Simply Good Foods Co DEF 14A, filed Dec 12, 2024

Simply Good Foods Co (SMPL)

DEF 14A 2024-12-12 For: 2025-01-23

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Added on June 12, 2026

About this DEF 14A

Simply Good Foods Co filed this DEF 14A on December 12, 2024.

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	Items of Business			Board Recommendation
	Proposal 1			FOR EACH NOMINEE
	Election of the 11 director nominees
	Proposal 2			FOR
	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025
	Proposal 3			FOR
	Advisory vote to approve the compensation of our named executive officers

PROXY STATEMENT SUMMARY		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		11

PROPOSAL ONE:	ELECTION OF DIRECTORS	23
EXECUTIVE OFFICERS		37
COMPENSATION DISCUSSION AND ANALYSIS		40
Executive Summary		40
COMPENSATION COMMITTEE REPORT		52
COMPENSATION TABLES		53
Equity Compensation Plan Information		64
Delinquent Section 16(a) Reports		64
OWNERSHIP OF SIMPLY GOOD FOODS COMMON STOCK BY CERTAIN BENEFICIAL OWNERS		65
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		67

PROPOSAL TWO:	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025		68
AUDIT COMMITTEE REPORT		70

PROPOSAL THREE:	ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS		71
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		73
Information About Attending the Annual Meeting		73
Information About this Proxy Statement		74
Information About Voting		74
Revocation of Proxies		75
Quorum Requirement		75
Required Votes for Action to be Taken		75
Other Business to be Considered		76
MISCELLANEOUS		77
Stockholder Proposals for the 2026 Annual Meeting of Stockholders		77
Expenses of Soliciting Proxies		77
Householding		77
Other Matters		77
ANNEX I – NON-GAAP RECONCILIATIONS		I-1

		Our Purpose
		We’re raising the bar on what food can be. We say no to the status quo, and we say yes to making better food. Food that offers robust nutrition, not hollow nutrition. Energy, not depletion. Enjoyment, not regret. Simply, we’re on a mission to make food that works for you — that is radically nutritious and defyingly delicious. Better nutrition made easy so you can live well. We don’t compromise, so you never have to.
		Our Values
		• Simply Bold • Simply Deliver • Simply Learn and Grow • Simply Together • Simply Kind

	$1,331.3M				$139.3M				$269.1M
	net sales				net income				Adjusted EBITDA

				Strong Cash Generation
				Our asset-light, outsourced manufacturing business model continues to be a competitive advantage. In fiscal year 2024, we generated steady cash flow from operations of $215.7 million, an increase of about 26% versus the prior year. In fiscal year 2024, the Company repaid $135.0 million of its term loan debt, and at the end of the year, the outstanding principal balance was $400.0 million. As of August 31, 2024, the Company had cash of $132.5 million and a trailing 12-month Net Debt to Adjusted EBITDA ratio of 1.0.x*.
				Only What You Need (OWYN) Acquisition
				On June 13, 2024, the Company completed the acquisition of Only What You Need, Inc. (“OWYN”). Simply Good Foods funded the cash purchase price of $280.0 million, excluding post-closing purchase price adjustments and before transaction related fees, through a combination of cash on its balance sheet and an incremental borrowing of $250.0 million under its outstanding credit facility. The incremental portion of the term loan was priced to lenders at par.
				Increasing Market Performance in Attractive Nutritional Snacking Category
				Total Simply Good Foods retail takeaway in the combined measured and unmeasured channels increased 8%. The acquired OWYN business was a good contributor of point-of-sales growth from the date of acquisition. Retail takeaway for Quest and Atkins increased about 5%. Specifically, Quest fiscal year 2024 retail takeaway in the combined measured and unmeasured channels grew about 13% compared to fiscal year 2023. Atkins total retail takeaway in the combined measured and unmeasured channels was down about 5% in fiscal year 2024. We believe the long-term growth outlook for the nutritional snacking category is strong, and we are well-positioned within the category with our Quest, Atkins and OWYN brands. We also believe current low household penetration coupled with consumer interest in snacking and wellness, provide tailwinds for future growth.
				Supply Chain Excellence
				Our supply chain team performed well and customer service levels during fiscal year 2024 returned to historical levels. Gross profit was $511.6 million, an increase of $58.1 million, or nearly 13% compared to the prior year. The increase was driven by the legacy business, due to lower ingredient and packaging costs, partially offset by a non-cash $3.2 million inventory purchase accounting step-up adjustment related to the OWYN acquisition. As a result, gross margin was 38.4%, a 190 basis point increase compared to last year.

				BY PHONE: Call 1-800-690-6903, and follow the instructions on the proxy card
				BY INTERNET: Before the Annual Meeting: proxyvote.com During the Annual Meeting: virtualshareholdermeeting.com/SMPL2025
				BY MAIL: If you received your proxy materials by mail, you can vote by mail by signing, dating and mailing the enclosed proxy card.


		Grounded by science and more than 100 clinical studies, the Atkins low carb lifestyle has helped millions of people achieve their personal weight management and health goals. Our portfolio of products includes protein bars, ready-to-drink shakes, chips, cookies, confectionary treats and frozen meals to support a low carb/low sugar lifestyle, with 100% free access to all tools including our website, 1600+ recipes, meal planner, mobile app, community forums, and more.


		Quest is the ultimate snack hack with great tasting nutrition. Whether you’re smashing your health goals or just need a convenient, protein-packed pick-me-up, Quest makes your journey fun and rewarding. From protein bars and shakes to cookies, chips, and baked treats, every bite is crafted to taste amazing while keeping net carbs and sugar in check.


		OWYN is a plant-based nutrition company true to its name, Only What You Need. Guided by a mission to set new standards in transparency and quality, OWYN offers a range of top 9 allergen-friendly protein products, including ready-to-drink protein shakes and protein powders. With clean formulations built from purposefully selected ingredients, OWYN redefines what plant-based nutrition can deliver, uniting great taste and transparency in every product offering.

				Robust Innovation
				A portion of our sales is driven by new products, and we believe innovation is, and will continue to be, an important component of our business. In fiscal year 2024, we continued to build a robust pipeline of innovation across our Quest and Atkins brands. These new products are now available, or will be available in fiscal year 2025, and we believe these new products position us for continued market share gains in fiscal year 2025 and beyond. We believe the diversification of our business across brands, product forms and retail channels provides us with multiple ways to win in the marketplace.

	INDEPENDENCE				OVERSIGHT & ACCOUNTABILITY				COMPENSATION CONTROLS
	• More than 90% of directors and nominees are independent • Chairman of the Board of Directors (the “Board”) is independent • All members of the Compensation, Audit, Corporate Responsibility and Sustainability and Nominating and Corporate Governance Committees are independent • Compensation consultant is independent				• All directors stand for election annually • Majority vote director resignation policy for uncontested elections • Third-party anonymous ethics reporting hotline • Frequent engagement by management with institutional stockholders • Executive sessions of non- management directors at each Board meeting • Board oversight of risk and risk management • Audit Committee oversight of food safety and cybersecurity risks • Separate Corporate Responsibility and Sustainability Committee for oversight of environmental, social and governance (“ESG”) matters • Annual Board and committee self- assessments				• Robust director and executive officer stock ownership guidelines • No hedging or pledging permitted by executive officers and directors • Compensation policies and programs that discourage excessive risk-taking


				Health & Safety / Reporting
				Our focus is on providing safe and healthy working environments for all employees and consultants. Our employees are encouraged to take proactive measures toward accident prevention and safety. Employees have the right to refuse and report any unsafe or unhealthy working conditions. We aim to meet or exceed applicable laws and industry standards regarding safe and healthy working conditions.
				Human Rights & Employment Practices
				Simply Good Foods supports a diverse and inclusive workforce. We aim to treat employees with respect and dignity, and to promote a work environment that is free of discrimination, harassment, forced labor or abuse of any kind.
				Environmental Matters
				At Simply Good Foods, one of our goals is to work to reduce the adverse environmental effects from our operations. In addition to complying with all applicable environmental laws, we aim to continually improve upon our environmental performance and to conduct our operations in a way that reduces adverse effects on the environment, particularly regarding water usage, energy usage, emissions and solid waste.


				Corporate Secretary c/o The Simply Good Foods Company 1225 17th Street, Suite 1000 Denver, Colorado 80202


				pledging any of our securities as collateral for a loan						buying or selling put or call positions or other derivative positions in our securities
				holding our securities in a margin account						entering into hedging or monetization transactions or similar arrangements with respect to our securities
				engaging in short sales


Annual Board Service	Cash Retainer	$ 85,000
Annual Board Service	Restricted Stock Units(1)	$125,000
Board and Committee Chair Cash Retainer	Chair of the Board	$ 90,000
	Audit Committee	$ 15,000
	Compensation Committee	$ 15,000
	Corporate Responsibility and Sustainability Committee	$ 15,000
	Nominating and Corporate Governance Committee	$ 15,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
James M. Kilts		175,000.00		123,160.86		298,160.86
Clayton C. Daley, Jr		100,000.00		123,160.86		223,160.86
Nomi P. Ghez		100,000.00		123,160.86		223,160.86
Michelle P. Goolsby		100,000.00		123,160.86		223,160.86
Robert G. Montgomery		85,000.00		123,160.86		208,160.86
Brian K. Ratzan		85,000.00		123,160.86		208,160.86
David W. Ritterbush		85,000.00		123,160.86		208,160.86
Joseph J. Schena		100,000.00		123,160.86		223,160.86
David J. West		85,000.00		123,160.86		208,160.86
James D. White		85,000.00		123,160.86		208,160.86

Director	Number of Shares Subject to Outstanding RSUs as of August 31, 2024(1)
James M. Kilts		3,771
David J. West		3,771
Clayton C. Daley, Jr		3,771
Nomi P. Ghez		3,771
Michelle P. Goolsby		3,771
Robert G. Montgomery		3,771
Brian K. Ratzan		3,771
David W. Ritterbush		3,771
Joseph J. Schena		3,771
James D. White		3,771

		Audit Committee
		Meetings: 4 Chair: Joseph J. Schena Other Members: • Clayton C. Daley, Jr. • Nomi P. Ghez • Michelle P. Goolsby			Key Responsibilities: • perform the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices, legal and regulatory compliance and the audit of the Company’s financial statements • maintain a line of communication between the Board and the Company’s financial management • primary responsibility for reviewing and discussing the Company’s policies with respect to risk assessment and risk management • oversee risks related to food safety, cybersecurity and other risks relevant to our computerized information system controls and security • oversee risks with respect to our Related Party Transactions Policy • prepare the report to be included in the Company’s annual proxy statement
		The Audit Committee also evaluates, at least annually, the qualifications, performance and independence of our independent auditors, including an evaluation of the lead audit partner. The Board has determined that each member of the Audit Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to audit committee membership, and that Mr. Schena qualifies as an “audit committee financial expert,” as such term is defined in Item 401(d)(5)(ii) of Regulation S-K.

		Corporate Responsibility and Sustainability Committee
		Meetings: 4 Chair: Michelle P. Goolsby Other Members: • Robert G. Montgomery • David W. Ritterbush			Key Responsibilities: • monitor emerging trends and evolving best practices with respect to ESG • review, oversee, and discuss with management the implementation of the Company’s ESG strategy and policies making change recommendations as appropriate • review and discuss with management the Company’s internal and external communication strategies and approach with employees, investors, and other stakeholders regarding the Company’s position or approach to ESG matters and provide recommendations as appropriate
		The Corporate Responsibility and Sustainability Committee was established in July 2021 to assist the Board in discharging its oversight responsibility related to ESG matters (but excluding corporate structure governance) and to provide guidance to management on these matters. ESG matters include climate change effects, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, human capital resources, diversity, equity and inclusion, public policy engagement, political contributions, corporate charitable and philanthropic activities and other ESG matters that are relevant and material to the Company. The Board has determined that each member of the Corporate Responsibility and Sustainability Committee qualifies as an independent director according to Nasdaq rules.

		Compensation Committee
		Meetings: 4 Chair: Clayton C. Daley, Jr. Other Members: • David J. West • Robert G. Montgomery • Brian K. Ratzan • James D. White			Key Responsibilities: • review key employee compensation goals, policies, plans and programs • review and approve the compensation of our directors, Chief Executive Officer and other executive officers • review and approve employment agreements and other similar arrangements between us and our executive officers • ensure our compensation policies and procedures do not encourage risk taking in a manner that would have a material adverse effect on the Company • administer our stock plans and other incentive compensation plans
		The Compensation Committee has delegated to a sub-committee of Messrs. Daley, Montgomery and White (the “Compensation Sub-Committee”) the authority to grant equity awards to executive officers. The Compensation Committee reviews and considers our Chief Executive Officer’s recommendations with respect to compensation decisions for our named executive officers other than himself. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters because, given his knowledge of our operations, industry and the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers in light of our business at a given point in time. The Board (without the participation of our Chief Executive Officer) and Compensation Committee make all compensation decisions regarding our Chief Executive Officer. The Board has determined that each member of the Compensation Committee qualifies as an independent director according to Nasdaq rules and the rules and regulations of the SEC with respect to compensation committee membership.

		Nominating and Corporate Governance Committee
		Meetings: 4 Chair: Nomi P. Ghez Other Members: • Michelle P. Goolsby • James M. Kilts • James D. White			Key Responsibilities: • identify individuals qualified to become members of our Board, consistent with criteria approved by our Board • oversee the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently • oversee the process of conducting management succession planning • identify best practices and recommend corporate governance principles and structures • develop and recommend to our Board a set of corporate governance guidelines and principles applicable to us
		The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as an independent director according to Nasdaq rules. The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Board of Directors and Governance — Process for Recommending or Nominating Potential Director Candidates.”


				1			Election of Directors The Board recommends that you vote FOR the election of each of the director nominees.

Board Diversity Matrix (As of December 12, 2024)
Total Number of Directors: 12	Female	Male		Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	10		—	—
Part II: Demographic Background
African American or Black	—	1		—	—
Alaskan Native or Native American	—	—		—	—
Asian	—	—		—	—
Hispanic or Latinx	—	—		—	—
Native Hawaiian or Pacific Islander	—	—		—	—
White	2	9		—	—
Two or More Races or Ethnicities	—	—		—	—
LGBTQ+			—
Did Not Disclose Demographic Background			—

	Clayton C. Daley, Jr.
	Age: 73 Director Since: 2017 Independent Director			Committee(s): Audit and Compensation (Chair)
	EXPERIENCE • Clayton C. Daley, Jr. spent his entire professional career with The Procter & Gamble Company (“P&G”), a global consumer packaged goods company, joining the company in 1974. • At P&G, Mr. Daley held a number of key accounting and finance positions including Chief Financial Officer and Vice Chairman of P&G; Comptroller, U.S. Operations of Procter & Gamble USA; Vice President and Comptroller of Procter & Gamble International; and Vice President and Treasurer of P&G.			• Mr. Daley retired from P&G in 2009. • Mr. Daley served as Senior Advisor to TPG Capital from 2009 until October 2012.
	PARTICIPATION ON OTHER BOARDS • Mr. Daley served as a director and was Chair of the Audit Committee and a member of the Compensation and Option Committee of Starwood Hotels & Resorts Worldwide, Inc. from 2008 to 2016. • Mr. Daley was also a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.
	EDUCATION • He holds a bachelor’s degree in economics from Davidson College and an MBA from The Ohio State University.
	REASONS FOR NOMINATION We believe Mr. Daley’s consumer and food industry background, coupled with broad operational and financial experience outlined in detail above, make him well qualified to serve as a director.

	Michelle P. Goolsby
	Age: 66 Director Since: 2019 Independent Director			Committee(s): Audit, Corporate Responsibility and Sustainability (Chair), and Nominating and Corporate Governance
	EXPERIENCE • Michelle P. Goolsby served for ten years, from 1998 to 2008, on the senior executive team of Dean Foods Company (“Dean Foods”), where she held the positions of Executive Vice President, General Counsel, Chief Administrative Officer and head of Corporate Development with responsibilities including legal, human resources, acquisitions, risk management and sustainability. • Prior to Dean Foods, Ms. Goolsby was a partner at Winstead, P.C., one of the largest business law firms in Texas and served as Chair of the firm’s Business Section.			• Ms. Goolsby served from 2009 to 2019 as a venture partner and member of the Investment Committee of Greenmont Capital Partners II, a private equity firm in Boulder, Colorado which invested in companies providing more healthy, sustainable and environmentally friendly consumer products.
	PARTICIPATION ON OTHER BOARDS • Ms. Goolsby was a member of the Board of Directors of Capstead Mortgage Corporation and its successor, Franklin BSP Realty Trust, publicly traded real estate investment trusts, from 2012 to 2022, serving as Chair of the Compensation Committee and member of the Audit Committee. • Ms. Goolsby previously served as a member of the Board of Directors of WhiteWave Foods Company (“WhiteWave Foods”), where she was Chair of the Audit Committee and a member of the Compensation Committee, from 2012 until its sale to Danone in 2017. Ms. Goolsby then served as a member of the Advisory Board of Danone North America, advising as to business practices promoting healthier and more sustainable food systems. • Ms. Goolsby serves on the boards of other privately held companies as well as other civic and philanthropic organizations, including Vitamin Angels Alliance, a global nonprofit focused on improving the health and nutrition of the most vulnerable populations. She is a founding member of The Center for Women in Law at The University of Texas School of Law and serves as a Trustee of the University of Texas Law School Foundation.
	EDUCATION • Ms. Goolsby received a bachelor’s degree in accounting from The University of Texas at Austin, a juris doctor degree from The University of Texas at Austin School of Law, and a Master of Arts degree from the Simmons School of Education and Human Development at Southern Methodist University. • Ms. Goolsby received a Climate Leadership Certification from the Diligent Institute, which is designed to provide corporate leaders with the skillset to effectively oversee climate risk and create sustainable growth strategies.
	REASONS FOR NOMINATION We believe Ms. Goolsby’s extensive food and beverage experience, knowledge of the consumer-packaged goods marketplace, Environmental, Social and Governance (ESG) program management experience along with her current and prior public company board experience, make her well qualified to serve as a director.

	James M. Kilts
	Age: 76 Director Since: 2017 Independent Director			Current Position: Chairman of the Board and Founding Partner of Centerview Capital Consumer Committee(s): Nominating and Corporate Governance
	EXPERIENCE • James M. Kilts is a renowned leader in the consumer industry, with over 40 years of experience leading a range of companies and iconic brands. Mr. Kilts has served as our Chairman of the Board of Directors since July 2017. • Mr. Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006. Mr. Kilts was Co-Chief Executive Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023. • Previously, Mr. Kilts served as Chairman of the Board, Chief Executive Officer and President of The Gillette Company (“Gillette”) from 2001 until it merged with P&G in 2005; at that time, he became Vice Chairman of the Board of P&G. Before Mr. Kilts joined Gillette, the company’s sales had been flat for 4 years, and it had missed earnings estimates for 14 consecutive quarters. Mr. Kilts took steps to rebuild the management team, cut costs and reinvest the savings in innovation and marketing. During his tenure as Chief Executive Officer, Mr. Kilts oversaw the creation of approximately $30 billion in equity value for Gillette’s public shareholders. Gillette’s share price appreciated 110% during Mr. Kilts’ tenure, while the S&P 500 declined 3% over the same time period. Under Mr. Kilts’ leadership, Gillette rejoined the top ranks of consumer products companies as sales increased an average of 9% each year. The Harvard Business Review cited Mr. Kilts’ leadership as the driving force behind Gillette’s turnaround.			• Prior to Gillette, Mr. Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000. • Before joining Nabisco, Mr. Kilts was an Executive Vice President of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food Group. In that role, Mr. Kilts was responsible for integrating Kraft and General Foods and for shaping the group’s domestic and international strategy. Mr. Kilts had previously served as President of Kraft USA and Oscar Mayer. He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. • Mr. Kilts began his career with General Foods Corporation in 1970. • Owing to Mr. Kilts’ successes across the consumer industry, numerous companies seek his business expertise and advice.
	PARTICIPATION ON OTHER BOARDS • Mr. Kilts is currently a member of the Board of Directors of Viatris Inc. since November 2020 and is a member of the Board of Directors and Chairman of the Board of Advantage Solutions Inc. since October 2020. • Mr. Kilts was a member of the Board of Directors of MetLife, Inc., (from 2005 until June 2020), Pfizer Inc. (from 2007 until November 2020), Unifi Inc. (from April 2016 until July 2022), Non-Executive Director of the Board of Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from January 2011 until December 2013) and Chairman of the Nielsen Company B.V. (from 2009 until 2014). • Mr. Kilts was also previously a member of the Board of Directors of Conyers Park II Acquisition Corp. from July 2019 until October 2020, Big Heart Pet Brands (formerly a division of Del Monte Foods) from March 2011 to March 2015 (during which time he served as Chairman), MeadWestvaco from 2006 to April 2014, The New York Times Company from 2005 to 2008, May Department Stores from 1998 to 2005, Whirlpool Corporation from 1999 to 2005, Grocery Manufacturers Association (during which time he served as Chairman) from 2003 to 2005, and Delta Airlines from 2002 to 2004. • Mr. Kilts was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. • Mr. Kilts is a Trustee Emeritus of the University of Chicago and Founder of the Kilts Center for Marketing at the University of Chicago Booth School of Business. • Mr. Kilts is also a former member of Citigroup’s International Advisory Board.
	EDUCATION • Mr. Kilts received a bachelor’s degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the University of Chicago.
	REASONS FOR NOMINATION We believe Mr. Kilts’ deep and extensive consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director.

	Romitha S. Mally
	Age: 55 Independent Director Nominee
	EXPERIENCE • Romitha S. Mally has over 30 years of experience working in financial services both as an investment banker and equity research analyst beginning at Goldman Sachs covering the food sector from 1998 to 2005. • In 2021, Ms. Mally founded the Mally Collective, a boutique financial advisory firm that advises consumer companies on value maximization through internal strategic initiatives, mergers and acquisitions and capital markets transactions.			• From 2019 to 2021, Ms. Mally was a Vice Chairman in Investment Banking at UBS Group AG. • Prior to that, Ms. Mally was a Managing Director and Head of Consumer Corporate Advisory for North America at Greenhill & Co. from 2018 to 2019 and a Managing Director in the Consumer and Retail Investment Banking Group at JP Morgan from 2013 to 2018.
	PARTICIPATION ON OTHER BOARDS • Ms. Mally is a director of Hungryroot, Inc. since 2021.
	EDUCATION • Ms. Mally received a B.Sc. from The London School of Economics and an MBA degree from The University of Chicago.
	REASONS FOR NOMINATION We believe Ms. Mally’s consumer investment banking and financial analyst background, coupled with extensive financial and investment experience as described in detail above, make her well qualified to serve as a director.

	Robert G. Montgomery
	Age: 71 Director Since: 2017 Independent Director			Current Position: Founder and Principal of Montgomery Consulting Solutions Committee(s): Compensation, Corporate Responsibility and Sustainability
	EXPERIENCE • In 2010, Mr. Montgomery founded and has since been a principal of Montgomery Consulting Solutions, a consulting firm specializing in sales, marketing and business strategies in the consumer-packaged goods industry. • In 2010, Mr. Montgomery co-founded and until January 2020 was a principal of Jurs Montgomery Brokerage, LLC, a firm specializing in life insurance, long term care, disability and annuities. • From 2003 until 2010, Mr. Montgomery was successively a Senior Vice President, Sales, a Senior Vice President, Sales, Marketing & R&D and an Executive Vice President at Birds Eye Foods, Inc., a privately held frozen foods company.			• From 1998 to 2003, Mr. Montgomery served as Vice President of Sales in different divisions of HJ Heinz Company, a global food producer. • Prior to this, from 1982 to 1998, Mr. Montgomery worked at McCain Food, Inc., as Vice President of Sales-Retail. Mr. Montgomery has held positions at Family Brands, Inc. as Vice President of Sales, ConAgra Frozen Food Company as Area Vice President, Sara Lee Corporation as National Sales Planning Manager and Division Sales Manager and Del Monte Corporation as Senior Account Representative.
	PARTICIPATION ON OTHER BOARDS • In 2016, Mr. Montgomery joined the Board of Directors of Wyman’s of Maine, a producer of frozen fruit. • Mr. Montgomery was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017. • Mr. Montgomery served as the Chair of the Board of Hope Hall School, Gates, New York, a nonprofit school catering to children with learning disabilities from 2012 to 2024. This is a volunteer position with no compensation.
	EDUCATION • Mr. Montgomery holds a bachelor’s degree in management from Seton Hall University. • Mr. Montgomery received a Certificate in Cybersecurity Oversight, issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University.
	REASONS FOR NOMINATION We believe Mr. Montgomery’s more than 40 years of experience in the consumer package goods industry, including sales, marketing, research and development positions on both an operational and executive level. We believe Mr. Montgomery’s consumer and food industry background, coupled with broad operational experience and his understanding of cybersecurity oversight, make him well qualified to serve as a director.

	Brian K. Ratzan
	Age: 54 Director Since: 2017 Independent Director			Current Position: Partner of Centerview Capital Consumer Committee(s): Compensation
	EXPERIENCE • Brian K. Ratzan has been a Partner of Centerview Capital Consumer since April 2014. • Mr. Ratzan served as the Chief Financial Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023, Chief Financial Officer of Conyers Park Acquisition Corp. from April 2016 to July 2017 and Chief Financial Officer of Conyers Park II Acquisition Corp. from July 2019 to October 2020.			• Mr. Ratzan has over 25 years of private equity investing experience. Prior to joining Centerview Capital Consumer, Mr. Ratzan was Partner and Head of U.S. Private Equity at Pamplona Capital Management from January 2012 to February 2014. • Prior to joining Pamplona, Mr. Ratzan was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998. • Mr. Ratzan also previously worked at ‘21’ International Holdings, a private investment firm, and in the Investment Banking Group at Donaldson, Lufkin and Jenrette.
	PARTICIPATION ON OTHER BOARDS • Mr. Ratzan has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020. • Mr. Ratzan was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017, Conyers Park II Acquisition Corp. from July 2019 until October 2020 and Conyers Park III Acquisition Corp., Inc, from August 2021 until August 2023. • Mr. Ratzan previously served on the boards of consumer companies including Del Monte Foods, The Sun Products Corporation (formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc. • Mr. Ratzan currently serves on the Advisory Board of the University of Michigan’s Ross School of Business and the Economics Leadership Council at the University of Michigan.
	EDUCATION • Mr. Ratzan holds a bachelor’s degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and an MBA degree from Harvard Business School.
	REASONS FOR NOMINATION We believe Mr. Ratzan’s extensive investment management, transactional and consumer packaged goods experience as described in detail above make him well qualified to serve as a director.

	David W. Ritterbush
	Age: 58 Director Since: 2019 Independent Director			Current Position: CEO of Califia Farms, LLC Committee(s): Corporate Responsibility and Sustainability
	EXPERIENCE • David W. Ritterbush has been the CEO of Califia Farms, LLC since October 2020. • Mr. Ritterbush was the President of our wholly owned subsidiary Quest Nutrition, LLC from November 2019 until October 2, 2020. • Prior to our acquisition of Quest Nutrition in November 2019, Mr. Ritterbush was Chief Executive Officer of Quest Nutrition from March 2017, with oversight of the organization, including organizational structure, supply chain strategy, and product innovation. • Prior to joining Quest Nutrition, Mr. Ritterbush served as Chief Executive Officer of Popchips (Sonora Mills, Inc.), a manufacturer of popped rice, corn, soy, and other grain- based snack food products, from August 2015 to February 2017. While at Popchips, Mr. Ritterbush’s responsibilities included organization leadership, restructuring, sales turnaround, refreshed branding and new product innovation, supply chain restructuring, co- manufacturing and global procurement.			• From April 2009 to March 2015, Mr. Ritterbush held leadership positions with Premier Nutrition Corporation, a manufacturer and retailer of beverage products, bars and shakes, including Chief Executive Officer, Post Active Nutrition from April 2014 to March 2015; Chief Executive Officer, Premier Nutrition from August 2010 to March 2014; and Chief Operating Officer from April 2009 to August 2010. While at Premier Nutrition, Mr. Ritterbush reorganized the organization, led a significant turnaround of the supply chain across facilities and co-manufacturers, restructured the sales organization, and actively participated in strategy formation and acquisitions. • Prior to this, Mr. Ritterbush was Vice President/General Manager-West Business Unit, for Red Bull North America, from October 2007 to March 2009, with leadership for the West Business Unit including sales, marketing, supply chain, finance and accounting. • Previously, Mr. Ritterbush was a sales and marketing executive with Dreyer’s Grand Ice Cream, Inc. for over 16 years, with various positions of increasing responsibility, including serving as Senior Vice President of Marketing- Packaged Products from October 2006 to October 2007, where he was responsible for product design, pricing, and consumer positioning. During this period, Mr. Ritterbush served as a member of Dreyer’s Operating Committee, Dreyer’s Graphics Development team, and a board member of the Starbucks Ice Cream partnership.
	PARTICIPATION ON OTHER BOARDS • Mr. Ritterbush is a Director of Oats Overnight, Inc., a private company and previously served as a Director of Farmer Bros. Co. from 2017 to 2020 and Stone Brewing Co., LLC, a private company.
	EDUCATION • Mr. Ritterbush received his undergraduate degree in Business Administration, Marketing from San Diego State University.
	REASONS FOR NOMINATION We believe Mr. Ritterbush’s consumer and food industry background coupled with his broad executive, operational and marketing experience as described in detail above makes him well qualified to serve as a director.

	Joseph J. Schena
	Age: 66 Director Since: 2021 Independent Director			Committee(s): Audit
	EXPERIENCE • Mr. Schena served as the Chief of Staff at Cohen Enterprises, a private holding company, focused on C&S Wholesale Grocers, Inc. and Warehouse Technologies from November 2015 until April 2019. • Prior to joining Cohen Enterprises, Mr. Schena served as the Chief Executive Officer and President at Bacardi International Limited and as the Chief Financial Officer of Bacardi Limited. • Previously, Mr. Schena served as Chief Financial Officer and Executive Vice President at C&S Wholesale Grocers, Inc.			• Mr. Schena was an Operating Partner at Centerview Capital Consumer from 2007 to 2012 focused on financial operations of portfolio companies. Mr. Schena was involved in the $5.5 billion privatization of Del Monte Foods and the acquisition of Richelieu Foods. • Mr. Schena served as the Vice President of Global Financial Operations, Chief Accounting Officer and Controller at Gillette and transitioned to the Chief Financial Officer of the Gillette business unit of P&G after P&G acquired Gillette in October 2005 where Mr. Schena was responsible for Gillette’s business results as well as integrating Gillette’s and P&G’s financial operations. • Prior to Gillette, Mr. Schena served in various senior financial and strategy positions at Kraft/Nabisco from 1980 to 2000.
	PARTICIPATION ON OTHER BOARDS • Mr. Schena was previously a director of Warehouse Technologies, Conyers Park II Acquisition Corp. and Welch Foods Inc.
	EDUCATION • Mr. Schena received both an MBA in Finance and a BBA in Accounting from Iona College.
	REASONS FOR NOMINATION Mr. Schena is a consumer products industry executive with 40 years of experience in the areas of financial operations and accounting, strategy and business planning, investor relations and mergers & acquisitions. We believe Mr. Schena’s deep consumer industry background, coupled with broad financial, accounting and transactional experience as described in detail above, make him well qualified to serve as a director.

	Geoff E. Tanner
	Age: 51 Director Since: 2023			Current Position: President and Chief Executive Officer
	EXPERIENCE • Geoff E. Tanner has served as the Company’s President and Chief Executive Officer since July 7, 2023. Mr. Tanner has also served as a member of the Company’s Board of Directors since April 2023. • Prior to that, Mr. Tanner served as the Company’s President, Chief Operating Officer and CEO-Elect from April 3, 2023 until July 7, 2023. • Mr. Tanner served as Chief Commercial and Marketing Officer of The J.M Smucker Company (“Smucker”) from October 2019 until February 2023, reporting to the CEO. From 2016 through 2019, Mr. Tanner served as Senior Vice President, Growth of Smucker, also reporting to the CEO. • Mr. Tanner held various leadership roles of increasing responsibility at Big Heart Pet Brands (and its predecessor Del Monte Foods) from 2003 until 2016, when it was acquired by Smucker, including Vice President, Marketing and General Manager and Vice President, Innovation.			• Earlier in his career, Mr. Tanner was a senior strategy consultant at Cap Gemini Ernst & Young.
	PARTICIPATION ON OTHER BOARDS • Mr. Tanner is a member of the Johnsonville Meat LLC Board of Directors.
	EDUCATION • Mr. Tanner received a Bachelor of Commerce and Bachelor of Arts in Political Science and Government from Victoria University of Wellington in New Zealand, and an MBA from the Duke University Fuqua School of Business.
	REASONS FOR NOMINATION We believe Mr. Tanner’s experience as our President and Chief Executive Officer along with his extensive consumer and food industry background as described in detail above makes him well qualified to serve as a director.

	David J. West
	Age: 61 Director Since: 2017 Independent Director			Current Position: Partner of Centerview Capital Consumer Committee(s): Compensation
	EXPERIENCE • David J. West is an established leader in the consumer industry, with 30 years of experience leading a range of companies and well-known brands. Mr. West has served as our Vice Chairman of the Board since July 2017. • Mr. West became a partner of Centerview Capital Consumer in May 2016. • From April 2016 to July 2017, Mr. West served as the Chief Executive Officer of Conyers Park Acquisition Corp., served as CEO of Conyers Park II Acquisition Corp. from July 2019 until October 2020 and as Co-Chief Executive Officer of Conyers Park III Acquisition Corp. from August 2021 until August 2023. • Prior to joining Centerview Capital Consumer, Mr. West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s largest pure-play pet food and treats companies whose brands included Meow Mix®, Kibbles ‘n Bits®, Milk-Bone®, and others. Mr. West helped reposition the business to increase focus on growth and innovation, launched new products such as Milk-Bone Brushing Chews®, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods, and developed a marketing culture to effectively promote products. Mr. West worked closely with Mr. Kilts during this time, as Mr. Kilts was Chairman of the Board of Big Heart Pet Brands. In February 2014, Mr. West oversaw the sale of Del Monte Foods’ Consumer Products business and changed the company’s name to Big Heart Pet Brands, reflecting its singular focus on pet food and snacks. During his tenure as Chief Executive Officer, Mr. West oversaw the creation of approximately $2 billion of equity value for investors. Big Heart Pet Brands was sold to The J.M. Smucker Company in March 2015, at which time Mr. West served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016.			• Prior to joining Del Monte Foods, Mr. West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011. Under Mr. West’s leadership, Hershey enjoyed strong profits, net sales growth and shareholder returns, and was recognized as one of the World’s 100 Most Innovative Companies by Forbes Magazine in 2011. During Mr. West’s tenure as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness of its supply chain and business model, and accelerated its advertising, brand building and distribution programs. During Mr. West’s tenure as Chief Executive Officer, public shareholders of Hershey experienced more than $5 billion of equity value creation. Hershey’s share price appreciated 68% during this time, while the S&P 500 grew 0%. Prior to his Chief Executive Officer role, Mr. West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to joining Hershey in 2001, Mr. West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp. by The Philip Morris Companies in 2000. At Nabisco, Mr. West worked closely with Mr. Kilts during Mr. Kilts’ tenure as Chief Executive Officer.
	PARTICIPATION ON OTHER BOARDS • Mr. West has been a member of the Board of Directors of Advantage Solutions Inc. since October 2020 and Freshpet, Inc. since August 2023. • Mr. West was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017, Conyers Park II Acquisition Corp from July 2019 until October 2020 and Conyers Park III Acquisition Corp., Inc, from August 2021 until August 2023. • Mr. West was a member of the Board of Directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014, Big Heart Pet Brands from 2014 to 2015, and The J.M. Smucker Company from 2015 to 2016.
	EDUCATION • Mr. West received a Bachelor of Science, cum laude, in Business Administration from Bucknell University.
	REASONS FOR NOMINATION We believe Mr. West’s deep consumer industry background, coupled with broad operational, marketing and transactional experience as described in detail above, make him well qualified to serve as a director.

	James D. White
	Age: 64 Director Since: 2019 Independent Director			Current Position: Owner of Culture Design Lab and Executive Chair of the Board of Air Protein, Inc. Committee(s): Compensation, Nominating and Corporate Governance
	EXPERIENCE • Since 2019, Mr. White has been the owner of Culture Design Lab, which provides culture transformation and diversity, equity, and inclusion consulting services to companies, Boards of Directors and management teams. • Mr. White is also Executive Chair of the Board of Air Protein, Inc., a private company, from March 2020 until April 2024. • Mr. White served for eight years, from 2008 to 2016, as the Chairman, President and CEO of Jamba, Inc., where he successfully led the company turnaround and the transformation of Jamba Juice from a made-to-order smoothie shop to a healthy active lifestyle brand. Mr. White served as Board Chair of Jamba, Inc. from December 2010 until January 2016.			• Prior to Jamba, Inc. Mr. White served as Senior Vice President and General Manager of Consumer Brands at Safeway, Inc. from 2005 to 2008. • Prior to Safeway, Mr. White served as Senior Vice President of Business Development, North America at Gillette from 2002 to 2005. • He also served in executive positions at Nestle Purina from 1987 to 2005, including Vice President, Customer Interface Group from 1999 to 2002. • Mr. White began his career at The Coca-Cola Company.
	PARTICIPATION ON OTHER BOARDS • Mr. White currently serves as Chair of the Board of Directors of The Honest Company and a member of the Board of Directors of Cava Group, Inc. • Mr. White also serves on the Board of Schnucks Supermarkets, a private company. • Mr. White previously served on the boards of public companies Adtalem Global Education from 2015 to 2021, Affirm Holdings, Inc. from 2022 to 2024 and Callidus Software, Inc. from 2016 to 2018. Mr. White also previously served on the Boards of private companies Daymon Worldwide, Inc., Panera Bread and Panera LLC/JAB, Bradshaw Home, Hillshire Brands Company, Medallia, Inc., and Keane Inc.
	EDUCATION • Mr. White received a Bachelor of Science degree, with a major in marketing, from The University of Missouri and an MBA from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program and was a Stanford University Distinguished Careers Institute Fellow in 2018.
	REASONS FOR NOMINATION We believe Mr. White’s deep consumer industry background, coupled with broad operational and leadership experience as described in detail above, make him well qualified to serve as a director.

	Nomi P. Ghez
	Age: 78 Director Since: 2017 Independent Director			Committee(s): Audit and Nominating & Corporate Governance (Chair)
	EXPERIENCE • Nomi P. Ghez has over 40 years of experience working with consumer companies. • Ms. Ghez was affiliated with Goldman Sachs from 1982 to 2003, most recently acting as a senior banker within the consumer sector of Goldman Sachs’ Mergers and Strategic Advisory Division, as well as a Partner and Managing Director. • From 1982 to 2000, Ms. Ghez was Goldman Sachs’ food analyst in Investment Research, covering major U.S. and global food and consumer companies.			• Since 2003, Ms. Ghez has been a cofounding partner of Circle Financial Group, LLC, an integrated private wealth management group of ten professional women. • In 2004, Ms. Ghez was a Portfolio Manager, Consumer Sector for Perry Capital LLC, a hedge fund.
	PARTICIPATION ON OTHER BOARDS • Ms. Ghez served on the Board of Directors of Lipman Family Farms, a private fresh tomato company, from 2008 until 2019 and on its Governance and Audit Committee from 2013 until 2019. • Ms. Ghez was also a director of Maidenform Brands, Inc. from 2011 until its sale to HanesBrands in 2013, serving on its Audit Committee from 2012 to 2013. • Ms. Ghez was a director of Conyers Park Acquisition Corp. from July 2016 to July 2017.
	EDUCATION • Ms. Ghez received a B.A. and M.A. from Tel Aviv University and a Ph.D. from New York University.

	Joseph E. Scalzo
	Age: 66 Director Since: 2017			Current Position: Vice Chair of the Board
	EXPERIENCE • Mr. Scalzo has served as Vice Chair of the Board since August 2024. Prior to that, Mr. Scalzo served as Executive Vice Chair of the Board from July 2023 and as a director of the Company since July 2017. From July 2017 until July 2023, Mr. Scalzo served as President and Chief Executive Officer of Simply Good Foods and in the same roles for Atkins and as a member of Atkins’ board of directors from February 2013 until July 2017. • From November 2005 to February 2011, Mr. Scalzo served as a senior executive in various roles at Dean Foods, including as President and Chief Operating Officer, as well as President and Chief Executive Officer of WhiteWave Foods. Mr. Scalzo is credited at Dean for leading the transformation of WhiteWave Foods, which began as three separate businesses, into a winning consumer foods company.			• Prior to that, Mr. Scalzo held various executive roles at Gillette, where he spearheaded the successful three-year turnaround of the company’s one billion dollar global personal care business and The Coca Cola Company. • Mr. Scalzo began his career at P&G in 1985.
	PARTICIPATION ON OTHER BOARDS • Mr. Scalzo has been a member of the Board of Directors of TreeHouse Foods, Inc. since April 2022 and Freshpet, Inc. since August 2023. • Before joining Simply Good Foods, Mr. Scalzo served as a director of Earthbound Farm from 2010 to October 2013. • Mr. Scalzo also served as a director of HNI Corp. from 2003 to November 2009 and Focus Brands from March 2014 to October 2020.
	EDUCATION • Mr. Scalzo received a Bachelor of Science in Chemical Engineering from the University of Notre Dame.

Name	Age	Position
Geoff E. Tanner	51	President and Chief Executive Officer and Director
Shaun P. Mara	60	Chief Financial Officer
Stuart E. Heflin, Jr.	45	Senior Vice President, General Manager Quest
Mark A. Olivieri, Jr.	38	Senior Vice President, General Manager OWYN
Ryan A. Thomas	46	Senior Vice President, General Manager Atkins
Timothy R. Kraft	45	Chief Legal and Corporate Affairs Officer
Amy C. Held	51	Senior Vice President and Chief Human Resources Officer
Timothy A. Matthews	45	Vice President, Controller and Chief Accounting Officer

	Shaun P. Mara			Age: 60 Chief Financial Officer
	EXPERIENCE • Shaun P. Mara has served as our Chief Financial Officer since October 27, 2022. • Prior to that, Mr. Mara was our Senior Vice President of Strategy and Business Development from June 2019 until October 27, 2022. • Mr. Mara was Chief Financial Officer of Teasdale Latin Foods from November 2018 to March 2019, and an independent consultant providing financial and strategic business development services from January 2018 until October 2018.			• From August 2014 to November 2017, Mr. Mara was the Chief Financial Officer and Chief Administrative Officer of Atkins Nutritionals, Inc., which combined with Conyers Park Acquisition Corp. in July 2017 to form the Company as a publicly traded company. • From 2010 until 2013 Mr. Mara was Chief Financial Officer of Dean Foods Company and Chief Financial Officer of Roofing Supply Company from August 2013 to July 2014. • Earlier in his career, Mr. Mara held senior financial positions with The Wm. Wrigley Jr. Company, Gillette and Staples, Inc. over a period of more than 20 years.
	EDUCATION • Mr. Mara received a Bachelor of Science from Bentley University.

	Stuart E. Heflin, Jr.			Age: 45 Senior Vice President, General Manager Quest marketing
	EXPERIENCE • Stuart E. Heflin, Jr. has served as our Senior Vice President, General Manager Quest marketing since October 2023. Prior to that, Mr. Heflin was Senior Vice President, Quest Brand Marketing from April 2022. • Mr. Heflin was Vice President, Quest Brand Marketing from November 2021 until April 2022 and Senior Director, Quest Brand Marketing & Innovation from April 2018 until November 2021. • Prior to joining Quest, Mr. Heflin was Brand Director, Optimum Nutrition North America for Glambia PLC’s Performance Nutrition Division from June 2016 until April 2018 and Senior Brand Manager, Growth Initiatives from December 2014 until June 2016.			• Prior to joining Glambia, Mr. Heflin held several Brand Manager roles with Procter & Gamble from 2007 until December 2014.
	EDUCATION • Mr. Heflin received an MBA and a Bachelor of Science in Mechanical Engineering from The Ohio State University.