Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Operating Officer
As previously disclosed on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 20, 2022 (the “First September 8-K”), the Company announced the suspension of Douglas W. Ramsey, the Company's Chief Operating Officer. Mr. Ramsey’s last day of employment with the Company is October 14, 2022.
As previously disclosed in the First September 8-K and the Form 8-K filed with the SEC on September 23, 2022, Jonathan Nelson will lead operations and supply chain, now on a permanent basis, as Senior Vice President, Operations.
Mr. Nelson’s annual base salary will increase to $355,000 effective October 13, 2022 and Mr. Nelson will continue to have the opportunity to earn an annual bonus at a target amount of 40% of his base salary. Subject to the approval of the Human Capital Management and Compensation Committee of the Company’s Board of Directors
(the “Compensation Committee”), Mr. Nelson will be granted a restricted stock unit award (“RSUs”) under the Company’s 2018 Equity Incentive Plan (the “Plan”) covering shares of the Company’s common stock valued at $250,000. The RSUs will vest in quarterly installments over one year from the date of grant, subject to Mr. Nelson’s continuous service through each vesting date. The total shares subject to the RSU will equal the RSU value divided by the closing price of the Company’s common stock on the date of grant, rounded up to the nearest whole number of shares.
Global Chief Growth Officer and President, North America
As part of the reduction in force described above in Item 2.05, Deanna Jurgens, the Company’s Global Chief Growth Officer and President, North America, will leave the business. Her last day working was October 12, 2022 and her last day of employment will be October 17, 2022. The role of Global Chief Growth Officer and President, North America has been eliminated.
Sales will report into Mike Sharman, who will join the Company as Senior Vice President, Global Sales effective as of October 17, 2022. Mr. Sharman has spent the past 30 years building brands and teams in both large corporate and start-up environments. His experience includes developing and implementing route-to-market and channel strategies designed to accelerate distribution and availability. Most recently, Mr. Sharman served as Senior Vice President of Sales at NutraDried Food Company, LLC, a snack food manufacturer, from May 2022 to October 2022. Prior to that, Mr. Sharman served as Executive Vice President of Sales at Hippeas, LLC, a snack food manufacturer, from February 2021 to February 2022; Chief Sales Officer at Recess, Inc., a beverage manufacturer, from January 2020 to September 2020; and Senior Vice President of Sales at Essentia Water, LLC, a premium bottled water company, from April 2015 to January 2020. Mr. Sharman’s prior experience also includes various sales leadership roles with ZICO Beverages, KIND, Glaceau, Cadbury and the Pepsi Bottling Group. Mr. Sharman received his Bachelor of Business Administration in Management from the College of William & Mary.
Chief Financial Officer and Treasurer
On October 10, 2022, Philip E. Hardin notified the Company that he is stepping down as the Company’s Chief Financial Officer and Treasurer effective October 12, 2022 to pursue another opportunity. He will continue as an employee through October 28, 2022 to support a transition of the role. His decision did not involve any disagreement on any matter related to the Company's operations, financial reporting, internal controls, policies or practices.
The Board of Directors of the Company appointed Lubi Kutua, the Company’s current Vice President, Financial Planning & Analysis and Investor Relations, as Chief Financial Officer and Treasurer effective as of October 13, 2022. Mr. Kutua will serve as the Company’s principal financial officer.
Mr. Kutua, age 42, joined Beyond Meat as Vice President, FP&A and Investor Relations in January 2019. Before joining Beyond Meat, Mr. Kutua served as Vice President, Equity Research, with a focus on the packaged foods and agribusiness sectors, at Jefferies, LLC from August 2015 to January 2019. Prior to that, Mr. Kutua served as Associate-Analyst, Equity Research, also focusing on packaged foods and agribusiness, and at KeyBanc Capital Markets. He began his career in financial services at Goldman Sachs, most recently serving as Associate, Divisional Management Reporting. Mr. Kutua received his BA in Mathematics and Physics from Hamilton College, and his MBA from The New York University Leonard N. Stern School of Business.
Mr. Kutua’s annual base salary will increase to $375,000 effective October 13, 2022, and Mr. Kutua will have the opportunity to earn an increased annual bonus at a target amount of 50% of his base salary.
In connection with his promotion to Chief Financial Officer and Treasurer, subject to the approval of the Compensation Committee, Mr. Kutua will be granted an option under the Plan to purchase shares of the Company’s common stock valued at $300,000. The exercise price per share applicable to the option will be no less than the per share fair market value of the Company’s common stock on the grant date. The shares subject to the option will vest 25% on the 12-month anniversary of the promotion date and 1/48th monthly thereafter, subject to Mr. Kutua’s continuous service through each vesting date. In addition, subject to the approval of the Compensation Committee, Mr. Kutua will be granted RSUs under the Plan covering shares of the Company’s
common stock valued at $300,000. The RSUs will vest 25% on the 12-month anniversary of the promotion date and 1/16th quarterly thereafter, subject to Mr. Kutua’s continuous service through each vesting date. The shares subject to the option will equal the option value divided by the closing price of the Company’s common stock on the date of grant, multiplied by two and rounded up to the nearest whole number of shares. The shares subject to the RSU will equal the RSU value divided by the closing price of the Company’s common stock on the date of grant, rounded up to the nearest whole number of shares.
In addition, subject to the approval of the Compensation Committee, Mr. Kutua will be granted RSUs under the Plan covering shares of the Company’s common stock valued at $200,000. The RSUs will vest in quarterly installments over one year from the date of grant, subject to Mr. Kutua’s continuous service through each vesting date. The shares subject to the RSU will equal the RSU value divided by the closing price of the Company’s common stock on the date of grant, rounded up to the nearest whole number of shares.
Mr. Kutua will be eligible for certain change in control severance benefits pursuant to the Company’s form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances. Mr. Kutua previously entered into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 9, 2019 (“Indemnification Agreement”). Pursuant to the terms of the Indemnification Agreement, the Company may be required, among other things, to indemnify Mr. Kutua for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.
There is no arrangement pursuant to which Mr. Kutua was selected as an officer, no family relationships between him and any director or other executive officer of the Company, and no transactions involving him or a member of his immediate family, that would require disclosure by the Company under Item 404(a) of SEC Regulation S-K.
Principal Accounting Officer
In connection with Mr. Hardin’s departure, the Board of Directors of the Company appointed Henry Dieu, the Company’s current Vice President, Corporate Controller, as principal accounting officer effective as of October 13, 2022.
Mr. Dieu, age 37, joined Beyond Meat as Vice President, Corporate Controller in April 2022. Before joining Beyond Meat, Mr. Dieu served as Vice President of Finance and Director, Finance Operation & Revenue Recognition at Tutor Perini Corporation (NYSE: TPC) from June 2017 to March 2022, Head of Corporate Accounting at Hulu from February 2016 to June 2017, and in various roles at Deloitte & Touche LLP from January 2009 to February 2016, most recently as Senior Manager – Assurance and Advisory Services. Mr. Dieu received a double BS in Accountancy and Finance, Magna Cum Laude, from California State University, Northridge, and holds an active license as a Certified Public Accountant in the State of California.
Mr. Dieu’s annual base salary will increase to $350,000 effective October 13, 2022, and Mr. Dieu will continue to have the opportunity to earn an annual bonus at a target amount of 35% of his base salary. Subject to the approval of the Compensation Committee, Mr. Dieu will be granted RSUs under the Plan covering shares of the Company’s common stock valued at $200,000. The RSUs will vest in quarterly installments over one year from the date of grant, subject to Mr. Dieu’s continuous service through each vesting date. The shares subject to the RSU will equal the RSU value divided by the closing price of the Company’s common stock on the date of grant, rounded up to the nearest whole number of shares.
Mr. Dieu will be eligible for certain change in control severance benefits pursuant to the Company’s form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances. Mr. Dieu will enter into an Indemnification Agreement with the Company. Pursuant to the terms of the Indemnification Agreement, the Company may be required, among other things, to indemnify Mr. Dieu for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.
There is no arrangement pursuant to which Mr. Dieu was selected as an officer, no family relationships between him and any director or other executive officer of the Company, and no transactions involving him or a member of his immediate family, that would require disclosure by the Company under Item 404(a) of SEC Regulation S-K.