Jeremy Andrus
About Jeremy Andrus
Jeremy Andrus, age 53, is Traeger’s Chief Executive Officer (since January 2014) and Chairman of the Board (since July 2021). He holds a B.S. in International Relations from Brigham Young University and an MBA from Harvard Business School . Traeger’s board highlighted achieving maximum 2024 Adjusted EBITDA goals, with Andrus’s 2024 performance shares fully earned and vesting March 31, 2025, reflecting strong execution focus on inventory rightsizing and margin discipline amid a challenging environment . Andrus’s compensation is structured to be entirely equity-linked through 2026, signaling alignment with superior performance over cash guarantees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skullcandy, Inc. | President & Chief Executive Officer | — | Executive leadership with extensive experience in corporate strategy, brand leadership, general management, and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Andrus |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | $0 | Not eligible through 2026 | $0 | $13,800 (401k match) |
| 2023 | $0 | Not eligible through 2026 | $0 | $13,200 |
- Side Letter: Andrus agreed to a $0 base salary and no annual bonus eligibility until December 31, 2026; termination before 2026 or upon change-in-control yields $0 salary and up to 12 months of Company-paid health benefits, with equity award treatment as specified .
Performance Compensation
| Award | Grant Date | Type | Metric | Target/Weighting | Outcome/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 CEO Performance Shares | Feb 6, 2024 | Performance-based restricted shares | Adjusted EBITDA (threshold/target/max); alternative $18 stock price goal if below threshold | Not disclosed | Maximum Adjusted EBITDA achieved; all 2,075,456 shares earned | Vested Mar 31, 2025 |
| 2023 CEO Performance Shares | Apr 13, 2023 | Performance-based restricted shares | Adjusted EBITDA | Not disclosed | All 1,037,728 shares earned | Vested Mar 31, 2024 |
| Policy Notes (2024 CEO PS) | — | — | Alternative stock price goal | $18.00 per share if 2024 Adjusted EBITDA below threshold | Not applicable (EBITDA max achieved) | If applicable, vest on later of Mar 31, 2025 or date goal achieved |
Grant-date fair value for 2024 CEO performance shares was $4,482,985 . The vesting of earned CEO performance shares may accelerate upon change-in-control or certain terminations with customary release and covenants .
Equity Ownership & Alignment
| Data Point | Value |
|---|---|
| Total beneficial ownership | 16,477,481 shares (12.6% of outstanding), held directly by Andrus as of March 24, 2025 |
| Outstanding unvested as of 12/31/2024 | 2,075,456 earned performance shares, market value $4,960,340 at $2.39 per share; subsequently vested Mar 31, 2025 |
| Options (exercisable/unexercisable) | None disclosed |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and similar instruments; no pledging disclosure |
| Stock ownership guidelines | Not disclosed for executives |
- 2022 Letter Agreement: Accelerated vesting of 2,075,455 RSUs, with a clawback mirroring original vesting dates; clawback lapsed for 2024 portion, remaining lapses in August 2025 and August 2026. Andrus paid withholding taxes in cash (reducing forced share sales) .
- Insider trading governance: Quarterly blackout periods, pre-clearance, and 10b5-1 plan requirements; prohibitions on hedging instruments such as collars, swaps, and prepaid forwards .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended & Restated Sept 25, 2017; initial 1-year term, auto-renews unless 90-day notice |
| Severance (employment agreement) | If terminated without cause/not renewed or for good reason: 12 months’ severance based on base salary at termination and up to 12 months’ Company-paid health benefits with release |
| Side Letter overlay | Through 2026: base salary $0 and not bonus-eligible; termination on/before Dec 31, 2026 or upon change-in-control yields $0 salary and up to 12 months benefits; equity vesting per award terms |
| Change-in-control treatment | Earned 2024 CEO performance shares vest upon change-in-control or qualifying termination with release and covenants |
| Restrictive covenants | Non-compete and non-solicit during employment and for one year after, plus invention assignment/confidentiality |
Board Governance
- Role: CEO and Chairman; not independent under NYSE rules .
- Lead Independent Director: Raul Alvarez; responsibilities include executive session leadership, agendas, liaison, and shareholder communications .
- Board classification: Staggered, Andrus is Class I (nominated for term expiring 2028) .
- Committees: Andrus is not listed as member of Audit, Compensation, or Nominating; those committees are fully independent .
- Controlled Company: Traeger qualifies as a “controlled company” under NYSE due to Investors’ >50% voting power; Board maintains majority independent directors and fully independent Compensation and Nominating committees despite available exemptions .
- Attendance: In 2024 each director attended at least 75% of aggregate Board and committee meetings during their service period .
Board service dynamics and dual-role implications:
- Combining CEO and Chair roles is mitigated by a Lead Independent Director structure and independent committees; Board states this provides balance between leadership and independent oversight .
- Management Stockholders Agreement requires Traeger to nominate Andrus for director so long as he is CEO or owns >2% of shares; Andrus also has replacement designation rights for certain investor vacancies before a Trigger Event; if no longer CEO, he would be appointed Executive Chairman if still on the Board, indicating sustained governance influence .
Director Compensation (Andrus-specific)
- Andrus receives no additional compensation for Board service; director compensation program applies to non-employee directors only .
Compensation Committee Analysis
- Members: Raul Alvarez (Chair), James Ho, Steven Richman; met 7 times in 2024; all qualify under NYSE’s heightened independence standards .
- Consultant: Meridian Compensation Partners engaged in 2023 and 2024 for benchmarking peers, mix and levels; Committee determined no conflicts under SEC rules .
- Responsibilities include CEO compensation oversight, executive pay setting, incentive/equity plan administration, and clawback policy compliance .
Related Party and Governance Considerations
- Stockholders Agreement grants AEA, OTPP, and TCP Board designation rights and certain consent rights over major corporate actions (including CEO termination/hire), reflecting significant investor governance influence .
- Indemnification agreements in place for directors and officers; no pending litigation naming directors/officers seeking indemnification .
Performance & Track Record
- 2024 outcomes: Maximum Adjusted EBITDA performance goals achieved leading to full payout of CEO’s performance-share award; Board emphasized progress on inventory rightsizing and margin expansion; introduction of Woodridge grill line in January 2025 .
- 2023 outcomes: Adjusted EBITDA goal achieved resulting in full vesting of 2023 CEO performance shares on March 31, 2024 .
Vesting Schedules and Potential Selling Pressure
- Large vesting events: 1,037,728 shares vested March 31, 2024 and 2,075,456 shares vested March 31, 2025 tied to performance goals .
- 2022 RSU acceleration required cash tax payments (reduces forced selling), with clawback mirroring original schedule through August 2026, supporting retention and alignment .
Equity Ownership & Alignment Table
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership | Mar 24, 2025 | 16,477,481 shares; 12.6% of outstanding |
| Unvested at FY-end | Dec 31, 2024 | 2,075,456 earned performance shares; $4,960,340 at $2.39/share, vested Mar 31, 2025 |
| Hedging prohibition | Policy | Hedging/derivative transactions prohibited; pre-clearance and blackout rules enforced |
| Pledging | — | Not disclosed |
Employment Terms Summary Table
| Agreement/Policy | Key Terms |
|---|---|
| 2017 Employment Agreement | 12 months’ salary-based severance and up to 12 months benefits upon termination without cause/not renewed/for good reason; 1-year non-compete/non-solicit; confidentiality/invention assignment |
| Side Letter (through 2026) | $0 salary, no annual bonus; if terminated on/before Dec 31, 2026 or upon change-in-control → $0 salary and up to 12 months benefits; equity accelerations per award specifics |
| 2024 Performance Shares | Earned at maximum based on Adjusted EBITDA; vest Mar 31, 2025; accelerate upon change-in-control or qualifying termination with release and restrictive covenants |
| 2022 RSU Acceleration | Cash tax payment; clawback lapses on original vest dates in Aug 2025 and Aug 2026 |
Investment Implications
- High alignment: Andrus’s pay is entirely equity-driven through 2026 with zero salary/bonus, and significant personal ownership at 12.6%, aligning incentives with shareholders’ long-term value creation .
- Performance-linked awards: Full payout of 2023 and 2024 performance shares on Adjusted EBITDA indicates emphasis on operational profitability; repeat vesting events can create share supply around vest dates, though prior cash tax elections reduced forced selling .
- Governance balance: CEO+Chairman dual role is mitigated by a Lead Independent Director and independent committees; however, controlled company status and investor consent rights over CEO transitions increase sponsor influence over strategic decisions and succession, which may limit governance flexibility in stress scenarios .
- Retention risk: Side Letter’s minimal cash severance and equity-centric structure plus clawback mechanics encourage tenure; change-in-control provisions provide earned award protection but do not include cash parachutes or tax gross-ups, reducing shareholder-unfriendly risk flags .