Greg Gaba
About Greg Gaba
Greg Gaba (age 43) is SunOpta’s Chief Financial Officer, appointed in October 2023 after serving as Deputy CFO and VP Corporate Finance since joining SunOpta in April 2017; previously, he held finance roles at SMTC Corporation for seven years and was an external auditor at Ernst & Young LLP for six years . Under his tenure, SunOpta’s 2024 adjusted EBITDA reached $88.7 million and “pay-versus-performance” disclosures show TSR value progression and improved EBITDA vs 2023, though with a 2024 net loss of $11.5 million . SunOpta’s short-term incentive plan (STIP) aligned payouts to adjusted EBITDA (company component) and individual goals (50%/50%), with a 95.5% payout for 2024, reinforcing pay-for-performance .
Key performance metrics
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($mm) | 75.9 | 88.7 |
| Net Income (Loss) ($mm) | (25.2) | (11.5) |
| TSR – Year-end value of $100 (2019 base) | 219.68 | 313.65 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunOpta Inc. | CFO (appointed Oct 2023); previously Deputy CFO & VP Corporate Finance | Since Apr 2017 | Led finance (FP&A, accounting, reporting, tax, treasury); supported operational improvement and incentive alignment |
| SMTC Corporation | Various finance roles | Seven years | Mid-size EMS finance leadership; operational finance discipline |
| Ernst & Young LLP | External auditor | Six years | Audit rigor, controls, reporting credibility |
External Roles
| Organization | Board/Role | Years | Notes |
|---|---|---|---|
| — | — | — | No reporting issuer board service in past five years |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 293,310 | 432,849 |
| Target Bonus (% of salary) | 75% (NEO schedule) | 75% (NEO schedule) |
| Actual STIP Cash Paid ($) | 0 | 161,156 |
| Other Bonuses ($) | 100,022 (Frozen Fruit divestiture) | 100,000 (relocation to Eden Prairie) |
Performance Compensation
2024 Incentive Architecture (STIP and LTIP)
- STIP metrics and payout: company adjusted EBITDA and individual goals (50% each); 2024 payout factor was 95.5% for company and individual, yielding 95.5% of target for Gaba; the cash portion paid $161,156, and STIP PSUs granted 4/4/2024 vested 4/4/2025 .
- LTIP metrics and weighting: For NEOs (ex-CEO), PSUs linked 50% to revenue CAGR and 50% to ROIC; RSUs and options vest ratably over three years; 2024 LTIP vests in 2027 (PSUs) .
- Clawback: Standalone clawback policy was exercised due to restatements affecting 2022/2023 adjusted EBITDA; Mr. Gaba owes $4,828 for 2023 .
2024 STIP framework and results
| Measure | Threshold (50%) | Target (100%) | Max (200%) | 2024 Company Payout |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 80.55 | 89.5 | 107.5 | 95.5% |
| Individual Goals | — | — | — | 95.5% |
| Gaba Final Payout | — | — | — | 95.5% of target; $161,156 cash + STIP PSUs vesting |
2024 LTIP grants for Greg Gaba (granted 4/30/2024 unless noted)
| Instrument | Units | Vesting/Term | Notes |
|---|---|---|---|
| PSUs (Target) | 34,723 | Performance vest 4/30/2027 | 50% Revenue CAGR (8/10/14% hurdles = 25/50/100%); 50% ROIC (12.5/14/18% = 25/50/100%) |
| RSUs | 17,362 | 1/3 per year over 3 years | Ratable vesting |
| Options | 26,933 (ex. price $6.55; exp. 4/30/2034) | 1/3 per year; 10-year term | Equity-based value on stock appreciation |
| STIP PSUs (4/4/2024) | 24,671 | Vested 4/4/2025 | 2024 STIP equity component |
| CFO Special RSUs (10/23/2023) | 56,338 (FV ≈ $440,000) | See employment terms | Special RSUs; vesting accelerates on certain terminations |
Stock Award Grant-Date Fair Value (Summary Compensation Table)
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2023 | 608,600 | 92,700 |
| 2024 | 499,545 | 112,335 |
Equity Ownership & Alignment
| Ownership Element | Count/Status |
|---|---|
| Common Shares owned | 58,649 |
| Vested Options (incl. within 60 days) | 29,167 |
| Vested RSUs/PSUs (incl. within 60 days) | 30,296 |
| Total beneficial (shares + vested derivatives) | 118,112; <1% of outstanding shares |
| Spousal holdings (subset of his common shares) | 9,826 common shares held by spouse |
| Ownership guideline (CFO) | 2x base salary; 5-year compliance period |
| Compliance summary (company-wide) | “All but two” executive officers in compliance; those not compliant are within transition |
| Hedging/Pledging | Explicitly prohibited; no hedging or pledging allowed |
Outstanding equity awards at FY-end (12/28/2024)
| Grant Date | Options Exercisable (#) | Options Non-Exercisable (#) | Exercise Price ($) | Expiry | Unvested RSUs (#) | Unvested RSUs MV ($) | Unearned PSUs (#) | Unearned PSUs MV ($) |
|---|---|---|---|---|---|---|---|---|
| 4/30/2024 | — | 26,933 | 6.55 | 4/30/2034 | 17,362 | 135,597 | 34,723 | 271,187 |
| 4/4/2024 | — | — | — | — | — | — | 24,671 | 192,681 |
| 10/23/2023 | — | — | — | — | 56,338 | 440,000 | — | — |
| 7/10/2023 | 7,161 | 18,933 | 6.35 | 7/10/2033 | 10,841 | 84,668 | 14,988 | 117,056 |
| 5/5/2022 | 4,803 | 2,401 | 5.91 | 5/5/2032 | 1,494 | 11,668 | 4,481 | 34,997 |
Employment Terms
- Termination without Cause: Lump-sum up to one times current base salary plus current-year target bonus; immediate vesting of any granted and unvested CFO Special RSUs .
- Change in Control + termination without Cause (or certain pre-close terminations): Lump-sum up to one and a half times base salary plus target bonus; acceleration of all unvested options and RSUs; PSUs vest only if performance hurdles satisfied as of change-in-control; 280G cutback if it increases net benefit .
- Death/Disability: Immediate vesting of unvested CFO Special RSUs .
Estimated severance economics (as of 12/28/2024)
| Scenario | Lump Sum ($) | Benefits ($) | Accelerated RSUs ($) | Accelerated Options ($) | Accelerated PSUs ($) | STIP Cash ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without Cause | 787,500 | 19,942 | 440,000 | 0 | 184,004 | 161,156 | 1,592,602 |
| Change of Control + termination | 1,181,250 | 19,942 | 671,933 | 0 | 714,021 | 161,156 | 2,748,302 |
Compensation Structure Analysis
- Heavy pay-at-risk: For NEOs, variable compensation (STIP + LTIP) dominates, with PSUs tied to multi-year Revenue CAGR and ROIC; stock options vest ratably over three years; RSUs provide retention .
- STIP hybrid design: Managers and above receive PSUs equal to 50% of target plus cash; payouts driven equally by adjusted EBITDA and individual performance; cash-only group for lower grades .
- Special RSUs for CFO: CFO Special RSUs granted Oct 2023 with accelerated vesting under specific termination scenarios (a retention lever but also severance-rich upon unwinding) .
- Clawback applied: Due to revised adjusted EBITDA for 2022/2023, clawbacks were executed (Gaba: $4,828), reinforcing recovery discipline after restatements .
- No tax gross-ups; double-trigger approach: Company practice explicitly rejects CIC tax gross-ups and uses double-trigger CIC vesting; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Restatement-driven clawbacks: Revised duties/adjusted EBITDA required clawbacks; while modest for Gaba ($4,828), it flags control/reporting vigilance .
- Insider trading controls: Quarterly blackout periods; mandatory pre-clearance for Covered Persons; strong prohibitions on hedging/pledging/margin accounts reduce misalignment and selling risk in distress windows .
- Severance-rich special equity: CFO Special RSUs accelerate on involuntary termination—positive for retention, but create potential change-in-control windfall optics (mitigated by 280G cutback) .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay approval: ~94% shareholder support at the 2024 annual meeting—supports pay program credibility .
- Compensation peer set: 2024 peer group includes BellRing Brands, Beyond Meat, BRC, Calavo Growers, Hain Celestial, J&J Snack Foods, John B. Sanfilippo & Son, Lancaster Colony, Seneca Foods, The Real Good Food Company, Simply Good Foods, Vita Coco, TreeHouse Foods, Utz Brands, Vital Farms, Whole Earth Brands .
Governance & Trading Practices Relevant to Selling Pressure
- Stock ownership guidelines: CFOs must hold 2x base salary; 5-year window to achieve; if not met, 50% of STIP paid in equity until compliant—raising alignment and limiting forced selling .
- Blackout periods and 10b5‑1: Covered Persons must pre-clear trades and observe blackout windows; approved 10b5‑1 plans permitted, reducing ad hoc sales and signaling risks .
Investment Implications
- Alignment: High proportion of at-risk pay (STIP/LTIP) linked to EBITDA, revenue growth, and ROIC aligns the CFO’s incentives with operational improvement and capital discipline; ownership guidelines and no hedging/pledging further tighten alignment .
- Retention vs. payout risk: CFO Special RSUs (with accelerated vesting on certain exits) and CIC severance multiples support retention but can amplify payout optics in change-of-control scenarios (mitigated by double-trigger and 280G cutback) .
- Execution monitoring: Restatement-related clawbacks and pay‑versus‑performance provide transparent feedback loops; 2024 EBITDA improvement and TSR progression are positives, but continued net losses warrant focus on margin and cash conversion sustainability .