Sector: Consumer Staples
BEYOND MEAT INC · Meeting: May 20, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Election of Three Class I Directors to Serve Until Our 2029 Annual Meeting of Stockholders
Against Analysis
Seth Goldman has served on the board since 2013, and during his tenure Beyond Meat's stock has fallen approximately 96% over three years — trailing the company's own peer group median by about 83 percentage points, far exceeding the 20-point threshold that triggers an AGAINST vote; the five-year record (stock down ~99.6%, trailing peers by ~46 percentage points) also exceeds the threshold and does not provide the mitigating long-term context that would allow a downgrade to FOR.
Kathy Waller has served on the board since 2018, and Beyond Meat's stock has declined roughly 96% over the past three years — trailing the peer group median by approximately 83 percentage points, well above the 20-point trigger; the five-year picture is equally concerning (stock down ~99.6%, peer gap ~46 points), so there is no longer-term track record of adequate performance to justify softening the vote.
For Analysis
Alexandre Zyngier was appointed to the board in October 2025, less than 24 months before this meeting, so he is exempt from the TSR underperformance trigger under policy rules that give new directors reasonable time to contribute before being held accountable for prior-period performance; no other disqualifying flags were identified.
Of the three Class I nominees, Seth Goldman and Kathy Waller receive AGAINST votes due to severe and sustained stock underperformance during their tenures — Beyond Meat's share price has fallen roughly 96% over three years, trailing the disclosed peer group median by approximately 83 percentage points, far exceeding the policy trigger. Alexandre Zyngier, appointed in October 2025, is exempt from the TSR trigger as a new director and receives a FOR vote.
CEO
Ethan Brown
Total Comp
$29,846,850
Prior Support
N/A
CEO Ethan Brown received total compensation of approximately $29.8 million in 2025 — an exceptionally large figure for a company with a current market cap of only $273 million — while Beyond Meat's stock fell roughly 96% over three years, trailing the PBJ (Invesco Dynamic Food & Beverage ETF) benchmark by more than 109 percentage points. The company simultaneously reported deteriorating fundamentals: revenues declined 15.6%, gross margin collapsed to just 2.8%, and the company burned through $144.9 million in cash from operations. Paying outsized incentive compensation while shareholders experienced near-total loss of value represents a fundamental failure of pay-for-performance alignment under our policy.
Auditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$3,804,000
Non-Audit Fees
$733,895
Non-audit fees (tax fees of $732,000 plus other fees of $1,895, totaling approximately $733,895) represent about 19% of audit fees ($3,804,000), well below the 50% threshold that would raise independence concerns; Deloitte has served since 2015 (approximately 11 years), comfortably below the 25-year tenure trigger; and Deloitte is a Big 4 firm appropriate for a publicly listed company.
Beyond Meat's 2026 annual meeting ballot presents significant governance concerns: two of three director nominees receive AGAINST votes due to catastrophic stock underperformance during their tenures (stock down ~96% over three years, trailing the peer group by ~83 percentage points), and the Say on Pay proposal receives an AGAINST vote because the CEO received approximately $29.8 million in compensation at a company worth only $273 million with rapidly deteriorating financial results and stock performance trailing the PBJ benchmark by over 109 percentage points. Only Alexandre Zyngier (a new director since October 2025) and the auditor ratification of Deloitte receive FOR votes, as neither triggers any policy concern.
33 companies disclosed in 2026 proxy filing
