Steve Landry

About Steve Landry

Steve Landry is Senior Vice President and Chief Operations Officer at TreeHouse Foods, having joined in February 2022 after serving as COO of Country Pure Foods (Apr–Nov 2021) and nearly two decades in operations leadership roles at The J.M. Smucker Company (June 2002–Apr 2021). He began his career in Operations and Continuous Improvement at Procter & Gamble and holds a B.S. in Electrical Engineering from the University of Maine. Mr. Landry is age 60 per the 2025 Proxy . Company performance context during his tenure includes multi-year TSR and profitability trends shown below.

Company performance and pay-versus-performance (summary):

Past Roles

Fixed Compensation

• Base salary and target bonus: Not individually disclosed for Mr. Landry in Summary Compensation Tables (he is not listed as an NEO in 2022–2024) .
• Stock ownership guidelines (apply to Senior VPs on the executive team): 2x base salary within five years; must hold 50% of net shares until compliant . Hedging, short sales, holding in margin accounts, and pledging are prohibited by policy .

Performance Compensation

Program design and metrics applicable to executive team (including SVPs):

• Long-Term Incentive (LTI) structure (2022 awards): 50% RSUs (time-based, vest ratably over 3 years) and 50% PSUs; PSUs earned on annual Operating Net Income (ONI) and Cash Flow Pre-Financing with a 3-year Relative TSR component (typical weighting: 37.5% ONI/CF per-year tranches and 12.5% r-TSR; payouts 0–200%) .
• LTI evolution (2024 awards): shift from annual target-setting to PSUs with three-year performance goals; metrics include 3-Year Cumulative ROIC, 3-Year Cumulative Organic Revenue, and 3-Year Cumulative Relative TSR; PSUs can be earned 0–200% of target .

Detailed metric framework:

Short-Term Incentive (annual bonus): Company uses quantitative financial/strategic metrics; payouts can range 0–200% under the AIP/STIP framework (general program description) .

Clawback policy: Clawback applies to cash and equity awards; no dividends on unvested equity; no repricing without shareholder approval .

Equity Ownership & Alignment

• Beneficial ownership (as of March 1, 2024): Mr. Landry beneficially owned 4,692 shares; he also had a right to acquire 3,304 shares within 60 days after March 1, 2024 related to RSU vesting .
• Pledging/Hedging: Prohibited for directors and officers; also prohibits holding Company stock in margin accounts .
• Stock ownership guidelines: Senior Vice President (executive team) requirement = 2x base salary within five years; if not met, must retain 50% of net after-tax shares acquired from equity awards .

Ownership breakdown:

Employment Terms

• Severance plan (non-CEO executives under Executive Severance Plan): If terminated involuntarily without Cause or resign for Good Reason, severance equals base salary plus target bonus and continuation of certain benefits for up to one year (double-trigger CIC provides 2x base salary and target bonus plus benefits for two years after a qualifying termination within 24 months following a change-in-control). No excise tax gross-ups; “best net” treatment may apply .
• Equity treatment on change-in-control: Awards may be assumed/replaced. If assumed, PSUs are deemed satisfied at greater of target or actual through the CIC date, then become time-based for remainder of period; if not assumed, unvested options vest, RSU restrictions lapse, and PSUs settle per plan. Double-trigger applies for acceleration when awards are assumed/replaced .
• Post-termination restrictive covenants: Executive Severance Plan includes non-solicit provisions; CEO agreement includes a 12-month non-compete (not applicable to Mr. Landry) .

Performance & Track Record

• Company TSR and fundamentals during 2020–2024 shown above (context for operations). TSR trended from 101.81 (2022) to 72.43 (2024), with Adjusted EBITDA of $365.9mm (2023) and $337.4mm (2024) .
• Compensation metrics are operationally focused (ONI, cash flow, ROIC) plus r-TSR, aligning operations leadership incentives with value creation .
• Governance note: Company disclosed a delayed Form 3 filing for Mr. Landry in 2022 due to an unanticipated delay in obtaining EDGAR codes (administrative timing), alongside one other officer .

Say‑on‑Pay & Shareholder Feedback

• 2022 Say‑on‑Pay approval approximately 84%; Committee cited ongoing shareholder engagement and maintained robust governance practices (no hedging/pledging, no single-trigger CIC, no excise tax gross‑ups) .

Additional Context: Pending Go‑Private Transaction

• On November 12, 2025, TreeHouse announced an agreement to be acquired by Investindustrial for $2.9 billion; holders to receive $22.50 per share in cash plus one non‑transferable CVR per share tied to litigation proceeds (85% of net proceeds, if any) .
• Until close (expected 1Q26), business as usual; leadership remains in place .

Investment Implications

• Alignment: Strong alignment via 100% equity LTI, prohibition on hedging/pledging, and SVP ownership guideline of 2x salary support long-term alignment; PSU metrics (ROIC, organic revenue, TSR) tie pay to value creation levers within operations .
• Retention/CIC dynamics: Double-trigger CIC terms and equity treatment can mitigate flight risk through a sale process; however, potential CIC payouts and accelerated vesting (if awards not assumed) create near-term monetization incentives—important given the announced go‑private deal .
• Execution risk: Company-level TSR volatility and mixed profitability across 2020–2024 emphasize the importance of delivering on EBITDA/ROIC targets embedded in LTI; operations leadership remains central to delivering ONI/cash flow goals .
• Disclosure gap: Landry is not an NEO; limited individual pay disclosure constrains granular pay-for-performance quantification. Ownership and vesting data indicate meaningful equity exposure, but absence of a disclosed base/bonus limits precise calibration of his cash/equity mix .