TREEHOUSE FOODS, INC., DEF 14A filed on 3/13/2023
Proxy Statement (definitive)
v3.22.4
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TreeHouse Foods, Inc.
Entity Central Index Key 0001320695
v3.22.4
Pay vs Performance Disclosure
number in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Value of Initial Fixed $100 Investment Based On:(In millions)
Year
Summary Compensation Table for CEO ($)(1)
Compensation Actually Paid to CEO ($)(2)
Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)
Average Compensation Actually Paid to Non-CEO NEOs ($)(4)
Total Shareholder Return ($)(5)
Peer Group Total Shareholder Return ($)(6)
Net Income (Loss) ($)(7)
Adjusted EBITDA from Continuing Operations ($)(8)
202215,964,197 25,945,144 2,804,464 3,338,806 101.8 130.9 (146.3)287.0 
20215,950,890 4,931,932 1,864,415 1,440,060 83.6 134.6 (12.5)288.3 
20206,250,046 7,571,287 2,152,693 2,101,081 87.6 117.9 13.8 370.5 
   
Company Selected Measure Name Adjusted EBITDA from continuing operations    
Named Executive Officers, Footnote [Text Block] Amounts in this column represent the amounts reported for Mr. Oakland, our Chief Executive Officer and President, in the “Total” column of the Summary Compensation Table for each applicable year.    
Peer Group Issuers, Footnote [Text Block] Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Food & Beverage Select Index.    
PEO Total Compensation Amount $ 15,964,197 $ 5,950,890 $ 6,250,046
PEO Actually Paid Compensation Amount $ 25,945,144 4,931,932 7,571,287
Adjustment To PEO Compensation, Footnote [Text Block] Amounts in this column represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
YearSummary Compensation Table Total for CEO
($)
LESS: Reported Value of Equity Awards
($)(a)
PLUS: Equity Award Adjustment
($)(b)
Compensation Actually Paid to CEO
($)
202215,964,197 13,287,766 23,268,713 25,945,144 
20215,950,890 4,796,553 3,777,595 4,931,932 
20206,250,046 3,441,581 4,762,822 7,571,287 
(a)Amounts in this column represent the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
(b)The amounts deducted or added in calculating the equity award adjustments are as set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
YearYear End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year
($)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)Fair Value
as of Vesting Date of
Equity Awards Granted and Vested in the Applicable Year
($)
Year over Year Change in Fair Value of Equity Awards Grant In Prior Years that Vested
in the Applicable Year
($)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions
in the Applicable Year
($)
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value
($)
Total Equity Award Adjustments ($)
202224,342,077 1,339,895 — 2,512,647 (4,925,906)— 23,268,713 
20213,842,009 (1,990,317)— 8,076,168 (6,150,265)— 3,777,595 
20205,440,687 (365,760)— 1,425,795 (1,737,900)— 4,762,822 
   
Non-PEO NEO Average Total Compensation Amount $ 2,804,464 1,864,415 2,152,693
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,338,806 1,440,060 2,101,081
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Amounts in this column represent the average amount of “compensation actually paid,” to the Company’s NEOs as a group, excluding our CEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to average total compensation for the NEOs as a group, excluding our CEO, to determine the compensation actually paid, using the same methodology described above in Note (2):
YearSummary Compensation Table Total for Non-CEO NEOs
($)
LESS: Reported Value
of Equity Awards
($)(a)
PLUS: Equity Award Adjustment
($)(b)
Compensation Actually Paid to Non-CEO NEOs ($)
20222,804,464 1,984,802 2,519,144 3,338,806 
20211,864,415 946,041 521,686 1,440,060 
20202,152,693 546,202 494,590 2,101,081 
(a)Amounts in this column represent the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
(b)The amounts deducted or added in calculating the equity award adjustments are as set forth in the following table.
YearYear End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year
($)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)Fair Value
as of Vesting Date of
Equity Awards Granted and Vested in the Applicable Year
($)
Year over Year Change in Fair Value of Equity Awards Grant In Prior Years that Vested
in the Applicable Year
($)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions
in the Applicable Year
($)
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value
($)
Total Equity Award Adjustments ($)
20222,669,270 86,844 — 275,633 (512,603)— 2,519,144 
2021754,480 (152,044)4,928 285,845 (371,523)— 521,686 
2020707,732 (26,516)— 561,427 (748,053)— 494,590 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block] The following graph compares the compensation actually paid to our CEO, the average of the compensation actually paid to our remaining NEOs and the cumulative total stockholders' return on our common units with the cumulative total return of the S&P Food & Beverage Select
Index. The graph assumes an investment of $100 on December 31, 2019 in each of TreeHouse Foods’ common stock and the stock comprising the S&P Food & Beverage Select Index.
TreeHouse Foods(1) & S&P Food & Beverage Select Index vs. Compensation Actually Paid
ths-20230313_g63.jpg
(1)TreeHouse Foods common stock total shareholder return increased 22% as of December 31, 2022 when compared to December 31, 2021.
   
Compensation Actually Paid vs. Net Income [Text Block]
The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs with net income (loss).
TreeHouse Foods Net Income (Loss) and Net Loss from Continuing Operations(1) vs. Compensation Actually Paid
ths-20230313_g64.jpg
(1)We have included Net loss from Continuing Operations as supplemental information as it better demonstrates alignment between compensation actually paid and performance when compared to Net income (loss) as presented in the table above primarily due to the fact that the Company recognized a significant $128.5 million loss on sale on the divestiture of a significant portion of the Meal Preparation business during the year ended December 31, 2022 which was excluded from Net loss from Continuing Operations.
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs with Adjusted EBITDA from Continuing Operations.
TreeHouse Foods Adjusted EBITDA from Continuing Operations(1) vs. Compensation Actually Paid
ths-20230313_g65.jpg
(1)On October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business. The sale of this business met the criteria for discontinued operations presentation, and, as such, has been excluded from Adjusted EBITDA from Continuing Operations for all periods presented. In order to retain and incentivize the executive officers that are key to leading the Company’s ongoing successful transformation following 2021's strategic review and the then-ongoing divestiture of the Meal Preparation business, and to further align their interests with those of long-term stockholders, long-term incentive awards consisting of PBRSU Awards and Option Awards were granted to select members of our executive team, including the CEO and other NEOs, during 2022. As of December 31, 2022, the CEO's PBRSU Award fair value has increased 104% when compared to the grant date of May 13, 2022 as a result of the Company's favorable market performance, and it is tracking near max payout. The CEO's one-time PBRSU Award remains at risk of achievement through the two-year performance period ending on May 13, 2024.
   
Total Shareholder Return Amount $ 101.8 83.6 87.6
Peer Group Total Shareholder Return Amount 130.9 134.6 117.9
Net Income (Loss) $ (146,300,000) $ (12,500,000) $ 13,800,000
Company Selected Measure Amount 287.0 288.3 370.5
PEO Name Mr. Oakland    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA from Continuing Operations    
Non-GAAP Measure Description [Text Block] Adjusted EBITDA from continuing operations represents adjusted net income from continuing operations before interest expense, interest income, income tax expense, and depreciation and amortization expense. Adjusted net income from continuing operations is also known as operating net income, and it represents GAAP net loss from continuing operations as reported in the Consolidated Statements of Operations adjusted for items that, in management's judgment, significantly affect the assessment of earnings results between periods. This information is provided in order to allow investors to make meaningful comparisons of the Company's earnings performance between periods and to view the Company's business from the same perspective as Company management. Adjusted EBITDA is also used as a component of the Board of Directors' measurement of the Company's performance for incentive compensation purposes. Refer to Appendix A for a reconciliation of GAAP to Non-GAAP measures.    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Net Income    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Cash Flow Pre-Financing    
PEO [Member] | Adjustment, Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 13,287,766 $ 4,796,553 $ 3,441,581
PEO [Member] | Adjustment, Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 23,268,713 3,777,595 4,762,822
PEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 24,342,077 3,842,009 5,440,687
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 1,339,895 (1,990,317) (365,760)
PEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 0 0 0
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 2,512,647 8,076,168 1,425,795
PEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards (4,925,906) (6,150,265) (1,737,900)
PEO [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 0 0 0
Non-PEO NEO [Member] | Adjustment, Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,984,802 946,041 546,202
Non-PEO NEO [Member] | Adjustment, Equity Award Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,519,144 521,686 494,590
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 2,669,270 754,480 707,732
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 86,844 (152,044) (26,516)
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 0 4,928 0
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards 275,633 285,845 561,427
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards (512,603) (371,523) (748,053)
Non-PEO NEO [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount, Equity Awards $ 0 $ 0 $ 0