Kristen Thompson

About Kristen Thompson

Kristen Thompson is Senior Vice President and President of Frozen & Vegetables at B&G Foods (BGS). She was promoted effective August 1, 2022, after joining B&G in June 2019 and serving as Director of Marketing for Ortega and later Green Giant; previously she was Marketing Director for Birds Eye Vegetables at Pinnacle/Conagra . She is 47 years old, and is listed among current executive officers as of March 25, 2025 . Company performance context for FY 2024: net sales were $1,932,453,926 versus a target of $1,979,540,868, and adjusted EBITDA was $295,412,876 versus a target of $310,000,000; corporate bonus objectives paid at 68.4% of target for FY 2024 .

Past Roles

External Roles

No public company board roles or external directorships are disclosed for Kristen Thompson in available filings .

Fixed Compensation

Specific base salary and target bonus percentage for Kristen Thompson are not disclosed (she is not a named executive officer in the proxy) . The FY 2024 annual bonus plan design for business unit leaders (e.g., unit Presidents) used combined corporate and unit metrics, with corporate measures totaling 30% of weighting (Adjusted EBITDA 50%, Net Sales 30%, Net Working Capital 20 within corporate bucket) and business unit measures totaling 70% (Segment Adjusted EBITDA 35%, Segment Net Sales 21%, Segment Inventory 14) . Corporate objectives for FY 2024 paid at 68.4% of target across participants .

Performance Compensation

Annual Bonus – Corporate Metrics (FY 2024)

Notes:

• Corporate metrics applied to all participants; business unit leaders also had unit metrics (below) .

Annual Bonus – Business Unit Metrics (Design)

Notes:

• FY 2024 unit-level targets/actuals for the Frozen & Vegetables segment are not disclosed in the proxy; examples provided for other units (Spices & Flavor Solutions and Specialty) show the same weights and separate payouts by unit .

Long-Term Incentive Awards (LTIAs)

FY 2022–2024 PSU Outcome (company-wide): Threshold was not achieved for cumulative excess cash; no shares were earned under the 2022–2024 PSU cycle .

Equity Ownership & Alignment

• Insider trading policy: pre-clearance and limited trading windows for directors and executive officers .
• Anti-hedging: prohibits short sales and derivative hedging transactions for directors and executive officers .
• Anti-pledging: prohibits purchasing on margin, holding in margin accounts, and pledging company securities (applies to all directors, executive officers, and employees) .
• Clawback: board-adopted clawback policy (Nov 2023) to recover incentive compensation from current or former executive officers upon a financial restatement, regardless of misconduct .
• Executive stock ownership guidelines: none currently; board states executives historically hold significant stock; directors have separate ownership guidelines (4x cash retainer) .

Note: Individual beneficial ownership totals for Kristen Thompson are not itemized in the proxy’s security ownership table (which lists NEOs and directors; executives as a group held 3,146,713 shares, 4.0% of outstanding, as of March 19, 2025) .

Employment Terms

• Role and appointment: Promoted to President, Frozen & Vegetables effective August 1, 2022; became Senior Vice President concurrently .
• Employment agreements: Proxies disclose agreements and severance terms for named executive officers; Kristen’s specific agreement terms are not disclosed .
• NEO severance framework (reference): If terminated without cause, CEO receives 200% of base salary in salary continuation; other NEOs receive 160%; one year of continued benefits, outplacement, and an additional year of pension service credit where eligible; restricted stock accelerates; PSUs pay pro rata post-period based on certified results . Following a change in control, the severance period increases to two years; no excise tax gross-ups; underwater options vest but have no value unless in-the-money .
• Non-compete/non-solicit: NEO agreements include one-year restrictions post-termination (scope defined in agreements) .

Investment Implications

• Alignment: Strong governance protections—anti-pledging, anti-hedging, pre-clearance, and clawback—reduce adverse trading signals and mitigate downside from restatements . Absence of executive ownership guidelines could modestly weaken forced alignment but is offset by equity-based LTI design and RS vesting .
• Pay-for-performance: FY 2024 corporate bonus objectives paid at 68.4% of target, reflecting mixed performance vs. targets; business unit leaders’ payouts are further driven by segment EBITDA, sales, and inventory—critical levers in frozen operations (working capital discipline, margin management) .
• Retention risk: While Kristen’s individual severance terms are not disclosed, NEO frameworks offer meaningful continuity protections; combined with multi-year PSU structures and RS vesting, this suggests moderate retention risk for senior leaders in place .
• Monitoring: Frozen segment’s unit-level bonus outcomes are not disclosed; investors should track subsequent proxies and 8-K Item 5.02 updates for any role changes, special awards, or contract amendments that may alter incentives or selling pressure .

Appendix: Company Performance Context (FY 2024)