Joseph Scalzo
TreeHouse FoodsAbout Joseph E. Scalzo
Independent director of TreeHouse Foods (THS). Age 66; director since April 2022. Partner at Centerview Capital Consumer; former President & CEO of The Simply Good Foods Company and prior senior executive roles at Dean Foods/WhiteWave, Gillette, Coca‑Cola, and Procter & Gamble; Naval Officer 1980–1985; B.S. Chemical Engineering, University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Simply Good Foods Company (NASDAQ: SMPL) | Executive Vice Chairman; Director; formerly President & CEO (including predecessor Atkins Nutritionals) | Exec Vice Chair: Jul 2023–Aug 2024; Director: Jul 2017–Jan 2024; CEO: Jul 2017–Jul 2023 | Took company public in 2017; led nutrition/snacking growth |
| Dean Foods / WhiteWave Foods | President & COO, Dean Foods; President & CEO, WhiteWave Foods | 2005–2011 | Led operations/brands in beverages/dairy |
| The Gillette Company | Senior executive; led turnaround of $1B personal care business | Prior to 2005 | Operational turnaround leadership |
| The Coca‑Cola Company | Senior leadership roles | Prior to 2005 | Global consumer products experience |
| The Procter & Gamble Company | Early career | Began 1985 | CPG foundation experience |
| U.S. Navy | Naval Officer | 1980–1985 | Leadership and discipline |
External Roles
| Organization | Role | Since/Until | Notes |
|---|---|---|---|
| Freshpet, Inc. (NASDAQ: FRPT) | Director | Since Aug 2023 | Pet food; independent board seat |
| HNI Corporation | Director | 2003–2009 | Prior public board service |
| Earthbound Farm LLC | Director | 2010–2013 | Prior private board service |
| Focus Brands | Director | 2014–2020 | Prior private board service |
Board Governance
- Independence: The Board determined Scalzo is independent under NYSE and THS standards; all three standing committees are composed solely of independent directors .
- Committee assignments: Audit Committee member; Compensation Committee member; deemed an Audit Committee financial expert .
- Committee activity: Audit Committee met 8 times; Compensation Committee met 5 times in 2024 .
- Attendance: Board met 7 times in 2024; each current director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Declassification in progress; all directors subject to annual election beginning 2026; THS maintains a Lead Independent Director (Linda Massman) and regular executive sessions at least quarterly .
- Director service limits and pre‑approval: Directors generally limited to 4 public boards; any new public board requires Chair and Nominating & Corporate Governance Committee approval .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Audit Committee member fee | $7,500 | Annual committee member retainer |
| Compensation Committee member fee | $5,000 | Annual committee member retainer |
| Meeting fees | $0 | THS pays no per‑meeting fees |
| Total cash (2024–2025 Board year) | $102,500 | Sum of cash components |
Notes: Directors may defer up to 100% of cash retainer under the Deferred Compensation Plan .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs | 2024 (Board service year) | 4,798 RSUs | $172,248 | Vest/settle at earlier of 12 months from grant or 2025 Annual Meeting |
| Unvested RSUs (as of 12/31/2024) | — | 4,798 | — | Unvested balance at year‑end |
| Vested & deferred RSUs | — | — | — | None for Scalzo |
Notes:
- Directors received only RSUs for 2024–2025; no stock options were granted to directors in 2024 .
- Director stock ownership guidelines require ownership equal to 5x annual cash retainer (within five years); all current outside directors are in compliance .
Other Directorships & Interlocks
| Company | Relationship to THS | Potential Interlock/Conflict Assessment |
|---|---|---|
| Freshpet, Inc. | Unrelated (pet food) | No related‑party transactions reported by THS since Jan 1, 2024; no disclosed business dealings with entities connected to Scalzo |
THS policy requires review/approval of related‑party transactions and Board oversight; none reportable over $120,000 since Jan 1, 2024 .
Expertise & Qualifications
- 30+ years CPG leadership across beverages, snacking, and private label; former CEO of Simply Good Foods; extensive M&A and IPO experience; operational turnarounds (Gillette) .
- Audit literacy and designation as audit committee financial expert .
- Chemical engineering background; military leadership as Naval Officer .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (common shares) | 14,031 shares |
| Shares acquirable within 60 days (director RSUs) | 4,798 shares included in beneficial ownership |
| Options (exercisable/unexercisable) | None |
| Unvested RSUs (director grants) | 4,798 units (not yet settled) |
| Deferred RSUs | None |
| Ownership guidelines | 5x annual cash retainer; all current outside directors compliant |
| Hedging/pledging | Prohibited by THS Insider Trading Policy (no hedging, short sales, or pledging) |
Governance Assessment
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Strengths:
- Independent director with deep CPG operating experience and capital markets acumen; designated audit committee financial expert, enhancing financial oversight .
- Active on Audit and Compensation Committees; committees met regularly; Board/committee independence and executive sessions bolster oversight quality .
- Director pay structure emphasizes equity alignment (RSUs with annual vesting) and robust ownership guidelines (5x retainer), with compliance disclosed .
- No related‑party transactions disclosed; insider reporting compliance noted (only an untimely Form 3 for another director) .
-
Watch items:
- Private equity affiliation (Centerview Capital Consumer) warrants ongoing monitoring for potential transaction conflicts; THS maintains conflict‑of‑interest procedures and related‑party reviews (currently none reportable) .
- Multiple external commitments require adherence to THS service limits and pre‑approval; policy in place to manage workload and conflicts .
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Director Compensation Observations:
- Balanced cash/equity mix with no meeting fees and standardized committee retainers; no options or performance‑conditioned equity for directors, reflecting low‑risk governance pay design .
- Compensation Committee uses independent advisor (Pay Governance) and retains sole authority over design; Scalzo participates in the committee’s oversight and signed the Compensation Committee report .
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Red Flags: None disclosed specific to Scalzo (no related‑party transactions; hedging/pledging prohibited; attendance threshold met) .