Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-04-27

Utz Brands (UTZ)

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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Sample answer — “What is the CEO’s total compensation?”
- Howard Friedman (Chief Executive Officer), FY2025 total compensation $4,391,269 (base salary $968,289) [exec_comp, SEC accession 0001193125-26-103020, filed 2026-03-12]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

UTZ's next annual pay disclosure, estimated March 11, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Howard Friedman$968,289$0$2,699,044$0$609,936$0$114,000$4,391,269
Chief Executive Officer
Ajay Kataria246,6330827,090098,1240595,1911,767,038
Former Executive Vice President, Chief Financial and Accounting Officer
William Kelley Jr.380,38550,000870,4190285,200001,586,004
Executive Vice President, Chief Financial Officer
Theresa Shea505,5390549,7940199,989014,0001,269,322
Executive Vice President, Chief Legal Officer & Corporate Secretary
Mitchell Arends503,9430423,6730229,408014,0001,171,024
Executive Vice President, Chief Integrated Supply Chain Officer
Jennifer Bentz489,1790411,1870183,959014,0001,098,325
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Howard Friedman$4,391,269$4,907,657$4,113,444↓ −516,388
Ajay Kataria1,767,0381,808,1551,359,129↓ −41,117
William Kelley Jr.1,586,004———
Theresa Shea1,269,3221,325,1871,146,807↓ −55,865
Mitchell Arends1,171,0241,439,565—↓ −268,541
Jennifer Bentz1,098,325———

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

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Companies that benchmark against UTZ
13 companies name UTZ as a compensation peer

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.

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
Ajay KatariaCFO$1,767,038
Howard FriedmanCEO$4,391,269
Jennifer BentzEVP$1,098,325
Mitchell ArendsEVP$1,171,024
Theresa SheaGeneral Counsel$1,269,322
William Kelley Jr.CFO$1,586,004
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
Theresa SheaRSU496,250—$3,850,900
Jennifer BentzRSU480,500—3,728,680
Howard FriedmanPSU62—481
William Kelley Jr.PSU62—481
Ajay KatariaPSU62—481
Mitchell ArendsPSU62—481
Theresa SheaPSU62—481
Mitchell ArendsRSU495,000—3,841,200
Jennifer BentzPSU62—481
Ajay KatariaRSU558,250—4,332,020
Howard FriedmanRSU950,000—7,372,000
William Kelley Jr.RSU575,000—4,462,000
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantF.W. Cook
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-23122,546,5162,608,560281,11397.92%Passed
20252025-04-24120,914,3667,273,87066,97094.33%Passed
20242024-04-25130,221,751482,50351,93899.63%Passed
20232023-05-04128,887,975389,17054,39799.7%Passed
20222022-05-05125,915,432747,358123,23499.41%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.

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

Meeting yearMeeting dateApproval — company's computation
20262026-04-2397.92%a
20252025-04-2494.33%b
20242024-04-2599.63%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Dylan LissetteIndependent$177,500$130,000———$307,500
Roger DeromediIndependent · Audit · Compensation · Nominating and Corporate Governance112,500130,000———242,500
Craig SteeneckIndependent · Audit (Chair)112,500130,000———242,500
Jason GiordanoIndependent · Compensation (Chair) · Nominating and Corporate Governance106,250130,000———236,250
John AltmeyerIndependent · Compensation · Nominating and Corporate Governance95,000130,000———225,000
Timothy BrownIndependent · Nominating and Corporate Governance93,750130,000———223,750
Antonio FernandezIndependent · Audit87,500130,000———217,500
Pamela StewartIndependent · Compensation87,500130,000———217,500
Christina ChoiIndependent · Nominating and Corporate Governance87,500130,000———217,500
B. John LindemanIndependent · Audit87,500130,000———217,500
William Werzyn JrIndependent · Audit87,500130,000———217,500
Howard FriedmanEmployee director—————0
09

Board fee structure and ownership guideline

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 guidelineNon-employee Directors 5 times the annual Board retainer
09b

Total cost of the board

ComponentFY2025
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.

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 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.

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
2TreeHouse Foods, Inc.2024Steven Oakland1,102,0007,069,378008,305,103
3Flowers Foods, Inc.2025A. Ryals McMullian1,041,7305,735,8420733,5247,776,698
4BellRing Brands, Inc.2025Darcy Horn Davenport950,0254,400,00001,055,7156,563,539
5B&G Foods, Inc.2025Kenneth Keller1,224,2582,625,8640710,4374,589,619
6The Hain Celestial Group, Inc.2025Wendy Davidson789,8083,530,682004,546,417
7Utz Brands2025Howard Friedman968,2892,699,0440609,9364,391,269
8J&J Snack Foods Corp.2025Daniel Fachner1,021,9232,059,9740834,3003,978,648
9Calavo Growers, Inc.2024Lecil Cole66,16000077,760
—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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Utz Brandsnot disclosednot disclosednot disclosedF.W. Cook
B&G Foods, Inc.not 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
Calavo Growers, Inc.not disclosednot disclosednot disclosedPay Governance 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.not disclosednot disclosednot disclosednot disclosed
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 disclosednot disclosed
TreeHouse Foods, Inc.not disclosedRSU 50 · PSU 50not disclosedPay Governance LLC
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 Utz Brands in fiscal 2025?
As disclosed, Howard Friedman (Chief Executive Officer) was the highest-paid executive at Utz Brands in fiscal 2025, with total compensation of $4,391,269.
How does Utz Brands's chief executive pay compare to its disclosed peer group?
As disclosed, Howard Friedman's total compensation ranked at the 25th percentile of Utz Brands's disclosed peer group.
How did shareholders vote on Utz Brands's executive compensation?
As disclosed, 97.92% of shareholders supported Utz Brands's executive compensation in the latest say-on-pay vote.
How much does Utz Brands spend in total on board compensation for fiscal 2025?
As disclosed, Utz Brands reported total board compensation of $2,565,000 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'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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Howard FriedmanDEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 4,391,269. Filing ↗machine: r5 · c22 · span 1911475–1911484
2Section 01, Ajay KatariaDEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,767,038. Filing ↗machine: span 2056886–2056895
3Section 01, William Kelley Jr.DEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,586,004. Filing ↗machine: r8 · c22 · span 1940820–1940829
4Section 01, Theresa SheaDEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,269,322. Filing ↗machine: r17 · c22 · span 2027643–2027652
5Section 01, Mitchell ArendsDEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,171,024. Filing ↗machine: r11 · c22 · span 1969740–1969749
6Section 01, Jennifer BentzDEF 14A2026-03-120001193125-26-103020Section “Fiscal Year 2025 Summary Compensation Table” · page 47. As printed: 1,098,325. Filing ↗machine: r14 · c22 · span 1998760–1998769
7Section 08, Dylan LissetteDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 307,500. Filing ↗machine: span 2914725–2914981
8Section 08, Roger DeromediDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 242,500. Filing ↗machine: span 2921589–2921845
9Section 08, Craig SteeneckDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 242,500. Filing ↗machine: span 2918157–2918413
10Section 08, Jason GiordanoDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 236,250. Filing ↗machine: span 2925021–2925277
11Section 08, John AltmeyerDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 225,000. Filing ↗machine: span 2928451–2928707
12Section 08, Timothy BrownDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 223,750. Filing ↗machine: span 2931881–2932137
13Section 08, Antonio FernandezDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2938746–2939002
14Section 08, Pamela StewartDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2945610–2945866
15Section 08, Christina ChoiDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2935312–2935568
16Section 08, B. John LindemanDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2942179–2942435
17Section 08, William Werzyn JrDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 2949046–2949302
18Section 08, Howard FriedmanDEF 14A2026-03-120001193125-26-103020Section “Director Compensation”. As printed: 0. Filing ↗
19Section 06, 2026 voteForm 8-K2026-04-270001628280-26-027526Item 5.07 · say-on-pay result. As reported: 97.92% (votes for as printed: 122,546,516). Filing ↗
20Section 06, 2025 voteForm 8-K2025-04-280001739566-25-000101Item 5.07 · say-on-pay result. As reported: 94.33% (votes for as printed: 120,914,366). Filing ↗
21Section 06, 2024 voteForm 8-K2024-04-260001739566-24-000083Item 5.07 · say-on-pay result. As reported: 99.63% (votes for as printed: 130,221,751). Filing ↗
22Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
23Section 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
24WK 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. Filing ↗machine: r2 · c33 · span 884851–884861
25TreeHouse 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. Filing ↗machine: r4 · c27 · span 993489–993498
26Flowers 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. Filing ↗machine: r1 · c48 · span 1362376–1362385
27BellRing 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. Filing ↗machine: r3 · c35 · span 516110–516119
28B&G Foods, Inc., Section 10b CEO totalDEF 14A2026-04-030001104659-26-039621CEO total compensation as printed in B&G Foods, Inc.'s own proxy. As printed: 4,589,619. Filing ↗
29The 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. Filing ↗machine: t83 · r14 · c38 · span 1813238–1813247
30Utz Brands (subject), Section 10b CEO totalDEF 14A2026-03-120001193125-26-103020CEO total compensation as printed in Utz Brands's own proxy. As printed: 4,391,269. Filing ↗machine: r5 · c22 · span 1911475–1911484
31J&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. Filing ↗machine: r2 · c22 · span 557467–557476
32Calavo Growers, Inc., Section 10b CEO totalDEF 14A2025-02-280001104659-25-019004CEO total compensation as printed in Calavo Growers, Inc.'s own proxy. As printed: 77,760. Filing ↗machine: r1 · c47 · span 634675–634681
33Section 10a, Flowers Foods, Inc. reciprocityDEF 14A—0001104659-26-043025Flowers Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗
34Section 10a, The Hain Celestial Group, Inc. reciprocityDEF 14A—0001193125-25-207370The Hain Celestial Group, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗
35Section 10a, BellRing Brands, Inc. reciprocityDEF 14A—0001193125-25-320827BellRing Brands, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗
36Section 10a, B&G Foods, Inc. reciprocityDEF 14A—0001104659-26-039621B&G Foods, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗
37Section 10a, Calavo Growers, Inc. reciprocityDEF 14A—0001104659-25-019004Calavo Growers, Inc. names Utz Brands in its own disclosed peer group (read from its most recent proxy). Filing ↗
38Section 10a, WK Kellogg Co. reciprocityDEF 14A—0000055067-24-000010WK Kellogg Co.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗
39Section 10a, TreeHouse Foods, Inc. reciprocityDEF 14A—0001320695-25-000030TreeHouse Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Utz Brands. Filing ↗