CEO Howard Friedman was paid $4,391,269 in fiscal year 2025, ↓ down 10.5% from fiscal year 2024, the 25th percentile of its disclosed peer group (SEC filing 0001193125-26-103020 ↗): 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.
$4,391,269 ↓ Howard Friedman total, FY2025 | 25th CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.92% Say-on-pay support, latest vote |
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UTZ's next annual pay disclosure, estimated March 11, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Howard Friedman | $968,289 | $0 | $2,699,044 | $0 | $609,936 | $0 | $114,000 | $4,391,269 |
| Chief Executive Officer | ||||||||
| Ajay Kataria | 246,633 | 0 | 827,090 | 0 | 98,124 | 0 | 595,191 | 1,767,038 |
| Former Executive Vice President, Chief Financial and Accounting Officer | ||||||||
| William Kelley Jr. | 380,385 | 50,000 | 870,419 | 0 | 285,200 | 0 | 0 | 1,586,004 |
| Executive Vice President, Chief Financial Officer | ||||||||
| Theresa Shea | 505,539 | 0 | 549,794 | 0 | 199,989 | 0 | 14,000 | 1,269,322 |
| Executive Vice President, Chief Legal Officer & Corporate Secretary | ||||||||
| Mitchell Arends | 503,943 | 0 | 423,673 | 0 | 229,408 | 0 | 14,000 | 1,171,024 |
| Executive Vice President, Chief Integrated Supply Chain Officer | ||||||||
| Jennifer Bentz | 489,179 | 0 | 411,187 | 0 | 183,959 | 0 | 14,000 | 1,098,325 |
| Executive Vice President, Chief Marketing Officer | ||||||||
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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Howard Friedman | $4,391,269 | $4,907,657 | $4,113,444 | ↓ −516,388 |
| Ajay Kataria | 1,767,038 | 1,808,155 | 1,359,129 | ↓ −41,117 |
| William Kelley Jr. | 1,586,004 | — | — | — |
| Theresa Shea | 1,269,322 | 1,325,187 | 1,146,807 | ↓ −55,865 |
| Mitchell Arends | 1,171,024 | 1,439,565 | — | ↓ −268,541 |
| Jennifer Bentz | 1,098,325 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses UTZ 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 UTZ in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
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.
| Executive | Role | FY2025 total |
|---|---|---|
| Ajay Kataria | CFO | $1,767,038 |
| Howard Friedman | CEO | $4,391,269 |
| Jennifer Bentz | EVP | $1,098,325 |
| Mitchell Arends | EVP | $1,171,024 |
| Theresa Shea | General Counsel | $1,269,322 |
| William Kelley Jr. | CFO | $1,586,004 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Theresa Shea | RSU | 496,250 | — | $3,850,900 |
| Jennifer Bentz | RSU | 480,500 | — | 3,728,680 |
| Howard Friedman | PSU | 62 | — | 481 |
| William Kelley Jr. | PSU | 62 | — | 481 |
| Ajay Kataria | PSU | 62 | — | 481 |
| Mitchell Arends | PSU | 62 | — | 481 |
| Theresa Shea | PSU | 62 | — | 481 |
| Mitchell Arends | RSU | 495,000 | — | 3,841,200 |
| Jennifer Bentz | PSU | 62 | — | 481 |
| Ajay Kataria | RSU | 558,250 | — | 4,332,020 |
| Howard Friedman | RSU | 950,000 | — | 7,372,000 |
| William Kelley Jr. | RSU | 575,000 | — | 4,462,000 |
The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | F.W. Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-23 | 122,546,516 | 2,608,560 | 281,113 | 97.92% | Passed |
| 2025 | 2025-04-24 | 120,914,366 | 7,273,870 | 66,970 | 94.33% | Passed |
| 2024 | 2024-04-25 | 130,221,751 | 482,503 | 51,938 | 99.63% | Passed |
| 2023 | 2023-05-04 | 128,887,975 | 389,170 | 54,397 | 99.7% | Passed |
| 2022 | 2022-05-05 | 125,915,432 | 747,358 | 123,234 | 99.41% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-23 | 97.92%a |
| 2025 | 2025-04-24 | 94.33%b |
| 2024 | 2024-04-25 | 99.63%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “Vote Required The affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval, on an advisory basis, of this proposal.”.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Dylan LissetteIndependent | $177,500 | $130,000 | — | — | — | $307,500 |
| Roger DeromediIndependent · Audit · Compensation · Nominating and Corporate Governance | 112,500 | 130,000 | — | — | — | 242,500 |
| Craig SteeneckIndependent · Audit (Chair) | 112,500 | 130,000 | — | — | — | 242,500 |
| Jason GiordanoIndependent · Compensation (Chair) · Nominating and Corporate Governance | 106,250 | 130,000 | — | — | — | 236,250 |
| John AltmeyerIndependent · Compensation · Nominating and Corporate Governance | 95,000 | 130,000 | — | — | — | 225,000 |
| Timothy BrownIndependent · Nominating and Corporate Governance | 93,750 | 130,000 | — | — | — | 223,750 |
| Antonio FernandezIndependent · Audit | 87,500 | 130,000 | — | — | — | 217,500 |
| Pamela StewartIndependent · Compensation | 87,500 | 130,000 | — | — | — | 217,500 |
| Christina ChoiIndependent · Nominating and Corporate Governance | 87,500 | 130,000 | — | — | — | 217,500 |
| B. John LindemanIndependent · Audit | 87,500 | 130,000 | — | — | — | 217,500 |
| William Werzyn JrIndependent · Audit | 87,500 | 130,000 | — | — | — | 217,500 |
| Howard FriedmanEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $87,500 |
|---|---|
| Annual equity retainer | $130,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 20,000 / 15,000 |
| Stock ownership guideline | Non-employee Directors 5 times the annual Board retainer |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,135,000 |
| Equity awards (grant-date value) | $1,430,000 |
| All other compensation | $0 |
| Total cost of the board | $2,565,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Utz Brands 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 Utz Brands.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | WK Kellogg Co. | 2023 | Steve Cahillane | $1,338,462 | $10,995,985 | $1,524,318 | $2,829,600 | $17,038,641 |
| 2 | TreeHouse Foods, Inc. | 2024 | Steven Oakland | 1,102,000 | 7,069,378 | 0 | 0 | 8,305,103 |
| 3 | Flowers Foods, Inc. | 2025 | A. Ryals McMullian | 1,041,730 | 5,735,842 | 0 | 733,524 | 7,776,698 |
| 4 | BellRing Brands, Inc. | 2025 | Darcy Horn Davenport | 950,025 | 4,400,000 | 0 | 1,055,715 | 6,563,539 |
| 5 | B&G Foods, Inc. | 2025 | Kenneth Keller | 1,224,258 | 2,625,864 | 0 | 710,437 | 4,589,619 |
| 6 | The Hain Celestial Group, Inc. | 2025 | Wendy Davidson | 789,808 | 3,530,682 | 0 | 0 | 4,546,417 |
| 7 | Utz Brands | 2025 | Howard Friedman | 968,289 | 2,699,044 | 0 | 609,936 | 4,391,269 |
| 8 | J&J Snack Foods Corp. | 2025 | Daniel Fachner | 1,021,923 | 2,059,974 | 0 | 834,300 | 3,978,648 |
| 9 | Calavo Growers, Inc. | 2024 | Lecil Cole | 66,160 | 0 | 0 | 0 | 77,760 |
| — | The Simply Good Foods Company | — | — | — | — | — | — | not in coverage universe |
| — | John B. Sanfilippo & Son, Inc. | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Utz Brands | not disclosed | not disclosed | not disclosed | F.W. Cook |
| B&G Foods, Inc. | not disclosed | not disclosed | not disclosed | Meridian 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 20 | Yes — Relative TSR | Aon |
| Calavo Growers, Inc. | not disclosed | not disclosed | not disclosed | Pay Governance LLC |
| Flowers Foods, Inc. | 56.3% | PSU 70 · RSU 30 | Yes — TSR vs. Peer Group | Meridian Compensation Partners, LLC |
| J&J Snack Foods Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| John B. Sanfilippo & Son, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| The Hain Celestial Group, Inc. | not disclosed | RSU 50 · PSU 50 | Yes — Relative TSR versus the S&P Food & Beverage Select Industry Index | ClearBridge Compensation Group, LLC |
| The Simply Good Foods Company | not disclosed | not disclosed | not disclosed | not disclosed |
| TreeHouse Foods, Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Pay Governance LLC |
| WK Kellogg Co. | not disclosed | PSU 75 · RSU 25 | No | Semler 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.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Howard Friedman | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 4,391,269. Filing ↗machine: r5 · c22 · span 1911475–1911484 |
| 2 | Section 01, Ajay Kataria | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,767,038. Filing ↗machine: span 2056886–2056895 |
| 3 | Section 01, William Kelley Jr. | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,586,004. Filing ↗machine: r8 · c22 · span 1940820–1940829 |
| 4 | Section 01, Theresa Shea | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,269,322. Filing ↗machine: r17 · c22 · span 2027643–2027652 |
| 5 | Section 01, Mitchell Arends | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,171,024. Filing ↗machine: r11 · c22 · span 1969740–1969749 |
| 6 | Section 01, Jennifer Bentz | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,098,325. Filing ↗machine: r14 · c22 · span 1998760–1998769 |
| 7 | Section 08, Dylan Lissette | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 307,500. Filing ↗machine: span 2914725–2914981 |
| 8 | Section 08, Roger Deromedi | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 242,500. Filing ↗machine: span 2921589–2921845 |
| 9 | Section 08, Craig Steeneck | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 242,500. Filing ↗machine: span 2918157–2918413 |
| 10 | Section 08, Jason Giordano | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 236,250. Filing ↗machine: span 2925021–2925277 |
| 11 | Section 08, John Altmeyer | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 225,000. Filing ↗machine: span 2928451–2928707 |
| 12 | Section 08, Timothy Brown | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 223,750. Filing ↗machine: span 2931881–2932137 |
| 13 | Section 08, Antonio Fernandez | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2938746–2939002 |
| 14 | Section 08, Pamela Stewart | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2945610–2945866 |
| 15 | Section 08, Christina Choi | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2935312–2935568 |
| 16 | Section 08, B. John Lindeman | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2942179–2942435 |
| 17 | Section 08, William Werzyn Jr | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2949046–2949302 |
| 18 | Section 08, Howard Friedman | DEF 14A | 2026-03-12 | 0001193125-26-103020 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 06, 2026 vote | Form 8-K | 2026-04-27 | 0001628280-26-027526 | Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 122,546,516). Filing ↗ |
| 20 | Section 06, 2025 vote | Form 8-K | 2025-04-28 | 0001739566-25-000101 | Item 5.07 · say-on-pay result. As reported: 94.33% (votes for as printed: 120,914,366). Filing ↗ |
| 21 | Section 06, 2024 vote | Form 8-K | 2024-04-26 | 0001739566-24-000083 | Item 5.07 · say-on-pay result. As reported: 99.63% (votes for as printed: 130,221,751). Filing ↗ |
| 22 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 23 | Section 09b board cost (computed) | Computed | — | — | Cash 1,135,000 + equity 1,430,000 + all other 0 = 2,565,000, summed across the director compensation table rows.machine: formula: Σ = 2,565,000 |
| 24 | WK Kellogg Co., Section 10b CEO total | DEF 14A | 2024-03-04 | 0000055067-24-000010 | CEO total compensation as printed in WK Kellogg Co.'s own proxy. As printed: 17,038,641. Filing ↗machine: r2 · c33 · span 884851–884861 |
| 25 | TreeHouse Foods, Inc., Section 10b CEO total | DEF 14A | 2025-03-13 | 0001320695-25-000030 | CEO total compensation as printed in TreeHouse Foods, Inc.'s own proxy. As printed: 8,305,103. Filing ↗machine: r4 · c27 · span 993489–993498 |
| 26 | Flowers Foods, Inc., Section 10b CEO total | DEF 14A | 2026-04-14 | 0001104659-26-043025 | CEO total compensation as printed in Flowers Foods, Inc.'s own proxy. As printed: 7,776,698. Filing ↗machine: r1 · c48 · span 1362376–1362385 |
| 27 | BellRing Brands, Inc., Section 10b CEO total | DEF 14A | 2025-12-16 | 0001193125-25-320827 | CEO total compensation as printed in BellRing Brands, Inc.'s own proxy. As printed: 6,563,539. Filing ↗machine: r3 · c35 · span 516110–516119 |
| 28 | B&G Foods, Inc., Section 10b CEO total | DEF 14A | 2026-04-03 | 0001104659-26-039621 | CEO total compensation as printed in B&G Foods, Inc.'s own proxy. As printed: 4,589,619. Filing ↗ |
| 29 | The Hain Celestial Group, Inc., Section 10b CEO total | DEF 14A | 2025-09-18 | 0001193125-25-207370 | CEO total compensation as printed in The Hain Celestial Group, Inc.'s own proxy. As printed: 4,546,417. Filing ↗machine: t83 · r14 · c38 · span 1813238–1813247 |
| 30 | Utz Brands (subject), Section 10b CEO total | DEF 14A | 2026-03-12 | 0001193125-26-103020 | CEO total compensation as printed in Utz Brands's own proxy. As printed: 4,391,269. Filing ↗machine: r5 · c22 · span 1911475–1911484 |
| 31 | J&J Snack Foods Corp., Section 10b CEO total | DEF 14A | 2026-01-02 | 0001140361-26-000149 | CEO total compensation as printed in J&J Snack Foods Corp.'s own proxy. As printed: 3,978,648. Filing ↗machine: r2 · c22 · span 557467–557476 |
| 32 | Calavo Growers, Inc., Section 10b CEO total | DEF 14A | 2025-02-28 | 0001104659-25-019004 | CEO total compensation as printed in Calavo Growers, Inc.'s own proxy. As printed: 77,760. Filing ↗machine: r1 · c47 · span 634675–634681 |
| 33 | Section 10a, Flowers Foods, Inc. reciprocity | DEF 14A | — | 0001104659-26-043025 | Flowers Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗ |
| 34 | Section 10a, The Hain Celestial Group, Inc. reciprocity | DEF 14A | — | 0001193125-25-207370 | The Hain Celestial Group, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 35 | Section 10a, BellRing Brands, Inc. reciprocity | DEF 14A | — | 0001193125-25-320827 | BellRing Brands, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 36 | Section 10a, B&G Foods, Inc. reciprocity | DEF 14A | — | 0001104659-26-039621 | B&G Foods, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 37 | Section 10a, Calavo Growers, Inc. reciprocity | DEF 14A | — | 0001104659-25-019004 | Calavo Growers, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 38 | Section 10a, WK Kellogg Co. reciprocity | DEF 14A | — | 0000055067-24-000010 | WK Kellogg Co.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗ |
| 39 | Section 10a, TreeHouse Foods, Inc. reciprocity | DEF 14A | — | 0001320695-25-000030 | TreeHouse Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗ |