Scott Lerner
Executive Vice President, General Counsel, Secretary and Chief Compliance Officer at 
B&G Foods
B&G FoodsExecutive
About Scott Lerner
Scott E. Lerner (age 52) is Executive Vice President, General Counsel, Secretary and Chief Compliance Officer at B&G Foods. He joined B&G in 2005 as VP, General Counsel and Secretary; was promoted to EVP in 2006; and assumed the additional Chief Compliance Officer role in 2009 after eight years as a corporate/M&A associate at Dechert LLP (1997–2005) . Company performance context: in 2024 B&G reported Net Sales of $1,932.5 million and Adjusted EBITDA of $295.4 million; pay-versus-performance shows a decline in the value of a hypothetical $100 TSR investment to $55 in 2024, underscoring a challenging backdrop for incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B&G Foods | EVP, General Counsel, Secretary, Chief Compliance Officer | 2006–present (CCO since 2009) | Senior legal, governance, and compliance leadership through multiple financing and strategic initiatives |
| B&G Foods | VP, General Counsel and Secretary | 2005–2006 | Built internal legal function; corporate governance and securities compliance |
| Dechert LLP | Associate, Corporate & Securities; M&A | 1997–2005 | Advised on public and private M&A and securities matters; foundation for B&G corporate development support |
Fixed Compensation
Multi-year summary for Scott E. Lerner (Named Executive Officer).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 525,347 | 543,734 | 565,484 |
| Target Bonus (% of Salary) | — | — | 60% |
| Actual Annual Bonus ($) | — | 398,666 | 232,075 |
| All Other Compensation ($) | 20,710 | 21,460 | 21,910 |
| 401(k) Company Match ($) | 9,150 | 9,900 | 10,350 |
| Auto Allowance ($) | 10,000 | 10,000 | 10,000 |
| Cell Phone Allowance ($) | 1,560 | 1,560 | 1,560 |
| Pension – PV of Accrued Benefit ($) | — | — | 437,912 |
Notes:
- 2024 annual bonus plan design for Lerner: Threshold 15% of salary; Target 60%; Maximum 120% . 2024 payout equaled 68.4% of target, consistent with $232,075 paid .
Performance Compensation
2024 Annual Bonus – Corporate Metrics (Lerner is corporate-level participant)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 50% | 294,500,000 | 310,000,000 | 325,500,000 | 295,412,876 | 29.4% |
| Net Sales ($, adj. for Crisco oil input) | 30% | 1,880,563,825 | 1,979,540,868 | 2,078,517,912 | 1,932,453,926 | 64.3% |
| Net Working Capital ($ 12-mo avg, adj.) | 20% | 638,909,765 | 608,485,490 | 578,061,216 | 586,533,780 | 172.2% |
| Weighted Corporate Payout | 100% | — | — | — | — | 68.4% |
- Lerner’s 2024 bonus payout: 68.4% of target (corporate only) ; aligns with non-equity incentive paid of $232,075 .
Long-Term Incentives (Equity)
- 2022–2024 Performance Shares: Metric = Cumulative Excess Cash; Threshold $119.9M; Target $133.2M; Max $159.9M; Actual ($51.5M) → 0% earned; no shares issued .
- 2024–2026 Performance Shares: Metrics and weights = Excess Cash 50% and ROIC 50% (company-wide) . For Lerner, grant sizing equals 25% (threshold), 50% (target), 150% (max) of base salary; settled in shares based on performance over 3 years .
- 2024 Grants (Scott Lerner):
- Performance Shares: Grant 3/25/2024; Threshold 13,324; Target 26,648; Max 79,944; Grant-date FV $245,428 .
- Restricted Stock: Grant 3/25/2024; 26,648 shares; Grant-date FV $302,721; vests 1/3 on each 3/25/2025, 3/25/2026, 3/25/2027 .
LTI Structure and Governance
- Change-in-control: Pro rata issuance of target shares for PSUs based on elapsed months; restricted stock accelerates per award terms; Lerner’s estimated accelerated LTIAs $145,224 and restricted stock $279,778 in modeled CoC termination case (12/27/2024 assumptions) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 251,497 shares; <1% of outstanding |
| Shares Outstanding (for % calc) | 79,138,243 as of 3/19/2025 |
| Options – Exercisable within 60 days | 54,742 shares (legacy options) |
| Options – Unexercisable | None shown for Lerner as of 12/28/2024 |
| Unvested Restricted Stock | 39,461 shares as of 3/19/2025 |
| 2022 RS Remaining (as of FY-end) | 1,211 shares; last third vested 3/25/2025 |
| 2023 RS Remaining (as of FY-end) | 11,602 shares; half vested 3/25/2025; rest 3/25/2026 |
| 2024 RS Schedule | 26,648 shares; vests 1/3 on 3/25/2025, 3/25/2026, 3/25/2027 |
| Insider Trading Policy | Trading only in pre-cleared windows; anti-hedging and anti-pledging for directors/officers; margin accounts prohibited |
| Exec Stock Ownership Guidelines | None currently for executive officers (directors have separate guidelines) |
| 2024 Stock Vested (value realized) | 8,094 RS shares vested; $91,948 realized value |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment status | EVP, GC, Secretary, CCO; joined 2005; EVP since 2006; CCO since 2009 |
| Agreement term | Auto-renewing one-year extensions unless terminated |
| Non-compete / Non-solicit | One-year non-compete post voluntary resignation or termination for cause; applies to U.S. food manufacturers directly competing with B&G |
| Severance (no cause/disability/death/qualifying resignation) | 160% of base salary paid over one year; continuation of medical/dental/life/disability; 1 additional year of pension credit (where eligible); outplacement; PSUs prorated post-period; RS per award terms |
| CoC severance (double-trigger) | Severance period increases to two years; no excise tax gross-up |
| Estimated CoC termination value (12/27/2024) | Salary continuation $1,809,549; benefits $81,883; added pension PV $45,107; accelerated LTIAs $145,224; accelerated RS $279,778; total $2,361,541 |
| Clawback | Executive incentive compensation clawback adopted Nov 2023; restatement-triggered recovery regardless of misconduct |
| 401(k) | Eligible; matching per plan; 2024 match $10,350 |
| Pension | Participant; PV of accumulated benefit $437,912; 19 years credited service |
Compensation Structure Analysis
- Cash vs equity mix and variability: 2024 pay shows a higher fixed base with materially lower annual bonus and no option awards, reflecting pay-for-performance outcomes amid lower corporate metric attainment; 2024 stock awards (RS + PSUs at target grant-date FV) totaled $548,149 vs $489,866 in 2023, while the annual bonus fell to $232,075 from $398,666 in 2023 .
- Incentive rigor: 2022–2024 PSUs paid 0% as Excess Cash came in below threshold (actual negative due to dividend rate construct), indicating challenging long-term performance hurdles during the period .
- Anti-hedging/pledging and clawback enhance alignment and reduce governance risk; no executive stock ownership guidelines at present (company states historical holdings and LTI exposure align incentives) .
Performance & Track Record
| Measure | 2024 |
|---|---|
| Net Sales ($) | 1,932,453,926 |
| Adjusted EBITDA ($) | 295,412,876 |
| TSR – Value of $100 investment | $55 (company TSR table) |
- Pay-versus-performance disclosure notes declines in 2024 CAP (compensation actually paid) in line with TSR, Net Income and Adjusted EBITDA pressures, consistent with below-target annual bonus outcomes and zero vesting of 2022–2024 PSUs .
Governance, Peer Group, and Say-on-Pay
- Compensation committee fully independent; uses Meridian Compensation Partners for market review; peer group includes HAIN, FLO, TREE, UTZ, McCormick, Post, BellRing, and others; regression used to scale pay to company size .
- 2024 say-on-pay approval ~88%, indicating broad shareholder support for pay programs .
- No related-party transactions disclosed for 2024 .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (reduces alignment risk) .
- Tax gross-ups: none in CoC (shareholder-friendly) .
- Option repricing: none; no 2024 option grants to NEOs; CEO’s 2023 special options remain out-of-the-money, linking upside to stock recovery .
- Clawback: in force since 2023 (restatement-based) .
- Say-on-pay: strong support (88%) .
Investment Implications
- Alignment and dilution: Lerner’s equity mix relies on PSUs and RS with multi-year vesting; zero payout on 2022–2024 PSUs and a challenging 2024 bonus result underscore incentive rigor and potential retention considerations if underperformance persists .
- Selling pressure and windows: Upcoming RS tranches (2024 grant vests through 2027; 2023 grant final tranche in 2026) create periodic supply, but pre-clearance windows and anti-hedging/pledging constraints moderate adverse signaling; no executive ownership guidelines may be revisited if alignment is questioned .
- Downside protection and CoC economics: Double-trigger CoC benefits (2 years’ salary; equity acceleration mechanics) are standard rather than excessive (no gross-up), balancing retention and shareholder interests in strategic scenarios .