CEO Howard Friedman received total compensation of approximately $4.4 million, which is reasonable for a CEO at a consumer-staples company of UTZ's current market cap of roughly $679 million. The pay program is appropriately structured: base salary accounts for roughly 22% of target total pay, well below the 40% ceiling, and the majority of compensation is variable — split between an annual cash bonus tied to Adjusted EBITDA, net sales, and measurable company objectives, and long-term equity awards (performance stock units benchmarked to relative total shareholder return, and restricted stock units) that vest over three years. The pay-for-performance alignment check does not flag a concern here: incentive pay was meaningfully reduced in 2025 — the company rating came in at only 62% of target, producing a bonus well below the target level — which is exactly what a well-designed plan should do when the company misses its financial goals. Prior-year say-on-pay support was over 94%, and no material changes were needed. A clawback policy consistent with SEC and NYSE requirements is in place.

In fiscal year 2025, Grant Thornton received $1,662,741 in core audit fees but an additional $1,083,049 in non-audit work — made up of $23,230 in audit-related fees, $503,866 in tax fees, and $556,953 in other fees. That brings non-audit fees to approximately 65% of audit fees, which exceeds the 50% threshold in our policy and raises concerns about whether the firm can remain fully independent when it is also earning substantial consulting and advisory revenue from the same client. Grant Thornton's tenure of approximately 14 years does not itself trigger a No vote, and no material restatements have been disclosed, but the non-audit fee ratio alone is sufficient to warrant a No recommendation.