Not independent
Tenure on this board
6.5 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; ratification of KPMG LLP as independent registered public accounting firm; and advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect two Class III directors (Russell Diez-Canseco and Kelly J. Kennedy) to serve three-year terms until the 2029 annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 27, 2026.
Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation disclosures for fiscal year 2025, including the Compensation Discussion and Analysis, tables, and narrative. Management is seeking shareholder approval to confirm support for its pay-for-performance philosophy and the specific design choices made for 2025 compensation, which included base salary adjustments, a target mix of 50% performance stock units (PSUs) and 50% time-vesting restricted stock units (RSUs) for long-term incentives, and a significant at-risk component (approximately 78.9% of CEO target pay and 67.0% for other NEOs). The PSUs use multi-year financial metrics (net revenue and Adjusted EBITDA Margin measured over a three-year performance period ending in fiscal 2027) with payout ranges from 0% to 200% of target, and the annual incentive was calculated as 93% achieved for 2025 based on net revenue and Adjusted EBITDA outcomes. Contextually, the Company emphasizes alignment with stockholders through stock ownership guidelines, clawback provisions, and an independent Compensation Committee that engages an outside consultant; it also notes strong prior say-on-pay support (93.1% in 2025). The board recommends a FOR vote on the basis that the program supports retention, aligns incentives with long-term value creation, and balances short- and long-term performance goals while incorporating governance safeguards. Because the vote is advisory, it will not directly change compensation but will inform the Board’s future decisions; the Board and Compensation Committee state they will consider the vote’s outcome and engage with stockholders as appropriate. For sophisticated evaluation, key considerations include the robustness of the performance metrics (net revenue and Adjusted EBITDA Margin), the multi-year cliff for PSUs which concentrates long-term alignment but creates binary outcomes until vesting, the relatively high percentage of at-risk pay which amplifies pay-for-performance, and governance features such as tenure limits, director resignation policy, and enhanced stock ownership guidelines that together reduce agency risk. Investors should weigh the non-binding nature of the vote, the Company’s historical operating performance and capital investments (e.g., expansion of processing capacity and farm network growth), and potential dilution from equity programs when assessing whether the advisory approval meaningfully endorses management’s compensation strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Van Berkom Associates Inc. | 10.56% | 4,523,066 | $64M |
| 2 | BlackRock, Inc. | 9.17% | 3,927,180 | $55M |
| 3 | PRINCIPAL FINANCIAL GROUP INC | 5.02% | 2,150,488 | $30M |
| 4 | WASATCH ADVISORS LP | 4.51% | 1,933,119 | $27M |
| 5 | MILLENNIUM MANAGEMENT LLC | 4.08% | 1,750,203 | $25M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.88% | 1,664,475 | $24M |
| 7 | GOLDMAN SACHS GROUP INC | 3.70% | 1,585,060 | $22M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 1,583,980 | $22M |
| 9 | STATE STREET CORP | 3.16% | 1,354,550 | $19M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 3.11% | 1,331,570 | $19M |
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