TreeHouse Foods (THS) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.__ )

Similar to last year, we will conduct our 2023 Annual Meeting in a virtual format with no physical in-person meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You can attend the 2023 Annual Meeting by visiting www.virtualshareholdermeeting.com/THS2023 where you will be able to listen to the meeting live, submit questions and vote.

This Notice of the 2023 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the upcoming Annual Meeting. For more information about registering to attend the Annual Meeting, please refer to the Summary of the Annual Meeting section in the accompanying proxy statement. On or about March 15, 2023, we will mail our 2023 Proxy Statement (“Proxy Statement”), our 2022 Annual Report (“Annual Report”), and a proxy card to our stockholders.

On behalf of our Board, we thank you for your continued support and investment in TreeHouse Foods, Inc.

Kristy N. Waterman

EVP, Chief Human Resources Officer, General Counsel & Corporate Secretary

March 13, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2023

Our proxy materials include this Proxy Statement, a proxy card and our 2022 Annual Report and are available free of charge at www.proxyvote.com.

How to Vote

Voting Matters

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2022, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Proxy Statement speak only as of the date of this Proxy Statement. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. For more complete information regarding the Company’s 2022 performance, please review the Company’s Form 10-K for the year ended December 31, 2022.

Company Overview

TreeHouse believes it is well positioned across attractive snacking and beverage growth categories fueled by strong consumer demand trends. The portfolio includes snacking, beverage & drink mix, and other grocery offerings. The Company sells its products to retail, co-manufacturing, and food-away-from-home customers in shelf stable, refrigerated, and frozen formats. TreeHouse also offers its customer partners a range of value and nutritional solutions, including natural, organic and gluten free so they can meet the unique needs of their consumers.

Strategy

Our strategic ambition is profitable growth driven by leadership in consumer trending categories. Our strategic plan is anchored around four strategic growth pillars:

We continue to focus on advancing our environmental, social, and governance ("ESG") initiatives and have integrated those efforts across our strategic growth pillars. We recognize the importance of measurement and accountability, and we will continue to provide transparent disclosure of our progress along our ESG journey.

Performance Highlights

We made significant progress in improving our operating and financial results throughout fiscal year 2022. When we started the year, private label demand was strengthening as the overall economic backdrop remained challenging for consumers and inflation was being reflected in higher shelf prices. As a result, consumer’s shopping behavior began to shift, supporting private label share gains in our categories that continued throughout the year. These same macro factors supporting private label demand have continued to create challenges in the operating environment across the industry, including:

While these factors weighed heavily on our financial performance in the early part of the year, the capabilities that we have built across the organization over the last several years enabled us to drive strong sequential improvement in our profitability as 2022 progressed. Our teams worked collaboratively with our customers to execute pricing actions to recover inflation. We also executed targeted labor and supply initiatives aimed to mitigate the industry-wide supply chain disruption, which enabled us to deliver steady operational improvement and improve our ability to service customer orders by almost 300 basis points from the first quarter through the fourth quarter of 2022. In

combination with our pricing actions to recover inflation, these actions drove strong sequential progress toward restoring our profitability throughout FY22.

Importantly, we also took significant steps forward in our strategic evolution to simplify our business, improve execution and enhance management focus in FY22 with the divestiture of a significant portion of our Meal Preparation business to Investindustrial. The transaction, announced in August and completed in October, enables us to better focus the portfolio on higher-growth, higher-margin snacking and beverage offerings which are fueled by strong consumer demand trends. It also strengthens our financial profile as we used $500 million of the proceeds to pay-down debt and reduce our leverage. As a result, we believe we are better positioned to invest in our business, capitalize on the strong consumer demand trends in private label snacking and beverages and drive more profitable and predictable growth.

In addition, we launched a new statement of corporate purpose: to Engage and Delight – One Customer at a Time. Our attention on engaging and delighting isn’t solely focused only on our retail customers, but on all our stakeholders including consumers, employees, stockholders, and the communities in which we operate. We believe that by making investments in depth, capabilities and operational efficiencies, we can capitalize on the long-term growth prospects in the categories in which we operate, in turn driving value for our stakeholders.

As we exit the year and look to fiscal year 2023 with a renewed purpose, we are excited at the opportunities that lie ahead as a simpler, faster growing and higher-margin snacking and beverage company. We are focused on continuing to make progress in restoring service levels to target and capitalizing on the strong private label demand in snacking and beverages.

Key Financial Highlights Include:

Refer to Appendix A for a reconciliation of GAAP to Non-GAAP measures.

Director Nominees and Continuing Directors

The following provides summary information about each director nominee and continuing directors.

Board of Directors Snapshot

Compensation Principles and Governance Practices

TreeHouse's executive compensation and governance practices are designed to drive Company performance and stockholder value while mitigating risk. This includes ongoing evaluation of emerging practices, which has led to several changes over the past few years to ensure that TreeHouse does not adopt practices in either the executive compensation program or governance practices that do not align to the interests of stockholders. TreeHouse's compensation program is based on three core principles:

Governance Practices

Stockholder Engagement

Our relationships with our stockholders are an important component of our success, and we highly value the insights and perspectives that they offer. We maintain a robust practice and regular cadence for our executive leadership team to engage with our stockholders by listening proactively, taking into account their opinions and working to understand different points of view. We value these opportunities to have constructive dialogue, gain feedback, and further strengthen our engagement. We are committed to delivering long-term stockholder value, clearly communicating our financial goals, and holding our management team accountable for the results.

Engagement with our stockholders takes place year-round, enabling us to better understand the issues that are important to the investment community. At the Board of Directors meetings, management provides an update from Investor Relations to keep the Board informed of investor feedback. From time to time the Board of Directors will engage directly with stockholders to further understand their perspectives and contemplate their feedback.

In 2022, we actively conducted outreach, engaging both existing stockholders (representing approximately 75% of our outstanding shares of Common Stock as of December 31, 2022) and prospective investors to discuss items such as the Company’s strategy, performance, governance, compensation, and sustainability. Our approach to engagement with the investor community in 2022 was as follows:

Pay for Performance Alignment

Our compensation approach is based on sound design principles that allow us to responsibly reward our executives in a labor climate where we need to attract and retain talent capable of executing our strategic business transformation. Our Compensation Committee is committed to aligning the interests of our executives with those of our stockholders by structuring our compensation programs so that actual compensation received by our executives is aligned to the business results of the Company. Our programs are designed to focus executives on achievement of our long-term business objectives and creation of stockholder value. This is achieved by maintaining a high level of "at-risk" incentive pay, the majority of which is linked to the achievement of long-term business results and delivered in equity - further aligning interests to those of our stockholders. Our performance goals require significant effort to attain target payouts and we hold our executives accountable to those stretch objectives. As we continue our business transformation, we believe our Compensation Committee needs the ability to ensure we are not only rewarding for current results, but also for actions that successfully set the Company up for future growth.

Over the past five years, our short-term incentive payouts as a percent of target have varied widely from year-to-year based on our operating performance. Further specifics on the Short-Term Incentive Program can be found in "Compensation Discussion and Analysis" ("CD&A") of this Proxy Statement.

At TreeHouse, we work to bring Environmental, Social, and Governance ("ESG") concepts to life for our customers. We are committed to expanding environmental stewardship, stakeholder value creation and thoughtful governance in everything we do. We believe that our commitment to enterprise wide ESG integration is fundamental in meeting the expectations of our customers, employees, investors, consumers and suppliers.

Our Values

2022 ESG Report Overview

In 2022, we published our latest ESG Report, which highlights progress made in 2021 towards our ESG goals. Referencing both the Sustainable Accounting Standards Board ("SASB") and the Task Force for Climate-related Financial Disclosures ("TCFD") frameworks, our ESG report outlines our commitments to our customers, employees, stockholders, consumers and suppliers. Our latest ESG report can be found at https://www.treehousefoods.com/esg/reports-and-disclosures. The information contained in our ESG Report, or otherwise on or connected to our website as may be referenced throughout this Proxy Statement, is not incorporated by reference into this Proxy Statement and should not be considered part of this or any other report filed with the SEC.

Notable highlights from our 2022 ESG Report include:

ESG Governance

Our Board of Directors oversee our ESG strategy, through its Nominating and Corporate Governance Committee, which regularly reviews the Company’s ESG activities, developments, goals and objectives, including the Company’s ESG programs and disclosures. The Compensation Committee meets with the Company’s ESG Steering Committee to review human capital activities, developments, goals and objectives incorporated into the Company’s ESG initiatives. Our ESG Steering Committee drives our activities in this space, and is composed of our Executive Leadership Team, including our CEO & President. This committee is supported by four subcommittees and our ESG team, which is led by our VP, ESG & Deputy General Counsel, who reports to our EVP, Chief Human Resources Officer & General Counsel.

Each subcommittee is led by a chair and is made up of a cross-functional team of subject matter experts from the business. The subcommittees are responsible for setting the action plans needed to achieve our ESG goals, providing subject matter guidance to the Company on ESG issues, and assisting with ESG reporting and disclosure.

Diversity Equity & Inclusion

Creating a values-led, high performance workforce and becoming a talent leader is critical to achieving success in our growth strategy. We are committed to building a diverse team, fostering an inclusive culture, and investing in equity across our organization. We believe building a team diverse in ideas, experiences, and backgrounds enables us to be more successful and better address the needs of customers and consumers. Our DEI Strategic Road Map is a multiyear, enterprise-wide approach to accelerating our DEI journey. Our DEI & Culture Council, which guides our work in this area, is composed of individuals from various levels and functions throughout the organization, working together to shape and advance our DEI commitments. The work of our DEI & Culture Council is guided by the pillars of our DEI Strategic Plan: Represent, Educate & Employee Experience. We have invested time and resources to ensure our workforce is representative of the communities in which they are located, and we utilize best practices to recruit and retain our diverse talent. Our leaders and employees are educated on how best to contribute to an inclusive culture through continuing education and training to increase DEI awareness and to create a great employee experience where everyone feels a sense of belonging.

As of December 31, 2022, our U.S. hourly and salaried workforce demographics were as follows:

We are committed to high standards of business integrity and corporate governance. Accordingly, we have developed a corporate structure and culture that promotes the highest ethical standards and compliance with all applicable laws and regulations. Further, we understand that corporate governance is not static, and as a result, we regularly monitor and evaluate best practices and new developments in corporate governance against our own current practices.

The current members of the Board of Directors (the "Board") are: Mark R. Hunter, Linda K. Massman, Steven Oakland, Scott D. Ostfeld, Jill A. Rahman, Ann M. Sardini, Joseph E. Scalzo, Jean E. Spence, Kenneth I. Tuchman and Jason J. Tyler. In accordance with our Corporate Governance Guidelines' mandatory retirement age policy, Ms. Sardini and Mr. Tuchman will not be standing for reelection to the Board at the Annual Meeting. As a result, as of our Annual Meeting the size of our Board will be reduced to eight directors. Every director on our Board other than our CEO is independent. We believe that the number of independent, experienced directors that make up our Board benefits our Company and our stockholders.

Board Leadership

The Board does not have a fixed policy regarding the separation of the offices of Chair of the Board and CEO and believes that it should maintain the flexibility to select the Chair and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and our stockholders. In the event that circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and our stockholders. For this reason, our Board evaluates issues that may be relevant to our leadership structure as part of our annual Board self-evaluation process, and the Nominating and Corporate Governance Committee regularly reviews the Board's leadership structure and recommends changes to the Board, as appropriate. However, in the event the Chair of the Board is not an independent director, the Corporate Governance Guidelines provide that the Board will elect a Lead Independent Director. The Board welcomes and takes under consideration any input received from our stockholders regarding the Board’s leadership structure, and informs stockholders of any change in the Board’s leadership structure on our website and in our annual proxy statements.

Currently, Ann Sardini serves as our independent Chair of the Board. In her capacity as Chair of the Board, Ms. Sardini's duties entail:

The succession planning discussions following Ms. Sardini's retirement as Chair of the Board, effective at our 2023 Annual Meeting, included discussions on the Board leadership structure, including the merits of keeping separate or combining the Chair and CEO roles. The Board considered several factors, including: the strategic goals of the Company, the status of TreeHouse's progress with respect to our transformation journey, the various capabilities of our directors, the dynamics of our Board, and best practices in the market. While the Company's independent directors bring experience, oversight and expertise from various perspectives outside the Company, Mr. Oakland's in-depth knowledge of our business, as well as his tenure as CEO & President enables him to identify areas of focus for the Board and effectively recommend appropriate agendas. The Board believes that the combined role of Chair and CEO facilitates information flow between our Executive Leadership Team and the Board, provides clear accountability and promotes efficient decision making, all of which are essential to effective governance. The Board also reflected upon the Company’s independent oversight function exercised by our Board, which consists entirely of independent directors other than Mr. Oakland, as well as the independent leadership to be provided by each of the three standing Board Committees, which consist solely of, and are chaired by independent directors.

Based on the above, the independent directors of the Board determined that, upon Ms. Sardini's retirement at the 2023 Annual Meeting, the Board's independent directors will appoint Mr. Steven Oakland to the role of Chairman of the Board, in addition to his current position as CEO & President of the Company. The Board's leadership structure will be further enhanced by the appointment of Ms. Linda Massman as Lead Independent Director. The Board believes this structure provides the most effective leadership structure for the Company at this time for the reasons noted above. As Lead Independent Director, Ms. Massman will maintain clearly defined and robust responsibilities, including to:

Except as may otherwise be permitted by the New York Stock Exchange ("NYSE") rules, our Corporate Governance Guidelines provide that a majority of the members of the Board shall be independent directors under applicable law and NYSE listing standards. To be considered independent: (1) a director must be independent as determined under Section 303A.02(b) of the NYSE Listed Company Manual; and (2) in the Board’s judgment (based on a review of all relevant facts and circumstances and taking into consideration all applicable laws, regulations and stock exchange listing requirements), the director must not have a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

Pursuant to the policies listed above, we affirmatively assess whether each Director has a relationship that would interfere with the exercise of independent judgment pursuant to these policies and corporate governance best practices. In addition to the Nominating and Corporate Governance Committee’s review, the Board conducts an annual review of director independence, during which the Board also considers each Director's background, employment, affiliations, transactions, relationships and arrangements between each Director or an immediate family member of the Director and each of the Company and our executive officers. The Board has determined that each of the following non-employee directors who served during the last completed fiscal year qualifies as “independent” in accordance with the above listed guidelines, standards and rules: Messrs. Hunter, Ostfeld, Scalzo, Tuchman and Tyler and Mses. Massman, Rahman, Sardini and Spence. As Mr. Oakland is employed by TreeHouse as our CEO & President, Mr. Oakland does not qualify as independent.

All members of our Audit, Compensation, and Nominating and Corporate Governance Committees are independent directors and our Compensation Committee members meet the enhanced independence requirements for Compensation Committee members under the NYSE’s listing standards. The Board has determined that all of the members of our Audit Committee also satisfy the SEC independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation.

Our Board’s standards for director independence are available in our Corporate Governance Guidelines which can be located at https://www.treehousefoods.com/investors/governance/governance-documents.

Standing Committees of the Board

The Board has three standing committees to help oversee various matters of the Company: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has approved a written charter for each standing committee, which we review annually and revise as appropriate. The charters define each committee’s roles and responsibilities. The charters are available on our website at: https://www.treehousefoods.com/investors/governance/governance-documents. The Board determines the membership of each of these committees from time to time, and each committee is composed entirely of independent directors, in accordance with our Corporate Governance Guidelines, the NYSE listing standards and SEC rules.

Strategy and Long-Range Planning Committee

Meetings of the Board of Directors and its Committees

Members of the Board are expected to attend each Board meeting, as set forth in the Company’s Corporate Governance Guidelines. The Board met 24 times in 2022. The number of Board meetings held in 2022 was driven by our Board's diligence and oversight of its strategic review process, including the October 3, 2022 divestiture of a significant portion of our Meal Preparation business. As detailed below, each current director of our Board attended at least 75% of all of the meetings of the Board and the committee(s) on which they served.

Annual Meeting of Stockholders

Our directors are expected to make every effort to attend the Company’s annual meeting of stockholders, and all of them did so in 2022. The Company believes that annual meetings provide an opportunity for stockholders to communicate with directors. It is the Board’s policy that all of our directors attend the annual meeting of stockholders, absent exceptional cause.

Executive Sessions

Annual Board and Committee Evaluations

Director Orientation and Continuing Education

The Nominating and Corporate Governance Committee is tasked with developing and overseeing a Company orientation program for new directors and a continuing education program for current directors, periodically reviewing these programs and updating them as necessary. As such, the Board and the Company’s management conduct a mandatory orientation program for new directors. The orientation program includes presentations by management to familiarize new directors with, among other things, the Company’s principal operational and financial objectives, strategies and plans; results of operations and financial condition of the Company and of significant subsidiaries; the relative standing of the business of the Company and vis-à-vis competitors; risk management processes and findings; compliance programs, relevant policies and procedures; fiduciary duties; and introductions to the Company's principal officers, internal and independent auditors, its General Counsel, and outside advisors.

Further, the Company encourages board education to continually enhance board effectiveness and director expertise in timely governance and oversight matters. Each director is expected to be involved in continuing director education on an ongoing basis to enable him or her to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company will cover reasonable costs related to continuing director education.

Certain Relationships and Related Person Transactions

We maintain procedures relating to the review, approval or ratification, if pre-approval was not feasible, of transactions in which we are a participant and in which any of our directors, director nominees, executive officers, major stockholders or their family members have a direct or indirect material interest. We refer to these individuals and entities in this Proxy Statement as related parties. Our Code of Ethics, which is available on our website at https://www.treehousefoods.com/investors/governance/governance-documents, prohibits our employees, including our executive officers and directors, from engaging in certain activities. These activities typically relate to conflict of interest situations where an employee or director may have significant financial or business interests in another company competing with or doing business with us, or who stands to benefit in some way from such a relationship or activity.

We review all relationships and transactions in which the Company and our directors, director nominees, executive officers, or their immediate family members are participants, to determine whether such persons have a direct or indirect material interest and the dollar value. Our Legal Department has responsibility for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related party transactions and for then determining, based upon the facts and circumstances, whether the Company or a related party has a direct or indirect material interest in the transaction. Each year, we require our directors and executive officers to complete a questionnaire, among other things, to identify such related party relationships and transactions. Further, any Director faced with any potential conflict is required to disclose any such potential conflict to the Chair of the Board, Chair of the Nominating and Corporate Governance Committee, and the General Counsel of the Company. As required under SEC rules, transactions involving the Company that exceed $120,000 and that a related party has a direct or indirect material interest in are disclosed in our Proxy Statement. Our Board has responsibility for reviewing and approving or ratifying, if pre-approval was not feasible, related person transactions.

Since January 1, 2022, there were no reportable related person transactions, and there are currently no proposed transactions in excess of $120,000 in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest.

No member of the Compensation Committee was, during the year ended December 31, 2022, an officer, former officer or employee of the Company or any of its subsidiaries. No executive officer of the Company served as a member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on the Company’s Compensation Committee, (ii) the board of directors of another entity in which one of the executive officers of such entity served on the Company’s Compensation Committee, or (iii) the compensation committee of another entity in which one of the executive officers of such entity served as a member of the Company’s Board, during the year ended December 31, 2022.

Code of Ethics

The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, including the Code of Ethics. The Board has adopted a Code of Ethics (the "Code") that applies to all of the Company’s employees, officers and directors, as well as independent contractors working on behalf of the Company. Through our Code, we establish clear ethical and professional guidelines, and work though several mechanisms to hold the Company collectively to the highest professional ethical standards.

Our Code serves as a framework for our ethical business practices and provides us with high-level guidance and direction about difficult choices we might face. The Code defines our collective responsibilities to one another, our customers and consumers, the communities we call home and all our stakeholders. Adherence to the Code is critical for us to achieve our standards. The Code lays out a clear set of expectations for our employees, directors and suppliers and helps fortify our culture of integrity, accountability, and ownership for all who impact, or are impacted by, our business.

Our Code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and also meets the requirements of a “code of business conduct and ethics” under NYSE Rules. All employees generally are required to certify that they have reviewed and are familiar with the Code annually. The Code can be located in its entirety on the Company’s website at https://www.treehousefoods.com/investors/governance/governance-documents.

The Board’s Role in Risk Oversight

Management undertakes a regular review of a broad set of enterprise risks across the Company's business and operations to identify, assess, prioritize and manage potential issues over the short, intermediate and long-term. Specific emphasis is placed on identifying those risks that could have the highest impact to the Company and its operations, and the highest likelihood of risk occurrence. Management’s risk assessment also takes into account input from the internal audit function, which reports regularly to the Audit Committee, and the Board receives ongoing updates from management on trends in risk management and in new risks facing the business. Management is responsible for day-to-day risk assessment and mitigation activities, and our Board is responsible for risk oversight, focusing on our Company’s overall risk management strategy. While the Board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the Board can be assigned responsibility for risk management oversight of specific areas, as set forth below:

Cybersecurity

Our Board is engaged in the oversight of our cybersecurity risk program, and our Audit Committee receives quarterly cybersecurity updates. Management shares our cybersecurity plans with the Board and reports key performance indicators, which measure the effectiveness of our cybersecurity risk program. Further, the Company's enterprise level IT general controls are audited annually by the Company's internal audit function and the Company's independent public accounting firm. We conduct ongoing and mandatory information security awareness training for employees and provide education regarding our position on data privacy, intellectual property, protecting confidential and proprietary information and safeguarding technology systems to coincide with emerging and macro cyber risk factors that are unique to our business and work environment. The Company also maintains cybersecurity insurance in the event of a cybersecurity breach, which would potentially defray some of the costs associated with a breach. In the last three years, the Company has not experienced an information security breach, and as a result, the Company's net expenses associated with information security breaches have not impacted total revenue.

Stockholder Communication with the Board

Stockholders and other interested parties may contact the Board, the independent directors as a group or any individual director. All communications should be directed to:

TreeHouse Foods, Inc.

Attn: Corporate Secretary

2021 Spring Road, Suite 600

Oak Brook, IL 60523

Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board or a particular director. All appropriate communication intended for the Board or a particular director and received by the Corporate Secretary will be forwarded to the specified party following its clearance through normal security procedures.

The terms of our four current 2023 Class directors expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the Nominating and Corporate Governance Committee, there are two nominees to be considered for election to our Board of Directors: Ms. Spence and Mr. Ostfeld. The nominees’ biographies below describe each candidate’s background and relevant experience in more detail. As such, at the Annual Meeting, you will elect a total of two directors named in this Proxy Statement, subject to the provisions of the Company’s By-laws, to hold office until the Annual Meeting of Stockholders in 2026 and until their successors are duly elected and qualified.

Proxies cannot be voted for a greater number than the number of nominees named. The affirmative vote of a majority of the votes cast is required to elect each director. In other words, the number of votes “for” a director must exceed the number of votes “against” a director in order to elect such director. For information regarding our resignation policy, see the section titled "Summary of the Annual Meeting — Resignation Policy" in this Proxy Statement.

Nomination of Directors

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members, consistent with the Director Criteria (as defined below) and recommending to the Board the nominees for election as directors. The Board is responsible for approving criteria for selecting directors (the “Director Criteria”). The Nominating and Corporate Committee reviews and uses such criteria and the principles set forth in the Company’s Corporate Governance Guidelines to guide its director selection process. On an annual basis, the Nominating and Corporate Governance Committee reviews with the Board the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. In considering potential candidates for election to the Board, including with respect to incumbent directors and stockholder recommended candidates, the Nominating and Corporate Governance Committee shall consider, among other qualifications that it deems appropriate, the following:

Identifying New Directors

The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including current Board members and stockholders (when recommended in accordance with the nomination procedures set forth in our By-laws). It also may, in its discretion, employ a third-party search firm to assist in identifying potential candidates. In considering potential candidates for election to the Board, including with respect to incumbent directors and stockholder recommended candidates, the Nominating and Corporate Governance Committee shall consider, among other qualifications that it deems appropriate, the factors described above. For more information, please review the "Stockholder Proposals for 2024 Annual Meeting of Stockholders" section of this Proxy Statement.

Director Qualifications

The Board, acting through the Nominating and Governance Committee, considers its members, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service on the Board. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the stockholders in overseeing the Company’s management in their operation of the business. The current members of the Board, including our nominees, hold or have held senior executive positions in large, complex organizations and have operating experience that meets this objective. In these positions, they have gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Many of our directors also have experience serving on boards of directors and board committees of other public companies and have an understanding of corporate governance practices and trends. We consider the members of our Board to have a diverse set of business and personal experiences, backgrounds and expertise.

Over the past few years, we have refocused our efforts on Board refreshment. The Board believes the fresh perspectives brought by new directors are critical to a forward-looking and strategic Board while retaining those who have a deep understanding of TreeHouse’s business provided by longer-serving directors.

The Board is committed to having a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s activities, and functional, geographic or cultural background. The Board assesses its effectiveness in this regard as part of the annual Board and committee evaluation process. As part of the search process for each new director, our Nominating and Corporate Governance Committee actively seeks out diverse candidates to include in the pool from which Board nominees are chosen.

The Board does not believe it should establish term limits. Term limits could result in the loss of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefits the entire membership of the Board as well as management. However, the Board does believe that a mandatory retirement age for directors is appropriate and has adopted the policy that an individual may not stand for election or reelection to the Board if such individual (i) has reached 75 years of age or (ii) would reach 75 years of age during such individual’s term as a director if elected or re-elected; provided, however, from time to time the Board may re-nominate a director for additional terms if the Board determines that due to such director’s unique capabilities and/or special circumstances, such re-nomination is in the best interest of the Company.

Directors and the Company’s executive officers must receive approval from the Chair of the Board and the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve, or being publicly reflected as a nominee to serve, on the board of another public company. The Nominating and Corporate Governance Committee shall take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and making its recommendations to the Board. Service on boards and/or committees of other organizations shall comply with the Company’s conflict of interest policies. Directors generally will serve on no more than four boards of public companies (including the Company’s Board) or, if the director is serving as an executive officer of a public company, no more than two boards of public companies (including the Company’s Board).

Mr. Ostfeld joined the Board in April 2022 after an affiliate of JANA Partners LLC ("JANA") notified us of its intent to nominate three candidates, including Scott Ostfeld, for election as directors of the Company at the 2022 Annual Meeting. The Company entered into an agreement with JANA under which JANA agreed to cause the withdrawal of the nomination notice and pursuant to which the Company agreed to appoint Scott Ostfeld to the Company's Board as a Class III director for a term expiring at the 2023 annual meeting of the Company’s stockholders. Mr. Ostfeld has been nominated by the Board on its own initiative for election at the 2023 Annual Meeting.

Nominees for Election as Directors with Terms Expiring In 2026

The Nominating and Corporate Governance Committee has recommended and the Board has nominated the following director nominees and continuing directors for election to the Board:

Biographical Information for Continuing Directors with Terms Expiring In 2024

Biographical Information for Continuing Directors with Terms Expiring In 2025

Directors who are employees of the Company receive no additional fees for service as a director. Non-employee directors received a combination of cash payments and equity-based compensation for 2022 as shown in the table and narrative below:

Cash Compensation (column (a))

For the 2022-2023 Board year, non-employee directors of the Company received a cash retainer of $90,000 per year. Directors are generally permitted to defer up to 100% of this cash retainer under our Deferred Compensation Plan. The Chair of the Board received an additional annual cash retainer of $175,000. Committee members received additional annual cash retainers as follows: Audit Committee $7,500; Compensation Committee $5,000; and Nominating and Corporate Governance Committee $5,000. The Chair of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee received additional annual cash retainers of $25,000, $20,000, and $15,000, respectively. No individual meeting attendance fees are paid to Board or Committee members.

FEES EARNED OR PAID IN CASH

Equity-Based Compensation (column (b))

To ensure that directors have an ownership interest aligned with other stockholders, each non-employee director is granted options and/or restricted stock units of the Company’s stock as determined by the Board. For 2022-2023 Board service, the Board determined to award each non-employee director 5,512 restricted stock units, which vest and settle on the 12-month anniversary of the date of grant. The grant date fair value of the annual award of restricted stock units granted in 2022 for each non-employee director was $172,250 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

OUTSTANDING AWARDS (as of December 31, 2022)

Board Stock Ownership

We have adopted equity ownership and holding guidelines for the non-employee members of the Board. All non-employee directors are covered by the guidelines and must achieve a stock ownership level equal to five times their annual cash retainer within five years of joining the Board. Similar to the management guidelines, shares of stock owned outright or through a trust, and vested restricted stock and restricted stock units (including deferred restricted stock units) count towards fulfillment of the guidelines. All of our current outside directors are currently in compliance with these guidelines.

The following sets forth biographical information for the Company’s executive officers, except for the Chief Executive Officer, Steven Oakland, whose biographical information appears in this Proxy Statement under “Biographical Information for Continuing Directors with Terms Expiring In 2024”:

Our Compensation Program Objectives

Our executive compensation program design is guided by the following key principles:

Components of Our Executive Compensation Program

The following table provides an overview of TreeHouse's core compensation program and the objectives for each of our compensation components:

Say on Pay Vote Results and Stockholder Engagement

OUR STOCKHOLDER ENGAGEMENT EFFORTS

The perspective of stockholders is a critical input considered by the Committee for structuring our executive compensation programs and we remain committed to consistently soliciting this input through ongoing dialogue with our investors. As is our standard practice, the Committee reviewed the results of our 2022 say on pay vote and the specific feedback we received from investors and proxy advisors regarding our executive compensation program. We continue to listen carefully to input from our investors as we focus on aligning our pay programs with our business strategy.

TreeHouse proactively conducted outreach in mid-2022 to two of our top ten stockholders. The purpose was to provide an update on our retention efforts, including a rationale for issuing one-time equity awards under our "Transformation Performance-Based Awards" program, discussed in greater detail below. Both stockholders, representing 20% of our outstanding common stock, were in full support of our program.

In the fall, we also conducted outreach to the governance teams of our largest institutional shareholders, and in November, members of our executive leadership team and the Chair of the Board solicited feedback with regard to our executive compensation program and governance practices. Combined with our other stockholder engagement efforts throughout the year, our meetings included stockholders representing approximately 75% of our outstanding common stock (as of December 31, 2022) and proxy advisory firms. Key topics discussed in the November meetings included: