documents to your home or business, and also will give you an electronic link to the proxy voting site. If you received a notice of the Internet availability of proxy materials, that notice will contain additional instructions on how to view our proxy materials on the Internet. shares and then register to attend the annual meeting. For registration instructions, see “Who may attend the annual meeting—Registering to Attend the Annual Meeting as a Beneficial Owner” above. At the time of the meeting, go to https://meetnow.global/MHAKG9P and enter your control number. If you have not already voted your shares in advance, you will be able to vote your shares electronically during the annual meeting. If I am a stockholder of record, how will my shares be voted if I sign, date and return my proxy card? What if I do not specify a choice for a matter when returning my signed proxy card? proxy at the annual meeting. Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal Nos. 1 through 3. as well as by operating, financial and other reports presented by our officers at meetings of the board of directors and committees of the board of directors. Number of Meetings: Name: Stephen C. Sherrill DeAnn Brunts Charles F. Marcy Robert D. Mills Dennis M. Mullen. Cheryl M. Palmer Alfred Poe Kenneth G. Romanzi David L. Wenner Each director who serves on the compensation committee is independent under the listing standards of the New York Stock Exchange and the Internal Revenue Code of 1986, as amended (which we refer to in this proxy statement as the Internal Revenue Code), with respect to compensation committees. The compensation committee operates under a written charter adopted by the board of directors, a copy of which is available at the investor relations section of our website at https://www.bgfoods.com/investor-relations/governance. The report of the compensation committee is on page time; and Risk backgrounds and diverse experience at policy-making levels in business, management, marketing, finance, human resources, communications and other areas that are relevant to our activities. Decisions by the board regarding director nominees and continued service of directors are made based on expected contributions to the board in furtherance of the interests of shareholders, and not based on race, color, gender or other demographic, orientation or identity. compensation surveys. A summary of our director compensation program is summarized in the table below: General Board Service—Cash(2) Annual Fee—Chair Annual Fee—Other Members General Board Service—Equity Grant date fair value of shares of common stock granted annually Number of shares Determined based on the closing stock price on the first business day of the calendar month immediately following the annual meeting of stockholders. Shares are issued on that day. Vesting schedule Shares vest immediately upon grant. Committee Service—Cash Annual Fee—Chair Annual Fee—Other Members Stephen C. Sherrill DeAnn L. Brunts Charles F. Marcy Robert D. Mills Dennis M. Mullen. Cheryl M. Palmer Alfred Poe David L. Wenner option values were calculated using the Black-Scholes option pricing model. For discussion of the assumptions used in these valuations, see Note 15 of the notes to our consolidated financial statements in our See “—Additional Information” below. Following is a brief overview of our approach to certain key corporate social responsibility topics. Stephen C. Sherrill, DeAnn L. Brunts, Mr. Marcy has many years of experience as a chief executive officer and senior executive officer in the food industry. Mr. Marcy brings key senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience to our board of directors. Mr. Marcy also has a strong background in packaged foods marketing and has significant experience with organic foods. Robert D. Mills, Dennis M. Mullen, Cheryl M. Palmer, David L. Wenner, In contested elections of directors the vote standard is a plurality of the votes cast. A contested election is an election in which the number of nominees for director exceeds the number of directors to be elected. Stephen C. Sherrill Kenneth Erich A. Fritz Jordan E. Greenberg Eric H. Hart Scott E. Lerner Ellen M. Schum Bruce C. Wacha DeAnn L. Brunts Debra Martin Chase Robert D. Mills Dennis M. Mullen Cheryl M. Palmer Alfred Poe David L. Wenner Erich A. Fritz, Executive Vice President and Chief Supply Chain Officer. Erich Fritz is Executive Vice President and Chief Supply Chain Officer. Mr. Fritz joined B&G Foods in March 2019. Mr. Fritz is responsible for end-to-end supply chain from product development to procurement to delivery to customers, including operations, quality, research & development, information technology and supply chain related pre-acquisition diligence and post-acquisition integration. Prior to B&G Foods, Mr. Fritz served as Vice President, Research & Development, Quality, Engineering and Medical Research, and other managerial roles at Ocean Spray Cranberries, Inc., from May 2010 until March 2019. Prior to joining Ocean Spray, Mr. Fritz held leadership positions with EAFSolutions Group, Roll International-POM Wonderful, Naked Juice, Balducci.com, Michael Foods-Kohler and Nabisco. Jordan E. Greenberg, Executive Vice President and Chief Commercial Officer. Jordan Greenberg is Executive Vice President and Chief Commercial Officer, a position he has held since March 2019. Mr. Greenberg is responsible for marketing, growth initiatives, P&L management and strategic and annual planning processes. Mr. Greenberg joined B&G Foods in 2000 and has held various managerial roles with increasing responsibility, most recently as Vice President and General Manager—Green Giant. Prior to joining B&G Foods, Mr. Greenberg served in the marketing departments of Land Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer. Scott Lerner is Executive Vice President, General Counsel, Secretary and Chief Compliance Officer. Mr. Lerner joined our company in 2005 as Vice President, General Counsel and Secretary. In 2006, Mr. Lerner was promoted to Executive Vice President and in 2009 he was given the added responsibility of being our Chief Compliance Officer, a then newly created position. From 1997 to 2005, Mr. Lerner was an associate in the corporate & securities and mergers & acquisitions practice groups at the international law firm Dechert LLP. Ellen M. Schum, Executive Vice President and Chief Customer Officer. Ellen Schum is Executive Vice President and Chief Customer Officer. Ms. Schum joined B&G Foods in July 2018 as Vice President, U.S. Retail Sales and was promoted to her current position in March 2019. Ms. Schum is responsible for all sales, trade marketing and customer service at B&G Foods. Prior to joining B&G Foods, Ms. Schum served at Schuman Cheese Inc. as Executive Vice President of Sales and Marketing from 2014 to 2016 and then Chief Operating Officer from 2017 to 2018. Ms. Bruce C. Wacha, Executive Vice President of Finance and Chief Financial Officer. Bruce Wacha is Executive Vice President of Finance and Chief Financial Officer. Mr. Wacha oversees the For fiscal 2021, our named executive officers also include David L. Wenner, who served as our interim chief executive officer from late fiscal 2020 until June 14, 2021. dividends, including $122.9 million during fiscal 2021. issuance of common stock under our “at-the-market” (ATM) equity offering program, which allowed us to repay a portion of the debt that we incurred to acquire the As described more fully below, changes for target. Mr. Sherrill, the chair of our board of directors, serves an officers. reports the compensation decisions it has made with respect to our chief executive officer and each of the other named executive officers to the board of directors. compensation committee also from time to time reviews peer group surveys as an independent measure to ensure that any adjustments are fair, reasonable and competitive. positive and the threshold adjusted EBITDA target has been achieved. Adjusted EBITDA targets under the annual bonus plan may be reset periodically within a fiscal year by the compensation committee to take into account acquisitions, divestitures and other unplanned events. Executives generally must be employed on the last day of a plan year to receive an annual bonus award, however, the compensation committee, at its discretion, may prorate awards in the event of certain circumstances such as the Kenneth G. Romanzi(1) Robert C. Cantwell(2) Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal(2) Erich A. Fritz William F. Herbes 2021. awards and stock options. At target, the performance shares constituted 75% of the long-term incentive awards and stock options constituted 25% of the long-term incentive awards. For 2019, our long-term incentive compensation program reverted back to performance shares only. Beginning with 2020, our long-term incentive compensation program was expanded to include restricted stock, with performance shares being reduced from 100% to 75% of the long-term incentive awards at target and time-based restricted stock constituting the remaining 25% of the long-term incentive awards at target Kenneth G. Romanzi Robert C. Cantwell(1) Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal(1) Erich A. Fritz William F. Herbes at the date of grant of the performance share LTIA, the value of the award at the end of the performance period will depend not only upon the level at which the performance goals have been achieved but will also depend on the price of our common stock at the end of the performance period when the shares of common stock are actually issued to the participants. 2017 to 2019 LTIAs reasonable level of retirement income based on years of service with our company. Benefits offered to our For those employees not eligible to participate in our defined benefit pension plan, matching contributions under our 401(k) plan vest immediately. ” Section 162(m) of the Internal Revenue Code limits the federal tax deductions that may be claimed by a public company for compensation paid to certain individuals to $1 million, except that, in 2017 and prior years, compensation exceeding such threshold could be deducted if it met the requirements to be considered Kenneth G. Romanzi(1) President and Chief Executive Officer Robert C. Cantwell(2) Former President and Chief Executive Officer Bruce C. Wacha(3) Executive Vice President of Finance and Chief Financial Officer Scott E. Lerner Executive Vice President, General Counsel, Secretary and Chief Compliance Officer Vanessa E. Maskal(4) Former Executive Vice President of Sales and Marketing Erich A. Fritz(5) Executive Vice President and Chief Supply Chain Officer William F. Herbes(6) Executive Vice President of Operations assumptions used in calculating the grant date fair value and estimate of aggregate compensation expense is set forth in Note 15 of the notes to our consolidated financial statements in our awards (calculated in accordance with FASB ASC Topic 718 as set forth above) reflected in the “stock awards” column. do not discriminate in scope, terms or operation, in favor of executive officers or directors of B&G Foods and that are available generally to all salaried employees. Kenneth G. Romanzi Robert C. Cantwell Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal Erich A. Fritz William F. Herbes Kenneth G. Romanzi 2019 Annual Bonus Plan(1) 2019-2021 PS LTIAs Restricted Stock Robert C. Cantwell Stock Option Expiration Extensions Bruce C. Wacha 2019 Annual Bonus Plan(1) 2019-2021 PS LTIAs Scott E. Lerner 2019 Annual Bonus Plan(1) 2019-2021 PS LTIAs Vanessa E. Maskal Stock Option Expiration Extensions Erich A. Fritz 2019 Annual Bonus Plan(1) 2019-2021 PS LTIAs William F. Herbes 2019 Annual Bonus Plan(1) 2019-2021 PS LTIAs grant date. Kenneth G. Romanzi Robert C. Cantwell Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal. Erich A. Fritz William F. Herbes common stock on the vesting date. received in respect of such performance share LTIAs is not included in the table below. Instead, after the performance period is completed, the named executive officer Kenneth G. Romanzi Robert C. Cantwell(1) Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal(2) Erich A. Fritz William F. Herbes(3) If an executive terminates Kenneth G. Romanzi Robert C. Cantwell(1) Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal.(1) Erich A. Fritz William F. Herbes.(2) For those employees not eligible to participate in our defined benefit pension plan (i.e., employees hired on or after January 1, 2020), we make a 100% matching contribution with respect to the participant’s elective contributions up to five percent of such participant’s compensation (provided that for fiscal 2021, matching contributions were based only on the first $290,000 of such participant’s compensation) and matching contributions vest immediately. Robert C. Cantwell Kenneth G. Romanzi Bruce C. Wacha Scott E. Lerner Vanessa E. Maskal Erich A. Fritz William F. Herbes post-retirement mortality rates in accordance with the PRI-2012 Mortality Tables and projected generationally with Scale measure and annualized the compensation of permanent full-time and part-time employees who were not employed by us for the entire calendar year (we did not annualize the compensation for temporary or seasonal employees and we did not make any full-time adjustments). appointed Chief Executive Officer effective June 14, 2021, we annualized all of the amounts included for Mr. Keller in the summary compensation table, except the bonus, relocation, temporary living and travel allowances benefit and option awards as those were one-time benefits with the full amount already included in Mr. Keller’s fiscal year 2021 compensation. Mr. Keller’s annualized total compensation for fiscal 2021 was $7,000,216. BlackRock, Inc.(2) The Vanguard Group, Inc.(3) Champlain Investment Partners, LLC(4) Kenneth G. Romanzi(5) Robert C. Cantwell(6) Bruce C. Wacha Erich A. Fritz William F. Herbes(7) Scott E. Lerner Vanessa E. Maskal(8) DeAnn L. Brunts Charles F. Marcy(9) Robert D. Mills Dennis M. Mullen Cheryl M. Palmer Alfred Poe Stephen C. Sherrill(10) David L. Wenner(11) All current directors and executive officers as a group (15 persons)(12) audit committee has discussed with the independent registered public accounting firm its independence from our company and our management, including the matters in the written disclosures and letter which were received by the audit committee from the independent registered public accounting firm as required by the applicable requirements of the PCAOB, and considered the compatibility of non-audit services with KPMG December 31, 2022. Audit Fees Audit-Related Fees Tax Fees All Other Fees Total In accordance with the 30, 2022. Parsippany, New Jersey BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + Proxy for Annual Meeting of Stockholders — May 17, 2022 This Proxy is Solicited on Behalf of the Board of Directors The undersigned holder of Common Stock of B&G FOODS, INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Bruce C. Wacha and Scott E. Lerner, or either one of them, with full power to act alone and to designate substitutes, the true and lawful proxies of the undersigned for and in the name and stead of the undersigned, to vote all shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held virtually via the Internet at If this proxy is properly executed, the shares of Common Stock covered hereby will be voted as specified herein. If no specification is made, such shares will be voted “FOR” each of the nominees in Proposal No. The undersigned hereby revokes all previous proxies.Use these links to rapidly review the document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549of the Securities Exchange Act of 1934Filed by the RegistrantýFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))ýDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material Pursuant to Rule 240.14a-12
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)B&G FOODS, 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 the appropriate box):ýNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:
TO BE HELD MAY 12, 202017, 202212, 2020,17, 2022, at 10:00 a.m., local time, Eastern Time, in a virtual-only format at the Hilton Parsippany, 1 Hilton Court, Parsippany, NJ 07054*,https://meetnow.global/MHAKG9P, for the following purposes (which are more fully described in the accompanying proxy statement):nineten directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;2."say“say on pay"pay” vote;3.January 2, 2021December 31, 2022 (fiscal 2020)2022); and4.20, 2020,21, 2022, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement of the meeting.in person.the meeting. By Order of the Board of Directors,
Scott E. LernerSecretaryParsippany, New JerseyMarch 26, 2020Secretary
March 30, 2022*Important Notice Regarding COVID-19 And Meeting Location We are sensitive to the public health and travel concerns of our stockholders and the protocols that federal, state and local governments may impose due to the coronavirus outbreak (COVID-19). In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding a virtual stockholder meeting by remote communication. Please monitor the investor relations section of our website at www.bgfoods.com/investor-relations for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. Please also retain the control number included on the proxy card or voting instructions that accompanied your proxy materials as you will need this number should we determine to allow for virtual attendance and you elect to participate at the meeting. As always, we encourage you to vote your shares prior to the annual meeting. PageGENERAL INFORMATIONPage 1CORPORATE GOVERNANCE 51 6 56 56 6 67 67 67 7 78 1011 1112 1213 1516 16 16 16 17 1517 17 18 18 18 19 19 19 1620 20 Introduction 16 1620 25 Required Vote 20 25 2125 2226 2226 2428 28 Introduction 24 2428 2529 2629 2630 Page 2730 2731 3338 3338 3438 3439 3439 3539 3539 3640 3640 3942 4043 4144 4144 4447 4447 4548 46i PageIntroduction49 46 49 Required Vote 46 49 4649 4750 4851 4952 5154 54 Introduction 51 5154 5255 5255 5356 5356
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 202017, 2022*Important Notice Regarding COVID-19 And Meeting Location We are sensitive to the public health and travel concerns of our stockholders and the protocols that federal, state and local governments may impose due to the coronavirus outbreak (COVID-19). In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding a virtual stockholder meeting by remote communication. Please monitor the investor relations section of our website at www.bgfoods.com/investor-relations for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. Please also retain the control number included on the proxy card or voting instructions that accompanied your proxy materials as you will need this number should we determine to allow for virtual attendance and you elect to participate at the meeting. As always, we encourage you to vote your shares prior to the annual meeting.("(“B&G Foods," "we,"” “we,” or "our company"“our company”) in connection with the solicitation of proxies by our board of directors to be voted at an annual meeting of stockholders to be held in a virtual-only format at the Hilton Parsippany, 1 Hilton Court, Parsippany, NJ 07054,https://meetnow.global/MHAKG9P at 10:00 a.m., local time, Eastern Time, on Tuesday, May 12, 2020,17, 2022, and at any adjournment or postponement of the meeting. Online access to the live audio webcast will open approximately 15 minutes prior to the start of the annual meeting. Stockholders will not be able to attend the annual meeting in person. This proxy statement and the related materials are first being distributed or made available to stockholders on or about March 26, 2020.30, 2022. This proxy statement provides information that should be helpful to you in deciding how to vote on the matters to be voted on at the annual meeting.meeting? Atmeeting and what are the annual meeting, the stockholders will consider and vote upon•
No.
Summary
Recommendation
Reference 1 The election of ten directors to hold office until the next annual meeting of stockholders. FOR 20 2 An advisory proposal on executive compensation, commonly referred to as a “say on pay” proposal. FOR 49 3 The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (fiscal 2022). FOR 54 the election of nine directors to hold office until the next annual meeting of stockholders (Proposal No. 1);•an advisory proposal on executive compensation, commonly referred to as a "say on pay" proposal (Proposal No. 2); and•the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2021 (fiscal 2020) (Proposal No. 3).•20192021 Annual Report.Foods' Foods’20192021 and other required information.didn'tdidn’t I receive a notice in the mail about the Internet availability of the proxy materials?Foods'Foods’ registrar and transfer agent, Computershare, you are considered a stockholder of record with respect to those shares."beneficial owner"“beneficial owner” of those shares.20, 202021, 2022 is entitled to vote at the annual meeting. As of that date, a total of 64,044,64968,846,136 shares of common stock were outstanding and are eligible to vote at the annual meeting. Each share of our common stock is entitled to one vote per share on all matters with respect to which holders are entitled to vote.are present in personattend the meeting or are represented by proxy. Whether or not you plan to attend the annual meeting, we encourage you to vote by proxy to assure that your shares will be represented. Voting by proxy will in no way limit your right to vote at the annual meeting if you later decide to attend in person.the meeting. Beneficial owners, however, may vote in person at the annual meeting only if they have a legal proxy, as described below.in person at the annual meeting.meeting by clicking on the “Cast Your Vote” link on the Meeting Center site.Owners.Owners. If your shares are held in the name of a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.in person at the meeting, you must first obtain a proxy, executed in your favor, from the institution that holds your shares.ballotclicking on the “Cast Your Vote” link on the Meeting Center site at the annual meeting. Attendance at the annual meeting will not by itself constitute a revocation of a proxy.Owners.Owners. If your shares are held in the name of a broker, bank or other holder of record, that institution will instruct you as to how your vote may be changed.••2020;2022; and•Items.Items. The election of directors and the advisory say on pay vote are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. Who may attend the annual meeting? All stockholders that were our stockholders as of the record date (March 20, 2020), or their authorized representatives, may attend the annual meeting. Admission to the meeting will be on a first-come, first-served basis. If your shares are held in the name of a broker, bank or other nominee and you plan to attend the annual meeting, you should bring proof of ownership, such as a brokerage or bank account statement, to the annual meeting to ensure your admission."non-votes"“non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote"“non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
Annual Meeting of Stockholders to be held on May 17, 2022 chairmanchair of the board of directors and chief executive officer. Separating these roles allows our chief executive officer to focus on the day-to-day management of our business and our chairman,chair of the board, an independent director, to lead the board and focus on providing advice and independent oversight of management. Given the time and effort that is required of each of these positions and our preference to have an independent director lead our board, we currently believe it is best to separate these roles. In March 2014, we amended our corporate governance guidelines to make this separation of roles mandatory.December 28, 2019January 1, 2022 (fiscal 2019)2021), the board of directors held eightnine meetings. Each of the directors attended at least 75% of the aggregate of all meetings held by the board of directors and each committee of the board of directors on which he or she served during fiscal 2019,2021, in each case held during the period for which he or she was a director and committee member. Our non-management directors meet regularly (at least quarterly) in executive session of the board without management directors or employees present, and our independent directors meet in executive session at least once annually. The chairmanchair of the board of directors (or, in the chairman'schair’s absence or if the chairmanchair is not an independent director, another independent director designated by the non-management directors) presides over executive sessions of the non-management directors and the independent directors."board“board of directors"directors” or "non-management directors"“non-management directors” will be forwarded to the chairmanchair of the board.20192021 annual meeting and we anticipate that all directors will attend the 20202022 annual meeting.•fourfive standing committees: an audit committee, a compensation committee, a corporate social responsibility committee, a nominating and governance committee and a risk committee. The following table sets forth the members of each committee and the number of meetings held during fiscal 20192021 for each of the board'sboard’s committees: Audit Compensation
Responsibility
and Governance Risk Number of Meetings: 6 6 4 3 5 Name: Stephen C. Sherrill + DeAnn L. Brunts Chair ☑ ☑ Debra Martin Chase Chair ☑ Charles F. Marcy ☑ ☑ ☑ Robert D. Mills ☑ ☑ ☑ Dennis M. Mullen. ☑ Chair Cheryl M. Palmer ☑ ☑ Chair Alfred Poe ☑ Chair David L. Wenner ☑ ☑ Audit Compensation Nominating
and Governance Risk 6 5 3 4 þ þ þ þ Chairman þ þ þ þ Chairman þ þ Chairman þ Chairman þ The board has approved a few changes to the committees that will be effective following the annual meeting of stockholders. Ms. Brunts will become chairmanMr. Sherrill, as independent Chair of the audit committee, replacing Mr. Marcy, who will remain aBoard, is an ex-officio non-voting, non-paid member of the compensation committee. Also, Mr. Marcy will be added to the nominating and governance committee. The following table sets forth the anticipated membership ofeach committee following the annual meeting, provided each director listed below is duly re-elected to the board at the meeting: AuditCompensationNominating and GovernanceRisk Name: Stephen C. Sherrillþ DeAnn BruntsChairmanþþ Charles F. Marcyþþþ Robert D. Millsþþ Dennis M. Mullen. þChairman Cheryl M. PalmerþþChairman Alfred PoeþChairman Kenneth G. Romanzi David L. Wennerþ DeAnn Brunts, Chair Charles F. Marcy Alfred Poe Audit Committee•• and Ms. Brunts each qualify as an audit committee financial expert as that term is defined by applicable SEC regulations, and has designated each as an audit committee financial expert.4952 of this proxy statement. Alfred Poe, Chair Charles F. Marcy Robert D. Mills Cheryl M. Palmer Stephen C. Sherrill* directors'directors’ responsibilities relating to the compensation of our executive officers and directors; and•
Table of Contents3539 of this proxy statement. David L. Wenner Cheryl M. Palmer •board'sboard’s and management'smanagement’s performance;••• Cheryl M. Palmer, Chair David L. Wenner company'scompany’s policies and processes related to enterprise risk assessment, management, reporting and response, including limits and tolerances, risk roles and responsibilities, risk appetite and profile, and risk mitigation decisions;•company'scompany’s business strategy and implementation isare consistent with itsour risk policies, appetite and profile and that risk assessment is anand review of organizational capabilities are integral aspectaspects of the business strategic planning process;•management'smanagement’s implementation of our company'scompany’s risk strategy, including identification, assessment and monitoring of and response to our company'scompany’s major risks;•company'scompany’s strategic risk assessment and other processes, including those resulting from competitive activity,activity; consumer demography and preferences,preferences; industry disruption and channel shifts; food safety; litigation; government/legislative activities andactivities; macroeconomic and capital market conditions;•to, at the request of our company's general counsel or disclosure committee, review our company's disclosures regarding risk in our company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q acquisitions and divestitures; capital market and other filings with the SEC;financing transactions; crisis management; and information technology, including disaster recovery, cybersecurity and data privacy;•time.•board'sboard’s committee structure and oversight processes.company'scompany’s executive officers and other senior managers are consistent with the company'scompany’s corporate strategy and are functioning as directed.company'scompany’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including, as required by the New York Stock Exchange, our risk assessment and risk management policies. The audit committee monitors our company'scompany’s credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management, external auditors and the firm that is responsible for our company'scompany’s internal audit function.Committee.Committee. The risk committee assists the board in fulfilling its oversight responsibilities with respect to risk as described above under "Committees“Committees of the Board of Directors—Directors — Risk Committee."”2021,2023, the stockholder'sstockholder’s notice must be received by our company not less than 120 days nor more than 150 days before the first anniversary of the date of this proxy statement.stockholder'sstockholder’s notice shall set forth: (1) as to each person whom the stockholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) a statement of the particular experience, qualifications, attributes or skills of the proposed nominee, (D) the number of shares of stock of our company that are beneficially owned by such person, (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the SEC promulgated under the Securities Exchange Act of 1934, as amended and (F) the written consent of the nominee to be named in the proxy statement as a nominee and to serve as a director if elected and (2) as to the stockholder giving the notice, (A) the name, and business address and residential address, as they appear on our stock transfer books, of the nominating stockholder, (B) a representation that the nominating stockholder is a stockholder of record and intends to appearattend in person or by proxy at the annual meeting to nominate the person or persons specified in the notice, (C) the class and number of shares of stock of our company beneficially owned by the nominating stockholder and (D) a description of all arrangements or understandings between the nominating stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the nominating stockholder.nominee'snominee’s professional ethics, integrity and values, judgment, experience, independence, diversity, commitment to representing the long-term interests of the stockholders, understanding of our company'scompany’s industry or other related industries and such other factors the nominating and governance committee determines are pertinent in light of the current needs of the board of directors. The board of directors does not have a formal policy on board diversity as it relates to the selection of nominees for the board. nominee'snominee’s qualifications and conducted the appropriate inquiries, the nominating and governance committee will make a determination whether to recommend the nominee for approval by the board of directors. If the nominating and governance committee decides to recommend the director nominee for nomination by the board of directors and such recommendation is accepted by the board, the form of our proxy solicitation will include the name of the director nominee.director'sdirector’s election, stock options issued under our Omnibus Plan. In addition, to ensure that our non-employee directors have an ownership interest aligned with our stockholders, each non-employee director also receives an annual grant of shares of our common stock issued under our Omnibus Plan. Members of our board committees receive an additional annual fee for each committee on which they serve. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or board committees. During the fourth quarter of 2018,recommended, and the board approved, effectivedid not implement any changes to board compensation for the period from June 20192021 to May 2020, a $10,000 increase in the annual equity grant to non-employee directors. Based upon the compensation committee's recommendation, the board2022 and has decided not to implement any changes to board compensation for the period from June 20202022 to May 2021.2023. The compensation committee made such recommendations after reviewing director (June 2020 - May 2021)(1) $ 165,000 $ 75,000 $ 130,000
Audit
Committee
Compensation
Committee
Nominating &
Governance
Committee
Risk
Committee
$ 25,000 $ 20,000 $ 20,000 $ 20,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 Compensation Element 2022/2023 Compensation (June 2022 - May 2023)(1) General Board Service—Cash(2) Annual Fee—Chair $165,000 Annual Fee—Other Members $75,000 General Board Service—Equity
annually $130,000 Number of shares
price of our common stock on the first business day of the calendar month
immediately following the annual meeting of stockholders. Shares are
issued on that day. Vesting schedule Shares vest immediately upon grant. Committee Service—Cash
Committee
Committee
Social
Responsibility
Committee
Governance
Committee
Committee Annual Fee—Chair $25,000 $20,000 $20,000 $20,000 $20,000 Annual Fee—Other Members $15,000 $15,000 $15,000 $15,000 $15,000 (2)ChairmanChair of the Board and each of the other non-employee directors in cash, may at each non-employee director'sdirector’s option, be paid in cash or an equivalent amount of options, provided that such election is made by continuing directors not later than December 31st of the calendar year prior to the payment of such annual board service fee and by newly elected directors not later than two days after such newly elected director'sdirector’s election to the board.2019,2021, our non-employee directors received the following compensation:Name
Paid in Cash
Awards(2)
Awards(3)
Incentive Plan
Compensation
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
Compensation Total Stephen C. Sherrill $ 65,000 $ 132,940 $ 100,000 — — — $ 297,940 DeAnn L. Brunts $ 150,000 $ 132,940 — — — — $ 282,940 Debra M. Chase $ 110,000 $ 132,940 — — — — $ 242,940 Charles F. Marcy $ 140,000 $ 132,940 — — — — $ 272,940 Robert D. Mills $ 140,000 $ 132,940 — — — — $ 272,940 Dennis M. Mullen. $ 135,000 $ 132,940 — — — — $ 267,940 Cheryl M. Palmer $ 125,000 $ 132,940 — — — — $ 257,940 Alfred Poe $ 110,000 $ 132,940 — — — — $ 242,940 $ 77,500 $ 121,857 — — — — $ 199,357 Fees Earned
or
Paid in Cash Stock
Awards(1) Option
Awards(2) Non-Equity
Incentive
Plan
Compensation Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total $ 80,000 $ 129,979 $ 99,999 — — — $ 309,978 $ 120,000 $ 129,979 — — — — $ 249,979 $ 115,000 $ 129,979 — — — — $ 244,979 $ 105,000 $ 129,979 — — — — $ 234,979 $ 110,000 $ 129,979 — — — — $ 239,979 $ 125,000 $ 129,979 — — — — $ 254,979 $ 91,250 $ 129,979 — — — — $ 221,229 $ 71,250 $ 129,979 — — — — $ 201,229
(1)(1)"Stock Awards"“Stock Awards” column shows the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. On June 3, 2019,1, 2021, each non-employee director received 5,7314,402 shares of our common stock for his or her annual equity grant. Mr. Wenner received 4,035 shares of our common stock, representing a pro rata grant, equal to 11/12ths of the annual equity grant, to reflect the period of time he will be a non-employee director during the June 2021 to May 2022 board service payment year.(2)"Option Awards"“Option Awards” column shows the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily represent the actual value realized by each director. The stock20192021 annual report.2018,2020, Mr. Sherrill elected to receive $100,000 of his $165,000 annual board service fee in stock options. On June 3, 2019,1, 2021, Mr. Sherrill received 40,93818,029 stock options at an exercise price of $22.68$30.20 per share. The stock options vest in their entirety on June 3, 2020.1, 2022.director'sdirector’s annual cash board service fee. Non-employee directors are required to achieve the relevant ownership threshold within five years after first becoming subject to the guidelines. If there is a significant decline in our stock price that causes a non-employee director'sdirector’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but such director may not sell or transfer any shares until the threshold has again been achieved. All of our non-employee directors who have been in their position for five years or longer own more than sufficient shares to satisfy our guidelines. Our nominating and governance committee plans to review these guidelines on an annual basis.we'rewe are committed to providing quality products and observing high ethical standards in the conduct of our business. Together with our predecessors, we have been doing so since the 1800s.passion; passion; food safety and quality; quality; integrity and accountability; accountability; customer and consumer focus; focus; safety and health at work; collaboration;work; collaboration; and empowerment—have been critical to our success. 16 SUSTAINABILITY AND RESPONSIBLE SOURCINGwe'rewe’re also passionate about supporting our employees and giving back to the communities where we live and work. For more information about someDuring 2020 our board of directors established a board-level corporate social responsibility committee to demonstrate our key initiatives relatingcommitment to zero waste, water conservation, reforestation, energy reduction, animal welfarecorporate social responsibility and community support, please see https://www.bgfoods.com/about/responsibility. Over the next year, weto oversee our efforts.Female Talent as a Percentage of Employees Fiscal Year Ended Goal January 1, 2022 January 2, 2021 By 2027 All Employees 34% 33% 50% Corporate 53% 53% Manufacturing, Warehouse and Distribution 29% 29% All Leadership Employees 28% 27% 38% 34% 31% 26% 26% Fiscal Year Ended Goal January 1, 2022 January 2, 2021 By 2027 All Employees 32% 30% 35% Corporate 21% 20% Manufacturing, Warehouse and Distribution 35% 32% All Leadership Employees 18% 17% 28% 10% 10% 21% 20% company'scompany’s success. Accordingly, we adopted a new supplier code of conduct in 2019 to communicate the expectations we have of our suppliers and to ensure that the suppliers we do business with adhere to the highest standards of ethics, integrity and compliance with the law. For purposes of our supplier code of conduct, "suppliers"“suppliers” include all suppliers, vendors, contractors, consultants, agents and other providers of goods or services to B&G Foods or any of our subsidiaries anywhere in the world. A copy of our supplier code of conduct is available at https://www.bgfoods.com/about/responsibility.company'scompany’s bylaws provide for the annual election of directors. Upon the recommendation of our nominating and governance committee, our board of directors has nominated for re-election each of our current directors.nineten nominees for director are to be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. If any of the nominees shall become unable or unwilling to stand for election as a director (an event not now anticipated by the board of directors), proxies will be voted for such substitute as designated by the board of directors.nineten director nominees standing for election, the following sets forth certain biographical information, including a description of their business experience during at least the past five years and the specific experience, qualifications, attributes or skills that qualify them to serve as directors of B&G Foods and/or members of the board committees on which they serve. For further information, about how director nominees are selected, see "Corporate“Corporate Governance—Director Nominations"Nominations” above.66, Chairman68, Chair of the Board of Directors:Directors: Stephen Sherrill has been a director since B&G Foods'Foods’ formation in 1996 and has been ChairmanChair since 2005. Mr. Sherrill is a founder and has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) since its formation in 1995. BRS was the controlling stockholder of B&G Foods from its formation in 1996 until its initial public offering in 2004. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill currently serves as a director of BRS Outdoor Holdings LLC (the owner of the Gamo and Daisy airgun brands) and Organika Health Products Inc. Mr. Sherrill has previously served as a director of, among others, Royal Robbins, Inc., Ruth'sRuth’s Chris Steak House, Inc., Remington Arms Company, Inc., Reliance Electric Company and Zatarain'sZatarain’s Brands Inc.Sherrill'sSherrill’s expertise regarding mergers and acquisitions and debt and equity financing allows him to provide invaluable guidance to our board of directors and executive management regarding these matters. This has been and continues to be very important to B&G Foods because we have implemented, and intend to continue to implement, our growth strategy in part through the acquisition of complementary brands. In addition, as a private equity investor, Mr. Sherrill has provided strategic guidance and business and financial oversight (including evaluation of senior management and their compensation) for many private and public companies.58,60, Director: DeAnn Brunts has been a director since May 2015. Since 1999, Ms. Brunts has served as the chief financial officer and executive officer of a number of businesses both private and public. BeginningMs. Brunts is a member of the board of directors of Benson Hill, Inc. (NYSE: BHIL), serving as such since November 2020. From January 2021 until her retirement in late March 2022, Ms. Brunts also served as the chief financial officer of Benson Hill. During 2020, she providesprovided financial, accounting, capital structure and leadership consulting services to private equity backed companies. She most recently served for three years commencing January 2017 as Chief Financial Officerchief financial officer of Solaray, LLC, a privately held full service category management and merchandising services provider of general merchandise to a variety of retailers, including over 40,000 convenience stores. She is now a consultant to Solaray. Ms. Brunts also served as the chief financial officer of Transworld Systems, Inc., a privately held debt collection agency, from 2015 to 2016, Maverik, Inc., a privately held convenience/gas/fresh food store chain, from 2012 to 2014, Rocky Mountain Foods, Inc., a privately held food manufacturer and distributor, from 2011 to 2012 and Merlin-International, a privately held information technology company,Women'sWomen’s Foundation of Colorado and as a director and audit committee chair for Springboard to Learning. She is currently a director of SRP Companies Canada, a privately held direct store distribution company.Debra Martin Chase, 65, Director: Debra Martin Chase has been a director since July 2020. Ms. Chase, an Emmy-nominated and Peabody Award-winning television and motion picture producer, is an entertainment industry icon and trailblazer as the first African American female producer ever to have a production deal at a major studio, and the first African American woman to produce a film that grossed over $100 million. To date, her films have grossed over a half billion dollars. Ms. Chase is the founder and has been serving as Chief Executive Officer of Martin Chase Productions since its formation in 2000. Since July 2021, Ms. Chase has been a member of the board of directors, and currently serves as a member of the audit committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG). Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Before that, Ms. Chase served as an in-house attorney and then in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston.69, Director:71, Director: Charles "Chuck"“Chuck” F. Marcy has been a director since 2010. Since 2015, Mr. Marcy has been a principal with Chuck Marcy Consulting, specializing in strategic and marketing consulting to companies in the natural and organic products businesses. From May 2013 through March 2015, Mr. Marcy served as the Chief Executive Officer of Turtle Mountain LLC, the owner of the So Delicious Dairy Free brand. Since December 2013, Mr. Marcy has been a member of the board of directors, and currently serves as a member of the nominating and governance committee and as chairmanchair of the compensation committee, of Farmer Bros. Co. (NASDAQ: FARM). Since May 2017, Mr. Marcy has been a member of the board of directors, and currently serves as a member of the audit committee, of Good Karma Foods, Inc. Since January 2017, Mr. Marcy has been a member of the board of directors, and currently serves as chairmanchair of the board and a member of the compensation committee, of Teton Waters Ranch LLC. Since January 2018, Mr. Marcy has been a member of the board of directors of Maple Hill Creamery, LLC. From 2010 until 2013, Mr. Marcy was a principal with Marcy & Partners, Inc., where he provided strategic planning and acquisition consulting to companies with a consumer focus. Mr. Marcy served as President and Chief Executive Officer and a member of the Board of Directors of Healthy Food Holdings (HFH), a holding company for branded "better-for-you"“better-for-you” foods from 2005 through April 2010. Under Mr. Marcy'sMarcy’s guidance, HFH'sHFH’s portfolio included Breyers Yogurt, YoCrunch Yogurt and Van'sVan’s International Foods. Previously, Mr. Marcy served as President, Chief Executive Officer and a Director of Horizon Organic Holdings, then a publicly traded company listed on the NASDAQ with a leading market position in the organic food business in the United States and the United Kingdom, from 1999 to 2004. Mr. Marcy also previously served as President and Chief Executive Officer of the Sealright Corporation, a manufacturer of dairy packaging and packaging systems, from 1995 to 1998, then a publicly traded company listed on the NASDAQ. From 1993 to 1995, Mr. Marcy was President of the Golden Grain Company, a subsidiary of Quaker Oats Company and maker of the Near East brand of all-natural grain-based food products. From 1991 to 1993, Mr. Marcy was President of National Dairy Products Corp., the dairy division of Kraft General Foods. From 1974 to 1991, Mr. Marcy held various senior marketing and strategic planning roles with Sara Lee Corporation and General Foods.47, Director.49, Director. Robert Mills has been a director since March 2018. Since 2005, Mr. Mills has served as a senior technology and digital executive for a number of public companies. Mr. Mills currently serves as Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer for Tractor Supply Company (NASDAQ: TSCO), a position he has held since August 2018. In his current role at Tractor Supply Company, Mr. Mills is responsible for setting the technology direction for the entire company including cybersecurity and privacy practices, providing leadership for all digital operations and facilitating the long term strategic direction, which includes M&A activity for the organization. Mr. Mills served as Senior Vice President, Chief Information and Strategy Officer of Tractor Supply Company from 2014 to August 2018. Prior to that, Mr. Mills was the chief information officer of Ulta Beauty Inc. (NASDAQ: ULTA) from 2011 to 2014 and vice president, online chief information officer of Sears Holding Corp. (NASDAQ: SHLD) from 2005 to 2011. He was the Chairman Emeritus for the National Retail Federation Chief Information Council from 2020 until 2021.66, Director:68, Director: Dennis Mullen has been a director since 2006. Mr. Mullen is a founder and has been a partner with The Mullen Group, LLC since its formation in 2011. The Mullen Group provides strategic advice regarding economic development and government and community relations. Prior to that, Mr. Mullen served as Chairman, President and Chief Executive Officer of Empire State Development Corporation from June 2009 through February 2011, where he oversaw the statewide operations of New York State'sState’s primary economic development agency. During that time he also served as a Commissioner of New York State'sState’s Department of Economic Development. From September 2008 to June 2009, Mr. Mullen served as Upstate President of the Empire State Development Corporation, where he oversaw the upstate operations of the agency. From 2005 through August 2008, Mr. Mullen served as President and Chief Executive Officer of Greater Rochester Enterprise, an economic development company. Prior to that, Mr. Mullen was President and Chief Executive Officer of Birds Eye Foods, Inc., a leading manufacturer and marketer of frozen vegetables, and a major processor of other food products, from 1998 to 2005. Mr. Mullen also was a director of Birds Eye Foods from 1996 to 2005, serving as Chairman of the Board from 2002 to 2005. Prior to that, Mr. Mullen held various other leadership positions with Birds Eye Foods and related entities. Prior to employment with Birds Eye Foods, Mr. Mullen was President and Chief Executive Officer of Globe Products Company, Inc. Mr. Mullen currently serves on the board of directors of Foster Farms, a leading poultry producer in the Western United States. He formerly served on the board of directors of the Grocery Manufacturers Association.62,64, Director: Cheryl Palmer has been a director since 2010. Ms. Palmer is a founder and has been the President of Strawberry Hill Associates, LLC, a strategic consulting firm that advises mid-size companies through the development and revitalization of brands, since its formation in 2011. Prior to that, Ms. Palmer served as Corporate Vice President, Revenue & Product Development (Chief Revenue Officer) of Club Quarters, LLC, which operates full service hotels for member organizations in prime, downtown locations, from 2007 to 2011. Previously Ms. Palmer was Vice President, Northeast Zone, for The Gap, from 2005 to 2006. Prior to that Ms. Palmer served in executive leadership positions at The Great Atlantic & Pacific Tea Company (A&P), including as President of the Food Emporium, a specialty food retail division, from 2000 to 2005, and as Senior Vice President, Strategic Marketing of A&P from 1999 to 2000. Prior to joining A&P, Ms. Palmer served as Group Vice President and General Manager Portfolio Leadership for Allied Domecq Spirits & Wines from 1997 to 1999. From 1985 to 1996, Ms. Palmer held various senior marketing and management positions at the Mott'sMott’s North America and Schweppes USA divisions of Cadbury Beverages, Inc.Palmer'sPalmer’s retail food industry experience brings a freshan added perspective to the board.2371, Director:73, Director: Alfred Poe has been a director since 1997. He is currently the Chief Executive Officer of AJA Restaurant Corp., serving as such since 1999. HeSince December 2020, Mr. Poe has been a member of the board of directors, and currently serves as a member of the nominating and governance and compensation committees of Farmer Bros. Co. (NASDAQ: FARM). Mr. Poe was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board and Chief Executive Officer of MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell'sCampbell’s Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell'sCampbell’s Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc. Mr. Poe previously served on the board of directors of Centerplate, Inc. (AMEX), Polaroid Corporation (NYSE) and State Street Bank (NYSE).Kenneth G. Romanzi, 60, President, Chief Executive Officer and Director: Ken Romanzi is our President and Chief Executive Officer and has been a director since April 2019. Mr. Romanzi previously served as Executive Vice President and Chief Operating Officer of B&G Foods, a position he had held since joining our company in December 2017. Prior to that, Mr. Romanzi served as President, Fresh Foods at WhiteWave Foods Corp., from March 2016 to October 2017, where he led Earthbound Farm Organic. Prior to joining WhiteWave, Mr. Romanzi, served as Senior Vice President and Chief Operating Officer, Global Brands of Ocean Spray Cranberries, Inc. from 2013 to 2015, and as Senior Vice President and Chief Operating Officer of Ocean Spray's North American food and beverage business from 2004 to 2013. Before that, Mr. Romanzi served as President, U.S. Toys Division of Hasbro Inc.; President and Chief Executive Officer of Ultimate Juice Company, a premium juice company whose brands included the Naked Juice brand; and President and Chief Executive Officer of Balducci's Direct, a gourmet food catalog business. Mr. Romanzi also served in positions of increasing responsibility at Nabisco, Inc., including President of Nabisco Refrigerated Foods and Senior Vice President Sales & Distribution of Nabisco Biscuit Company, and served at Cadbury Schweppes, as Vice President, Marketing and Strategic Planning, North America. Mr. Romanzi began his career in marketing at Frito-Lay, Inc. Mr. Romanzi has many years of experience as a senior executive officer in the food industry. Mr. Romanzi brings key senior management, leadership, operational and strategic planning experience to our board of directors. Mr. Romanzi also has a strong background in sales and brand marketing.70, Director:72, Director: David Wenner has been a director since August 1997. Mr. Wenner served as our President and Chief Executive Officer from March 1993 through December 2014.2014 and as our Interim President and Chief Executive Officer from November 2020 to June 2021. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for Distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President and assumed responsibility for all company manufacturing operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner has been active in industry trade groups and has served as President of Pickle Packers International and on the Chairman'sChairman’s Advisory Council of the Grocery Manufacturers Association.company'scompany’s business, history and organization. Mr. Wenner'sWenner’s training as an engineer at the U.S. Naval Academy and prior experience in senior leadership positions overseeing manufacturing, maintenance and purchasing operations at B&G Foods and Johnson & Johnson, together with his many years of day-to-day leadership and intimate knowledge of our business and operations, provide the board with invaluable insight into the operations of our company. Mr. Wenner also provides our board strong insight and guidance regarding potential acquisitions and acquisition financing as under his leadership as President and Chief Executive Officer, weB&G Foods successfully financed, acquired and integrated dozens of separate brands into our company'scompany’s operations. Race/Ethnicity Gender
American
Pacific Islander
Caucasian
Latino
American Male Female Name: Stephen C. Sherrill ☑ ☑ DeAnn L. Brunts ☑ ☑ Debra Martin Chase ☑ ☑ Kenneth C. Keller ☑ ☑ Charles F. Marcy ☑ ☑ Robert D. Mills ☑ ☑ Dennis M. Mullen ☑ ☑ Cheryl M. Palmer ☑ ☑ Alfred Poe ☑ ☑ David L. Wenner ☑ ☑ 20202022 annual meeting, which is an uncontested election, each nominee for director must receive the affirmative vote of a majority of the votes cast with respect to such nominee by the holders of the shares of common stock voting in person or by proxy at the annual meeting. A majority of the votes cast means that the number of votes cast "for"“for” a nominee for director must exceed the number of votes cast "against"“against” that nominee."FOR"“FOR” each of the board of directors'directors’ nominees set forth in Proposal No. 1.26, 2020,25, 2022, are as set forth in the table below. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified. Our executive officers serve at the discretion of the board of directors.Name Age Position NameAgePosition 6668 ChairmanChair of the Board of Directors G. Romanzi 60 President, Chief Executive Officer and Director 6971 Executive Vice President and Chief Supply Chain Officer 5254 Executive Vice President and Chief Commercial Officer 5355 Executive Vice President of Human Resources
and Chief Human Resources Officer 4749 Executive Vice President, General Counsel, Secretary
and Chief Compliance Officer 5456 Executive Vice President and Chief Customer Officer 4850 Executive Vice President of Finance and Chief Financial Officer 5860 Director 65 Director Charles F. Marcy 6971 Director 4749 Director 6668 Director 6264 Director 7173 Director 7072 Director Romanzi,Keller, Marcy, Mills, Mullen, Poe and Wenner and Ms.Mses. Brunts, Chase and Ms. Palmer, see "Proposal“Proposal No. 1—Election of Directors."”O'LakesO’Lakes and Alpine Lace.26Officer.Officer. Eric Hart is Executive Vice President of Human Resources and Chief Human Resources Officer of B&G Foods. Mr. Hart joined B&G Foods in February 2015 as Vice President of Human Resources and Chief Human Resources Officer and was promoted to his current position in January 2016. Mr. Hart is responsible for all Human Resources functions for our company, including: strategic HR organizational planning, compensation and benefits planning, talent acquisition, employee development and compliance with HR-related regulations and company practices. Prior to joining our company, Mr. Hart held various leadership positions within human resources for more than 25 years. Mr. Hart joined B&G Foods from LifeCell, where he had served as Vice President of Human Resources since 2014. Prior to that, Mr. Hart held human resources leadership positions at Avaya from 2007 to 2014, including Vice President of Global Compensation and Benefits, Senior Director of Human Resources for Avaya Global Services and Director of Human Resources. Mr. Hart also held human resources managerial positions at Mars and Novartis Pharmaceuticals.ShumSchum started her career in finance at Nabisco and spent 24 years at Nabisco and Kraft Foods in leadership roles of increasing responsibility, first in finance for five years, then in sales for 19 years, most recently serving as Area Vice President—East.Company'sCompany’s finance organization and is responsible for all financial and accounting matters. He also oversees the Company'sCompany’s corporate strategy and business development, including mergers & acquisitions, capital markets transactions and investor relations. Mr. Wacha joined B&G Foods in August 2017 as Executive Vice President of Corporate Strategy and Business Development and was appointed to his current position in November 2017. Before joining B&G Foods, Mr. Wacha served as chief financial officer and executive director of Amira Nature Foods Ltd. (NYSE: ANFI) from June 2014 to August 2017. Prior to that, Mr. Wacha spent more than 15 years in the financial services industry at Deutsche Bank Securities, Merrill Lynch and Prudential Securities, where he advised corporate clients across the food, beverage and consumer products landscape.Foods'Foods’ compensation programs and they should not be understood to be statements of management'smanagement’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.20192021 to our chief executive officer, our chief financial officer, and our three most highly compensated executive officers in fiscal 2019 who were serving as such at the end of fiscal 2019, our former chief executive officer and our former executive vice president of sales and marketing who would have been among the three most highly compensated officers2021 other than our chief executive officer and chief financial officer but for the fact that she was no longer serving as an executive officer at the end of fiscal 2019.officer. Throughout this proxy statement we refer to these individuals as our "named“named executive officers."” The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.••"“pay for performance"”).fifteenseventeen years since our initial public offering in 2004, we have grown net sales and adjusted EBITDA(1) at compound annual growth rates of 10.5%10.6% and 10.2%10.1%, respectively;"non-GAAP“non-GAAP (Generally Accepted Accounting Principles) financial measure."” Please see the discussion within the footnotes to Item 6, "Selected7, “Management’s Discussion and Analysis of Financial Data"Condition and Results of Operation” in our Annual Report on Form 10-K filed with the SEC on February 26, 2020March 1, 2022 for a more detailed discussion of adjusted EBITDA and a reconciliation of adjusted EBITDA with the most directly comparable GAAP measures, along with the components of adjusted EBITDA.offering. As discussed in more detail below, we achieved approximately 70% ofoffering and over that time our annual adjusted EBITDA target objective for 2019 but we did not attain our threshold three-year excess cash performance objective for 2017 to 2019. As a result, and consistent with our pay for performance philosophy, our named executive officers and members of senior management received annual bonus awards under our 2019 annual bonus plandividend has increased at a level between thresholdcompound annual growth rate of 4.9%; and target butnamed executive officers and membersinitial public offering we have returned approximately $1.2 billion in cash to our stockholders in the form of senior management that participated in our 2017 to 2019 performance share long-term incentive award program did not receive any shares of common stock under that three-year performance share long-term incentive award program.and develop our leadership talentin 2021 to ensure the company is well-positioned for long-term success. In May 2019,During 2021, we successfully completed the acquisitionintegration of Clabber Girl Corporation. In September and October 2019,the Crisco brand, which we completed a successful $1 billion debt refinancing, the largestacquired in our company's history, which improved our balance sheet and positions us well for future growth. During 2019, we returned $123.7 million of cash to our shareholders in the form of dividends and an additional $34.7 million in the form of share repurchases.December 2020. We also filled many vacant or newly created senior management positions, includingraised net proceeds of approximately $110 million from the chief supply chain officer, chief commercial officer and chief customer officer positions.shareholders'shareholders’ long-term interests. What we don't do Pay for performance
No repricing of underwater stock options
No excise tax gross-ups
No excessive perquisites
No excessive severance arrangements
No compensation programs that encourage unreasonable risk taking Foods'Foods’ annual meeting of stockholders held on May 21, 2019,18, 2021, the stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 20192021 proxy statement by greater than 92%91% of the votes cast. Our compensation program and policies for 20192021 did not deviate in any material way from those approved at last year'syear’s annual meeting of the stockholders.2019,2021, included the following: commencing with the annual long-term grant for2021 to 2023 performance share long-term incentive awards which had since 2015 included both(LTIAs), the number of performance shares and stock options, withthat can be earned under performance shares constituting 75%share LTIAs if maximum performance objectives are attained has been increased from 200% of the long-term incentive awards and stock options constituting 25%target to 233.333% of the long-term incentive awards, reverted to our pre-2015 approach of constituting only performance shares and no stock options.company'scompany’s compensation philosophy and objectives. Our compensation committee determines the appropriate compensation levels of executives, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for officers and employees. Our compensation committee ensures that the total compensation paid to our named executive officers is fair,company'scompany’s annual and long-term performance.committee'scommittee’s charter reflects the above-mentioned responsibilities, and the compensation committee and the board of directors periodically review and revise the charter. The compensation committee currently consists of fourfive directors, each of whom was determined by our company'scompany’s board of directors to be "independent"“independent” as defined by the listing standards of the New York Stock Exchange. No member of the compensation committee is a current or former officer or employee of our company. Mr. Poe, the chairmanchair of our compensation committee, reports on compensation committee actions and recommendations at each board meeting."Peer“Peer Group Surveys"Surveys” below.officers and directors.2018,2020, the compensation committee engaged Meridian Compensation Partners, an independent executive compensation consulting firm, to prepare a peer group compensation survey based upon publicly available information prior to setting fiscal 20192021 compensation for our executive officers. Meridian'sMeridian’s services to B&G Foods are limited to advising the compensation committee with respect to executive officer and non-employee director compensation. The compensation committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian'sMeridian’s independence, the compensation committee reviewed numerous factors relating to Meridian and the individuals actually providing services to B&G Foods, including those required by the SEC and the New York Stock Exchange. Based on a review of these factors, the compensation committee has determined that Meridian is independent and that Meridian'sMeridian’s engagement presents no conflicts of interest.company'scompany’s net sales relative to the peer group. This regression analysis allows us to predict the levels of compensation these peer group companies would pay if they were B&G Foods'Foods’ size. Darling Ingredients, Inc. Lancaster Colony Corp. Farmer Bros. Co. McCormick & Co., Inc. Farmer Brothers Co.Pinnacle Foods Inc.Flowers Foods, Inc. Post Holdings Inc. The Hain Celestial Group, Inc. Sanderson Farms, Inc. Hostess Brands, Inc. John B. Sanfilippo & Son, Inc. John B. Sanfilippo & Son, Inc.Snyder's-Lance, Inc.Lancaster ColonyJ&J Snack Foods Corp. The Simply Good Foods Company Lamb Weston Holdings, Inc. Treehouse Foods, Inc. executives'executives’ and senior managers'managers’ compensation than that of non-executives and non-senior managers by tying executives'executives’ and senior managers'managers’ compensation directly to the performance of B&G Foods. Accordingly, as set forth in the charts below, a significant portion of executive compensation consists of annual bonuses and long-term incentives linked to the company'scompany’s financial performance and/or the performance of the company'scompany’s stock.officers.officers other than Mr. Wenner, who served as our president and chief executive officer on an interim basis from November 15, 2020 until June 14, 2021. For each of theour named executive officers, including our chief executive officer, the executive officer'sofficer’s base salary is subject to annual increase at the discretion of the compensation committee. Adjustments to base salary are based upon the executive officer'sofficer’s past performance, expected future contributions, and scope and nature of responsibilities, including changes in responsibilities. As discussed above, theofficers'officers’ compensation to our annual and long-term financial and operating performance. Our performance-based awards are comprised of an annual incentive cash award and long-term incentive equity awards. The compensation committee'scommittee’s philosophy is that if our performance exceeds our internal targets and budgets, named executive officers can expect the level of their compensation to reflect that achievement. On the other hand, if our financial performance falls below these expectations, our approach is that named executive officers can expect their compensation to be adversely affected.20192021 each used one of the two performance measures listed below:company'scompany’s financial and operational improvements, ability to generate cash flow from operations, growth and return to stockholders. We believe that adjusted EBITDA is helpful in assessing the overall performance of our business, and is helpful in highlighting trends in our overall business because the items excluded in calculating adjusted EBITDA have little or no bearing on our day-to-day operating performance. Adjusted EBITDA is an important non-GAAP valuation tool that potential investors use to measure our profitability against other companies in our industry.Cash.Cash. Our compensation committee has chosen "excess cash"“excess cash” as the measure for determining performance share long-term incentive awards under the Omnibus Plan. Excess cash is calculated as adjusted EBITDA before taking into account accruals for any long-term equity incentive awards and other stock-based compensation, minus the sum of cash interest payments, cash income tax payments (excluding cash income tax payments for extraordinary gains not included in adjusted EBITDA), capital expenditures, dividends paid and payments for tax withholding on behalf of employees for net share withholding. Excess cash as we define it for purposes of our incentive awards differs from the definition of the term in our financing agreements because, as used for purposes of our incentive awards, excess cash is reduced by the amount of dividends we pay but excludes the impact of certain debt repayments, stock repurchases and cash income tax payments resulting from extraordinary gains not included in adjusted EBITDA. We believe that excess cash is an important measure in analyzing our liquidity, including our ability to continue returning an above-average dividend to our stockholders, and our ability to execute on strategic opportunities and deliver stockholder value. Further, the compensation committee believes that excess cash performance targets encourage management to actively pursue acquisitions that are meaningfully accretive to our cash flows.
"dividends paid"“dividends paid” in a manner to effectively eliminate any positive or negative effect of any increases or decreases in the dividend rate from the dividend rate in effect at the time the excess cash performance goal is set. The compensation committee believes that the achievement of the excess cash performance goals should not be made harder for management to achieve in the event the board of directors decides to increase the current dividend rate and likewise should not be made easier for management to achieve in the event the board of directors decides to reduce the current dividend rate.company;company, including, in the case of our three-year excess cash target, acquisition growth expectations over the three-year performance period;••stockholders'stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitutecompany'scompany’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.PlanPlan; Special Bonus Awardsofficer'sofficer’s compensation should be tied to the achievement of the company'scompany’s and that individual'sindividual’s performance goals in the form of an annual non-equity incentive cash bonus, in order to reward performance and overall company success. B&G Foods'Foods’ annual bonus plan provides for annual cash incentive awards to be made to our executive officers and senior managers, with an amount equal to 25% of the target bonus award based upon individual performance objectives set by the compensation committee in the case of executive officers (and by management in the case of senior managers) and the remainder of the annual bonus award based upon company-wide adjusted EBITDA objectives. For the purpose of determining whether adjusted EBITDA objectives have been achieved, adjusted EBITDA is determined after giving effect to any acquisitions completed during the year, subject to a determination by the compensation committee that it is appropriate to include the benefit of the acquisitions and provided that the benefit of any such acquisitions is reduced by acquisition financing costs incurred during the year to finance such acquisitions. No bonuses under the annual bonusesbonus plan (including the portion, if any, that would otherwise be payable for achievement of individual performance objectives) are paid unless excess cash for the fiscal year isexecutive'sexecutive’s promotion, demotion, death or retirement.executive'sexecutive’s or senior manager'smanager’s annualized base salary, with such percentage varying depending upon the level of adjusted EBITDA as compared to threshold, target and maximum adjusted EBITDA performance objectives as set forth in the table below and each executive'sexecutive’s or senior manager'smanager’s attainment of individual performance objectives.
a Percentage of Base Salary Name Target Maximum Up to 25% 100% 200% 100% 200% Bruce C. Wacha Up to 15% 60% 120% Scott E. Lerner Up to 15% 60% 120% Erich A. Fritz Up to 15% 60% 120% Jordan E. Greenberg Up to 15% 60% 120% 2019 Annual Bonus Award as a
Percentage of Base Salary Threshold(3) Target Maximum Up to 25% 100 % 200 % N/A N/A N/A Up to 15% 60 % 120 % Up to 15% 60 % 120 % N/A N/A N/A Up to 15% 60 % 120 % Up to 15% 60 % 120 %
(1)(1)RomanziWenner was promoted from chief operating officer toeligible for a prorated bonus award for the period of time he served as an employee of our company during 2021.effective April 6, 2019. Reflects the percentages Mr. Romanzi was eligible to earn for the portion of the year he was chief executive officer. For the portion of the year Mr. Romanzi was chief operating officer, he was eligible to earn up to 20% of base salary at threshold, 80% at target and 160% at maximum.during 2021.(2)Mr. Cantwell and Ms. Maskal retired on April 5, 2019 and therefore were not participants in the 2019 annual bonus plan.(3)20192021 adjusted EBITDA (net of acquisition financing costs) threshold, target and maximum performance objectives were $289.8$359.1 million, $305.0$378.0 million and $329.4$396.9 million. Our company'scompany’s fiscal 20192021 adjusted EBITDA (net of acquisition financing costs) of $300.4$358.0 million was betweenless than the threshold amount.amounts, and asbonus. Mr. Wenner received a pro rata 25% of target bonus. As determined by the compensation committee, the other named executive officers achieved their individual objectives at achievement percentages ranging from 75%85% to 91%96%. Therefore, as reflected in the non-equity incentive plan compensationbonus column in the summary compensation table below and consistent with our pay for performance philosophy, the named executive officers received between 63.4%21.3% and 67.4%24% of target bonus awards under the annual bonus plan for fiscal 2019.the date of this proxy statement, 2,369,320March 21, 2022, 3,362,748 shares of common stock have been issued under the plan since it was originally adopted in 2008 and 2,130,6801,137,252 shares remain available for issuance.Awards.Awards. Beginning in 2008, our compensation committee has made annual grants of performance share long-term incentive awards (LTIAs)LTIAs to our named executive officers and certain other members of senior management. The performance share LTIAs entitle the participants to earn shares of common stock upon the attainment of certain performance goals over the applicable performance period. The performance share LTIAs currently have three-year cumulative performance periods."excess cash" (as“excess cash” (as defined above). The performance share LTIAs each have a threshold, target and maximum payout. If our performancecompany'scompany’s long-term financial goals. In addition, the potential value of those shares if and when issued at the end of the performance period will depend on the price of our common stock at the end of the performance period.20192021 to 20212023 performance share LTIAs granted to each of our named executive officers in 2019,2021, the grant date fair market value of the number of shares that may be earned upon satisfaction of the threshold, target and maximum performance objectives are equal to the following percentages of annualized base salary:salary (based upon a thirty day average of the closing price of our common stock):
Performance Share LTIAs
as a Percentage of Base Salary
Based upon 30-day Average
Grant Date FMV Name Threshold Target Maximum N/A N/A N/A Kenneth C. Keller 56.25% 112.5% 262.5% Bruce C. Wacha 30% 60% 140% Scott E. Lerner 30% 60% 140% Erich A. Fritz 30% 60% 140% Jordan E. Greenberg 30% 60% 140% 2019 to 2021
Performance Share LTIAs
as a Percentage of Base Salary
Based upon Grant Date
Fair Market Value Threshold Target Maximum 75 % 150 % 300 % N/A N/A N/A 40 % 80 % 160 % 40 % 80 % 160 % N/A N/A N/A 40 % 80 % 160 % 40 % 80 % 160 %
(1)(1)Cantwell and Ms. Maskal retired on April 5, 2019 and therefore wereWenner did not granted 2019 to 2021receive any performance share LTIAs.20192021 to 20212023 LTIA performance period, it was intended that our chief executive officer would receive an award at the end of the three-year performance period with a value equal to 150%112.5% of his base salary as of the beginning of the performance periodif we meet our target excess cash objective for the three-year performance period. However, if over the three-year performance period we meet the performance objective at the target level but our stock price decreases by 50% over that three-year period, the value of the award would decrease by 50% as compared to the grant date value. Likewise, if over that three-year performance period we meet the performance objective at the target level but our stock price increases by 50% over that three-year period, the value of the award would increase by 50% as compared to the grant date value.the February or March following the end of the three-year performance period, in each case subject to the performance goals for the applicable performance period being certified by our compensation committee as having been achieved.PeriodPeriods Ending in Fiscal 2019.2021. Fiscal 20192021 was the third and final year of the 20172019 to 20192021 LTIA performance period and the first and only performance year in Mr. Keller’s phase-in 2021 performance share LTIA performance period. As reflected in the table below, actual cumulative excess cash (as defined above) for fiscal 20172019 to 20192021 exceeded the maximum level performance objective and was achieved at a level slightly below the thresholdtarget performance objectives. Therefore noobjective for fiscal 2021. As a result, shares of common stock were earned byat (a) 200% of target level for the 2019 to 2021 performance share LTIAs and were issued to all eligible plan participants, including four of the named executive officers.officers, in March 2022, and (b) 99.23% of target level for the phase-in 2021 performance share LTIAs and were issued to Mr. Keller in March 2022. A summary of the shares of common stock awarded to our named executive officers (before shares were withheld to cover withholding taxes) and the value realized on vesting of those awards can be found in the Option Exercises and Stock Vested for Fiscal 2021 table on page 44. Performance Period Excess Cash Objective
Achieved Threshold Target Maximum 2019 to 2021 LTIAs Fiscal 2019 to 2021 $ 141,084,000 $ 156,760,000 $ 188,112,000 $ 266,537,000 2021 LTIAs Fiscal 2021 $ 83,754,900 $ 93,061,000 $ 111,673,200 $ 92,917,000 Excess Cash Objective Excess Cash
Achieved Performance Period Threshold Target Maximum Fiscal 2017 to 2019 $ 225,594,180 $ 250,660,200 $ 300,792,240 $ 164,466,000 Name
as a Percentage of Base Salary
Based upon 30-day Average
Grant Date FMV N/A 37.5% Bruce C. Wacha 20.0% Scott E. Lerner 20.0% Erich A. Fritz 20.0% Jordan E. Greenberg 20.0% named executive officers serve a different purpose than do the other elements of total compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a named executive officers are the same as those offered to the general employee population, except for the automobile allowance provided to the executive officers. Ourthe company's defined benefit pensionour company’s 401(k) plan. In addition, under the company's 401(k) plan, B&G Foods makes a 50% matching contributioncontributions with respect to each participant'sparticipant’s elective contributions, up to sixa certain percent of such participant'sparticipant’s compensation (provided that for fiscal 2019,2021, matching contributions were based only on the first $280,000$290,000 of such participant'sparticipant’s compensation). MatchingFor those employees eligible to participate in our defined benefit pension plan, matching contributions under our 401(k) plan become fully vested after five years of employment with the company."Management“Management Employment Agreements—Severance Benefits"” below.officer'sofficer’s compensation and evaluating our chief executive officer'sofficer’s performance in light of those goals and objectives.CantwellWenner served as our Interim President and Chief Executive Officer from January 1, 2015November 15, 2020 until June 14, 2021. B&G Foods and Mr. Wenner agreed that during his retirementtenure as Interim President and Chief Executive Officer he would receive a base salary of $1 million per year (pro-rated for his period of service). In addition, Mr. Wenner was eligible to (1) participate in all employee benefit plans maintained by B&G Foods for our executive officers, including medical, dental, disability and life insurance coverage, (2) receive other executive benefits, including a car allowance of $10,000 per year and a cell phone allowance (in each case, pro-rated for his period of service), and (3) receive other customary employee benefits. Mr. Wenner did not participate in our company’s long-term incentive compensation program described above. B&G Foods and Mr. Wenner also agreed that Mr. Wenner would not receive any compensation as a director during his tenure as Interim President and Chief Executive Officer.April 5, 2019.the date of grant of approximately $375,000, were granted to Mr. Cantwell'sWenner on October 15, 2021.20192021 was based upon his employment agreement described and the other factors set forth above under "Components“Components of Executive Compensation." Mr. Romanzi has served as our President and Chief Executive Officer since April 6, 2019. Mr. Romanzi's compensation during fiscal 2019 was based upon his employment agreement, his promotion to Chief Executive Officer and the other factors set forth above under "Components of Executive Compensation." In connection with Mr. Romanzi's promotion to chief executive officer, the compensation committee approved a one-time grant to Mr. Romanzi of a time-based restricted stock award with a value equal to approximately $780,000 based on the closing price of our common stock on April 1, 2019. Mr. Romanzi was issued 32,059 shares of restricted stock on April 1, 2019, one-third of which vest on each of April 1, 2020, April 1, 2021 and April 1, 2022. Mr. Romanzi is required to retain ownership of all shares that vest (net of any shares withheld to satisfy tax withholding obligations) under the restricted stock award for so long as he remains employed by our company. Vesting of the restricted stock may be accelerated upon certain qualifying terminations of employment. See "Management Employment Agreements—Severance Benefits" below. In determining to grant the one-time restricted stock award, the board and our compensation committee considered, among other things, the compensation required to attract CEO's in our company's peer group as well as CEO total compensation among the members of our peer group. The committee believes that this grant provides an additional incentive to Mr. Romanzi to strive to create shareholder value and is consistent with the committee's philosophy to align the interests of management with that of our company's shareholders."performance-based"“performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code. The Tax Cuts and Jobs Act, passed by Congress in December 2017, eliminated the "performance-based"“performance-based” compensation exemption under Section 162(m). Therefore, for 2018 and subsequent years, compensation paid to our chief executive officer, our chief financial officer and to each of our other named executive officers generally will not be deductible for federal income tax purposes to the extent such compensation exceeds $1 million, regardless of whether such compensation would have been considered "performance-based"“performance-based” under prior law. This limitation on deductibility applies to each individual who is a "covered employee"“covered employee” (as defined in Section 162(m)) in 2017 or who becomes a covered employee, in any future year, and continues to apply to each such individual for all future years, regardless of whether such individual remains a named executive officer. There is, however, a transition rule that allows "performance-based" compensation in excess of $1 million to continue to be deductible if the remuneration is provided pursuant to a binding contract that was in effect on November 2, 2017 and that was not subsequently materially modified. The compensation committee believes that our stockholders'stockholders’ interests are best served by not restricting the compensation committee'scommittee’s discretion in structuring compensation programs, and thus the compensation committee intends to maintain flexibility to pay compensation that is not deductible when the best interests of our company make that advisable. In approving the amount and form of compensation for our named executive officers, the compensation committee will continue to consider all elements of cost to our company of providing such compensation, including the potential impact of Section 162(m). Also, Mr. Romanzi is required to retain ownership of all shares that vest (net of any shares withheld to satisfy tax withholding obligations) under the restricted stock award that he received in April 2019 upon being promoted to chief executive officer for so long as he remains employed by our company."Corporate“Corporate Governance—Director Compensation—Non-Employee Director Stock Ownership Guidelines"” above for a description of stock ownership guidelines we have adopted for our non-employee directors.company'scompany’s stock. Company policy also prohibits our directors, executive officers and certain other employees from purchasing or selling any financial instrument that is designed to hedge or offset any decrease in the market value of our company'scompany’s stock, including prepaid variable forward contracts, equity swaps, collars and other derivative securities that are directly linked to our company'scompany’s stock. All other employees are discouraged from entering into hedging transactions related to company stock. In addition, our insider trading policy prohibits all directors, executive officers and all other employees from purchasing company securities on margin, holding company securities in a margin account or pledging company securities.20192021 or at any time prior thereto, an officer or employee of our company or any of our subsidiaries. In addition, no member of the compensation committee had any relationship with the company that would require disclosure under the applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of our company currently serves or has served in the past on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our board of directors or compensation committee.company'scompany’s Annual Report on Form 10-K for fiscal 2019.2021. This report is provided by the following independent directors, who comprise the committee. Compensation Committee Compensation Committee
Alfred Poe,ChairpersonChair Charles F. Marcy Robert D. Mills Cheryl M. Palmer Stephen C. Sherrill 2019, 20182021, 2020 and 20172019 paid to our named executive officers.Name and Principal Position Year Salary
Awards(5)
Equity
Incentive
Plan
Compen-
sation(6)
Awards(7)
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings(8)
Compensation(9) Total
Former Interim President and
Chief Executive Officer 2021 $ 573,077 $ 124,313 $ — $ — $ 374,997 $ — $ 219,361 $ 1,291,748 2020 $ 114,162 $ — $ — $ — $ — $ 39,084 $ 217,290 $ 370,536
President and
Chief Executive Officer 2021 $ 565,385 $ 579,808 $ 3,249,055 $ — $ 1,500,001 $ — $ 146,545 $ 6,040,794
Executive Vice President of Finance and Chief Financial Officer 2021 $ 481,273 $ 69,303 $ 347,343 $ — $ — $ 20,989 $ 20,260 $ 939,168 2020 $ 449,788 $ — $ 289,923 $ 533,673 $ — $ 50,535 $ 20,110 $ 1,344,029 2019 $ 437,750 $ — $ 267,482 $ 170,486 $ — $ 37,914 $ 19,960 $ 933,592
Executive Vice President, General
Counsel, Secretary and Chief
Compliance Officer 2021 $ 510,046 $ 71,916 $ 368,101 $ — $ — $ 13,553 $ 20,260 $ 983,876 2020 $ 495,190 $ — $ 319,181 $ 586,800 $ — $ 130,472 $ 20,110 $ 1,551,753 2019 $ 481,937 $ — $ 294,495 $ 194,924 $ — $ 121,492 $ 19,960 $ 1,112,808
Executive Vice President and Chief Supply Chain Officer 2021 $ 433,913 $ 55,324 $ 313,133 $ — $ — $ 40,474 $ 20,260 $ 863,104 2020 $ 421,275 $ — $ 271,552 $ 503,002 $ — $ 55,898 $ 20,110 $ 1,271,837 2019 $ 331,154 $ — $ 250,538 $ 126,487 $ — $ — $ 117,837 $ 826,016
Executive Vice President and
Chief Commercial Officer 2021 $ 396,872 $ 55,959 $ 286,399 $ — $ — $ 21,263 $ 20,260 $ 780,753 2020 $ 385,313 $ — $ 248,352 $ 460,064 $ — $ 179,605 $ 20,110 $ 1,293,444 Year Salary Bonus(7) Stock
Awards(8) Non-Equity
Incentive Plan
Compensation(9) Option
Awards(10) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings(11) All Other
Compensation(12) Total 2019 $ 718,077 $ — $ 1,673,681 $ 436,554 $ — $ 47,815 $ 19,960 $ 2,896,087 2018 $ 550,000 $ 375,348 $ 288,365 $ — $ 137,497 $ 34,683 $ 86,510 $ 1,472,403
2019
$
257,476
$
—
$
—
$
—
$
520,943
$
174,895
$
171,957
$
1,125,271 2018 $ 760,725 $ 648,947 $ 598,301 $ — $ 285,269 $ 16,156 $ 19,810 $ 2,329,208 2017 $ 760,725 $ — $ 699,936 $ — $ 285,269 $ 154,027 $ 19,660 $ 1,919,617
2019
$
437,750
$
—
$
267,482
$
170,486
$
—
$
37,914
$
19,960
$
933,592 2018 $ 425,000 $ 217,531 $ 178,262 $ — $ 84,997 $ 28,342 $ 19,810 $ 953,942 2017 $ 149,038 $ 100,000 $ — $ — $ — $ — $ 3,779 $ 252,817
2019
$
481,937
$
—
$
294,495
$
194,924
$
—
$
121,492
$
19,960
$
1,112,808 2018 $ 467,900 $ 239,489 $ 196,259 $ — $ 93,577 $ — $ 19,810 $ 1,017,035 2017 $ 449,904 $ — $ 220,768 $ — $ 89,979 $ 63,500 $ 19,660 $ 843,811
2019
$
156,974
$
—
$
—
$
—
$
108,834
$
112,492
$
785,485
$
1,163,785 2018 $ 449,904 $ 230,278 $ 188,705 $ — $ 89,977 $ — $ 19,810 $ 978,674 2017 $ 436,800 $ — $ 214,333 $ — $ 87,360 $ 105,709 $ 19,660 $ 863,862
2019
$
331,154
$
—
$
250,538
$
126,487
$
—
$
—
$
117,837
$
826,016
2019
$
400,235
$
—
$
244,569
$
152,273
$
—
$
71,508
$
19,960
$
888,545 2018 $ 390,093 $ 199,665 $ 163,624 $ — $ 78,017 $ 13,337 $ 19,810 $ 864,546 2017 $ 378,731 $ — $ 185,847 $ — $ 75,743 $ 50,145 $ 19,660 $ 710,126
(1)(1)Romanzi joined our companyWenner served as Executive Vice President and Chief Operating Officer in December 2017. Mr. Romanzi was promoted toInterim President and Chief Executive Officer effective as of April 6, 2019.from November 15, 2020 until June 14, 2021. Salary for 2019 is pro-rated based upon the period of time he served in each role.(2)Mr. Cantwell retired as President2020 and Chief Executive Officer on April 5, 2019. Salary for 2019 reflects the pro-rated portion of his annual base salary and also includes a cash payment of $23,407 for accrued but unused vacation.(3)Mr. Wacha joined our company as Executive Vice President of Corporate Strategy and Business Development in August 2017 and was appointed to Executive Vice President of Finance and Chief Financial Officer in November 2017. Salary for 20172021 reflects the pro-rated portion of his annual base salary. Bonus for 2017 reflects the sign-on bonus Mr. Wacha received upon being hired.(4)Ms. Maskal retired as Executive Vice President of Sales and Marketing on April 5, 2019. Salary for 2019 reflects the pro-rated portion of her annual base salary and2021 also includes a cash payment of $15,916$53,846 for accrued but unused vacation.(5)(6)Mr. Herbes retired as Executive Vice President of Operations on March 1, 2020.(7)2018,2021, reflects special bonus awards approved in December 2018February 2022 and paid in March 20192022 to our executive officers and certain members of senior managementall other participants in our annual bonus plan to recognize their significant contributions to manage our business through unprecedented challenges and difficulties in the successful operationindustry. The surge of Pirate Brands duringthe Omicron variant in the fourth quarter caused widespread labor shortages across the supply chain, negatively impacting our company's five years of ownership of Pirate Brandsmanufacturing and shipping operations as well as our customers’ ability to receive shipments and as a result, our 2021 adjusted EBITDA was slightly below “threshold” under our 2021 annual bonus plan. The special bonus awards were paid to participants, including the named executive officers (other than Mr. Keller) in an amount equivalent to the successful completion“threshold” level under our annual bonus plan. Consistent with Mr. Keller’s employment agreement and its provisions regarding his first annual bonus, Mr. Keller received a special bonus award equivalent to his “target” bonus under the 2021 annual bonus plan, with the bonus being pro-rated to reflect the period of the Pirate Brands sale at a sale price more than double whattime Mr. Keller served as our company paid for Pirate Brands in 2013.President and Chief Executive Officer during fiscal 2021.(8)Except to the extent otherwise noted below for Mr. Romanzi, the "stock awards"conditions.conditions (i.e., the “target” value). The amounts reported in the "stock awards"“stock awards” column are generally consistent with the estimate of aggregate compensation expense expected to be recognized by B&G Foods for the named executive officers over the performance period determined as of the grant date under FASB Topic 718, excluding the effect of forfeitures. A discussion of the20192021 annual report.Assumingmaximum performance goals were met,share LTIAs will be earned at “target.” The table below provides the value of the awards at date of grant, or in certain cases, deemed date of grant (calculated in accordance with FASB ASC Topic 718 as set forth above), would have been as follows:2017—Mr. Cantwell, $1,399,873; Mr. Lerner, $441,536; Ms. Maskal $428,667;assuming that threshold, target and Mr. Herbes, $371,694;2018—Mr. Romanzi, $576,730; Mr. Cantwell, $1,196,602; Mr. Wacha, $356,524; Mr. Lerner, $392,519; and Ms. Maskal $377,410; and2019—Mr. Romanzi, $1,787,372; Mr. Wacha, $534,965; Mr. Lerner, $588,990; Mr. Fritz, $501,076; and Mr. Herbes, $489,138. For 2017, includesmaximum performance goals were met. The table also sets forth the 2017-2019 performance share LTIAs. For 2018, includes the 2018-2020 performance share LTIAs. For 2019, includes the 2019-2021 performance share LTIAs.For Mr. Romanzi, the value of stock awards for 2019, also includes the aggregate grant date fair value of 32,059 shares of restricted stock (calculated regardless of when and how the award vests) issued to Mr. Romanzi on April 1, 2019 in connection with his appointment as our President and Chief Executive Officer, one-third of which vest on each of April 1, 2020, April 1, 2021 and April 1, 2022. For 2019, the aggregate grant date fair value of performance share LTIAs granted to Mr. Romanzi was $893,686 and the aggregate grant date fair value of the restricted stock was $779,995. FASB ASC Topic 718 Values
LTIAs
Stock Name Year Threshold Target Maximum David L. Wenner 2021 $ — $ — $ — $ — 2020 $ — $ — $ — $ — Kenneth C. Keller 2021 $ 1,503,120 $ 3,006,272 $ 7,014,605 $ 242,783 Bruce C. Wacha 2021 $ 122,637 $ 247,453 $ 577,382 $ 99,890 2020 $ 96,138 $ 192,276 $ 384,552 $ 97,647 2019 $ 133,741 $ 267,482 $ 534,965 $ — Scott E. Lerner 2021 $ 131,111 $ 262,248 $ 611,894 $ 105,852 2020 $ 105,842 $ 211,683 $ 423,366 $ 107,498 2019 $ 147,248 $ 294,495 $ 588,990 $ — Erich A. Fritz 2021 $ 111,527 $ 223,082 $ 520,515 $ 90,051 2020 $ 90,041 $ 180,092 $ 360,184 $ 91,460 2019 $ 125,260 $ 250,538 $ 501,076 $ — Jordan E. Greenberg 2021 $ 102,005 $ 204,037 $ 476,076 $ 82,362 2020 $ 82,351 $ 164,713 $ 329,427 $ 83,639 "stock awards"“stock awards” column and in this footnote do not reflect the value of common stock actually received by the named executive officers, whether the named executive officer will actually realize a financial benefit from the awards, or the potential value to the named executive officer of the awards that may be earned. Whether, and to what extent, the named executive officers ultimately realize value will depend on many factors, including the actual performance of the company, the price of our common stock when and if shares are actually issued and the named executive officers'officers’ continued employment. For more details on performance share LTIA and restricted stock grants in 2019,2021, see the Grants of Plan-Based Awards in Fiscal 20192021 table below. Additional information regarding performance share LTIAs granted in 20182020 and 20192021 and restricted stock granted in 2020 and 2021 that are still outstanding can be found in the table Outstanding Equity Awards at 20192021 Fiscal-Year End table below. For the performance shares LTIAs granted in 2017, we did not attain our threshold three-year excess cash performance objective for 2017 to 2019. As a result, our named executive officers did not receive any shares of common stock for the performance share LTIAs granted in 2017.(9)2020. No annual bonus plan awards were earned by2021 and March 2020, respectively.named executive officers for fiscal 2017 or fiscal 2018.(10)For 2017 and 2018, the "option awards"“option awards” column sets forth the aggregate grant date fair value of the stock option awards granted in those years,that year, calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the aggregate grant date fair value is set forth in Note 15 of the notes to our consolidated financial statements in our 20192021 annual report. Mr. Romanzi and Mr. Wacha did not receive option awards in 2017. See notes 1 and 3 above. None of the named executive officers received stock option awards in 2019. In connection with Mr. Cantwell's and Ms. Maskal's retirements, we extended the expiration dates of stock options previously granted to them from the earlier of 180 days after their retirement date and the current expiration date of the options to the earlier of three years after their retirement date and the current expiration date of the options. Pursuant to FASB ASC Topic 718, the extensions were accounted for as equity award modifications. The amounts shown for 2019 for Mr. Cantwell and Ms. Maskal represent the incremental fair value of the modified awards computed as the difference between the fair value of the modified awards and the fair value of the original awards immediately before they were modified.or 2020.(11)officer'sofficer’s accumulated benefit under our defined benefit pension plan. For Mr. Wenner, includes the change in value for full year 2020 and 2021 and not only the periods of time he served as Interim President and Chief Executive Officer. In accordance with SEC rules, negative amounts have been reported as zero in this table. DuringFor fiscal 2018,2021, the negative amountsamount for Mr. Lerner and Ms. Maskal were $10,849 and $9,387, respectively.Wenner was $55,590. See the pension benefits table on page 4447 for additional information, including the present value assumptions used in this calculation. We do not have any non-qualified deferred compensation plans.(12)"all“all other compensation"compensation” column. In accordance with SEC rules, the compensation in the table omits information regarding plans or arrangements such as group life, health, hospitalization and medical reimbursement plans thatName Year
Contributions
to 401(k) Plan
Allowance(A)
Allowance(A)
Temporary
Living and
Travel
Allowances
for Services as
a Director Total David L. Wenner 2021 $ 14,500 $ 5,192 $ 312 $ — $ 199,357 $ 219,361 2020 $ 2,332 $ 1,153 $ 69 $ — $ 213,736 $ 217,290 Kenneth C.. Keller 2021 $ 14,500 $ 5,385 $ 840 $ 125,100 $ — $ 146,545 Bruce C. Wacha 2021 $ 8,700 $ 10,000 $ 1,560 $ — $ — $ 20,260 2020 $ 8,550 $ 10,000 $ 1,560 $ — $ — $ 20,110 2019 $ 8,400 $ 10,000 $ 1,560 $ — $ — $ 19,960 Scott E. Lerner 2021 $ 8,700 $ 10,000 $ 1,560 $ — $ — $ 20,260 2020 $ 8,550 $ 10,000 $ 1,560 $ — $ — $ 20,110 2019 $ 8,400 $ 10,000 $ 1,560 $ — $ — $ 19,960 Erich A. Fritz 2021 $ 8,700 $ 10,000 $ 1,560 $ — $ — $ 20,260 2020 $ 8,550 $ 10,000 $ 1,560 $ — $ — $ 20,110 2019 $ 8,400 $ 8,077 $ 1,260 $ 100,100 $ — $ 117,837 Jordan E. Greenberg 2021 $ 8,700 $ 10,000 $ 1,560 $ — $ — $ 20,260 2020 $ 8,550 $ 10,000 $ 1,560 $ — $ — $ 20,110 Year Matching
Contributions
to 401(k) Plan Automobile
Allowance(A) Cell Phone
Allowance(A) Relocation,
Temporary
Living and
Travel
Allowances Post-
Employment
Compensation
and Benefits(B) Consulting
Fees(C) Total 2019 $ 8,400 $ 10,000 $ 1,560 $ — $ — $ — $ 19,960 2018 $ 8,250 $ 10,000 $ 1,560 $ 66,700 $ — $ — $ 86,510
2019
$
8,400
$
3,077
$
480
$
—
$
—
$
160,000
$
171,957 2018 $ 8,250 $ 10,000 $ 1,560 $ — $ — $ — $ 19,810 2017 $ 8,100 $ 10,000 $ 1,560 $ — $ — $ — $ 19,660
2019
$
8,400
$
10,000
$
1,560
$
—
$
—
$
—
$
19,960 2018 $ 8,250 $ 10,000 $ 1,560 $ — $ — $ — $ 19,810 2017 $ — $ 3,269 $ 510 $ — $ — $ — $ 3,779
2019
$
8,400
$
10,000
$
1,560
$
—
$
—
$
—
$
19,960 2018 $ 8,250 $ 10,000 $ 1,560 $ — $ — $ — $ 19,810 2017 $ 8,100 $ 10,000 $ 1,560 $ — $ — $ — $ 19,660
2019
$
8,400
$
3,077
$
480
$
—
$
773,528
$
—
$
785,485 2018 $ 8,250 $ 10,000 $ 1,560 $ — $ — $ — $ 19,810 2017 $ 8,100 $ 10,000 $ 1,560 $ — $ — $ — $ 19,660
2019
$
8,400
$
8,077
$
1,260
$
100,100
$
—
$
—
$
117,837
2019
$
8,400
$
10,000
$
1,560
$
—
$
—
$
—
$
19,960 2018 $ 8,250 $ 10,000 $ 1,560 $ — $ — $ — $ 19,810 2017 $ 8,100 $ 10,000 $ 1,560 $ — $ — $ — $ 19,660 In the cases of Mr. Cantwell and Mr. Herbes they did not receive cash cell phone allowances but instead received the benefit of cell phone plans paid for by our company.(B)Ms. Maskal retired from our company effective April 5, 2019. As previously disclosed, we entered into a retirement agreement with Ms. Maskal pursuant to which she is receiving salary continuation payments of $735,683, which reflects payment of 160% of her annual base salary for an additional one year following her retirement date and continuation of healthcare and other insurance benefits for one year following her retirement date valued at $37,845. The retirement agreement also amended Ms. Maskal's stock option agreements to increase the period of time she will have after her retirement to exercise vested stock options from the earlier of 180 days after her retirement date and the current expiration date of the options to the earlier of three years after her retirement date and the current expiration date of the options. See note 10 above.(C)Mr. Cantwell retired from our company effective April 5, 2019, As previously disclosed, we entered into a consulting agreement with Mr. Cantwell, which commenced on April 6, 2019 and is terminable at will by either party upon 30 days' notice, and provides that Mr. Cantwell will provide our company with consulting services and advice relating to potential and proposed mergers & acquisitions and capital markets transactions. Mr. Cantwell is paid a monthly fee of $20,000. The agreement also amends Mr. Cantwell's existing stock option agreements to increase the period of time he will have after his retirement to exercise vested stock options from the earlier of 180 days after his retirement and the current expiration date of the options to the earlier of three years after his retirement date and the current expiration date of the options. See note 10 above.2019
20212019.2021.
Equity Incentive Plan Awards
Incentive Plan Awards
Stock
Awards:
Number of
Shares of
Stock or
Securities
Underlying
Options
(#)
Fair Value
of Stock
and Option
Awards(3)
($) Name
Date
Date
($)
($)
($)
(# of shares)
(# of shares)
(# of
shares) David L. Wenner(1) N/A N/A $ 124,313 $ 497,253 $ 994,505 Stock Option Award 10/15/2021 10/13/2021 80,681 $ 374,997 Kenneth C. Keller N/A N/A $ 579,808 $ 579,808 $ 1,159,615 2021 PS LTIAs 6/14/2021 6/10/2021 10,689 21,379 49,884 $ 698,024 2021 to 2022 PS LTIAs 6/14/2021 6/10/2021 19,358 38,716 90,337 $ 1,190,517 2021 to 2023 PS LTIAs 6/14/2021 6/10/2021 19,358 38,716 90,337 $ 1,117,731 Restricted Stock 6/14/2021 6/10/2021 7,126 $ 242,783 Sign-On Stock Option Award 6/14/2021 6/10/2021 228,882 $ 1,500,001 Bruce C. Wacha N/A N/A $ 72,191 $ 288,764 $ 577,528 2021-2023 PS LTIAs 3/25/2021 3/25/2021 4,559 9,199 18,398 $ 247,453 Restricted Stock 3/25/2021 3/25/2021 3,066 $ 99,890 Scott E. Lerner N/A N/A $ 76,507 $ 306,028 $ 612,055 2021-2023 PS LTIAs 3/25/2021 3/25/2021 4,874 9,749 19,498 $ 262,248 Restricted Stock 3/25/2021 3/25/2021 3,249 $ 105,852 Erich A. Fritz N/A N/A $ 65,087 $ 260,348 $ 520,696 2021-2023 PS LTIAs 3/25/2021 3/25/2021 4,146 8,293 16,586 $ 223,082 Restricted Stock 3/25/2021 3/25/2021 2,764 $ 90,051 Jordan E. Greenberg N/A N/A $ 59,531 $ 238,123 $ 476,264 2021-2023 PS LTIAs 3/25/2021 3/25/2021 3,792 7,585 15,170 $ 204,037 Restricted Stock 3/25/2021 3/25/2021 2,528 $ 82,362 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) Grant
Date Fair
Value of
Stock
and
Option
Awards(2)
($) Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards Estimated Future Payouts
Under Equity
Incentive Plan Awards All Other
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of the
Option
Awards
($/share) Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(# of shares) Target
(# of shares) Maximum
(# of shares) $ 172,116 $ 688,462 $ 1,376,924 3/29/2019 23,655 47,310 94,620 $ 893,686 4/1/2019 32,059 $ 779,995
4/5/2019 378,144 $ 520,943
$ 65,663 $ 262,650 $ 525,300 3/29/2019 7,080 14,160 28,320 $ 267,482
$ 72,291 $ 289,162 $ 578,324 3/29/2019 7,795 15,590 31,180 $ 294,495
4/5/2019 80,526 $ 108,834
$ 49,673 $ 198,692 $ 397,384 3/29/2019 6,631 13,263 26,526 $ 250,538
$ 60,035 $ 240,141 $ 480,282 3/29/2019 6,473 12,947 25,894 $ 244,569
(1)(1)20192021 if the threshold, target or maximum adjusted EBITDA objective were satisfied. Participants in our annual bonus plan, including the named executive officers, are eligible to earn up to 25% of their target bonus based upon the achievement of individual objectives so long as the threshold company-wide performance objective is achieved. The potential payouts under our annual bonus plan arewere performance-driven and therefore completely at risk. As reflected in the non-equity incentive plan compensation column and the footnote thereto in the summary compensation table, the named executive officers received between 63.4%our 2021 adjusted EBITDA did not satisfy our threshold objective and 67.4% of target bonus awards under thetherefore no annual bonus plan for fiscal 2019 and the awards were paid to the named executive officers in March 2020.pursuant to the 2021 annual bonus plan. See footnote (4) to the Summary Compensation Table above.(2)Mr. Romanzi'seach restricted stock award isreflects the aggregate grant date fair value of the award, regardless of when and how the award vests. Mr. Romanzi was issued 32,059 shares ofThe restricted stock on April 1, 2019 in connection with his appointment as our President and Chief Executive Officer,awards vest one-third of which vestper year on each of April 1, 2020, April 1, 2021 and April 1, 2022.The values included in this column with respect to the stock option expiration extensions represent the incremental fair valuefirst three anniversaries of the modified awards computed as the difference between the fair value of the modified awards and the fair value of the original awards immediately before they were modified. In connection with Mr. Cantwell's and Ms. Maskal's retirements, we extended the expiration dates of stock options previously granted to them from the earlier of 180 days after their retirement date and the current expiration date of the options to the earlier of three years after their retirement date and the current expiration date of the options. Pursuant to FASB ASC Topic 718, the extensions were accounted for as equity award modifications.20192021 annual report.or options are actually exercised and in the case of the named executive officers other than Mr. Cantwell and Ms. Maskal, the named executive officers'officers’ continued employment.20192021 Fiscal Year-EndDecember 28, 2019.January 1, 2022. Option Awards Name
Securities
Underlying
Options that
are
Exercisable
Securities
Underlying
Options that
are
Unexercisable
Exercise
Price
($)
Grant
Date
Vesting
Date
Expiration
Date
Shares or
Units of
Stock That
Have Not
Vested
(#)
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
Incentive
Plan
Awards:
Performance
Period
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested
(#)
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
($) David L. Wenner 17,648 — $ 28.30 6/1/2018 6/1/2019 6/1/2028 80,681 — $ 28.81 10/15/2021 10/15/2021 10/15/2031 Kenneth C. Keller — 228,882 $ 34.07 6/14/2021 6/14/2024 6/14/2031 2021 to 2022 90,337(2) $ 2,776,056 2021 to 2023 90,337(2) $ 2,776,056 7,126(3) $ 218,982 Bruce C. Wacha 2020 to 2022 35,508(2) $ 1,091,161 2021 to 2023 21,464(2) $ 659,589 3,946(4) $ 121,261 3,066(5) $ 94,218 Scott E. Lerner 43,445 — $ 30.94 12/11/2014 12/11/2017 12/11/2024 2020 to 2022 39,902(2) $ 1,226,188 10,359 — $ 27.77 3/10/2015 3/10/2018 3/10/2025 2021 to 2023 22,747(2) $ 699,015 17,214 — $ 34.00 3/15/2016 3/15/2019 3/15/2026 4,344(4) $ 133,491 11,920 — $ 41.60 3/14/2017 3/14/2020 3/14/2027 3,249(5) $ 99,842 25,608 — $ 26.80 3/13/2018 3/13/2021 3/13/2028 Erich A. Fritz 2020 to 2021 33,258(2) $ 1,022,018 2021 to 2023 19,350(2) $ 594,626 3,696(4) $ 113,578 2,764(5) $ 84,938 Jordan E. Greenberg 2,409 — $ 27.77 3/10/2015 3/10/2018 3/10/2025 2020 to 2021 30,418(2) $ 934,745 5,272 — $ 34.00 3/15/2016 3/15/2019 3/15/2026 2021 to 2023 17,698(2) $ 543,860 3,711 — $ 41.60 3/14/2017 3/14/2020 3/14/2027 3,380(4) $ 103,867 7,896 — $ 26.80 3/13/2018 3/13/2021 3/13/2028 2,528(5) $ 77,685 Option Awards Stock Awards(1) Number of
Securities
Underlying
Options
that are
Exercisable Number of
Securities
Underlying
Options
that are
Unexercisable Option
Exercise
Price
($) Option
Vesting
Date Option
Expiration
Date Equity
Incentive
Plan
Awards:
Performance
Period Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
Have Not
Vested(2)
(#) Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested(2)
($) — 37,627 $ 26.80 3/13/2021 3/13/2028 2018 to 2020 6,737 $ 122,748 2019 to 2021 23,655 $ 430,994 32,059 $ 584,115
228,086
—
$
30.94
12/11/2017
4/5/2022
2018 to 2020
5,824
$
106,113 44,004 — $ 27.77 3/10/2018 4/5/2022 54,838 — $ 34.00 3/15/2019 4/5/2022 25,194 — $ 41.60 4/5/2019 4/5/2022 26,022 — $ 26.80 4/5/2019 4/5/2022
—
23,260
$
26.80
3/13/2021
3/13/2028
2018 to 2020
4,165
$
75,886 2019 to 2021 7,080 $ 128,998
43,445
—
$
30.94
12/11/2017
12/11/2024
2018 to 2020
4,585
$
83,539 10,359 — $ 27.77 3/10/2018 3/10/2025 2019 to 2021 7,795 $ 142,025 17,214 — $ 34.00 3/15/2019 3/15/2026 11,920 — $ 41.60 3/14/2020 3/14/2027 — 25,608 $ 26.80 3/13/2021 3/13/2028
38,014
—
$
30.94
12/11/2017
4/5/2022
2018 to 2020
1,837
$
33,470 10,058 — $ 27.77 3/10/2018 4/5/2022 16,712 — $ 34.00 3/15/2019 4/5/2022 7,715 — $ 41.60 4/5/2019 4/5/2022 8,207 — $ 26.80 4/5/2019 4/5/2022
2019 to 2021
6,631
$
120,817
13,640
—
$
30.94
12/11/2017
3/1/2023
2018 to 2020
2,761
$
50,305 9,755 — $ 27.77 3/10/2018 3/1/2023 2019 to 2021 2,517 $ 45,860 14,631 — $ 34.00 3/15/2019 3/1/2023 8,805 — $ 41.60 3/1/2020 3/1/2023 36,928 — $ 26.80 3/1/2020 3/1/2023 20172019 to 2021 performance shares LTIAs, which had vested at the end of fiscal 2021 subject to confirmation by the compensation committee that the performance goal had been satisfied. Following such confirmation, shares of common stock for the 2019 to 2021 performance share LTIAs because the threshold performance objective was not achievedwere paid in March 2022, and the performance shares lapsed. Had the performance goals been satisfied shares would have been issued in February 2020 and would have beenare reflected below under "Optionin the Option Exercises and Stock Vested in Fiscal 2019."2021 table.(2)these columns showreflects the number of shares of common stock each named executive officer would receive under each grant of the 20182020 to 20202022, 2021 to 2022 and 20192021 to 20212023 performance shares LTIAs, assuming that the financial targets associated with the 20182020 to 20202022 performance share LTIAs, the 2021 to 2022 performance share LTIAs and the 20192021 to 20212023 performance share LTIAs are each achieved at the thresholdmaximum level (i.e., 50%200% of target)target for the 2020 to 2022 performance share LTIAs and 233.333% of target for the 2021 to 2022 performance share LTIAs and 2021 to 2023 performance share LTIAs), and the dollar value of those shares based on the closing market price of the company'scompany’s common stock of $18.22$30.73 per share on December 27, 201931, 2021 (the last business day of fiscal 2019)2021). The awards vest at the end of the applicable performance period, subject to confirmation by the compensation committee that the applicable performance goals have been satisfied.For Mr. Romanzi, includes 32,059Reflects shares of restricted stock issued to Mr. Romanzigranted on April 1, 2019 in connection with his appointment as our President and Chief Executive Officer,June 14, 2021, one-third of which vest on each of April 1,June 14, 2022, June 14, 2023 and June 14, 2024.April 1,that have not yet vested.April 1, 2022.March 25, 2024.2019
2021 Therenoexercised and stock awards that vested during fiscal 2021 for each of our named executive officersofficers. Option Awards Stock Awards Name Award Type
Shares
Acquired
on
Exercise
(#)
Realized on
Exercise(3)
($)
Shares
Acquired on
Vesting(4)
(#)
on Vesting(5)
($) David L. Wenner — — — — — Kenneth C. Keller 2021 PS LTIAs(1) — — 21,213 $ 627,905 Bruce C. Wacha Stock Option 23,260 $ 162,352 28,320 $ 838,272 Restricted Stock(2) 1,972 $ 64,248 Scott E. Lerner 31,180 $ 922,928 Restricted Stock(2) 2,171 $ 70,731 Erich A. Fritz 26,526 $ 785,170 Restricted Stock(2) 1,847 $ 60,175 Jordan E. Greenberg 24,262 $ 718,155 Restricted Stock(2) 1,689 $ 55,028 noin the case of Mr. Keller, at 99.23% of target pursuant to 2021 performance share LTIAs. The gross number of shares set forth in the fifth column had vested at the end of fiscal 2021 subject to confirmation by the compensation committee that the performance goals had been satisfied. Following such confirmation, a net number of shares were issued in March 2022 after shares were withheld for tax withholding.were exercised by(without reducing the aggregate value for shares sold to cover tax withholding).named executive officers during fiscal 2019.officers.officers other than Mr. Wenner. The employment agreements provide (or, in the case of Mr. Cantwell, Ms. Maskal and Mr. Herbes, who have retired, provided) that each executive'sexecutive’s base salary as set forth above in the summary compensation table is subject to annual increases at the discretion of the compensation committee. Each executive is eligible to earn additional incentive compensation under our annual bonus plan and any other incentive compensation programs we provide. The employment agreements entitle each executive to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including an automobile allowance and cell phone allowance, (3) participate in all employee benefits plans maintained by us for our employees and (4) receive other customary employee benefits."cause" (as“cause” (as defined in the employment agreements). We must give 60 days'days’ advance written notice if the termination is without cause. During the executive officer'sofficer’s employment and for one year after his or her voluntary resignation or termination for cause, each executive officer has agreed that he or she will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business.officer'sofficer’s disability, death, or a resignation by the executive officer described above that is considered to be a termination by us without cause, theeach executive officer’s employment agreement for each named executive officer (except for those that have already retired) provides that he or she will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a severance period of one year:benefits: (1) salary continuation payments for eachone year of the applicable severance period in an amount per year equal to 200% of his then current annualbase salary in the case of Mr. Romanzi,Keller, and 160% of his or her then current base salary in the case of each of the other named executive officers,others, (2) continuation during the applicableone-year severance period of medical, dental, life insurance and disability insurance for the named executive, his or her spouse and his or her dependents, or if the continuation of all or any of the such benefits is not available because of his or her status as a terminated employee, a payment equal to the market value of such excluded benefits, (3) if legally allowed, one additional year of service credit under our qualified defined benefit pension plan, except in the case of Mr. Keller, who is not a participant in the plan, and (4) outplacement services.officer'sofficer’s employment with B&G Foods ends during a performance share LTIA performance period due to termination by B&G Foods without cause, there is no accelerated vesting of the performance share LTIAs and therefore the compensation a named executive officerwillwould be entitled to a pro rata portion of the number of performance shares, if any, he or she would have received had the named executive officer remained employed until the end of the performance period. The pro rata portion willwould be based on the number of full months in the performance period during which the named executive officer was employed as compared to the total number of months in the performance period.27, 201931, 2021 (the last business day of fiscal 2019)2021) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their termination.Name
of Salary
Health Care
and Other
Insurance
Benefits
Present Value
of Additional
Pension Credits(2)
Vesting of
Options(3)(4)
Vesting of
Restricted
Stock(4) Total — — — — — — Kenneth C. Keller $ 2,100,000 $ 25,059 — — $ 218,982 $ 2,344,041 Bruce C. Wacha $ 770,037 $ 32,424 $ 31,795 — $ 215,479 $ 1,049,735 Scott E. Lerner $ 816,074 $ 32,424 $ 32,285 — $ 233,333 $ 1,114,116 Erich A. Fritz $ 694,261 $ 25,059 $ 32,124 — $ 198,516 $ 949,960 Jordan E. Greenberg $ 634,995 $ 25,059 $ 36,871 — $ 181,553 $ 878,478 Continuation
of Salary Continuation of
Health Care
and Other
Insurance
Benefits Estimated
Present Value
of Additional
Pension
Credits(4) Accelerated
Vesting of
Options(5) Accelerated
Vesting of
Restricted
Stock(6) Total $ 1,560,000 $ 34,942 $ 41,249 — $ 584,115 $ 2,220,306 — — — — — — $ 700,400 $ 34,942 $ 28,396 — — $ 763,738 $ 771,099 $ 34,942 $ 26,775 — — $ 832,816 — — — — — — $ 656,000 $ 27,846 — — — $ 683,846 $ 640,376 $ 17,120 $ 39,885 — — $ 697,381
(1)(1)Cantwell retiredWenner did not have an agreement for severance benefits. Mr. Wenner served as Interim President and Chief Executive Officer from our company on April 5, 2019,November 15, 2020 until June 14, 2021, and therefore even if Mr. Wenner had an agreement for severance benefits he would not have been entitled to any severance benefits as of the last business day of fiscal 2019.2021.(2)Ms. Maskal retired fromcompany on April 5, 2019, and therefore she would not have been entitleddefined benefit pension plan because, effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to any severance benefits asparticipate in our defined benefit pension plan.2019. Pursuant to the retirement agreement we entered into with Ms. Maskal, Ms. Maskal is receiving post-employment compensation and benefits for a period of one year following her retirement. See note 12 in the summary compensation table above for additional information.(3)Herbes retired on March 1, 2020. Pursuant to a retirement agreement we entered into with Mr. Herbes, Mr. Herbes will receive retirement compensation and benefits for a period of one year following his retirement substantially similar to the severance benefits listed in this table.(4)Mr. Fritz will not become a participant in our defined benefit pension plan until April 1, 2020.(5)No value is listed for accelerated vesting of options because all of theKeller had 228,882 unvested options, held by the named executive officers terminate and are forfeited in the event31,789 of which would have vested upon a termination by us without cause.cause on that day. No value is listed in the table above because all of such options were underwater.(6)$18.22$30.73 per share of our company'scompany’s common stock on December 27, 2019,31, 2021, the last business day of fiscal 2019.2021.stockholders'stockholders’ investments. our named executive officers provide that the severance period set forth above will be increased to two years after his or herthe executive’s termination of employment if his or herthe executive’s termination is following a change in control. his or her employment following a change in control the executive might become subject to an excise tax imposed under Section 4999 of the Internal Revenue Code. When a company reimburses an executive for the amount of that excise tax to put the executive in the same after-tax economic position that the executive would be in if the excise tax did not apply, it is known as an excise tax gross-up. Prior to 2014, our policy was to include excise tax gross-up provisions relating to changes in control in the employment agreements for our executive officers. In 2014, our compensation committee decided that excise tax gross-up provisions would no longer be included in any new employment agreements and would be removed from any grandfathered employment agreements upon any material amendment to such agreements. Of the named executive officers, during 2019 only Mr. Lerner and Mr. Herbes had a grandfathered employment agreement that still contained an excise tax gross-up provision. In March 2020, Mr. Lerner voluntarily agreed to amend his employment agreement to remove the excise tax gross-up provision. Following the amendment of Mr. Lerner's employment agreement and the retirement of Mr. Herbes, weWe no longer have any employmentsemployment agreements, grandfathered or otherwise, that require our company to pay an excise tax gross up.and the potential tax obligations of the company for these benefits are set forth below. The amounts assume that the change of control and termination was effective as of December 27, 201931, 2021 (the last business day of fiscal 2019)2021) and thus are based upon amounts earned through such date and are only estimates of the amounts that would actually be paid to such named executive officers upon their terminationtermination.Name
Salary
of Health
Care and
Other
Insurance
Benefits
Present
Value of
Additional
Pension
Credits(2)
Vesting of
LTIAs(3) ��
Vesting of
Options(3)(4)
Vesting of
Restricted
Stock(3)
Up for
Excise
Taxes(5) Total — — — — — — — — Kenneth C. Keller $ 4,200,000 $ 50,118 — $ 991,442 — $ 218,982 — $ 5,460,542 Bruce C. Wacha $ 1,540,074 $ 64,848 $ 63,590 $ 457,938 — $ 215,479 — $ 2,341,929 Scott E. Lerner $ 1,632,148 $ 64,848 $ 64,570 $ 500,284 — $ 233,333 — $ 2,495,182 Erich A. Fritz $ 1,388,522 $ 50,118 $ 64,248 $ 425,611 — $ 198,516 — $ 2,127,015 Jordan E. Greenberg $ 1,269,990 $ 50,118 $ 73,742 $ 389,257 — $ 181,553 — $ 1,964,660 the potential tax obligations of the company. Continuation
of Salary Continuation
of Health
Care and
Other
Insurance
Benefits Estimated
Present
Value of
Additional
Pension
Credits Accelerated
Vesting of
LTIAs(3) Accelerated
Vesting of
Options(3) Accelerated
Vesting of
Restricted
Stock(3) Gross-Up
for
Excise
Taxes Total $ 3,120,000 $ 69,884 $ 82,498 $ 451,006 — $ 584,115 — $ 4,307,497 — — — — — — — — $ 1,400,800 $ 69,884 $ 56,792 $ 187,180 — — — $ 1,714,650 $ 1,542,198 $ 69,884 $ 53,550 $ 206,080 — — — $ 1,871,700 — — — — — — — — $ 1,312,000 $ 55,692 — $ 80,551 — — — $ 1,448,243 $ 1,280,752 $ 34,240 $ 79,770 $ 171,487 — — — $ 1,566,249 (1)Mr. Cantwell and Ms. Maskal retiredChief Executive Officer from our company on April 5, 2019November 15, 2020 until June 14, 2021, and therefore theyeven if Mr. Wenner had an agreement for change in control severance benefits he would not have been entitled to any change in control severance benefits as of the last business day of fiscal 2019, except that they would be entitled2021.accelerated vesting of performance share LITAsparticipate in the event of a change in control.(2)Mr. Herbes retired from our company on Marchdefined benefit pension plan because, effective January 1, 2020, and isnewly hired employees, including newly hired executive officers, are no longer eligible for change of control severance benefits, except that he would be entitled to accelerated vesting of performance share LTIAsparticipate in the event of a change in control.defined benefit pension plan.(3)$18.22$30.73 per share of our company'scompany’s common stock on December 27, 2019,31, 2021, the last business day of fiscal 2019.2021. Release.(4) Our employees become eligible to participate in the plan upon completing three months of employment. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 75% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($19,00019,500 in 20192021 if the participant is under age 50, and $25,000$26,000 in 20192021 if the participant is age 50 or over). WeFor those employees eligible to participate in our defined benefit pension plan described below (i.e., employees hired before January 1, 2020), we make a 50% matching contribution with respect to each participant'sthe participant’s elective contributions up to six percent of such participant'sparticipant’s compensation (provided that for fiscal 2019,2021, matching contributions were based only on the first $280,000$290,000 of such participant'sparticipant’s compensation). Matching, and matching contributions become fully vested after five years of employment with the company.eachfive of our named executive officers participates. Effective January 1, 2020, newly hired employees, including newly hired executive officers (which includes Mr. Keller who was hired on June 14, 2021), are no longer eligible to participate in this defined benefit pension plan. The pension plan is designed and administered to qualify under Section 401(a) of the Internal Revenue Code. The pension plan provides unreduced retirement benefits at age 62 based on the average of the five highest consecutive years of earnings in the last ten years. Benefits under the plan are calculated generally as the sum of 0.75% of final average earnings plus 1.15% of final average earnings in excess of a 35-year average Social Security taxable wage base multiplied by years of benefit service limited to 35 years. The compensation covered byincluded in the pension plan calculation is W-2 earnings (excluding LTIAs) and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan. As required by Section 401(a)(17) of the Internal Revenue Code, for 2019,2021, benefits under the pension plan were based only on the first $280,000$290,000 of an employee'semployee’s annual earnings. In certain cases, additional years of credited service may be granted as described above under "Management“Management Employment Agreements—Severance Benefits."” In most cases, employees are not entitled to a lump sum payment of the pension benefits. Upon retirement, the total amount of accumulated benefits is calculated as a monthly installment and is paid out over the remaining life of the employee (or if elected, over the lives of the employee and his or her beneficiary at a reduced monthly benefit). Effective January 1, 2020, newly hired employees, including newly hired executive officers, are no longer eligible to participate in this defined benefit pension plan.Name
Years of
Credited
Service
Accumulated
Benefit(1)
Fiscal Year(2) David L. Wenner 25 $ 880,797 $ 58,800 — — — Bruce C. Wacha 4 $ 137,780 — Scott E. Lerner 16 $ 530,027 — Erich A. Fritz 2 $ 96,372 — Jordan E. Greenberg 22 $ 823,470 — Number of
Years of
Credited
Service Present
Value of
Accumulated
Benefit(1) Payments
During
Last
Fiscal Year(2) 36 $ 1,397,117 $ 55,846 2 $ 82,498 — 2 $ 66,256 — 14 $ 386,002 — 19 $ 785,877 — <1 — — 10 $ 415,465 —
(1)(1)20192021 for each named executive officer reflects pension benefits payable at the earliest age the named executive officer may retire without significant benefit reductions, or current age, if later. The same assumptions used in Note 12 to B&G Foods'Foods’ audited financial statements in the 20192021 annual report are used in calculating the present value of accumulated pension benefits, including a discount rate of 3.17%2.76%. The present value of the accumulated benefit is also based uponMP-2019MP-2021 and the single life annuity payment form (or actual elected form if in payment). Under the terms of Ms. Maskal's and Herbes respective retirement agreements, each was provided with credit for one additional year of service under our company's qualifiedWenner began receiving defined benefit pension plan.(2)Cantwell retired fromKeller is not eligible to participate in our company on April 5, 2019, and began receivingdefined benefit pension payments in May 2019. Ms. Maskal retired from our company on April 5, 2019, and will begin receiving pension payments in May 2020 after the salary continuation payments she is receiving pursuant to her retirement agreement end. Mr. Herbes retired from our company on Marchplan because effective January 1, 2020, and will begin receivingnewly hired employees, including newly hired executive officers, are no longer eligible to participate in the defined benefit pension payments in April 2021 after the salary continuation payments he is receiving pursuant to his retirement agreement end.plan.Mr. Romanzi, our President and Chief Executive Officer for fiscal 2019, to the annual total compensation of the median employee of the company. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To2019;2020;••20192020 as our consistently applied compensation measure.States with anStates.$32,222 for 2019,our median employee was $43,852, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. TheAs of the end of fiscal 2021, the total annual total compensation offor our Chief Executive Officer, Mr. Romanzi for 2019,Keller, was $6,040,794, as reported in the summary compensation table included earlier in this proxy statement,statement. Because Mr. Keller was $2,896,087.20192021 the ratio of the annualannualized total compensation of Mr. RomanziKeller to the annual total compensation of our median employee was 90estimated to be 160 to 1.is aare reasonable estimate.estimates. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other companies.SEC'sSEC’s rules."Compensation“Compensation Discussion and Analysis,"” our executive compensation programs, which are guided by the principal of "“pay for performance,"” are designed to attract, motivate, and retain our named executive officers, reinforce the execution of our business strategy and the achievement of our business objectives; and align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of improving stockholder value. Under these programs, our named executive officers are rewarded for the achievement of annual and long-term goals and the realization of increased stockholder value. Please read the "Compensation“Compensation Discussion and Analysis"Analysis” beginning on page 2428 for additional details about our executive compensation programs, including information about the fiscal 20192021 compensation of our named executive officers."“say on pay"” proposal, gives our stockholders the opportunity to express their views on our named executive officers'officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.company'scompany’s compensation principles, policies and procedures."FOR"“FOR” the proposal to approve, in an advisory manner, the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.20, 202021, 2022 with respect to the beneficial ownership of our common stock, and shows the number of and percentage owned by:management'smanagement’s review of SEC filings;•••20, 2020, 64,044,64921, 2022, 68,846,136 shares of common stock were outstanding. Common Stock Name of Beneficial Owner Percentage 10,317,976 15.1% 7,416,198 10.8% Kenneth C. Keller 21,083 * Bruce C. Wacha 33,867 * Scott E. Lerner 218,769 * Erich A. Fritz 24,988 * Jordan E .Greenberg 54,877 * DeAnn L. Brunts 32,052 * Debra M. Chase 8,670 * 58,734 * Robert D. Mills 20,870 * Dennis M. Mullen 50,880 * Cheryl M. Palmer 28,350 * Alfred Poe 79,528 * 267,074 * 846,124 1.2% All current directors and executive officers as a group (16 persons) 1,850,057 2.7% Common Stock Shares(1) Percentage 10,439,491 16.3% 8,199,796 12.8% 3,312,945 5.2% 33,259 * 398,144 * 1,715 * — * 128,315 * 158,041 * 189,415 * 22,272 * 48,954 * 11,090 * 41,100 * 18,570 * 69,748 * 194,063 * 756,530 1.2% 1,076,381 1.9%
**(1)20, 2020:21, 2022: Mr. Cantwell, 378,144Lerner, 108,556 shares; Mr. Lerner, 82,938 shares; Ms. Maskal, 80,706Greenberg, 19,288 shares; Mr. Poe, 36,843 shares; Mr. Sherrill, 53,063116,194 shares; Mr. Wenner, 17,64898,329 shares; and all current directors and executive officers as a group, 148,051425,229 shares.(2)February 4, 2020.January 28, 2022. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. BlackRock is the parent holding company or control person of the following entities that hold shares of our common stock: BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, and BlackRock Investment Management, LLC, BlackRock Fund Managers Ltd, BlackRock Life Limited and Aperio Group, LLC.(3)11, 2020.9, 2022. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has the sole power to vote or to direct the vote of 123,3850 shares, the sole power to dispose or direct the disposition of 6,540,6577,309,478 shares, and the shared power to dispose or to direct the disposition of 128,687106,720 shares.(4)As reported in the Schedule 13G filed by Champlain Investment Partners, LLC, a Delaware limited liability company, with the SEC on February 14, 2020. The address for Champlain Investment Partners, LLC is 180 Battery St., Burlington, VT 05401.(5)Includes 32,059 shares of restricted stock issued to Mr. Romanzi on April 1, 2019 in connection with his appointment as our President and Chief Executive Officer, one-third of which vest on each of April 1, 2020, April 1, 2021 and April 1, 2022.(6)Mr. Cantwell retired on April 5, 2019. None of his shares are included under "All current directors and executive officers as a group."(7)Mr. Herbes retired on March 1, 2020. None of his shares are included under "All current directors and executive officers as a group."(8)Ms. Maskal retired on April 5, 2019. None of her shares are included under "All current directors and executive officers as a group."(9)Marcy'sMarcy’s wife.(10)(11)Wenner'sWenner’s wife. Also includes 1,000 shares owned by an adult child of Mr. Wenner who shares the same household; Mr. Wenner disclaims beneficial ownership of such shares.(12)See footnotes (6), (7) and (8) above.20192021 with any director or executive officer of B&G Foods or any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed.management'smanagement’s conduct of the financial reporting process on behalf of the board of directors. A copy of the charter is available at https://www.bgfoods.com/investor-relations/governance/documents. The audit committee also appoints the independent registered public accounting firm to be retained to audit our company'scompany’s consolidated financial statements and internal control over financial reporting, and once retained, the independent registered public accounting firm reports directly to the audit committee. The audit committee is responsible for pre-approving both audit and non-audit services to be provided by the independent registered public accounting firm. The audit committee'scommittee’s charter reflects the above-mentioned responsibilities, and the audit committee and the board of directors periodically review and revise the charter. The audit committee is comprised solely of directors who satisfy applicable independence and other requirements of the New York Stock Exchange and applicable securities laws.company'scompany’s financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our company'scompany’s independent registered public accounting firm is responsible for auditing those consolidated financial statements and expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America. In addition, our company'scompany’s independent registered public accounting firm will express its own opinion on the effectiveness of the company'scompany’s internal control over financial reporting based on criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The audit committee'scommittee’s responsibility is to monitor and review these processes. It is not the audit committee'scommittee’s duty or responsibility to conduct auditing or accounting reviews.2019,2021, the audit committee met six times. The audit committee also met with management periodically to consider the adequacy of our company'scompany’s internal controls, and discussed these matters and the overall scope and plans for the audit of our company with our independent registered public accounting firm, KPMG LLP. The audit committee met with the independent registered public accounting firm, with and without management present, to discuss the results of its examination, its evaluation of the effectiveness of our internal control over financial reporting, and the overall quality of our financial reporting. The audit committee also discussed with senior management our company'scompany’s disclosure controls and procedures and the certifications by our chief executive officer and chief financial officer, which are required by the SEC under the Sarbanes-Oxley Act of 2002 for certain of our company'scompany’s filings with the SEC. The audit committee also met separately from time to time with our chief financial officer and with our general counsel, and at least quarterly, the audit committee met in executive session.December 28, 2019, management'sJanuary 1, 2022, management’s assessment of the effectiveness of our company'scompany’s internal control over financial reporting and the independent registered public accounting firm'sfirm’s evaluation of the effectiveness of our company'scompany’s internal control over financial reporting as of December 28, 2019.January 1, 2022. The audit committee reviewed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States of America, its judgments as to the quality, not just the acceptability, of our company'scompany’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements and such other matters as are required to be discussed with the audit committee under auditing standards of the Public Company Accounting Oversight Board (PCAOB). In addition, theLLP'sLLP’s independence.December 28, 2019January 1, 2022 for filing with the SEC.
DeAnn L. Brunts, Chair
Charles F. Marcy
Dennis M. Mullen
Alfred PoeAudit CommitteeCharles F. Marcy,ChairpersonDeAnn L. BruntsDennis M. MullenAlfred PoeJanuary 2, 2021.20192021 and 2018.2020. The aggregate fees billed or expected to be billed for fiscal 20192021 and 20182020 for each of the following categories of services are as follows:Type of Fees Fiscal 2021 Fiscal 2020 Audit Fees $ 2,115,544 $ 2,303,160 Audit-Related Fees $ 83,000 $ 365,000 Tax Fees $ 79,911 $ 6,032 All Other Fees — — Total $ 2,278,455 $ 2,674,192 Fiscal 2019 Fiscal 2018 $ 2,353,500 $ 1,896,000 — — $ 18,425 $ 42,000 $ 800,000 — $ 3,171,925 $ 1,938,000 SEC'sSEC’s definitions and rules the terms in the above table have the following meanings:"“Audit Fees"” are the aggregate fees billed or expected to be billed for each of fiscal 20192021 and 20182020 for professional services rendered by KPMG for the audit of our consolidated financial statements included in our annual reports on Form 10-K and review of the unaudited consolidated financial statements included in our quarterly reports on Form 10-Q; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and for services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for fiscal 20192021 and 2018.2020. Audit fees for 20192021 included fees billed for professional services rendered with respect to theClabber GirlCrisco acquisition, consents, aintegration, comfort letter,letters in connection with our new enterprise resource planning (ERP) implementation, the implementation of a new lease standard“at-the-market” (ATM) equity offering program and a statutory audit in Mexico. Audit fees for 20182020 included fees billed for professional services rendered with respect to theMcCann'sCrisco acquisition, the divestiture of Pirate Brands, consents, the implementation of a new revenue recognition standard and a new lease standardinformation technology implementations and a statutory audit in Mexico."“Audit-Related Fees"” are the aggregate fees billed in each of fiscal 20192021 and 20182020 for assurance and related services by KPMG that are reasonably related to the performance of the audit or review of our consolidated financial statements. There were no audit-relatedAudit-related fees for 2019 or 2018.2021 and 2020, include fees relating to acquisition-related due diligence."“Tax Fees"” are the aggregate fees billed in each of fiscal 20192021 and 20182020 for professional services rendered by KPMG for tax compliance, tax advice and tax planning. Tax fees for 2019 included fees billed for professional services rendered with respect to transfer pricing and tax compliance in Mexico. Tax fees for 20182021 included fees billed for professional services rendered with respect to transfer pricing in Mexico and Canada and Mexicotrade and tax compliance"“All Other Fees"” are the aggregate fees billed in each of fiscal 20192021 and 20182020 for products and services provided by KPMG not included in the first three categories. OtherThere were no such other fees for 2019, include fees relating to acquisition-related due diligence. No such other products2021 or services were provided by KPMG during fiscal 2018.2020."FOR"“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 2, 2021.December 31, 2022.20212023 proxy statement and form of proxy card for next year'syear’s annual meeting of stockholders, expected to be held in May 2021,2023, must be received by our corporate secretary at our principal executive offices located at Four Gatehall Drive, Parsippany, NJ 07054, not later than November 26, 202030, 2022 (120 days prior to the first anniversary of this proxy statement). The SEC rules set forth standards as to what stockholder proposals are required to be included in a proxy statement.year'syear’s annual meeting, stockholder proposals, whether or not submitted for consideration for inclusion in our proxy statement, must be received on or after October 27, 202031, 2022 but not later than November 26, 2020."householding"“householding” proxy statements and annual reports or notices of Internet availability of proxy materials, as applicable. This means that only one copy of such items may have been sent to multiple stockholders in your household. B&G Foods will promptly deliver a separate copy of these documents to you if you so request by writing or calling as follows: B&G Foods, Inc., Attention: Corporate Secretary, Four Gatehall Drive, Parsippany, NJ 07054; telephone, 973.401.6500. If you want to receive separate copies of the annual report and proxy statement or notice of Internet availability of proxy materials, as applicable, in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker, bank or other nominee record holder, or you may contact us at the above address and phone number.
SecretaryBy Order of the Board of Directors,Scott E. LernerSecretary
March 26, 2020PROXY CARDFOODS, INC.PROXYFoods, Inc. MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2022 Annual Meeting Proxy Card Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/BGS or scan thdeelQetRecQoRdeco—dleogainnddceotanitlrsoal r#e located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/BGS 1234 5678 9012 345 q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR ANNUAL MEETINGeach of the nominees in Proposal No. 1 and FOR each of Proposal Nos. 2 and 3. 1. Election of Directors (Proposal No. 1): + For Against Abstain For Against Abstain For Against Abstain 01 - DeAnn L. Brunts 04 - Charles F. Marcy 07 - Cheryl M. Palmer 02 - Debra Martin Chase 05 - Robert D. Mills 08 - Alfred Poe 03 - Kenneth C. Keller 06 - Dennis M. Mullen 09 - Stephen C. Sherrill 10 - David L. Wenner 2. Approval, by non-binding advisory vote, of executive compensation (Proposal No. 2): For Against Abstain 3. Ratification of appointment of KPMG LLP as independent registered public accounting firm (Proposal No. 3): For Against Abstain 4. Other Matters: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMM C 1234567890 J N T 1 U P X 5 3 9 5 6 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03MDGBBOARD OF DIRECTORSthe Hilton Parsippany, 1 Hilton Court, Parsippany, NJ 07054,www.meetnow.global/MHAKG9P, on May 12, 202017, 2022 at 10:00 a.m., local time,Eastern Time, and at any and all adjournments and postponements thereof (the “Annual Meeting”), on all matters that may come before such Annual Meeting. Said proxies are instructed to vote on the following matters in the manner herein specified.(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)The Board of Directors recommends a vote “FOR” each of the nominees in Proposal No. 1; and “FOR” Proposal Nos. 2 and 3.Please mark your vote as indicated in this example x1. Election of Directors (Proposal No. 1):FORAGAINSTABSTAINDeAnn L. Brunts¨¨¨Charles F. Marcy¨¨¨Robert D. Mills¨¨¨Dennis M. Mullen¨¨¨Cheryl M. Palmer¨¨¨Alfred Poe¨¨¨Kenneth G. Romanzi¨¨¨Stephen C. Sherrill¨¨¨David L. Wenner¨¨¨1;1 and “FOR” each of Proposal Nos. 2 and 33; and in the discretion of the persons named in theas proxies as proxy appointees as to any other matter that may properly come before the Annual Meeting.2. Approval, by non-binding advisory vote, of executive compensation (Proposal No. 2):FOR¨AGAINST¨ABSTAIN¨3. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm(Proposal No. 3):FOR¨AGAINST¨ABSTAIN¨4. Other Matters:In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting.Note: Please date this proxy, sign your name exactly as it appears hereon, and return promptly using the enclosed postage paid envelope. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.Dated: , 2020SignatureSignature