Raymond J. Lane
BEYOND MEATAbout Raymond J. Lane
Raymond J. Lane is an independent Class III director of Beyond Meat, age 78, serving since 2015 with his current term expiring at the 2028 annual meeting; the board deems him independent under SEC/Nasdaq rules . He served on the Human Capital Management and Compensation Committee in 2024; as of October 16, 2025 he remains an independent director on the eight‑member board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beyond Meat, Inc. | Independent Director (Class III) | 2015–2028 (current term) | Member, Human Capital Management and Compensation Committee (2024) |
External Roles
Not disclosed in the 2025 proxy and related materials reviewed (no other public company boards listed for Mr. Lane) .
Board Governance
- Independence: Independent director, Class III; current term expires 2028 .
- Committee service: Human Capital Management and Compensation Committee (member in 2024); no Item 404 related‑party disclosures among committee members in 2024 .
- Lead independent director: Kathy N. Waller is the Lead Independent Director (not Mr. Lane) .
- Stock ownership guidelines: Adopted October 2024—each outside director expected to own ≥5x annual cash retainer within 5 years; as of Dec 31, 2024, all outside directors were compliant or on track .
- Attendance: Specific board/committee attendance rates not disclosed in the special meeting proxy; no attendance table provided –.
Fixed Compensation
| Component | Policy Detail | Effective | Amount/Rate |
|---|---|---|---|
| Board cash retainer (member) | Annual cash retainer | Ongoing | $40,000 |
| Board Chair cash retainer | In lieu of member retainer | Ongoing | $67,500 |
| Lead Independent Director retainer | In lieu of member retainer | Ongoing | $48,000 |
| Audit Committee | Member / Chair | Ongoing | $7,500 / $17,500 |
| HCM & Compensation Committee | Member / Chair | Ongoing | $5,000 / $10,000 |
| Nominating & Corporate Governance | Member / Chair | Ongoing | $3,000 / $8,000 |
| Risk Committee | Member / Chair | Ongoing | $3,000 / $8,000 |
| Special Transaction Committee | Member / Chair (retroactive) | Jan 1–Oct 15, 2025 | $37,500 / $50,000 (prorated) |
| Director | Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| Raymond J. Lane | 2024 | 45,000 | 107,244 | 152,244 |
Notes:
- Equity grants to non‑employee directors were suspended in May and September 2025 (initial and annual awards paused until further board action) –.
- Directors are reimbursed for reasonable meeting expenses .
Performance Compensation
| Item | Structure | 2024/2025 Details |
|---|---|---|
| RSU grants (initial, annual) | Time‑vested RSUs; typical values: $250,000 initial (3‑year monthly vest); $105,000 annual (12‑month monthly vest) | Policy existed through 2024; equity awards suspended in May/Sept 2025 |
| Lane’s equity in 2024 | Annual RSU grant; grant date fair value | $107,244 RSUs; standard time‑based vesting |
| Outstanding RSUs (Dec 31, 2024) | Unvested RSUs held by non‑employee directors | Most held 6,242 unvested RSUs; exceptions listed—Lane falls into the 6,242 cohort |
| Options | Not typical for directors; only two directors held options at YE2024 | Lane held no options as of YE2024 |
| Performance metrics | Director equity is not performance‑metric based; time‑based vesting only | No performance metrics disclosed for director pay |
Other Directorships & Interlocks
- Compensation Committee Interlocks: In 2024, Lane served on the HCM & Compensation Committee with Colleen Jay, Muktesh “Micky” Pant, and Kathy N. Waller; none were officers or had relationships requiring Item 404 disclosure .
- No disclosed shared directorships with competitors/suppliers/customers or related‑party transactions for Mr. Lane in 2024 proxy disclosures .
Expertise & Qualifications
- The proxy identifies Lane as an independent director with compensation committee service; specific education, technical domain expertise, and prior employment history are not disclosed in the special meeting proxy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Instruments |
|---|---|---|---|
| Raymond J. Lane | 63,611 | <1% | Common stock; no options; held RSUs during 2024 |
Additional alignment rules:
- Anti‑hedging and anti‑pledging: Directors prohibited from short sales, derivatives, hedging, or pledging Beyond Meat stock .
- Director ownership guideline: ≥5x annual cash retainer within 5 years; board reported compliance/on‑track status by Dec 31, 2024 .
Governance Assessment
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Strengths
- Independence and long tenure provide continuity; Lane has served since 2015 and is deemed independent .
- Committee experience on HCM & Compensation; 2024 committee members had no Item 404 conflicts, supporting governance quality .
- Adoption of director stock ownership guidelines (5x cash retainer) and anti‑hedging/pledging policies enhances alignment with shareholders .
- Suspension of director equity in 2025 amid capital structure changes reduces dilution optics for board compensation –.
-
Risks/Red Flags (board environment)
- Extraordinary dilution and noteholder voting agreements concentrated ownership/votes, potentially constraining board autonomy; 96.92% of notes tendered, resulting in ~81.0% immediate ownership by existing noteholders post‑settlement and potential to ~87.7% upon conversion at floor price – –.
- Charter amendments to authorize up to 3.0B shares and reverse split discretion signal capital structure stress; reverse split constrained by noteholder agreements if minimum bid price is maintained –.
- Board transitions added creditor‑nominated directors (AHG Directors) with committee seats, which may change committee dynamics; oversight balance should be monitored –.
Overall, Lane’s independence, committee service, and compliance with ownership/anti‑hedging policies are positives for investor confidence; macro governance risks stem from capital restructuring and board composition changes rather than Lane‑specific issues – –.