Brian Kocher
About Brian Kocher
Brian W. Kocher, 55, has served as Chief Executive Officer of SunOpta (STKL) and as a member of the Board since January 2, 2024. He previously was CEO of Calavo Growers (2022–2023), CEO of Castellini Group (2015–2022), and held multiple senior roles at Chiquita (including Interim CEO, COO, CFO) from 2005–2015. He holds a B.B.A. in Accounting from Ohio University and is a CPA (Ohio, inactive) . For 2024, SunOpta’s Adjusted EBITDA was $88.7 million and net loss from continuing operations was $11.5 million; STKL five‑year TSR (value of $100 invested on 12/28/2019) stood at $313.65 at year‑end 2024 (company-wide measures; includes periods prior to Kocher’s tenure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calavo Growers Inc. | President, CEO, and Director | 2022–2023 | Led a manufacturing-intensive, ready-to-eat fresh foods platform; public-company CEO experience . |
| Castellini Group of Companies | President & CEO | 2015–2022 | Ran nationwide produce distribution/supply chain business; network and operational leadership . |
| Chiquita Brands International | Interim CEO; EVP & COO; SVP & CFO; President of Europe; President of North America; VP, Controller & CAO | 2005–2015 | Drove portfolio and operational transformations; extensive global finance and treasury operations . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Calavo Growers Inc. (public) | Director (while CEO) | 2022–2023 | Prior public-company directorship; currently none at other public issuers . |
| Other public company boards (current) | — | — | None currently disclosed . |
Fixed Compensation
| Component | 2024 Terms | Source |
|---|---|---|
| Base Salary | $800,000 | |
| Target Annual Bonus (STIP) | 125% of base salary (threshold 62.5%; max 250%) | |
| 2024 STIP Actual (Company payout factor) | 95.5% of target based on Adjusted EBITDA + individual goals | |
| 2024 STIP Cash Paid (Kocher) | $477,500 |
Performance Compensation
Annual Incentive (STIP) Structure (FY2024)
| Metric | Weight | Target/Scale | Actual/Payout (FY2024) | Vesting/Payment |
|---|---|---|---|---|
| Adjusted EBITDA (Company) | 50% | Threshold $80.55m (50%); Target $89.5m (100%); Max $107.5m (200%) | Company component 95.5% of target | Cash and PSUs; PSUs granted 4/4/2024, vested 4/4/2025 . |
| Individual Performance | 50% | 0–200% based on annual review | Kocher individual 95.5%; total payout 95.5% | Cash portion $477,500; STIP PSUs vested 4/4/2025 . |
Long‑Term Incentive (Inducement and 2024 Programs)
| Award Type | Grant/Count | Performance Metric(s) | Vesting Schedule | Notes |
|---|---|---|---|---|
| CEO Special PSUs (Inducement) | 288,808 target units | Relative TSR vs. Russell 3000 Food & Beverage: 25th=25%; 50th=100%; 75th=125%; 90th=200% (interpolated) | Cliff vest 4/15/2027 (3‑yr performance period ending 12/31/2026 + service to 4/15/2027) | Sign‑on inducement; outside shareholder plan . |
| CEO Special RSUs (Inducement) | 144,404 units | Time‑based | 1/3 on each of 1/2/2025, 1/2/2026, 1/2/2027 | Time‑based retention . |
| CEO Matching RSUs | 74,000 units (matched to Kocher’s open‑market purchases) | Time‑based | Same as Special RSUs (1/3 annually over 3 years) | Reflects 74,000 open‑market shares purchased within 75 days of start . |
| CEO Special Stock Options | 230,804 options @ $5.54 | Time‑based | 1/3 annually over 3 years; 10‑year term to 1/2/2034 | Time‑based; inducement grant . |
| 2024 STIP PSUs | Companywide STIP PSUs | Adjusted EBITDA + individual performance | Granted 4/4/2024; vested 4/4/2025 | Paid at 95.5% of target for Kocher . |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (as of 3/27/2025) | 123,345 common shares; 0 vested options; 69,809 vested RSUs/PSUs; total 193,154; <1% ownership | |
| Ownership breakdown | Includes 74,000 common shares held in a trust where Kocher is co‑trustee with spouse | |
| Open‑market purchase signal | Company granted 74,000 Matching RSUs equal to Kocher’s open‑market share purchases within 75 days of start | |
| Stock Ownership Guidelines | CEO required to hold 5x base salary; 5‑year compliance window; if not met, 50% of STI paid in equity until achieved | |
| Hedging/Pledging | Prohibited; company policy bars executives from hedging or pledging company stock | |
| Section 16 compliance | All required insider ownership reports timely for FY2024 |
Key upcoming vesting/mobility milestones:
- CEO Special RSUs and Matching RSUs: time-based in equal annual installments beginning 1/2/2025, 1/2/2026, 1/2/2027 .
- CEO Special Options: 1/3 each year over three years; expiration 1/2/2034 .
- CEO Special PSUs: performance determination as of 12/31/2026; vesting 4/15/2027 subject to continued service .
- 2024 STIP PSUs: vested 4/4/2025 at 95.5% of target .
These schedules imply periodic potential supply from RSU settlements and option exercises across 2025–2027 (subject to trading windows and holding guidelines), while PSU vesting is performance‑contingent .
Employment Terms
| Provision | Summary | Source |
|---|---|---|
| Start Date; Role | CEO and Director effective January 2, 2024; serves as principal executive officer; no additional director fees | |
| Severance (No CIC) | If terminated without cause or by Kocher for Good Reason: lump sum equal to 2x (base + target bonus), prior‑year unpaid bonus, COBRA up to 18 months; time‑based Special RSUs/Matching RSUs vest; Special Options vest only if Good Reason | |
| Change of Control (CIC) | If terminated w/o cause or for Good Reason within 2 months before or 12 months after a CIC: same cash as above; all unvested time‑based RSUs/Options vest; PSUs vest pro‑rata at actual performance through CIC | |
| Restrictive Covenants | Confidentiality; 18‑month non‑solicitation of customers and employees post‑termination | |
| Clawback | All incentive pay subject to clawback policy and applicable laws |
Estimated potential payments (as of 12/28/2024, for illustrative scenarios):
- Upon CIC termination: Total $7,709,496 (Lump sum $3,600,000; Benefits $20,181; Accelerated RSUs $1,705,735; Accelerated PSUs $1,906,080; Cash bonus $477,500; Options $0) .
- Involuntary termination without cause (no CIC): Total $6,348,624 (Lump sum $3,600,000; Benefits $20,181; Accelerated RSUs $1,705,735; Accelerated PSUs $545,208; Cash bonus $477,500; Options $0) .
Board Governance
| Dimension | Detail | Source |
|---|---|---|
| Board role | Non‑independent Director since 2024; CEO | |
| Board leadership | Independent Chair (Leslie Starr); roles of Chair and CEO are separated | |
| Committee service | Committees are entirely independent; Kocher not listed on committees | |
| Meeting attendance (2024) | Board held 9 meetings; committees held 16; all directors ≥75% aggregate attendance; independent directors hold regular executive sessions | |
| Director compensation | Non‑employee directors receive cash retainers and RSUs; Kocher, as CEO, serves as director with no additional pay | |
| Independence/skills | Seven of eight nominees independent; Kocher not independent; board features deep food, operations, finance expertise |
Compensation Program Quality, Alignment, and Peer Benchmarking
- Philosophy: Pay targeted around market median with heavy at‑risk variable pay; emphasizes Adjusted EBITDA for STIP and multi‑year performance (revenue CAGR, ROIC, and relative TSR) for LTIP .
- 2024 Peer Group (16 companies) includes BellRing Brands, Beyond Meat, Calavo Growers, Hain Celestial, J&J Snack Foods, Lancaster Colony, Seneca Foods, Simply Good Foods, Vita Coco, TreeHouse Foods, Utz, Vital Farms, BRC, Whole Earth Brands, Sanfilippo & Son, The Real Good Food Company .
- Governance protections: Double‑trigger CIC for cash/equity; no option repricing; no CIC tax gross‑ups; hedging/pledging prohibited; annual risk assessment; independent consultant (Pearl Meyer) engaged; independence confirmed .
Say‑on‑Pay and shareholder engagement:
- 2024 Say‑on‑Pay support: ~94% approval .
- Clawback enforcement: 2022 and 2023 STIP payouts were re‑calculated after financial statement revisions; recoveries notified and offsets planned (e.g., from 2022 PSU vesting) .
Performance & Track Record
- 2024 outcomes (company-wide): Adjusted EBITDA of $88.7m; net loss (continuing) of $11.5m; five‑year TSR value of $313.65 per $100 invested (as of 12/28/2024) .
- Under CEO transition: 2024 STIP paid at 95.5% of target across the company, with Kocher’s payout mirroring company and individual attainment; PSUs under the 2022 LTIP tranche are set to vest at 117% of target (reflecting relative TSR) for the eligible NEOs in May 2025 (Kocher did not have 2022 LTIP) .
Risks, Red Flags, and Trading Signals
- Positive alignment signals: Significant open‑market share purchase matched with RSUs (74,000), mandatory CEO ownership guideline (5x salary), prohibitions on hedging/pledging .
- Potential selling pressure windows: Time‑based RSU vestings in Q1 of 2025/2026/2027; option tranches vesting annually through 2027; PSU cliff in April 2027, all subject to window policies and guideline compliance .
- Governance and compliance: Active clawback enforcement; independent chair; all‑independent committees; strong Say‑on‑Pay support .
Investment Implications
- Pay-for-performance alignment: 2024 incentives centered on Adjusted EBITDA and individual goals produced a near‑target payout; Kocher’s long‑term package is heavily TSR‑based, reinforcing shareholder alignment through 2027 .
- Retention and execution: A multi‑year mix (time‑based RSUs/options plus relative‑TSR PSUs) and severance protection (2x cash; pro‑rated/actual PSUs on CIC) provide stability through the strategic plan horizon, while the CEO’s personal stock purchase and matching RSUs enhance “skin‑in‑the‑game” .
- Overhang/flow: Concentrated vesting dates (Q1 each year) could create episodic flow; however, ownership guidelines and policy restrictions mitigate immediate monetization risk .
- Governance quality: Independent board leadership, robust policies (no repricing/gross‑ups; double‑trigger CIC), and demonstrated clawback enforcement reduce downside governance risk; strong 2024 Say‑on‑Pay support suggests investor acceptance of the program’s structure .
Overall, Kocher’s package ties meaningful value to TSR outperformance over 2024–2026 and includes substantial time‑based equity with staggered vesting through 2027, balancing retention with shareholder alignment; investors should monitor quarterly operating execution versus EBITDA targets, revenue/ROIC progress for LTIP cohorts, and relative TSR trajectory ahead of the April 2027 PSU vesting .