Howard Friedman
About Howard Friedman
Howard Friedman, age 55, has served as Chief Executive Officer of Utz Brands, Inc. and as a Class I director since December 2022, with his current director term expiring at the 2027 annual meeting . He brings 25+ years of food and beverage leadership, including COO of Post Holdings and CEO of Post Consumer Brands, with earlier senior roles at Kraft Heinz; he is a U.S. Army veteran who completed service as a Captain and holds a BA from Dickinson College and an MBA from NYU Stern . Under his leadership in FY2024, Utz net sales were $1,409.3M (-2.0% YoY) while Adjusted EBITDA rose to $200.2M (+6.9% YoY), and GAAP net income improved from $(40.0)M to $30.7M . Equity incentives are anchored to relative TSR PSUs and multi-year RSUs, reinforcing pay-for-performance alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Post Holdings | Chief Operating Officer | Jul 2021–Dec 2022 | Enterprise operations leadership across diversified CPG portfolio |
| Post Consumer Brands (Post Holdings) | President & CEO | Jul 2018–Jul 2021 | Led flagship cereal business; growth and execution responsibility |
| Kraft Heinz | EVP, Refrigerated | Jul 2016–May 2018 | Led Kraft’s most prominent business unit; P&L and operating discipline |
| Kraft Heinz | Various roles (20+ years) | Prior to 2016 | General management, sales, marketing deep CPG experience |
| U.S. Army | Captain | — | Leadership and discipline, domestic and overseas service |
External Roles
- No other public company directorships disclosed for Friedman in the proxy; he serves on the Utz board only .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $22,885 | $850,000 | $923,558 |
| All Other Compensation ($) | — | $112,278 | $111,331 (includes $100,000 annual travel stipend and 401(k)/profit sharing) |
| Total Compensation ($) | $4,252,567 | $4,113,444 | $4,907,657 |
Additional base salary program details:
- Prescribed base salary moved from $850,000 in 2023 to $925,000 in 2024 (+8.8% merit) and to $950,500 in 2025 (+2.8% merit) .
Performance Compensation
Annual Bonus Plan (ABP) – Design and FY2024 Outcomes
| Component | Weight | Threshold | Target | Maximum | Actual Result | Component Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $193M (94% of target) | $200M | $214M (113% of target) | $200M | 100% |
| Net Sales | 30% | $1,392M (96% of target) | $1,442M | $1,542M (107% of target) | $1,409.3M | 68% |
| OGSMs (strategic objectives) | 20% | Assessed vs goals | — | — | Met/Exceeded (market share, productivity, FCF, capabilities) | 110% |
| Company Rating (weighted sum) | — | — | — | — | — | 92% |
Friedman’s ABP specifics (FY2024):
- Base Salary: $925,000; Target Bonus: 115% of base; Company Rating: 92%; Individual Performance Factor (IPF): 105%; Actual Bonus Paid: $1,027,583 .
2024 Long-Term Incentive Grants (50% PSUs / 50% RSUs)
| Award | Grant Date | Shares/Units | Vesting / Performance | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 01/31/2024 | Target 63,395; Threshold 31,698; Max 126,790 | 3-year performance; relative TSR vs S&P Packaged Foods & Meat Index; vest 12/31/2026 (0–200% payout with 25th/50th/75th percentiles) | $1,723,076 |
| RSUs | 01/31/2024 | 63,396 | 1/3 on 12/31/2024; 1/3 on 12/31/2025; 1/3 on 12/31/2026 | $1,122,109 |
Vesting schedules (outstanding RSUs across grants):
- 56,022 RSUs vest 12/31/2024; 43,068 RSUs vest 50% on 12/31/2024 and 50% on 12/1/2025; 63,396 RSUs vest pro rata 2024–2026 .
PSU program evolution:
- Pre-2024 PSU scale: 0–200% with 30th/50th/70th/90th percentile cutoffs; 2022–2024 cycle paid at 70% based on 38th percentile TSR .
- 2024 PSU scale: 0–200% with 25th/50th/75th percentile cutoffs, using 30-day VWAP-based TSR for begin/end prices .
Realized vesting (period ended 12/31/2024):
- Shares vested: 98,697; Value realized: $1,545,595 (includes PSU cycle paid at 70%; pricing $15.66 on 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 134,344 Class A shares (as of 3/4/2025 measurement date) |
| Outstanding Unvested RSUs | 162,504 units; market value $2,530,187 (based on $15.57 at 12/27/2024) |
| Outstanding Unearned PSUs | 240,069 units; payout value proxy $3,737,874 (based on $15.57 at 12/27/2024) |
| Stock Ownership Guidelines | CEO must hold 6x base salary; directors 5x retainer; retention of 100% of eligible shares until compliant; annual June review |
| Compliance | All directors and Executive Leadership Team in compliance in FY2024 |
| Hedging/Pledging | Hedging, short sales, derivatives, monetization transactions prohibited; no shares pledged by directors/officers |
Insider selling pressure assessment:
- Significant scheduled RSU and PSU vesting through 2026 could create supply; however, retention requirements until guideline compliance and strict anti-hedging/short rules mitigate near-term selling pressure .
Employment Terms
| Topic | Key Provisions |
|---|---|
| Employment | At-will; offer letters set initial terms; ongoing policies apply |
| Start Date | Joined Utz in December 2022 (appointed CEO and director) |
| Non-Compete / Non-Solicit | 6 months post-termination (or longer if severance period); confidentiality and non-disparagement indefinite; violations subject to forfeiture/clawback of equity proceeds |
| Clawback | Amended and Restated Clawback and Forfeiture Policy adopted; recoupment on restatements and egregious conduct; equity awards also subject to clawback under plan |
| Executive Severance Plan | CEO covered under separate Change in Control Severance Plan (see below); general executive severance provides 100% base salary over 12 months for Executive Leadership Team; prorated bonus; COBRA up to 18 months; outplacement |
| Change-in-Control Severance (CEO) | If terminated without cause or for good reason within 90 days pre-/2 years post-CiC: 200% of base + target bonus, paid over 2 years; non-CiC termination for CEO: 150% of base over 18 months; prorated actual bonus; COBRA up to 18 months; outplacement; “best-net” excise tax approach (no excise tax gross-ups) |
| Hypothetical Payments (as of 12/31/2024) | CiC termination: Base $1,850,000; Prorated Bonus $1,027,583; Accelerated Equity $5,829,582 . Termination without cause: Base $925,000; Prorated Bonus $1,027,583; Accelerated Equity $0 . |
Board Governance
- Role: CEO and Class I director; not independent; no committee memberships listed .
- Structure: Separate CEO, Chairperson (Dylan Lissette), and Lead Independent Director (Roger Deromedi) roles; Lead Independent coordinates non-management directors; annual election of LID when Chair is non-independent .
- Committees: Audit (chair Steeneck), Compensation (chair Giordano), Nominating & Governance (chair Altmeyer); all committee members independent .
- Attendance: Board met 7 times in 2024; incumbent directors >75% attendance with aggregate >95%; committees had ≥95% attendance rates .
- Employee director compensation: Employee directors do not receive non-employee director retainers/equity awards; FY2024 director program included $87,500 cash retainer and $130,000 RSU for independent directors, not applicable to Friedman .
Compensation Peer Group and Say-on-Pay
- Peer group (11 companies) for FY2024 included B&G Foods, Lancaster Colony, BellRing Brands, TreeHouse Foods, Calavo Growers, Hain Celestial, Flowers Foods, Simply Good Foods, J&J Snack Foods, WK Kellogg, John B. Sanfilippo & Son; compensation constructed with consideration of peer median .
- Say-on-Pay: More than 99% stockholder approval of executive compensation in prior year; program continued substantially unchanged in FY2024 .
Performance & Track Record
- FY2024 outcomes: Net sales $1,409.3M (-2.0% YoY), Adjusted EBITDA $200.2M (+6.9% YoY), GAAP net income $30.7M (vs. $(40.0)M in FY2023) .
- Strategic initiatives: Retail share gains; productivity cost savings above expectations; ~$100M capex across supply chain; disposition of five plants and two brands to optimize network and balance sheet flexibility .
Risk Indicators & Red Flags
- Positive governance signals: Robust clawback policy; strict anti-hedging/short rules; stock ownership guidelines; independent compensation consultant (F.W. Cook) engaged with no conflicts .
- Red flags avoided: No option repricing; no tax gross-ups on annual compensation; excise tax handled via best-net approach rather than gross-up .
- Related parties/IRAs: Board oversees related person transactions; Investor Rights Agreement governs sponsor/continuing member nominations; no pledging disclosed by executives .
Detailed Tables
Howard Friedman – Summary Compensation (Multi-Year)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 22,885 | 850,000 | 923,558 |
| Stock Awards | 4,229,682 | 2,375,116 | 2,845,185 |
| Non-Equity Incentive (ABP) | — | 776,050 | 1,027,583 |
| All Other Compensation | — | 112,278 | 111,331 |
| Total | 4,252,567 | 4,113,444 | 4,907,657 |
ABP Metric Targets and Outcomes (FY2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 193 | 200 | 214 | 200 | 100% |
| Net Sales ($M) | 30% | 1,392 | 1,442 | 1,542 | 1,409.3 | 68% |
| OGSMs | 20% | — | — | — | Exceeded/Met | 110% |
| Company Rating | — | — | — | — | — | 92% |
| CEO IPF | — | — | — | — | — | 105% |
| CEO Bonus ($) | — | — | — | — | — | 1,027,583 |
2024 Equity Grants
| Award | Shares/Units | Vesting / Performance | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (01/31/2024) | Target 63,395; Thresh 31,698; Max 126,790 | Relative TSR vs S&P Packaged Foods & Meat; vest 12/31/2026; 0–200% payout | 1,723,076 |
| RSUs (01/31/2024) | 63,396 | 1/3 12/31/2024; 1/3 12/31/2025; 1/3 12/31/2026 | 1,122,109 |
Outstanding Equity at FY-End 2024
| Type | Units | Value Basis | Value ($) |
|---|---|---|---|
| RSUs (unvested) | 162,504 | $15.57 (12/27/2024 close) | 2,530,187 |
| PSUs (unearned) | 240,069 | $15.57 (12/27/2024 close) | 3,737,874 |
Vesting and Realization (period ended 12/31/2024)
| Item | Shares | Value ($) |
|---|---|---|
| Shares vested (RSU/PSU combined) | 98,697 | 1,545,595 |
| PSU cycle vesting rate | 70% (TSR 38th percentile) | — |
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Class A Shares Owned | 134,344 |
| Pledging | None by directors/officers |
| Guidelines | CEO: 6x base salary; 100% retention of eligible shares until compliant; FY2024 compliance confirmed |
Termination/Change-in-Control Economics (Hypothetical at 12/31/2024)
| Scenario | Base Pay ($) | Prorated Bonus ($) | Accelerated Equity ($) |
|---|---|---|---|
| Change in Control Termination | 1,850,000 | 1,027,583 | 5,829,582 |
| Termination Without Cause | 925,000 | 1,027,583 | 0 |
Investment Implications
- Alignment and incentives: A heavy mix of performance-based pay (PSUs tied to relative TSR and ABP weighted to EBITDA/net sales/OGSMs) aligns Friedman’s rewards with shareholder outcomes; FY2024 ABP paid near target due to EBITDA strength despite sales softness . Strong say-on-pay (99% approval) suggests shareholder support for the design .
- Retention risk vs selling pressure: Large scheduled RSU/PSU vesting through 2026 increases potential supply, but stringent stock ownership guidelines with retention requirements and anti-hedging rules mitigate immediate selling risk and reinforce long-term alignment .
- Change-in-control economics: CEO receives 2x base+target bonus on CiC termination with equity acceleration (illustrative accelerated equity ~$5.8M at FY-end prices), providing security but potentially increasing acquisition-related costs; best-net excise tax treatment avoids shareholder-unfriendly gross-ups .
- Governance structure: Separation of CEO, Chairperson, and Lead Independent Director roles with independent committees mitigates dual-role independence concerns; Friedman is an employee director with no committee roles, preserving independent oversight of compensation and audit .
- Execution signals: FY2024 operational progress on productivity, capex, portfolio focus, and balance sheet flexibility under Friedman supports margin-expansion thesis even amid demand headwinds, which could favorably impact TSR-linked PSU outcomes if sustained .