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Ellen Schum

Executive Vice President and President of Specialty at B&G FoodsB&G Foods
Executive

About Ellen Schum

Ellen M. Schum is Executive Vice President and President of Specialty at B&G Foods, a role she has held since August 2022; she previously served as VP, U.S. Retail Sales (2018–2019) and EVP & Chief Customer Officer (2019–2022) . She is 59 years old as of March 25, 2025 . Her background spans 24 years at Nabisco and Kraft across finance and sales leadership (culminating as Area Vice President—East) and senior operating roles at Schuman Cheese (EVP Sales & Marketing 2014–2016; COO 2017–2018) . B&G’s incentive design under her tenure emphasizes pay-for-performance with corporate and business-unit metrics (Adjusted EBITDA, Net Sales, Net Working Capital; plus segment Adjusted EBITDA, segment Net Sales, and segment Inventory) , alongside three-year performance share LTIAs tied to excess cash and ROIC beginning with 2024–2026 awards . Company context: since the 2004 IPO, B&G’s net sales and adjusted EBITDA CAGRs were 8.6% and 7.5%, respectively; in 2024 the company realigned reporting into Specialty, Meals, Frozen & Vegetables, and Spices & Flavor Solutions .

Past Roles

OrganizationRoleYearsStrategic Impact
B&G FoodsEVP & President, SpecialtyAug 2022–Present Leads Specialty business unit; senior operating leadership
B&G FoodsEVP & Chief Customer OfficerMar 2019–Aug 2022 Customer leadership; sales/commercial strategy
B&G FoodsVP, U.S. Retail SalesJul 2018–Mar 2019 Retail sales leadership
Schuman Cheese Inc.COO2017–2018 Operations leadership
Schuman Cheese Inc.EVP Sales & Marketing2014–2016 Sales/marketing leadership
Nabisco/Kraft FoodsFinance (5 yrs), Sales (19 yrs); Area VP—East24 years total Progressive finance and sales leadership culminating in area VP

External Roles

No external public company directorships or committee roles for Ms. Schum are disclosed in the latest proxy biography .

Fixed Compensation

MetricFY 2022FY 2023FY 2024
Base Salary ($)$415,641 $446,250 $468,563
401(k) Matching ($)$9,150 $9,900 $10,350
Automobile Allowance ($)$10,000 $10,000 $10,000
Cell Phone Allowance ($)$1,560 $1,560 $1,560
All Other Compensation Total ($)$20,710 $21,460 $21,910

Performance Compensation

Annual Bonus Plan — Design and 2024 Results (Business Unit Participant: Specialty)

MetricThresholdTargetMaximumWeight in Ellen’s PlanActualPayout vs Target
Corporate Adjusted EBITDA ($)$294,500,000 $310,000,000 $325,500,000 15% $295,412,876 29.4%
Corporate Net Sales ($)$1,880,563,825 $1,979,540,868 $2,078,517,912 9% $1,932,453,926 64.3%
Corporate Net Working Capital ($)$638,909,765 $608,485,490 $578,061,216 6% $586,533,780 172.2%
Specialty Segment Adjusted EBITDA ($)$158,888,250 $167,250,789 $175,613,328 35% $170,143,267 135.0%
Specialty Segment Net Sales ($)$664,842,855 $699,834,584 $734,826,313 21% $679,082,148 55.5%
Specialty Segment Inventory ($ 12-mo avg)$185,643,654 $176,803,480 $167,963,306 14% $150,952,093 200.0%
Weighted Payout (Corporate)30% total 68.4%
Weighted Payout (Specialty BU)70% total 124.0%
Annual Bonus Award Payment (% of Target)107.3%
Non-Equity Incentive Plan Compensation ($)$301,661

Target bonus opportunity as % of salary: Threshold 15%, Target 60%, Maximum 120% (business unit participants, including Ms. Schum) .

Annual Bonus Plan — 2023 Specialty Results (for comparison)

MetricThresholdTargetMaximumWeightActualPayout vs Target
Corporate Adjusted EBITDA ($)$288,352,141 $313,426,241 $329,097,553 15% $317,994,625 129.2%
Corporate Net Sales ($)$2,014,413,002 $2,120,434,739 $2,226,456,476 9% $2,062,313,106 58.9%
Corporate Net Working Capital ($)$692,588,159 $659,607,770 $626,627,382 6% $588,216,695 200.0%
Specialty BU Product Contribution ($)$129,399,227 $140,651,334 $147,683,900 35% $165,306,713 200.0%
Specialty BU Net Sales ($)$672,828,138 $708,240,145 $743,652,152 21% $722,359,996 139.9%
Specialty BU Inventory ($ 12-mo avg)$191,918,220 $182,779,257 $173,640,294 14% $151,811,383 200.0%
Weighted Payout (Corporate)30% total 122.2%
Weighted Payout (Specialty BU)70% total 182.0%
Annual Bonus Award Payment (% of Target)164.1%
Non-Equity Incentive Plan Compensation ($)$439,378

Long-Term Incentive Awards (LTIAs) — Structure and Grant Values

Component2024 DesignGrant Value ($)% of Base SalaryVesting/Performance
Performance Share LTIA (2024–2026)50% Excess Cash; 50% ROIC $183,030 (target) 45% target; 22.5% threshold; 135% maximum 3-year cumulative; shares issued post-period subject to performance certification
Restricted Stock (2024 grant)Service-based $225,757 45% of base salary Vests in 3 equal tranches over 3 years
Performance Share LTIA (2022–2024)Excess Cash Below threshold; no shares earned

Equity Ownership & Alignment

Ownership DetailAs of/PeriodAmount
Beneficial Ownership (Total Shares)March 19, 202575,144 shares; less than 1% of outstanding
Unvested Restricted StockMarch 19, 202530,337 shares
Outstanding PS LTIAs (Unearned)FY 2024 Year-End7,141 (2023–2025); 9,936 (2024–2026)
Outstanding Restricted Stock (Unvested)FY 2024 Year-End19,873 shares
Options (Exercisable/Unexercisable)FY 2024 Year-EndNo options disclosed for Ms. Schum in outstanding awards table
Executive Ownership GuidelinesPolicyNo formal executive stock ownership guidelines; executives encouraged to hold stock
Hedging/Pledging PolicyPolicyHedging prohibited; pledging prohibited; trading limited to approved windows with pre-clearance

Vesting Schedule (Restricted Stock Tranches)

GrantVest DatesShares Vesting
2022 RS Grant3/25/2025 (remaining tranche vested) Included in vesting; see table
2023 RS Grant3/25/2025 and 3/25/2026 (remaining two-thirds)
2024 RS Grant3/25/2025, 3/25/2026, 3/25/2027 (one-third each)

Option Exercises and Stock Vested in FY 2024: 6,546 RS shares vested for Ms. Schum; value realized $74,363 (gross) .

Employment Terms

  • Agreement mechanics: Automatic one-year extensions; eligible for annual bonus and long-term incentives; standard executive benefits (auto, cell phone, insurance); 60 days’ notice for resignation; 60 days’ notice for termination without cause; one-year non-compete post voluntary resignation or termination for cause (U.S. food manufacturers) .
  • Severance (without cause): One-year salary continuation equal to 160% of current base salary; continuation of medical/dental/life/disability benefits (or cash equivalent); one additional year of pension service credit (if eligible); outplacement services; pro-rata PS LTIA after performance period (no acceleration) . Estimated totals for Ellen Schum: $1,040,472 (includes salary continuation, benefits, pension credit, and accelerated RS per December 27, 2024 assumptions) .
  • Change-in-control (double trigger): Severance period increased to two years post-termination; no excise tax gross-up; estimated total for Ellen Schum $1,980,323 (as of December 27, 2024 assumptions) .
  • Clawback: Incentive compensation subject to recovery for financial restatements due to material non-compliance; applies regardless of misconduct; adopted November 2023 and filed with 10-K .

Say-on-Pay and Peer Benchmarking

  • Say-on-Pay approvals: 2024 advisory approval ~88% of votes cast ; 2023 advisory approval ~91% .
  • Peer group: Compensation committee uses independent consultant Meridian; peer surveys include BellRing, Lancaster Colony, McCormick, Flowers Foods, Post Holdings, Hain Celestial, Sanfilippo, Simply Good Foods, J&J Snack Foods, TreeHouse Foods, Lamb Weston, Utz Brands (peer set updated over time) .

Investment Implications

  • Alignment: Mix of corporate and business-unit metrics plus three-year performance shares ties pay to operational execution; 2022–2024 PS LTIAs paid zero, signaling rigor in long-term goals .
  • Vesting cadence: RS tranches vest each March (2025–2027), potentially creating predictable windows of stock supply; insider trading policy restricts trading to approved windows and prohibits hedging/pledging, mitigating misalignment risks .
  • Retention economics: Severance design (160% salary for one year; two years post-CIC) and absence of excise tax gross-up balance retention with shareholder-friendly terms; double-trigger CIC reduces windfall risk .
  • Governance support: Strong say-on-pay approvals (88%/91%) and independent oversight with clawback policy enhance confidence in pay-for-performance and risk controls .