Raphael Thomas Wallander
BEYOND MEATAbout Raphael Thomas “Ray” Wallander
Raphael “Ray” Thomas Wallander, age 52, was appointed to Beyond Meat’s board on October 15, 2025 as an independent Class III director with a term running to the 2028 annual meeting. He is a member of the Human Capital Management and Compensation Committee, and the board affirmed his independence under SEC and Nasdaq standards. Wallander is Owner/Chairman/CEO of Maxwell Bay Advisors (founded 2018), has served in senior legal roles at Wayzata Investment Partners since 2007, and holds JD and BA degrees from the University of Minnesota. He also joined Redwire Corporation’s board in July 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxwell Bay Advisors, LLC | Owner, Chairman & CEO | Since 2018 | Platform for independent director services and consulting |
| Wayzata Investment Partners, LLC | Corporate Counsel; Principal; General Counsel | Since 2007 | SEC-registered investment adviser; various roles since 2007 |
| Private practice (law) | Attorney | Prior to joining Wayzata | Legal practice background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwire Corporation (NYSE: RDW) | Director | Since July 2025 | Not disclosed in BYND proxy |
| Barnes & Noble Education (NYSE: BNED) | Director (prior) | Not disclosed | Not disclosed |
| F45 | Director (prior) | Not disclosed | Not disclosed |
| Various private companies | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Appointment and term: Appointed October 15, 2025; Class III; current term expires at 2028 annual meeting.
- Independence: Board determined he has no relationships interfering with independent judgment; independent under SEC and Nasdaq rules.
- Committee assignment: Member, Human Capital Management and Compensation Committee (HCMCC).
- Context: Appointment resulted from a Transaction Support Agreement tied to an Exchange Offer; two directors resigned and two AHG Directors (including Wallander) were appointed without increasing board size.
- Attendance: 2024 board met 6 times and all directors met ≥75% attendance except one appointee from 2024; Wallander joined in October 2025, so his attendance was not yet disclosed.
Fixed Compensation (Director Policy)
| Board/Committee | Member Annual Cash Retainer ($) | Chair Annual Cash Retainer ($) | Notes |
|---|---|---|---|
| Board of Directors | 40,000 | 67,500 | Lead Independent Director retainer: $48,000 in lieu of member retainer |
| Audit Committee | 7,500 | 17,500 | — |
| Human Capital Mgmt & Compensation Committee | 5,000 | 10,000 | Wallander is a member (not chair) |
| Nominating & Corporate Governance Committee | 3,000 | 8,000 | — |
| Risk Committee | 3,000 | 8,000 | — |
Directors are reimbursed for reasonable meeting expenses; employees receive no additional board fees.
Performance Compensation (Director Equity Awards Structure)
| Equity Element | Intended Value | Vesting | Key Terms |
|---|---|---|---|
| Initial RSU (first award) | $250,000 RSU value | Monthly over 3 years, service-based | Granted upon initial election/appointment |
| Initial RSU (second award) | $105,000 RSU value, prorated to next AGM | Monthly over months to next AGM, service-based | Granted upon initial election/appointment |
| Annual RSU (thereafter) | $105,000 RSU value | Monthly over 12 months post-AGM, service-based | For continuing outside directors after each AGM |
| Change in Control | — | Full acceleration immediately prior to, and contingent upon, CoC if serving through CoC | — |
| Award Limits | — | — | Annual cap: cash+equity ≤ $650,000; ≤ $900,000 in first calendar year as director |
| RSU Share Calculation | — | — | Shares = intended value ÷ 30-day avg closing price (rounded down) |
The policy describes standard grants and vesting for outside directors; specific grants to Wallander were not itemized in the filings reviewed.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Redwire Corporation (NYSE: RDW) | Director | None disclosed with BYND; BYND affirmed Wallander’s independence under SEC/Nasdaq standards. |
| Barnes & Noble Education (NYSE: BNED) | Prior Director | None disclosed. |
| F45 | Prior Director | None disclosed. |
Expertise & Qualifications
- Legal and governance expertise: JD; former private practice attorney; long-tenured legal and investment roles at Wayzata Investment Partners (Corporate Counsel, Principal, General Counsel).
- CEO/board advisory experience: Leads Maxwell Bay Advisors, an independent director and governance advisory platform.
- Public company board experience: Redwire Corporation (current); prior BNED and F45.
- Education: JD and BA, University of Minnesota.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Raphael Thomas Wallander | — | — |
- Stock ownership guidelines (outside directors): Must own company shares equal to ≥5x annual cash retainer within five years from the later of October 22, 2024 or the director’s start date. Counts include outright shares, certain trusts, vested-but-unsettled RSUs, and unvested time-based RSUs (excludes unvested performance-based RSUs prior to certification).
- Hedging/pledging: BYND prohibits directors from hedging and from holding or pledging company stock in margin accounts.
Governance Assessment
- Independence and appointment context: The board explicitly determined Wallander is independent; his appointment was part of a Transaction Support Agreement tied to an Exchange Offer (indicative of shareholder engagement and board refreshment dynamics).
- Committee leverage: Placement on the HCMCC puts him at the center of executive pay oversight, ownership guidelines, clawback administration, and investor engagement on compensation—areas highlighted as independent and supported by an external consultant.
- Alignment signals: Director pay is cash plus time-vested RSUs with CoC double-trigger acceleration for directors; award limits and 5x retainer ownership guidelines aim to improve alignment, and directors are barred from hedging/pledging. Initial beneficial ownership for Wallander was not reported in the special proxy, with guidelines allowing five years to reach the target.
- Shareholder sentiment: BYND’s 2024 Say-on-Pay received ~85% approval, suggesting no acute investor backlash on compensation framework entering 2025.
Board Governance (Company Framework Reference)
- Majority of directors independent; 100% independent committees; Lead Independent Director structure; majority voting standard for director elections adopted in February 2024.
- 2024 attendance: Board held six meetings; all directors met ≥75% attendance except one new appointee; new director orientation and NACD membership provided.
Related-Party Exposure and Policies
- Policy oversight: Audit Committee must pre-approve/ratify related-person transactions and reviews conflicts under the Code of Conduct; 2018 Plan prohibits underwater option repricing without shareholder approval.
- No specific related-person transactions involving Wallander are identified in the reviewed 2025 proxy materials; board independence determination considered employment, affiliations, and family relationships in reaching its conclusion.
Notes for investors: Monitor forthcoming Form 4 filings for initial RSU grants upon appointment and subsequent annual director grants; track progress toward the 5x ownership guideline over the five-year compliance window. BYND’s anti-hedging/pledging policy reduces alignment risk, while HCMCC membership gives Wallander direct influence over incentives and governance practices.