Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | UTZ BRANDS, INC. |
Entity Central Index Key | 0001739566 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | PAY VS. PERFORMANCE Pay vs Performance Tabular Disclosure Pay vs. Performance Disclosure (1) Value of Fixed $100 Year Summary (2) Summary (3) Compensation PEO (2)(4) Compensation (3)(4) Average (5) Average (5)(6) Utz Brands, (7) S&P 1500 (8) Net Income (9) Adj EBITDA (9 (10) 2023 — $ 4,113,444 — $ 3,844,446 $ 1,666,798 $ 1,608,290 $ 163 $ 107 ($ 40.0 ) $187.2 2022 $ 5,870,043 $ 4,252,567 $ 5,856,068 $ 4,134,920 $ 3,157,332 $ 3,215,423 $ 159 $ 118 ($ 14.0 ) $170.5 2021 $ 1,012,309 — ($ 1,572,541 ) — $ 605,171 ($ 377,493 ) $ 158 $ 112 $ 8.0 $156.2 2020 $ 6,695,741 — $ 7,728,482 — $ 2,444,023 $ 2,834,026 $ 216 $ 101 Predecessor - Predecessor - Notes (1) Equity compensation fair value is calculated based on the assumptions determined in accordance with FASB ASC Topic 718. For the fiscal periods in 2020, such amounts also include the stock-based compensation modification expense associated with the conversion of the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs. For a discussion of the assumptions made in such valuation of the equity awards reported in this table, see Note 1 “Operations and Summary of Significant Accounting Policies” to our audited financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K (2) The Company’s principal executive officer (“PEO”) for the fiscal periods in 2020 until December of fiscal year 2022 was Dylan Lissette at which point he transitioned Chairperson (3) The Company’s PEO from December of fiscal year 2022 through fiscal year 2023 was Howard Friedman (4) PEO "CAP" Calculation Detail First PEO - Dylan Lissette Second PEO - Second PEO - Compensation Element 2020 2021 2022 2022 2023 SCT Reported Total Compensation $ 6,695,741 $ 1,012,309 $ 5,870,043 $ 4,252,567 $ 4,113,444 Aggregate SCT Reported Equity Compensation (-) ($ 2,999,856 ) $ 0 ($ 3,298,145 ) ($ 4,229,682 ) ($ 2,375,116 ) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) $ 3,149,458 $ 0 $ 3,313,719 $ 4,112,036 $ 1,922,497 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) $ 883,139 ($ 1,641,497 ) ($ 52,845 ) $ 0 ($ 208,404 ) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) $ 0 $ 0 $ 0 $ 0 $ 349,858 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) $ 0 ($ 943,353 ) $ 11,285 $ 0 $ 21,288 Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation (+) $ 0 $ 0 $ 12,011 $ 0 $ 20,878 "Compensation Actually Paid" Determination $ 7,728,482 ($ 1,572,541 ) $ 5,856,068 $ 4,134,920 $ 3,844,446 (5) The Company’s other, non-PEO, named executive officers (“NEOs”) for each fiscal year set forth in the table above were: Fiscal Year Non-PEO NEOs 2020 Cary Devore and Mark Schreiber 2021 Cary Devore, Ajay Kataria, Mark Schreiber, Shane Chambers, and Tucker Lawrence 2022 Cary Devore, Ajay Kataria, Mark Schreiber, and Theresa Shea 2023 Cary Devore, Ajay Kataria, Mark Schreiber, and Theresa Shea (6) Average Non-PEO NEOs "CAP" Calculation Detail Average Non-PEO NEO Compensation Element 2020 2021 2022 2023 SCT Reported Total Compensation $ 2,444,023 $ 605,171 $ 3,157,332 $ 1,666,798 Aggregate SCT Reported Equity Compensation (-) ($ 1,361,103 ) $ 0 ($ 1,894,898 ) ($ 847,073 ) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) $ 880,305 $ 0 $ 1,626,584 $ 742,203 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) $ 870,801 ($ 258,883 ) ($ 7,742 ) ($ 47,961 ) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) $ 0 $ 0 $ 330,622 $ 74,395 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) $ 0 ($ 723,781 ) $ 1,590 $ 18,066 Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation (+) $ 0 $ 0 $ 1,935 $ 1,861 "Compensation Actually Paid" Determination $ 2,834,026 ($ 377,493 ) $ 3,215,423 $ 1,608,290 (7) TSR calculated based on an assumed $100 investment as of December 29, 2019, the last day of the fiscal period for our predecessor company prior to fiscal periods in 2020, and the reinvestment of any issued dividends, including period prior to the Business Combination. (8) Peer TSR calculated for the S&P 1500 Composite Packaged Foods & Meat Index based on an assumed $100 investment as of December 29, 2019 and the reinvestment of any issued dividends. (9) fiscal periods in 2020 financial performance reflects financial performance for the Company during the Successor period following the Business Combination, as well as during the period for our predecessor company prior to the Business Combination. (10) See Annex A for reconciliation of Adjusted EBITDA performance in accordance with GAAP to non-GAAP financial results. | |||
Company Selected Measure Name | Adjusted EBITDA | |||
Named Executive Officers, Footnote | (2) The Company’s principal executive officer (“PEO”) for the fiscal periods in 2020 until December of fiscal year 2022 was Dylan Lissette at which point he transitioned Chairperson (3) The Company’s PEO from December of fiscal year 2022 through fiscal year 2023 was Howard Friedman (5) The Company’s other, non-PEO, named executive officers (“NEOs”) for each fiscal year set forth in the table above were: Fiscal Year Non-PEO NEOs 2020 Cary Devore and Mark Schreiber 2021 Cary Devore, Ajay Kataria, Mark Schreiber, Shane Chambers, and Tucker Lawrence 2022 Cary Devore, Ajay Kataria, Mark Schreiber, and Theresa Shea 2023 Cary Devore, Ajay Kataria, Mark Schreiber, and Theresa Shea | |||
Peer Group Issuers, Footnote | Peer TSR calculated for the S&P 1500 Composite Packaged Foods & Meat Index based on an assumed $100 investment as of December 29, 2019 and the reinvestment of any issued dividends. | |||
Adjustment To PEO Compensation, Footnote | (4) PEO "CAP" Calculation Detail First PEO - Dylan Lissette Second PEO - Second PEO - Compensation Element 2020 2021 2022 2022 2023 SCT Reported Total Compensation $ 6,695,741 $ 1,012,309 $ 5,870,043 $ 4,252,567 $ 4,113,444 Aggregate SCT Reported Equity Compensation (-) ($ 2,999,856 ) $ 0 ($ 3,298,145 ) ($ 4,229,682 ) ($ 2,375,116 ) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) $ 3,149,458 $ 0 $ 3,313,719 $ 4,112,036 $ 1,922,497 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) $ 883,139 ($ 1,641,497 ) ($ 52,845 ) $ 0 ($ 208,404 ) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) $ 0 $ 0 $ 0 $ 0 $ 349,858 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) $ 0 ($ 943,353 ) $ 11,285 $ 0 $ 21,288 Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation (+) $ 0 $ 0 $ 12,011 $ 0 $ 20,878 "Compensation Actually Paid" Determination $ 7,728,482 ($ 1,572,541 ) $ 5,856,068 $ 4,134,920 $ 3,844,446 | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,666,798 | $ 3,157,332 | $ 605,171 | $ 2,444,023 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,608,290 | 3,215,423 | (377,493) | 2,834,026 |
Adjustment to Non-PEO NEO Compensation Footnote | (6) Average Non-PEO NEOs "CAP" Calculation Detail Average Non-PEO NEO Compensation Element 2020 2021 2022 2023 SCT Reported Total Compensation $ 2,444,023 $ 605,171 $ 3,157,332 $ 1,666,798 Aggregate SCT Reported Equity Compensation (-) ($ 1,361,103 ) $ 0 ($ 1,894,898 ) ($ 847,073 ) Year-End Fair Value of Awards Granted During the FY & Outstanding (+) $ 880,305 $ 0 $ 1,626,584 $ 742,203 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) $ 870,801 ($ 258,883 ) ($ 7,742 ) ($ 47,961 ) Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) $ 0 $ 0 $ 330,622 $ 74,395 Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) $ 0 ($ 723,781 ) $ 1,590 $ 18,066 Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation (+) $ 0 $ 0 $ 1,935 $ 1,861 "Compensation Actually Paid" Determination $ 2,834,026 ($ 377,493 ) $ 3,215,423 $ 1,608,290 | |||
Tabular List, Table | Provided below are the most important measures used to link compensation actually paid with the Company’s performance during the most recently completed fiscal year: Adjusted EBITDA Net Sales OGSM Rating | |||
Total Shareholder Return Amount | $ 163 | 159 | 158 | 216 |
Peer Group Total Shareholder Return Amount | 107 | 118 | 112 | 101 |
Net Income (Loss) | $ (40,000,000) | $ (14,000,000) | $ 8,000,000 | |
Company Selected Measure Amount | 187,200,000 | 170,500,000 | 156,200,000 | |
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | See Annex A for reconciliation of Adjusted EBITDA performance in accordance with GAAP to non-GAAP financial results. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Net Sales | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | OGSM Rating | |||
Dylan Lissette [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 5,870,043 | $ 1,012,309 | 6,695,741 | |
PEO Actually Paid Compensation Amount | $ 5,856,068 | $ (1,572,541) | 7,728,482 | |
Net Income (Loss) | $ 3,400,000 | |||
Company Selected Measure Amount | 86,300,000 | |||
PEO Name | Dylan Lissette | Dylan Lissette | Dylan Lissette | |
Howard Friedman [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 4,113,444 | $ 4,252,567 | ||
PEO Actually Paid Compensation Amount | $ 3,844,446 | $ 4,134,920 | ||
Net Income (Loss) | $ (107,900,000) | |||
Company Selected Measure Amount | 47,600,000 | |||
PEO Name | Howard Friedman | Howard Friedman | ||
PEO | Dylan Lissette [Member] | Aggregate SCT Reported Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (3,298,145) | $ 0 | $ (2,999,856) | |
PEO | Dylan Lissette [Member] | Year End Fair Value of Awards Granted During the FY Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,313,719 | 0 | 3,149,458 | |
PEO | Dylan Lissette [Member] | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (52,845) | (1,641,497) | 883,139 | |
PEO | Dylan Lissette [Member] | Vesting Date Fair Value of Awards Granted Vested During the Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | |
PEO | Dylan Lissette [Member] | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Vesting During Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 11,285 | (943,353) | 0 | |
PEO | Dylan Lissette [Member] | Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 12,011 | 0 | 0 | |
PEO | Howard Friedman [Member] | Aggregate SCT Reported Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (2,375,116) | (4,229,682) | ||
PEO | Howard Friedman [Member] | Year End Fair Value of Awards Granted During the FY Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,922,497 | 4,112,036 | ||
PEO | Howard Friedman [Member] | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (208,404) | 0 | ||
PEO | Howard Friedman [Member] | Vesting Date Fair Value of Awards Granted Vested During the Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 349,858 | 0 | ||
PEO | Howard Friedman [Member] | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Vesting During Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 21,288 | 0 | ||
PEO | Howard Friedman [Member] | Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 20,878 | 0 | ||
Non-PEO NEO | Aggregate SCT Reported Equity Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (847,073) | (1,894,898) | 0 | (1,361,103) |
Non-PEO NEO | Year End Fair Value of Awards Granted During the FY Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 742,203 | 1,626,584 | 0 | 880,305 |
Non-PEO NEO | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Outstanding [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (47,961) | (7,742) | (258,883) | 870,801 |
Non-PEO NEO | Vesting Date Fair Value of Awards Granted Vested During the Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 74,395 | 330,622 | 0 | 0 |
Non-PEO NEO | Year Over Year Change in Fair Value of Awards Granted During Prior Fiscal Year Vesting During Covered Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 18,066 | 1,590 | (723,781) | 0 |
Non-PEO NEO | Value of Dividends Payable not Otherwise Reflected in Fair Value Determination or Total Compensation [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 1,861 | $ 1,935 | $ 0 | $ 0 |