Casey Keller
B&G FoodsAbout Casey Keller
Kenneth C. “Casey” Keller (age 63) is President, Chief Executive Officer, and Director of B&G Foods (BGS) since June 2021. He brings CEO and global CPG leadership experience from JDE Peet’s, Peet’s Coffee, Wm. Wrigley (Mars), Heinz, Alberto Culver, and P&G, with a strong M&A and operational background . Under his tenure, B&G executed a 2024 debt refinancing (extended maturities to 2027–2029) and reduced net debt by $29.2mm; the company also realigned into four operating segments and paid $60.0mm in dividends for FY2024 . Company long-run metrics since IPO show 8.6% net sales and 7.5% adjusted EBITDA CAGRs; however, near-term TSR has been pressured (see “Performance & Track Record”) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JDE Peet’s NV | President & CEO | Jan–Sep 2020 | Led merger of JDE and Peet’s and successful IPO (May 2020) . |
| Peet’s Coffee | President & CEO | Aug 2018–Dec 2019 | Led premium specialty coffee growth pre-merger with JDE . |
| Wm. Wrigley Jr. Co. (Mars) | Global President; earlier President North America/Americas | 2011–2018 | Drove global category and brand leadership in confections . |
| Alberto Culver USA | President | 2008–2011 | Led business until acquisition by Unilever . |
| H.J. Heinz Company | Division Head (U.S. Ketchup/Condiments/Sauces); CEO Heinz Italy | Prior | Ran core U.S. business; international CEO role . |
| Procter & Gamble | Early career | Prior | Brand management foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cott Corporation | Director; Audit Committee member | Oct 2017–Aug 2018 | Public company board experience . |
Fixed Compensation
| Year | Base Salary ($) | Perquisites/Other ($) | Detail |
|---|---|---|---|
| 2024 | 1,188,600 | 28,810 | 401(k) match $17,250; auto allowance $10,000; cell phone $1,560 . |
| 2023 | 1,132,000 | 28,060 | 401(k) match $16,500; auto $10,000; cell $1,560 . |
| 2022 | 1,081,500 | 26,810 | 401(k) match $15,250; auto $10,000; cell $1,560 . |
- CEO is not eligible for BGS’s defined benefit pension (plan closed to new hires post‑2020) .
Performance Compensation
2024 Annual Bonus Plan (CEO)
- Target opportunity: 100% of base salary (threshold 25%, max 200%) .
- Payout achieved: 68.4% of target based on corporate results (no business unit overlay for CEO) .
| Corporate Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Achievement vs Target | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 50% | 294,500,000 | 310,000,000 | 325,500,000 | 295,412,876 | 29.4% | 14.7% . |
| Net Sales ($) | 30% | 1,880,563,825 | 1,979,540,868 | 2,078,517,912 | 1,932,453,926 | 64.3% | 19.3% . |
| Net Working Capital ($, 12-mo avg; lower is better) | 20% | 638,909,765 | 608,485,490 | 578,061,216 | 586,533,780 | 172.2% | 34.4% . |
| Total | 100% | — | — | — | — | — | 68.4% . |
- 2024 bonus paid (Non-Equity Incentive Plan Compensation): $813,002, consistent with 68.4% of $1,188,600 target .
Long-Term Incentive Awards (LTI)
- Program mix in 2024 grants: 50% Performance Shares (PSUs) + 50% Restricted Stock (RS) at target .
- 2024–2026 PSUs: metrics split 50% Excess Cash and 50% ROIC; payout range 50%–300% of target shares .
- CEO 2024 grants:
- PSUs: Threshold 74,217 sh; Target 148,434 sh; Max 445,302 sh; grant date fair value $1,367,077 .
- RS: 148,434 sh; grant date fair value $1,686,210; vests one‑third on 3/25/2025, 3/25/2026, 3/25/2027 .
- Prior performance cycle outcome: 2022–2024 PSUs paid 0% (below threshold cumulative Excess Cash) .
2023 Special Option Awards (one-time)
- 252,000 options @ $14.02; 273,000 @ $19.63; 375,000 @ $25.24; vest 1/3 on 1/31/2026, 1/31/2027, 1/31/2028 .
- As of FY2024 year-end, all were out-of-the-money (stock $7.09 on 12/27/2024) .
CEO Total Comp (Summary)
| Year | Salary ($) | Bonus (NEIP) ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,188,600 | 813,002 | 3,053,287 | — | 28,810 | 5,083,699 . |
| 2023 | 1,132,000 | 1,383,304 | 3,002,986 | 2,412,289 | 28,060 | 7,958,638 . |
| 2022 | 1,081,500 | — | 1,304,964 | — | 26,810 | 2,413,274 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 496,742 shares; <1% of outstanding (79,138,243) . |
| Options – exercisable | 228,882 options @ $34.07 (6/14/2021 grant) . |
| Options – unvested | 900,000 options from 2023 grants (see above) . |
| Options – moneyness | All listed option tranches were OTM at $7.09 YE 2024; no intrinsic value . |
| Unvested RS – schedule | 2022 grant remaining 4,675 (vested 3/25/2025); 2023 grant 71,119 (vests 3/25/2025 & 3/25/2026); 2024 grant 148,434 (vests 3/25/2025–2027) . |
| PSUs | 2023–2025 and 2024–2026 cycles outstanding; 2022–2024 paid 0% . |
| Hedging/Pledging | Hedging prohibited; margin accounts and pledging prohibited for directors and executive officers (policy filed) . |
| Exec ownership guidelines | None currently for executives; directors have 4x cash retainer guideline . |
| Trading windows | Limited windows with mandatory pre-clearance for insiders . |
Implications:
- Near-term insider selling pressure primarily from RS vesting dates (Mar 25, 2025–2027); options are OTM, reducing option-driven selling risk at current levels .
Employment Terms
| Term | CEO Detail |
|---|---|
| Start / Role | CEO and Director since June 2021 . |
| Agreement | Employment agreement with automatic 1-year renewals; 60 days’ notice for resignation; similar notice for termination without cause . |
| Non-compete | One year post voluntary resignation or termination for cause (U.S. food manufacturers) . |
| Severance (no CIC) | 200% of base salary + 1 year benefits; RS acceleration included; PSUs paid pro rata after period completion; no option acceleration (unvested options forfeit) . |
| Severance (post CIC) | Cash/benefits severance period increases to 2 years; no excise tax gross-up; options (unvested) would have vested upon CIC at YE 2024 but were OTM; RS acceleration included; PSUs: pro rata target shares upon CIC (single-trigger on CIC for PSUs) . |
| Clawback | Board-adopted Nov 2023; recovers incentive comp after required restatements regardless of misconduct; filed as exhibit . |
| 401(k) | For post-2020 hires: 100% match up to 5% of pay; CEO eligible (not in pension) . |
Board Governance
- Board service: Employee director since 2021; no separate director pay (employee directors receive no board compensation) .
- Leadership: Independent Chair (Stephen C. Sherrill); BGS mandates separation of Chair and CEO roles (since 2014), mitigating dual-role risks .
- Committees: CEO is not listed as a member of Audit, Compensation, Nominating & Governance, CSR, or Risk committees (maintains independence of oversight) .
- Attendance: Board met five times in FY2024; all directors attended ≥75% of meetings .
- Independence: CEO is not independent; board majority/committees are independent per NYSE/SEC rules .
Say-on-Pay and Shareholder Feedback:
- 2024 say-on-pay support: ~88% approval; program consistent with prior year .
Compensation Peer Group Practices:
- Compensation committee uses Meridian for peer surveys; peers include McCormick, Lamb Weston, Post, Flowers, Hain, TreeHouse, Utz, Simply Good Foods, BellRing, J&J Snack Foods, Lancaster Colony, Darling Ingredients, Sanfilippo & Son, Hostess (at the time) .
Related Party Transactions:
- None for FY2024 involving directors or executive officers .
Performance & Track Record
Capital and Portfolio Actions in 2024:
- Issued $250mm 8.00% senior secured notes (2028), refinanced term loan (reduced to $450mm; extended to 2029), downsized/extended revolver to $475mm (2028), redeemed $265.4mm 2025 notes; reduced net debt by $29.2mm; realigned into four segments; paid $60.0mm in dividends .
Pay vs Performance and TSR:
- BGS $100 investment value (TSR) by year-end: 2021 $194; 2022 $76; 2023 $77; 2024 $55, reflecting shareholder value pressure over the last three years .
- Compensation Actually Paid to CEO decreased 85.3% in 2024 vs prior year, aligning with declines in TSR, net income, and adjusted EBITDA .
Compensation Structure Analysis
- 2022–2024 PSUs paid 0% (negative “Excess Cash” result as defined), indicating stringent long-term targets; 2024 annual bonus paid 68.4% of target, primarily driven by strong working capital management offsetting shortfalls in EBITDA and sales .
- 2024 LTI mix shifted to 50% PSUs / 50% RS; no executive stock options in 2024 (after a one-time 2023 option grant), lowering risk relative to options and increasing retention through time-based RS .
- Governance- and shareholder-friendly features: double-trigger cash severance on CIC; no excise tax gross-up; clawback; anti-hedging and no-pledging; no SERP for executive officers; rigorous independent committee oversight with external advisor .
Equity Ownership & Alignment Table (Detail)
| Component | Amount | Notes |
|---|---|---|
| Beneficial shares | 496,742 | <1% of 79,138,243 outstanding . |
| Options exercisable | 228,882 | @ $34.07; 6/14/2021 grant . |
| Options unvested | 900,000 | 2023 special grants; vest 2026–2028 . |
| Unvested RS (2022) | 4,675 | Vested 3/25/2025 . |
| Unvested RS (2023) | 71,119 | Vest 3/25/2025 & 3/25/2026 . |
| Unvested RS (2024) | 148,434 | Vest 3/25 annually through 2027 . |
| PSUs outstanding | 2023–2025; 2024–2026 | Metrics: Excess Cash & ROIC; 50%/50% weights for 2024–2026 . |
| Hedging/Pledging | Prohibited | Per insider trading policy . |
| Exec stock ownership guidelines | None | Board monitors; directors have 4x cash fee guideline . |
Employment Terms (Severance & CIC Economics)
| Scenario | Cash/Benefits | Equity Treatment |
|---|---|---|
| Termination without Cause | 200% of base salary + ~1 year benefits; outplacement; no options acceleration | RS accelerate; PSUs paid pro rata after period; unvested options forfeit . |
| Termination following Change in Control | Two years cash/benefits (double‑trigger); no excise tax gross-up | At YE2024: options would vest upon CIC but were OTM; RS accelerate; PSUs: pro rata target shares upon CIC (single‑trigger for PSUs) . |
Board Service Considerations (Dual-Role Implications)
- Keller serves as CEO and Director, but not as Chair; BGS mandates separation of CEO and Chair, and maintains an independent Chair (Sherrill), which addresses common concerns around combined CEO/Chair roles .
- CEO does not sit on key oversight committees (Audit, Compensation, Nominating & Governance, Risk), supporting independent oversight .
Investment Implications
- Alignment: Strong set of governance guardrails (double-trigger severance, clawback, anti-hedging/pledging) and no executive stock ownership requirements may be a modest gap; however, CEO holds meaningful equity and has multiple RS and PSU cycles outstanding, aligning medium-term incentives .
- Selling pressure: Expect vest-related activity around March 25 each year (2025–2027); options are OTM at YE2024, lowering option-related sales risk near term .
- Pay-for-performance: 0% payout on 2022–2024 PSUs and sub-target 2024 bonus (68.4%) indicate discipline; 2024–2026 PSUs using Excess Cash and ROIC should incentivize deleveraging, capital efficiency, and cash generation—key equity drivers given refinancing and reduced near-term maturities .
- Execution risk: TSR has declined over 2022–2024; successful delivery on ROIC/Excess Cash targets, further working capital efficiency, and segment execution are needed to re-rate shares and bring long-term compensation realizations back in line .
- Shareholder sentiment: 88% say-on-pay approval suggests investor acceptance of the program design; continued transparent linkage to cash and ROIC targets remains important .