Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors
The following table sets forth information regarding our directors
as of March 12, 2018.
|
Name
|
|
Age
|
|
Position with the Company
|
|
Director Since
|
|
Jeffrey A. Atkins
|
|
69
|
|
Director
|
|
2006
|
|
Peter P. Brubaker
|
|
71
|
|
Director
|
|
2010
|
|
C. Peter Carlucci, Jr.
|
|
74
|
|
Director
|
|
2010
|
|
John E. Denton
|
|
74
|
|
Director
|
|
2010
|
|
Brian J. Driscoll
|
|
59
|
|
President, Chief Executive Officer and Director
|
|
2016
|
|
James W. Johnston
|
|
71
|
|
Chairman of the Board
|
|
2008
|
|
Lawrence V. Jackson
|
|
64
|
|
Director
|
|
2015
|
|
David C. Moran
|
|
60
|
|
Director
|
|
2015
|
|
Dan C. Swander
|
|
74
|
|
Director
|
|
2004
|
|
Isaiah Tidwell
|
|
73
|
|
Director
|
|
1995
|
|
Patricia A. Warehime
|
|
63
|
|
Director
|
|
2010
|
Set forth below is biographical information about director,
including for each director, the individual’s principal occupation, as well as a brief description of the specific experience,
qualifications, attributes or skills that led the board of directors to conclude that such director should serve as a director.
Jeffrey A. Atkins
served as the Executive Vice
President and Chief Financial Officer of ACH Food Companies, Inc., a Memphis, TN food manufacturer, distributor and marketer,
from 2003 until his retirement in 2010. He worked as a private investor from 2001 until 2003; Chief Financial Officer of Springs
Industries, Inc., a Fort Mill, South Carolina manufacturer and distributor of textile home furnishings from 1999 until 2001; and
Chief Executive Officer and Chief Financial Officer of Pete’s Brewing Company, a Palo Alto, California craft-beer brewer
and marketer from 1997 until 1998. He held various positions including Vice President of Corporate Planning (1995-1996) at The
Quaker Oats Co., a Chicago, Illinois food and beverage marketer and manufacturer, from 1977 to 1996. He serves as Chairman of
the board of directors of Stratas Foods, Inc., a manufacturer and distributor of edible oils. Mr. Atkins brings to the board of
directors a valuable understanding of the food industry gained through his many years of experience with several companies in
the industry, including almost 20 years with The Quaker Oats Company. He also provides a unique perspective to the board of directors
because of his experience as the chief financial officer for multiple companies.
Peter P. Brubaker
has been the President of Hammer
Creek Enterprises LLC, a private investment and financial advisory firm, since 2005. He served as the President and Chief Executive
Officer of Susquehanna Media Co., a radio broadcasting and cable television company, from 1995 until his retirement in 2005. Prior
to 1995 he held various positions with Susquehanna Pfaltzgraff Co. including Vice President Finance and Chief Financial Officer.
From 1974 until 1977 he worked for Mellon Bank, N.A. Mr. Brubaker served as a member of the board of directors of Snyder’s
of Hanover Inc. (“Snyder’s”) until December 2010 when he was elected to the Company’s board of directors
in connection with the merger between Snyder’s and the Company (the “Merger”). Mr. Brubaker currently serves
as a Director of WellSpan Health System, where he chairs their Finance and Investment Committee. Mr. Brubaker has a BA degree
in Economics from Wesleyan University and a MBA degree from Harvard Business School. He is qualified to be a director because
of the valuable combination of financial expertise and executive and managerial experience that he brings to the board of directors.
C. Peter Carlucci, Jr.
has been a member of the
law firm of Eckert Seamans Cherin & Mellott, LLC since 1989. Mr. Carlucci is the managing partner of CPC Partnership, a real
estate investment entity. From 2005 until 2007, he served as a director of Sigma Coatings USA, Inc. and a managing director of
Sigma Coatings USA, B.V., producers of industrial coatings. Mr. Carlucci was a director of Snyder’s for 30 years from June
1980 until December 2010 when he was appointed to the Company’s board of directors in connection with the Merger. Mr. Carlucci
provides a valuable perspective to the board of directors from his experience in the legal profession. He also brings an appreciation
of the role of a board of directors which was acquired through his service on Snyder’s and other boards.
John E. Denton
works as a private investor. From
2004 until 2009, Mr. Denton was a partner at Maloney, Mitchell and Denton, a commercial real estate firm specializing in planned
unit developments and mixed use communities. He has worked as a Division Manager at Proctor and Gamble Food Products, President
of Hanover Foods, and Chairman and Chief Executive Officer of New World Pasta. Mr. Denton also served as President and Chief Executive
Officer of Snyder’s from 1992 to February 2000. Mr. Denton served as a member of the board of directors of Snyder’s
until December 2010 when he was elected to the Company’s board of directors in connection with the Merger. Mr. Denton is
qualified for service on the board of directors because of his extensive knowledge of the food industry acquired through his experience
with numerous companies in the industry, including Snyder’s. His understanding and appreciation of Snyder’s business
is valuable to the board of directors.
Brian J. Driscoll
has served as President and Chief
Executive Officer of Snyder’s-Lance, Inc. since June 26, 2017. Mr. Driscoll was previously named Interim President and Chief
Executive Officer of Snyder’s-Lance, Inc. on April 17, 2017. Mr. Driscoll was appointed to the Company’s board of
directors on February 29, 2016 in connection with the Company’s acquisition of Diamond. Mr. Driscoll previously served as
President and Chief Executive Officer of Diamond and was a member of the Diamond board of directors from May 2012 to February
2016. Prior to joining Diamond, from June 2010 to March 2012, Mr. Driscoll was Chief Executive Officer of Hostess Brands, which
filed for Chapter 11 bankruptcy protection in January 2012. From 2002 to June 2010, he held senior management positions at Kraft
Foods, Inc., including as President, Sales, Customer Service and Logistics, Kraft North America from 2007 to June 2010. Mr. Driscoll
joined Kraft Foods, Inc. as a result of Kraft’s acquisition of Nabisco, where he worked from 1995 to 2002, first as President
of Sales and Integrated Logistics and later as the Senior Vice President, Biscuit Sales and Customer Service. Earlier in his career,
Mr. Driscoll held sales and sales management positions of increasing responsibility at Nestlé USA and Procter & Gamble
Company. Mr. Driscoll holds a B.S. degree from St. John’s University. Mr. Driscoll brings to the Board extensive experience
in the food and consumer packaged goods industries as well as a background in general management, sales and logistics.
James W. Johnston
has served as the President and
Chief Executive Officer of Stonemarker Enterprises, Inc., a Mooresville, North Carolina consulting and investment company, since
1996. He was the Vice Chairman of RJR Nabisco, Inc., a Winston-Salem, North Carolina diversified manufacturer of consumer products
from 1995 until 1996; Chairman of R. J. Reynolds Tobacco Worldwide from 1993 until 1996; and Chairman and Chief Executive Officer
of R. J. Reynolds Tobacco Co. from 1989 until 1996. He served on the board of directors of Sealy Corporation from 1993 until 2013,
RJR Nabisco, Inc. from 1989 to 1996, and Wachovia Bank, N.A. from 1990 to 1996. Mr. Johnston provides the board of directors with
a valuable perspective acquired through his significant leadership and executive experience. He also brings an important understanding
of the role of a board of directors because of his previous board experience.
Lawrence V. Jackson
has served as a Senior Advisor
to New Mountain Capital, LLC, a private equity firm, since 2008. He previously served as President and Chief Executive Officer,
Global Procurement from 2006 to 2007 and as Executive Vice President and Chief People Officer from 2004 to 2006 for Wal- Mart
Stores, Inc. Mr. Jackson served as President and Chief Operations Officer of Dollar General Stores, Inc. from 2003 to 2004. From
1997 to 2003, he served as Senior Vice President, Supply Operations for Safeway, Inc. Mr. Jackson served PepsiCo, Inc. for 16
years from 1981 to 1997 in various capacities including serving as the Senior Vice President and Chief Operating Officer of Worldwide
Operations for PepsiCo Foods. Mr. Jackson began his career as a Consultant for McKinsey & Co. Mr. Jackson holds an MBA from
Harvard Business School and a BA in Economics from Harvard College. He has served as a Director of Assurant, Inc. (insurance)
since 2009. He has also served on the boards of directors of ProLogis and Radioshack. Mr. Jackson’s experience with a broad
range of manufacturers and retailers and his experience as a board member of public and private companies provides valuable insight
to the board of directors of Snyder’s-Lance.
David C. Moran
is a consumer packaged goods industry
veteran with 35 years of experience. Most recently he was the President and Chief Executive Officer of Heinz North America. Mr.
Moran led all aspects of the business: marketing, sales, finance, research and development, human resources, operations and supply
chain. Over the course of two assignments spanning 11 years, he successfully led 85% of Heinz’s world-wide businesses, including
Heinz Europe while living in London. He joined Heinz in 1998, after a 15 year career at The Clorox Company. Mr. Moran started
his career at Procter & Gamble in 1980. He has had extensive board experience across public and private companies including
his current company, Acosta Sales & Marketing Company — a Carlyle Company. He also has a consulting arrangement with
Onex Partners. Mr. Moran is a graduate of the University of Louisville, the University Of Pennsylvania Wharton School Of Business
Executive Education Program and the Harvard Business School Advanced Management Program. Mr. Moran’s food industry and public
and private board experience provides the board of directors of Snyder’s-Lance with valuable expertise and insight.
Dan C. Swander
has been an Operating Partner of
Swander Pace Capital, an equity investment firm specializing in consumer products and related industries in San Francisco, CA
since 2006. He was the Chief Executive Officer of Method Products, Inc., a San Francisco, CA marketer of household cleaning and
personal care products, from 2008 until 2009; Executive Vice President of Basic American Foods, Inc., a Walnut Creek, CA food
manufacturing company from 2004 until 2005; President and Chief Operating Officer of International Multifoods Corporation, a Minnetonka,
MN food manufacturing company, from 2001 until 2004; and Chairman and Director of Swander Pace & Company, a strategy consulting
firm specializing in the food, beverage and packaged goods industries in San Francisco, CA, from 1987 until 2001. Mr. Swander’s
significant executive experience, which includes experience in the food and packaged goods industries, particularly qualifies
him to serve on the board of directors. Mr. Swander brings his knowledge of the finance sector to the board of directors acquired
through his experience with an equity investment firm.
Isaiah Tidwell
has worked as a private investor
since 2005. He was the Georgia Wealth Management, Director, Executive Vice President—Wachovia Bank, N.A. in Atlanta, Georgia
from 2001 until 2005; President of Georgia Banking—Wachovia Bank, N.A. in Atlanta, Georgia from 1999 until 2001; and Executive
Vice President and Southern/Western Regional Executive of Wachovia Bank, N.A. from 1996 until 1999. In addition, Mr. Tidwell earned
a BS in Accounting from North Carolina Central University and an MBA from the Babcock Graduate School of Management of Wake Forest
University. He is a Director of Lincoln National Corporation and previously served as a Director of Harris Teeter Supermarkets,
Inc. Mr. Tidwell’s years of dedicated service since 1995 as a member of Snyder’s-Lance’s board of directors
along with other diverse corporate board experiences qualify him for service on the board of directors of Snyder’s-Lance.
His experience and leadership in the banking industry and general business experience and economic development experiences also
provide a valuable perspective to the board of directors.
Patricia A. Warehime
worked as an occupational
therapist at the Lincoln Intermediate Unit Preschool Program in New Oxford, Pennsylvania. She currently serves on the board of
directors of Capital Blue Cross Insurance Company and is a member of the board of advisors of Elizabethtown College in Elizabethtown,
Pennsylvania. In addition, she has been recognized as a governance fellow by the National Association of Corporate Directors.
Ms. Warehime served as a member of the board of directors of Snyder’s until December 2010 when she was appointed to the
Company’s board of directors in connection with the Merger. Ms. Warehime brings to the board of directors an appreciation
for the role of a board of directors acquired through her diverse board experience.
There are no family relationships among
any of the Company’s directors or executive officers.
Executive Officers
Information about each of our executive
officers, as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of February
22, 2018, is as follows:
|
Name
|
|
Age
|
|
Information About Officers
|
|
Hire Date
|
|
|
|
|
|
|
|
|
|
Brian J. Driscoll
|
|
59
|
|
President and Chief Executive
Officer of Snyder's-Lance, Inc. since June 2017; Interim President and Chief Executive Officer of Snyder’s-Lance,
Inc. from April 2017 to June 2017; President and Chief Executive Officer of Diamond Foods, Inc. from May 2012 to February
2016; Chief Executive Officer of Hostess Brands from June 2010 to March 2012; Various senior management positions at Kraft
Foods, Inc. from 2002 to June 2010, including President, Sales, Customer Service and Logistics, Kraft North America from
2007 to 2010.
|
|
2017
|
|
|
|
|
|
|
|
|
|
Alexander W. Pease
|
|
46
|
|
Executive Vice President and Chief Financial Officer of Snyder’s-Lance, Inc. since November
2016; Principal of McKinsey and Company from 2015 to 2016; Senior Vice President and Chief Financial Officer of Enpro Industries
from 2011 to 2015; Principal of McKinsey and Company from 2007 to 2011.
|
|
2016
|
|
|
|
|
|
|
|
|
|
Andrea Frohning
|
|
48
|
|
Senior Vice President and Chief Human Resources Officer of Snyder's-Lance, Inc. since March
2016; Vice President Human Resources of Crane Co. from 2013 to 2016; Vice President Human Resources of Hubbell Electrical
Systems, Hubbell Inc. from 2009 to 2013.
|
|
2016
|
|
John T. Maples
|
|
58
|
|
Chief Customer
Officer, Direct Sales of Snyder's-Lance, Inc. since July 2017; Vice President & General Manager,
Direct Sales at Snyder’s-Lance, Inc. from January 2015 to January 2016. Senior Vice President
of Sales Strategy at ConAgra Foods from June 2012 to December 2014. Chief Marketing Officer at Primo
Water from March 2011 to May 2012. Various roles with PepsiCo from June 1982 to February 2011 including
Senior Vice President of Sales and Business Development for PepsiCo in Wal-Mart and Sam’s Club
and Vice President of Channel Sales for Quaker Oats. Mr. Maples has also served as a member of the
board of directors of Delta Dental of Illinois since 2003.
|
|
2015
|
|
|
|
|
|
|
|
|
|
Gail Sharps Myers
|
|
48
|
|
Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Snyder's-Lance,
Inc. since January 2015; Senior Vice President, Deputy General Counsel, Chief Compliance Counsel and Assistant Secretary of
US Foods, Inc. from 2014 to 2015, Senior Vice President, Deputy General Counsel and Secretary of US Foods, Inc. from 2011
to 2014; Vice President Business Law and Assistant Secretary of US Foods, Inc. from 2009 to 2011.
|
|
2015
|
|
|
|
|
|
|
|
|
|
Margaret E. Wicklund
|
|
57
|
|
Senior Vice President, Corporate Controller, Principal Accounting Officer and Assistant Secretary
of Snyder’s-Lance, Inc. since December 2010. She has held various positions in Snyder’s-Lance, Inc. and, Lance,
Inc. in her over 25 years of service to the Company.
|
|
1992
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers,
directors and certain persons who beneficially own more than 10% of our common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of our common stock. Executive officers, directors and beneficial owners of more than 10%
of our common stock are required to furnish us copies of all ownership reports they file. Based solely on our review of the reports
that we received and written representations that no other reports were required, we believe that our executive officers, directors
and beneficial owners of more than 10% of our common stock complied with all applicable filing requirements on a timely basis
during fiscal year 2017, except for the filing of a Form 4 on behalf of Carl E. Lee, Jr. that was inadvertently filed late on
March 31, 2017 reporting a grant of options that occurred on May 13, 2016; the filing of a Form 4 on behalf of Brian J. Driscoll
that was inadvertently filed late on May 18, 2017 reporting a sale of shares that occurred on March 6, 2017; the filing of a Form
4 on behalf of Jeffrey A. Atkins that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units
that occurred on May 10, 2017; the filing of a Form 4 on behalf of John E. Denton that was inadvertently filed late on May 15,
2017 reporting a grant of restricted stock units that occurred on May 10, 2017; the filing of a Form 4 on behalf of Lawrence V.
Jackson that was inadvertently filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10,
2017; the filing of a Form 4 on behalf of James W. Johnston that was inadvertently filed late on May 15, 2017 reporting a grant
of restricted stock units that occurred on May 10, 2017; and the filing of a Form 4 on behalf of David C. Moran that was inadvertently
filed late on May 15, 2017 reporting a grant of restricted stock units that occurred on May 10, 2017.
Code of Conduct
We have adopted a Code of Conduct that
covers our officers, our Senior Financial Officers, including the Chief Executive Officer, Chief Financial Officer, Treasurer,
Corporate Controller and Principal Accounting Officer and our employees. In addition, we have adopted a Code of Ethics which covers
the members of the Board of Directors. Information about these codes are posted on our website at
www.snyderslance.com
.
We will disclose any substantive amendments
to, or waivers from, our Code of Conduct for the Board of Directors on our website or in a report on Form 8-K.
Audit Committee
The Audit Committee is currently composed
of Chairman Atkins and Messrs. Brubaker, Denton, Johnston, Moran and Tidwell. The functions of the Audit Committee includes assisting
the board of directors in fulfilling its oversight responsibilities by overseeing and reviewing the financial reports and other
financial information provided to the shareholders; providing director oversight of the independent auditor, which includes having
sole authority and responsibility for appointment, termination and compensation of the independent auditor; consulting with the
independent auditor out of the presence of management about internal controls and the fullness and accuracy of our financial statements;
reviewing the integrity of our internal and external financial reporting processes; considering and approving, if appropriate,
major changes to our auditing and accounting principles and practices as suggested by the independent auditor, management or the
internal auditor; monitoring our systems and procedures for compliance with laws, regulations and other legal requirements; overseeing
our risk assessment and risk management policies; overseeing the development of our enterprise risk management policies and procedures;
and reviewing capital expenditure projects, acquisitions and divestitures in excess of $5 million. The Audit Committee met five
times during the 2017 fiscal year. The board of directors has determined that each of Mr. Atkins and Mr. Brubaker is an “audit
committee financial expert” within the meaning of applicable SEC regulations. The board of directors has determined that
each member of the Audit Committee is financially sophisticated and is able to read and understand our consolidated financial
statements and is “independent” within the meaning of applicable NASDAQ listing standards and Rule 10A-3 under the
Exchange Act.
Item 11. Executive Compensation
Director Compensation
The following table shows the compensation
paid to each director, excluding directors who are named executive officers, for service on our board of directors in fiscal year
2017:
|
Name
|
|
Fees
Earned
or
Paid in
Cash
($)
(1)
|
|
|
Stock
Awards
($)
(2)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Jeffrey A. Atkins
|
|
|
85,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
288,024
|
|
|
Peter P. Brubaker
|
|
|
65,000
|
|
|
|
199,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
264,760
|
|
|
C. Peter Carlucci, Jr.
|
|
|
60,000
|
|
|
|
199,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
259,760
|
|
|
John E. Denton
|
|
|
60,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
263,024
|
|
|
Lawrence V. Jackson
|
|
|
60,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
263,024
|
|
|
James W. Johnston
|
|
|
175,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
378,024
|
|
|
David C. Moran
|
|
|
60,000
|
|
|
|
199,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
259,760
|
|
|
Dan C. Swander
|
|
|
65,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
268,024
|
|
|
Isaiah Tidwell
|
|
|
80,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
283,024
|
|
|
Patricia A. Warehime
|
|
|
55,000
|
|
|
|
203,024
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
258,024
|
|
|
|
(1)
|
The amounts shown in this column represent the aggregate amounts
of fees earned or paid in cash for services as a director in fiscal year 2017.
|
|
|
(2)
|
The amounts shown in this column represent the aggregate grant
date fair value of restricted common stock awards or restricted stock unit awards computed
in accordance with ASC Topic 718. Each non-employee director received 4,000 shares of
time-based restricted stock or restricted stock units on May 10, 2017 under the 2014
Director Stock Plan. The assumptions made in determining the fair values of the stock
awards are described in the notes to the financials of our Annual Report on Form 10-K
for the fiscal year ended December 30, 2017. As of December 30, 2017, the aggregate number
of shares of restricted common stock (“RS”) or restricted stock units (“RSU”)
outstanding for each director was as follows: Mr. Atkins—4,065.365 RSU; Mr. Brubaker—4,000
RS; Mr. Carlucci—4,000 RS; Mr. Denton—4,065.365 RSU; Mr. Driscoll—0
RSU; Mr. Jackson—4,065.365 RSU; Mr. Johnston—4,065.365 RSU; Mr. Moran—4,000
RS; Mr. Swander—4,065.365 RSU; Mr. Tidwell—4,065.365 RSU; and Ms. Warehime—4,065.365
RSU.
|
Each non-employee director receives
an annual retainer for service on the board and attendance at the quarterly meetings of the board and committees. Under our 2014
Director Stock Plan, each non-employee director serving on the seventh business day following the 2017 annual meeting was entitled
to automatically receive an award of up to 10,000 shares of our restricted stock or restricted stock units, as determined by the
board of directors. In fiscal year 2017, each non-employee director received an award of 4,000 shares of time-based restricted
stock or restricted stock units on May 10, 2017.
Our RSUs subject to awards under the
2014 Director Stock Plan vest 12 months after the date of the award. If there is a change in control of Snyder’s-Lance prior
to such vesting date, then the RSUs become fully vested on the date of the change in control, as determined under the 2014 Director
Stock Plan. If the director ceases to serve as a director prior to such vesting date due to the director’s death, then the
RSUs become fully vested on the date of the director’s death. If the director ceases to serve as a director for any reason
other than death prior to the vesting date, then the RSUs become vested on a pro rata basis at a rate of one-twelfth for each
month that the director served as a director after the applicable award date. Directors have the right to receive dividends with
respect to the RSUs.
A director may not sell or transfer
any of the RSUs until they vest and the RSUs are deferred until the director is no longer serving on the Company’s board
of directors. In addition, our board of directors has adopted stock ownership guidelines which provide that certain ownership
targets be achieved and maintained by certain parties, including the members of our board of directors.
Compensation Discussion
and Analysis
The purpose of this Compensation Discussion and Analysis is
to provide information about our compensation objectives and practices for our Named Executive Officers (“NEOs”) for
fiscal year 2017. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of proxies in connection with the proposed Merger, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the definitive proxy statement filed in connection with the Merger by the Company with
the SEC on February 20, 2018 and other relevant materials filed with the SEC.
In this section, we explain the compensation of the following
officers, who we refer to as the NEOs for fiscal year 2017:
|
Name
|
|
Title
|
|
Carl E. Lee, Jr.
|
|
Former President and Chief Executive Officer(1)
|
|
Brian J. Driscoll
|
|
President and Chief Executive Officer(2)
|
|
Alexander W. Pease
|
|
Executive Vice President and Chief Financial Officer
|
|
Gail Sharps Myers
|
|
Senior Vice President, General Counsel and Secretary
|
|
John T. Maples
|
|
Chief Customer Officer
|
|
Andrea L. Frohning
|
|
Senior Vice President and Chief Human Resources Officer
|
|
|
(1)
|
Effective as of April 11, 2017, Carl E. Lee, Jr. retired
from his positions as President and Chief Executive Officer and a member of the Board
of Directors of the Company.
|
|
|
(2)
|
Before his appointment as our President and Chief Executive
Officer effective as of June 27, 2017, Brian J. Driscoll served as interim President
and Chief Executive Officer commencing on April 11, 2017.
|
Executive Summary
Our Compensation
Aligns to Business Results
The Compensation Committee (the “Committee”)
is committed to the principle of aligning actual compensation received by our executives to our financial performance. As illustrated
in the chart below, over the previous five years, our annual cash incentive payouts have varied from year-to-year, depending
upon our performance against our revenue and Earnings Per Share (“EPS”) targets.
Annual Cash Incentive
Payouts as a % of Target
|
Year
|
|
Payout %
|
|
|
2013
|
|
|
81
|
%
|
|
2014
|
|
|
118
|
%
|
|
2015
|
|
|
65
|
%
|
|
2016
|
|
|
86
|
%
|
|
2017
|
|
|
27
|
%
|
In addition to the annual incentive plan,
the Committee provides a portion of long term incentive (“LTI”) compensation to senior executives to promote our Company’s
long-term performance and to encourage retention. The Compensation Committee’s 2017 LTI program consists of restricted shares,
stock options, cash and performance RSUs. The restricted stock and non-qualified stock options (“NSOs”) vest and are
paid in three equal installments on the anniversary of the grant date to promote retention. The performance cash and performance
RSU awards are paid based on the attainment of the target award at the end of the three year performance period. The following
chart shows the variability of the amounts earned associated with the performance portion of the LTI awards over the past five
years.
Long-Term Incentive
Payment as a % of Target
|
Year
|
|
Payout %
|
|
|
2013
|
|
|
60
|
%
|
|
2014
|
|
|
41
|
%
|
|
2015
|
|
|
38
|
%
|
|
2016
|
|
|
79
|
%
|
|
2017
|
|
|
47
|
%
|
Role of Shareholder Say-on-Pay Votes
We provide our shareholders with the
opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay proposal”). At our
annual meeting of shareholders held in May 2017, approximately 82% of the votes cast on the say-on-pay proposal at the
meeting were voted in favor of the proposal. The Committee believes this vote affirms the shareholders’ support of our approach
to executive compensation and did not make specific changes to our executive compensation program in response to the vote. The
Committee, however, continues to review and refine the design and administration of our executive pay practices.
Guiding Principles
of Our Compensation Program
The guiding principle of our compensation
philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned.
Our compensation program is designed to provide significant performance-based compensation which is variable and based on our
actual results and our executives’ performance, as compared to fixed or guaranteed compensation. The variable and equity-based
components of our compensation program are designed to link our executives’ pay with our performance. As a result, a significant
portion of our NEOs’ compensation is directly contingent on our operating results (net revenue, return on invested capital
(“ROIC”), and relative total shareholder return (“RTSR”)) and aligned with shareholder interests.
Setting Executive Compensation
We consider a broad range of factors
and tools when structuring our executive compensation program and making individual executive officer pay decisions.
Role of the
Compensation Committee
Here is a summary of responsibilities
and data sources used by our Committee to determine our executive compensation program.
|
Compensation
Committee (comprised entirely of independent directors)
|
|
• Determines
compensation program principles and philosophies
• Approves AIP
design, performance measures and goals
• Determines
the structure for delivering LTI opportunities and LTI performance measures and goals
• Determines
all compensation for all of our executives
|
|
• Reviews
other compensation for executives such as perquisites and benefits under broad-based
benefit programs
• Approves all
other arrangements, policies and practices related to our executive compensation program such as change of control agreements
and stock ownership requirements
• Assesses and
balances risk in the context of our compensation program
|
|
|
|
Pearl
Meyer (independent Compensation Committee compensation consultant)
|
|
• Performs
work at the direction and under the supervision of the Compensation Committee
• Conducts peer
market data analysis to ensure competitive pay practices
|
|
• Reviews
other compensation for executives such as perquisites and benefits under broad-based benefit
programs
• Reviews all
other arrangements, policies and practices related to our executive compensation program such as change of control agreements
and stock ownership requirements
• Provides assistance
in assessing and balancing risk in the context of our compensation programs
|
|
|
|
Management
|
|
• Provides
input to our Compensation Committee through our CEO and Chief Human Resources Officer, on
the strategy, design and funding of our broad-based AIP, in which our NEOs also participate
• Makes plan
design recommendations for broad-based benefit programs in which our NEOs participate
• Recommends
base pay, target AIP opportunities and actual AIP awards to NEOs (CEO does not recommend own compensation)
|
|
• Provides
information on performance goals for the Compensation Committee consideration in structuring
the AIP and LTI programs
• Recommends
retention of specific, critical talent and various retention arrangements for Compensation Committee consideration
• CEO provides
the Compensation Committee a performance assessment of each executive officer
• Prepares tally
sheets to evaluate appropriateness of total compensation package, to compare each NEO’s total compensation opportunity
with his or her actual payout to ensure that the compensation appropriately reflects the compensation program’s
focus on pay for performance
|
Compensation
Process Overview
Below we highlight certain executive
compensation practices that we consider instrumental in driving our Company’s performance while mitigating risk, as well
as practices that we avoid because we do not believe they would serve the interest of the shareholders.
The following table lists the key
elements of our 2017 executive compensation program:
|
|
|
|
|
Primary
Objective
|
|
|
|
Element of
Compensation
|
|
Reward
Period/Description
|
|
Attract and
Retain
|
|
Reward
Performance
|
|
Align Interests
with
shareholders
|
|
Method of
Delivery
|
|
Base Salary
|
|
Ongoing
|
|
✓
|
|
✓
|
|
|
|
Cash
|
|
Annual Performance Incentive Plan
|
|
Annual
|
|
✓
|
|
✓
|
|
✓
|
|
Cash
|
|
Long Term Incentive Plan
|
|
Annual Grants with Three Year Performance Periods
|
|
✓
|
|
✓
|
|
✓
|
|
Stock Options
Restricted Stock
Performance Restricted Stock Units
Cash
|
|
Severance and Change of Control Arrangements
|
|
Specific Events impacting the Executive’s Role at our
Company
|
|
✓
|
|
|
|
|
|
Cash severance payments
Accelerated vesting of equity awards
|
|
Health, Welfare & Retirement Plans
|
|
Ongoing to Support Retention
|
|
✓
|
|
|
|
|
|
Supplemental benefit plans, e.g., 401(k) Savings Plan, Deferred Compensation Plan
|
|
Stock Ownership Guidelines, Anti-Hedging Policy and Anti-Pledging Policy
|
|
Compensation risk mitigators
|
|
|
|
|
|
✓
|
|
N/A
|
Competitive
Analyses
To evaluate the external competiveness
of our executive compensation program, we compare certain elements of our program to similar elements used by peer companies.
In setting 2017 compensation levels, the Committee used a comprehensive peer group to conduct a competitive market analysis of
the compensation program for our NEOs. We believe using and disclosing a peer group supports good governance and provides valuable
input into compensation levels and program design.
The Committee, with the assistance
of Pearl Meyer, considered potential peers among both direct industry competitors and companies in related industries with similar
talent-focused comparators. After identifying potential peers on this basis, we used the following five screening criteria to
select appropriate peer companies:
|
|
2.
|
market capitalization;
|
|
|
3.
|
financial performance;
|
|
|
4.
|
direct snack food manufacturing competitors; and
|
|
|
5.
|
foods & meats and soft drinks industry competitors.
|
We believe the current peer group
includes an accurate representation of our industry competitors and size-relevant, talent-focused comparators. In addition,
we believe that year-over-year consistency in peer group usage is desirable for reviewing trends in market pay movement.
The peer group consists of the following
companies:
|
B&G Foods Inc.
|
|
Calavo Growers, Inc.
|
|
Cal-Maine Foods, Inc.
|
|
Coca-Cola Bottling Co. Consolidated
|
|
Colt Corporation
|
|
Darling Ingredients Inc.
|
|
Flowers Foods Inc.
|
|
Hain Celestial Group, Inc.
|
|
Lancaster Colony Corporation
|
|
J&J Snack Foods Corp.
|
|
McCormick & Co. Inc.
|
|
Monster Beverage Corporation
|
|
Pinnacle Foods Inc.
|
|
Post Holdings, Inc.
|
|
SunOpta Inc.
|
|
Treehouse Foods, Inc.
|
|
|
|
|
|
|
|
|
Peer group data serves as only one
reference point in evaluating our executive compensation program. We use this data to see how various elements of our executive
compensation program compare to other companies. However, we do not fix the compensation of our executives based solely on this
data. The comparison is conducted to determine if our compensation is competitive with the market. Each executive is evaluated
individually based on skills, knowledge, performance, development potential and, in the Committee’s business judgment, the
value he or she brings to the organization and the Company’s retention risk.
Our 2017 Executive Compensation
Program
What We Pay
and Why: Elements of Executive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Element
|
|
Description
|
|
|
|
Objectives
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
|
|
|
|
Base Salaries
|
|
|
|
• Fixed
amount of compensation for service during the year
|
|
|
|
|
|
• Reward
scope of responsibility, experience and individual performance
|
|
|
|
|
|
|
|
At-Risk
|
|
|
|
Annual Incentive Compensation
|
|
|
|
• At-risk compensation,
dependent on goal achievement
• Formula-driven
annual incentive linked to corporate strategy and financial performance
|
|
|
|
|
|
• Promote
strong business results by rewarding value drivers, without creating an incentive to
take excessive risk.
• Serve as key
compensation vehicle for rewarding results and differentiating individual performance each year
|
|
|
|
|
|
|
|
|
|
Long-Term
Incentive Compensation
|
|
|
|
• Award
values are granted based on market competitive norms and individual performance
• Performance
awards are earned and vested after a three-year performance cycle
• Performance
awards which vest based on our performance
|
|
|
|
|
|
• Motivate
and reward executives for long-term performance
• Ensure that
executives have a significant stake in the long-term financial success of the company, aligned with the stockholder experience
• Promote longer-term
retention
|
|
|
|
|
|
|
|
Benefits
|
|
|
|
Retirement, Health and Welfare
|
|
|
|
• 401(k)
Plan with company match
• Comprehensive
welfare benefits
• Deferred compensation
|
|
|
|
|
|
• Provide
market competitive benefits to attract and retain top talent
|
|
|
|
|
|
|
|
Severance
|
|
|
|
Limited Severance Arrangements
– Change in Control
|
|
|
|
• Severance
and related benefits paid upon termination without cause or resignation for good reason
following a change in control
• Accelerated
equity vesting upon termination post change in control
|
|
|
|
|
|
• Assist
in attracting top talent
• Preserve executive
objectivity when considering transactions in the best interest of the stockholders
• Retention
of executives through a change in control
|
Base Salaries
The Compensation Committee generally
seeks to maintain base salaries for the NEOs around the 50th percentile of base salaries for similar positions at similar companies.
The Committee, however, also considers the responsibilities of the executives, market demand for executives with similar capability,
experience and time in position, and our corporate performance and the performance of each executive in relation to our strategic
objectives.
The following table reflects the base
salaries paid to the NEOs for 2017 as compared to 2016:
|
Name
|
|
2017
Base Salary
|
|
|
2016
Base Salary
|
|
|
Percentage
Increase
|
|
|
Carl E. Lee, Jr.
|
|
$
|
890,000
|
|
|
$
|
860,000
|
|
|
|
3.5
|
%
|
|
Brian J. Driscoll
|
|
$
|
900,000
|
|
|
$
|
0
|
|
|
|
-
|
|
|
Alexander W. Pease
|
|
$
|
535,000
|
|
|
$
|
535,000
|
|
|
|
0
|
%
|
|
Gail Sharps Myers
|
|
$
|
340,000
|
|
|
$
|
319,300
|
|
|
|
6.5
|
%
|
|
John T. Maples
|
|
$
|
400,000
|
|
|
$
|
335,000
|
|
|
|
19.4
|
%
|
|
Andrea L. Frohning
|
|
$
|
334,800
|
|
|
$
|
325,000
|
|
|
|
3.0
|
%
|
The Committee increased certain of
our NEOs salaries to reflect, among other things, their respective responsibilities, roles, performance in 2016, retention considerations
and in connection with the Committee’s regular review of salaries. The Committee believes that the increases were reasonable
in light of this review process.
2017 Annual
Incentive Plan
Each of the NEOs participated in the
2017 Annual Incentive Plan. The following table reflects the target bonus award and the calculations and ultimate amounts of the
annual bonuses paid to each of the NEOs under the 2017 Annual Incentive Plan.
|
Name
|
|
Base Salary
|
|
|
x
|
|
|
Target
Bonus %
(% of Base Salary)
|
|
|
=
|
|
2017
Target Bonus
Award
|
|
|
X
|
|
Overall Goal
Achievement
Percentage
|
|
|
=
|
|
Bonus Award
Paid(1)
|
|
|
Carl E. Lee, Jr. (2)
|
|
$
|
890,000
|
|
|
|
x
|
|
|
|
100
|
%
|
|
=
|
|
$
|
890,000
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
120,200
|
|
|
Brian J. Driscoll (3)
|
|
$
|
900,000
|
|
|
|
x
|
|
|
|
100
|
%
|
|
=
|
|
$
|
900,000
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
176,200
|
|
|
Alexander W. Pease
|
|
$
|
535,000
|
|
|
|
x
|
|
|
|
75
|
%
|
|
=
|
|
$
|
401,300
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
108,338
|
|
|
Gail Sharps Myers
|
|
$
|
340,000
|
|
|
|
x
|
|
|
|
50
|
%
|
|
=
|
|
$
|
170,000
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
46,035
|
|
|
John T. Maples
|
|
$
|
400,000
|
|
|
|
x
|
|
|
|
60
|
%
|
|
=
|
|
$
|
240,000
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
64,800
|
|
|
Andrea L. Frohning
|
|
$
|
334,800
|
|
|
|
x
|
|
|
|
50
|
%
|
|
=
|
|
$
|
167,400
|
|
|
X
|
|
|
27
|
%
|
|
=
|
|
$
|
45,198
|
|
|
|
(1)
|
Per the terms of the 2017 Annual Incentive Plan, Bonus Awards
are rounded to the nearest $100.
|
|
|
(2)
|
Pro-rated for retirement date.
|
|
|
(3)
|
Pro-rated for start date.
|
In February 2017, the Committee selected annual financial measures
and assigned applicable weights and performance goals as follows:
|
Performance Measure
|
|
Weight
|
|
|
Target
Performance
Goal (1)
|
|
|
Net Revenue
|
|
|
40
|
%
|
|
|
$2.294 billion
|
|
|
Earnings Per Share (“EPS”)
|
|
|
60
|
%
|
|
$
|
1.41
|
|
|
|
(1)
|
The threshold payout for net revenue was 50% of target at
$2.187 billion and for EPS was 50% of target at $1.20 earnings per share. The maximum
payout for each performance measure was 200% of target.
|
The Committee maintained the same financial performance measures
and weighting used in 2016. Each of the financial performance measures was defined in the 2017 Annual Incentive Plan as follows:
|
|
·
|
“Net
Revenue” was defined as sales and other operating revenue, net of returns, allowances,
discounts and other sales deduction items for the 2017 fiscal year, as audited and reported
in the Company’s Annual Report on Form 10-K for the year ended December 30, 2017,
excluding special items and adjusted for any acquisition or divestiture activity.
|
|
|
·
|
“Earnings
Per Share” was defined as the fully diluted earnings per share of the Company for
the 2017 fiscal year, as audited and reported in the Company’s Annual Report on
Form 10-K for the year ended December 30, 2017, excluding the effect of special items
and adjusted for any acquisition or divestiture related activity.
|
The 2017 Annual Plan provides that Net Revenue and EPS would
exclude special items and be adjusted for any acquisition or divestiture activity.
The Committee maintained discretion to adjust
any award for extraordinary items such as acquisitions, dispositions, discontinued operations, required accounting adjustments
or similar events, provided that such discretion should be exercised in a manner that would permit the Company to deduct the amounts
of certain awards for tax purposes under Section 162(m) of the Internal Revenue Code. The Committee also retained the discretion
to reduce any award for any reason.
Annual bonuses under the 2017 Annual Plan,
as specified above, were determined by the Committee in February 2018 and paid, as applicable, to the participants in March 2018.
The Committee calculated the bonuses based
on our results for 2017 in accordance with the above methodology. The Committee determined that the Company’s Net Revenue
was $2,227 million and EPS was $1.08 for 2017 annual bonus purposes. Together with the weighting discussed above, the 2017 Annual
Bonuses were paid out at 27% of target. The Committee believes that this process supports the Company’s overall compensation
strategy of only paying above-target bonuses for paying for performance which exceeds the stated targets.
Long-Term Cash and Equity Compensation
The Committee administers our equity incentive
plans, including our 2016 Key Employee Incentive Plan, as approved by our shareholders on May 4, 2016. The Committee is authorized
to grant restricted stock awards, stock options and other equity awards under this plan. Awards granted to an individual are based
upon a number of factors, including the recipient’s position, salary and performance, as well as our overall corporate performance.
The Committee makes awards under our equity
incentive plans from time to time to reward short-term and long-term performance with equity-based compensation and to motivate
the recipients’ long-term performance and retention. Each year, the Committee approves a three-year performance incentive
arrangement for officers that includes a performance period that generally covers the current year and the two following years
(the “Three-Year Plans”).
2017 Three-Year Plan – Granted
in 2017
In February 2017, the Committee adopted the Long-Term Performance
Incentive Plan for Officers and Key Managers under the 2016 Key Employee Incentive Plan (the “Long-Term Plan”). In
February 2017, the Committee approved the target incentive awards, performance measures and goals and the weighting of the performance
measures under the Long-Term Plan for 2017 (the “2017 Three-Year Plan” or “2017 LTIP”). Each of the NEOs
(other than Mr. Driscoll) was selected as a participant in the 2017 Three-Year Plan and assigned a target incentive based on his
or her level of responsibility and position and the analyses and recommendations of Pearl Meyer, the Committee’s independent
compensation consultant.
The Committee assigned the following target incentives to the
NEOs:
|
Name
|
|
2017 LTIP
Overall
Target
Incentive
|
|
|
Carl E. Lee, Jr.
|
|
$
|
2,800,000
|
|
|
Brian J. Driscoll(1)
|
|
$
|
0
|
|
|
Alexander W. Pease
|
|
$
|
700,000
|
|
|
Gail Sharps Myers
|
|
$
|
275,000
|
|
|
John T. Maples
|
|
$
|
275,000
|
|
|
Andrea L. Frohning
|
|
$
|
275,000
|
|
(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.
How did the Committee determine the 2017 LTIP target
amounts?
The Committee seeks to provide a substantial
portion of total compensation in the form of long-term, “at risk” pay. The Committee generally attempts to set long-term
target incentives, except for the CEO, around the 50th percentile of the Company’s competitive market; however, the Committee
also considers contractual obligations and subjective factors including the responsibilities of an executive, time in position
and the market demand for executives with similar capability and experience.
In accordance with the 2017 Three-Year Plan, each NEO was granted
nonqualified stock options valued at 25% of his or her overall target incentive (as described above) and time-based restricted
shares of common stock valued at 25% of such overall target incentive. The following reflects the aggregate number of stock options
and restricted shares granted to each of the NEOs:
|
Name
|
|
Nonqualified Stock
Option Shares
|
|
|
Restricted
Stock Shares
|
|
|
Carl E. Lee, Jr.
|
|
|
122,808
|
|
|
|
17,694
|
|
|
Brian J. Driscoll(1)
|
|
|
-
|
|
|
|
-
|
|
|
Alexander W. Pease
|
|
|
30,702
|
|
|
|
4,425
|
|
|
Gail Sharps Myers
|
|
|
12,060
|
|
|
|
1,737
|
|
|
John T. Maples
|
|
|
12,060
|
|
|
|
1,737
|
|
|
Andrea L. Frohning
|
|
|
12,060
|
|
|
|
1,737
|
|
(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.
Each stock option granted under the 2017 Three-Year Plan had
an exercise price of $39.56 and vests in three substantially equal annual installments beginning on February 27, 2018. Each participant
was granted a number of stock options equal to the dollar value of his stock option incentive divided by the Black-Scholes value
of the stock options on February 27, 2017.
Each share of restricted stock also vests in three substantially
equal annual installments beginning on February 27, 2018. Each participant was granted a number of shares of restricted stock
equal to the dollar value of his restricted stock incentive divided by $39.56, which was the closing price on February 27, 2017.
Each NEO was also assigned a performance award opportunity
with a target long-term performance award equal to 50% of his overall target incentive under the 2017 Three-Year Plan. Payouts
with respect to the performance award opportunities will be payable 30% in cash and 20% in performance restricted stock units
based on the attainment of predetermined performance goals for 2017 through 2019 with respect to certain financial measures.
The formula for computing the long-term performance awards
is as follows:
Target
Performance
Award
|
X
|
Overall
Goal
Achievement
(%)
|
=
|
Award
Earned
|
The Committee set the target performance
awards under the 2017 Three-Year Plan as follows:
|
Name
|
|
2017 LTIP
Target
Performance
Award
|
|
|
Carl E. Lee, Jr.
|
|
$
|
1,400,000
|
|
|
Brian J. Driscoll(1)
|
|
|
-
|
|
|
Alexander W. Pease
|
|
$
|
350,000
|
|
|
Gail Sharps Myers
|
|
$
|
137,500
|
|
|
John T. Maples
|
|
$
|
137,500
|
|
|
Andrea L. Frohning
|
|
$
|
137,500
|
|
(1) Mr. Driscoll was a non-employee director when
the 2017 LTIP determinations were made by the Committee.
The overall goal achievement percentage under the 2017 Three-Year
Plan will be computed based on a performance matrix taking into account the achievement of a performance goal for the Company’s
Return on Invested Capital (“ROIC”) and the Company’s Relative Total Shareholder Return compared to a peer group
comprised of the Company and 23 other companies listed below. For 2017, the Committee chose ROIC and Relative Total Shareholder
Return as the financial performance measures under the 2017 Three-Year Plan to emphasize the Company’s goals of increasing
its return on investment and increasing total shareholder return over the long term. In addition, the Committee considers ROIC
and Relative Total Shareholder Return to as appropriate measures to align shareholder interests with the interests of our NEOs.
The Committee determined the target goals for the 2017 Three-Year Plan based on the three year financial projections in the Company’s
strategic plan.
The overall goal achievement percentage will be determined
in accordance with the following matrix based on the Company’s relative shareholder return:
|
|
|
|
|
Relative Shareholder Return
|
|
|
|
|
ROIC Attainment
|
|
Quartile 4
|
|
|
Quartile 3
|
|
|
Quartile 2
|
|
|
Quartile 1
|
|
|
|
|
Maximum
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
150
|
%
|
|
|
175
|
%
|
|
ROIC
|
|
Target
|
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
135
|
%
|
|
|
|
Threshold
|
|
|
25
|
%
|
|
|
50
|
%
|
|
|
75
|
%
|
|
|
100
|
%
|
|
|
|
Below Threshold
|
|
|
0
|
%
|
|
|
25
|
%
|
|
|
50
|
%
|
|
|
75
|
%
|
The matrix will be adjusted for the impact of any acquisitions
or divestitures. Each of the performance measures and other relevant terms under the 2017 Three-Year Plan are defined as follows:
|
|
·
|
“Return
on Invested Capital” or “ROIC” is defined as the average of the ROIC
for the 2017, 2018 and 2019 fiscal years, excluding special items and adjusted for acquisition
and divestiture activity, calculated as follows:
|
Operating
Income x (1 – Tax Rate)
Average Equity + Average
Net Debt
|
|
·
|
“Operating
Income” means our actual earnings before interest and taxes, excluding special
items and other income and expense and adjusted for acquisition and divestiture activity,
as calculated from the audited financial statements contained in the Company’s
Annual Reports on Form 10-K for the 2017, 2018 and 2019 fiscal years.
|
|
|
·
|
“Tax
Rate” for ROIC means our actual total effective income tax rate for each year,
as audited and reported in the Company’s Forms 10-K for the 2017, 2018 and 2019
fiscal years.
|
|
|
·
|
“Average
Net Debt” means our average debt less average cash for each year, as calculated
from the audited financial statements contained in the Company’s Annual Reports
Form 10-K for the 2017, 2018 and 2019 fiscal years.
|
|
|
·
|
“Relative
Total Shareholder Return” is defined as the total shareholder return for the Company
relative to a peer group of 21 companies. Each peer company, including Snyder’s-Lance,
will be compared to each other and put into four quadrants ranked from highest total
shareholder return to the lowest total shareholder return, with the highest in Quadrant
One and the lowest in Quadrant Four. The 21 companies are as follows:
|
|
|
Hershey Company
|
J.M. Smucker Company
|
|
B&G Foods Inc.
|
Hormel Foods Corp.
|
Post Holdings
|
|
Campbell Soup Company
|
Inventure Foods
|
Pinnacle Foods
|
|
Church & Dwight
ConAgra Foods, Inc.
|
J&J Snack Foods Corp.
|
Treehouse Foods, Inc.
|
|
Flowers Foods Inc.
|
Kellogg Company
Kraft Heinz Foods Group
|
Mondelez International
|
|
General Mills, Inc.
|
Lancaster Colony Corp.
|
|
|
Hain Celestial Group, Inc.
|
McCormick & Co. Inc.
|
|
|
|
PepsiCo, Inc.
|
|
If a peer company ceases to be
a public company the following indices would be substituted:
|
|
·
|
“Total
Shareholder Return” (“TSR”) is defined as the return of $100 invested
in each stock or index at the beginning of the performance period compared to the value
of that $100, with dividends reinvested, at the end of the three year performance period,
which will be the average of the average weekly stock prices for the last year of the
performance period.
|
The maximum potential payout under each performance
award is 200% of target. The Committee maintains discretion to adjust any award under the 2017 Three-Year Plan for extraordinary
items such as acquisitions, dispositions, discontinued operations, required accounting adjustments or similar events, provided
that such discretion should be exercised in a manner that would permit the Company to deduct the amounts of certain awards for
tax purposes under Section 162(m) of the Internal Revenue Code. The Committee also retains the discretion to reduce any performance
award for any reason.
Payments of the performance awards, if any, will be made as
soon as practicable in 2020 after the Committee has reviewed the Company’s 2017, 2018 and 2019 audited financial statements
and determined the performance levels achieved.
2017 Enterprise Incentive Plan–
Granted in 2017
In August 2017, the Committee adopted the 2017 Enterprise Incentive
Plan under the 2016 Key Employee Incentive Plan (the “2017 Enterprise Incentive Plan”). The NEOs (other than Mr. Lee)
were eligible to participate in the 2017 Enterprise Incentive Plan and were awarded performance non-qualified stock options and
performance restricted stock awards.
The Committee set the target performance
awards under the 2017 Enterprise Incentive Plan as follows:
|
Name
|
|
Target
Performance
Stock
Options(1)
|
|
|
Target
Performance
Restricted
Stock (1)
|
|
|
Brian J. Driscoll
|
|
|
-
|
|
|
|
-
|
|
|
Alexander W. Pease
|
|
$
|
700,000
|
|
|
$
|
700,000
|
|
|
Gail Sharps Myers
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
John T. Maples
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
Andrea L. Frohning
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
|
(1)
|
Amounts represent the fair value of such awards on the grant
date.
|
The Committee adopted the following performance goals, including
threshold, target and maximum performance levels for such equity awards:
|
Metrics(1)
|
|
|
|
Weighting
|
|
|
Threshold
50%(2)
|
|
|
Target
100%
|
|
|
Maximum
200%(3)
|
|
|
Operating Income
|
|
|
50
|
%
|
|
$
|
326.0M
|
|
|
$
|
345.2M
|
|
|
$
|
367.9M
|
|
|
Operating Profit Margin
|
|
|
50
|
%
|
|
|
13.8
|
%
|
|
|
14.6
|
%
|
|
|
15.6
|
%
|
Notes:
|
|
1.
|
Excludes additional acquisitions and divestitures.
|
|
|
2.
|
Both metrics must meet threshold achievement in order for award
to be paid.
|
|
|
3.
|
Above target achievements are limited to 200% payout in each
category.
|
The performance period is a 3.25 year timeline, measured from
the fiscal third quarter of 2017 through the fiscal year ending 2020. Award funding levels will be determined based on actual
performance over the performance period.
The percent of payout will be determined on a straight line
basis from threshold to target and from target to maximum, and may be subject to further adjustment as specified in the formula
established by the Committee. There will be no payout unless the threshold for the applicable performance goal is reached. Final
performance non-qualified stock options and performance restricted stock awards will be calculated after the Committee has reviewed
the Company’s audited financial statements for the performance period and determined the performance level achieved.
2015 Three-Year Plan - Performance
period ends 12/30/2017
In February 2015, the Committee made awards
under the 2015 Three-Year Performance Incentive Plan for Officers and Key Managers (the “2015 Three-Year Plan” or
“2015 LTIP”) to the NEOs. In 2015, each NEO was assigned a performance award opportunity with a target long-term performance
award equal to 50% of his or her target incentive under the 2015 Three-Year Plan. Payouts with respect to the performance award
opportunities were payable in cash based on the attainment of predetermined performance award opportunities for 2015 through 2017
with respect to certain financial measures.
The formula for computing the long-term performance awards
was as follows:
|
Target
Performance
Award
|
x
|
Overall
Goal
Achievement
(%)
|
=
|
Award
Earned
|
The formula for computing the awards required
the computation of an overall goal achievement percentage for the 2015 through 2017 performance period. The overall goal achievement
percentage was computed based on a performance matrix taking into account the attainment of performance goals for certain financial
measures and the Company’s relative total shareholder return compared to a peer group of 23 companies. See the Long-Term
Performance Incentive Plan for Officers and Key Managers, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended March 30, 2013, and the “Compensation Discussion and Analysis” section of the
Company’s Proxy Statement for its 2016 Annual Meeting Stockholders, for additional information regarding the formula for
computing the overall goal achievement percentage.
For the three year performance period, the
overall goal achievement percentage was 47% of target, resulting from the achievement of an average Return on Invested Capital
for 2015 through 2017 of 5.5% against a target of 6.8%, as adjusted for special items and acquisition and divestiture activity,
and a relative total shareholder return within the second quartile of the peer companies. As a result, the named executive officers
who were participants in the 2015 Three-Year Plan were awarded the following in March 2018:
|
Name
|
|
2015 LTIP
Performance
Award (1)
|
|
|
Carl E. Lee, Jr.
|
|
$
|
357,100
|
|
|
Brian J. Driscoll
|
|
|
-
|
|
|
Alexander W. Pease
|
|
|
-
|
|
|
Gail Sharps Myers
|
|
$
|
34,900
|
|
|
John T. Maples
|
|
$
|
21,900
|
|
|
Andrea L. Frohning
|
|
|
-
|
|
|
|
(1)
|
Those without awards were not employed at Snyder’s-Lance
at the time of the 2015 LTIP award grant date
|
Other Practices, Policies and Guidelines
Executive
Severance Agreements
The Company’s
NEOs have each entered into executive severance agreements with the Company, which pay out severance and related benefits in the
event of (i) an involuntary termination without cause or (ii) a voluntary termination for good reason, and, except
for Mr. Driscoll, provide for enhanced severance and benefits if the termination of employment occurs after the occurrence of
a change-in-control such as the Merger.
Under the executive
severance agreements, NEOs Driscoll, Frohning, Maples, Pease and Sharps Myers are entitled to the following benefits in the event
of a qualifying termination of employment:
|
|
•
|
accrued compensation, which
includes any accrued and unpaid base salary and vacation pay, and unreimbursed business
expenses;
|
|
|
•
|
(i) for Mr. Driscoll,
payment of two times his base salary, (ii) for Mr. Pease, payment of two times the
sum of his base salary and target bonus, and (iii) for executive officers Frohning, Maples,
and Sharps Myers, payment of 1.5 times the sum of their base salary and target bonus;
|
|
|
·
|
a
pro-rated annual bonus for the year of termination, except for Mr. Driscoll who
is eligible for a full bonus for the year of termination (note that for any termination
occurring in 2018, this amount may be offset by the amount of the 2018 pro-rated target
annual bonus paid at closing);
|
|
|
•
|
retention of a pro-rated portion
of any outstanding performance awards under the long-term performance program;
|
|
|
•
|
indemnification of the executive
from any claims asserted against the executive arising out of the prior performance of
duties;
|
|
|
•
|
except for Mr. Driscoll,
outplacement services for up to one year, at a maximum cost of 10% of his base salary;
|
|
|
•
|
unexercised options remain exercisable
for at least one year following the date of termination (but not longer than the original
option term); and
|
|
|
•
|
reimbursement of the Consolidated
Omnibus Reconciliation Act of 1985 (“COBRA”) premiums for up to one year,
except Mr. Driscoll receives two years of reimbursements.
|
Payments and benefits
under the executive severance agreements are subject to the applicable executive officer’s execution and non-revocation
of a general release of claims in favor of the Company. Payments and benefits under the executive severance agreements will be
reduced so that no portion of such payments and benefits are subject to the excise tax under Section 4999 of the Internal
Revenue Code (“IRC”), unless the applicable officer would be better off on an after-tax basis receiving all such payments
and benefits.
In consideration of
the payments and benefits under the executive severance agreements, such agreements include restrictive covenants in the Company’s
favor, including post-termination restrictions on competitive activities and solicitation of Company clients and employees for
either twelve or eighteen months, as well as customary confidentiality covenants during the three year period which immediately
follows the termination date, except that Mr. Driscoll’s post-termination restrictions on competitive activities and
solicitation of Company clients and employees lasts for twenty-four months following termination and his confidentiality
covenant lasts for perpetual duration.
Lee Agreement
Effective as of April 11, 2017 (the “Effective Date”),
Carl E. Lee, Jr. retired from his positions as President and Chief Executive Officer and a member of the Board of Directors of
the Company, as well as from his positions as an officer and/or director of each of the Company’s subsidiaries.
In connection with his departure,
Mr. Lee and the Company entered into a Retirement Agreement and General Release dated April 11, 2017 (the “Lee
Agreement”). Pursuant to the terms of the Lee Agreement, Mr. Lee received the payments and other benefits to which
he would have otherwise been entitled had his employment been terminated without cause under the Executive Severance Agreement,
dated January 25, 2012, between Mr. Lee and the Company, as subsequently amended by the Amendment to Executive Severance
Agreement dated December 12, 2016 (collectively, the “Lee Executive Severance Agreement”). As a result,
Mr. Lee received a payment representing his unpaid base salary, unused vacation pay, unreimbursed business expenses and all
other items earned by and owed to Mr. Lee through the Effective Date.
Additionally, in accordance with the
terms of the Lee Agreement, Mr. Lee was entitled to (i) a total payment of $3,560,000, which is his base salary and
target bonus multiplied by two and is payable in 24 monthly installments; (ii) be eligible for the Company’s 2017 Annual
Performance Incentive Plan for Officers and Key Managers, subject to actual performance and paid when paid to other plan participants
and prorated for the number of days employed in fiscal 2017, which was 101 days out of 365 days; (iii) be eligible for a
prorated portion of his outstanding performance equity awards, subject to the satisfaction of the performance goals and paid when
active employees are paid for the same performance awards; (iv) be eligible for awards, if any, owed pursuant to the (A)
2015 long term incentive plan annual grant with a three year performance period payable in 2018 when other active eligible employees
are paid, (B) 2016 long term incentive plan annual grant with a three year performance period payable in 2019 when other active
eligible employees are paid and (C) 2017 long term incentive plan annual grant with a three year performance period payable in
2020 when other active eligible employees are paid; (v) exercise his outstanding vested options for a period of one year
following the Effective Date (or the original expiration date, if earlier), while outstanding unvested equity awards will not
be accelerated and will be forfeited and cancelled, except for the 302,867 options he received pursuant to the Executive Retention
Agreement dated May 13, 2016, which shall continue to vest in accordance with the current vesting schedule (vesting on May 13,
2019), except for the continuous employment requirement, and shall be exercisable for a period of one year following the vesting
date, (vi) indemnification from any claims asserted against Mr. Lee arising out of his prior performance of his duties
with the Company and its affiliates to the same extent as the Company indemnifies the Company’s retired officers or directors;
(vii) one year of outplacement assistance, not to exceed a value of $89,0000; and (viii) reimbursement of applicable
health plan reimbursements for up to three years, subject to the limitations set forth in the Lee Executive Severance Agreement.
The Lee Agreement contains a general
release by Mr. Lee of all claims against the Company and its affiliates and a reaffirmation of Mr. Lee’s obligations
under the Lee Executive Severance Agreement, including, without limitation, Mr. Lee’s covenant not to compete and not
to solicit the Company’s customers or employees, and his confidentiality obligations. Mr. Lee has also agreed
to cooperate with the Company for the indefinite future in connection with management transition, licensing issues, pending and
potential disputes and other matters relating to the Company’s corporate or professional liabilities.
Driscoll Offer
Letter
On June 27, 2017, the Company
announced that Mr. Driscoll was appointed the Company’s President and Chief Executive Officer. In connection with his appointment
as President and Chief Executive Officer, Mr. Driscoll and the Company entered into an offer letter dated June 27, 2017
(the “Offer Letter”). Pursuant to the Offer Letter, Mr. Driscoll was entitled to receive an annual base salary
of $900,000. In addition, he was entitled to participate in any incentive compensation plans that the Committee may establish.
Under the AIP, Mr. Driscoll’s target bonus was 100% of his annual base salary and he was eligible to participate in
fiscal year 2017 on a pro-rated basis based upon his effective start date of June 27, 2017. Additionally, Mr. Driscoll
was eligible to receive an aggregate LTIP grant of $2,800,000 consisting of restricted stock, stock options and performance shares
in the first quarter of fiscal year 2018. Mr. Driscoll was also eligible to participate in the Company’s sponsored benefit
and retirement plans at the terms and rates offered to other associates within the Company. Mr. Driscoll received relocation
benefits to support his move to Charlotte, North Carolina, including a one-time lump sum gross amount of $50,000 for
incidental relocation expenses. Either Mr. Driscoll or the Company may terminate his employment at any time. Mr. Driscoll will
not receive any additional compensation for his service as a member of the Company’s board.
Stock Ownership
Guidelines
We expect that individuals who receive
awards under our equity incentive plans will retain a substantial portion of the shares awarded to them to foster a mutuality of
interests with our stockholders. Our board of directors, upon recommendation of the Committee, has adopted stock ownership guidelines
for our board of directors, officers and senior managers. The guidelines provide for the following ownership targets: three times
annual retainer for directors, three times base salary for the CEO, two times base salary for the CFO, one times base salary for
Senior Vice Presidents and one-half times base salary for other officers and senior managers.
Anti-Hedging
Policy & Anti-Pledging Policy
The board of directors, upon recommendation
of the Committee, adopted an Anti-Hedging Policy to strengthen the restrictions on hedging transactions, option trading and short
sales contained in our Insider Trading Policy. Among other things, the Anti-Hedging Policy prohibits our directors, officers and
associates from engaging in any hedging transactions with respect to our securities, including the purchase of any financial instruments
(such as prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives) that are designed to hedge or
offset any decrease in the market value of our common stock. In addition, this policy prohibits our directors, officers and associates
from engaging in transactions with our securities in put options, call options and other similar derivative securities, or selling
our stock short. Additionally, our directors and officers are prohibited from holding Company securities in a margin account or
pledging Company securities as collateral for a loan, unless approved in advance by the Committee.
Benefits and
Perquisites
We have generally provided to our employees,
including the NEOs, personal benefits that the Committee believes are reasonable, competitive and consistent with our objective
of attracting and retaining officer talent. The cost of these benefits is reflected under All Other Compensation (Column (i)) on
the Summary Compensation Table below.
Each of our executive officers, including
the NEOs, is eligible to participate in our group insurance program, which includes group health, dental, vision, life and long-term
disability insurance, on the same basis as other employees. Other benefits for all employees include a 401(k) plan, paid sick leave,
paid holidays and paid vacations. Each of our NEOs was also eligible to receive term life insurance during fiscal year 2017.
The Committee reviews and approves
annually all perquisites paid by the Company to our executive officers.
Section 162(m)
of the Internal Revenue Code
On December 22, 2017, the U.S. government
enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes provisions that expand the tax deduction limitation
under 162(m) of the IRC for compensation paid to NEOs (or “Covered Employees”). Section 162(m) disallows
an income tax deduction to any publicly-held corporation for compensation paid to certain executive officers that exceeds $1 million
in any taxable year. The Tax Act has expanded the definition of covered employee to include the Chief Financial Officer. Additionally,
once an employee becomes a covered employee, they remain a covered employee regardless of future compensation levels. The Tax Act
also removes the exception for “performance-based” compensation plans entered into or significantly modified after
November 2, 2017.
In making compensation decisions, the
Committee considers the potential effects of Section 162(m) of the IRC on the limitation of the tax deduction for Compensation
paid to our executives. Some compensation paid to our NEOs is not deductible due to Section 162(m) limitations. The Committee
will monitor the aspects of Section 162(m) in considering its compensation program.
Executive Compensation Tables
The following tables and related narratives present the compensation
for our NEOs in the format specified by the SEC.
Summary Compensation Table
The following table shows certain compensation information concerning
our NEOs for the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2015.
|
Name
and
Principal Position
(a)
|
|
Year
(b)
|
|
|
Salary
($)
(c)(1)
|
|
|
Bonus
($)
(d)(2)
|
|
|
Stock
Awards
($)
(e)(3)
|
|
|
Option
Awards
($)
(f)(4)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
(g)(5)
|
|
|
All
Other
Compensation
($)
(i) (1) (6)
|
|
|
Total
($)
(j)
|
|
|
Carl
E. Lee, Jr.
|
|
|
2017
|
|
|
|
289,250
|
|
|
|
—
|
|
|
|
1,260,000
|
|
|
|
700,000
|
|
|
|
477,300
|
|
|
|
1,225,912
|
|
|
|
3,952,462
|
|
|
Former Chief Executive
|
|
|
2016
|
|
|
|
860,000
|
|
|
|
—
|
|
|
|
625,000
|
|
|
|
625,000
|
|
|
|
1,332,100
|
|
|
|
20,967
|
|
|
|
3,463,067
|
|
|
Officer
|
|
|
2015
|
|
|
|
835,000
|
|
|
|
—
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
285,000
|
|
|
|
20,697
|
|
|
|
2,140,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Driscoll
|
|
|
2017
|
|
|
|
657,692
|
|
|
|
—
|
|
|
|
300,000
|
|
|
|
300,000
|
|
|
|
176,200
|
|
|
|
77,275
|
|
|
|
1,511,167
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander
W. Pease
|
|
|
2017
|
|
|
|
535,000
|
|
|
|
450,000
|
|
|
|
1,015,000
|
|
|
|
875,000
|
|
|
|
108,338
|
|
|
|
15,342
|
|
|
|
2,998,680
|
|
|
Senior Vice President and
|
|
|
2016
|
|
|
|
90,538
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100,000
|
|
|
|
3,183
|
|
|
|
293,721
|
|
|
Chief Financial Officer
|
|
|
2015
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail Sharps
Myers
|
|
|
2017
|
|
|
|
340,000
|
|
|
|
—
|
|
|
|
398,750
|
|
|
|
343,750
|
|
|
|
80,935
|
|
|
|
13,858
|
|
|
|
1,177,293
|
|
|
Senior Vice President,
|
|
|
2016
|
|
|
|
319,300
|
|
|
|
—
|
|
|
|
56,250
|
|
|
|
56,250
|
|
|
|
137,500
|
|
|
|
13,681
|
|
|
|
582,981
|
|
|
General Counsel and
|
|
|
2015
|
|
|
|
310,000
|
|
|
|
30,000
|
|
|
|
34,875
|
|
|
|
34,875
|
|
|
|
69,800
|
|
|
|
43,192
|
|
|
|
522,742
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T.
Maples
|
|
|
2017
|
|
|
|
365,000
|
|
|
|
—
|
|
|
|
398,750
|
|
|
|
343,750
|
|
|
|
86,700
|
|
|
|
33,229
|
|
|
|
1,227,429
|
|
|
Chief Customer Officer
|
|
|
2016
|
|
|
|
298,077
|
|
|
|
—
|
|
|
|
56,250
|
|
|
|
56,250
|
|
|
|
131,200
|
|
|
|
25,323
|
|
|
|
567,100
|
|
|
|
|
|
2015
|
|
|
|
249,230
|
|
|
|
24,350
|
|
|
|
21,875
|
|
|
|
21,875
|
|
|
|
45,300
|
|
|
|
24,658
|
|
|
|
387,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea
L. Frohning
|
|
|
2017
|
|
|
|
334,800
|
|
|
|
—
|
|
|
|
398,750
|
|
|
|
343,750
|
|
|
|
45,198
|
|
|
|
625,821
|
|
|
|
1,748,319
|
|
|
Senior Vice President and
|
|
|
2016
|
|
|
|
268,750
|
|
|
|
35,000
|
|
|
|
62,500
|
|
|
|
62,500
|
|
|
|
139,800
|
|
|
|
79,406
|
|
|
|
647,956
|
|
|
Chief Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in the “Salary” column include any amounts deferred by the executive officers under our Deferred
Compensation Plans and our 401(k) Savings Plan.
|
|
|
(2)
|
This includes a signing bonus paid to Mr. Pease in 2016 and 2017 in connection with his employment by Snyder’s-Lance.
This includes a signing bonus paid to Ms. Sharps Myers in 2015 in connection with her employment by Snyder’s-Lance. This
includes a signing bonus paid to Mr. Maples in 2015 in connection with his employment by Snyder’s-Lance.
|
|
|
(3)
|
The amounts shown in the “Stock Awards” column reflect the aggregate grant-date fair values of restricted stock
awards computed in accordance with FASB ASC Topic 718. The assumptions made in determining the fair values of the stock awards
are described on pages 47 to 53 and 64 to 68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
|
|
|
(4)
|
The amounts shown in the “Option Awards” column reflect the aggregate grant-date fair values of option awards computed
in accordance with FASB ASC Topic 718. The assumptions made in determining the fair values of the stock awards are described on
pages 47 to 53 and 64 to 68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
|
|
|
(5)
|
The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent cash amounts paid under our
2017 Annual Plan and 2015 Three-Year Performance Incentive Plan for Officers and Key Managers (the “2015 Three-Year Plan”),
as follows:
|
|
Name
|
|
2017
Annual Plan
($)
|
|
|
2015
Three-Year Plan
($)
|
|
|
Total
($)
|
|
|
Carl E. Lee, Jr.
|
|
|
120,200
|
|
|
|
357,100
|
|
|
|
477,300
|
|
|
Brian J. Driscoll
|
|
|
176,200
|
|
|
|
-
|
|
|
|
176,200
|
|
|
Alexander W. Pease
|
|
|
108,338
|
|
|
|
-
|
|
|
|
108,338
|
|
|
Gail Sharps Myers
|
|
|
46,035
|
|
|
|
34,900
|
|
|
|
80,935
|
|
|
John T. Maples
|
|
|
64,800
|
|
|
|
21,900
|
|
|
|
86,700
|
|
|
Andrea L. Frohning
|
|
|
45,198
|
|
|
|
-
|
|
|
|
45,198
|
|
|
|
(6)
|
The following table sets forth each component of the “All Other Compensation” column for 2017:
|
|
Benefit
|
|
Lee
|
|
|
Driscoll
|
|
|
Pease
|
|
|
Sharps
Myers
|
|
|
Maples
|
|
|
Frohning
|
|
|
401(k) plans (a)
|
|
|
12,150
|
|
|
|
6,646
|
|
|
|
12,150
|
|
|
|
12,150
|
|
|
|
12,150
|
|
|
|
12,150
|
|
|
Term life insurance premiums
|
|
|
2,699
|
|
|
|
1,429
|
|
|
|
1,292
|
|
|
|
808
|
|
|
|
2,322
|
|
|
|
809
|
|
|
Nontaxable cell phone allowance
|
|
|
360
|
|
|
|
450
|
|
|
|
900
|
|
|
|
900
|
|
|
|
900
|
|
|
|
900
|
|
|
HSA company contribution
|
|
|
—
|
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,000
|
|
|
Housing stipend
|
|
|
—
|
|
|
|
5,000
|
(b)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Taxable moving
|
|
|
—
|
|
|
|
50,000
|
(b)
|
|
|
—
|
|
|
|
—
|
|
|
|
7,457
|
|
|
|
610,962
|
(c)
|
|
Severance payments (d)
|
|
|
1,210,703
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Auto Allowance
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,400
|
|
|
|
—
|
|
|
Total
|
|
$
|
1,225,912
|
|
|
$
|
63,525
|
|
|
$
|
15,342
|
|
|
$
|
13,858
|
|
|
$
|
33,229
|
|
|
$
|
625,821
|
|
|
|
(a)
|
The amounts shown in this row represent the matching contributions we made to the executives’ accounts under our 401(k)
Savings Plans.
|
|
|
(b)
|
For Mr. Driscoll, the amounts shown in these rows were provided in connection with his relocation to Charlotte, North Carolina
and the fees paid to him as a non-employee director in fiscal 2017 prior to his appointment as Interim President and CEO.
|
|
|
(c)
|
For Ms. Frohning the amount shown in this row was provided for reimbursement on the loss on the sale of her Connecticut residence
and in connection with her relocation to Charlotte, North Carolina.
|
|
|
(d)
|
For Mr. Lee, the amount shown in this row was provided under the Lee Agreement, as discussed above.
|
2017 Grants of Plan Based Awards
The following table shows all grants of plan-based awards made
to our NEOs in 2017.
|
|
|
|
|
|
|
Estimated
Possible
Payouts Under Non-Equity
Incentive Plan Awards
|
|
|
All
Other
Stock
Awards:
Number
of
|
|
|
All
Other
Option
Awards:
Number
of
|
|
|
Exercise
or Base
|
|
|
Grant
Date
Fair Value of
|
|
|
Name
|
|
Grant
Date
|
|
Date
of
Committee
Action
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Shares
of Stock
or
Units
(#)
|
|
|
Securities
Underlying
Options
(#)
|
|
|
Price
of
Option
Awards
($/Sh)
|
|
|
Stock
and
Option
Awards
($)(1)
|
|
|
Carl E.
|
|
N/A (2)
|
|
N/A
|
|
|
445,000
|
|
|
|
890,000
|
|
|
|
1,780,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Lee, Jr.
|
|
N/A (3)
|
|
N/A
|
|
|
420,000
|
|
|
|
840,000
|
|
|
|
1,680,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/27/17 (4)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
122,808
|
|
|
|
39.56
|
|
|
|
700,000
|
|
|
|
|
2/27/17 (5)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17,694
|
|
|
|
—
|
|
|
|
—
|
|
|
|
700,000
|
|
|
|
|
2/27/17 (6)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14,156
|
|
|
|
—
|
|
|
|
—
|
|
|
|
560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J.
|
|
N/A (2)
|
|
N/A
|
|
|
450,000
|
|
|
|
900,000
|
|
|
|
1,800,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Driscoll
|
|
N/A (3)
|
|
N/A
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
5/11/17 (7)
|
|
5/11/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,676
|
|
|
|
36.13
|
|
|
|
300,000
|
|
|
|
|
5/11/17 (8)
|
|
5/11/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,303
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander
W.
|
|
N/A (2)
|
|
N/A
|
|
|
200,700
|
|
|
|
401,300
|
|
|
|
802,600
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Pease
|
|
N/A (3)
|
|
N/A
|
|
|
105,000
|
|
|
|
210,000
|
|
|
|
420,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/27/17 (4)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30,702
|
|
|
|
39.56
|
|
|
|
175,000
|
|
|
|
|
2/27/17 (5)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,425
|
|
|
|
—
|
|
|
|
—
|
|
|
|
175,000
|
|
|
|
|
2/27/17 (6)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,539
|
|
|
|
—
|
|
|
|
—
|
|
|
|
140,000
|
|
|
|
|
8/31/17 (9)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
128,442
|
|
|
|
35.52
|
|
|
|
700,000
|
|
|
|
|
8/31/17 (10)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,707
|
|
|
|
—
|
|
|
|
—
|
|
|
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail
|
|
N/A (2)
|
|
N/A
|
|
|
85,000
|
|
|
|
170,000
|
|
|
|
340,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Sharps Myers
|
|
N/A (3)
|
|
N/A
|
|
|
41,300
|
|
|
|
82,500
|
|
|
|
165,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/27/17 (4)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,060
|
|
|
|
39.56
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (5)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (6)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,390
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,000
|
|
|
|
|
8/31/17 (9)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,460
|
|
|
|
35.52
|
|
|
|
275,000
|
|
|
|
|
8/31/17 (10)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,742
|
|
|
|
—
|
|
|
|
—
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T.
|
|
N/A (2)
|
|
N/A
|
|
|
120,000
|
|
|
|
240,000
|
|
|
|
480,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Maples
|
|
N/A (3)
|
|
N/A
|
|
|
41,300
|
|
|
|
82,500
|
|
|
|
165,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/27/17 (4)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,060
|
|
|
|
39.56
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (5)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (6)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,390
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,000
|
|
|
|
|
8/31/17 (9)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,460
|
|
|
|
35.52
|
|
|
|
275,000
|
|
|
|
|
8/31/17 (10)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,742
|
|
|
|
—
|
|
|
|
—
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea L.
|
|
N/A (2)
|
|
N/A
|
|
|
83,700
|
|
|
|
167,400
|
|
|
|
334,800
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Frohning
|
|
N/A (3)
|
|
N/A
|
|
|
41,300
|
|
|
|
82,500
|
|
|
|
165,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/27/17 (4)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,060
|
|
|
|
39.56
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (5)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
68,750
|
|
|
|
|
2/27/17 (6)
|
|
2/27/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,390
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,000
|
|
|
|
|
8/31/17 (9)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
50,460
|
|
|
|
35.52
|
|
|
|
275,000
|
|
|
|
|
8/31/17 (10)
|
|
8/31/17
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,742
|
|
|
|
—
|
|
|
|
—
|
|
|
|
275,000
|
|
|
|
(1)
|
The amounts shown in this column represent the grant-date fair market values of the awards computed in accordance with FASB
ASC Topic 718. The assumptions made in determining the fair values of the stock awards are described on pages 47 to 53 and 64 to
68 of our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
|
|
|
(2)
|
The amounts shown in this row reflect the threshold, target and maximum cash incentive awards under the 2017 Annual Plan.
|
|
|
(3)
|
The amounts shown in this row reflect the threshold, target and maximum performance-based cash awards under the 2017 Three-Year
Plan.
|
|
|
(4)
|
The amounts shown in this row reflect a grant of stock options under the 2017 Three-Year Plan.
|
|
|
(5)
|
The amounts shown in this row reflect a grant of restricted stock under the 2017 Three-Year Plan.
|
|
|
(6)
|
The amounts shown in this row reflect a grant of performance restricted stock under the 2017 Three-Year Plan.
|
|
|
(7)
|
The amounts shown in this row reflect a grant of stock options under the 2017 Three-Year Plan.
|
|
|
(8)
|
The amounts shown in this row reflect a grant of restricted stock under the 2017 Three-Year Plan.
|
|
|
(9)
|
The amounts shown in this row reflect a grant of performance stock options under the 2017 Enterprise Incentive Plan.
|
|
|
(10)
|
The amounts shown in this row reflect a grant of performance restricted stock under the 2017 Enterprise Incentive Plan.
|
Outstanding Equity Awards at Fiscal Year-End
2017
The following table shows the outstanding equity awards held
by our NEOs as of December 30, 2017.
|
|
|
Option Awards
|
|
|
|
|
|
Stock Awards
|
|
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
|
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
|
Number
of
Shares or Units
of Stock that
Have Not
Vested
(#)
|
|
|
Market
Value
of Shares or
Units of Stock
that Have Not
Vested
($)
|
|
|
Carl E. Lee, Jr.
|
|
|
31,500
|
|
|
|
—
|
|
|
|
3.929
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
28,145
|
|
|
|
—
|
|
|
|
4.599
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
30,310
|
|
|
|
—
|
|
|
|
6.259
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
20,568
|
|
|
|
—
|
|
|
|
6.679
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
12,990
|
|
|
|
—
|
|
|
|
6.474
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
34,856
|
|
|
|
—
|
|
|
|
8.961
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
54,375
|
|
|
|
—
|
|
|
|
17.32
|
|
|
|
04/11/2018
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
302,867
|
(2)
|
|
|
30.99
|
|
|
|
05/13/2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,188
|
(3)
|
|
|
359,991
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,332
|
(4)
|
|
|
66,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Driscoll
|
|
|
1,690
|
|
|
|
—
|
|
|
|
18.40
|
|
|
|
02/23/2019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
250,585
|
|
|
|
—
|
|
|
|
11.75
|
|
|
|
02/25/2020
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
119,914
|
|
|
|
—
|
|
|
|
12.92
|
|
|
|
02/23/2021
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
86,349
|
|
|
|
—
|
|
|
|
18.40
|
|
|
|
02/23/2021
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
50,676
|
|
|
|
—
|
|
|
|
36.13
|
|
|
|
02/23/2022
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander W. Pease
|
|
|
—
|
|
|
|
20,202
|
(5)
|
|
|
35.07
|
|
|
|
11/01/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
30,702
|
(6)
|
|
|
39.56
|
|
|
|
02/27/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
128,442
|
(7)
|
|
|
35.52
|
|
|
|
08/31/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,913
|
(8)
|
|
|
145,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,425
|
(9)
|
|
|
221,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,585 (4)
|
|
|
|
179,554
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,707
|
(10)
|
|
|
986,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail Sharps Myers
|
|
|
—
|
|
|
|
1,925
|
(11)
|
|
|
31.02
|
|
|
|
03/02/2025
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
9,422
|
(12)
|
|
|
30.60
|
|
|
|
03/01/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
12,060
|
(6)
|
|
|
39.56
|
|
|
|
02/27/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
50,460
|
(7)
|
|
|
35.52
|
|
|
|
08/31/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
375
|
(13)
|
|
|
18,780
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,226
|
(14)
|
|
|
61,398
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
(15)
|
|
|
86,989
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,517
|
(3)
|
|
|
75,976
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,408
|
(4)
|
|
|
70,523
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,742
|
(10)
|
|
|
387,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Maples
|
|
|
2,414
|
|
|
|
1,207
|
(11)
|
|
|
31.20
|
|
|
|
03/02/2025
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
4,711
|
|
|
|
9,422
|
(12)
|
|
|
30.60
|
|
|
|
03/01/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
12,060
|
(6)
|
|
|
39.56
|
|
|
|
02/27/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
59,634
|
(7)
|
|
|
35.52
|
|
|
|
08/31/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
235
|
(13)
|
|
|
11,768
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,226
|
(14)
|
|
|
61,398
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
(15)
|
|
|
86,989
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,517
|
(3)
|
|
|
75,976
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,408
|
(4)
|
|
|
70,523
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,150
|
(10)
|
|
|
458,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea L. Frohning
|
|
|
—
|
|
|
|
10,470
|
(12)
|
|
|
30.60
|
|
|
|
03/01/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
12,060
|
(6)
|
|
|
39.56
|
|
|
|
02/27/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
50,460
|
(7)
|
|
|
35.52
|
|
|
|
08/31/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,362
|
(14)
|
|
|
68,208
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,737
|
(15)
|
|
|
86,989
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,685
|
(3)
|
|
|
84,394
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,408
|
(4)
|
|
|
70,523
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,742
|
(10)
|
|
|
387,719
|
|
|
|
(1)
|
Options are fully vested.
|
|
|
(2)
|
Options vest on May 13, 2019.
|
|
|
(3)
|
2016 Performance restricted stock units that vest April 1, 2019 based upon performance achieved.
|
|
|
(4)
|
2017 Performance restricted stock units that vest April 1, 2020 based upon performance achieved.
|
|
|
(5)
|
2016 special award grant options to Mr. Pease vest in three
equal annual installments beginning November 1, 2017.
|
|
|
(6)
|
2017 LTIP options vest in three equal annual installments
beginning February 27, 2018.
|
|
|
(7)
|
2017 EIP performance stock options vest March 31, 2021
based upon performance achieved.
|
|
|
(8)
|
2016 special award restricted stock to Mr. Pease that vests
in three equal annual installments beginning November 1, 2017.
|
|
|
(9)
|
2017 LTIP restricted stock options vest in three equal
annual installments beginning February 27, 2018.
|
|
|
(10)
|
2017 EIP performance restricted stock units that vest December
31, 2021 based upon performance achieved.
|
|
|
(11)
|
2015 LTIP options vest in three equal annual installments
beginning March 2, 2016.
|
|
|
(12)
|
2016 LTIP options vest in three equal annual installments
beginning March 1, 2017.
|
|
|
(13)
|
2015 LTIP restricted stock options vest in three equal
annual installments beginning March 2, 2016.
|
|
|
(14)
|
2016 LTIP restricted stock options vest in three equal
annual installments beginning March 1, 2017.
|
|
|
(15)
|
2017 LTIP restricted stock options vest in three equal
annual installments beginning February 27, 2018.
|
2017 Option Exercises and Stock Vested
The following table shows option exercises and stock vested
during the fiscal year ended December 30, 2017.
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
Name
|
|
Number
of
Shares
Acquired
on Exercise
(#)
|
|
|
Value
Realized on
Exercise ($)
|
|
|
Number
of
Shares Acquired
on
Vesting (#)
|
|
|
Value
Realized on
Vesting ($)
|
|
|
Carl E. Lee, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 SOP
|
|
|
334,078
|
|
|
|
7,012,608
|
|
|
|
—
|
|
|
|
—
|
|
|
2012 SOP
|
|
|
41,754
|
|
|
|
694,448
|
|
|
|
—
|
|
|
|
—
|
|
|
2013 SOP
|
|
|
66,255
|
|
|
|
895,165
|
|
|
|
—
|
|
|
|
—
|
|
|
2014 SOP
|
|
|
62,085
|
|
|
|
769,388
|
|
|
|
—
|
|
|
|
—
|
|
|
2015 SOP
|
|
|
55,188
|
|
|
|
441,559
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 SOP
|
|
|
46,045
|
|
|
|
362,525
|
|
|
|
—
|
|
|
|
—
|
|
|
2014 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
4,689
|
|
|
|
185,966
|
|
|
2015 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
5,373
|
|
|
|
214,060
|
|
|
2016 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
13,616
|
|
|
|
548,929
|
|
|
2017 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
11,796
|
|
|
|
480,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Driscoll
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 DIRRSU
|
|
|
—
|
|
|
|
—
|
|
|
|
4,072
|
|
|
|
206,678
|
|
|
2017 RSABD
|
|
|
—
|
|
|
|
—
|
|
|
|
8,303
|
|
|
|
322,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander W. Pease
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 SOP Special Award
|
|
|
10,101
|
|
|
|
151,313
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 RSU Special Award
|
|
|
—
|
|
|
|
—
|
|
|
|
1,450
|
|
|
|
54,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail Sharps Myers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 SOP
|
|
|
3,850
|
|
|
|
54,115
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 SOP
|
|
|
4,711
|
|
|
|
43,973
|
|
|
|
—
|
|
|
|
—
|
|
|
2015 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
375
|
|
|
|
14,940
|
|
|
2016 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
613
|
|
|
|
24,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Maples
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
235
|
|
|
|
9,362
|
|
|
2016 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
613
|
|
|
|
24,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea L. Frohning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 SOP
|
|
|
5,235
|
|
|
|
102,187
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 RSA
|
|
|
—
|
|
|
|
—
|
|
|
|
681
|
|
|
|
27,172
|
|
2017 Nonqualified Deferred Compensation
We maintain the Snyder’s-Lance, Inc. Compensation Deferral
Plan (the “SLI Deferral Plan”), which is a non-qualified deferred compensation plan, for certain employees. Each of
the NEOs was eligible to participate in the SLI Deferral Plan during fiscal year 2017. We also maintain the Snyder’s of Hanover,
Inc. Executive Deferred Compensation Plan (the “Snyder’s Deferral Plan”), which we assumed in connection with
our merger with Snyder’s of Hanover Inc. in December 2010. Mr. Lee participated in the Snyder’s Deferral Plan prior
to fiscal year 2014, and we continue to maintain the Snyder’s Deferral Plan for deferrals and amounts contributed before
2014. We refer to the SLI Deferral Plan and the Snyder’s Deferral Plan collectively as the “Deferred Compensation Plans.”
The following table sets forth information regarding the NEOs’
accounts and benefits under the Deferred Compensation Plans for fiscal year 2017.
|
Name
|
|
Plan
|
|
Executive
Contributions
in 2017 ($)(1)
|
|
|
Company
Contributions
in 2017 ($)(2)
|
|
|
Aggregate
Earnings
in 2017 ($)(3)
|
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
|
Aggregate
Balance at
12/31/2017 ($)
|
|
|
Carl E. Lee, Jr.
|
|
Snyder’s Deferral Plan
|
|
|
—
|
|
|
|
—
|
|
|
|
50,410
|
|
|
|
—
|
|
|
|
308,086
|
|
|
Brian J. Driscoll
|
|
SLI Deferral Plan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Alexander W. Pease
|
|
SLI Deferral Plan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Gail Sharps Myers
|
|
SLI Deferral Plan
|
|
|
4,119
|
|
|
|
—
|
|
|
|
3,510
|
|
|
|
—
|
|
|
|
17,997
|
|
|
John T. Maples
|
|
SLI Deferral Plan
|
|
|
51,146
|
|
|
|
—
|
|
|
|
9,137
|
|
|
|
—
|
|
|
|
79,359
|
|
|
Andrea L. Frohning
|
|
SLI Deferral Plan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
Amounts reflected in this column are also reported in the “Salary” column of the Summary Compensation Table for
2017.
|
|
|
(2)
|
All of the amounts reflected in this column are reported in the “All Other Compensation” column of the Summary
Compensation Table for 2017.
|
|
|
(3)
|
The amounts reported in this column are not reported in the Summary Compensation Table because no earnings under the Deferred
Compensation Plans are deemed to be above-market or preferential earnings.
|
SLI Deferral Plan
Under the SLI Deferral Plan, as amended effective January 1,
2012, participants may elect to defer from 1% to 60% of their annual base salary and from 1% to 90% of their annual incentive award
under our Annual Plans.
The SLI Deferral Plan does not require the Company to make profit
sharing restoration contributions for plan years beginning on or after January 1, 2012. Prior to the amendments, we were required
to make contributions to each eligible participant’s account equal to the excess, if any, of (a) the profit sharing contribution
that we would have made to the participant’s account under our tax-qualified retirement plan if the amount of the contribution
were not limited by the Internal Revenue Code of 1986, as amended (the “Code”), over (b) the amount of the profit sharing
contribution that we actually made to the participant’s account under the tax-qualified plan.
Amounts deferred by participants and contributions made by us
are deemed invested by participants in investment choices that are made available by the plan administrator, which are the same
investment choices available under our tax-qualified retirement plan.
Participants may generally select from the following payment
options for each year’s deferrals under the plan:
|
|
(a)
|
a single lump sum payment made seven months after termination of employment;
|
|
|
(b)
|
annual installments over a number of years selected by the participant (but not exceeding 10 years) beginning seven months
after termination of employment; or
|
|
|
(c)
|
a single lump sum payment made on a date selected by the participant prior to termination of employment and no earlier than
two years after the plan year to which the deferral relates.
|
Profit sharing restoration contributions under the plan are
paid in a single lump sum payment made seven months after termination of employment (unless a prior installment election was already
in effect at the time the plan was amended). If a participant dies, the participant’s account balances will be payable to
the participant’s beneficiary in a single lump sum. If a participant elects to receive annual installments, the amount payable
on each installment date will be equal to the balance in the participant’s account divided by the number of payments to be
made. Participants may also be permitted to withdraw a portion of their accounts in the event of certain unforeseeable emergencies.
Snyder’s Deferral Plan
Participants in the Snyder’s Deferral Plan could elect
to defer any fixed periodic dollar amounts or percentages of their current cash compensation, including regular salary and bonus
awards, subject to any limitations imposed by the Company. All compensation deferred by participants in the Snyder’s Deferral
Plan was contributed to a trust intended to be treated as a “grantor trust” under the Code.
Amounts deferred by a participant could be invested or deemed
invested, at the option of the Company, in investment alternatives made available by the Company.
Participants may elect to receive payments under the Snyder’s
Deferral Plan:
|
|
(a)
|
on the January 1 following a participant’s separation from service;
|
|
|
(b)
|
on a fixed date or dates elected by the participant (but no earlier than the January 1 of the third calendar year after a participant’s
initial compensation deferral under the plan);
|
|
|
(c)
|
in the event of an unforeseeable emergency;
|
|
|
(d)
|
upon participant’s disability (as defined by law);
|
|
|
(e)
|
upon participant’s death; or
|
|
|
(f)
|
on the January 1 following a change in control, within the meaning of Section 409A of the Code.
|
All payments under the Snyder’s Deferral Plan will be
made in cash or in-kind. Participants can elect to receive payments in a single lump sum payment or in annual installments over
a number of years selected by the participant (up to 10 years), except that payments made upon the disability or death of a participant
will be made in a single lump sum payment 90 days following the disability or death, as applicable. The Company will continue to
maintain the plan for participants’ accounts currently existing, but no additional deferrals or company contributions have
been made during fiscal year 2015 or will be made in future years.
2017 Potential Payments Upon Termination
or Change in Control
We have agreements and plans that require us to provide compensation
or other benefits to our NEOs in connection with events related to a termination of employment or a change in control. The following
table shows the estimated benefits payable to each named executive officer assuming each covered event occurred on December 30,
2017.
|
Name and Plans
|
|
Involuntary
Termination
Without Cause or
Voluntary
Termination for
Good Reason
|
|
|
Death
or
Disability
|
|
|
Retirement
|
|
|
Change
in
Control
|
|
|
Carl E. Lee, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement executed on April 11, 2017 and filed
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian J. Driscoll(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
1,800,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1,800,000
|
|
|
Incentive Under 2017 Annual Plan
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
|
$
|
900,000
|
|
|
Payment of 2017 AIP Target Equivalent
|
|
|
900,000
|
|
|
|
900,000
|
|
|
|
—
|
|
|
|
900,000
|
|
|
Health & Welfare Coverage
|
|
|
33,707
|
|
|
|
—
|
|
|
|
—
|
|
|
|
33,707
|
|
|
Total
|
|
$
|
3,633,707
|
|
|
$
|
1,800,000
|
|
|
$
|
900,000
|
|
|
$
|
3,633,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander W. Pease
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
936,300
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1,471,300
|
|
|
Incentive Under 2017 Annual Plan
|
|
|
401,300
|
|
|
$
|
401,300
|
|
|
$
|
401,300
|
|
|
|
401,300
|
|
|
Incentive Under 2017 Three-Year Plan
|
|
|
70,000
|
|
|
|
70,000
|
|
|
|
70,000
|
|
|
|
70,000
|
|
|
Accelerated Vesting of Stock Options
|
|
|
626,217
|
|
|
|
—
|
|
|
|
—
|
|
|
|
626,217
|
|
|
Accelerated Vesting of Restricted Stock
|
|
|
367,492
|
|
|
|
—
|
|
|
|
—
|
|
|
|
367,492
|
|
|
Vesting of Performance Stock
|
|
|
379,006
|
|
|
|
379,006
|
|
|
|
379,006
|
|
|
|
379,006
|
|
|
COBRA
|
|
|
23,896
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,896
|
|
|
Outplacement Services
|
|
|
53,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
53,500
|
|
|
Total
|
|
$
|
2,857,711
|
|
|
$
|
850,306
|
|
|
$
|
850,306
|
|
|
$
|
3,392,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gail Sharps Myers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
510,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
680,000
|
|
|
Incentive Under 2017 Annual Plan
|
|
|
170,000
|
|
|
$
|
170,000
|
|
|
$
|
170,000
|
|
|
|
170,000
|
|
|
Incentive Under 2015 Three-Year Plan
|
|
|
32,800
|
|
|
|
32,800
|
|
|
|
32,800
|
|
|
|
32,800
|
|
|
Incentive Under 2016 Three-Year Plan
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
Incentive Under 2017 Three-Year Plan
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
Accelerated Vesting of Stock Options
|
|
|
347,102
|
|
|
|
—
|
|
|
|
—
|
|
|
|
347,102
|
|
|
Accelerated Vesting of Restricted Stock
|
|
|
167,167
|
|
|
|
—
|
|
|
|
—
|
|
|
|
167,167
|
|
|
Vesting of Performance Stock
|
|
|
199,503
|
|
|
|
199,503
|
|
|
|
199,503
|
|
|
|
199,503
|
|
|
SLI Deferral Plan
|
|
|
17,997
|
|
|
|
17,997
|
|
|
|
17,997
|
|
|
|
17,997
|
|
|
COBRA
|
|
|
23,896
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,896
|
|
|
Outplacement Services
|
|
|
34,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,000
|
|
|
Total
|
|
$
|
1,574,965
|
|
|
$
|
492,800
|
|
|
$
|
492,800
|
|
|
$
|
1,744,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. Maples
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
605,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
787,500
|
|
|
Incentive Under 2017 Annual Plan
|
|
|
240,000
|
|
|
$
|
240,000
|
|
|
$
|
240,000
|
|
|
|
240,000
|
|
|
Incentive Under 2015 Three-Year Plan
|
|
|
20,600
|
|
|
|
20,600
|
|
|
|
20,600
|
|
|
|
20,600
|
|
|
Incentive Under 2016 Three-Year Plan
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
45,000
|
|
|
Incentive Under 2017 Three-Year Plan
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
Accelerated Vesting of Stock Options
|
|
|
333,417
|
|
|
|
—
|
|
|
|
—
|
|
|
|
333,417
|
|
|
Accelerated Vesting of Restricted Stock
|
|
|
160,156
|
|
|
|
—
|
|
|
|
—
|
|
|
|
160,156
|
|
|
Vesting of Performance Stock
|
|
|
222,304
|
|
|
|
222,304
|
|
|
|
222,304
|
|
|
|
222,304
|
|
|
SLI Deferral Plan
|
|
|
79,359
|
|
|
|
79,359
|
|
|
|
79,359
|
|
|
|
79,359
|
|
|
Outplacement Services
|
|
|
36,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36,500
|
|
|
COBRA
|
|
|
23,896
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,896
|
|
|
Total
|
|
$
|
1,793,732
|
|
|
$
|
634,763
|
|
|
$
|
634,763
|
|
|
$
|
1,976,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea L. Frohning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
502,200
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
669,600
|
|
|
Incentive Under 2017 Annual Plan
|
|
|
167,400
|
|
|
$
|
167,400
|
|
|
$
|
167,400
|
|
|
|
167,400
|
|
|
Incentive Under 2016 Three-Year Plan
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
Incentive Under 2017 Three-Year Plan
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
|
27,500
|
|
|
Accelerated Vesting of Stock Options
|
|
|
330,827
|
|
|
|
—
|
|
|
|
—
|
|
|
|
330,827
|
|
|
Accelerated Vesting of Restricted Stock
|
|
|
155,198
|
|
|
|
—
|
|
|
|
—
|
|
|
|
155,198
|
|
|
Vesting of Performance Stock
|
|
|
205,107
|
|
|
|
205,107
|
|
|
|
205,107
|
|
|
|
205,107
|
|
|
Outplacement Services
|
|
|
33,480
|
|
|
|
—
|
|
|
|
—
|
|
|
|
33,480
|
|
|
COBRA
|
|
|
23,896
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23,896
|
|
|
Total
|
|
$
|
1,495,608
|
|
|
$
|
450,007
|
|
|
$
|
450,007
|
|
|
$
|
1,663,008
|
|
|
|
(1)
|
Does not include equity awards received in exchange for equity awards of Diamond Foods, Inc. (“Diamond Foods”)
pursuant to the
Agreement and Plan of Merger and Reorganization, dated October 27, 2015,
by and among the Company, Diamond Foods, Shark Acquisition Sub I, Inc., a wholly-owned subsidiary of the Company and Shark Acquisition
Sub II, LLC, a wholly-owned subsidiary of the Company.
|
Ratio of the Annual Total Compensation
of the Median-Paid Employee to the CEO
For 2017, the annual total compensation
of the median compensated of all our employees who were employed as of December 30, 2017, other than our CEO, Mr. Driscoll, was
$48,251; Mr. Driscoll’s 2017 annualized total compensation was $1,806,525, and the ratio of these amounts is estimated at
1:37.
Snyder’s-Lance had two individuals
in the role of CEO during 2017. The Company elected to use the compensation of Mr. Driscoll, who was in the role of CEO as of December
30, 2017, for purposes of determining the CEO pay ratio. Mr. Driscoll became CEO on April 11, 2017. In determining Mr. Driscoll's
compensation, we adjusted the compensation reported on the Summary Compensation Table to reflect his compensation as if he were
CEO for the full calendar year, by increasing his base salary and short-term incentive payout amount, as if he had been CEO effective
January 1, 2017. The base salary used was annualized at the full year CEO rate of $900,000, and the short-term incentive award
amount used was adjusted based on the full year base salary rate, resulting in a payout of $243,000. For purposes of calculating
the CEO Pay Ratio, this resulted in total annual compensation of $1,806,525 for the CEO as opposed to the amount shown on the Summary
Compensation Table of $1,511,167.
The median employee was identified
utilizing 2017 total cash compensation (annualized for those who did not work for the full year in 2017) for all employees as of
December 30, 2017. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll
and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee
and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies,
to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay
ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different
employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating
their own pay ratios.
Compensation Committee Interlocks
and Insider Participation
Isaiah Tidwell, Peter P. Brubaker,
Lawrence V. Jackson, James W. Johnston and Dan C. Swander served on the Committee in fiscal year 2017. None of the directors who
served on the Committee in fiscal year 2017 served as one of our employees in fiscal 2017 or has ever served as one of our officers.
During fiscal year 2017, none of our executive officers served as a director or member of the compensation committee or other committee
performing similar functions of any other entity of which an executive officer served on our board of directors or the Committee.
Compensation Committee Report
The Committee has reviewed and discussed
the Compensation Discussion and Analysis with management and, based on such review and discussions, recommended to the board of
directors that that the Compensation Discussion and Analysis be included in this amendment to our Annual Report on Form 10-K for
the year ended December 30, 2017.
Submitted by the Compensation Committee
of the Board of Directors.
Isaiah Tidwell, Chairman
Peter P. Brubaker
Lawrence V. Jackson
James W. Johnston
Dan C. Swander