Bruce Brown
About Bruce Brown
Bruce Brown (60) is Chief Customer Officer at WK Kellogg Co, serving in the role since October 2, 2023 . He previously led customer strategy, planning, and marketing at Kellanova, with earlier sales roles at Mott’s USA and The Dial Corporation, bringing ~25 years of cereal and snacks customer leadership to KLG . Company performance in 2024 featured adjusted Net Sales of $2.708B, adjusted EBITDA of $275M, and Free Cash Flow of $5M, driving a 112% Business Performance Factor for annual incentives . Pay-vs-performance disclosures show 2024 Total Shareholder Return value of $140.87 (vs. $99.83 in 2023), Net Income of $72M (vs. $110M in 2023), and Adjusted EBITDA of $275M (vs. $258M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kellanova | Vice President, Customer Strategy & Planning | 2019–2023 | Led customer strategy/planning through spin-off setup and commercialization |
| Kellanova | Vice President, Customer Marketing | 2014–2018 | Drove category/customer marketing programs across cereal/snacks |
| Kellanova | SVP Western/National Customer Teams | Not disclosed | Led large customer teams; national account execution excellence |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mott’s USA | Sales roles | Not disclosed | Category exposure in beverages; retail/customer relationships |
| The Dial Corporation (now Henkel) | Sales roles | Not disclosed | Personal care/household CPG sales; channel operations |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 396,097 | 419,981 | 455,000 |
| Bonus ($) | — | 103,000 (recognition award) | — |
| Stock Awards ($) | 258,995 | 1,059,972 | 503,006 |
| Non-Equity Incentive Plan ($) | 350,000 | 358,696 | 360,815 |
| All Other Compensation ($) | 59,892 | 80,036 | 96,914 |
| Total ($) | 1,064,984 | 2,021,685 | 1,415,735 |
| Annual Cash Incentive Target (2024) | Percent of Base | Target ($) | BPF | IPA | Payout % | Payout ($) |
|---|---|---|---|---|---|---|
| AIP (2024) | 65% | 295,750 | 112% | 10% | 122% | 360,815 |
AIP metrics are equally weighted adjusted Net Sales, adjusted EBITDA, and Free Cash Flow; actuals for 2024 were $2.708B, $275M, and $5M respectively .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Adjusted Net Sales (2024) | 1/3 | Not disclosed | $2.708B | Feeds 112% BPF pre-IPA | Annual cash paid Mar-2025 |
| Adjusted EBITDA (2024) | 1/3 | Not disclosed | $275M | Feeds 112% BPF pre-IPA | Annual cash paid Mar-2025 |
| Free Cash Flow (2024) | 1/3 | Not disclosed | $5M | Feeds 112% BPF pre-IPA | Annual cash paid Mar-2025 |
| PSU – Organic 3-Yr Net Sales Growth | PSU metric | Not disclosed | Earnout at 0–200% | Performance determined at FY2026 end | 3-year performance to 12/31/2026 |
| PSU – Aggregate Free Cash Flow (3 years) | PSU metric | Not disclosed | Earnout at 0–200% | Performance determined at FY2026 end | 3-year performance to 12/31/2026 |
| LTIP Grants (Bruce Brown) | Grant Date | Type | Target Units | Max Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 LTIP | 2/15/2024 | PSU | 16,634 | 33,268 | 250,009 | Earns/vests based on FY2026 performance |
| 2024 LTIP | 2/15/2024 | RSU | 16,634 | — | 250,009 | Cliff vest 3 years (to 2/15/2027) |
| 2023 Retention Equity | 11/13/2023 | RSU (one-time) | 71,340 approx (incl. accruals) | — | 750,080 | Cliff vest 2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 41,895 shares (Feb 28, 2025); <1% of outstanding |
| Shares pledged | None; no pledging by Directors/executives; insider policy prohibits pledging absent authorization |
| Stock ownership guideline | 3x annual base salary for NEOs; 5-year compliance window; hold net shares until guideline met; NEOs on track annually reviewed |
| Options | None outstanding (company-wide for NEOs) |
| Outstanding Equity at FY2024 Year-End (Bruce Brown) | Grant Date | RSUs Unvested (#) | RSUs Market Value ($) | PSUs Target (#) | PSUs Market Value ($) | Vest Dates |
|---|---|---|---|---|---|---|
| 2024 grant | 2/15/2024 | 17,223 | 307,947 | 17,223 | 307,947 | RSUs: 2/15/2027; PSUs: performance to 12/31/2026 |
| 2023 grant | 11/13/2023 | 73,868 | 1,320,760 | — | — | RSUs: 11/13/2026 |
| 2023 grant | 2/17/2023 | 18,173 | 324,933 | — | — | RSUs: 2/17/2026 |
Following the Ferrero acquisition, equity awards were converted to cash-settled awards payable on original vest dates, subject to continued employment; PSUs fixed at 140% of target for conversion .
Employment Terms
- No individual employment agreement; NEOs participate in Severance Benefit Plan and Change of Control Severance Policy .
- Severance multiples: 1.5x salary+target bonus for termination without cause; 2x for termination without cause or for good reason within two years following a change of control (CEO higher) .
- 280G cutback to avoid excise tax if better after-tax outcome .
- Clawback policy compliant with NYSE Section 10D; recoupment on restatement; RSUs/PSUs forfeiture for detrimental conduct or restrictive covenant breach .
- Insider trading policy prohibits short sales, derivatives, and pledging/margin accounts without authorization .
| Potential Post-Employment Payments (Bruce Brown) | Qualifying Termination – No CoC ($) | Change of Control w/ Qualifying Termination ($) | Retirement ($) | Death ($) | Disability ($) |
|---|---|---|---|---|---|
| Cash Severance | 1,126,125 | 1,501,500 | — | — | — |
| 2024 Target Bonus | 360,815 | 360,815 | 360,815 | 360,815 | 360,815 |
| PSUs (acceleration est.) | 307,954 | 307,954 | 307,954 | 307,954 | 307,954 |
| RSUs (acceleration est.) | 1,735,583 | 1,953,642 | 201,415 | 1,004,202 | 1,004,202 |
| Outplacement | 11,138 | 11,138 | — | — | — |
| Health & Welfare | 22,962 | 30,615 | — | — | — |
| Other Perqs | — | 60,751 | — | — | — |
| Life Insurance/ESIP | — | — | — | 2,082,000 | — |
| Retirement Benefit Continuation | — | 124,200 | — | — | — |
| Total | 3,564,577 | 4,350,615 | 870,184 | 3,754,971 | 1,672,971 |
| Other Compensation Details (2024) | Amount ($) |
|---|---|
| Company contributions to S&I/Restoration Plans | 64,398 |
| Company-paid death benefit | 14,617 |
| Financial planning assistance | 10,000 |
| Physical exam | 7,899 |
| Total (All Other Compensation) | 96,914 |
| Non-Qualified Deferred Compensation (Restoration Plan, 2024) | Exec Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Balance at FYE ($) |
|---|---|---|---|---|
| Bruce Brown | 48,370 | 27,048 | 6,465 | 116,074 |
Investment Implications
- Pay-for-performance alignment: AIP metrics directly tie to Net Sales, EBITDA, and FCF with equal weighting; 2024 delivered above-target BPF (112%) and a 122% payout for Brown, consistent with company performance improvements vs 2023 on EBITDA and TSR .
- Retention risk mitigants: Significant unvested RSUs (vesting 2/17/2026, 11/13/2026, 2/15/2027) and PSUs through FY2026 create multi-year retention hooks; following Ferrero acquisition, these awards convert to scheduled cash payouts subject to continued employment, preserving retention economics .
- Insider selling pressure: Large vesting events in 2026–2027 historically might produce liquidity, but conversion to cash-settled awards reduces open-market selling overhang; policy prohibits pledging and derivatives, further limiting adverse trading optics .
- Change-of-control economics: Double-trigger CoC severance at 2x salary+target bonus plus accelerated equity value provides protection; 280G cutback avoids gross-ups and curbs excess parachute optics .
- Ownership alignment: Direct ownership (41,895 shares) and 3x salary guideline with mandatory holding until compliance supports alignment; no options outstanding and no pledging .
Note: WK Kellogg Co completed its merger with Ferrero on September 26, 2025 at $23.00 per share cash consideration; KLG was delisted, and equity awards converted into cash-settled awards payable on original schedules .