Bryan Clark
About Bryan Clark
Bryan Clark (Age 52) is Senior Vice President, Research & Development and Quality Assurance at SunOpta (STKL), overseeing innovation, product development, food safety, and quality; he joined SunOpta in 2017 after 17+ years at General Mills in Innovation, Technology & Quality, and has served in his current SVP role since June 2022 . 2024 pay-for-performance outcomes tied to his incentives included a 91.5% STIP payout (95.5% company component; 87.5% individual) and above-target PSU factors on long-term plans (2022 TSR PSUs at 117% of target; 2023 TSR PSUs at 90%; 2024 LTIP PSUs at 141.5% for Revenue CAGR/ROIC) . His base salary was increased to $360,000 (from $325,000), and his 2024 equity mix followed SunOpta’s LTIP design with PSUs, RSUs, and options, all with multi-year vesting aligned to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunOpta | SVP, R&D and FSQ | Jun 2022–present | Leads innovation, product development, food safety, quality |
| SunOpta | VP, R&D (Plant-Based Foods & Beverages) | 2017–2022 | Product and process innovation for plant-based portfolio |
| General Mills | Various roles in Innovation, Technology & Quality | ~1999–2017 | R&D leadership across innovation and quality systems |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships reported in past five years |
Fixed Compensation
| Executive | Period | Base Salary ($) | Prior Base Salary ($) |
|---|---|---|---|
| Bryan Clark | As of Dec 28, 2024 | 360,000 | 325,000 |
Performance Compensation
2024 STIP Design and Outcome
| Measure | Weighting | Threshold | Target | Maximum | Actual Result | Payout Impact |
|---|---|---|---|---|---|---|
| Company Adjusted EBITDA | 50% | $80.55m | $89.5m | $107.5m | Achieved → 95.5% company component | Drives 50% of payout |
| Individual Goals | 50% | 0–200% (only pays if company met) | 100% | 200% | 87.5% for Bryan Clark | Drives 50% of payout |
| Bryan Clark STIP Opportunity | — | 30% of salary | 60% of salary | 120% of salary | 91.5% of target | 91.5% STIP PSUs vest + $98,820 cash |
| Award | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| 2024 STIP PSUs | 04/04/2024 | 15,789 | Vested 04/04/2025 | Determined by 2024 STIP outcome |
2024 LTIP Grants (Annual)
| Component | Target LTIP (% of Salary) | Grant Date | Units | Vesting Terms | Exercise Price / Expiration |
|---|---|---|---|---|---|
| PSUs | 85% (Bryan Clark) | 04/30/2024 | 23,612 (target) | Vest based on Revenue CAGR (50%) and ROIC (50%); vest date 04/30/2027 | — |
| RSUs | — | 04/30/2024 | 11,806 | Vest ratably: 1/3 per year over 3 years | — |
| Stock Options | — | 04/30/2024 | 18,315 | Vest ratably: 1/3 per year over 3 years | $6.55 / 04/30/2034 |
| RSU-to-Option Exchange | — | 04/30/2024 | Allowed at 3:1 ratio | Executives could exchange RSUs for options; none elected | — |
2024 LTIP Performance Hurdles (Clark)
| Metric | Threshold Vesting | Target Vesting | Max Vesting |
|---|---|---|---|
| Revenue CAGR | 8% → 25% vest | 10% → 50% vest | ≥14% → 100% vest |
| ROIC | 12.5% → 25% vest | 14% → 50% vest | ≥18% → 100% vest |
LTIP PSU Payout Factors (Measurement references)
| Plan | Performance Metric | Vest Date | Payout Factor |
|---|---|---|---|
| 2022 LTIP PSUs | Relative TSR vs Russell 3000 Food & Beverage | 05/05/2025 | 117% of target (67th percentile) |
| 2023 LTIP PSUs | Relative TSR vs Russell 3000 Food & Beverage | 04/15/2026 | 90% of target (measured TSR) |
| 2024 LTIP PSUs | Revenue CAGR (50%), ROIC (50%) | 04/30/2027 | 141.5% of target (measured Rev/ROIC) |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 27, 2025)
| Holder | Common Shares | Vested Options | Vested RSUs/PSUs | Total (Common + Vested) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Bryan Clark | 28,150 | 47,920 | 31,652 | 107,722 | * (less than 1%) |
2024 Equity Activity and Vesting
| Item | Quantity | Value / Terms | Date |
|---|---|---|---|
| Stock awards vested | 30,954 shares | $212,117 realized | Fiscal 2024 |
| Options exercised | 0 | — | Fiscal 2024 |
Key Policies and Guidelines
- Stock ownership guidelines: CEO 5x base; other NEOs 2x base; senior leadership 1x base; 5-year compliance period; if not in compliance, 50% of STIP paid in equity until met .
- Hedging prohibited since Feb 2018; company not aware of hedging by officers/directors .
- Insider trading policy in place; policy filed as Exhibit 19 to 2024 10-K .
Employment Terms
Severance and Change-of-Control Economics (as of FY2024 year-end assumptions)
| Scenario (Double-trigger for equity) | Lump Sum Severance ($) | Benefits Cont. ($) | Accel. RSUs ($) | Accel. Options ($) | Accel. PSUs ($) | Cash STIP ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination after Change-of-Control | 864,000 | 5,949 | 233,676 | 0 | 568,373 | 103,137 | 1,775,135 |
| Involuntary Termination (No CoC) | 360,000 | 5,949 | 0 | 0 | 117,759 | 103,137 | 586,845 |
- Structure: Double-trigger for cash severance and equity; non-compete/non-solicitation required in new agreements; clawback policy covering cash/equity for three years preceding restatement; limited perquisites; executive health program up to $5,000 .
- Estimated CoC PSU components include measured factors: 2022 TSR 117%, 2023 TSR 90%, 2024 LTIP (Rev/ROIC) 141.5%, and 2024 STIP at 95.5% .
Compensation Committee, Say-on-Pay, and Related Matters
- Compensation consultant: Pearl Meyer; independence confirmed; committee controls scope .
- Say-on-pay approval: ~94% support at 2024 annual meeting .
- Related party transactions: None material for executive officers and directors in the most recent year .
Investment Implications
- Incentive alignment: Significant performance-linked equity with multi-year vesting and above-target PSU outcomes (TSR and Rev/ROIC) supports alignment but also creates potential vest-driven selling pressure around 2025–2027 vest dates (STIP PSUs 2025; 2022 TSR PSUs 2025; 2023 TSR PSUs 2026; 2024 LTIP 2027) .
- Retention risk mitigants: Double-trigger severance and equity acceleration, five-year ownership guideline window, and broad clawback reduce voluntary departure incentives; however, relatively modest base pay ($360k) suggests reliance on equity outcomes for total compensation competitiveness .
- Trading signals: No options exercised in 2024 despite meaningful vested stock; 30,954 shares vested (potential supply) and sizable unvested awards suggest future liquidity events timed to vesting; hedging prohibited and no pledging disclosure observed, limiting misalignment risks .
- Performance execution: 2024 adjusted EBITDA shortfall to target (95.5% payout) and robust LTIP measurements (117% TSR for 2022; 141.5% for 2024 Revenue/ROIC) indicate progress on operating and capital efficiency levers embedded in compensation metrics .