Eric Hart
B&G FoodsAbout Eric Hart
Eric H. Hart, age 58, is Executive Vice President of Human Resources and Chief Human Resources Officer at B&G Foods (BGS). He joined B&G Foods in February 2015 as VP of HR and CHRO and was promoted to his current role in January 2016; he oversees strategic HR planning, compensation/benefits, talent acquisition, development, and compliance . Company performance context: since BGS’s IPO in 2004, net sales and adjusted EBITDA have grown at 8.6% and 7.5% CAGRs, respectively, and the company has paid quarterly dividends continuously, returning ~$1.5B to shareholders, including $60.0M in fiscal 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LifeCell | Vice President of Human Resources | 2014 | Led HR for a healthcare company prior to joining BGS; senior HR leadership experience |
| Avaya | VP Global Compensation & Benefits; Senior Director HR, Avaya Global Services; Director HR | 2007–2014 | Led global comp/benefits and HR for services; deep compensation design and HR operating expertise |
| Mars | HR managerial positions | Not disclosed | Consumer goods HR experience; relevant to CPG talent systems |
| Novartis Pharmaceuticals | HR managerial positions | Not disclosed | Pharma HR experience; complex compliance and global HR practices |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships or committee roles disclosed for Hart in the proxy |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | Not disclosed for Eric Hart (he is not a “named executive officer” in FY2024) |
| Pension/401(k) | Company notes defined benefit pension plan participation for NEOs other than CEO and immediate 401(k) match vesting; Hart’s individual eligibility not disclosed |
| Perquisites | Automobile and cell phone allowances apply to NEOs per employment agreements; Hart-specific disclosure not provided |
Performance Compensation
B&G’s incentive architecture centers on measurable financial outcomes.
- Annual bonus plan metrics (corporate participants): Adjusted EBITDA (50%), Net Sales (30%), Net Working Capital (20); for business unit leaders, segment Adjusted EBITDA, segment Net Sales, and segment Inventory are used with 70% BU weight .
- 2024 outcomes (corporate): Adjusted EBITDA actual $295.4M (29.4% of target), Net Sales $1,932.5M (64.3%), Net Working Capital $586.5M (172.2%); weighted corporate achievement 68.4% .
| Metric (Corporate) | Threshold | Target | Maximum | Weight | Actual | Achieved vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 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 | — | — | — | — | — | 68.4% |
Long-term incentives (PSUs and restricted stock):
- PSUs: Three-year cycles; for grants made in 2024, 50% Excess Cash and 50% ROIC; payout range 50%–300% of target based on performance .
- Restricted Stock: Annual grants vest in three equal tranches over three years; grant sizing as % of salary varies by role (illustrated for NEOs) .
2022–2024 PSU result: Cumulative Excess Cash was below threshold, so no shares were earned for that cycle .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (shares/%) | Not individually disclosed for Eric Hart in the beneficial ownership table (directors and NEOs listed; Hart not included) |
| Vested vs unvested awards | Not disclosed for Hart (tables cover NEOs) |
| Pledging/margin | Company policy prohibits pledging, margin accounts, and short sales for all directors, executive officers, and employees |
| Hedging | Prohibited for directors, executive officers, and certain employees; discouraged for others |
| Trading windows & preclearance | Directors and executive officers may transact only during approved windows with mandatory preclearance |
| Executive stock ownership guidelines | Company does not currently have executive officer ownership guidelines; long-term incentives aim to align interests; board reviews as needed |
| Director stock ownership guidelines | 4x annual cash board fee within 5 years; all directors in compliance |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Company enters into employment agreements with NEOs; Hart’s agreement terms not specifically disclosed |
| Term/auto-renewal | NEO agreements auto-renew annually unless terminated; 60 days’ notice for resignation or termination without cause |
| Non-compete | For NEOs: one year post voluntary resignation or termination for cause; not to work for a U.S. food manufacturer that directly competes with BGS |
| Severance (without cause) | For NEOs (non-CEO): 160% of base salary for one year; continued benefits for one year; one additional year of pension service credit if legally allowed; outplacement; no option acceleration; pro rata PSUs post-period if earned |
| Change-in-control (CIC) | Severance period increases to two years post termination following a CIC; no excise tax gross-ups; pro rata PSU issuance at target upon CIC; restricted stock accelerates per plan |
| Clawback | Executive incentive compensation clawback policy adopted November 2023 for financial restatements regardless of misconduct |
Performance & Track Record
Company financials during Hart’s tenure (annual, oldest→newest):
| Metric | FY 2015 | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 966,358,000* | 1,372,307,000* | 1,646,387,000* | 1,700,764,000* | 1,660,414,000* | 1,967,909,000* | 2,056,264,000* | 2,163,000,000* | 2,062,313,000* | 1,932,454,000 |
| EBITDA ($) | 215,933,000* | 319,248,000* | 325,180,000* | 308,190,000* | 261,370,000* | 340,139,000* | 335,655,000* | 278,491,000* | 310,414,000* | 286,790,000* |
Values with asterisks retrieved from S&P Global.
Additional context:
- Continuous quarterly dividends since IPO; $60.0M paid in fiscal 2024 .
- 2024 debt refinancings, term loan maturity extension to 2029, revolver to 2028, redemption of 2025 notes; reduced net debt by $29.2M in 2024; nearest maturity now 2027 notes .
Compensation Committee Analysis
- Committee membership (independent): Alfred Poe (Chair), DeAnn L. Brunts, Dennis M. Mullen, Cheryl M. Palmer; Chair of the Board Stephen C. Sherrill serves ex officio (non-voting) .
- Independent consultant: Meridian Compensation Partners; peer group reviewed (BellRing, McCormick, Flowers, Post, Hain, Lamb Weston, TreeHouse, Utz, etc.) .
- Pay practices: Double-trigger CIC, stringent clawback, no excise tax gross-ups, no option repricing, anti-hedging/pledging, majority variable pay .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~88% of votes cast; program consistent year over year .
Investment Implications
- Alignment: Robust anti-hedging/pledging, clawback, and performance-linked PSUs (Excess Cash and ROIC) support pay-for-performance and investor alignment even for non-NEO executives participating in company-wide plans .
- Retention risk: CIC protections (two-year severance period, pro rata PSU at target) and structured annual severance terms reduce flight risk during strategic transitions; absence of executive ownership guidelines may modestly dilute “skin-in-the-game” optics though long-term equity awards mitigate this .
- Trading signals: With 2022–2024 PSUs at zero payout and corporate bonus achievement at 68.4% in 2024, incentive realizations have tightened, potentially lowering near-term insider selling pressure tied to vesting; lack of Form 4 data for Hart in reviewed filings constrains direct read-through on selling behavior .
- Execution focus: Company-wide metrics emphasize cash generation and capital efficiency (Excess Cash, ROIC), directly linking incentives to deleveraging and returns—key levers for equity value given recent refinancing and near-term maturity profile .