Kristy Waterman
Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary at 
TreeHouse Foods
TreeHouse FoodsExecutive
About Kristy Waterman
Executive Vice President, Chief Human Resources Officer, General Counsel, and Corporate Secretary at TreeHouse Foods. Joined in July 2021 as EVP, General Counsel & Corporate Secretary; appointed Chief Human Resources Officer in January 2022. Age 45; B.A. from the University of Texas at Austin and J.D. from St. Mary’s University School of Law . Company performance context: 2024 net sales were $3,354.0M (−2.3% YoY); adjusted EBITDA was $337.4M (−7.8% YoY) . Three-year TSR ranked at the 44th percentile vs the compensation peer group as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DFA Dairy Brands (Dairy Farmers of America) | SVP, Strategy & Chief Administrative Officer | Apr 2020 – Jul 2021 | Helped integrate acquired Dean Foods assets; led strategy and administration during industry transition . |
| Dean Foods Company | SVP, General Counsel, Corporate Secretary & Government Affairs | Jul 2019 – Apr 2020 | Led all legal/regulatory matters; executive oversight through bankruptcy transition and asset sale . |
| Dean Foods Company | Legal roles with increasing responsibility | 2014 – 2019 | Progressively senior corporate legal roles, M&A, governance, securities . |
| Gardere Wynne Sewell; Norton Rose Fulbright | Corporate attorney (M&A, transactions, securities) | Pre-2014 | Advised on M&A, governance, reporting; foundation for corporate counsel expertise . |
External Roles
- Not disclosed in current proxy filings; no public company board roles listed for Waterman .
Fixed Compensation
Multi-year compensation (dollars are grant-date accounting values for stock/option awards per ASC 718; actual paid bonus shown in Non-Equity Incentive Plan Compensation).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $567,417 | $592,378 |
| STI Target (% of Base) | 75% | 75% | 75% |
| Non-Equity Incentive Plan Compensation ($) | $431,009 | $361,806 | $0 (STIP payout 0%) |
| Stock Awards ($) | $1,642,066 | $1,057,314 | $1,424,181 |
| Option Awards ($) | $466,567 | — | — |
| All Other Compensation ($) | $27,072 | $33,902 | $28,383 |
| Total ($) | $3,215,354 | $2,020,439 | $2,044,942 |
Base salary adjustments:
- Increased from $572,000 to $597,740 in 2024 (+4.5%) .
Performance Compensation
Annual (STIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Net Sales ($) | — | $3,433M | $3,536M | $3,657M | $3,377M | —% |
| Adjusted EBITDA ($) | — | $333M | $380M | $405M | $337M | —% (gate not met) |
| Gross Margin ($) | — | $588M | $670M | $710M | $593M | —% (gate not met) |
| Engagement Score | — | +1 pt | +2 pts | +3 pts | +3 pts | —% (negative discretion) |
| Total STIP Payout | — | — | — | — | — | 0% |
Notes:
- Committee applied negative discretion; adjusted EBITDA threshold gate prevented any payout despite strategic metric achievement .
Long-Term Incentive Plan (LTIP) – 2024 Award Mix (Waterman)
| Component | % of LTI | Target $ | Metric Detail |
|---|---|---|---|
| RSUs | 50% | $597,740 | Vests 1/3 annually over 3 years |
| PSUs – ROIC | 37.5% of PSUs | $224,153 | 3-year cumulative (FY2024–2026) |
| PSUs – Total Organic Revenue Growth | 37.5% of PSUs | $224,153 | 3-year cumulative (FY2024–2026) |
| PSUs – r-TSR (relative to Russell 3000 Packaged Foods & Meats) | 25% of PSUs | $149,434 | 3-year cumulative, capped at 100% if TSR negative |
2022 PSUs (FY2022–2024 performance period) payout:
- Overall payout certified at 57.8% for eligible NEOs; component achievements detailed below .
| Metric | Weight | Year | Threshold | Target | Max | Actual | % of Target Earned |
|---|---|---|---|---|---|---|---|
| Operating Net Income ($M) | 12.5% | 2022 | 40.8 | 51.0 | 61.2 | 66.1 | 200.0% |
| Operating Net Income ($M) | 12.5% | 2023 | 119.6 | 149.5 | 179.4 | 139.2 | 82.8% |
| Operating Net Income ($M) | 12.5% | 2024 | 107.1 | 133.9 | 160.7 | 100.5 | 0.0% |
| Cash Flow Pre-Financing ($M) | 12.5% | 2022 | 186.4 | 233.0 | 279.6 | -176.4 | 0.0% |
| Cash Flow Pre-Financing ($M) | 12.5% | 2023 | 142.5 | 178.1 | 213.7 | 16.5 | 0.0% |
| Cash Flow Pre-Financing ($M) | 12.5% | 2024 | 122.6 | 153.3 | 184.0 | 126.1 | 55.6% |
| r-TSR (Percentile Rank) | 25.0% | 2022–2024 | 25th | 50th | 100th | 31st | 62.0% |
| Total Payout | — | — | — | — | — | — | 57.8% |
2024 Grants (Plan-Based Awards) – Kristy Waterman
| Award Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual RSU | 3/15/2024 | — | 16,269 | — | $597,723 |
| 2022 Fin PSU (2024 tranche) | 3/15/2024 | 1,554 | 3,107 | 6,214 | $114,151 |
| 2023 Fin PSU (2024 tranche) | 3/15/2024 | 1,514 | 3,028 | 6,056 | $111,249 |
| 2024 PSU (3-year goals) | 3/15/2024 | 6,609 | 16,269 | 32,538 | $601,058 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Common Stock (Excl. Options) (#) | Options Exercisable (#) | Total (#) |
|---|---|---|---|
| Kristy N. Waterman | 34,387 | 9,995 | 44,382 |
- She has rights to acquire 13,603 shares within 60 days via RSUs (counts toward ownership guidelines) .
- No pledging or hedging permitted under Insider Trading Policy; margin and pledging prohibited .
- Stock ownership guidelines: Executive Vice Presidents must hold 3x base salary within 5 years; all NEOs met or are on track .
Outstanding Awards (as of 12/31/2024)
| Award | Details |
|---|---|
| Stock Options | 9,995 exercisable; 19,990 unexercisable; $42.69 strike; expire 5/13/2032 . |
| Unvested RSUs | 17,973 units ($631,391 at $35.13 closing price) . |
| Unearned PSUs | 20,336 units ($714,404 at $35.13) . |
| Deemed Earned PSUs (ONI/CF tranches) | FY2022: 3,108 units; FY2023: 2,539; FY2024: 1,704 (values shown in proxy) . |
| Deemed Earned PSUs (r-TSR) | FY2022–2024: 2,223 units . |
Vesting schedules:
- RSUs vest 1/3 annually over 3 years from grant date .
- PSUs vest on third anniversary of grant, subject to performance goals (ROIC, total organic revenue, r-TSR) .
- Options vest one-third on 2nd anniversary and two-thirds on 3rd anniversary from grant; all NEO options were underwater at 12/31/2024 (strike above market) .
Insider selling pressure indicators:
- 2024 STIP paid 0%, and underwater options reduce immediate monetization incentive .
Employment Terms
| Provision | Non-CEO NEOs (incl. Waterman) | Notes |
|---|---|---|
| Severance – involuntary term (no CIC) | Base salary + target bonus; up to 12 months of health benefits | Requires release; non-solicit applies . |
| CIC Severance (double trigger) | 2x base salary + 2x target bonus; 24 months of benefits | Double-trigger; no gross-up . |
| Equity on involuntary term (no CIC) | Accrued PSUs + pro-rata PSUs for current period; no acceleration for RSUs/options | As described under Equity Plan terms . |
| Equity on CIC (if not assumed) | Options and RSUs accelerate; PSUs canceled for cash at deemed value (≥100% target) | If assumed, vest on time-only after CIC with performance deemed at greater of target or actual to date . |
| Clawback | Dodd-Frank/NYSE-compliant recovery for restatements; misconduct recoupment (fraud, policy breach) | Applies to cash and equity. |
| Hedging/Pledging | Prohibited for directors/officers/employees; no margin accounts or pledges | Insider Trading Policy. |
Quantified potential payments (as of 12/31/2024, $35.13 stock price):
| Scenario | Severance ($) | RSUs ($) | Performance Awards ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Term (no CIC) | $1,046,045 | — | $443,445 | — | $1,489,490 |
| Disability/Death | — | $358,362 | $443,445 | — | $801,807 |
| CIC + Qualifying Term | $2,092,090 | $1,000,678 | $1,337,365 | — | $4,430,133 |
| CIC w/o Term (Awards Not Assumed) | — | $1,000,678 | $1,337,365 | — | $2,338,043 |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 STIP paid 0% due to EBITDA gate; 2022 PSUs paid 57.8%—below target—reflecting challenging operating outcomes and strict goals .
- Shift in PSU metrics: Added ROIC and Total Organic Revenue Growth (3-year cumulative) beginning 2024, responding to investor feedback; r-TSR retained at median target; reduced adjusted EBITDA weighting in STIP to 30% .
- Guaranteed comp vs at-risk: NEO mix emphasizes equity and performance-based pay; robust ownership guidelines and clawback reduce risk .
Say-on-Pay & Peer Group
- Say-on-Pay approval ~96% at 2024 Annual Meeting; management engaged with holders representing ~85% of shares outstanding ahead of 2025 .
- Compensation peer group: ACCO Brands; B&G Foods; Conagra; Edgewell; Energizer; Flowers Foods; Fresh Del Monte; Ingredion; Lamb Weston; Lancaster Colony; McCormick; Perrigo; Post; Primo Water; Hain Celestial; J.M. Smucker .
Equity Ownership & Governance Risk Indicators
- No related party transactions since Jan 1, 2024; strong governance controls .
- CEO pay ratio: 123:1 (context only; not specific to Waterman) .
- No excise tax gross-ups; no option repricing; anti-hedging/pledging enforced .
Investment Implications
- Incentive alignment: Zero STIP payout and sub-target PSU vesting demonstrate stringent targets and disciplined pay outcomes, limiting the risk of misaligned compensation; the addition of ROIC and organic revenue metrics should strengthen capital efficiency and growth focus over 2024–2026 .
- Retention and selling pressure: Underwater options (strike $42.69 vs $35.13 YE price) materially dampen near-term monetization; RSU/PSU mix provides retention via time/performance vesting, with double-trigger CIC protection standard for NEOs .
- Ownership alignment: Required 3x salary holdings and anti-hedging/pledging policy reinforce alignment; Waterman’s 44,382 beneficial total (including options) and scheduled RSU accretions support compliance trajectory .
- Performance context: 2024 headwinds (recalls, deflationary pass-through) drove net sales and adjusted EBITDA declines; the three-year TSR at the 44th percentile suggests median-ish shareholder outcomes—compensation program changes aim to improve through-cycle returns .