David McKinstray
About David McKinstray
David McKinstray, 40, has served as Chief Financial Officer (CFO) of WK Kellogg Co since October 2, 2023, after nearly 15 years at Kellanova in finance leadership across integrated business planning, U.S. commercial finance, corporate FP&A/strategy, and the U.S. snacks CFO role; earlier roles included commodity risk management and trading . In 2024, KLG delivered adjusted Net Sales of ~$2.708B, adjusted EBITDA of $275M (+6.6% vs. 2023 standalone), and Free Cash Flow used for AIP payouts of $5M, with NEO AIP payouts averaging 131% of target—reflecting pay-for-performance alignment in McKinstray’s remit . Education is not disclosed in company filings; tenure in current role: since Oct 2, 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kellanova | VP, Integrated Business Planning | Apr 2020–Oct 2023 | Led enterprise planning processes; underpinned stand-alone capability build for spin-off preparation |
| Kellanova | VP Finance, U.S. Commercial & Business Management | Jan 2019–Apr 2020 | Drove commercial finance and business management for U.S. portfolio |
| Kellanova | VP Finance; CFO, U.S. Snacks | Apr 2018–Mar 2019 | Managed category-level P&L and capital allocation as U.S. Snacks CFO |
| Kellanova | VP Finance, Corporate FP&A & Strategy | Sep 2016–Apr 2018 | Led corporate planning/strategy; enhanced risk and capital planning |
| Prior roles (not disclosed) | Commodity risk management & trading | Not disclosed | Built expertise in risk, treasury, and market-facing execution |
External Roles
No external directorships or public board roles disclosed for McKinstray in company filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) |
|---|---|---|---|
| 2023 | 500,000 | 80% | 400,000 |
| 2024 | 550,000 | 80% | 440,000 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcomes
| Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Achievement | BPF |
|---|---|---|---|---|---|---|
| Adjusted Net Sales | 1/3 | $2.63B | $2.74B | $2.84B | $2.708B | 85% |
| Adjusted EBITDA | 1/3 | $228M | $268M | $285M | $275M | 124% |
| Free Cash Flow (AIP definition) | 1/3 | ($82)M | ($17)M | $33M | $5M (AIP basis) | 128% |
| Total BPF | — | — | — | — | — | 112% |
| Executive | BPF | IPA | % of Target | 2024 AIP Paid ($) |
|---|---|---|---|---|
| David McKinstray | 112% | 25% | 137% | 602,800 |
Design notes: AIP metrics equally weighted; qualitative safety/quality engagement could only reduce payouts (no reduction in 2024) . 2025 AIP removes the IPA feature for NEOs .
Long-Term Incentives (LTI) – 2024 Grants and Metrics
| Grant Type | Grant Date | Grant Date Fair Value ($) | Metrics / Vesting |
|---|---|---|---|
| PSUs | 2/15/2024 | 450,013 | 3-year performance period (to 12/31/2026) on Organic 3-Year Net Sales Growth and Aggregate Free Cash Flow; 0–200% payout; dividend equivalents accrue |
| RSUs | 2/15/2024 | 450,013 | Time-based; cliff vest on third anniversary (2/15/2027); continued employment required |
| Total 2024 LTI | — | 900,026 | Mix 50% PSUs / 50% RSUs (first grants post-spin) |
Spin-off equity treatment: 2023 Kellanova PSUs set at 100% and converted to time-based RSUs with three-year cliff vest (retentive), consistent with performance period—due to inability to measure post-spin performance on the original awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 203,409 shares; <1% of outstanding |
| Deferred stock units | None (McKinstray is an NEO; DSUs apply to directors) |
| Shares pledged | None; no shares beneficially owned by officers/directors pledged |
| Insider trading policy | Prohibits hedging, short sales, pledging/margin unless specifically authorized; robust restrictions apply |
| Ownership guidelines | 3x base salary for NEOs; 5-year compliance window; hold net shares until guideline met; NEOs on track |
Unvested equity and vesting schedule (as of 12/28/2024):
| Award | Units Unvested (#) | Market Value ($) | Vesting / Notes |
|---|---|---|---|
| RSUs (2/15/2024) | 31,002 | 554,316 | Vests 2/15/2027; dividend equivalents accrue |
| PSUs (2/15/2024) – Target | 31,002 | 554,316 | Performance period ends 12/31/2026; 0–200% payout |
| RSUs (11/13/2023) | 94,551 | 1,690,572 | Vests 11/13/2026; converted spin retention RSUs |
| RSUs (2/17/2023) | 18,173 | 324,933 | Vests 2/17/2026 |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreements | No employment agreements for NEOs; compensation set via CD&A framework |
| Severance (no CoC) | 1.5x base + target bonus; COBRA premiums reimbursed during severance period; RSUs continue vest; PSUs forfeited (unless retirement eligible terms apply); 12 months outplacement; restrictive covenants required in separation agreement |
| Change-of-control | Double trigger; if awards not assumed, RSUs/PSUs vest (PSUs at greater of target or committee-determined performance through CoC); if terminated within 2 years post-CoC: cash severance 2x base + target bonus; prorated current-year target bonus; RSUs vest; PSUs earned/payable at target; health/welfare, retirement contribution continuation; outplacement |
Potential post-employment economics (as of 12/28/2024):
| Scenario | Cash Severance ($) | Target Bonus ($) | RSUs ($) | PSUs ($) | Health & Welfare ($) | Outplacement ($) | Other/Perqs ($) | Retirement Cont. ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Qualifying termination – No CoC | 1,485,000 | — | 2,127,474 | — | 33,101 | 11,138 | — | — | 4,259,513 |
| CoC + qualifying termination | 1,980,000 | 602,800 | 2,569,806 | 554,313 | 44,135 | 11,138 | 21,094 | 124,200 | 5,907,486 |
| Death | — | 602,800 | 1,389,111 | 554,313 | — | — | 550,000 | — | 3,096,224 |
| Disability | — | 602,800 | 1,389,111 | 554,313 | — | — | — | — | 2,546,224 |
Clawback: NYSE/SEC-compliant policy requiring reimbursement/forfeiture of excess incentive compensation after material restatements; equity awards also subject to forfeiture/recoupment for detrimental conduct or restrictive covenant breaches .
Compensation Committee Analysis
- Independent Compensation Committee; uses independent consultant Willis Towers Watson (WTW); 2024 fees ~$368k for executive/director compensation services plus ~$1.171M for limited-scope HR/benefits services—committee assessed and affirmed consultant independence .
- Peer group spans branded food and consumer companies; 2024 peer list includes Lamb Weston, TreeHouse Foods, Simply Good Foods, Utz, Post Holdings, Flowers Foods, Edgewell, Energizer, Hain Celestial, etc.; Hostess removed post-acquisition .
- Strong governance practices: double-trigger equity vesting; capped payouts; stock ownership guidelines; clawback; no guaranteed bonuses; no single-trigger vesting; no tax gross-ups .
Compensation & Incentives (Multi-Year Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 360,385 | 641,862 | 311,320 | 40,753 | 1,354,320 |
| 2023 | 404,018 | 1,289,585 | 431,575 | 53,834 | 2,273,212 |
| 2024 | 538,462 | 905,350 | 602,800 | 76,270 | 2,122,882 |
Perquisites and deferred comp:
- Company contributions to S&I and Restoration Plans: $65,724; financial planning $3,781; executive physical $5,650; company-paid death benefit $1,115; total other comp $76,270 (2024) .
- Non-qualified Restoration Plan (2024): executive contributions $73,890; registrant contributions $35,274; aggregate earnings $5,339; ending balance $142,472 .
Performance & Track Record
| Metric (FY 2024) | Result |
|---|---|
| Adjusted Net Sales | ~$2.7B; achievement used in AIP $2.708B |
| Adjusted EBITDA | $275M (+6.6% vs. 2023 standalone) |
| Free Cash Flow (AIP basis) | $5M (after adjusting for modernization/separation effects) |
| AIP payout design | NEO payouts averaged 131% of target (company-wide) |
Internal control execution risk: In August 2025, the company disclosed a material weakness in internal controls over financial reporting tied to inventory/COGS system-generated information reliability; remediation plan in place, with ERP implementation noted and disclosure controls deemed not effective as of March 29, 2025—CFO certifications filed, with updates on remediation status .
Equity Ownership & Alignment (Officer and Director Stock Ownership)
| Name | Shares | Deferred Stock Units | Total Beneficial Ownership | % Outstanding | Pledged |
|---|---|---|---|---|---|
| David McKinstray | 203,409 | — | 203,409 | <1% | None |
Employment Terms (Restrictive Covenants)
- Severance benefits contingent on signing a separation agreement with release, non-compete, non-solicit, non-disparagement, and confidentiality provisions .
- Insider trading policy prohibits hedging and pledging without specific authorization; holding requirements until guideline compliance .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approved by 94% of votes cast; annual say‑on‑pay maintained with next say‑on‑frequency vote in 2030 .
Investment Implications
- Pay‑for‑performance alignment: 2024 AIP metrics (Net Sales/EBITDA/FCF) and PSU metrics (3‑year Net Sales Growth and Aggregate FCF) tie compensation to fundamentals likely within CFO’s sphere; McKinstray’s 25% IPA and 137% payout reflect execution against spin year priorities .
- Retention and supply overhang: Significant RSU cliffs in 2026–2027 (2/17/2026, 11/13/2026, 2/15/2027) could create selling pressure around vest dates absent pre‑planned net share holds due to guidelines .
- Alignment and governance mitigants: No pledging, strict hedging prohibitions, 3x salary ownership guidelines (with holding requirements), and clawback provisions reduce misalignment risk .
- Change‑of‑control economics: Double‑trigger equity and 2x cash multiple (NEO) create meaningful protection; scenario values for McKinstray ~$5.9M under CoC termination (as of 12/28/24), indicating balanced retention economics without single‑trigger windfalls .
- Execution risk: Disclosed material weakness and ERP transition elevate near‑term ICFR risk under CFO oversight; remediation actions underway, but require sustained effectiveness testing—an overhang for governance‑sensitive investors .