Justin Kobler
About Justin Kobler
Justin Kobler (age 44) is Senior Vice President, Supply Chain at SunOpta, appointed February 26, 2024, overseeing supply chain, operations, procurement, and project management . Prior roles include Senior Vice President of Operations at Cacique Foods (2019–2024) and Vice President of Operations at Land O’ Frost (2016–2019), with earlier plant management roles at Hillshire Brands and Kraft Foods Group . Company performance metrics used for pay include adjusted EBITDA and TSR; in 2024 SunOpta achieved adjusted EBITDA of $88.7 million with a year-end value of $100 invested in STKL since 2019 rising to $313.65, and a company component STIP payout factor of 95.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cacique Foods, LLC | Senior Vice President, Operations | Feb 2019 – Feb 2024 | Operations and supply chain leadership in food manufacturing |
| Land O’ Frost | Vice President, Operations | Jun 2016 – Feb 2019 | Operations leadership and plant execution |
| Hillshire Brands | Plant Management Roles | Pre-Jun 2016 | Plant management and manufacturing operations |
| Kraft Foods Group | Plant Management Roles | Pre-Jun 2016 | Plant management and manufacturing operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No reporting issuer board roles in the past five years |
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Base Salary Rate (as of Dec 28, 2024) | $385,000 | SVP Supply Chain base rate |
| Salary Paid (FY2024) | $325,769 | Reflects partial year following Feb 26, 2024 start |
| All Other Compensation (FY2024) | $12,599 | Components below |
| Retirement Plan/401k Contributions | $11,772 | Included in All Other Compensation |
| Life & LTD Insurance | $827 | Included in All Other Compensation |
Performance Compensation
Short-Term Incentive Plan (STIP) – FY2024 Design and Outcomes
| Component | Weighting | Metric | Threshold | Target | Maximum | Actual Company Component Payout |
|---|---|---|---|---|---|---|
| Company Component | 50% | Adjusted EBITDA | $80.55m (50%) | $89.5m (100%) | $107.5m (200%) | 95.5% |
| Individual Component (gated by Company) | 50% | Annual goals | 0–200% range | Determined by review | 200% cap | Payout depends on individual rating |
| Executive-Specific STIP (Cash Portion) | Threshold $ | Target $ | Maximum $ | Actual (Cash) $ | Notes |
|---|---|---|---|---|---|
| Justin Kobler | $48,866 | $97,731 | $195,462 | $89,581 | Equity hybrid plan: 50% of target in PSUs; remaining 50% cash |
| STIP Equity (PSUs) | Grant Date | Target Units | Vest Date |
|---|---|---|---|
| FY2024 STIP PSUs | 04/04/2024 | 14,313 | 04/04/2025 |
Long-Term Incentive Plan (LTIP) – FY2024 Grants
| Instrument | Grant Date | Quantity | Key Terms | Grant-Date Fair Value $ |
|---|---|---|---|---|
| Stock Options | 04/30/2024 | 19,587 | $6.55 strike; expire 04/29/2034; vest 1/3 annually over 3 years | $81,937 |
| RSUs | 04/30/2024 | 12,626 | Vest 1/3 annually over 3 years | Included in Stock Awards total $543,683 |
| PSUs (LTIP) | 04/30/2024 | 25,251 (target) | 3-year performance; metrics: Revenue and ROIC; vest at end of period (Apr 30, 2027) subject to performance and service | Included in Stock Awards total $543,683 |
| Special RSUs (Inducement) | 03/12/2024 | 30,000 | Vest 1/3 annually on each of first 3 anniversaries of grant | $203,700 |
LTIP design for NEOs (ex-CEO) in 2024: 50% PSUs, 25% RSUs, 25% options; executives could exchange RSUs for options at 3:1, but none elected to do so .
Equity Ownership & Alignment
| Ownership Detail (as of Mar 27, 2025) | Quantity |
|---|---|
| Common Shares Owned | 11,350 |
| Vested Options | 6,529 |
| Vested RSUs/PSUs | 17,305 |
| Total Beneficial Ownership | 35,184 |
| Shares Outstanding (Common) | 117,242,316 |
| Ownership % of Common | ~0.03% (35,184 / 117,242,316) |
- Stock ownership guidelines: Other NEOs must hold 2x base salary; 5-year compliance window; if not compliant after 5 years, 50% of STIP paid in equity until compliant .
- Pledging/hedging: Prohibited for executives/directors .
- Compliance status (group): As of March 27, 2025, all but two executive officers were in compliance; non-compliant officers were within their transition period .
Scheduled Vesting and Potential Selling Pressure
| Grant | 2025 | 2026 | 2027 | Vesting Mechanics |
|---|---|---|---|---|
| Special RSUs (30,000) | 10,000 on 03/12/2025 | 10,000 on 03/12/2026 | 10,000 on 03/12/2027 | 1/3 annually over 3 years |
| LTIP RSUs (12,626) | ~4,209 on 04/30/2025 | ~4,209 on 04/30/2026 | ~4,209 on 04/30/2027 | 1/3 annually |
| Options (19,587 @ $6.55) | ~6,529 | ~6,529 | ~6,529 | 1/3 annually; expires 04/29/2034 |
| STIP PSUs (2024) | 14,313 vested on 04/04/2025 | — | — | Single-year PSU vest aligned to FY2024 STIP |
Note: Justin Kobler reported no option exercises and no stock awards vested during FY2024; vesting starts in 2025 given grant dates .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start Date | SVP, Supply Chain; appointed Feb 26, 2024 |
| Severance (no Cause) | Under SunOpta Foods Severance Pay Plan: multiple equals 2 weeks per year of service; min 39 weeks and max 52 weeks of base pay; company-paid medical coverage up to 12 months |
| Change-of-Control (Double Trigger) | If CoC occurs and employment is terminated within 12 months without cause or for good reason: immediate vesting of unvested options/RSUs and PSUs where performance hurdle satisfied; lump sum cash up to 1.5x base salary plus target bonus |
| Estimated CoC Termination Payouts (as of FY2024 year-end) | Lump sum $924,000; Continuation of benefits $20,181; Accelerated RSUs $332,909; Accelerated PSUs $385,798; Cash bonus payment $93,495; Total $1,756,383 |
| Non-Compete/Non-Solicit | Required in new agreements (where permitted by law) |
| Clawback Policy | Recovery of incentive-based pay (cash/equity) for 3 prior years upon accounting restatement due to material non-compliance |
| Hedging/Pledging | Not permitted |
| Tax Gross-ups | Change-in-control tax gross-ups not offered; 280G reduction mechanics apply for certain executives |
Compensation Structure and Governance
- Pay mix emphasizes variable pay (STIP and LTIP) to align with performance .
- Compensation Committee: Rebecca Fisher (Chair), Dr. Albert Bolles, Dean Hollis, David J. Lemmon, Mahes S. Wickramasinghe; independent consultant Pearl Meyer retained and confirmed independent .
- Peer group (2024) used for benchmarking includes 16 packaged food/beverage companies (BellRing, Beyond Meat, Calavo, Hain, J&J Snack Foods, John B. Sanfilippo & Son, Lancaster Colony, Seneca Foods, Simply Good Foods, Vita Coco, TreeHouse, Utz, Vital Farms, BRC, Real Good Food Co., Whole Earth Brands) .
- Say-on-Pay approval: ~94% support at 2024 annual meeting .
Investment Implications
- Alignment: Pay-for-performance design ties 50% of STIP to adjusted EBITDA with a 0–200% range, and FY2024 company payout at 95.5% shows discipline in targets; LTIP PSUs hinge on multi-year Revenue and ROIC metrics, supporting operating focus relevant to a supply chain executive .
- Retention profile: Significant unvested equity (e.g., 30,000 Special RSUs and 12,626 LTIP RSUs vesting over three years, plus 19,587 options) creates multi-year retention hooks; combined with double-trigger CoC provisions, voluntary departure risk is mitigated .
- Selling pressure: Near-term equity inflows include 14,313 STIP PSUs vested on 04/04/2025 and scheduled RSU/option tranches (approx. 10,000 + 4,209 + 6,529 annually), which may add modest selling pressure upon vesting; current beneficial ownership totals 35,184 shares/units .
- Governance risk: Hedging/pledging prohibited and clawback in place; no CoC tax gross-ups; 2024 say-on-pay at ~94% indicates strong shareholder support—reducing governance red-flag risk .
- Change-of-control economics: Modeled CoC termination total of ~$1.76 million (including accelerated equity) is material but within market norms given role, with double-trigger mechanics limiting windfall risk .