Form 4: B&G Foods Executive Receives Restricted Stock Grant

Andrew D. Vogel, EVP and President of Meals at B&G Foods, Inc., received a grant of 37,339 restricted shares and had 6,490 shares withheld for tax obligations.

Summary

• Andrew D. Vogel, EVP, President of Meals, was granted 37,339 shares of restricted common stock on March 25, 2026, under the B&G Foods, Inc. Omnibus Incentive Compensation Plan.
• These newly granted restricted shares will vest in three equal installments on March 25, 2027, March 25, 2028, and March 25, 2029.
• Concurrently, 6,490 shares of common stock were withheld by B&G Foods on March 25, 2026, to cover tax withholding obligations.
• This withholding was due to the vesting of 18,946 shares of restricted stock, which represented one-third of the total restricted stock issued to Mr. Vogel on March 24, 2023, March 25, 2024, and March 25, 2025.
• The price per share for the withheld shares was $5.11.
• Following these transactions, Mr. Vogel beneficially owns 81,528 shares of common stock directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine executive compensation event, slightly positive as it reinforces executive alignment with long-term shareholder value through future vesting, but not indicative of significant operational changes.

Positives

• The grant of 37,339 restricted shares aligns management's interests with long-term shareholder value through future vesting.
• The Omnibus Incentive Compensation Plan encourages executive retention and performance.

Negatives

• The disposition of 6,490 shares, while for tax purposes, reduces the immediate direct ownership of the executive.

Future Outlook

The future vesting schedule for the newly granted restricted stock indicates a long-term incentive structure for the executive, aligning future performance with shareholder returns through March 2029.

Industry Context

StockSavvy.ai notes that executive compensation, particularly through restricted stock grants with multi-year vesting schedules, is a common practice across the consumer staples industry. This approach aims to retain key talent and incentivize long-term performance, aligning executive interests with the company's sustained growth and profitability, similar to practices observed at peers like Campbell Soup Company or Conagra Brands.

Comparison to Industry Standards

• Executive compensation through restricted stock units (RSUs) with multi-year vesting is a standard practice in the U.S. market, particularly for senior executives in established consumer goods companies like B&G Foods.
• The withholding of shares to cover tax obligations upon vesting is also a common and expected mechanism for equity compensation, ensuring compliance with tax laws.
• The specific grant size of 37,339 shares for an EVP at a company of B&G Foods' scale is within typical ranges for performance-based incentives, comparable to grants seen at similar-sized food manufacturers.

Stakeholder Impact

• Shareholders: The grant of restricted stock aligns executive incentives with long-term shareholder value. The tax withholding is a standard administrative process.
• Employees: No direct impact on general employees.

Next Steps

• The newly granted restricted shares will vest one-third on March 25, 2027.
• The newly granted restricted shares will vest one-third on March 25, 2028.
• The newly granted restricted shares will vest one-third on March 25, 2029.

Key Dates

Recommendation

This Form 4 details a routine executive compensation event involving a restricted stock grant and tax-related share withholding. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment thesis. The transactions are administrative in nature and align executive incentives, which is generally positive, but not a catalyst for a 'buy' or 'sell' recommendation based solely on this filing.

Keywords

B&G Foods, BGS, Andrew D. Vogel, Restricted Stock, Insider Trading, Form 4, Executive Compensation, Stock Grant, Tax Withholding