Craig Steeneck

About Craig Steeneck

Craig Steeneck, 67, has served as an independent director of Utz since August 2020; he previously served on the Collier Creek board from November 2018 until UTZ’s business combination in August 2020 . He is a former Executive Vice President and Chief Financial Officer of Pinnacle Foods (2007–2019), with prior senior finance and supply chain roles at Pinnacle, Cendant Timeshare Resort Group (now Wyndham Hotels & Resorts), Resorts Condominiums International, and International Home Foods; he holds a B.S. in Accounting from the University of Rhode Island . The board has determined he is independent under NYSE and SEC rules and qualifies as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Roger Deromedi, Antonio Fernandez, and B. John Lindeman .
• Financial expertise: Board determined he is an “audit committee financial expert”; all audit committee members are independent .
• Compensation Committee: Served as a member from January 2024 to April 2024 (then rotated off) .
• Independence: Listed as an independent director in the proxy summary .
• Attendance: Board met 7 times in 2024; all incumbent directors attended at least 75% with aggregate attendance >95%; committee meetings also had ≥95% attendance .
• Annual meeting attendance: All but one director attended the 2024 Annual Meeting; directors strongly encouraged to attend .

Fixed Compensation

• Director compensation program (FY 2024):
  • Annual cash retainer: $87,500 (non-employee directors) .
  • Chair retainers: Audit Chair $25,000; Compensation Chair $15,000; Nominating/Governance Chair $10,000; Board Chair $90,000; Lead Independent Director $25,000 .
  • Equity retainer: $130,000 in RSUs at initial election and each annual meeting; vests on the earlier of one year or next annual meeting; prorated for partial service .

Notes: Cash aligns with $87,500 base + $25,000 Audit Chair retainer .

Performance Compensation

• Structure: Non-employee director equity is time-based RSUs (no options, no PSUs, no performance metrics); vests on the earlier of one year from grant or the next annual meeting .
• Valuation: RSU grant values reported at ASC 718 grant-date fair value .

Other Directorships & Interlocks

• Current public boards: Freshpet (Audit Chair) .
• Recent public boards: Hostess (2016–2023; Lead ID 2019; Audit Chair 2016–Jun 2022) .
• Compensation Committee interlocks: Company discloses no interlocks or insider participation requiring Item 404 disclosure for 2024; Steeneck was a Comp Committee member only Jan–Apr 2024 .
• Independence and related-party review: Audit Committee reviews related-person transactions; policy prohibits transactions >$120,000 without Audit Committee approval .

Expertise & Qualifications

• Financial leadership: Former public company CFO (Pinnacle); extensive finance, M&A integration, and supply chain finance experience .
• Audit oversight: Designated “audit committee financial expert”; chairs UTZ Audit Committee; committee met 8 times in FY 2024 .
• Industry background: Decades in packaged foods; additional board exposure across CPG and snacking .

Equity Ownership

• Beneficial ownership (as of Mar 4, 2025): 285,400 shares of Class A Common Stock; less than 1% of class; no pledged shares .
• RSUs outstanding (as of Dec 29, 2024): 7,420 RSUs for Steeneck (non-employee directors held these amounts) .
• RSUs vesting within 60 days of the measurement date: 7,240 shares for Steeneck (subset that vest within 60 days) .
• Ownership guidelines: Non-employee directors must hold ≥5x annual Board retainer; company reports all directors were compliant in FY 2024 .
• Anti-hedging/anti-pledging: Policy prohibits short sales, options, derivatives, and hedging/monetization transactions by directors and associates .

Governance Assessment

Strengths

• Strong audit leadership: Audit Chair and designated financial expert; committee met 8 times in 2024, indicating active oversight (including cybersecurity and related-party review in charter) .
• Independence and attendance: Independent director with board/committee attendance culture >95%; directors encouraged to attend annual meetings .
• Alignment: Meaningful share ownership with no pledging; robust ownership guidelines and anti-hedging policy; director equity is in stock (time-based RSUs) .
• Market signal: Say-on-pay support exceeded 99% in the prior year, indicating positive shareholder sentiment toward pay practices (context for board oversight) .

Potential Watch Items

• Industry overlap history: Served on Hostess Brands’ board (snack category peer) while on UTZ’s board from 2020–2023; company reports no Item 404 related-party concerns and independence maintained, but investors may note cross-industry insights and information sensitivity risks managed via UTZ governance processes .
• Concentrated nominating rights framework (context): Investor Rights Agreement sets nominating rights for certain holders; the board discloses information-access provisions for nominating parties generally, overseen by governance structures; not specific to Steeneck but relevant to overall board independence perception .

RED FLAGS: None disclosed specific to Steeneck. No related-party transactions involving him; no pledging; compliance with ownership guidelines; committee independence affirmed .