UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 4, 2021
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer
On June 4, 2021, Beyond Meat, Inc. (the “Company”) announced the appointment of Philip E. Hardin, as Chief Financial Officer of the Company. Mr. Hardin is expected to join the Company on July 12, 2021. Mr. Hardin, age 46, has served as Vice President, Finance at Amazon Advertising, since March 2019 and Director, Finance, Amazon Advertising from August 2017 to March 2019. Mr. Hardin also served in various other roles at Amazon’s business divisions, including Director, Finance for EU Customer Fulfillment from February 2016 to August 2017 and Director, Investor Relations for Amazon.com from May 2014 to February 2016. He was also Director, Finance, for Kindle Content & Digital Subsidiaries from October 2011 to May 2014.
Mr. Hardin will receive an initial base salary of $440,000 per year, a one-time sign-on cash bonus of $400,000 and a settling-in payment of $125,000. The sign-on cash bonus and settling-in payment must be repaid on a pro-rata basis if Mr. Hardin does not remain employed by the Company through the one-year anniversary of his start date. He will also receive payment of or reimbursement for relocation expenses of up to $150,000 plus additional payment(s) equal to the tax withholding due on such relocation payments and such additional payments. Mr. Hardin will have the opportunity to earn an annual bonus, which for 2021 has a target amount of 60% of his 2021 base salary, pro-rated based on his start date with the Company.
Subject to the approval of the Human Capital Management and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), Mr. Hardin will be granted an option under the Company’s 2018 Equity Incentive Plan (the “Plan”) to purchase shares of the Company’s common stock valued at $1,875,000. The exercise price per share applicable to the option will be no less than the per share fair market value of the Company’s common stock on the grant date. The shares subject to the option will vest 25% on the 12-month anniversary of Mr. Hardin’s start date and 1/48th monthly thereafter, subject to Mr. Hardin’s continuous service through each vesting date. In addition, subject to the approval of the Compensation Committee, Mr. Hardin will receive a restricted stock unit award under the Plan (“RSUs”) covering shares of the Company’s common stock valued at $1,875,000. The RSUs will vest 25% on the 12-month anniversary of Mr. Hardin’s start date and 1/16th quarterly thereafter, subject to Mr. Hardin’s continuous service through each vesting date.
Subject to the approval of the Compensation Committee, Mr. Hardin will be granted in 2022 an additional option to purchase shares of the Company’s common stock valued at $1,500,000, vesting monthly over
four years on each anniversary of the grant date, and an additional award of RSUs valued at $1,500,000, vesting quarterly over four years on each anniversary of the grant date, in each case subject to Mr. Hardin’s continuous service through each vesting date.
Any option value will be converted into shares subject to an option by dividing the option value by the closing price of the Company’s common stock on the date of grant, then multiplying by two and rounding up to the nearest whole number of shares. Any RSU value will be converted into shares subject to an RSU by dividing the RSU value by the closing price of the Company’s common stock on the date of grant, rounding up to the nearest whole number of shares.
The foregoing description of Mr. Hardin’s employment terms is qualified in its entirety by reference to the full text of his offer letter, a copy of which is filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated herein by reference.
Mr. Hardin will be eligible for certain change in control severance benefits pursuant to the Company’s form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances. Mr. Hardin will also enter into the Company’s standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Hardin for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.
Mr. Hardin has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Hardin and any other person pursuant to which Mr. Hardin was named Chief Financial Officer of the Company.
A press release announcing Mr. Hardin’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Muth Consulting
As previously disclosed, Charles Muth, the Company’s Chief Growth Officer, retired effective June 4, 2021. Commencing June 5, 2021, Mr. Muth began providing transition services to the Company and will continue vesting in his outstanding equity awards for so long as his service with the Company continues.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
10.1 | ||||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND MEAT, INC. | |||||
| By: | /s/ Teri L. Witteman | ||||
| Teri L. Witteman | |||||
| Chief Legal Officer and Secretary | |||||
Date: June 10, 2021
Exhibit 10.1
119 Standard St.
El Segundo, CA 90245
June 4, 2021
Phil Hardin
[Address]
Dear Phil,
Beyond Meat, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below.
1.Position. You will start in a full-time, exempt position as the Company’s Chief Financial Officer, and you will report to Ethan Brown, the Company’s Chief Executive Officer. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.
2.TriNet HR Corporation. The Company’s benefits, payroll, and other human resource management services are provided through TriNet HR Corporation, a professional employer organization. As a result of the Company’s arrangement with TriNet, TriNet will be considered your employer of record for these purposes and your managers at the Company will be responsible for directing your work, reviewing your performance, setting your schedule, and otherwise directing your work at the Company.
3.Compensation and Employee Benefits.
(a)Base Salary. Your initial base salary will be $440,000 per year, and you will be eligible for a salary review in 2022. Your base salary will be payable on the Company’s regular payroll dates.
(b)Sign-On Cash Bonus. The Company will pay you a one-time sign-on cash bonus equal to $400,000 (the “Sign-On Bonus”) within 30 days of the date of you commence employment with the Company (the “Commencement Date”), subject to your continued employment through the payment date. You will earn, and be permitted to retain, the full amount of the Sign-On Bonus if you remain employed by the Company through the 1-year anniversary of the Commencement Date. By signing below, you acknowledge and agree that, if before such 1-year anniversary date, you terminate employment with the Company for any reason, you will be required to immediately re-pay a pro-rated portion of the Sign-On Bonus, with the pro-rated amount determined based on the total days of service that you provided during the year, no later than 30 days following the last day of your employment with the Company.
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(c)Settling-In Payment. The Company will pay you a one-time settling-in payment equal to $125,000 (the “Settling-In Payment”) within 30 days of the Commencement Date, subject to your continued employment through the payment date. You will earn, and be permitted to retain, the full amount of the Settling-In Payment if you remain employed by the Company through the 1-year anniversary of the Commencement Date. By signing below, you acknowledge and agree that, if before such 1-year anniversary date, you terminate employment with the Company for any reason, you will be required to immediately re-pay a pro-rated portion of the Settling-In Payment, with the pro-rated amount determined based on the total days of service that you provided during the year, no later than 30 days following the last day of your employment with the Company.
(d)Annual Bonus. You will be eligible to participate in the Company’s Executive Incentive Bonus Plan, with the target amount of your bonus for the 2021 calendar year equal to 60% of your base salary, pro-rated based on the Commencement Date. The Human Capital Management and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will determine in its sole and absolute discretion whether you have earned a bonus for each calendar year, including whether any applicable performance objectives have been met and the amount of the bonus. Provided thresholds and performance metrics are met, the annual bonus may pay from 0% to 200%.
(e)Severance. Like other Company executives, you will be eligible for severance pursuant to the terms of the enclosed Executive Change in Control Severance Agreement.
(f)Benefits. As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits, which are described in the employee benefit summary enclosed with this letter. In addition to Company holidays, you will be entitled to 20 days of Paid Time-Off (PTO).
(g)Annual Review. The Compensation Committee will review your compensation, along with the compensation provided to the Company’s other executives, at least annually, including without limitation, your cash compensation (base salary and bonus opportunities) and equity compensation. For purposes of clarity, in addition to the equity awards described in Section 6 below, the Compensation Committee will consider granting you additional equity awards at least annually in connection with the annual review of compensation described herein, provided the first year you will be eligible for any such equity award will be 2023.
4.Business Expenses.
(a)General. The Company will reimburse you for your necessary and reasonable business expenses incurred in connection with your duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.
(b)Relocation Assistance. In order to assist you to move yourself and your household from [Address] to the greater Los Angeles metropolitan area, the Company will arrange to provide and/or reimburse you for any of the following relocation related expenses that are incurred in connection with your move on or before September 30, 2021, up to an aggregate amount of $150,000 of such expenses (all such payments, the “Relocation Payments”):
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•airfare for one, one-way flight on a commercial airline of your choice for you and each of your family members from Seattle, WA to the greater Los Angeles metropolitan area;
•2-nights at a reasonable hotel of your choice upon your arrival in the greater Los Angeles metropolitan area;
•3-meals a day at reasonable restaurants of your choice during your 2-day hotel stay upon your arrival in the greater Los Angeles metropolitan area;
•rent for a reasonable 3-bedroom corporate apartment in the greater Los Angeles metropolitan area for up to 60 days;
•rental car for up to 60 days in the greater Los Angeles metropolitan area;
•costs to pack, unpack and move your household belongings from [Address] to the greater Los Angeles metropolitan area and storage of such belongings for up to 60 days in the greater Los Angeles metropolitan area;
•costs to move your household vehicles from [Address] to the greater Los Angeles metropolitan area;
•airfare for one, round-trip flight on a commercial airline of your choice for you and each of your family members from the greater Los Angeles metropolitan area to Seattle, WA to close on the sale of your home in Seattle, WA; and
•expenses related to identifying and obtaining appropriate education for your family in the greater Los Angeles metropolitan area.
The Relocation Payments shall be made to you in each case, as applicable, subject to your timely submission of appropriate receipts and subject to all applicable tax withholding and other required deductions. The Company further agrees to pay you an additional payment or payments equal to the tax withholding due on the Relocation Payments, as well as all tax withholding due on such additional payment or payments, such that the Relocation Payments will be tax neutral to you.
(c) Section 409A. For the avoidance of doubt and notwithstanding anything stated in this Agreement to the contrary, to the extent that any reimbursements payable or in-kind benefits provided by the Company to you under this Agreement or otherwise constitute deferred compensation under Internal Revenue Code Section 409A, the regulations and other guidance there under and any state law of similar effect, any such payments, reimbursements and/or benefits (i) will be paid no later than December 31st of the year following the year in which the expense was incurred (or, if earlier, the time required by the Company’s generally applicable policies), (ii) will not affect the amount eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) will not be subject to liquidation or exchange for another benefit.
5.Background Check. Like all Company employees, your employment is subject to a background check. As a condition of your employment with the Company, you are required to sign the Company’s enclosed background check consent form.
6.Equity Awards. Subject to the approval of the Compensation Committee, you will be granted: (a) options (“Option”) to purchase shares of the Company’s common stock (“Common Stock”), and (b) awards of restricted stock units (“RSUs”), under the Company’s 2018 Equity Incentive Plan (as such plan may be amended and restated from time to time, the
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“Plan”), as set forth in more detail below. For each Option, the number of shares of Common Stock subject to the Option will be determined by dividing the dollar value of the Option award by the Closing Price (as defined below), multiplying the resultant total by two (2), and rounding up to the nearest whole number of shares of Common Stock. For each RSU award, the number of shares to be granted will be determined by dividing the dollar value of the RSU award by the Closing Price and rounding up to the nearest whole number of shares. The Closing Price shall equal the closing price of Common Stock as reported on the NASDAQ Global Select Market for the date of grant.
(a) Initial Equity Awards. If approved, the initial Option and RSUs set forth in subsections 6(a)(i) and (ii) below will be granted the next time the Compensation Committee approves equity awards pursuant to the Plan following the Commencement Date.
i.Option. In accordance with the methodology above, you will be eligible to be granted an initial Option to purchase Common Stock valued at $1,875,000 subject to the terms and conditions of the Plan and the applicable stock option agreement. The exercise price for the Option will be no less than the fair market value of the Common Stock, as determined according to the Plan, on the grant date. Generally, the Option will vest and become exercisable over four years as follows: 25% of the total number of shares subject to the Option will vest and become exercisable on the 12-month anniversary of the Commencement Date and 1/48th of the total number of shares subject to the Option will vest and become exercisable in monthly installments thereafter, subject to your continuous service through each vesting date, as described in the applicable stock option agreement.
ii.RSUs. In accordance with the methodology above, you will be eligible to be granted an initial award of RSUs valued at $1,875,000, subject to the terms and conditions of the Plan and the applicable RSU agreement. Generally, the RSUs will vest and become non-forfeitable as follows: 25% of the RSUs will vest on the 12-month anniversary of the Commencement Date and 1/16th of the RSUs will vest in quarterly installments thereafter, subject to applicable taxes and withholdings, and subject to your continuous service through each vesting date, as described in the applicable RSU agreement.
(b) Additional Equity Awards. If approved, the additional Option and RSUs set forth in subsections 6(b)(i) and (ii) below will be granted at the same time in calendar year 2022 that the Compensation Committee approves annual refresh equity awards pursuant to the Plan for other similarly situated executives of the Company, provided you remain continuously employed by the Company through such date.
i.Option. In accordance with the methodology above, you will be eligible to be granted an additional Option to purchase Common Stock valued at $1,500,000 subject to the terms and conditions of the Plan and the applicable stock option agreement. The exercise price for the Option will be no less than the fair market value of the Common Stock, as determined according to the Plan, on the grant date. Generally, the Option will vest and become exercisable over four years as follows: 1/48th of the total number of shares subject to the Option will vest and become exercisable on each monthly anniversary of the grant date, subject to your continuous service through each vesting date, as described in the applicable stock option agreement.
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ii.RSUs. In accordance with the methodology above, you will be eligible to be granted an additional award of RSUs valued at $1,500,000, subject to the terms and conditions of the Plan and the applicable RSU agreement. Generally, the RSUs will vest and become non-forfeitable as follows: 1/16th of the RSUs will vest on each quarterly anniversary of the grant date, subject to applicable taxes and withholdings, and subject to your continuous service through each vesting date, as described in the applicable RSU agreement.
7.Confidential Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s enclosed standard Confidential Information and Invention Assignment Agreement.
8.Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Chief Executive Officer.
9.Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company. In addition, while you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
10.Taxes, Withholding and Required Deductions. All forms of compensation referred to in this letter are subject to all applicable taxes, withholding, and any other deductions required by applicable law.
11.Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter.
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If you wish to accept this offer, please sign, date and return this letter to the Company, along with the enclosed Executive Change in Control Severance Agreement and Confidential Information and Invention Assignment Agreement, on or before June 5, 2021. As required, by law, your employment with the Company is also contingent upon your providing professional references, legal proof of your identity and authorization to work in the United States. We look forward to having you join us!
Very truly yours,
BEYOND MEAT, INC.
By:/s/ Ethan Brown
(Signature)
Name: Ethan Brown
Title: Chief Executive Officer
ACCEPTED AND AGREED:
Phil Hardin
/s/ Phil Hardin
(Signature)
(Signature)
6/4/2021
Date
Date
Anticipated Start Date: 7/12/2021
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Exhibit 99.1
BEYOND MEAT® ANNOUNCES NEW EXECUTIVE LEADERSHIP APPOINTMENTS TO ACCELERATE AND SUPPORT THE COMPANY’S VISION FOR STRATEGIC GROWTH
Phil Hardin Joins as Chief Financial Officer
Deanna Jurgens Joins as Chief Growth Officer
Margaret “Jackie” Trask Joins as Chief People Officer
EL SEGUNDO, Calif., June 4, 2021 -- Beyond Meat, Inc. (NASDAQ: BYND), a leader in plant-based meat, today announced the appointments of Phil Hardin as Chief Financial Officer, Deanna Jurgens as Chief Growth Officer and Margaret “Jackie” Trask as Chief People Officer. These seasoned veterans bring extensive experience to the Beyond Meat executive leadership team to support the company's continued growth and innovation-focused culture.
“We are excited to welcome Phil, Deanna and Jackie to the Beyond Meat executive leadership team,” said Ethan Brown, President and Chief Executive Officer, Beyond Meat. “In each case, we conducted extensive searches to identify best-in-class talent and I could not be more pleased with the outcome. Whether Deanna's highly successful customer-focused leadership at PepsiCo, Jackie's impressive track record of building teams and raising the bar at JAFRA, or Phil's long tenure of strategic investing for outsized future growth at Amazon, today we've put in place key members of the team to help drive the business toward our goal of being tomorrow's global protein company."
Phil Hardin joins Beyond Meat as Chief Financial Officer after spending more than 15 years at Amazon in finance and investor relations across many business units. Mr. Hardin’s experience at Amazon, one of the world’s largest high-growth companies, aligns with Beyond Meat’s challenger-brand mentality aimed at disrupting the world’s largest food category. He most recently served as Vice President, Finance for Amazon Advertising and held several other leadership roles during his tenure at Amazon, including Director, Finance for EU Customer Fulfillment, Director, Investor Relations for Amazon.com, and Director, Finance for Kindle Content & Digital Subsidiaries. Mr. Hardin will join Beyond Meat in July 2021.
Deanna Jurgens joins Beyond Meat as Chief Growth Officer after serving as Chief Global Sales Officer at skincare company Rodan & Fields, where she was responsible for sales across the United States, Canada, Australia and Japan. Ms. Jurgens brings over 20 years of experience with a proven record of growing sales and profit through strategy, branding, marketing, operational excellence and innovative approaches. She has also held senior leadership roles across PepsiCo’s North America business during her more than 15-year career at the food and
beverage giant, most recently as Senior Vice President for Frito-Lay’s largest operating business. She was also responsible for some of PepsiCo’s largest retail customers as Vice President and General Manager for Target; Vice President of Sales for Quaker, Tropicana and Gatorade for Sam’s Club; and Vice President of Insights, Strategy and Advanced Analytics for Walmart. Ms. Jurgens is assuming the responsibilities of Chief Growth Officer effective today, upon the retirement of Charles Muth.
Margaret “Jackie” Trask joins Beyond Meat as Chief People Officer after 14 years of leading human resources and employee processes at cosmetics company JAFRA Cosmetics International, where she most recently served as Senior Vice President of Worldwide Human Resources. Ms. Trask brings more than 30 years of experience in all aspects of human resources, including talent acquisition, employee development and employee engagement. In her role at JAFRA, she led human resources for more than 2,200 employees in eleven countries and was instrumental in the organization’s launch in three countries and the consolidation of five European countries into one centralized hub. She also served as a member of JAFRA’s Executive Committee. Prior to JAFRA, she served as Vice President of Human Resources & Facilities at Triad Financial Corporation and was a Compensation Consultant with Hay Management Consultants and Towers Perrin (now Willis Towers Watson). Ms. Trask joined Beyond Meat in March 2021.
Contact:
Media:
Shira Zackai
shira.zackai@beyondmeat.com
Investors:
Fitzhugh Taylor and Raphael Gross
beyondmeat@icrinc.com
About Beyond Meat
Beyond Meat, Inc. (NASDAQ:BYND) is one of the fastest growing food companies in the United States, offering a portfolio of revolutionary plant-based proteins made from simple ingredients without GMOs, bioengineered ingredients, hormones, antibiotics or cholesterol. Founded in 2009, Beyond Meat products are designed to have the same taste and texture as animal-based meat while being better for people and the planet. Beyond Meat’s brand commitment, Eat What You Love™, represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based protein, we can positively impact four growing global issues: human health, climate change, constraints
on natural resources and animal welfare. As of March 2021, Beyond Meat had products available at approximately 118,000 retail and foodservice outlets in over 80 countries worldwide. Visit www.BeyondMeat.com and follow @BeyondMeat, #BeyondBurger and #GoBeyond on Facebook, Instagram and Twitter and @BeyondMeatOfficial on TikTok.
Beyond Meat Forward Looking Statements
Certain statements in this release constitute “forward-looking statements.” These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Beyond Meat believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2021, and the Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 2021 filed with the SEC on May 13, 2021, as well as other factors described from time to time in Beyond Meat’s filings with the SEC. Such forward-looking statements are made only as of the date of this release. Beyond Meat undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
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