGER, INC. | 24 | 2024 Proxy Statement |
•that we have a nominating and corporate governance committee and, if we have such a committee, that it is
composed entirely of independent directors; and
•that we have a compensation committee and, if we have such a committee, that it is composed entirely of
independent directors.
We may elect to utilize one or more of these exemptions for so long as we remain a “controlled company.”
Notwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify as
“independent” under the rules of the NYSE. Additionally, as described below, we maintain both a nominating and
corporate governance committee and a compensation committee that consist entirely of independent directors.
DIRECTOR INDEPENDENCE
Our Board has determined that each of Raul Alvarez, Wendy A. Beck, Martin Eltrich, James Ho, Daniel James, Elizabeth
C. Lempres, James Manges, Wayne Marino, Steven Richman, and Harjit Shoan qualifies as “independent” in accordance
with the listing requirements of the NYSE, representing ten of our eleven directors. Jeremy Andrus is not an independent
director due to his employment as our Chief Executive Officer. In making these determinations, our Board reviewed and
discussed information provided by the directors and us with regard to each director’s business and personal activities and
relationships as they may relate to us and our management. There are no family relationships among any of our directors
or executive officers.
EXECUTIVE SESSIONS
Our non-management directors meet in executive session without management directors or other members of
management present on a regularly scheduled basis. We also hold an executive session including only independent
directors at least once per year. Each executive session of the non-management directors or the independent directors is
presided over by the Lead Director.
DIRECTOR CANDIDATES
The Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director
candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating
and Corporate Governance Committee may solicit current directors and executives of the Company for the names of
potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of
potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside
advisors or retain search firms to assist in the search for qualified candidates or consider director candidates
recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance
Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and
potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and
Corporate Governance Committee for candidates for election as a director.
In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating
and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the
case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional
integrity, strong ethics and values; experience in corporate management, such as serving as an officer or former officer of
a publicly held company; experience as a board member of another publicly held company; professional and academic
experience relevant to the Company’s industry; leadership skills; experience in finance and accounting and/or executive
compensation practices; whether the candidate has the time required for preparation, participation and attendance at
Board meetings and committee meetings, if applicable; and geographic background, gender, age and ethnicity. The Board
evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best
Corporate Governance | |
TRAEGER, INC. | 25 | 2024 Proxy Statement |
perpetuate the success of the Company’s business. In addition, the Board will consider whether there are potential
conflicts of interest with the candidate’s other personal and professional pursuits.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as
potential director candidates by submitting the names of the recommended individuals, together with appropriate
biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o
Secretary, 533 South 400 West, Salt Lake City, Utah 84101. In the event there is a vacancy that none of the Investors nor
Mr. Andrus has a contractual right to fill, and assuming that appropriate biographical and background material has been
provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-
recommended candidates by following substantially the same process, and applying substantially the same criteria, as it
follows for candidates submitted by others.
COMMUNICATIONS FROM INTERESTED PARTIES
Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the Lead Director,
Chairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the non-
management or independent directors as a group, may do so by addressing such communications or concerns to the
Secretary of the Company, Traeger, Inc., 533 South 400 West, Salt Lake City, Utah 84101, who will forward such
communications to the appropriate party. Such communications may be done confidentially or anonymously.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Our Bylaws and our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the
positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or
the other structure would be in the best interests of our Company. The Company’s current Board leadership structure
comprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead
Director, and highly qualified, active independent directors. Our Board exercises its judgment in combining or separating
the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing
circumstances. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board
leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the
functioning of both the Board and management and facilitating effective communication between the two. The Board has
concluded that the current structure provides a well-functioning and effective balance between strong Company
leadership and appropriate safeguards and oversight by independent directors.
Our Corporate Governance Guidelines provide that, if the Chair of our Board is a member of management or does not
otherwise qualify as independent, the independent members of our Board may elect a lead independent director. Raul
Alvarez currently serves as our Lead Director. The Lead Director’s responsibilities include, but are not be limited to,
presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive
sessions of the non-management directors or independent directors, calling meetings or separate sessions of the
independent directors, approving the Board’s meeting schedules and agendas, acting as liaison between the independent
directors of the Board and the Chief Executive Officer and Chairman of the Board, and when appropriate, meeting or
otherwise communicating with major stockholders or other constituencies of the Company.
Risk assessment and oversight are an integral part of our governance and management processes. Our Board
encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-
day business operations. Management discusses strategic and operational risks at regular management meetings and
conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of
the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board
meetings as part of management presentations that focus on particular business functions, operations or strategies, and
presents the steps taken by management to mitigate or eliminate such risks. In addition, our management-led disclosure
| Corporate Governance |
TRAEGER, INC. | 26 | 2024 Proxy Statement |
committee regularly reviews our existing disclosure controls and procedures to align with the risk identification and
assessment conducted by management. The Board also meets periodically and as necessary with outside advisors
regarding material risk facing the Company.
Our Board is responsible for overseeing our risk management process. Our Board reviews information regarding the
Company’s credit, liquidity and operations, as well as the risks associated with each. Our Audit Committee is responsible
for discussing our policies with respect to risk assessment and risk management, including with respect to asset
protection and data protection, and for overseeing financial and cybersecurity risks and potential conflicts of interest. Our
Nominating and Corporate Governance Committee manages risks associated with the Company’s corporate governance
framework and oversees the Company’s efforts with regard to environmental and social matters and associated risks. The
Compensation Committee is responsible for overseeing the management of risks relating to the Company’s compensation
plans, equity incentive plans and other compensatory arrangements. The Board does not believe that its role in the
oversight of our risks affects the Board’s leadership structure.
CODE OF BUSINESS CONDUCT AND ETHICS
We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including
our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing
similar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our website,
investors.traeger.com, in the “Governance” section under “Governance Documents.” In addition, we intend to post on our
website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers from,
any provision of the Code of Business Conduct and Ethics.
ANTI-HEDGING AND ANTI-PLEDGING POLICY
Our Board has adopted the Insider Trading Compliance Policy, which applies to all of our directors, officers and
employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing
financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise
engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the
Company’s equity securities.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
INFORMATION
During 2023, the members of our Compensation Committee were Raul Alvarez, James Ho and Steven Richman (none of
whom was during fiscal year 2023 an officer or employee of the Company or was formerly an officer of the Company).
Related person transactions pursuant to Item 404(a) of Regulation S-K involving those who served on the Compensation
Committee during 2023 are described in “Certain Relationships and Related Party and Other Transactions.”
During 2023, none of our executive officers served as a member of the board of directors or compensation committee (or
other committee performing equivalent functions) of any entity that had one or more executive officers serving on our
Board or Compensation Committee.
Corporate Governance | |
TRAEGER, INC. | 27 | 2024 Proxy Statement |
ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT
MEETINGS
There were five meetings of the Board during the fiscal year ended December 31, 2023. During the fiscal year ended
December 31, 2023, each director, except for Martin Eltrich, attended at least 75% of the aggregate of (i) all meetings of
the Board and (ii) all meetings of the committees on which the director served, during the period in which he or she served
as a director.
Under our Corporate Governance Guidelines, which are available on our website at investors.traeger.com, a director is
expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is
expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including
separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to
attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to
notify the Chairman of the Board or the Chair of the appropriate committee in advance of such meeting, and, whenever
possible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal
policy regarding director attendance at the annual meeting of stockholders; however, it is expected that absent compelling
circumstances, directors will attend. All of our then-incumbent directors attended our annual meeting of stockholders held
in 2023.
| Corporate Governance |
TRAEGER, INC. | 28 | 2024 Proxy Statement |
COMMITTEES OF THE BOARD
Our Board has established three standing committees—Audit, Compensation, and Nominating and Corporate
Governance—each of which operates under a written charter that has been approved by our Board.
The members of each of the Board committees and committee Chairpersons are set forth below.
Name | Audit | Compensation | Nominating and Corporate Governance |
Raul Alvarez | X | Chairperson | |
Wendy A. Beck | X | X | |
James Ho | X | ||
Elizabeth C. Lempres | Chairperson | ||
Steven Richman | X | ||
Wayne Marino | Chairperson | X |
Audit Committee Members: Raul Alvarez Wendy A. Beck Wayne Marino (Chair) Met 7 times in 2023. The members of our Audit Committee meet the requirements for financial literacy under the applicable NYSE rules. In addition, our Board has determined that each of Raul Alvarez, Wendy A. Beck and Wayne Marino qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. No Audit Committee member currently serves on the audit committee of more than three public companies. | RESPONSIBILITIES INCLUDE: •appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; •discussing with our independent registered public accounting firm and assessing their independence from management; •reviewing with our independent registered public accounting firm the scope and results of their audit; •pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; •overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC; •overseeing our financial and accounting controls and compliance with legal and regulatory requirements; •reviewing our policies on risk assessment and risk management; •reviewing related person transactions; •reviewing, with management, our finance function, including its budget, organization and quality of personnel; and •establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. | |||
TRAEGER, INC. | 29 | 2024 Proxy Statement |
The Audit Committee charter is available on our website at investors.traeger.com. Our Board has affirmatively
determined that each of Raul Alvarez, Wendy A. Beck and Wayne Marino is independent for purposes of serving on an
audit committee under Rule 10A-3 promulgated under the Exchange Act and the NYSE rules, including those related to
Audit Committee membership.
Compensation Committee Members: Raul Alvarez (Chair) James Ho Steven Richman Met 9 times in 2023. Each of Raul Alvarez, James Ho and Steven Richman qualifies as an independent director under NYSE’s heightened independence standards for members of a compensation committee and each of Raul Alvarez and Steven Richman qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. | RESPONSIBILITIES INCLUDE: •reviewing and approving the corporate goals and objectives with respect to, evaluating the performance of and reviewing and approving (either alone, or if directed by the Board, in connection with a majority of the independent members of the Board) the compensation of our Chief Executive Officer; •reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers; •reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements; •making recommendations to our Board regarding the compensation of our directors; and •appointing and overseeing any compensation consultants. | |||
Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the
compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following principal
duties:
The Compensation Committee generally considers the Chief Executive Officer’s recommendations when making
decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive
Officer). Pursuant to the Compensation Committee’s charter, which is available on our website at investors.traeger.com,
the Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel
and other advisors to assist in carrying out its responsibilities. In 2022 and 2023, the Compensation Committee engaged
the compensation consulting firm Meridian Compensation Partners to assist in making decisions regarding the amount
and types of compensation to provide our executive officers and non-employee directors. As part of this process, the
Compensation Committee reviewed a compensation assessment provided by Meridian Compensation Partners
comparing our compensation to that of a group of peer companies within our industry and met with Meridian
Compensation Partners to discuss our executive and non-employee director compensation and to receive input and
advice. Meridian Compensation Partners reports directly to the Compensation Committee. The Compensation Committee
has considered the adviser independence factors required under SEC rules as they relate to Meridian Compensation
Partners and has determined that Meridian Compensation Partners’ work does not raise a conflict of interest.
| Committees of the Board |
TRAEGER, INC. | 30 | 2024 Proxy Statement |
The Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems
appropriate from time to time.
Nominating and Corporate Governance Committee Members: Wendy A. Beck Elizabeth C. Lempres (Chair) Wayne Marino Met 4 times in 2023. Our Board has affirmatively determined that each of Wendy A. Beck, Elizabeth C. Lempres, and Wayne Marino meets the definition of “independent director” under the NYSE rules. | RESPONSIBILITIES INCLUDE: •identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; •recommending to our Board the nominees for election to our Board at annual meetings of our stockholders; •overseeing an annual evaluation of our Board and its management; •overseeing the Company’s policies, programs and strategies related to environmental, social and governance matters; and •reviewing and reassessing our Corporate Governance Guidelines and recommending to our Board any proposed changes. | |||
The Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search
firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders.
The Nominating and Corporate Governance Committee charter is available on our website at investors.traeger.com.
Committees of the Board | |
TRAEGER, INC. | 31 | 2024 Proxy Statement |
DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors who served
on our Board during the year ended December 31, 2023. Mr. Andrus is also a member of our Board but did not receive
any additional compensation for his service as a director. See the section entitled “—Summary Compensation Table”
below for information regarding the compensation paid to Mr. Andrus in 2023.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | ||
Raul Alvarez | — | 357,497 | (2) | 357,497 | |
Wendy Beck | 75,000 | 192,497 | 267,497 | ||
Martin Eltrich | — | — | — | ||
James Ho | — | — | — | ||
Daniel James | — | — | — | ||
Elizabeth Lempres | 85,000 | 192,497 | 277,497 | ||
James Manges | — | — | — | ||
Wayne Marino | 76,000 | 211,497 | (2) | 287,497 | |
Harjit Shoan | — | — | — | ||
Steven Richman | — | 401,454 | (2) | 401,454 |
1.Amounts reflect the full grant date fair value of time-based restricted stock unit (“RSU”) awards granted during 2023, computed in accordance with ASC
Topic 718. We provide information regarding the assumptions used to calculate the value of the RSU awards in Note 15 to the financial statements for
the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on March 8, 2024.
2.Includes the full grant date fair value of fully-vested RSUs in which all or a portion of the named individual’s annual cash retainer (including any cash
retainers for service on a committee) that was paid pursuant to the named individual’s election under the Deferred Compensation Plan. The number of
RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Common Stock on the
applicable date the cash fees would have otherwise been paid.
TRAEGER, INC. | 32 | 2024 Proxy Statement |
The following table shows the aggregate numbers of outstanding RSU awards held as of December 31, 2023 by each
non-employee director.
Name | RSU Awards Outstanding at 2023 Fiscal Year End (#) (A) |
Raul Alvarez | 195,774 |
Wendy Beck | 52,739 |
Martin Eltrich | — |
James Ho | — |
Daniel James | — |
Elizabeth Lempres | 109,375 |
James Manges | — |
Wayne Marino | 119,989 |
Harjit Shoan | — |
Steven Richman | 122,769 |
A.Amounts include RSUs which have vested, but have not yet been settled in shares of our Common Stock, pursuant to the named individual's election
to defer settlement thereof under the Deferred Compensation Plan, as set forth in the following table:
Name | Vested and Unsettled RSU Awards Outstanding at 2023 Fiscal Year End (#) |
Raul Alvarez | 143,035 |
Wayne Marino | 67,250 |
Elizabeth Lempres | 56,636 |
Steven Richman | 70,030 |
Director Compensation Program
In connection with our IPO, our Board adopted and our stockholders approved the Director Compensation Program. The
Director Compensation Program provides for annual retainer fees and long-term equity awards for certain of our non-
employee directors (each, an “Eligible Director”). Eligible Directors generally are directors who are not affiliated with AEA
Fund, OTPP, or TCP (or any of their affiliates). The material terms of the Director Compensation Program are summarized
below.
The Director Compensation Program consists of the following components:
Cash Compensation
•Annual Retainer: $75,000
•Lead Independent Director: $75,000
Director Compensation | |
TRAEGER, INC. | 33 | 2024 Proxy Statement |
•Annual Committee Chair Retainer:
◦Audit: $20,000
◦Compensation: $15,000
◦Nominating and Corporate Governance: $10,000
Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter
of service.
EQUITY COMPENSATION
•Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our Board automatically will be
granted, on the date on which such Eligible Director is appointed or elected to serve on our Board, an RSU
award with a value of approximately $192,500, multiplied by a fraction (i) the numerator of which is the difference
between 365 and the number of days from the date of the immediately preceding annual meeting of the
Company’s stockholders through the election or appointment date and (ii) the denominator of which is 365.
These initial grants will vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant
date and (y) the date of the next annual meeting of the Company’s stockholders following the grant date, subject
to such Eligible Director’s continued service through the applicable vesting date.
•Annual Grant: An Eligible Director who is serving on our Board as of the date of the annual meeting of the
Company’s stockholders each calendar year (beginning with calendar year 2022) will be granted, on such annual
meeting date, an RSU award with a value of approximately $192,500. Each annual grant will vest in full on the
earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting
of the Company's stockholders following the grant date, subject to such Eligible Director’s continued service
through the applicable vesting date.
In addition, each Initial Grant and Annual Grant will vest in full upon a "change in control" of the Company (as defined in
the 2021 Incentive Award Plan (the "2021 Plan")) if the Eligible Director will not become a member of the board of
directors of the Company or the ultimate parent of the Company as of immediately following such change in control.
Compensation under our Director Compensation Program is subject to the annual limits on non-employee director
compensation set forth in the 2021 Plan.
DIRECTOR DEFERRED COMPENSATION PLAN
Our Board adopted a Deferred Compensation Plan for Directors in 2021 (the "Deferred Compensation Plan"). The
Deferred Compensation Plan permits our non-employee directors to (i) receive all or a portion of their annual cash
retainers (including any cash retainers for service on a committee) earned under the Director Compensation Program in
the form of fully vested RSUs and (ii) defer the settlement of all or a portion of any RSU awards granted under the Director
Compensation Program.
With respect to 2023, (i) Mr. Alvarez elected to defer 100% of his annual cash retainers and RSU awards earned or
granted under the Director Compensation Program; (ii) Ms. Lempres elected to defer 100% of her RSU awards earned or
granted, but did not elect to defer any portion of her annual cash retainers under the Director Compensation Program; (iii)
Mr. Marino elected to defer 20% of his annual cash retainers and 100% of his RSU awards earned or granted under the
Director Compensation Program, and (iv) Mr. Richman elected to defer 100% of his annual cash retainers and 100% of
his RSU awards earned or granted under the Director Compensation Program.
| Director Compensation |
TRAEGER, INC. | 34 | 2024 Proxy Statement |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT
The following sets forth the beneficial ownership of our Common Stock as of April 8, 2024 by:
•each person who is known to be the beneficial owner of more than 5% of the outstanding shares of our Common
Stock;
•each of our current named executive officers and directors; and
•all of our current executive officers and directors as a group.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these
rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment
power. Applicable percentage ownership is based on 128,143,335 shares of Common Stock outstanding as of April 8,
2024. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,
shares of our Common Stock subject to options, warrants or other rights held by such person that are currently
exercisable or will become exercisable within 60 days of April 8, 2024 are considered outstanding, although these shares
are not considered outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law.
Unless otherwise indicated below, the address for each person or entity listed below is c/o Traeger, Inc., 533 South 400
West, Salt Lake City, UT 84101.
Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned (#) | Shares Beneficially Owned (%) |
5% or Greater Stockholders | ||
AEA Fund(1) | 33,519,063 | 26.2 |
Entities affiliated with OTPP(2) | 24,693,075 | 19.3 |
Entities affiliated with Trilantic Capital Management L.P.(3) | 17,986,994 | 14 |
Capital World Investors(4) | 6,499,660 | 5.1 |
Named Executive Officers and Directors | ||
Jeremy Andrus(5) | 16,022,474 | 12.5 |
Dominic Blosil | 1,375,865 | 1.1 |
Jim Hardy | 914,668 | * |
TRAEGER, INC. | 35 | 2024 Proxy Statement |
Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned (#) | Shares Beneficially Owned (%) |
Raul Alvarez(6) | 746,726 | * |
Wendy A. Beck(7) | 124,375 | * |
Martin Eltrich | — | — |
James Ho | — | — |
Daniel James | — | — |
Elizabeth C. Lempres(8) | 140,625 | * |
James Manges | — | — |
Wayne Marino(9) | 147,464 | * |
Harjit Shoan | — | — |
Steven Richman(10) | 131,330 | * |
All directors and executive officers as a group (13 individuals) (11) | 19,603,527 | 15.2 |
* Less than one percent.
1.Based solely on a Schedule 13G filed with the SEC on February 10, 2022. Consists of 33,519,063 shares of Common Stock held of record by AEA
TGP Holdco LP (the “AEA Fund”). Each of the AEA Fund, AEA Fund VI Stockholder Representative Corp., AEA Investors Fund VI LP, AEA Investors
Partners VI LP, AEA Management (Cayman) Ltd. and John L. Garcia exercises shared voting and dispositive power over such shares. The general
partner of the AEA Fund is AEA Fund VI Stockholder Representative Corp., which is wholly owned by AEA Investors Fund VI LP, whose general
partner is AEA Investors Partners VI LP, whose general partner is AEA Management (Cayman) Ltd. John L. Garcia is the sole stockholder and director
of AEA Management (Cayman) Ltd. As a result, each of the foregoing entities and persons may be deemed to share beneficial ownership over the
shares of Common Stock held of record by the AEA Fund. The address of the AEA Fund, AEA Fund VI Stockholder Representative Corp. and Mr.
Garcia is c/o AEA Investors LP, 520 Madison Ave., 40th Floor, New York, NY 10022. The address for AEA Investors Fund VI LP, AEA Investors
Partners VI LP and AEA Management (Cayman) Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
2.Based solely on a Schedule 13G filed by Ontario Teachers’ Pension Plan Board (“OTPP”) with the SEC on February 14, 2022. Consists of shares of
Common Stock owned by 2,594,868 Ontario Limited, a wholly-owned subsidiary of OTPP. Each of 2594868 Ontario Limited and OTPP exercises
shared voting and dispositive power over the shares noted herein. The President and Chief Executive Officer of OTPP has delegated to each of Mr.
Harjit Shoan and Mr. Kevin Mansfield the authority to implement disposition decisions with respect to the shares of Common Stock that are held by or
may be acquired by 2,594,868 Ontario Limited; however, approval of such decisions are made by senior personnel within the capital markets group of
OTPP in accordance with internal portfolio guidelines. Voting decisions are made by OTPP in accordance with internal proxy voting guidelines. As
such, each of Mr. Shoan and Mr. Mansfield expressly disclaims beneficial ownership of the shares of Common Stock that are held by or may be
acquired by 2,594,868 Ontario Limited or OTPP. The address for these entities is 5650 Yonge Street, 3rd Floor, Toronto, Ontario, Canada M2M 4H5.
3.Based solely on a Schedule 13G filed by Trilantic Capital Management L.P. with the SEC on February 10, 2022. Each of Trilantic Capital Management
L.P., TCP Traeger Holdings SPV LLC, Trilantic Capital Partners Associates V L.P. and Trilantic Capital Partners Associates MGP V LLC exercises sole
voting and dispositive power over such shares. The address for these entities is 399 Park Avenue, 39th Floor, New York, NY 10022.
4.Based solely on a Schedule 13G/A filed by Capital World Investors (“CWI”) with the SEC on February 9, 2024. CWI is a division of Capital Research
and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital
International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and
Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CWI's divisions of each of the
investment management entities collectively provide investment management services under the name “Capital World Investors.” The address of CWI
is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
5.Based on a Schedule 13G/A filed by Mr. Andrus with the SEC on February 13, 2024 and information known to the Company. Includes 16,022,474
shares of Common Stock, which consist of (i) 7,200,564 shares of Common Stock held of record by Mr. Andrus and (ii) 3,399,002 shares of Common
Stock and 5,422,908 shares of Common Stock held of record by JA Cropton, LLC and JK Andrus Investments, LLC, respectively, each of which Mr.
Andrus is the manager.
6.Consists of (i) 746,726 shares of Common Stock, which consist of 150,000 shares of Common Stock held of record by Mr. Alvarez and 382,117 shares
of Common Stock held of record by family trusts and (ii) 214,609 shares of Common Stock underlying RSUs held by Mr. Alvarez that have fully vested
or will vest within 60 days of April 8, 2024, in each case where settlement has been deferred until the earliest to occur of (A) the director’s separation
| Security Ownership of Certain Beneficial Owners and Management |
TRAEGER, INC. | 36 | 2024 Proxy Statement |
from service from the Company, (B) a “Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or
(D) the director’s disability.
7.Consists of (i) 71,636 shares of Common Stock and (ii) 52,739 shares of Common Stock underlying RSUs held by Ms. Beck that will vest within 60
days of April 8, 2024.
8.Consists of (i) 31,250 shares of Common Stock and (ii) 109,375 shares of Common Stock underlying RSUs held by Ms. Lempres that will vest within
60 days of April 8, 2024, where settlement has been deferred until the earliest to occur of (A) the director’s separation from service from the Company,
(B) a “Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or (D) the director’s disability.
9.Consists of (i) 25,307 shares of Common Stock and (ii) 122,157 shares of Common Stock underlying RSUs held by Mr. Marino that have fully vested or
will vest within 60 days of April 8, 2024, in each case where settlement has been deferred until the earliest to occur of (A) the director’s separation from
service from the Company, (B) a “Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or (D)
the director’s disability.
10.Consists of 131,330 shares of Common Stock underlying RSUs held by Mr. Richman that have fully vested or will vest within 60 days of April 8, 2024,
in each case where settlement has been deferred until the earliest to occur of (A) the director’s separation from service from the Company, (B) a
“Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or (D) the director’s disability.
11.Consists of (i) 18,973,317 shares of Common Stock held by all directors and executive officers of the Company as a group and (ii) 630,210 shares of
Common Stock underlying RSUs held by all directors and executive officers of the Company as a group that will vest within 60 days of April 8, 2024.
Security Ownership of Certain Beneficial Owners and Management | |
TRAEGER, INC. | 37 | 2024 Proxy Statement |
EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for our executive officers who are
named in the “Summary Compensation Table” below. In 2023, our “named executive officers” and their positions were as
follows:
•Jeremy Andrus, Chief Executive Officer;
•Dominic Blosil, Chief Financial Officer; and
•Jim Hardy, President of Apption Labs Limited (d/b/a/ MEATER) and former Chief Operating Officer.
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of our named executive officers for 2021, 2022,
and 2023.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | |
Jeremy Andrus(2) Chief Executive Officer | 2023 | — | — | 2,262,247 | — | 13,200(3) | 2,275,447 | |
2022 | — | — | — | — | 12,200 | 12,200 | ||
2021 | 461,538 | — | 116,505,684 | 21,487,039 | 19,162 | 138,473,423 | ||
Dominic Blosil Chief Financial Officer | 2023 | 450,000 | — | 1,318,131 | — | 14,400(4) | 1,782,531 | |
2022 | 450,000 | — | 970,200 | — | 13,400 | 1,433,600 | ||
2021 | 419,231 | 750,000 | 8,255,067 | 2,164,621 | 15,777 | 11,604,696 | ||
Jim Hardy(5) President of Apption Labs Limited (d/b/a/ MEATER) and former Chief Operating Officer | 2023 | 424,219 | — | 1,192,596 | — | 25,667(6) | 1,642,482 | |
2022 | 425,000 | — | 1,207,800 | — | 12,280 | 1,645,080 | ||
2021 | 335,096 | — | 5,487,598 | 216,016 | 13,123 | 6,051,833 |
1.With respect to 2023, (i) the amount shown for Mr. Andrus reflects the incremental fair value associated with the cancellation of 1,037,728 of Mr.
Andrus’s unearned performance-based restricted stock units and grant of a new award of performance-based restricted shares during the year ended
December 31, 2023, and (ii) amounts shown for Messrs. Blosil and Hardy reflect the grant-date fair value of RSU awards granted during the year
ended December 31, 2023, in each case, computed in accordance with ASC Topic 718, Compensation-Stock Compensation. See Note 15 to the
financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on March 8, 2024 for
a discussion of the relevant assumptions used in calculating these amounts.
2.In connection with our IPO in August 2021, Mr. Andrus agreed to accept a base salary of $0 per year until the earlier of December 31, 2026 or a
change in control of our Company. For more information regarding the change to Mr. Andrus’s base salary, see “Executive Compensation
Arrangements-Jeremy Andrus Side Letter” below.
3.Amount includes matching contributions under our 401(k) plan.
4.Amount includes matching contributions under our 401(k) plan ($13,200) and cell phone reimbursements ($1,200).
5.Effective June 3, 2023, Mr. Hardy was removed from his position as our Chief Operating Officer and was appointed as the President of Apption Labs
Limited (d/b/a/ MEATER).
6.Amount includes matching contributions under our 401(k) plan ($9,154), a relocation allowance ($12,000), reimbursements for relocation expenses
($3,413) and cell phone reimbursements ($1,100). For more information regarding Mr. Hardy’s relocation allowance and relocation expense
reimbursements, see “Executive Compensation Arrangements—Jim Hardy Letter Agreement” below.
TRAEGER, INC. | 38 | 2024 Proxy Statement |
NARRATIVE TO SUMMARY COMPENSATION TABLE
Salaries
The named executive officers receive a base salary to compensate them for services rendered to us. The base salary
payable to each named executive officer is intended to provide a fixed component of compensation reflecting the
executive’s skill set, experience, role, and responsibilities.
In 2023, our named executive officers were entitled to receive the following annual base salaries: Mr. Andrus: $0; Mr.
Blosil: $450,000; and Mr. Hardy: $425,000. The Summary Compensation Table above shows the actual base salaries
paid to each named executive officer in 2023.
Bonuses
None of our named executive officers received a cash bonus, and none of our named executive officers was eligible to
earn an annual cash incentive bonus during 2023.
Equity Compensation
We maintain the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives
to directors, employees (including our named executive officers) and consultants of our Company and our affiliates, and to
enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success.
On April 13, 2023, following our mutual agreement with each of our named executive officers, our Board approved the
cancellation and termination of the unearned performance-based restricted stock units ("PSUs") subject to the PSU
awards originally granted to our named executive officers in connection with our initial public offering in August 2021 On
the same date, our Board approved the grant to Mr. Andrus of 1,037,728 performance-based restricted shares under the
2021 Plan, as further discussed below, which were intended to retain and incentivize Mr. Andrus to lead our Company to
sustained, long-term superior financial performance.
On August 31, 2023, our Board approved grants of time-based RSUs to Messrs. Blosil and Hardy under the 2021 Plan
covering 294,884 shares and 266,800 shares of Common Stock, respectively. The RSUs will vest as to one-third of the
underlying RSUs on each of the first three anniversaries of August 31, 2023, subject to the executive's continued service
as of the applicable vesting date.
2023 Performance Shares
On April 13, 2023, our Board approved the grant to Mr. Andrus of 1,037,728 performance-based restricted shares (the
“2023 Performance Shares”). The 2023 Performance Shares were eligible to be earned upon our achievement of an
Adjusted EBITDA goal during the fiscal year ending on December 31, 2023. The 2023 Performance Shares were earned
upon the achievement of the Adjusted EBITDA goal during 2023, and vested on March 31, 2024, subject to Mr. Andrus’s
continued service as our Chief Executive Officer or Executive Chairman of our Board. “Adjusted EBITDA” for purposes of
the 2023 Performance Shares generally is calculated by adjusting net loss for income taxes, interest expense,
depreciation and amortization, other (income) expense, stock-based compensation, non-routine legal expenses, change
in fair value of contingent consideration, and other adjustment items.
If the Company had incurred a change in control (as defined in the 2021 Plan) or if Mr. Andrus’s service had been
terminated by us without cause, by Mr. Andrus for good reason, or due to Mr. Andrus’s death or disability (each as defined
in his award agreement), in any case, before the 2023 Performance Shares had vested, the previously-earned 2023
Performance Shares would have vested, subject to Mr. Andrus’s timely execution and non-revocation of a general release
of claims, and continued compliance with customary restrictive covenants.
Executive Compensation | |
TRAEGER, INC. | 39 | 2024 Proxy Statement |
If the Adjusted EBITDA goal had not been achieved during the 2023 fiscal year, then the 2023 Performance Shares would
have instead become eligible to be earned based on the achievement of a stock price goal of $18.00 per share for the
period beginning on January 1, 2024 and ending on August 2, 2031. If the 2023 Performance Shares had been earned
based on the achievement of the stock price goal, the 2023 Performance Shares would have vested on the later of March
31, 2024 and the date on which the stock price goal is achieved, subject to Mr. Andrus’s continued service as our Chief
Executive Officer or Executive Chairman of our Board.
Andrus 2022 Letter Agreement
In August 2022, we entered into a letter agreement with Mr. Andrus (the “2022 Letter Agreement”) that provided for the
accelerated vesting of 2,075,455 unvested RSUs and 518,864 earned but unvested PSUs then-held by Mr. Andrus, and
required Mr. Andrus to pay the withholding tax associated with the acceleration of the awards by cash or check, rather
than by selling vested shares to cover the tax obligation.
In addition, the 2022 Letter Agreement imposes certain clawback rights intended to maintain the retention incentives of
the RSUs and PSUs by mirroring their former vesting schedule. If Mr. Andrus experiences a termination of “service”, other
than due to a “qualifying termination” (each, as defined in the award agreements), prior to an original vesting date of an
RSU or PSU, he will forfeit and return to the Company that number of shares of Common Stock that would not otherwise
have vested pursuant to the terms of the original award agreements or, if he has disposed of or transferred such shares,
he will deliver to the Company the corresponding value of those shares plus any gain realized in connection with such
sale or other transfer.
The clawback rights imposed under the 2022 Letter Agreement lapsed in 2023 with respect to all of the PSUs, and a
portion of the RSUs, that were accelerated under the 2022 Letter Agreement (i.e., reflecting what would have vested in
August 2023 pursuant to their respective original vesting schedules). The clawback rights will lapse with respect to the
remaining RSUs in August of 2024, 2025, and 2026.
EXECUTIVE COMPENSATION ARRANGEMENTS
Our named executive officers’ employment agreements in effect as of December 31, 2023 are described below.
Jeremy Andrus Amended & Restated Employment Agreement
On September 25, 2017, we entered into an amended and restated employment agreement with Mr. Andrus. Mr. Andrus’s
employment agreement provides for base salary and participation in our standard benefit plans. The employment
agreement has an initial term of one year with automatic annual renewals unless any party provides written notice of non-
renewal at least 90 days in advance of the expiration of the then-current term.
Pursuant to the terms of Mr. Andrus’s employment agreement, if Mr. Andrus’s employment is terminated by us without
“cause” or due to our decision not to renew Mr. Andrus’s employment term, or by Mr. Andrus for “good reason” (each, as
defined in his PSU award agreement), Mr. Andrus is entitled to receive (i) 12 months’ severance pay based on his base
salary rate on the date of such termination, and (ii) up to 12 months’ Company-paid health benefits continuation, in each
case subject to Mr. Andrus’s execution of a general release of claims in favor of our Company.
Under Mr. Andrus’s employment agreement, Mr. Andrus is subject to non-competition and employee and customer non-
solicitation covenants during the term of his employment and for one year thereafter. The employment agreement also
includes a standard invention assignment and confidential information covenant.
| Executive Compensation |
TRAEGER, INC. | 40 | 2024 Proxy Statement |
Jeremy Andrus Side Letter
We are party to a letter agreement (the “Side Letter”) under which Mr. Andrus agreed (i) to reduce his annual base salary
to $0 until December 31, 2026 and (ii) to not be eligible to receive an annual bonus with respect to 2021 or for any period
prior to December 31, 2026. Our Board believes that the lack of cash compensation, coupled with the design of Mr.
Andrus's equity awards, ensures that Mr. Andrus’s compensation over the next several years is directly and solely tied to
the Company’s achievement of superior performance.
Under the Side Letter, if Mr. Andrus’s employment is terminated by us without “cause” or due to our decision not to renew
Mr. Andrus’s employment term, or by Mr. Andrus for good reason, in each case, on or prior to the earlier of December 31,
2026 or a "change in control" of the Company, Mr. Andrus will receive $0 in respect of his base salary and up to 12
months’ Company-paid health benefits continuation, subject to Mr. Andrus’s execution of a general release of claims in
favor of our Company. In addition, Mr. Andrus’s unvested equity awards are subject to accelerated vesting as described in
the section entitled “—Andrus Award Treatment Upon Termination or Change in Control” below.
Dominic Blosil Offer Letter
Mr. Blosil is employed pursuant to an employment offer letter entered into with our Company in connection with his hiring
as our Vice President of Finance and Strategic Planning, which continued to govern his employment in 2023 as our Chief
Financial Officer. Mr. Blosil’s offer letter provides for base salary and participation in our standard benefit plans. Mr.
Blosil’s offer letter has no fixed term.
Pursuant to the terms of his offer letter, if Mr. Blosil’s employment is terminated by us without “cause” (as defined in the
offer letter), Mr. Blosil will be entitled to receive six months’ severance pay based on his base salary on the date of such
termination, subject to Mr. Blosil’s execution of a general release of claims in favor of our Company. The severance
benefits described in Mr. Blosil’s offer letter, solely as it relates to a change in control termination, were superseded by the
Company’s Executive Change in Control Severance Plan, which is described in further detail in the section entitled, “-CIC
Severance Plan” below. In addition, Mr. Blosil’s unvested equity awards are subject to accelerated vesting as described
in the section entitled “—Blosil and Hardy Award Treatment Upon Termination or Change in Control” below.
Pursuant to the terms of his offer letter, Mr. Blosil also entered into a separate agreement pursuant to which he is subject
to non-competition and employee and customer non-solicitation covenants during the term of his employment and for one
year thereafter. The agreement also includes a standard invention assignment and confidential information covenant.
Jim Hardy Offer Letter
Mr. Hardy is employed pursuant to an employment offer letter entered into with our Company in connection with his hiring
as our Chief Supply Chain Officer in March 2021, which continued to govern his employment in 2023.In December 2023,
Mr. Hardy's offer letter was amended by the Hardy Letter Agreement as further described below.
Mr. Hardy’s offer letter provides for base salary and participation in our standard benefit plans. Mr. Hardy’s offer letter has
no fixed term. Mr. Hardy’s offer letter does not provide for severance in the event of a termination of his employment,
however, Mr. Hardy is eligible to participate in the Company’s Executive Change in Control Severance Plan, which is
described in further detail in the section entitled, “CIC Severance Plan” below.
Pursuant to the terms of his offer letter, Mr. Hardy also entered into a separate agreement pursuant to which he is subject
to non-competition and employee and customer non-solicitation covenants during the term of his employment and for one
year thereafter. The agreement also includes a standard invention assignment and confidential information covenant.
Executive Compensation | |
TRAEGER, INC. | 41 | 2024 Proxy Statement |
Jim Hardy Letter Agreement
On December 1, 2023, the Compensation Committee of our Board approved a letter agreement (the “Hardy Letter
Agreement”) with Mr. Hardy that amends Mr. Hardy’s offer letter and sets forth certain compensation and benefits that Mr.
Hardy will be entitled to receive in connection with his appointment as President of Apption Labs Limited (d/b/a MEATER)
and related relocation to the United Kingdom.
Under the Hardy Letter Agreement, Mr. Hardy is entitled to reimbursement for certain relocation expenses in connection
with, and contingent upon, the relocation of his primary residence to Leicester, United Kingdom on or prior to January 1,
2024. Following his relocation to the United Kingdom, Mr. Hardy will be eligible to participate in employee benefit plans
maintained for the benefit of our regular full-time employees in the United Kingdom. In addition, we will provide United
Kingdom and United States healthcare coverage for Mr. Hardy and his spouse.
The Hardy Letter Agreement provides that during the term of Mr. Hardy’s employment as President of Apption Labs
Limited (d/b/a MEATER), Mr. Hardy will be entitled to (i) reimbursement for business class air travel expenses in
connection with up to two round trips taken by Mr. Hardy and his spouse between Leicester, United Kingdom and the
United States and (ii) receive certain tax equalization payments and tax return preparation assistance to the extent he
receives income, gains or benefits in connection with his employment that become taxable outside of the United States.
OTHER ELEMENTS OF COMPENSATION
Retirement Plans
We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who
satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the
same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their
compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match
100% of contributions made by participants in the 401(k) plan up to 4% of each employee's compensation, and these
matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a
vehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds
to the overall desirability of our executive compensation package and further incentivizes our employees, including our
named executive officers, in accordance with our compensation policies.
Employee Benefits and Perquisites
All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare
plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term
and long-term disability insurance, life insurance, and an employee assistance program.
In addition to the perquisites described above, Mr. Hardy is eligible to receive certain perquisites in connection with his
relocation to the United Kingdom, as described in the section entitled “Executive Compensation Arrangements— Jim
Hardy Letter Agreement” above.
We believe the perquisites described above are necessary and appropriate to provide a competitive compensation
package to our named executive officers.
No Tax Gross-Ups
We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any
of the compensation or perquisites paid or provided by us.
| Executive Compensation |
TRAEGER, INC. | 42 | 2024 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan
awards for our named executive officers as of December 31, 2023. Certain of Mr. Andrus’s equity awards that vested
pursuant to his 2022 Letter Agreement are no longer outstanding and so are not included in the table below; however, as
described in the section entitled “—Andrus 2022 Letter Agreement” above, they remain subject to clawback rights
intended to maintain the retention incentives of these awards by mirroring the original vesting schedule.
Stock Awards | |||||
Name | Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | ||
Jeremy Andrus | 4/13/2023 | 1,037,728 | (2) | 2,832,997 | |
Dominic Blosil | 8/31/2023 | 294,884 | (3) | 805,833 | |
8/31/2022 | 245,000 | (4) | 668,850 | ||
8/2/2021 | 119,259 | (3) | 325,577 | ||
Jim Hardy | 8/31/2023 | 266,800 | (3) | 728,364 | |
8/31/2022 | 221,667 | (4) | 605,151 | ||
8/31/2022 | 83,333 | (4) | 227,500 | ||
8/2/2021 | 72,592 | (3) | 197,176 | ||
1.Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on
December 29, 2023, which was $2.73.
2.Amount represents earned 2023 Performance Shares that vested on March 31, 2024, subject to Mr. Andrus’s continued service as our Chief Executive
Officer or Executive Chairman of our Board.
3.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second and third anniversaries of the grant date, subject to the
executive’s continued service through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards
that remain eligible to vest as of December 31, 2023.
4.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second and third anniversaries of August 31, 2022, subject to
the executive’s continued service through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU
awards that remain eligible to vest as of December 31, 2023.
Executive Compensation | |
TRAEGER, INC. | 43 | 2024 Proxy Statement |
CIC SEVERANCE PLAN
On April 20, 2022, the Compensation Committee adopted the Executive Change in Control Severance Plan (the “CIC
Severance Plan”), which is intended to provide payment of cash severance and other benefits to our executives, including
Messrs. Blosil and Hardy, in the event of a qualifying termination of employment with us.
Under the CIC Severance Plan, in the event of a termination of an executive’s employment by us without “cause” or by the
executive for “good reason” (as each such term is defined in the CIC Severance Plan), in either case, on or within 24
months following a change in control (as defined in the 2021 Plan) the executive will be eligible to receive the following
payments and benefits:
•a cash payment equal to the sum of (i) an amount equal to 200% of the executive’s then-current annual base
salary, (ii) an amount equal to the executive’s pro-rated target annual bonus, if any, for the year in which the
termination occurs, and (iii) an amount (the “COBRA Payment”) equal to the product obtained by multiplying (x)
the monthly COBRA premium payment paid by the executive for himself or herself and his or her covered
dependents by (y) 24 months, payable in lump sum 30 days following the date of termination;
•a cash payment equal to the taxes incurred by the executive in connection with his or her receipt of the COBRA
Payment, which is intended to restore the executive to the same position on an after-tax basis as he or she
would have been had he or she not incurred any tax liability with respect to the COBRA Payment; and
•full accelerated vesting of outstanding equity awards granted under the 2021 Plan that vest solely based on the
passage of time.
All severance payments and benefits under the CIC Severance Plan are subject to the executive’s execution and, to the
extent applicable, non-revocation of a release of claims in favor of the Company at the time of the executive’s termination
of employment, and the executive’s continued compliance with any applicable restrictive covenants. In addition, in the
event that any payment under the CIC Severance Plan, together with any other amounts paid to the executive by the
Company, would subject such executive to an excise tax under Section 4999 of the Internal Revenue Code, such
payments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.
Other than the benefits described above, none of our named executive officers are entitled to any severance or change in
control benefits.
AWARD TREATMENT UPON TERMINATION OR CHANGE IN CONTROL
Our named executive officers hold RSUs, and Mr. Andrus holds PSUs and performance-based restricted shares, under
our 2021 Plan. Each of these awards is subject to certain accelerated vesting provisions in connection with a qualifying
termination of employment, as described below.
ANDRUS AWARD TREATMENT UPON TERMINATION OR CHANGE IN
CONTROL
Under the 2022 Letter Agreement, the Company has certain clawback rights with respect to the RSUs that became vested
on August 31, 2022 pursuant to the 2022 Letter Agreement, which are intended to maintain the retention incentives of the
RSUs by mirroring their former vesting schedule. In the event that Mr. Andrus experiences a termination of service, other
than due to a qualifying termination, prior to an original vesting date of such RSU, Mr. Andrus will forfeit and return to the
Company that number of shares of Common Stock that would not have vested pursuant to the terms of the original award
agreements or, if he has disposed of or transferred such shares, he will deliver to the Company the corresponding value
of those shares plus any gain realized in connection with such sale or other transfer.
Under the award agreement evidencing the 2023 Performance Shares, if the Company had incurred a change in control
(as defined in the 2021 Plan) or if Mr. Andrus’s service had been terminated by us without cause, by Mr. Andrus for good
| Executive Compensation |
TRAEGER, INC. | 44 | 2024 Proxy Statement |
reason, or due to Mr. Andrus’s death or disability (each as defined in his award agreement), in any case, before the 2023
Performance Shares had vested, the previously-earned 2023 Performance Shares would have vested, subject to Mr.
Andrus’s timely execution and non-revocation of a general release of claims, and continued compliance with customary
restrictive covenants.
For further details regarding the Andrus 2022 Letter Agreement and 2023 Performance Shares, see the section entitled
“—Equity Compensation” above.
BLOSIL AND HARDY AWARD TREATMENT UPON TERMINATION OR
CHANGE IN CONTROL
As discussed in the section entitled “—CIC Severance Plan” above, in the event of a termination of the applicable
executive’s employment by us without cause or by the executive for good reason, in either case, on or within 24 months
following a change in control, all of the time-vesting awards then-held by such executive will vest in full, to the extent then-
unvested.
Executive Compensation | |
TRAEGER, INC. | 45 | 2024 Proxy Statement |
CERTAIN RELATIONSHIPS
AND RELATED PERSON
TRANSACTIONS
POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS
Our Board has adopted a written related person transaction policy that sets forth the following policies and procedures for
the review and approval or ratification of related person transactions. Under the policy, our legal team is primarily
responsible for developing and implementing processes and procedures to obtain information regarding related persons
with respect to potential related person transactions and then determining, based on the facts and circumstances, whether
such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the
policy. If our legal team determines that a transaction or relationship is a related person transaction requiring compliance
with the policy, our legal department is required to present to the Audit Committee all relevant known facts and
circumstances relating to the related person transaction. Our Audit Committee must review the relevant facts and
circumstances of each related person transaction, including if the transaction is on terms comparable to those that could
be obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interest
of the Company and its stockholders, and the extent of the related person’s interest in the transaction, take into account
the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either
approve or disapprove the related person transaction. If advance Audit Committee approval of a related person
transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into
by management upon prior approval of the transaction by the Chairperson of the Audit Committee subject to ratification of
the transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting; provided, that if
ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a
transaction was not initially recognized as a related person transaction, then upon such recognition the transaction will be
presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting; provided, that
if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. Our
management will update the Audit Committee as to any material changes to any approved or ratified related person
transaction and will provide a status report at least annually of all then current related person transactions. No director
may participate in approval of a related person transaction for which he or she is a related person.
RELATIONSHIPS AND TRANSACTIONS WITH DIRECTORS, EXECUTIVE
OFFICERS AND SIGNIFICANT STOCKHOLDERS
The following are certain transactions, arrangements and relationships with our directors, executive officers and
stockholders owning 5% or more of our outstanding Common Stock, or any member of the immediate family of any of the
foregoing persons, since January 1, 2022, other than equity and other compensation, termination, change in control and
other arrangements, which are described above under “Executive Compensation” and “Executive Compensation-Director
Compensation.”
TRAEGER, INC. | 46 | 2024 Proxy Statement |
Stockholders Agreements
The Stockholders Agreement grants the AEA Fund, OTPP and TCP the right, but not the obligation, to designate a
number of individuals for election to our Board at any meeting of our stockholders (or consent in lieu of a meeting) at
which directors are to be elected. Pursuant to the Stockholders Agreement, we are required to, among other things,
nominate a number of individuals for election as our directors at any meeting of our stockholders (or consent in lieu of a
meeting) at which directors are to be elected, designated by the AEA Fund, OTPP and TCP, such that, upon the election
of such individual and each other individual designated by or at the direction of our Board or a duly authorized committee
of the board, as a director of our company, the number of:
•AEA Designees serving as directors will be equal to (i) three (3) directors, if certain affiliates of the AEA Fund
continue to beneficially own at least 20% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO, (ii) two (2) directors, if certain affiliates of the AEA Fund continue to beneficially
own less than 20% but at least 10% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO, or (iii) one (1) director, if certain affiliates of the AEA Fund continue to beneficially
own less than 10% but at least 5% of the aggregate number of shares of Common Stock outstanding
immediately following our IPO;
•OTPP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of OTPP continue to
beneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately
following our IPO, or (ii) one (1) director, if certain affiliates of OTPP continue to beneficially own less than 10%
but at least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO;
and
•TCP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of TCP continue to
beneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately
following our IPO, or (ii) one (1) director, if certain affiliates of TCP continue to beneficially own less than 10% but
at least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO.
Each of the AEA Fund, OTPP and TCP agrees to vote, or cause to vote, all of their outstanding shares of our Common
Stock (whether at a meeting or by consent), so as to cause the election of the AEA Designees, OTPP Designees and TCP
Designees, in each case to the extent that each or any of the AEA Fund, OTPP and TCP have exercised their right to
designate individuals for election to the Board.
If the number of individuals that any of the AEA Fund, OTPP or TCP has the right to designate is decreased because of
the decrease in its in ownership, then any corresponding AEA Designees, OTPP Designees or TCP Designees will
immediately tender his or her resignation for consideration by our Board and, if such resignation is requested by our
Board, such director shall resign within thirty (30) days of the date on which the relevant stockholder’s right to designate
individuals for election as our directors was decreased pursuant to the terms of the Stockholders Agreement.
Notwithstanding the foregoing, a director may resign at any time regardless of the period of time left in his or her then
current term.
In addition, pursuant to the Stockholders Agreement, and subject to our Certificate of Incorporation and our Bylaws, for so
long as the AEA Fund, OTPP and TCP collectively beneficially own at least 30% of the aggregate number of shares of
Common Stock outstanding immediately following our IPO, certain actions by us or any of our subsidiaries will require the
prior written consent of each of the AEA Fund, OTPP and TCP so long as such stockholder is entitled to designate at least
two (2) directors for nomination to our Board. The actions that will require prior written consent include: (i) change in
control transactions, (ii) acquiring or disposing of assets or any business enterprise or division thereof for consideration in
excess of $250.0 million in any single transaction or series of transactions, (iii) increasing or decreasing the size of our
Board or the board of directors of any of our subsidiaries, (iv) terminating the employment of our Chief Executive Officer or
Certain Relationships and Related Person Transactions | |
TRAEGER, INC. | 47 | 2024 Proxy Statement |
hiring a new chief executive officer, and (v) initiating any liquidation, dissolution, bankruptcy or other insolvency
proceeding involving us or any of our significant subsidiaries.
Management Stockholders Agreement
The Management Stockholders Agreement requires us to, among other things, nominate Jeremy Andrus, our Chief
Executive Officer and Chairman of the Board, for election as a director at any applicable meeting of our stockholders (or
consent in lieu of a meeting), for so long as Mr. Andrus serves in his capacity as our Chief Executive Officer or, if Mr.
Andrus is no longer serving as our Chief Executive Officer, until the earlier of (i) the termination of Mr. Andrus’s
employment by us or any of our subsidiaries for cause, and (ii) the date on which Mr. Andrus ceases to beneficially own
greater than 2% of the shares of Common Stock then outstanding.
In addition, pursuant to the Management Stockholders Agreement, for so long as a Trigger Event has not occurred, upon
each of the first, second and third consecutive vacancies on our Board resulting from a decrease in the number of AEA
Designees, OTPP Designees or TCP Designees pursuant to the terms of the Stockholders Agreement, Mr. Andrus will
have the right to designate the initial replacement director, and we will be required to nominate such individual for election
as our director at the immediately succeeding applicable meeting of our stockholders (or consent in lieu of a meeting). In
the event that Mr. Andrus is no longer serving as our Chief Executive Officer and for so long as a Trigger Event has not
occurred, (i) any director designated by Mr. Andrus in accordance with the foregoing sentence shall satisfy the standards
of independence established for independent directors and the additional independence standards applicable to audit
committee members established pursuant to Rule 10A-3 under the Exchange Act and shall not be an affiliate of Mr.
Andrus, and (ii) we will appoint Mr. Andrus as our Executive Chairman if he still serves on our Board.
Coordination Agreement
In connection with our IPO, the Investors entered into a coordination agreement, dated as of July 28, 2021 (the
“Coordination Agreement”). Pursuant to the Coordination Agreement, the Investors agree, subject to certain limited
exceptions, to certain limitations on their ability to sell or transfer any shares of Common Stock. For example, the
Coordination Agreement requires the Investors to make reasonable efforts to provide notice to the other Investors and to
coordinate their sales of Common Stock for certain transfers including, but not limited to (i) transfers by the Investors of
their shares pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) distributions to
partners, and (iii) tag-along rights regarding certain private sales of Common Stock. Any Investor may withdraw from the
Coordination Agreement in the event such Investor holds less than three percent (3%) of the aggregate then-outstanding
shares of our Common Stock.
Registration Rights Agreement
In connection with our IPO, we, the Investors and certain other stockholders entered into a registration rights agreement,
dated of July 28, 2021 (the “Registration Rights Agreement”). The Registration Rights Agreement provides the Investors
and certain other stockholders, under certain circumstances and subject to certain restrictions, with certain rights with
respect to the registration of their shares of Common Stock under the Securities Act, including customary demand and
piggyback registration rights.
Other Transactions
We outsource a portion of our customer service and support operations to a third party. This third party is owned in part by
OTPP and TCP. The total amount of expenses associated with such services was $6.4 million for the year ended
December 31, 2022 and $5.8 million for the year ended December 31, 2023. The amount payable to the third party as of
December 31, 2023 was $1.0 million.
| Certain Relationships and Related Person Transactions |
TRAEGER, INC. | 48 | 2024 Proxy Statement |
Indemnification Agreements
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to
certain exceptions contained in our Bylaws. In addition, our Amended and Restated Certificate of Incorporation provides
that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by law.
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification
agreements provide the indemnities with contractual rights to indemnification, and expense advancement and
reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those
agreements.
There is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being
sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or
executive officer.
Certain Relationships and Related Person Transactions | |
TRAEGER, INC. | 49 | 2024 Proxy Statement |
STOCKHOLDERS’ PROPOSALS
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2024
Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our
Secretary at our offices, 533 South 400 West, Salt Lake City, Utah 84101 in writing not later than December [ ], 2024.
Stockholders intending to present a proposal at the 2025 Annual Meeting of Stockholders, but not to include the proposal
in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in
our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of
record of their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the
anniversary of the preceding year’s annual meeting of the Company's stockholders. Therefore, we must receive notice of
such a proposal or nomination for the 2025 Annual Meeting of Stockholders no earlier than February 11, 2025 and no
later than March 13, 2025. The notice must contain the information required by the Bylaws, a copy of which is available
upon request to our Secretary. In the event that the date of the 2025 Annual Meeting of Stockholders is more than 30
days before or more than 60 days after June 11, 2025, then our Secretary must receive such written notice not later than
the close of business on the 90th day prior to the 2025 Annual Meeting or, if later, the close of business on 10th day
following the day on which public disclosure of the date of such meeting is first made by us.
In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must
provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not
comply with these or other applicable requirements.
TRAEGER, INC. | 50 | 2024 Proxy Statement |
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
As of the date of this report, the Audit Committee consisted of three members: Wayne Marino, who serves as the Chair of
the Committee, Raul Alvarez and Wendy A. Beck. Each member is an independent director under NYSE and SEC rules.
The Audit Committee has the duties and powers described in its written charter adopted by the Board. The Audit
Committee met seven times in 2023. A copy of the charter is available on Traeger’s website at investors.traeger.com.
During 2023, the Audit Committee assisted the Board’s oversight and monitoring of:
•Traeger’s financial statements and other financial information provided by Traeger to its stockholders and others;
•compliance with legal, regulatory and public disclosure requirements;
•the independent auditors, including their qualifications and independence;
•Traeger’s system of internal controls, including the internal audit function;
•treasury and finance matters;
•Traeger’s Cyber and Data Security plan;
•Traeger's Generative Artificial Intelligence Tools Usage Policy;
•risk assessment and risk management, including with respect of information and cybersecurity matters; and
•the auditing, accounting and financial reporting processes generally.
The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or
certifiers of Traeger’s financial statements.
The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by
Traeger’s independent registered public accounting firm, Ernst & Young LLP. In fulfilling its oversight responsibility, the
Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public
accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the
independent auditors, and the extent to which the independent registered public accounting firm may be retained to
perform non-audit services.
Ernst & Young LLP has served as Traeger’s independent registered public accounting firm since 2017 and rotates its lead
audit engagement partner every five years. The Audit Committee is directly involved in the selection of the lead
engagement partner.
The Audit Committee has reviewed the audited consolidated financial statements of Traeger for the fiscal year ended
December 31, 2023 and has discussed these financial statements with management and Ernst & Young LLP. The Audit
Committee has also received from, and discussed with, Ernst & Young LLP various communications that such
independent registered public accounting firm is required to provide to the Audit Committee, including the matters required
to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the
SEC.
Traeger’s independent registered public accounting firm also provided the Audit Committee with a formal written
statement required by the applicable requirements of the PCAOB describing all relationships between the independent
registered public accounting firm and Traeger, including the disclosures required by the applicable requirements of the
PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee
TRAEGER, INC. | 51 | 2024 Proxy Statement |
concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting
firm its independence from Traeger.
Based on its discussions with management and the independent registered public accounting firm, and its review of the
representations and information provided by management and the independent registered public accounting firm, the
Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in
Traeger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Wayne Marino (Chair)
Raul Alvarez
Wendy A. Beck
| Report of the Audit Committee of the Board of Directors |
TRAEGER, INC. | 52 | 2024 Proxy Statement |
Proposal 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2024. Our Board has directed that this appointment be submitted to our stockholders for
ratification at the Annual Meeting. Although ratification of our appointment of Ernst & Young LLP is not required, we value
the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate
governance practice.
Ernst & Young LLP also served as our independent registered public accounting firm for the fiscal year ended
December 31, 2023. Neither Ernst & Young LLP nor any of its members has any direct or indirect financial interest in or
any connection with us in any capacity other than as our auditors, providing audit and non-audit services. A representative
of Ernst & Young LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be
available to respond to appropriate questions from stockholders.
In the event that the appointment of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will
consider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2025. Even if the
appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent
auditor at any time if it determines that such a change is in the interest of the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND
OTHER MATTERS
The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed
to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other
services:
Fee Category | 2023 ($) | 2022 ($) | |
Audit Fees(1) | 1,468,828 | 1,457,499 | |
Audit-Related Fees | — | — | |
Tax Fees(2) | 64,990 | 349,928 | |
All Other Fees | — | — | |
Total Fees | 1,533,818 | 1,807,427 |
1.Audit fees consisted of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, the review
of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, registration statement
filings and issuance of consents and other matters.
2.Tax fees consisted of fees for professional services primarily for tax compliance services.
TRAEGER, INC. | 53 | 2024 Proxy Statement |
AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES
The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions
pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-
approved. The Pre-Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit,
audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit
Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in
the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Ernst & Young LLP has
received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or
by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-
approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-
approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the
SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best
positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s
business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the
Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no
one factor should necessarily be determinative. The Audit Committee may, on a periodic basis, review and generally pre-
approve the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without
first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-
approved services from time to time, based on subsequent determinations. The Audit Committee pre-approved all
services performed since the pre-approval policy was adopted.
The Board of Directors unanimously recommends a vote “FOR” the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024. | ||
| Proposal 2 |
TRAEGER, INC. | 54 | 2024 Proxy Statement |
Proposal 3
APPROVE AN AMENDMENT
TO OUR AMENDED AND
RESTATED CERTIFICATION
OF INCORPORATION
In Proposal 3, the Board seeks the approval of an amendment to the Certificate of Incorporation to provide for the
exculpation of officers of the Company to the extent permitted by the DGCL (the "Exculpation Amendment"). A copy of the
Exculpation Amendment contemplated by Proposal 3, marked to show changes against our current Certificate of
Incorporation, is attached hereto as Annex A.
Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended (“Amended 102(b)(7)”), to enable a corporation to
include in its certificate of incorporation a provision exculpating certain corporate officers from liability for breach of the
fiduciary duty of care in certain circumstances. Previously, Section 102(b)(7) of the DGCL provided for the ability to
exculpate directors only and our Certificate of Incorporation currently limits the monetary liability of our directors in certain
circumstances consistent with Section 102(b)(7) of the DGCL. Amended 102(b)(7) allows for the exculpation of certain
officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate
officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims
brought by stockholders in the name of the corporation. Further, Amended 102(b)(7) does not permit a corporation to
exculpate covered officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal
benefit. Under Amended 102(b)(7), the officers who may be exculpated include a person who (i) is the president, chief
executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting
officer of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is
or was identified in the corporation’s public filings with the SEC because such person is or was one of the most highly
compensated executive officers of the corporation, or (iii) has consented to services of process in Delaware by written
agreement (“Covered Officers”).
EFFECT OF THE EXCULPATION AMENDMENT
The Exculpation Amendment contemplated by Proposal 3 would allow for the exculpation of our officers to the fullest
extent permitted by the DGCL. As described above, this currently means that the Exculpation Amendment would allow for
the exculpation of Covered Officers only in connection with direct claims brought by stockholders, including class actions,
but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for
derivative claims brought by stockholders in the name of the corporation. Further, the Exculpation Amendment would not
limit the liability of officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which
the officer derived an improper personal benefit.
TRAEGER, INC. | 55 | 2024 Proxy Statement |
REASONS FOR THE EXCULPATION AMENDMENT
Our Board believes that adopting the Exculpation Amendment contemplated by Proposal 3 would better position the
Company to attract top officer candidates and retain our current officers. The Exculpation Amendment would also more
closely align the protections available to our officers with those already available to our directors. We believe that failing to
adopt the Exculpation Amendment could impact our recruitment and retention of exceptional officer candidates who
conclude that the potential exposure to liabilities, costs of defense, and other risks of proceedings exceeds the benefits of
serving as an officer of the Company.
In addition, adopting the Exculpation Amendment would enable the officers to exercise their business judgment in
furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability.
The nature of the role of officers often requires them to make decisions on crucial matters. Frequently, officers must make
decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations,
claims, actions, suits, or proceedings seeking to impose liability based on hindsight, especially in the current litigious
environment and regardless of merit. Limiting our current and prospective officers’ concern about personal risk would
empower officers to best exercise their business judgment in furtherance of stockholder interests and better position the
Company to retain our current officers and attract top officer candidates. Enhancing our ability to retain and attract
experienced officers is in the best interests of the Company and its stockholders and we should seek to assure such
persons that exculpation under certain circumstances is available.
Certain of our officers would stand to benefit if the Exculpation Amendment is adopted, as it could reduce their potential
monetary liability for certain breaches of their fiduciary duty to the Company. However, in view of the considerations
described above, our Board has unanimously determined to approve and recommend that our shareholders approve the
Exculpation Amendment.
If our stockholders approve the Exculpation Amendment, our Board has authorized our officers to file a Certificate of
Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder
approval of the Exculpation Amendment at the Annual Meeting, and the Certificate of Amendment would become effective
upon acceptance by the Delaware Secretary of State. The Board retains authority to determine when to file the Certificate
of Amendment with the Delaware Secretary of State and to abandon the Exculpation Amendment notwithstanding prior
stockholder approval of such amendments.
VOTE REQUIRED
This proposal requires the affirmative vote of the holders of the Company’s outstanding Common Stock representing at
least sixty-six and two-thirds percent (66 2/3%) of the votes entitled to be cast in any election of directors. Abstentions and
broker non-votes will have the same effect as votes against the proposal.
The Board of Directors unanimously recommends a vote “FOR” the amendment to the Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company to the extent permitted by the DGCL. | ||
| Proposal 3 |
TRAEGER, INC. | 56 | 2024 Proxy Statement |
AVAILABILITY OF ANNUAL REPORT
ON FORM 10-K
A copy of Traeger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial
statements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of
record on April 15, 2024 without charge upon written request addressed to:
Traeger, Inc.
Attention: Secretary
533 South 400 West
Salt Lake City, Utah 84101
A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report
on Form 10-K at www.proxyvote.com. You also may access our Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 at investors.traeger.com.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR
SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY
STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE
PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE
PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER
SOLICITATION.
By Order of the Board of Directors
Courtland Astill
General Counsel
Salt Lake City, Utah
April [__], 2024
TRAEGER, INC. | 57 | 2024 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT
THE ANNUAL MEETING
OF STOCKHOLDERS
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
The Record Date for the Annual Meeting is April 15, 2024. You are entitled to vote at the Annual Meeting only if you were
a holder of record of Common Stock at the close of business on that date, or if you hold a valid proxy for the Annual
Meeting. Each outstanding share of Common Stock is entitled to one vote on all matters presented at the Annual Meeting.
At the close of business on the Record Date, there were [ ] shares of Common Stock outstanding and entitled to vote at
the Annual Meeting.
WHAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER”
AND HOLDING SHARES IN “STREET NAME”?
A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of
a bank or broker on a person’s behalf.
AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN “STREET
NAME”?
Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held
in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or
brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial
owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is
required to vote your shares in accordance with your instructions. If your shares are held in "street name" and you would
like to vote your shares online at the Annual Meeting, you should contact your bank or brokerage firm to obtain your 16-
digit control number or otherwise vote through the bank or brokerage firm.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL
MEETING?
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting
online or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled
to vote on the Record Date will constitute a quorum.
WHO CAN ATTEND THE ANNUAL MEETING?
Traeger has decided to hold the Annual Meeting entirely online this year. You may attend the Annual Meeting online only
if you are a Traeger stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual
Meeting. You may attend and participate in the Annual Meeting by visiting the following website:
www.virtualshareholdermeeting.com/COOK2024. To attend and participate in the Annual Meeting, you will need the 16-
digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your
proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit
control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the
Annual Meeting as a “Guest,” but you will not be able to vote or ask questions as of the Record Date. The meeting
TRAEGER, INC. | 58 | 2024 Proxy Statement |
webcast will begin promptly at 1:00 p.m., Mountain Time. We encourage you to access the meeting prior to the start time.
Online check-in will begin at 12:45 p.m., Mountain Time, and you should allow ample time for the check-in procedures.
WHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?
If a quorum is not present at the scheduled time of the Annual Meeting, then either (i) the Chairperson of the Annual
Meeting or (ii) a majority of the voting power of the stockholders entitled to vote thereon, present in person, or by remote
communication, if applicable, or represented by proxy, shall have the power to adjourn the meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET
NOTICE OR MORE THAN ONE SET OF PROXY MATERIALS?
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please
vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials,
please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing,
dating and returning the enclosed proxy card in the enclosed envelope.
HOW DO I VOTE?
Stockholders of Record. If you are a stockholder of record, you may vote:
•by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet
Notice or proxy card;
•by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy
card;
•by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by
mail; or
•Electronically at the Meeting—If you attend the meeting online, you will need the 16-digit control number included
in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote
electronically during the meeting.
Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59
p.m., Eastern Time, on June 10, 2024. To participate in the Annual Meeting, including to vote via the Internet or
telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the
instructions that accompanied your proxy materials.
Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible
to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still
decide to attend the Annual Meeting and vote your shares electronically.
Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker,
you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your
shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain
banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at
the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote
through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but
you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. You will need to obtain
your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.
Questions and Answers About the Annual Meeting of Stockholders | |
TRAEGER, INC. | 59 | 2024 Proxy Statement |
CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?
Yes.
If you are a registered stockholder, you may revoke your proxy and change your vote:
•by submitting a duly executed proxy bearing a later date;
•by granting a subsequent proxy through the Internet or telephone;
•by giving written notice of revocation to the Secretary of Traeger prior to the Annual Meeting; or
•by voting online at the Annual Meeting.
Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual
Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy
is voted or you vote online at the Annual Meeting.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific
directions provided to you by your bank or broker, or you may vote online at the Annual Meeting by obtaining your 16-digit
control number or otherwise voting through the bank or broker.
WHO WILL COUNT THE VOTES?
A representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance
with the recommendations of the Board. The Board’s recommendations are indicated beginning on page 1 of this proxy
statement, as well as within the description of each proposal in this proxy statement.
WILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL
MEETING?
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the
stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote
your shares in accordance with their best judgment.
WHY HOLD A VIRTUAL MEETING?
A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from
any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting
www.virtualshareholdermeeting.com/COOK2024. You also will be able to vote your shares electronically at the Annual
Meeting by following the instructions above.
WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL
MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING
THE VIRTUAL MEETING WEBSITE?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting
website, and the information for assistance will be located on www.virtualshareholdermeeting.com/COOK2024.
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WILL THERE BE A QUESTION AND ANSWER SESSION DURING THE
ANNUAL MEETING?
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted
online during the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders
that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by following the procedures outlined
above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each
stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will
not address questions that are, among other things:
•irrelevant to the business of the Company or to the business of the Annual Meeting;
•related to material non-public information of the Company, including the status or results of our business since
our last Quarterly Report on Form 10-Q;
•related to any pending, threatened or ongoing litigation;
•related to personal grievances;
•derogatory references to individuals or that are otherwise in bad taste;
•substantially repetitious of questions already made by another stockholder;
•in excess of the two question limit;
•in furtherance of the stockholder’s personal or business interests; or
•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or
Secretary in their reasonable judgment.
Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual
Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by
following the procedures outlined above in “Who can attend the Annual Meeting?”.
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HOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE
PROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND
BROKER NON-VOTES BE TREATED?
Proposal | Votes required | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
Proposal 1: Election of Directors | The plurality of the votes cast. This means that the three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. | Votes withheld and broker non-votes will have no effect. |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non- votes). | Abstentions will have no effect. We do not expect any broker non-votes on this proposal. |
Proposal 3: Approval of an amendment to our Amended and Restated Certificate of Incorporation in order to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the DGCL. | The affirmative vote of the holders of the Company's outstanding Common Stock representing at least sixty-six and two- thirds percent (66 2/3%) of the votes entitled to be cast in any election of directors. | Abstentions and broker non-votes will have the same effect as votes against the proposal. |
WHAT IS A “VOTE WITHHELD” AND AN “ABSTENTION” AND HOW WILL
VOTES WITHHELD AND ABSTENTIONS BE TREATED?
A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the
proposal regarding the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm and the proposal regarding an amendment to our Certificate of Incorporation, represents a stockholder’s
affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to
vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions have
no effect on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.
Abstentions will have the same effect as a vote against the proposal regarding an amendment to our Certificate of
Incorporation.
WHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR
DETERMINING A QUORUM?
Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with
respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and
(2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on
routine matters, such as the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions
from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine
matters, such as the election of directors or the amendment to our Amended and Restated Certificate of Incorporation.
Broker non-votes count for purposes of determining whether a quorum is present.
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WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current
Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.
WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIALS RATHER THAN A FULL SET OF PROXY MATERIALS?
In accordance with the SEC rules, we have elected to furnish our proxy materials, including this proxy statement and the
Annual Report, primarily via the Internet rather than by mailing the materials to stockholders. The Notice of Internet
Availability of Proxy Materials provides instructions on how to access our proxy materials on the Internet, how to vote, and
how to request printed copies of the proxy materials. Stockholders may request to receive future proxy materials in printed
form by following the instructions contained in the Notice of Internet Availability of Proxy Materials. We encourage
stockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of our
Annual Meeting.
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OTHER BUSINESS
Our Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to
above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come
before the Annual Meeting, it is intended that holders of the proxies named on the Company’s proxy card will vote thereon
in their discretion.
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SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of our Board, whose Notice of Annual Meeting is attached to this
proxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be
solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not
be specially compensated for these services. We will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and
other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.
Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and
officers is based upon information received from the individual directors and officers.
Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as
and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.
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ANNEX A
RESOLVED, that Article VIII of the Amended and Restated Certificate of Incorporation of the Corporation, as
amended and/or restated to date, be amended and restated in its entirety to read as follows:
No director of the Corporation shall have any personal liability to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such
exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter
may be amended. Any amendment, repeal or modification of this Article VIII, or the adoption of any provision
of the Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or
protection of a director or officer of the Corporation with respect to any act or omission occurring prior to
such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the
stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal
liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated
or limited to the fullest extent permitted by the DGCL as so amended.
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