Sherry Brice
About Sherry Brice
Sherry Brice is Chief Supply Chain Officer at WK Kellogg Co (KLG) and has served in this role since October 2, 2023; she is 48 years old with nearly 25+ years of supply chain leadership across manufacturing, category operations, quality and compliance at Kellanova and Procter & Gamble/Pringles . Company performance under KLG’s first full year post-spin: adjusted net sales declined 1.1% while adjusted EBITDA grew 6.6% year-over-year (standalone basis) and 2024 TSR rose to $140.87 from $99.83 in 2023; EBITDA margin expanded 70 bps to 10.1%—metrics that directly inform incentive plan outcomes . Brice’s 2024 annual incentive included a 25% individual performance adjustment for end-to-end supply chain leadership and launching the supply chain modernization program, linking pay to operational execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kellanova | Vice President, Global Quality & Food Safety | 2020–2023 | Led global quality and food safety programs; cross-functional influence on compliance and product integrity . |
| Kellanova | Senior Director, Supply Chain Category Lead (Frozen Foods & Canada) | 2019–2020 | Category operations leadership across geographies; integrated supply chain execution . |
| Kellanova | Plant Director | 2017–2019 | Manufacturing leadership; operational efficiency and reliability . |
| Procter & Gamble/Pringles | Various supply chain roles | ~14 years | End-to-end supply chain experience acquired prior to Pringles acquisition; foundation for current leadership scope . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 323,842 | 352,346 | 442,308 |
| Bonus ($) | — | 85,300 (spin recognition) | — |
| Stock Awards ($) | 220,343 | 1,031,081 | 502,557 |
| Non-Equity Incentive Plan Compensation ($) | 237,886 | 308,265 | 405,178 |
| All Other Compensation ($) | 42,610 | 47,507 | 75,545 |
| Total ($) | 824,681 | 1,824,499 | 1,425,588 |
| Base Salary & Target Bonus | 2023 | 2024 | YoY Change |
|---|---|---|---|
| Base Salary ($) | 400,000 | 455,000 | 13.75% |
| Target Bonus % | 65% | 65% | — |
| Target Bonus ($) | 260,000 | 295,750 | +35,750 |
Perquisites and contributions (2024): Company contributions $58,862; death benefit $923; financial planning $10,000; physical exam $5,760; total $75,545 . Deferred compensation (Restoration Plan, 2024): executive contributions $23,277; registrant contributions $20,477; earnings $688; aggregate balance $55,592 .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes
| Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Achievement | Business Performance Factor |
|---|---|---|---|---|---|---|
| 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 | 1/3 | ($82)M | ($17)M | $33M | $5M (AIP basis) | 128% |
| Total | — | — | — | — | — | 112% |
| Executive | BPF Adjustment | Individual Performance Adjustment (IPA) | % of AIP Target | 2024 AIP Payout ($) |
|---|---|---|---|---|
| Sherry Brice | 112% | 25% | 137% | 405,178 |
AIP non-financial modifiers (consumer complaints, food quality, people safety, engagement) only allow downward adjustments; none applied for 2024 .
Long-Term Incentives (LTI) – Structure
| Award Type | Performance Metric(s) | Performance Period | Vesting | Payout Range |
|---|---|---|---|---|
| PSUs (50% of LTI) | Organic 3-Year Net Sales Growth; Aggregate Free Cash Flow | FY2024–FY2026 | Performance-vest; earned at end of FY2026, subject to continued employment | 0–200% |
| RSUs (50% of LTI) | Time-based | Grant date to 3rd anniversary | Cliff vest on 3rd anniversary (e.g., Feb 15, 2027), subject to continued employment | N/A |
2023 spin-related retention RSUs: one-time grant cliff-vesting in 2026; Brice grant date fair value $750,080 .
2024 Grants and Outstanding Awards (Brice)
| Award | Grant Date | Target Units | Grant Date Fair Value ($) | Vest Date |
|---|---|---|---|---|
| PSUs (2024–2026) | 02/15/2024 | 16,634 | 250,009 | End of FY2026 (performance) |
| RSUs (2024) | 02/15/2024 | 16,634 | 250,009 | 02/15/2027 |
| Unvested RSUs (as of 12/28/2024) | Units | Market Value ($) | Vest Date |
|---|---|---|---|
| 02/17/2023 RSUs | 15,464 | 276,496 | 02/17/2026 |
| 11/13/2023 RSUs | 73,868 | 1,320,760 | 11/13/2026 |
| 02/15/2024 RSUs | 17,223 | 307,947 | 02/15/2027 |
| Unvested PSUs (Target, as of 12/28/2024) | Units | Market/Payout Basis |
|---|---|---|
| 02/15/2024 PSUs | 17,223 | Payout 0–200% at FY2026 performance determination |
No options outstanding; the company does not currently grant options or similar instruments .
Equity Ownership & Alignment
| Aspect | Detail |
|---|---|
| Beneficial Ownership | 36,730 shares; <1% of shares outstanding . |
| Stock Ownership Guidelines | Other NEOs: 3x annual base salary; 5-year compliance window; NEOs must hold all shares received (net of tax) until guideline met . |
| Compliance Status | All NEOs are on track to meet/exceed guidelines; annual monitoring by Compensation Committee . |
| Hedging/Pledging | Prohibited without specific authorization; no shares of Directors/executives pledged as collateral . |
Potential insider selling pressure: multiple RSU vestings in 2026–2027 could create tax-related sell-to-cover events, but mandatory holding until ownership guideline is met reduces discretionary selling risk .
Employment Terms
| Scenario | Key Economics | Treatment of Equity |
|---|---|---|
| Involuntary Termination (No CoC) | Cash severance = 1.5x (base + target bonus); COBRA reimbursement; outplacement; RSUs continue vesting during severance period; PSUs forfeited unless retirement eligible . | RSUs continue vesting; PSUs forfeited (unless retirement terms apply) . |
| Retirement | Prorated current-year AIP at discretion; 2024+ awards remain eligible to vest per schedule if retirement occurs >1 year post-grant . | 2023 awards prorated RSU vest; 2024 RSUs/PSUs continue per schedule (if >1 year since grant) . |
| Death/Disability | Immediate full vest of 2024 RSUs and PSUs; insurance payouts per policy . | Full vest for 2024 RSUs/PSUs; immediate vest for 2023 RSUs (prorated) . |
| Change of Control (Double Trigger) | 2x (base + target bonus) for NEOs (CEO 3x), prorated target bonus, continued health/outplacement; equity fully accelerates if awards not assumed; if assumed then full vest upon qualifying termination at target for PSUs . | RSUs/PSUs fully vest (or at target for PSUs upon qualifying termination) . |
Estimated benefits (as of 12/28/2024):
| Scenario | Cash Severance ($) | AIP Earned 2024 ($) | RSUs ($) | PSUs ($) | Health/Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination – No CoC | 1,126,125 | 405,178 | 1,685,503 | — | 23,598 | 3,240,404 |
| CoC with Qualifying Termination | 1,501,500 | 405,178 | 1,905,204 | 307,954 | 37,641+124,200 | 4,309,429 |
| Death | — | 405,178 | 974,176 | 307,954 | 455,000 | 2,142,308 |
| Disability | — | 405,178 | 974,176 | 307,954 | — | 1,687,308 |
Additional policies: clawback compliant with NYSE/SEC (restatements; detrimental conduct; restrictive covenant breaches) ; no employment agreements for NEOs ; severance contingent on separation agreements including non-compete, non-solicit, non-disparagement, and confidentiality provisions ; no tax gross-ups; no single-trigger vesting .
Merger-related retention (2025): In connection with the Ferrero transaction, Ms. Brice was eligible for a $4,000,000 retention bonus, waiving CoC severance benefits under the policy; her equity awards would be cashed out in full under the merger terms and accelerate upon qualifying termination in the post-merger period (double-trigger) .
Performance & Track Record
- 2024 supply chain execution delivered improved customer service, optimized planning and OEE, supporting gross margin +90 bps and adjusted EBITDA +6.6% vs standalone 2023; management explicitly linked margin expansion to supply chain performance .
- 2024 AIP IPA of 25% credited to Brice’s leadership launching the supply chain modernization program aligned with strategic plan, showing pay-for-execution linkage .
- 2025 outlook maintains stable top line and EBITDA growth of 4–6%, with ~$200M supply chain modernization spend (~90% CapEx), continuing transformation under Brice’s remit .
Fixed vs Performance Mix — Compensation Structure Analysis
- Shift to performance-based equity: 2024 introduced PSUs (50% of LTI) alongside RSUs, moving long-term pay toward outcome-linked metrics (organic net sales growth; aggregate FCF) over a three-year period .
- One-time 2023 RSU retention awards (cliff vest 2026) strengthened near-term retention during spin/separation; Brice received $750,080 grant date fair value .
- No options currently granted; reduces incentive for risk-taking via leverage and eliminates repricing risk; double-trigger equity vesting under CoC mitigates windfall concerns .
- AIP balanced across adjusted net sales, adjusted EBITDA, and free cash flow with equal weightings, plus qualitative downside-only modifiers—aligns cash bonuses to revenue, profitability, and cash discipline .
Company-Level Pay vs Performance Context
| Measure | 2023 | 2024 |
|---|---|---|
| TSR (value of initial $100) ($) | 99.83 | 140.87 |
| Net Income ($) | 110 | 72 |
| Adjusted EBITDA ($) | 267 | 275 |
Say-on-pay: 94% approval at 2024 Annual Meeting (annual frequency), indicating strong shareholder support for NEO pay design .
Equity Ownership & Alignment Details
- Beneficial ownership: 36,730 shares; none pledged; ownership <1% of outstanding; Directors/executives as a group hold 2.2% .
- NEO stock ownership guideline: 3x base salary with a five-year timeline; mandatory holding of all net-of-tax shares until guidelines met; Brice is within the compliance window (became NEO in 2023) .
Employment Terms — Qualitative Provisions
- Insider trading policy prohibitions on short sales, hedging, and pledging without authorization; strong governance controls around transactions .
- Severance/CoC programs emphasize double-trigger equity vesting and require restrictive covenants for payouts; program designed to manage retention and transition risk .
Investment Implications
- Alignment: Brice’s incentives heavily tied to EBITDA margin expansion and free cash flow via AIP/PSUs, consistent with KLG’s plan to lift EBITDA margin from ~9% to ~14% by exit-2026; her 25% IPA in 2024 for supply chain execution reinforces management confidence in operational levers .
- Retention risk: 2023 cliff RSUs (2026) and 2024 RSUs (2027) plus merger-related $4M retention bonus materially reduce near-term departure risk; mandatory holding to meet ownership guidelines tempers selling pressure, though tax sell-to-cover may occur around vest dates .
- Trading signals: Upcoming RSU/PSU vestings (2026–2027) and strong governance (no options, double-trigger vesting, clawbacks, no gross-ups) suggest low propensity for opportunistic disposals beyond tax obligations; monitor Form 4s around vest dates and any authorization for pledging given policy constraints .
- Execution risk: Supply chain modernization ($500M program; ~$200M 2025 cash outlay) is complex but already showing margin benefits; sustained OEE and service gains are critical to achieving 500 bps margin expansion by exit-2026—continued performance will directly affect PSU outcomes and cash bonus payouts .