Jonathan Nelson
BEYOND MEATAbout Jonathan Nelson
Jonathan Nelson, age 59, is Chief Operations Officer (COO) at Beyond Meat, appointed effective January 1, 2024, after serving as SVP Operations since October 2022 and earlier roles in manufacturing operations since May 2021 . He holds a BS in Paper Science and Engineering (University of Minnesota) and an MBA (University of Mary) with a career focus on plant-based food manufacturing and supply chain operations . During 2023, company net revenues fell 18% to $343.4M, gross margin was -24.1%, and net loss was $338.1M, while adjusted EBITDA loss improved modestly; STI payout funded at 59.4% of target based on corporate metrics, reflecting rigorous pay-for-performance alignment amid operational reset and the Global Operations Review .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beyond Meat | VP, NA Manufacturing Operations; interim coverage of COO responsibilities | May 2021–Nov 2021; interim in Aug 2021 | Stepped in following COO departure; maintained operations continuity during leadership transition . |
| Beyond Meat | SVP, Manufacturing Operations | Dec 2021–Oct 2022 | Led manufacturing scale-up and operational discipline; promoted during organizational restructuring . |
| Beyond Meat | SVP, Operations | Oct 2022–Jan 2024 | Permanently led operations and supply chain; compensation set to align with leadership scope . |
| Beyond Meat | Chief Operations Officer | Jan 2024–present | Executive accountability for global operations during margin expansion and cash-generation focus . |
| SunOpta (NASDAQ: STKL) | VP, Operations – Ingredients; VP, Operations – Plant-Based Food & Beverage | 2012–2016; 2016–2021 | Scaled plant-based production and ingredient operations across categories . |
| Pactiv (PTVE) | Operations Manager; Plant Manager II | 2000–2002; 2002–2012 | Led packaging manufacturing operations and continuous improvement . |
| Waldorf (now WestRock, WRK) | Engineering/Quality/Continuous Improvement | Early career | Foundation in process engineering and quality systems . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JP Nelson Consulting | Chief Executive Officer | Mar 2021–May 2021 | Advisory leadership prior to joining Beyond Meat . |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 355,000 | 370,000 |
| Target Bonus (% of Salary) | 40% | 40% (committee later exercised discretion on payout basis) |
| Perquisites | — | Nominal WFH/phone allowance; commuting reimbursement in 2023 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Actual | Payout Funding (% of target) | Notes |
|---|---|---|---|---|---|---|
| Net Revenues ($M) | 20% | 398.1 | 419.0 | 343.3 | 0% | Below threshold; no funding . |
| Gross Margin (%) | 20% | 9.8% | 12.2% | -0.6% (after adjustments) | 0% | No funding; committee considered non-cash charges . |
| Free Cash Flow ($M) | 40% | -122.4 | -106.4 | -118.4 | 62.5% | Positive FCF achieved in Q3, but 15% modifier not applied (negative discretion) . |
| Operating Expenses ($M) | 20% | 259.4 | 251.4 | 239.3 | 171.7% | Above target; funded with adjustments . |
| Overall STI Funding | — | — | — | — | 59.4% | Company-wide basis . |
| Nelson STI Award | — | — | Target $148,000 (40%) | — | Paid $131,868 | Committee applied positive discretion to pay using 60% target basis to align with peers . |
Vesting cadence for LTI:
- Options: 25% on 12-month anniversary, then monthly; 2023 grant vests 25% on Feb 28, 2024 and monthly through Feb 28, 2027 .
- RSUs: 25% at first anniversary, then quarterly; 22,422 RSUs vesting from Oct 13, 2023 quarterly to Oct 13, 2026; 28,027 RSUs vesting from Feb 28, 2024 quarterly to Feb 28, 2027 .
Equity Ownership & Alignment
- Stock ownership/pledging policy: Hedging and pledging are prohibited for directors and officers .
Ownership snapshot (Record Date: March 26, 2024):
| Category | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 40,169 | Includes 13,514 shares owned, 25,253 options exercisable within 60 days, and 1,402 RSUs vesting within 60 days; less than 1% of shares outstanding . |
Outstanding equity awards at FY 2023 year-end:
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Source |
|---|---|---|---|---|---|
| Stock Option | 3,130 | 1,717 | 130.32 | 8/9/2031 | |
| Stock Option | 3,875 | 3,876 | 64.51 | 12/10/2031 | |
| Stock Option | 2,899 | 3,428 | 47.42 | 3/1/2032 | |
| Stock Option | — | 46,664 | 17.84 | 2/28/2033 | 2023 annual grant |
| RSUs (unvested) | — | 909 | — | — | Promotion RSUs vesting through 2026 |
| RSUs (unvested) | — | 1,938 | — | — | |
| RSUs (unvested) | — | 1,780 | — | — | |
| RSUs (unvested) | — | 16,817 | — | — | |
| RSUs (unvested) | — | 28,027 | — | — | 2023 annual RSUs vesting through 2027 |
Ownership guidelines:
- Company has not yet adopted executive stock ownership guidelines; intends to establish them in future .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment start/role | Offer accepted May 5, 2021; at-will employment; COO effective Jan 1, 2024 . |
| Base location | Remote from Andover, MN with travel to plants and HQ . |
| Outside activities/non-compete | While employed, must not engage in other work or assist competitors without consent; no post-employment non-compete disclosed . |
| Severance/change-in-control | Double-trigger; upon qualifying termination within 3 months before to 18 months after a change-in-control: lump-sum 12 months’ base salary and 12 months COBRA; 100% acceleration of all time-based unvested equity; “better after-tax” 280G cut provision; no excise tax gross-ups . |
| Estimated CoC benefits (12/31/2023) | Severance $370,000; COBRA $21,352; RSU acceleration $440,291; options had no incremental value at $8.90 stock price . |
| Clawback | Mandatory clawback policy adopted Oct 2023 per SEC/NYSE rules . |
| Indemnification | Standard officer indemnification agreement . |
Compensation Structure Notes
- 2023 equity mix: ~50/50 RSUs and options by target value; options valued using grant-date Black-Scholes; RSUs valued at grant-date close; vesting schedules encourage retention and long-term alignment .
- Equity program risk controls: No option repricing or cash-out of underwater options without shareholder approval; pay caps; independent compensation committee and consultant .
- Peer group and LTI evolution: For 2024, company revised compensation peer group to food & beverage peers and introduced PSUs for CEO/CFO with TSR-based vesting; not disclosed for Nelson .
Say-On-Pay & Shareholder Feedback
- 2023 say-on-pay received ~88% support; company conducted investor outreach, leading to program refinements noted above .
Performance & Track Record
- Company outcomes in 2023: Net revenues $343.4M (-18% YoY); gross margin -24.1%; net loss $338.1M; adjusted EBITDA loss $269.2M; free cash flow improved to $(118.4)M from $(390.7)M; operating expenses reduced ~18.7% YoY .
- Strategic actions: Global Operations Review initiated Nov 2023 to narrow commercial focus, optimize manufacturing/real estate footprint, discontinue select products (e.g., Beyond Meat Jerky), and accelerate inventory reduction .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers and directors .
- Option repricing: Prohibited without shareholder approval .
- Related party transactions: None disclosed involving Nelson; no family relationships; standard indemnification .
- Governance: Independent committees; risk oversight strengthened via risk committee .
Equity Award Vesting Calendar (Indicative)
- Options (2023 grant): 25% vested Feb 28, 2024; remaining vests monthly through Feb 28, 2027 .
- RSUs: Promotion RSUs—25% vested Oct 13, 2023; remainder vests quarterly to Oct 13, 2026; Annual 2023 RSUs—25% vested Feb 28, 2024; remainder vests quarterly to Feb 28, 2027 .
Investment Implications
- Alignment: Nelson’s STI is entirely tied to corporate outcomes; 2023 payout at 59.4% of target evidences discipline amid revenue/margin pressure . Quarterly RSU vesting creates modest, predictable supply; hedging/pledging restrictions mitigate misalignment risks .
- Retention economics: Double-trigger CoC protection with 12 months’ salary, COBRA, and full acceleration of time-based equity supports continuity without excessive severance multiples; no excise tax gross-ups .
- Ownership: Beneficial ownership is small (<1%), typical for non-founder executives; absence of formal ownership guidelines is a medium-term governance consideration, though company plans to adopt guidelines .
- Execution focus: With COO accountability during the Global Operations Review, operational improvements (opex reduction, cash discipline) are central; future pay structures (e.g., PSUs for top executives) indicate increasing emphasis on TSR and performance alignment across leadership, though Nelson’s 2024 LTI mix not yet disclosed .