C. James Koch
BEYOND MEATAbout C. James Koch
C. James Koch (age 75) is an independent director of Beyond Meat (BYND), serving since May 2023 and currently a member of the Board’s Risk Committee. Koch founded The Boston Beer Company (NYSE: SAM) in 1984, has chaired its board since 1995, and previously served as CEO until January 2001. He holds a BA in Government from Harvard College, an MBA from Harvard Business School, and a JD from Harvard Law School. His credentials emphasize strategy, brand development, and consumer industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Beer Company (NYSE: SAM) | Founder; Chairman | Founded 1984; Chairman since 1995 | Led creation and scaling of a public craft-brewing leader; CEO until Jan 2001 |
| International consulting firm (manufacturing focus) | Consultant | Pre-1984 | Manufacturing-focused advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Beer Company (NYSE: SAM) | Chairman | 1995–present | Board leadership at a major consumer brand |
Board Governance
- Independence: Determined independent under SEC/Nasdaq standards and BYND’s additional independence qualifications (derivative-action reforms) .
- Committee assignments: Member, Risk Committee (risk governance, cybersecurity oversight since Feb 2024); Risk Committee held 4 meetings in 2024 .
- Board attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024 (except Bakhshi), implying Koch ≥75% .
- Tenure and classification: Class I director; director since 2023; current term expires 2026 .
- Board leadership context: Chair of the Board is Seth Goldman; Lead Independent Director is Kathy N. Waller; independent director executive sessions at least twice annually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Non‑employee director cash retainer |
| Risk Committee member retainer | $3,000 | Annual cash retainer for committee membership |
| 2024 cash fees (actual) | $43,000 | Fees earned in 2024 |
Performance Compensation
| Equity Award | Grant Value | Vesting | Unvested as of 12/31/2024 | Notes |
|---|---|---|---|---|
| Annual RSU (2024) | $105,000 | Monthly vesting over 12 months following annual meeting grant date | 15,494 RSUs | RSU counts per director at 12/31/2024; director RSUs fully accelerate upon change in control if in service until immediately prior |
BYND’s outside director equity program is time-based; directors do not receive option awards under the current policy (Koch had no options outstanding as of 12/31/2024) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The Boston Beer Company (NYSE: SAM) | Alcoholic beverages | Chairman | No disclosed interlocks with BYND’s executives/committee roles; BYND independence policy prohibits certain cross-directorship employment relationships, and Koch meets the additional independence qualifications . |
Expertise & Qualifications
- Founding operator and long-tenured chair of a major consumer brand (strategy, brand development, industry leadership) .
- Legal and business training (JD, MBA), augmenting governance and financial literacy in board deliberations .
- BYND’s director skills matrix framework emphasizes governance-relevant skills; Koch’s biography highlights consumer products and entrepreneurial credentials aligned with BYND’s risk and brand needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| C. James Koch | 35,640 | <1% | 32,562 shares common; 3,078 RSUs scheduled to vest within 60 days of record date | Directors/officers prohibited from hedging or pledging company stock | Outside directors must hold ≥5x annual cash retainer within 5 years from later of Oct 22, 2024 or first appointment; as of 12/31/2024 all non‑employee directors were compliant or on track . |
Governance Assessment
- Board effectiveness and engagement: Independent status, documented Risk Committee participation, and ≥75% attendance support effective oversight. Risk Committee remit includes cybersecurity oversight since Feb 2024, enhancing non‑financial risk governance .
- Pay structure and alignment: Director compensation mix skews to equity via RSUs with monthly vesting and change-in-control acceleration; cash fees reflect board plus committee responsibilities (total $150,244 in 2024), aligning director interests with shareholders via new ownership guidelines .
- Conflicts/related-party exposure: BYND’s audit committee reviews and must approve related-party transactions; no Item 404 disclosures identified involving Koch in the proxy sections reviewed. Compensation committee interlocks reported none requiring Item 404 disclosure (Koch not on that committee) .
- Shareholder signals: 2024 Say‑on‑Pay support was ~85%, indicating constructive shareholder sentiment toward overall compensation governance framework .
- RED FLAGS: None observed in proxy for Koch—no hedging/pledging permitted; no disclosed related-party transactions; attendance threshold met; no option repricing allowed under plan .
Overall, Koch brings consumer brand-building and governance experience to BYND’s Risk Committee during a period of operational rationalization and cybersecurity oversight transition. His independence, attendance, and equity-holding framework support investor alignment, with low conflict exposure based on disclosed policies and records .