Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-14

B&G Foods (BGS)

CEO Kenneth Keller was paid $4,589,619 in fiscal year 2025, ↓ down 9.7% from fiscal year 2024, the 31st percentile of its disclosed peer group (SEC filing 0001104659-26-039621 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$4,589,619 ↓
Kenneth Keller total, FY2025
31st
CEO pay percentile vs peers
84:1
CEO-to-median pay ratio
86.06%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Kenneth Keller (Chief Executive Officer), FY2025 total compensation $4,589,619 (base salary $1,224,258) [exec_comp, SEC accession 0001104659-26-039621, filed 2026-04-03]

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BGS's next annual pay disclosure, estimated April 11, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Kenneth Keller$1,224,258$0$2,625,864$0$710,437$0$29,060$4,589,619
Chief Executive Officer
Jordan Greenberg351,3200341,57800113,453778,5321,584,883
Former Executive Vice President and President of Spices & Flavor Solutions
Scott Lerner582,4490471,4190202,79772,67522,0601,351,400
General Counsel, Secretary and Chief Compliance Officer
Bruce Wacha579,2090468,8030235,28045,39122,0601,350,743
Executive Vice President of Finance and Chief Financial Officer
Ellen Schum482,6200351,5580188,48262,18111,5601,096,401
Executive Vice President and President of Specialty
Andrew Vogel417,6900304,2620292,141029,0601,043,153
Executive Vice President and President of Meals

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Kenneth Keller$4,589,619$5,083,699$7,958,638↓ −494,080
Jordan Greenberg1,584,8831,081,5681,298,323↑ +503,315
Scott Lerner1,351,4001,373,3451,524,528↓ −21,945
Bruce Wacha1,350,7431,417,3881,551,482↓ −66,645
Ellen Schum1,096,4011,236,5851,358,208↓ −140,184
Andrew Vogel1,043,153———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against BGS
18 companies name BGS as a compensation peer

Each company listed discloses BGS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BGS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Andrew VogelEVP$1,043,153
Bruce WachaCFO$1,350,743
Ellen SchumEVP$1,096,401
Jordan GreenbergEVP$1,584,883
Kenneth KellerCEO$4,589,619
Scott LernerGeneral Counsel$1,351,400
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Alfred PoeIndependent Director$227,368
Charles F. MarcyIndependent Director$212,368
Cheryl M. PalmerIndependent Director$222,368
David L. WennerIndependent Director$207,368
DeAnn L. BruntsIndependent Director$232,368
Debra M. ChaseIndependent Director$227,368
Dennis M. MullenIndependent Director$222,368
Robert D. MillsIndependent Director$212,368
Stephen C. SherrillChair of the Board$267,368
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kenneth KellerPSU148,434—$623,423
Scott LernerRSU42,701—179,344
Bruce WachaPSU26,500—111,300
Jordan GreenbergPSU6,016—25,267
Kenneth KellerPSU237,850—998,970
Kenneth KellerRSU237,850—998,970
Kenneth KellerRSU98,956—415,615
Scott LernerPSU42,701—179,344
Bruce WachaPSU42,464—178,349
Kenneth KellerOption273,00019.63—
Bruce WachaRSU42,464—178,349
Kenneth KellerRSU35,559—149,348
Ellen SchumPSU31,844—133,745
Ellen SchumRSU31,844—133,745
Andrew VogelPSU27,560—115,752
Andrew VogelRSU27,560—115,752
Scott LernerPSU26,648—111,922
Ellen SchumPSU19,873—83,467
Scott LernerRSU17,765—74,613
Bruce WachaRSU17,667—74,201
Andrew VogelPSU17,034—71,543
Ellen SchumRSU13,249—55,646
Andrew VogelRSU11,356—47,695
Jordan GreenbergPSU10,190—42,798
Scott LernerRSU5,802—24,368
Bruce WachaRSU5,769—24,230
Ellen SchumRSU4,761—19,996
Andrew VogelRSU4,081—17,140
Kenneth KellerOption252,00014.02—
Kenneth KellerOption375,00025.24—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation committee ensures that the total compensation paid to our named executive officers is fair, reasonable and competitive, and that a significant portion of the total compensation is tied to the company's annual and long-term performance.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantMeridian Compensation Partners
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2126,804,2154,340,759436,97486.06%Passed
20252025-05-1536,717,4327,633,289502,61382.79%Passed
20242024-05-2340,610,5545,082,814512,13088.88%Passed
20232023-05-1733,988,4143,411,550633,72090.88%Passed
20222022-05-1731,821,5812,428,1941,325,27292.91%Passed
20212021-05-1830,390,0701,806,6641,131,32794.39%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2186.06%a
20252025-05-1582.79%b
20242024-05-2388.88%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal Nos.”.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal Nos.”.

c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be included in the vote totals and will not affect the outcome of the vote for Proposal Nos.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)84 : 1
CEO total compensation$4,589,619
Median employee compensation$54,657
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Stephen C. SherrillIndependent · Board Chair · Compensation (Ex-officio)$0$102,368$165,000$0$0$267,368
DeAnn L. BruntsIndependent · Audit (Chair)130,000102,368000232,368
Debra M. ChaseIndependent125,000102,368000227,368
Alfred PoeIndependent · Audit · Compensation (Chair) · Risk125,000102,368000227,368
Dennis M. MullenIndependent · Audit · Compensation · Corporate Social Responsibility · Risk120,000102,368000222,368
Cheryl M. PalmerIndependent · Audit · Compensation · Risk120,000102,368000222,368
Charles F. MarcyIndependent · Nominating and Governance (Chair)110,000102,368000212,368
Robert D. MillsIndependent · Risk (Chair)110,000102,368000212,368
David L. WennerIndependent · Audit · Compensation105,000102,368000207,368
Kenneth C. KellerEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer$130,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 20,000 / 20,000
Stock ownership guidelineSee “Corporate Governance—Director Compensation—Non-Employee Director Stock Ownership Guidelines” above for a description of stock ownership guidelines we have adopted for our non-employee directors.
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$945,000
Equity awards (grant-date value)$921,312
All other compensation$0
Total cost of the board$1,866,312

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies B&G Foods names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including B&G Foods.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1WK Kellogg Co.2023Steve Cahillane$1,338,462$10,995,985$1,524,318$2,829,600$17,038,641
2Post Holdings Inc.2025Robert Vitale1,281,25014,811,2950016,621,445
3Lamb Weston Holdings, Inc.2026Michael Smith1,000,0005,704,5577,379,9361,830,00016,004,614
4McCormick & Co., Inc.2025Brendan Foley1,139,0848,600,1050720,13010,831,581
5Darling Ingredients, Inc.2025Randall Stuewe1,284,2316,681,03001,328,1129,402,554
6Treehouse Foods, Inc.2024Steven Oakland1,102,0007,069,378008,305,103
7Flowers Foods, Inc.2025A. Ryals McMullian1,041,7305,735,8420733,5247,776,698
8BellRing Brands, Inc.2025Darcy Horn Davenport950,0254,400,00001,055,7156,563,539
9John B. Sanfilippo & Son, Inc.2026Jeffrey Sanfilippo985,4701,687,43101,841,8635,326,942
10B&G Foods2025Kenneth Keller1,224,2582,625,8640710,4374,589,619
11The Hain Celestial Group, Inc.2025Wendy Davidson789,8083,530,682004,546,417
12Utz Brands, Inc.2025Howard Friedman968,2892,699,0440609,9364,391,269
13The Simply Good Foods Company2025Geoff Tanner816,6672,747,758—748,0004,330,633
14J&J Snack Foods Corp.2025Daniel Fachner1,021,9232,059,9740834,3003,978,648

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
B&G Foodsnot disclosednot disclosednot disclosedMeridian Compensation Partners
BellRing Brands, Inc.88.9% of target for corporate level NEOs; 92.9% of target for business unit level NEO (Mr. Singh).%PRSUs 80 · RSUs 20Yes — Relative TSRAon
Darling Ingredients, Inc.70%PSU 60 · RSU 40Yes — Total Shareholder Return (TSR)Meridian Compensation Partners, LLC
Flowers Foods, Inc.56.3%PSU 70 · RSU 30Yes — TSR vs. Peer GroupMeridian Compensation Partners, LLC
J&J Snack Foods Corp.not disclosednot disclosednot disclosednot disclosed
John B. Sanfilippo & Son, Inc.158.1%RSU 80 · PSU 20NoPearl Meyer & Partners, LLC
Lamb Weston Holdings, Inc.122%RSU 40 · PSU 30 · Options 30Yes — Relative TSRF.W. Cook
McCormick & Co., Inc.40.4%PSU 50 · RSU 50Yes — McCormick's TSR relative to the TSR generated by our Peer Group companiesWTW (Willis Towers Watson)
Post Holdings Inc.124.4%PSU 50 · RSU 50Yes — Negative three-year TSRAon
The Hain Celestial Group, Inc.not disclosedRSU 50 · PSU 50Yes — Relative TSR versus the S&P Food & Beverage Select Industry IndexClearBridge Compensation Group, LLC
The Simply Good Foods Companynot disclosednot disclosednot disclosedMercer
Treehouse Foods, Inc.not disclosedRSU 50 · PSU 50not disclosedPay Governance LLC
Utz Brands, Inc.not disclosednot disclosednot disclosedF.W. Cook
WK Kellogg Co.not disclosedPSU 75 · RSU 25NoSemler Brossy Consulting Group

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at B&G Foods in fiscal 2025?
As disclosed, Kenneth Keller (Chief Executive Officer) was the highest-paid executive at B&G Foods in fiscal 2025, with total compensation of $4,589,619.
How does B&G Foods's chief executive pay compare to its disclosed peer group?
As disclosed, Kenneth Keller's total compensation ranked at the 31st percentile of B&G Foods's disclosed peer group.
What is B&G Foods's CEO-to-median employee pay ratio?
As disclosed, B&G Foods's CEO-to-median employee pay ratio was 84:1.
How did shareholders vote on B&G Foods's executive compensation?
As disclosed, 86.06% of shareholders supported B&G Foods's executive compensation in the latest say-on-pay vote.
How much does B&G Foods spend in total on board compensation for fiscal 2025?
As disclosed, B&G Foods reported total board compensation of $1,866,312 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Kenneth KellerDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 4,589,619. View filing ↗
2Section 01, Jordan GreenbergDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 1,584,883. View filing ↗
3Section 01, Scott LernerDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 1,351,400. View filing ↗
4Section 01, Bruce WachaDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 1,350,743. View filing ↗
5Section 01, Ellen SchumDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 1,096,401. View filing ↗
6Section 01, Andrew VogelDEF 14A2026-04-030001104659-26-039621Section “Summary Compensation Table”. As printed: 1,043,153. View filing ↗
7Section 07, pay ratioDEF 14A2026-04-030001104659-26-039621Section “CEO Pay Ratio”. As printed: 84 : 1. View filing ↗
8Section 08, Stephen C. SherrillDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 267,368. View filing ↗
9Section 08, DeAnn L. BruntsDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 232,368. View filing ↗
10Section 08, Debra M. ChaseDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 227,368. View filing ↗
11Section 08, Alfred PoeDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 227,368. View filing ↗
12Section 08, Dennis M. MullenDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 222,368. View filing ↗
13Section 08, Cheryl M. PalmerDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 222,368. View filing ↗
14Section 08, Charles F. MarcyDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 212,368. View filing ↗
15Section 08, Robert D. MillsDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 212,368. View filing ↗
16Section 08, David L. WennerDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 207,368. View filing ↗
17Section 08, Kenneth C. KellerDEF 14A2026-04-030001104659-26-039621Section “Director Compensation”. As printed: 0. View filing ↗
18Section 06, 2026 voteForm 8-K2026-05-270001104659-26-066912Item 5.07 · say-on-pay result. As reported: 86.06% (votes for as printed: 26,804,215). View filing ↗
19Section 06, 2025 voteForm 8-K2025-05-200001104659-25-051045Item 5.07 · say-on-pay result. As reported: 82.79% (votes for as printed: 36,717,432). View filing ↗
20Section 06, 2024 voteForm 8-K2024-05-240001104659-24-064973Item 5.07 · say-on-pay result. As reported: 88.88% (votes for as printed: 40,610,554). View filing ↗
21Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
22Section 09b board cost (computed)Computed——Cash 945,000 + equity 921,312 + all other 0 = 1,866,312, summed across the director compensation table rows.
23WK Kellogg Co., Section 10b CEO totalDEF 14A2024-03-040000055067-24-000010CEO total compensation as printed in WK Kellogg Co.'s own proxy. As printed: 17,038,641. View filing ↗
24Post Holdings Inc., Section 10b CEO totalDEF 14A2025-12-150001530950-25-000284CEO total compensation as printed in Post Holdings Inc.'s own proxy. As printed: 16,621,445. View filing ↗
25Lamb Weston Holdings, Inc., Section 10b CEO totalDEF 14A2026-07-300001679273-26-000036CEO total compensation as printed in Lamb Weston Holdings, Inc.'s own proxy. As printed: 16,004,614. View filing ↗
26McCormick & Co., Inc., Section 10b CEO totalDEF 14A2026-02-180000063754-26-000140CEO total compensation as printed in McCormick & Co., Inc.'s own proxy. As printed: 10,831,581. View filing ↗
27Darling Ingredients, Inc., Section 10b CEO totalDEF 14A2026-03-190001193125-26-116042CEO total compensation as printed in Darling Ingredients, Inc.'s own proxy. As printed: 9,402,554. View filing ↗
28Treehouse Foods, Inc., Section 10b CEO totalDEF 14A2025-03-130001320695-25-000030CEO total compensation as printed in Treehouse Foods, Inc.'s own proxy. As printed: 8,305,103. View filing ↗
29Flowers Foods, Inc., Section 10b CEO totalDEF 14A2026-04-140001104659-26-043025CEO total compensation as printed in Flowers Foods, Inc.'s own proxy. As printed: 7,776,698. View filing ↗
30BellRing Brands, Inc., Section 10b CEO totalDEF 14A2025-12-160001193125-25-320827CEO total compensation as printed in BellRing Brands, Inc.'s own proxy. As printed: 6,563,539. View filing ↗
31John B. Sanfilippo & Son, Inc., Section 10b CEO totalDEF 14A2026-09-140001193125-26-390588CEO total compensation as printed in John B. Sanfilippo & Son, Inc.'s own proxy. As printed: 5,326,942. View filing ↗
32B&G Foods (subject), Section 10b CEO totalDEF 14A2026-04-030001104659-26-039621CEO total compensation as printed in B&G Foods's own proxy. As printed: 4,589,619. View filing ↗
33The Hain Celestial Group, Inc., Section 10b CEO totalDEF 14A2025-09-180001193125-25-207370CEO total compensation as printed in The Hain Celestial Group, Inc.'s own proxy. As printed: 4,546,417. View filing ↗
34Utz Brands, Inc., Section 10b CEO totalDEF 14A2026-03-120001193125-26-103020CEO total compensation as printed in Utz Brands, Inc.'s own proxy. As printed: 4,391,269. View filing ↗
35The Simply Good Foods Company, Section 10b CEO totalDEF 14A2025-12-170001104659-25-121934CEO total compensation as printed in The Simply Good Foods Company's own proxy. As printed: 4,330,633. View filing ↗
36J&J Snack Foods Corp., Section 10b CEO totalDEF 14A2026-01-020001140361-26-000149CEO total compensation as printed in J&J Snack Foods Corp.'s own proxy. As printed: 3,978,648. View filing ↗
37Section 10a, Post Holdings Inc. reciprocityDEF 14A—0001530950-25-000284Post Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include B&G Foods. View filing ↗
38Section 10a, McCormick & Co., Inc. reciprocityDEF 14A—0000063754-26-000140McCormick & Co., Inc.'s most recent proxy was read; its disclosed peer group does not include B&G Foods. View filing ↗
39Section 10a, Darling Ingredients, Inc. reciprocityDEF 14A—0001193125-26-116042Darling Ingredients, Inc.'s most recent proxy was read; its disclosed peer group does not include B&G Foods. View filing ↗
40Section 10a, The Simply Good Foods Company reciprocityDEF 14A—0001104659-25-121934The Simply Good Foods Company names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
41Section 10a, WK Kellogg Co. reciprocityDEF 14A—0000055067-24-000010WK Kellogg Co.'s most recent proxy was read; its disclosed peer group does not include B&G Foods. View filing ↗
42Section 10a, Treehouse Foods, Inc. reciprocityDEF 14A—0001320695-25-000030Treehouse Foods, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
43Section 10a, Lamb Weston Holdings, Inc. reciprocityDEF 14A—0001679273-26-000036Lamb Weston Holdings, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
44Section 10a, John B. Sanfilippo & Son, Inc. reciprocityDEF 14A—0001193125-26-390588John B. Sanfilippo & Son, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
45Section 10a, BellRing Brands, Inc. reciprocityDEF 14A—0001193125-25-320827BellRing Brands, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
46Section 10a, The Hain Celestial Group, Inc. reciprocityDEF 14A—0001193125-25-207370The Hain Celestial Group, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
47Section 10a, Flowers Foods, Inc. reciprocityDEF 14A—0001104659-26-043025Flowers Foods, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗
48Section 10a, Utz Brands, Inc. reciprocityDEF 14A—0001193125-26-103020Utz Brands, Inc. names B&G Foods in its own disclosed peer group (read from its most recent proxy). View filing ↗