Chelsea A. Grayson
BEYOND MEATAbout Chelsea A. Grayson
Chelsea A. Grayson (age 53) is an independent director of Beyond Meat, appointed May 23, 2024. She serves as Chair of the Risk Committee and as a member of the Nominating & Corporate Governance Committee. Grayson is a former CEO (Spark Networks; True Religion; American Apparel) and corporate lawyer (Loeb & Loeb; Jones Day), with a JD from Loyola Law School and a BA from UCLA. She is a National Association of Corporate Directors Board Leadership Fellow. The Board has affirmatively determined she is independent under Nasdaq and the company’s enhanced independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spark Networks SE (OTC: LOVLY; formerly NASDAQ: LOV) | Chief Executive Officer; Director | CEO: Nov 2022–Jul 2023; Director: Aug 2020–Jul 2023 | Led turnaround amid restructuring; experience includes executive service during/around Ch. 11 contexts as disclosed |
| True Religion, Inc. (formerly NASDAQ: TRLG) | Chief Executive Officer; Director | CEO: Oct 2018–Dec 2019; Director: Oct 2017–Dec 2019 | Led brand through restructuring phase as disclosed |
| American Apparel Inc. (formerly NYSE: APP) | General Counsel/CAO/EVP; later Chief Executive Officer; Director | Dec 2014–Dec 2017 | Executive and governance leadership; executive service during/around Ch. 11 contexts as disclosed |
| Wunderkind (formerly BounceX) | Executive-in-Residence | Mar 2020–Jan 2024 | Operating/strategy role at marketing tech firm |
| Loeb & Loeb LLP; Jones Day | Partner (M&A/Corporate Governance) | Prior to 2014 | Public company M&A and governance advisory |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Xponential Fitness, Inc. (NYSE: XPOF) | Independent Director | Since Oct 2021 | Chair, Nominating & Corporate Governance; Member, Audit and Human Capital Management |
| Bedrock Manufacturing Company (Shinola/Filson) | Director (Private) | Since Feb 2025 | Board member |
| Sunrider International | Director (Private) | Since Jan 2025 | Board member |
| Selected prior boards (e.g., Goodness Growth, Morphe/Forma Brands, iHerb, PSS/Lapmaster, LoudPack, Sugarfina, Delta Dental) | Director | 2017–2023 (various) | Governance roles across consumer/healthcare/industrial companies |
Board Governance
- Independence and structure: Grayson is “independent” under SEC and Nasdaq standards and meets the company’s additional independence qualifications; the Board has a Lead Independent Director (Kathy Waller), conducts executive sessions of independent directors at least twice annually, and maintains committee independence across Audit, HCM/Comp, N&CG, and Risk.
- Committees: Chair, Risk Committee (responsible for enterprise risk, legal/compliance/ethics risks, and oversight of cybersecurity risks moved to the Risk Committee in Feb 2024); Member, Nominating & Corporate Governance Committee.
- Attendance: In 2024, each director met at least 75% attendance thresholds except one (Bakhshi); Grayson, appointed May 23, 2024, met the 75% attendance standard.
- Governance strengths: No hedging/pledging by directors/officers; stock ownership guidelines for outside directors adopted Oct 2024 (5x cash retainer within 5 years).
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Grayson) |
|---|---|---|
| Board cash retainer | $40,000 annual for non-employee directors (paid quarterly; prorated on service) | $30,824 fees earned/paid in cash (partial-year service starting May 23, 2024; includes board and committee chair/member fees) |
| Committee retainers | Audit: $7,500 member / $17,500 chair; HCM/Comp: $5,000 / $10,000; N&CG: $3,000 / $8,000; Risk: $3,000 / $8,000 (chair) | Included in the $30,824 for 2024 (Grayson: Risk Chair; N&CG member) |
Notes:
- Equity for directors was suspended for the remainder of 2025; no annual director RSUs were granted at the May 2025 annual meeting.
Performance Compensation
| Component | Structure | 2024 Actual (Grayson) |
|---|---|---|
| Initial equity award | Upon first appointment: RSUs with $250,000 intended grant value vesting monthly over 3 years; plus an additional RSU with $105,000 intended value (prorated to next annual meeting), vesting monthly to next meeting | $362,585 stock awards aggregate grant-date fair value in 2024 (initial RSU package) |
Additional policy features:
- Director equity vests monthly per policy and fully accelerates upon a change in control if the director serves through closing; director equity awards are subject to plan limits and award caps for non-employee directors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board(s) | Xponential Fitness, Inc. (NYSE: XPOF) – Chair N&CG; Member Audit and Human Capital Management |
| Public company interlocks/conflicts | None disclosed involving BYND and Ms. Grayson under Item 404 in the 2025 proxy; the Audit Committee oversees and must pre-approve related-party transactions per policy. |
| Committee interlocks | Company discloses no compensation committee interlocks in 2024 (members listed did not include Grayson). |
Expertise & Qualifications
- Governance, legal, and restructuring experience: Prior CEO roles at Spark Networks, True Religion, and American Apparel with disclosed experience that included periods prior to or during Chapter 11 processes; former corporate governance/M&A law partner; NACD Board Leadership Fellow.
- Risk oversight and cybersecurity: Chairs BYND’s Risk Committee, which oversees strategic/operational risk, legal/compliance/ethics risk, and cybersecurity risk (delegated to Risk Committee in Feb 2024).
- Education: JD (Loyola Law School, Order of the Coif); BA (UCLA).
Equity Ownership
| Date | Total Beneficial Ownership | Detail/Breakdown |
|---|---|---|
| Record Date for 2025 Annual Meeting (Mar 24, 2025) | 23,386 shares (<1%) | 18,883 common shares; plus 4,503 RSUs vesting within 60 days (included in beneficial ownership), per footnote (10). |
| Special Meeting Record Date (Oct 15, 2025) | 61,404 shares (<1%) | Aggregate beneficial ownership as reported in October 2025 proxy. |
Alignment policies:
- Outside director stock ownership guideline: 5x annual cash retainer ($40,000), to be met within 5 years of Oct 22, 2024 or first appointment; as of Dec 31, 2024, each outside director was either in compliance or on track.
- Hedging and pledging prohibition for directors and officers.
Section 16 compliance:
- The company reported certain 2024 Form 4 filing delays for NEOs (tax withholding events), but no director delinquencies named for Ms. Grayson.
Governance Assessment
- Strengths: Independent director; chairs a strengthened Risk Committee with explicit cybersecurity oversight; meets attendance expectations; compensation structure aligns with market practices (cash retainers + time-vested RSUs); adoption of 5x retainer stock ownership guideline; prohibition on hedging/pledging; robust related-party transaction policy; strong Say-on-Pay support (≈85% in 2024; ≈87% in 2025), signaling investor alignment on pay/governance.
- Monitoring items/RED FLAGS: Multi-board workload (public XPOF plus two private boards) requires time-balance monitoring though BYND limits directors to ≤4 public boards and N&CG oversees overboarding; disclosed prior executive roles at companies involved in Chapter 11 may heighten investor scrutiny of oversight in stressed situations (contextual, not a conflict).
Overall, Grayson brings deep governance, legal and restructuring expertise and is positioned to enhance BYND’s enterprise risk and cyber oversight while maintaining independence and alignment through director ownership guidelines and standard director compensation design.