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): December 8, 2021
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Emerging growth company ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On December 8, 2021, Beyond Meat, Inc. (the “Company”) announced that Douglas W. Ramsey, age 53, has been appointed Chief Operating Officer of the Company. Prior to joining the Company, Mr. Ramsey worked at Tyson Foods, Inc., which he joined in 1992 until December 1, 2021. He was most recently Head of Retail Poultry Operations from May 2021 until December 2021, President, Global McDonalds Business from January 2019 to April 2021, Group President Poultry from August 2017 to January 2019, President of Poultry from March 2017 to August 2017 and Senior Vice President/General Manager of Big Bird Value Added from April 2014 to March 2017.
Pursuant to an offer letter, Mr. Ramsey will receive an annual base salary of $475,000 and will have the opportunity to earn an annual bonus with a target amount of 100% of his base salary, pro-rated based on his start date with the Company. In addition, Mr. Ramsey will receive a sign-on cash bonus of $450,000, provided he must repay a pro-rated portion of the sign-on bonus if for any reason his employment terminates within one year of his start date. Mr. Ramsey will also receive an additional sign-on cash bonus of $275,000 following the first anniversary of his start date, provided he must repay a pro-rated portion of this second sign-on bonus if for any reason his employment terminates prior to the two-year anniversary of his start date.
Mr. Ramsey will also receive an option under the Company’s 2018 Equity Incentive Plan (the “Plan”) to purchase shares of the Company’s common stock equal to $4,250,000, divided by the closing price of the Company’s common stock on the date of grant, then multiplied by 2 and rounded up to the nearest whole number of shares. The shares subject to the option will vest over four years, with 25% of the total number of shares vesting and becoming exercisable on the 12-month anniversary of Mr. Ramsey’s start date and 1/48th of the total number of shares vesting and becoming exercisable on each monthly anniversary thereafter, subject to his continuous service through each vesting date.
In addition, Mr. Ramsey will receive a restricted stock unit award (the “RSUs”) under the Plan covering shares of the Company’s common stock equal to $4,250,000, divided by the closing price of the Company’s common stock on the grant date, rounded up to the nearest whole number of shares. The RSUs will vest over four years, with 25% vesting on the 12-month anniversary of Mr. Ramsey’s start date and 1/16th of the RSUs vesting in quarterly installments thereafter, subject to his continuous service through each vesting date.
He will also receive an additional award of RSUs under the Plan covering shares of the Company’s common stock equal to $8,500,000, divided by the closing price of the Company’s common
stock on the grant date, rounded up to the nearest whole number of shares. The RSUs will vest over two years, with 1/8th vesting on the three-month anniversary of his start date and 1/8th vesting on each three-month anniversary thereafter, subject to his continuous service through each vesting date.
Beginning in 2025, if approved by the Human Capital Management and Compensation Committee, Mr. Ramsey will be eligible to receive the following annual awards under the Plan:
(1) an option to purchase shares of the Company’s common stock with a target value of $1,750,000, with the actual grant date value being higher or lower based on performance. Generally, the shares subject to the option will vest over four years, with 25% of the total number of shares vesting and becoming exercisable on the 12-month anniversary of the grant date and 1/48th of the total number of shares vesting and becoming exercisable on each monthly anniversary thereafter, subject to his continuous service through each vesting date; and
(2) RSUs with a target value of $1,750,000, with the actual grant date value being higher or lower based on performance. Generally, the RSUs will vest over four years, with 25% vesting on the 12-month anniversary of the grant date and 1/16th of the RSUs vesting in quarterly installments thereafter, subject to his continuous service through each vesting date.
The Company will also adopt a non-qualified deferred supplemental executive retirement plan for Mr. Ramsey and contribute $1,000,000 to the plan, provided that 1/5th will vest upon each annual anniversary of his start date, subject to his continuous service through each vesting date. The vested portion of the payment will be paid at a time or times, and/or upon an event or events, that will be specified by Mr. Ramsey in compliance in all respects with Section 409A of the Internal Revenue Code of 1986, as amended.
The foregoing description of Mr. Ramsey’s employment terms is qualified in its entirety by reference to the full text of his offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In addition, Mr. Ramsey 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.
The Company will enter into the Company’s standard form of indemnification agreement for directors and executive officers with Mr. Ramsey, which requires the Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request.
Mr. Ramsey 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. Ramsey and any other person pursuant to which Mr. Ramsey was appointed Chief Operating Officer of the Company.
A copy of the press release announcing Mr. Ramsey’s appointment is attached hereto as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover page interactive data file (embedded with 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: December 8, 2021
Exhibit 10.1
119 Standard St.
El Segundo, CA 90245
November 5, 2021
Douglas W. Ramsey 1538 Reed Valley Road Fayetteville, AR 72704
Dear Doug,
Beyond Meat, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below, which offer has been reviewed and approved by the Human Capital Management and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).
1.Position. You will start in a full-time, exempt position as the Company’s Chief Operating Officer, and you will report to Ethan Brown, the Company’s Chief Executive Officer. You will be based out of our Columbia, Missouri facility, making regular trips to the Company’s headquarters in El Segundo, CA. Additionally, you will travel to our different facilities and meet with clients to nurture new business opportunities. All business travel and approved expenses will be paid by the Company according to our policies and practices. 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. Beyond Meat’s business arrangement with TriNet will end on December 31, 2021. As of January 1, 2022, the Company’s benefits, payroll and other human resource management services will be provided by the Company and the Company will be your employer of record.
3.Compensation and Employee Benefits.
(a)Base Salary. Your initial base salary will be $475,000 per year, and you will be eligible for a salary review in 2023. Your base salary will be payable on the Company’s regular payroll dates.
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(b)First Year Sign-On Cash Bonus. The Company will pay you a sign-on cash bonus equal to $450,000 (the “First Year Sign-On Bonus”) within 30 days of the date in which 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 First Year 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 First Year Sign-On Bonus, with the pro-rated amount determined based on the total days of service that you provided during the first year following the Commencement Date, no later than 30 days following the last day of your employment with the Company.
(c)Second Year Sign-On Cash Bonus. The Company will pay you an additional sign-on cash bonus equal to $275,000 (the “Second Year Sign-On Bonus”) within 30 days following the first annual anniversary 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 Second Year Sign-On Bonus if you remain employed by the Company through the 2-year anniversary of the Commencement Date. By signing below, you acknowledge and agree that, if before such 2-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 Second Year Sign-On Bonus, with the pro-rated amount determined based on the total days of service that you provided during the second year following the Commencement Date, 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 equal to 100% of your base salary (earned on a quarterly basis), pro-rated based on the Commencement Date. The Compensation Committee will determine in its sole and absolute discretion whether you have earned a bonus for each measurement period, including whether any applicable performance objectives have been met and the amount of the bonus. Provided thresholds and performance metrics are met, the bonus (now quarterly) may pay from 0% to 200%. The annual bonus target of 100% is currently paid quarterly. Quarters 1, 2 and 3 are 20% each and quarter 4 is 40%.
(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).
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(g)Supplemental Executive Retirement Plan. The Company will adopt a non- qualified deferred compensation supplemental executive retirement plan, and contribute
$1,000,000 for your benefit to such plan, on such terms as are mutually agreeable to you and the Company, provided such contribution shall vest based on your continuous employment with the company in equal annual installments, with 1/5th vesting upon each annual anniversary of the Commencement Date.
(h)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 we anticipate your next equity compensation review will be no later than three years after your Commencement Date.
4.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 background check consent form which will be sent separately.
5.Equity Awards. 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 “Plan”), as set forth in more detail below. For each Option described below, 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 described below, 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. The Option and RSUs set forth in subsections 5(a) and (b) below will be granted the next time the Compensation Committee approves equity awards pursuant to the Plan following the Commencement Date.
(a)New-Hire Equity Awards.
(i)New-Hire Option. In accordance with the methodology above, you will be granted an Option to purchase Common Stock valued at $4,250,000 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
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monthly installments thereafter, subject to your continuous service through each vesting date, as described in the applicable stock option agreement.
(ii)New-Hire RSUs. In accordance with the methodology above, you will be granted an award of RSUs valued at $4,250,000, 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)Sign-On RSUs. In accordance with the methodology above, you will be granted an additional award of RSUs valued at $8,500,000, 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: 1/8th of the RSUs will vest on the 3-month anniversary of the Commencement Date and on each 3-month anniversary thereafter, subject to applicable taxes and withholdings, and subject to your continuous service through each vesting date, as described in the applicable RSU agreement.
(c)Additional Equity Awards. If approved, beginning in 2025, the additional Option and RSUs set forth in subsections 5(c)(i) and (ii) below will be granted at the same time each calendar year 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 Option to purchase Common Stock with a target value of $1,750,000 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 grant 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. The actual grant date value of the option award may be higher or lower based on performance.
(ii)RSU. In accordance with the methodology above, you will be eligible to be granted an award of RSUs with a target value of $1,750,000, 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 grant date and 1/16th of the RSUs will vest in quarterly installments thereafter, subject to
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applicable taxes and withholdings, and subject to your continuous service through each vesting date, as described in the applicable RSU agreement. The actual grant date value of the RSU award may be higher or lower based on performance.
6.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.
7.Indemnification Agreement. Like all similarly situated Company officers, the Company will enter into the Company’s enclosed standard Indemnification Agreement with you. You will also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future for similarly situated Company officers.
8.COVID-19. The Company has adopted a COVID-19 vaccination policy to safeguard the health and well-being of our employees. As a condition of employment, U.S. employees who (a) physically enter a Beyond Meat facility in the United States, (b) represent Beyond Meat at work-related events, including but not limited to trade shows and product demonstrations, or (c) physically enter customer or potential customer sites in connection with their work for Beyond Meat must be Fully Vaccinated, unless a reasonable accommodation has been approved. "Fully Vaccinated” means two (2) weeks after the second shot (if Moderna or Pfizer) or single shot (if Johnson & Johnson). Accordingly, you must be Fully Vaccinated or have an approved accommodation prior to your start date to be eligible to work for the Company.
9.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.
10.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.
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11.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.
12.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.
[Signature Page Follows]
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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, Confidential Information and Invention Assignment Agreement and Indemnification Agreement, on or before November 8, 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:
/s/ Douglas W. Ramsey
(Signature)
11-6-2021
Date
Start Date: December 6, 2021
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Exhibit 99.1
Beyond Meat Appoints Protein Industry Veterans to Top Executive Roles as the Company Accelerates its Global Growth Strategy
Doug Ramsey and Bernie Adcock join from Tyson Foods as Chief Operating Officer and Chief Supply Chain Officer as Beyond Meat further prepares to serve its global partners, customers, and consumers
El Segundo, CA, December 8, 2021 - Beyond Meat, Inc.(NASDAQ: BYND) (“Beyond Meat” or “the Company”), a leader in plant-based meat, today announced the appointment of two food industry veterans to its executive leadership team. Doug Ramsey joins as Chief Operating Officer following three decades at Tyson Foods where he oversaw the company’s poultry and McDonald’s businesses. Bernie Adcock joins in the newly created role of Chief Supply Chain Officer following more than three decades of experience in operations and supply chain management at Tyson Foods, and will report to Ramsey.
Ramsey and Adcock join as Beyond Meat, the #1 selling plant-based meat brand in the refrigerated category at retail and across total foodservice in the U.S.1, is aggressively scaling production and commercialization in the US, EU, and China. The pair will be instrumental in growing Beyond Meat’s operations, supply chain, and manufacturing, and driving efficiencies to unlock cost-savings as the Company pursues its long-term goal of price parity with animal protein. These hires come at a time of rapid innovation and commercialization for the Company, with more than a dozen new products introduced in just the last two years.
“After a long and careful search, I could not be more thrilled to announce the arrival of Doug Ramsey and Bernie Adcock at Beyond Meat. Doug and Bernie bring a proven track record of impressive operational excellence in the protein industry that our global partners, customers, and consumers expect and deserve,” said Ethan Brown, Founder and CEO, Beyond Meat. “As we’ve made clear, we are investing today in tomorrow’s growth, whether by adding to our best-in-class management team or by building out operations around the world, to advance our vision of being the global protein company of the future.”
Ramsey joins Beyond Meat as Chief Operating Officer after 30 years at Tyson Foods. He began at Tyson in 1992, eventually holding several top leadership positions, including Group President of Poultry. In this role, he oversaw all domestic poultry business units, driving market share through strategic integrated planning, business acquisitions and integration, lean manufacturing, and cost reduction. He also served as President of the Global McDonald’s Business, overseeing sales, operations, and marketing for one of Tyson’s key customers.
1 #1 selling refrigerated plant-based meat brand in retail (SPINS) and #1 selling plant-based meat brand in total foodservice excluding Food Stores & Large Chains (NPD) YTD ending October 31, 2021
“Beyond Meat is the gold standard in the plant-based meat industry and I am proud to join in its mission to produce delicious products that are healthier for our customers and more sustainable for our planet,” said Ramsey. “I’m thrilled to be a part of a company that is constantly innovating and delivering high-quality products to some of the world’s most prominent foodservice and retail customers.”
Adcock joins Beyond Meat as Chief Supply Chain Officer after 31 years at Tyson Foods. He most recently served as Chief Supply Chain Officer, helping to scale the company’s poultry business through cross-functional strategic oversight and the integration of innovative technologies across the supply chain.
“I’m delighted to join Beyond Meat at a moment when the company is rapidly scaling for strategic partners, customers, and consumer demand in the US and globally,” said Adcock. “I am looking forward to supporting the Company’s planned growth through the expansion of supply chain capacity domestically and in high-potential markets like the EU and China.”
Beyond Meat continues to advance its mission of increasing accessibility to its plant-based meat products globally. In 2021 alone, Beyond Meat announced partnerships with some of the world’s top quick-serve restaurants, including McDonald’s and Yum! Brands, and established a joint venture with PepsiCo to develop, produce, and market innovative snack and beverage products made from plant-based protein. The appointments of Ramsey and Adcock are the latest examples of Beyond Meat’s commitment to operational excellence and scaling its business globally to make a positive impact on human health, climate, constraints on natural resources, and animal welfare.
About Beyond Meat
Beyond Meat, Inc. (NASDAQ: BYND) is one of the fastest growing publicly-traded 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 September 2021, Beyond Meat had products available at approximately 128,000 retail and foodservice outlets in over 85 countries worldwide. Visit www.BeyondMeat.com and follow @BeyondMeat, #BeyondBurger and #GoBeyond on Facebook, Instagram, Twitter and TikTok.
Beyond Meat Forward Looking Statements
Certain statements in this release constitute “forward-looking statements.” Forward-looking statements include statements regarding the company’ growth plans, including expansion of the company’s supply chain and operational capacity, and 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 October 2, 2021 filed with the SEC on November 12, 2021, as well as other factors described from time to time in the Company's other 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.
Media Contact
Shira Zackai
Shira.Zackai@beyondmeat.com