John Boken
BEYOND MEATAbout John Boken
Interim Chief Transformation Officer (appointed August 6, 2025), age 63 as of October 16, 2025; Partner & Managing Director, AlixPartners; B.S. Finance, Santa Clara University; Certified Public Accountant (inactive) . BYND engaged AP Services (an AlixPartners affiliate) to provide Boken’s services with a mandate to drive an enterprise-wide transformation and work toward an annualized EBITDA-positive run rate by Q4 2026 and materially lower operating expenses; there is no success fee tied to these targets . BYND’s 2025 special proxy emphasized balance sheet restructuring and substantial dilution from a large debt-for-equity exchange; executive incentives (MIP Awards) were granted to several executives (not including Boken) to retain talent through the transformation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AlixPartners (AP Services affiliate) | Partner & Managing Director; interim/turnaround roles | 2018–present | Oversight of transformation, cost-out, restructuring programs across clients . |
| MVK FarmCo LLC dba Prima Wawona | Chief Executive Officer | 2023–2024 | Led operations through restructuring at a large produce company . |
| SolarWorld Americas | Chief Executive Officer | 2018–2022 | Led turnaround in U.S. solar manufacturing . |
| PG&E Corporation | Deputy Chief Restructuring Officer | 2019–2020 | Supported one of the largest U.S. corporate restructurings . |
| Zolfo Cooper LLC | Managing Director | 2002–2018 | Boutique turnaround leader; firm sold to AlixPartners in 2018 . |
| Arthur Andersen | Managing Partner, LA Corporate Restructuring | pre-2002 | Led corporate restructuring practice . |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Pasha Group | Director | Current . |
| University of Scranton | Trustee | Current . |
Fixed Compensation
| Component | Terms | Amount / Structure | Notes |
|---|---|---|---|
| Interim CTO services via AP Services (APS) | Monthly professional fee | $215,000 per month | Per Engagement Letter dated Aug 6, 2025; paid to APS . |
| Core Team Services (2.5 FTE) | Weekly flat rate for support team | $135,000 per week | For 2.5 FTE; amount varies with usage . |
| Retainer | Security for engagement | $400,000 | Applied against final invoice . |
| Success fee | None | $0 | APS does not seek a success fee . |
| Reimbursable expenses | Travel and related | Reasonable out-of-pocket | Consistent with company policy . |
There is no disclosed base salary, target bonus, or cash incentive plan for Boken individually; compensation is paid to APS under the letter agreement .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Instrument | Vesting |
|---|---|---|---|---|---|
| Not applicable (no equity or cash bonus structure disclosed for Boken) | — | — | — | — | — |
Engagement outlines EBITDA-positive run-rate by Q4 2026 and operating expense reduction objectives, but no incentive payout formula or success fee is attached to Boken’s compensation .
Equity Ownership & Alignment
- Beneficial ownership: Boken is not individually listed in the Security Ownership table as of Oct 15, 2025; NEOs and directors are detailed, with “all directors and executive officers as a group” at 1.6%—no individual line for Boken is disclosed .
- Equity awards: Boken is not a recipient of the 2025 Management Incentive Plan (MIP) RSUs/PSUs, which were granted to specified executives (CEO, CFO, CLO, CIO) .
- Hedging/pledging: Company policy prohibits hedging transactions and pledging or margin accounts for employees (including NEOs) and directors .
- Executive ownership guidelines: BYND has not yet adopted executive officer stock ownership guidelines (board intends to establish in the future). Director ownership guidelines (5x annual cash retainer) are in place for outside directors; not applicable to Boken .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | August 6, 2025 (Interim Chief Transformation Officer) . |
| Structure | Services provided via AP Services, LLC (affiliate of AlixPartners) under an Engagement Letter; Boken is not on BYND payroll . |
| Reporting | Reports to CEO; broad remit over Commercial, Operations, Finance/Accounting, International; transformation office leadership . |
| Objectives | Assist BYND toward annualized EBITDA-positive run rate by Q4 2026; reduce operating expenses to a specified run-rate (amount redacted) . |
| Termination | Either party may terminate with not less than five days’ written notice (general terms) . |
| D&O coverage | BYND to provide D&O insurance coverage for APS personnel serving as executive officers; minimum $10 million coverage . |
| Arbitration/Governing law | New York law; AAA Commercial Arbitration Rules; reasoned award . |
| Non-solicitation | BYND agrees to non-solicitation of APS personnel for 1 year post-engagement, with specified liquidated damages for breach . |
| Related-party/Item 404 | No related party transactions requiring Item 404(a) disclosure; appointment made via APS engagement . |
| Severance/Change-in-control | BYND’s change-in-control severance applies to NEOs other than Boken; “Other than Mr. Boken,” executives have double-trigger CIC benefits. No severance terms for Boken are disclosed . |
Additional Governance and Compensation Context (BYND)
- Clawback: Mandatory clawback policy (SEC/Nasdaq compliant) adopted Oct 2023 for incentive-based compensation tied to financial reporting measures .
- Pay practices: No excise tax gross-ups; double-trigger for CIC benefits; no hedging/pledging; independent comp committee and consultant .
- Say-on-Pay: Support levels ~85% (2024) and ~87% (2025) of votes cast .
- 2018 Equity Plan Restatement (2025): Increased shares and instituted anti-dilution increases tied to New Notes conversions; MIP Awards granted to select executives (not including Boken) to address post-exchange dilution and retention .
Performance & Track Record
| Area | Evidence |
|---|---|
| Turnaround expertise | 35+ years; CEO roles at Prima Wawona and SolarWorld Americas; Deputy CRO at PG&E; Managing Director roles at Zolfo Cooper/AlixPartners . |
| Mandate at BYND | Lead enterprise-wide transformation; cost optimization; margin expansion; transformation office implementation . |
Compensation Structure Analysis
- Shift to fee-for-service leadership: Boken’s compensation is a consulting-style fixed monthly fee plus a weekly fee for core-team support, with no disclosed bonus, equity, or success fee—reducing direct pay-for-performance linkage versus typical executive equity awards .
- No equity alignment or insider selling pressure: No disclosed equity awards or ownership for Boken; he is not a beneficiary of the 2025 MIP RSUs/PSUs, limiting alignment but also mitigating insider selling overhang .
- Company-wide alignment mechanisms exist for others: Anti-hedging/pledging and clawback policies, and strong say-on-pay support; executive ownership guidelines not yet adopted (planned) .
- Change-in-control/retention risk: BYND’s double-trigger CIC applies to executives other than Boken, indicating no company severance protection for him; engagement can be terminated on short notice, implying higher flexibility but higher retention risk relative to contract-protected NEOs .
Risk Indicators & Red Flags
- Balance sheet dilution and governance complexity around share issuances and plan restatement; large equity authorization increase, anti-dilution features; potential further dilution tied to New Notes equitization .
- No success fee or equity tether for Boken; performance goals are stated without linked incentive payout, potentially weakening direct economic alignment .
- Termination flexibility (5-day notice) highlights retention/execution continuity risk during a high-stakes transformation .
- Hedging/pledging prohibited; no excise tax gross-ups; no related-party transaction under Item 404, which reduces governance red flags .
Investment Implications
- Near-term execution lever: Boken’s mandate targets operating expense reduction and EBITDA-positive run-rate by Q4 2026; success would likely be visible in sustained gross margin and opex trajectory improvements and in operating cash burn moderation .
- Alignment trade-off: Consulting-fee structure (no equity) removes direct dilution and insider selling pressure but dilutes pay-for-performance alignment; transformation success must be inferred from operating KPIs rather than incentive realization .
- Retention/continuity risk: Short-notice termination and no severance protections may expedite changes if progress lags but also adds execution risk in a multi-year turnaround .
- Governance backdrop: Strong say-on-pay votes, clawback, anti-hedging/pledging policies are positives; however, 2025 equity plan restatement and exchange-offer-driven dilution remain significant overhangs that increase scrutiny on transformation efficacy and capital allocation discipline .