Ethan Brown
BEYOND MEATAbout Ethan Brown
Ethan Brown, 54, is Founder and has served as President and Chief Executive Officer of Beyond Meat since 2009; he resigned from the Board on October 15, 2025 but continues to attend Board meetings in his management capacity . He holds an MBA from Columbia University, an MPP (Environment) from the University of Maryland, and a BA in History and Government from Connecticut College; prior roles include energy analyst at the National Governors’ Center for Best Practices and senior positions at Ballard Power Systems, plus industry leadership posts at the National Hydrogen Association and the U.S. Fuel Cell Council . Under his leadership, 2024 net revenues were $326.5 million (down 4.9% y/y), with Adjusted EBITDA improving to a loss of $101.7 million (from a loss of $269.2 million in 2023) and gross margin rising to 12.8% (from -24.1% in 2023) . Relative TSR performance for the 2024 PSU Tranche I was below the 30th percentile, resulting in 0% vesting for that tranche .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Governors’ Center for Best Practices | Energy Analyst | Pre-2009 | Policy analysis supporting clean energy initiatives |
| Ballard Power Systems (NASDAQ: BLDP) | Progressed to report to CEO | Pre-2009 | Fuel cell industry operations and leadership experience |
| National Hydrogen Association | Vice Chairman of the Board | Pre-2009 | Industry advocacy and technology advancement |
| U.S. Fuel Cell Council | Secretary | Pre-2009 | Standards and industry coordination |
External Roles
| Organization | Role | Years |
|---|---|---|
| Planet Partnership, LLC (PepsiCo JV) | Manager | Since Jan 2021 |
| American Cancer Society’s CEOs Against Cancer (LA Chapter) | Board member | Not specified |
| Aspen Institute | Henry Crown Fellow | Not specified |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,050 | $500,000 | $500,000 |
| Target Bonus (% of Salary) | Not disclosed | 100% | 100% |
| Actual Bonus Paid ($) | $0 | $297,000 | $0 |
| All Other Compensation ($) | $14,132 | $15,132 | $15,732 |
Notes:
- Base salary increased to $675,000 effective July 1, 2025 .
Performance Compensation
| Metric | Weighting | Threshold | Target | Stretch | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Net Revenues ($M, 2024 STI) | 20% | 345.0 | 355.0 | 365.0 | 400.0 | 326.5 | 0% | Cash STI |
| Gross Margin (%, 2024 STI) | 20% | 17.5% | 21.5% | 25.0% | 29.0% | 12.8% | 0% | Cash STI |
| Free Cash Flow ($M, 2024 STI) | 30% | (65.0) | (55.0) | (45.0) | (35.0) | (109.8) | 0% | Cash STI |
| Operating Expenses ($M, 2024 STI) | 30% | 170.0 | 160.0 | 152.5 | 145.0 | 190.3 (excl. certain items) | 0% | Cash STI |
| 2024 PSU Tranche I (Relative TSR) | n/a | 30th pct = 50% | 50th pct = 100% | — | 80th pct = 200% | <30th percentile | 0% | Stock PSU |
2024 equity grants for Ethan Brown:
- RSUs: 230,297 shares; vest 25% on 3/1/2025 then quarterly through 3/1/2028; grant date fair value $2,250,001 .
- PSUs: 156,438 target units in three tranches (2024, 2025, 2026 performance periods); grant date fair value $2,250,018; Tranche I forfeited; Tranches II–III remain subject to Relative TSR and service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Oct 15, 2025) | 3,648,833 shares comprised of 2,053,376 common shares (including 639,881 held in Brown Asset Holding LLC, wholly owned by the Ethan Brown 2022 GRAT), 1,566,841 options exercisable within 60 days, and 28,616 RSUs vesting within 60 days; <1% of outstanding |
| Executive Ownership Guidelines | Not yet adopted for executive officers; committee intends to establish in future |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company stock by employees and directors |
| Outstanding Ethan Brown Awards (12/31/24) | Unvested RSUs: 230,297 ($865,917 at $3.76); unearned PSUs: 78,219 ($294,103); multiple legacy options outstanding at various strikes and maturities |
Vesting supply/insider selling pressure:
- 2025 MIP Immediate RSUs: 3,954,719 vesting on Dec 31, 2025 .
- 2025 MIP Extended RSUs: 17,796,236 vest 50% on Dec 31, 2026; remainder in four equal quarterly installments through Dec 31, 2027 .
- 2025 MIP PSUs: 11,864,157 target units earned on 2026/2027 annual performance goals; vest after results certification; eligible 50–150% of target; catch-up possible for first period underperformance .
Anti-dilution features:
- MIP Awards include anti-dilution protection tied to Anti-Dilution Increases under the Restated Plan; additional awards follow the same vest schedules .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base Salary | $500,000 in 2024; increased to $675,000 effective July 1, 2025 |
| Target Bonus | 100% of base salary for 2024 |
| Change-in-Control (CIC) Structure | Double-trigger required; no excise tax gross-ups (“better after-tax” reduction/full-pay provision) |
| Estimated CIC Economics (12/31/24) | If awards not assumed: RSUs $1,293,361; PSUs $588,207; total $1,881,568; if terminated in connection with assumed CIC: base salary $750,000; COBRA $46,136; RSUs $1,293,361; total $2,089,497 |
| Clawback | Mandatory clawback compliant with SEC/Nasdaq; recovers excess incentive-based compensation upon restatement, irrespective of misconduct |
| Policies | Anti-hedging and anti-pledging; independent compensation committee and consultant; no excessive perquisites |
Performance & Track Record
- 2024 net revenues $326.5M (-4.9% y/y); Adjusted EBITDA loss improved to $101.7M; gross margin 12.8%; free cash flow -$109.8M .
- 2024 STI paid 0%; 2024 PSU Tranche I payout 0% (Relative TSR <30th percentile) .
- Cost-reduction and Global Operations Review included workforce reductions and suspension of operations in China to improve margins and cash generation .
Board Governance
- Ethan Brown resigned from the Board on Oct 15, 2025 as part of transaction-related Board changes; continues participating in Board meetings as CEO .
- Governance practices include independent compensation committee, annual Say-on-Pay, and director stock ownership guidelines (outside directors) .
Director/Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~85% of votes cast supported Say-on-Pay |
| 2025 | ~87% of votes cast supported Say-on-Pay |
Stockholder outreach in 2023–2024 highlighted support for the executive pay framework and led to peer group refinement and introduction of PSUs for CEO/CFO LTI .
Compensation Structure Analysis
- 2024 CEO Target TDC reduced ~20% to $5.5M vs. 2023 ($6.9M); 91% of 2024 Target TDC performance-based/at risk .
- Shift from stock options to PSUs (50% of LTI) for CEO/CFO to strengthen outcome-based alignment (Relative TSR comparator: S&P Food & Beverage Select Industry Index ex-S&P 500) .
- Equity run rate and dollar spend in 1H 2024 were above the 75th percentile of food & beverage peers due to lower stock price and share utilization; plan acknowledges dilution management .
Related Party Transactions / Red Flags
- Restated Plan enables an option exchange program without stockholder approval (surrender underwater options for other awards or cash), which warrants monitoring for potential repricing optics .
- Significant dilution from the October 2025 exchange offer; Restated Plan and authorized share increase structured to accommodate New Notes conversions and MIP awards .
Compensation Peer Group (Benchmarking)
| Year | Peer Group Summary |
|---|---|
| 2024 | Refocused to food & beverage peers only; includes Celsius, Freshpet, Simply Good Foods, Vital Farms, etc. |
| 2025 | Further refined list; removed acquired/privatized or misaligned firms |
Target positioning generally 50–60th percentile for total cash; 50–75th percentile for LTI .
Equity Grants (Multi-Year View)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $2,950,046 | $2,950,005 | $4,500,019 |
| Option Awards ($) | $3,305,443 | $2,950,000 | $0 |
| Total Compensation ($) | $6,770,871 | $6,713,337 | $5,016,951 |
Equity Ownership & MIP Awards (2025)
| Award Type | Shares (Target) | Vesting |
|---|---|---|
| Immediate RSUs | 3,954,719 | 100% on Dec 31, 2025 (subject to Closing Date; not contingent on stockholder approval) |
| Extended RSUs | 17,796,236 | 50% on Dec 31, 2026; remaining 50% in four quarterly tranches through Dec 31, 2027 |
| MIP PSUs | 11,864,157 | Earn-out based on annual 2026/2027 metrics; 50–150% payout; catch-up features; change-in-control target vesting for incomplete periods |
Investment Implications
- Alignment: 2024 pay outcomes reflect pay-for-performance discipline (zero STI; PSU Tranche I forfeiture), and introduction of Relative TSR PSUs enhances alignment; anti-hedging/pledging and clawback policies strengthen governance .
- Dilution and supply overhang: Large 2025 MIP RSU grants and potential Anti-Dilution Increases, alongside New Notes equitizations, create substantial future share supply and possible selling pressure around 12/31/2025 and throughout 2026–2027; monitor vesting calendars and insider activity closely .
- Retention risk mitigants: Double-trigger CIC protection and sizable time-based/PSU awards support retention through turnaround initiatives; however, failure to achieve 2026/2027 MIP PSU metrics would reduce realized value and may affect retention incentives .
- Execution track record: Operating metrics improved in 2024 (margin and Adjusted EBITDA), but revenue contracted; sustained improvement and TSR recovery are necessary to realize pending PSUs and to counter the dilutive capital structure from the note exchange .