Bruce Wacha
B&G FoodsAbout Bruce Wacha
Bruce C. Wacha, 53, is Executive Vice President of Finance and Chief Financial Officer of B&G Foods (BGS). He joined BGS in August 2017 as EVP, Corporate Strategy & Business Development and was appointed CFO in November 2017; he oversees finance, accounting, corporate strategy, M&A, capital markets, and investor relations . Prior roles include CFO and Executive Director of Amira Nature Foods (2014–2017) and 15+ years as an investment banker at Deutsche Bank, Merrill Lynch, and Prudential Securities advising food, beverage, and consumer companies . In 2024, BGS refinanced portions of its debt, extended maturities, and reduced net debt by $29.2 million; adjusted EBITDA (non-GAAP) registered $295.4 million and the company recorded a net loss of $251.3 million, while 2024 say‑on‑pay support was ~88% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B&G Foods | EVP, Corporate Strategy & Business Development | Aug 2017–Nov 2017 | Led corporate strategy and business development prior to appointment as CFO . |
| Amira Nature Foods Ltd. | Chief Financial Officer; Executive Director | Jun 2014–Aug 2017 | Public-company CFO experience; board-level role . |
| Deutsche Bank; Merrill Lynch; Prudential Securities | Investment Banking (Food, Beverage, Consumer) | ~1999–2014 (15+ years) | Advised on M&A and capital markets across consumer sectors . |
External Roles
| Role | Organization | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | The proxy does not list external public company directorships for Mr. Wacha . |
Fixed Compensation
Multi-year summary (as reported in Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 514,962 | 540,710 | 562,339 |
| All Other Compensation ($) | 20,710 | 21,460 | 21,910 |
| Total Compensation ($) | 867,047 | 1,551,482 | 1,417,388 |
2024 perquisites breakdown:
| Component | 2024 Amount ($) |
|---|---|
| 401(k) Matching Contribution | 10,350 |
| Automobile Allowance | 10,000 |
| Cell Phone Allowance | 1,560 |
| Total | 21,910 |
Performance Compensation
Annual Bonus (2024 plan design and outcome)
- Target opportunity: 70% of base salary (threshold 17.5%; maximum 140%) .
- Corporate metrics and weights: Adjusted EBITDA 50%; Net Sales 30%; Net Working Capital 20% .
- 2024 corporate actuals and achievement vs target (applies to corporate participants, including CFO):
| Corporate Metric (2024) | Threshold | Target | Maximum | Weight | Actual | Achievement vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 294,500,000 | 310,000,000 | 325,500,000 | 50% | 295,412,876 | 29.4% |
| Net Sales ($) | 1,880,563,825 | 1,979,540,868 | 2,078,517,912 | 30% | 1,932,453,926 | 64.3% |
| Net Working Capital ($) | 638,909,765 | 608,485,490 | 578,061,216 | 20% | 586,533,780 | 172.2% |
| Weighted Corporate Achievement | — | — | — | 100% | — | 68.4% |
- CFO payout: 68.4% of target; paid $269,248 in March 2025 (target $393,637) .
| Executive | Target Bonus (% of Salary) | Corporate Achievement | Business Unit Achievement | Payout (% of Target) | Paid ($) |
|---|---|---|---|---|---|
| Bruce C. Wacha (CFO) | 70% | 68.4% | N/A | 68.4% | 269,248 |
Notes: Net Sales and Net Working Capital objectives were adjusted for Crisco oil input cost; definitions per plan .
Long-Term Incentives
- 2024–2026 Performance Share LTIAs: award size equals 25% (threshold), 50% (target), 150% (maximum) of salary; metrics are Excess Cash (50%) and ROIC (50%) over 3-year period .
- 2024 grants (3/25/2024): PS LTIAs target 26,500 shares (threshold 13,250; max 79,500), grant-date fair value $244,065; restricted stock 26,500 shares, grant-date fair value $301,040; restricted vests one-third annually over three years .
- 2022–2024 PS LTIAs: 0% earned (below threshold on cumulative Excess Cash) .
| LTIP Component | Grant/Period | Design | Metric Weighting | Shares/Value | Vesting |
|---|---|---|---|---|---|
| Performance Shares | 2024–2026 | 25%/50%/150% of salary at threshold/target/max | Excess Cash 50%; ROIC 50% | Threshold 13,250; Target 26,500; Max 79,500; FV $244,065 | Earned/settled after 3 years; pro rata on qualifying separation; pro rata at target on CoC |
| Restricted Stock | 3/25/2024 | 50% of salary at grant-date 30-day avg price | — | 26,500; FV $301,040 | 1/3 on each of 3/25/2025, 3/25/2026, 3/25/2027 |
| Performance Shares | 2022–2024 | Excess Cash | 100% Excess Cash | Earned: 0% | Lapsed |
Equity Ownership & Alignment
- Beneficial ownership: 91,328 shares; less than 1% of outstanding (79,138,243 shares outstanding) .
- Unvested restricted stock at 12/28/2024: 1,187 (2022 grant, vested 3/25/2025), 11,537 (2023 grant, vests 3/25/2025 and 3/25/2026), 26,500 (2024 grant, vests 3/25/2025–2027) .
- Unearned performance shares shown at threshold for disclosure: 8,652 (2023–2025), 13,250 (2024–2026) .
- Stock options: none outstanding or exercisable listed for Mr. Wacha as of 12/28/2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and executive officers .
- Executive ownership guidelines: none currently; executives encouraged to hold stock (board may revisit) .
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial Shares | 91,328; <1% |
| Unvested RS (by grant) | 1,187 (2012 grant tranche) ; 11,537 (2023) ; 26,500 (2024) |
| PS LTIAs (threshold disclosure) | 8,652 (2023–2025); 13,250 (2024–2026) |
| Options | None shown |
| Hedging/Pledging | Prohibited by policy |
| Exec Ownership Guidelines | Not adopted for executives |
Upcoming vesting and potential selling windows:
- 2023 RS remaining tranches: vest on 3/25/2025 and 3/25/2026; 2024 RS: vest on 3/25/2025, 3/25/2026, 3/25/2027; trades only in approved windows with pre‑clearance .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Base salary subject to annual review; eligible for annual bonus and LTI; individual disability/life; auto and cell allowances; access to employee benefit plans; agreements auto-renew one year unless terminated . |
| Non-compete/Non-solicit | One-year non-compete post voluntary resignation or termination for cause; customary restrictive covenants . |
| Severance (without cause) | 160% of base salary paid over 1 year; 1 year continued benefits (or cash value); 1 year additional pension credit; outplacement; accelerated vesting of RS; PSUs prorated post-period based on results . |
| Change-in-Control | Severance period increases to 2 years if termination follows a CoC; no excise tax gross-ups; PS LTIAs pro‑rated at target upon CoC; RS typically accelerates on qualifying termination; out‑of‑the‑money options have no value . |
| Clawback | Clawback policy (Nov 2023): recovers incentive comp upon restatement, irrespective of misconduct . |
| Insider Trading | Limited trading windows with pre‑clearance; hedging and pledging prohibited . |
Estimated severance values (as of 12/27/2024):
| Scenario | Salary Continuation ($) | Benefits ($) | Pension Credit ($) | Accelerated LTIAs ($) | Accelerated Options ($) | Accelerated RS ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination w/o Cause | 899,742 | 40,941 | 23,818 | — | — | 278,098 | 1,242,600 |
| CoC + Qualifying Termination | 1,799,485 | 81,883 | 47,637 | 144,423 | — (underwater) | 278,098 | 2,351,526 |
Compensation Structure Details (Pay-for-Performance)
- Design mix emphasizes at-risk pay via annual bonus (EBITDA, Net Sales, Working Capital) and PS LTIAs tied to Excess Cash and ROIC; 2024 payout for corporate participants was below target at 68.4%, demonstrating downside sensitivity .
- 2022–2024 PS LTIAs paid 0% due to negative excess cash as defined for compensation purposes, reinforcing stretch goals and alignment with cash generation/deleveraging .
- Independent consultant (Meridian) advises Compensation Committee; peer group includes packaged foods peers (e.g., Flowers Foods, Lamb Weston, Post) .
- Governance: double‑trigger CoC; clawback; no hedging/pledging; no executive excise tax gross‑ups; no SERP for the CEO and no new pensions post-2020 hires .
Performance & Track Record (Context for CFO)
- 2024 strategic actions: refinancing (additional $250m 8.00% secured notes due 2028; term loan extended to 2029; revolver resized/extended), retired 2025 notes; reduced net debt by $29.2m; realigned reporting into four segments .
- Pay vs Performance (company-level): 2024 adjusted EBITDA $295.4m; net loss $(251.3)m; TSR value (relative to 2019 base) at 55; compensation actually paid to NEOs declined in tandem with weaker results .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~88% of votes cast (supportive of program) .
Equity Ownership & Alignment Policies
- Executives: no formal ownership guidelines currently; directors have separate ownership requirements (4x annual cash fee) .
- Anti‑hedging/anti‑pledging: strict prohibitions reduce misalignment risk .
Compensation Peer Group
- Select peers used for survey benchmarking: McCormick, Lamb Weston, Flowers Foods, Post, TreeHouse, Utz, Hain Celestial, BellRing, J&J Snack Foods, Lancaster Colony, Simply Good Foods, Sanfilippo & Son, Hostess (legacy), Darling Ingredients .
Investment Implications
- Alignment: Bonus tied to EBITDA, sales, and working capital; LTI metrics (Excess Cash/ROIC) push deleveraging and returns discipline—fitting BGS’s balance sheet priorities and capital allocation under the CFO’s remit .
- Payout sensitivity: 2024 bonus at 68.4% of target and 0% payout for 2022–2024 PS LTIAs signal meaningful downside when cash/return targets are missed—supporting pay-for-performance and limiting windfall risk .
- Retention/M&A: Double‑trigger CoC with two‑year severance post‑CoC for terminations provides stability through transactions; no excise gross‑up reduces shareholder-unfriendly optics .
- Selling pressure: No options outstanding for Wacha and hedging/pledging prohibitions reduce forced/levered selling risk; RS vesting dates clustered on March 25 each year could create modest window‑driven liquidity, subject to trading windows and pre‑clearance .
- Ownership: Beneficial holdings are modest (<1%) with no executive ownership mandate, which tempers “skin-in-the-game” optics, although program design and policy guardrails (clawback, anti‑pledge, anti‑hedge) are strong .