Douglas VanDeVelde
About Douglas VanDeVelde
Douglas VanDeVelde is Chief Growth Officer of WK Kellogg Co, serving since October 2, 2023, following a 25-year career at Kellanova (Kellogg Company) and earlier marketing leadership at Procter & Gamble . He is 59 and has led WK Kellogg’s integrated commercial agenda across marketing, innovation, RGM, omni-commerce and sales during the company’s first full year as an independent enterprise . Under management’s 2024 performance framework, WK Kellogg delivered adjusted net sales of ~$2.708B and adjusted EBITDA of $275M; company TSR equated to $140.87 for a $100 initial investment, reflecting progress on the supply chain modernization and commercial integration initiatives used in incentive metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kellanova (Kellogg Company) | General Manager, U.S. Cereal | 2019–2023 | Led U.S. cereal business operations and growth priorities |
| Kellanova (Kellogg Company) | SVP, Global Breakfast Category | 2013–2019 | Oversaw global category strategy and execution |
| Kellanova (Kellogg Company) | Senior roles in Marketing/Innovation (U.S. Morning Foods; U.S. Snacks) | ~1997–2013 | Held various leadership roles in brand marketing |
| Procter & Gamble | Marketing Director | Pre-1997 | Marketing leadership prior to joining Kellogg |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Procter & Gamble | Marketing Director | Pre-1997 | Prior employer before joining Kellogg |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $474,769 | $503,789 | $550,000 |
| Target Bonus % of Salary | n/a | n/a | 65% |
| Target Bonus ($) | n/a | n/a | $357,500 |
| Actual AIP Bonus Paid ($) | $507,636 | $555,800 | $436,150 |
| AIP Payout as % of Target | n/a | 165% | 122% |
| One-time/Retention Bonus ($) | — | — | $239,000 (paid Apr 19, 2024) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Performance
| Metric | Weighting | Threshold | Target | Maximum | Actual Achievement | BPF (metric) |
|---|---|---|---|---|---|---|
| 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 Business Performance Factor | — | — | — | — | — | 112% |
| Individual Performance Adjustment (Douglas) | — | — | — | — | — | +10% |
| Final AIP Payout (Douglas) | — | — | — | — | — | 122% of target; $436,150 |
Notes:
- Qualitative non-financial components (Complaints, Food Quality, Safety, Engagement) only allow downward adjustment; none applied in 2024 .
- AIP metrics reflect company-wide goals; individual adjustments reflect NEO-specific performance .
Long-Term Incentives (LTI)
| Element | 2024 Grant Structure | Metric(s) | Performance Period | Payout Range | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 50% of LTI | Organic 3-Yr Net Sales Growth; Aggregate Free Cash Flow | FY2024–FY2026 | 0–200% | $350,004 |
| RSUs | 50% of LTI | Time-based (cliff vest) | 3-year cliff vest (Feb 15, 2027) | n/a | $350,004 |
| Share Counts (Target) | — | — | — | — | PSUs: 23,287; RSUs: 23,287 |
Spin-off conversions: Kellanova PSUs granted in 2023 were converted to WK Kellogg RSUs with three-year cliff vesting to retain alignment; PSUs granted on/after Jun 21, 2022 were converted and remain subject to original conditions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Feb 28, 2025) | 43,304 shares; less than 1% of outstanding |
| Outstanding RSUs (unvested) | 29,730 (vest Feb 17, 2026); 73,868 (vest Nov 13, 2026); 24,112 (vest Feb 15, 2027) |
| Outstanding PSUs (target, unvested) | 24,112 (FY2024–FY2026 performance; vest based on results) |
| Options | None outstanding; company not granting option-like instruments |
| Pledging/Hedging | Hedging and most derivatives prohibited; pledging/margin accounts prohibited absent authorization; no pledged shares reported |
| Stock Ownership Guidelines | 3x annual base salary for NEOs; must hold net shares until compliant |
| Guideline Compliance Status | NEOs on track to meet/exceed within allowed period |
| Non-Qualified Deferred Comp (Restoration Plan) | Executive contributions $43,232; company contributions $45,974; earnings $7,938; balance $132,967 (2024) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Contracts | No employment contracts for NEOs |
| Severance (No Change of Control) | 1.5x base salary + target bonus; COBRA premium reimbursement; RSUs continue vesting during severance period; PSUs forfeited unless eligible for retirement treatment; 12 months outplacement; covenants required (release, non-compete, non-solicit, non-disparagement) |
| Change of Control (Double Trigger) | If terminated without cause/for good reason within 2 years post-CoC: 2x base + target bonus; prorated target bonus; benefits continuation for 2 years; retirement benefit continuation; outplacement; RSUs fully accelerate; PSUs earn/pay at target (if assumed) or greater of target/performance if not assumed |
| CoC Definition | Broad definition including board change, merger, asset sale, liquidation; 20%/30% stock ownership thresholds dependent on Kellogg Foundation/Gund trusts aggregate ownership |
| Retirement, Death, Disability (LTI treatment) | 2024 awards: upon death/disability, RSUs and PSUs fully vest; retirement: RSUs/PSUs remain eligible to vest per schedule if retirement not within first year post-grant |
| Clawback | NYSE/SEC-compliant clawback for restatements (3-year lookback); equity forfeiture/recoupment for detrimental conduct or restrictive covenant breach |
| Insider Trading Policy | Prohibits short sales, options/derivatives hedging; margin/pledging restricted |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: RSUs/PSUs split 50/50 and AIP linked to adjusted net sales, adjusted EBITDA, and free cash flow; 2024 AIP paid at 122% for Douglas (10% IPA), demonstrating formulaic pay-for-performance methodology .
- Shift to PSUs in 2024 (first WK Kellogg PSU grants post-spin) increases performance linkage over three years; prior spin conversion of 2023 PSUs to RSUs preserved retentive characteristics during the transition .
- No tax gross-ups, no options granted currently, and double-trigger CoC vesting mitigate shareholder-unfriendly risks .
Perquisites and Other Benefits (2024)
| Perquisite/Benefit | Amount ($) |
|---|---|
| Company Contributions to Savings & Restoration Plans | $82,732 |
| Company Paid Death Benefit | $12,250 |
| Financial Planning Assistance | $10,000 |
| Physical Exam | $6,463 |
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $474,769 | $503,789 | $550,000 |
| Bonus | — | — | $239,000 (retention) |
| Stock Awards | $663,197 | $1,258,874 | $704,897 |
| Non-Equity Incentive (AIP) | $507,636 | $555,800 | $436,150 |
| All Other Compensation | $81,624 | $100,205 | $111,445 |
| Total | $1,727,226 | $2,418,668 | $2,041,492 |
Governance, Peer Group, Say‑on‑Pay
- Compensation Committee uses Willis Towers Watson; independence assessed annually .
- Peer group includes food and consumer companies (e.g., Lamb Weston, Flowers Foods, Post Holdings, TreeHouse Foods, Simply Good Foods, Reynolds Consumer Products, Utz), targeting median competitiveness .
- 2024 say‑on‑pay approval: 94% of votes cast .
Track Record and Company Performance Context
- 2024 results used for incentives: adjusted net sales ~$2.708B and adjusted EBITDA $275M; free cash flow outperformed AIP target (AIP-defined) .
- Pay vs Performance disclosure shows 2024 WK Kellogg TSR value of $140.87 for a $100 initial investment vs peer subsector $104.02 .
Investment Implications
- Alignment: Strong pay-for-performance design (PSUs tied to multi-year growth and FCF; AIP tied to net sales/EBITDA/FCF) and 3x salary ownership guideline with holding requirement support long-term alignment; no pledging and hedging restrictions reduce misalignment risk .
- Retention and potential supply: Significant RSU tranches vest in 2026 and 2027 (29,730; 73,868; 24,112) and PSUs conclude FY2026, suggesting concentrated vesting windows that could create selling pressure around these dates, subject to plan rules and personal decisions .
- Change-of-control economics: Double-trigger policy avoids automatic windfalls; if terminated post-CoC, severance (2x base+bonus) and full equity acceleration at target for PSUs could be material but only upon qualifying termination, aligning with shareholder protections .
- Execution risk: Commercial integration and supply chain modernization underpin incentive metrics; continued delivery against multi-year PSUs (sales growth and FCF) will be critical for realized pay and investor returns .