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OFFON

BEYOND MEAT, INC.

(BYND)
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BEYOND MEAT, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/10/2021 | 05:06pm EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer On June 4, 2021, Beyond Meat, Inc. (the "Company") announced the appointment of Philip E. Hardin, as Chief Financial Officer of the Company. Mr. Hardin is expected to join the Company on July 12, 2021. Mr. Hardin, age 46, has served as Vice President, Finance at Amazon Advertising, since March 2019 and Director, Finance, Amazon Advertising from August 2017 to March 2019. Mr. Hardin also served in various other roles at Amazon's business divisions, including Director, Finance for EU Customer Fulfillment from February 2016 to August 2017 and Director, Investor Relations for Amazon.com from May 2014 to February 2016. He was also Director, Finance, for Kindle Content & Digital Subsidiaries from October 2011 to May 2014.

Mr. Hardin will receive an initial base salary of $440,000 per year, a one-time sign-on cash bonus of $400,000 and a settling-in payment of $125,000. The sign-on cash bonus and settling-in payment must be repaid on a pro-rata basis if Mr. Hardin does not remain employed by the Company through the one-year anniversary of his start date. He will also receive payment of or reimbursement for relocation expenses of up to $150,000 plus additional payment(s) equal to the tax withholding due on such relocation payments and such additional payments. Mr. Hardin will have the opportunity to earn an annual bonus, which for 2021 has a target amount of 60% of his 2021 base salary, pro-rated based on his start date with the Company.

Subject to the approval of the Human Capital Management and Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), Mr. Hardin will be granted an option under the Company's 2018 Equity Incentive Plan (the "Plan") to purchase shares of the Company's common stock valued at $1,875,000. The exercise price per share applicable to the option will be no less than the per share fair market value of the Company's common stock on the grant date. The shares subject to the option will vest 25% on the 12-month anniversary of Mr. Hardin's start date and 1/48th monthly thereafter, subject to Mr. Hardin's continuous service through each vesting date. In addition, subject to the approval of the Compensation Committee, Mr. Hardin will receive a restricted stock unit award under the Plan ("RSUs") covering shares of the Company's common stock valued at $1,875,000. The RSUs will vest 25% on the 12-month anniversary of Mr. Hardin's start date and 1/16th quarterly thereafter, subject to Mr. Hardin's continuous service through each vesting date.

Subject to the approval of the Compensation Committee, Mr. Hardin will be granted in 2022 an additional option to purchase shares of the Company's common stock valued at $1,500,000, vesting monthly over

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four years on each anniversary of the grant date, and an additional award of RSUs valued at $1,500,000, vesting quarterly over four years on each anniversary of the grant date, in each case subject to Mr. Hardin's continuous service through each vesting date.

Any option value will be converted into shares subject to an option by dividing the option value by the closing price of the Company's common stock on the date of grant, then multiplying by two and rounding up to the nearest whole number of shares. Any RSU value will be converted into shares subject to an RSU by dividing the RSU value by the closing price of the Company's common stock on the date of grant, rounding up to the nearest whole number of shares.

The foregoing description of Mr. Hardin's employment terms is qualified in its entirety by reference to the full text of his offer letter, a copy of which is filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated herein by reference.

Mr. Hardin will be eligible for certain change in control severance benefits pursuant to the Company's form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances. Mr. Hardin will also enter into the Company's standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Hardin for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company.

Mr. Hardin has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Hardin and any other person pursuant to which Mr. Hardin was named Chief Financial Officer of the Company.

A press release announcing Mr. Hardin's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Muth Consulting As previously disclosed, Charles Muth, the Company's Chief Growth Officer, retired effective June 4, 2021. Commencing June 5, 2021, Mr. Muth began providing transition services to the Company and will continue vesting in his outstanding equity awards for so long as his service with the Company continues.

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Item 9.01 Financial Statements and Exhibits.

    Exhibit Number                                          Description

         10.1                  Offer Letter dated June 4, 2021 between the Company and Philip E.
                             Hardin.
         99.1                  Press release dated June 4, 2021.
         104                 Cover Page Interactive Data File (embedded within the inline XBRL
                             document).



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