Lubi Kutua
BEYOND MEATAbout Lubi Kutua
Lubi Kutua, age 44, is Chief Financial Officer and Treasurer of Beyond Meat (BYND), a role he has held since October 13, 2022 after joining the company in January 2019 as VP of FP&A and Investor Relations; he holds a BA in Mathematics and Physics (Hamilton College) and an MBA (NYU Stern) . BYND introduced PSUs for 50% of CEO/CFO 2024 LTI and set 2024 STI goals on revenue, gross margin, free cash flow, and operating expenses; actual results were below threshold, resulting in no 2024 bonus payout, indicating a pay-for-performance orientation amid a challenged operating year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Beyond Meat | Chief Financial Officer & Treasurer | Oct 2022 – Present | Principal financial officer overseeing finance, capital markets, and treasury |
| Beyond Meat | VP, FP&A and Investor Relations | Jan 2019 – Oct 2022 | Led planning and IR during public-company scaling phase |
| Jefferies LLC | Vice President, Equity Research (Packaged Foods & Agribusiness) | Aug 2015 – Jan 2019 | Sell-side coverage of food/ag, relevant to BYND’s category dynamics |
| KeyBanc Capital Markets | Associate-Analyst, Equity Research | Prior to 2015 | Packaged foods & agribusiness coverage |
| Goldman Sachs | Associate, Divisional Management Reporting | Early career | Financial analysis and reporting |
External Roles
- No current public company directorships disclosed in BYND’s 2025 proxy executive officer section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 299,984 | 385,000 | 390,000 |
| Target Bonus (% of Salary) | 60% (raised from 35% upon CFO promotion in Oct-2022) | 60% | 60% |
| Actual STI/Non-Equity Incentive ($) | — | 138,996 | — (no payout; below threshold) |
| One-time Bonus/Retention ($) | 46,200 (retention bonus) | 1,200 (nominal allowance) | 1,200 (nominal allowance) |
| “All Other Compensation” ($) | 11,087 | 13,602 | 14,217 |
| Base Salary change effective 2025 | — | — | Increased to $450,000 effective Feb 1, 2025 |
Performance Compensation
2024 Annual STI (Bonus Plan) – Metrics, Targets, Outcomes
| Metric | Weighting | Threshold | Target | Stretch | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Net revenues ($M) | 20% | 345.0 | 355.0 | 365.0 | 400.0 | 326.5 | 0% (below threshold; no STI payout) |
| Gross margin (%) | 20% | 17.5 | 21.5 | 25.0 | 29.0 | 12.8 | 0% (below threshold) |
| Free cash flow ($M) | 30% | (65.0) | (55.0) | (45.0) | (35.0) | (100.0) (excl. $10M contract termination in assessment) | 0% |
| Operating expenses ($M) | 30% | 170.0 | 160.0 | 152.5 | 145.0 | 190.3 (excl. $7.5M litigation accrual in assessment) | 0% |
- Result: 2024 threshold funding goals not achieved; Kutua received no STI bonus for 2024 (target 60% of $390,000 = $234,000) .
2024 PSU Awards (Relative TSR market-condition PSUs)
| Tranche | Target PSUs (#) | Grant-date fair value per PSU ($) | Target value ($) | Max value ($) | Performance period |
|---|---|---|---|---|---|
| Tranche I | 24,710 | 13.49 | 333,338 | 666,676 | 1/1/24–12/31/24 |
| Tranche II | 22,989 | 14.50 | 333,341 | 666,681 | 1/1/24–12/31/25 |
| Tranche III | 21,830 | 15.27 | 333,344 | 666,688 | 1/1/24–12/31/26 |
| Total | 69,529 | — | 1,000,023 | 2,000,045 | — |
- Design notes: BYND introduced PSUs for 50% of CEO/CFO 2024 LTI; PSU valuation reflects relative TSR as a market condition under ASC 718; expense fixed at grant subject to service forfeitures .
Prior Equity Grants and Vesting Schedules (Promotion 2022)
- Upon CFO promotion, grants contemplated: options valued initially at $300,000 and RSUs at $300,000 (plus an additional $200,000 RSU with 1-year quarterly vest), each vesting 25% on the 12‑month anniversary of promotion and monthly (options) or quarterly (RSUs) thereafter; subject to approval .
- Restated letter (Nov 10, 2022) amended to $850,000 option and $850,000 RSU values with identical 25%/12‑month cliff, then monthly (options over 48 months) or quarterly (RSUs over 16 quarters) vesting schedules .
Equity Ownership & Alignment
Beneficial Ownership (as of record date in 2025 Proxy)
| Holder | Beneficially owned shares | % of class | Breakdown |
|---|---|---|---|
| Lubi Kutua | 204,795 | <1% | 54,689 common; 146,739 options exercisable within 60 days; 3,367 RSUs vesting within 60 days |
Outstanding Awards at FY 2024 Year-End (select items)
| Category | Detail |
|---|---|
| Options (examples) | 16,052 @ $20.02 exp. 4/2/2029 (exercisable) |
| 58,354 exercisable / 49,378 unexercisable @ $15.78 exp. 11/15/2032 | |
| 42,775 exercisable / 50,553 unexercisable @ $17.84 exp. 2/28/2033 | |
| Unvested RSUs (examples) | 26,933 ($101,268); 31,531 ($118,557); 102,355 ($384,855) market values at $3.76 on 12/31/2024 |
| Unvested PSUs | 34,765 target units; payout value reference at $3.76 per share provided in proxy CoC table methodology |
Alignment Policies
- Anti-hedging and anti-pledging: BYND prohibits short sales, derivatives, and entering hedging arrangements; and prohibits holding BYND stock in margin accounts or pledging as collateral for loans (applies to employees, NEOs, and directors) .
- Stock ownership guidelines: As of 2024 proxy, not yet adopted; committee intends to establish guidelines in the future .
- Section 16 compliance: One late Form 4 in 2024 for each of several NEOs (including Kutua) due to administrative error (tax withholding on RSU vest) .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will employment; key terms governed by offer/letter agreements and plan documents . |
| CFO appointment | Effective October 13, 2022 . |
| Base salary progression | $375k–$385k (2022–2023 per SCT), $390k in 2024; increased to $450k effective Feb 1, 2025 . |
| Target STI | 60% of base salary (2023–2024) . |
| Severance/change-in-control (CIC) | Double-trigger CIC severance; if terminated without cause or resign for good reason within 3 months before to 18 months after a CIC: 12 months base salary and 12 months COBRA premium; time-based equity accelerates 100% if awards are assumed; if awards are not assumed at CIC, all unvested equity vests immediately prior to closing . |
| Illustrative CIC values (assumed Dec 31, 2024 price $3.76) | If awards not assumed: RSUs $608,680; PSUs $261,429; Total $870,109. If terminated in connection with assumed awards: Salary $390,000; COBRA $9,043; RSUs $608,680; Total $1,007,723 . |
| 280G “better of” | Payments reduced or paid in full to yield better after-tax outcome; no excise tax gross-ups . |
| Clawback | Mandatory clawback policy adopted to comply with SEC/Nasdaq; recover erroneously awarded incentive-based compensation upon restatement . |
Investment Implications
- Pay-for-performance signal: 2024 STI paid zero as results missed threshold across revenue, margin, FCF, and opex, demonstrating downside pay sensitivity; combined with PSU introduction for the CFO, incentive mix is more performance-levered than prior years .
- Vesting/supply dynamics: Large time-based RSU/option overhang and multi-year vesting from 2022 promotion and subsequent awards could create periodic sell-down pressure upon vest, though hedging/pledging is prohibited and 2024 Form 4 activity noted was tax withholding related .
- Retention and change-in-control: Double-trigger CIC with 12 months salary and COBRA is moderate; full acceleration if awards not assumed, and 100% acceleration of time-based equity upon qualifying termination post-CIC when assumed, supports retention but raises potential dilution on a transaction .
- Alignment and ownership: Beneficial ownership (<1%) with meaningful options exercisable within 60 days indicates upside linkage via equity; lack of stock ownership guidelines (as of 2024) is a governance gap the committee intends to address .
Appendix: Additional Compensation Tables
Summary Compensation (Kutua)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 299,984 | 46,200 (retention) | 987,523 | 1,166,304 | — | 11,087 | 2,511,098 |
| 2023 | 385,000 | 1,200 | 1,000,003 | 1,000,010 | 138,996 | 13,602 | 2,538,811 |
| 2024 | 390,000 | 1,200 | 2,000,031 | — | — | 14,217 | 2,405,447 |