Amit Philip
TreeHouse FoodsAbout Amit Philip
Senior Vice President, Chief Strategy and Growth Officer at TreeHouse Foods since April 2022; joined the Company on August 26, 2019 as SVP, Chief Strategy Officer. He is 47, holds an MBA from Duke University and a Bachelor’s in Computer Science from Purdue University, and previously led Global Analytics & Insights at The Hershey Company with earlier roles at A.T. Kearney and Schlumberger . Company performance in his tenure has emphasized profitability and cash flow, with FY2024 net sales down 2.3% to $3,354.0M and adjusted EBITDA down 7.8% to $337.4M, while free cash flow improved to $126.1M; the FY2022–FY2024 PSU cycle’s r-TSR ranked at the 31st percentile and overall payout at 57.8% .
Company performance (FY 2023 → FY 2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($MM) | $3,431.6 | $3,354.0 |
| Adjusted EBITDA ($MM) | $365.9 | $337.4 |
| Free Cash Flow from Continuing Ops ($MM) | $16.5 | $126.1 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TreeHouse Foods | SVP, Chief Strategy Officer | 2019–2022 | Helped drive portfolio transformation amid divestiture and acquisitions; NEOs collectively contributed to supply chain and category depth initiatives |
| The Hershey Company | VP, Global Analytics & Insights | 2011–2018 | Led analytics and insights supporting strategy and growth |
External Roles
- No public company directorships disclosed for Amit Philip .
Fixed Compensation
- 2024 target fixed pay: Base salary $485,000; STI target 75% of base; Target total cash $848,750 . Base salary increased 4.5% YoY to $485,000 in 2024 . 2024 STIP paid 0% due to adjusted EBITDA gating and Committee’s negative discretion .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $435,094 | $458,543 | $480,628 |
| Non-Equity Incentive (STIP) ($) | $341,018 | $292,416 | $— (0% payout) |
| 2024 Targets | Value |
|---|---|
| Base Salary ($) | $485,000 |
| STI Target (% of base) | 75% |
| Target Total Cash ($) | $848,750 |
Performance Compensation
2024 LTIP design and targets
- LTIP split: 50% RSUs (time-based), 50% PSUs, with PSU metrics and weightings: ROIC 37.5%, Total Organic Revenue Growth 37.5%, r-TSR 25%; three-year cumulative measurement for all PSUs (FY2024–FY2026) .
- RSUs vest in 3 equal annual tranches beginning on the first anniversary; PSUs vest at three years subject to performance; options (from 2022) vest one-third on second anniversary and two-thirds on third anniversary .
| Component | Weighting | Target Shares (granted 3/15/2024) | Vesting | Notes |
|---|---|---|---|---|
| RSUs | 50% of LTI | 8,250 | 1/3 annually from 3/15/2025 | Settled in common stock |
| PSUs – ROIC | 37.5% of PSUs | 8,248 (Target) | 3-year cumulative FY2024–FY2026 | Threshold 3,351; Max 16,496 shares |
| PSUs – Organic Revenue | 37.5% of PSUs | Included in above PSU count | 3-year cumulative FY2024–FY2026 | Targets set upfront |
| PSUs – r-TSR | 25% of PSUs | Included in above PSU count | 3-year cumulative FY2024–FY2026 | Relative to Russell 3000 Packaged Foods & Meats |
Prior cycles and earned outcomes
| Award | Measurement Period | Amit’s Earned PSUs (#) | Payout % | Notes |
|---|---|---|---|---|
| 2022 PSUs (ONI, Cash Flow Pre-Financing, r-TSR) | FY2022–FY2024 | 5,315 | 57.9% | r-TSR at 31st percentile; ONI/Cash Flow tranches varied by year |
| 2023 PSUs (FY2023–FY2025 tranche for FY2024) | FY2024 tranche | Weighted banked payout 7.0% for Cash Flow; 0% for ONI (FY2024 metrics) | Varied | Vests at end of full period subject to employment |
2024 STIP mechanics and outcome
| Metric | Threshold | Target | Max | FY2024 Result | Payout |
|---|---|---|---|---|---|
| Net Sales Growth ($MM) | $3,433 | $3,536 | $3,657 | $3,377 | —% (gated) |
| Adjusted EBITDA ($MM) | $333 | $380 | $405 | $337 | —% (gated) |
| Gross Margin ($MM) | $588 | $670 | $710 | $593 | —% (gated) |
| Engagement Score | Prior Year +1 | +2 | +3 | +3 | —% (negative discretion) |
| Total payout was 0% due to adjusted EBITDA gating and Committee’s negative discretion . |
Equity Ownership & Alignment
- Beneficial ownership: 35,279 common shares; options currently exercisable 8,654; total beneficial 43,933 shares; no NEO beneficially owns ≥1% of outstanding shares .
- Outstanding awards (12/31/2024): Unvested RSUs 9,289 ($326,323); Unearned PSUs 10,310 ($362,190); options exercisable 8,654; unexercisable 17,307 at $42.69 strike (expire 5/13/2032) .
- Ownership guidelines: SVP required to hold 2x base salary; all NEOs met or are within five-year compliance period; hedging and pledging prohibited .
- 2024 vesting/transactions: No NEO exercised options in 2024 .
| Category | Detail |
|---|---|
| Shares owned (excl. options) | 35,279 |
| Options exercisable | 8,654 (strike $42.69; exp. 5/13/2032) |
| Options unexercisable | 17,307 (vest remainder by 5/13/2025) |
| Unvested RSUs | 9,289 ($326,323) |
| Unearned PSUs | 10,310 ($362,190) |
| Ownership guideline | 2x salary; compliant/on track |
| Hedging/pledging | Prohibited for all officers |
Employment Terms
- Coverage: Executive Severance Plan with double-trigger change-in-control; no single-trigger benefits; no excise tax gross-ups .
- Clawback: Dodd-Frank compliant; recovery for restatements and misconduct (fraud, material policy breach, supervisory failures) .
| Scenario (as of 12/31/2024) | Severance ($) | RSUs ($) | PSUs ($) | Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (No CIC) | 848,750 | 203,859 | 278,300 | 25,491 | 1,152,541 |
| CIC + Qualifying Termination | 1,697,500 | 537,033 | 770,331 | 50,982 | 3,055,846 |
| CIC w/o Termination – Awards Not Assumed | — | 537,033 | 770,331 | — | 1,307,364 |
Investment Implications
- Pay-for-performance alignment is strict: 2024 STIP paid 0% due to EBITDA gating; FY2022–FY2024 PSU cycle paid 57.8%, reflecting below-target multi-year results; this reduces near-term cash payout risk and suggests disciplined Committee discretion .
- Insider selling pressure appears limited: no option exercises in 2024; 2022 premium-priced options remain underwater at $42.69 strike, and remaining tranches vest by May 2025, minimizing economic incentive to sell in the near term .
- Ownership alignment: meaningful share/award holdings plus 2x salary guideline and anti-hedging/anti-pledging policies support alignment; no related-party transactions since Jan 1, 2024; say-on-pay support improved to ~96% in 2024, indicating shareholder acceptance of design changes (ROIC and organic revenue PSUs) .
- Retention risk: Double-trigger CIC and quantified severance provide downside protection; 3-year PSU measurement and staggered RSU vesting create retention hooks across 2025–2026; however, rigorous targets and gating can suppress realized compensation if performance lags, potentially elevating retention risk if market opportunities arise .