Seth Goldman

About Seth Goldman

Seth Goldman (age 59) is Chair of the Board at Beyond Meat and an independent director since 2013. He previously served as Executive Chair from October 2015 to February 2020 and holds a BA in Government from Harvard College and an MPPM from Yale School of Management; he is a Henry Crown Fellow at the Aspen Institute .

Past Roles

External Roles

Board Governance

• Role and independence: Chair of the Board; Board determined him independent under SEC/Nasdaq standards and additional independence qualifications; independence also reflected in special-meeting proxy director table .
• Committee assignments: Member, Nominating and Corporate Governance Committee (Chair: Nandita Bakhshi; members: Seth Goldman and Chelsea Grayson) .
• Attendance: Board held 6 meetings in 2024; each director attended ≥75% of aggregate board and committee meetings except Ms. Bakhshi (Seth met attendance expectations) .
• Lead Independent Director: Kathy N. Waller; executive sessions of independent directors held regularly (≥2 per year) .
• Governance structure: Separate Chair and CEO roles (Goldman as Chair; Brown as CEO), viewed by Board as effective balancing of oversight and management .

Fixed Compensation

Policy details (current):

• Annual cash retainers: Board member $40,000; Chair of Board $67,500; Lead Independent Director $48,000; Audit member/chair $7,500/$17,500; HCM & Comp member/chair $5,000/$10,000; Nominating & Governance member/chair $3,000/$8,000; Risk member/chair $3,000/$8,000 .
• Equity grants: Annual RSU grant $105,000 (monthly vesting over 12 months); initial RSU grants for new directors $250,000 (36 months) plus prorated $105,000 to next annual meeting .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Entrepreneurial, consumer products, marketing/sales, ESG and sustainable business practices; NACD Board Leadership Fellow credentials .
• Education: BA Harvard; MPPM Yale; Aspen Institute Henry Crown Fellow .

Equity Ownership

Stock ownership alignment:

• Director stock ownership guidelines: Minimum 5× annual cash retainer; compliance/on track by all non-employee directors as of Dec 31, 2024 .
• Prohibited practices: Hedging and pledging of company stock prohibited for directors .

Governance Assessment

• Strengths: Independent Chair with long sector experience; clear separation of Chair/CEO roles; consistent attendance; robust director ownership guidelines and anti-hedging/pledging policies; active role on Nominating & Governance Committee; no current public board interlocks (limits external conflicts) .
• Compensation alignment: Modest cash retainer with equity mix via standardized RSUs; annual value consistent with peer-aligned policy; capped under plan limits; full vesting limited to change-in-control scenarios .
• Related-party exposure: Audit Committee oversees related-party transactions under formal policy; no specific transactions naming Mr. Goldman identified in reviewed proxy sections; continue monitoring due to external operator roles at Eat the Change/PLNT Burger .
• RED FLAGS to monitor: Extraordinary dilution and capital structure changes from 2025 exchange offer increased governance complexity (not directly tied to Goldman’s personal conduct but affects investor confidence); Board transition commitments under support agreements underscore heightened oversight demands .

Director Compensation Structure Analysis (YoY)

• Mix shift 2023→2024: Cash essentially flat; equity RSU grant increased consistent with policy annual value ($105k) and market price mechanics; no options granted in 2024; equity remains at-risk with vesting .
• Guaranteed vs at-risk: Majority of director compensation value from equity RSUs (at-risk via service vesting, market exposure); cash retainer stable .
• Policies prohibit repricing/cash-out of underwater options without shareholder approval under the 2018 Plan .

Say‑on‑Pay & Shareholder Feedback

• Board outreach: Formal stockholder outreach cycles; adoption of majority voting standard for director elections in Feb 2024 .

Related Party Transactions

• Policy: Audit Committee pre-approves/ratifies related-party transactions; evaluates arm’s-length terms and materiality; all 2024 related-party transactions handled under policy .
• Disclosures reviewed: No specific related-party transactions naming Seth Goldman identified in the reviewed proxy sections; maintain surveillance due to external ventures .

Employment & Contracts (Director)

• Indemnification: Company provides indemnification to directors to fullest extent under Delaware law; separate indemnification agreements in place .
• Non-compete/other covenants: Not applicable for non-employee directors; no disclosures of director employment contracts .

Risk Indicators & Policies

• Hedging/Pledging: Prohibited for directors (alignment safeguard) .
• Clawback: Mandatory clawback policy compliant with SEC/Nasdaq for incentive-based compensation .
• Section 16 compliance: No delinquent filings noted for Mr. Goldman in 2024; late Form 4s were noted for certain executives due to administrative error .

Committee Composition Snapshot (Board-Level)

Notes on 2025 Capital Structure Context

• Exchange Offer early settlement (Oct 15, 2025) exchanged ~96.92% of 0% 2027 notes into $208.7M New Notes and 316.15M New Shares; significant dilution to common holders; governance implications include voting agreements and authorized share increase proposals; Board unanimously recommended approvals at special meeting .