B&G Foods (NYSE: BGS) outlines Keller retirement terms and new CEO Mills’ compensation
Rhea-AI Filing Summary
B&G Foods, Inc. reported a planned CEO transition and detailed related agreements. Kenneth C. “Casey” Keller will retire as President, Chief Executive Officer and director effective August 7, 2026, under a retirement agreement providing $2,448,516 in salary continuation, a $10,000 lump-sum for life and disability benefits, one year of company-paid COBRA medical and dental premiums, and accelerated vesting of 519,396 restricted shares, plus pro rata performance share vesting based on future performance.
The board appointed director Robert D. Mills as President and Chief Executive Officer effective August 10, 2026. His employment agreement sets a base salary of $950,000, relocation assistance of $25,000, up to three months of a $4,166 monthly temporary living and travel allowance, a $500,000 cash sign-on bonus payable after March 31, 2027 subject to continued employment, and a sign-on grant of 134,408 restricted shares plus options on 900,000 shares at an exercise price of $3.40. One-third of these equity awards vest on each of December 31, 2026, 2027 and 2028. Mills is eligible for a guaranteed $375,000 fiscal 2026 bonus, annual bonuses from 2027 ranging from 25% to 200% of base salary, and performance share long-term incentives with potential payouts from 50% to 250% of base salary, as well as severance protections, standard benefits, and a one-year post-employment non-compete.
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Filing Explained
The CEO transition is complete; Mills’ board status changes, while his performance-share awards remain conditional on future performance goals.
The Form 8-K records a completed handoff: Keller’s retirement took effect on
It also states that Mills received performance-share long-term incentive awards for the
The filing therefore changes board-role mechanics immediately, while the additional performance-share awards remain conditional rather than established as earned shares.
8-K Event Classification
Key Figures
Key Terms
COBRA regulatory
change in control financial
non-competition regulatory
golden parachute excise tax gross-up financial
severance period financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What CEO leadership changes did B&G Foods (BGS) disclose in this 8-K?
What retirement benefits will outgoing CEO Casey Keller receive from B&G Foods (BGS)?
What are the key compensation terms for new CEO Robert D. Mills at B&G Foods (BGS)?
How do Robert D. Mills’ stock awards at B&G Foods (BGS) vest?
What bonus opportunities does B&G Foods (BGS) provide to new CEO Robert D. Mills?
What severance protections does Robert D. Mills have in his B&G Foods (BGS) agreement?
As filed with the Securities and Exchange Commission on August 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Kenneth C. “Casey” Keller as President, Chief Executive Officer and Director
On August 5, 2026, B&G Foods announced that Kenneth C. “Casey” Keller, our President and Chief Executive Officer and a member of our board of directors, would retire effective August 7, 2026. We entered into a retirement agreement with Mr. Keller, pursuant to which he will receive certain retirement benefits, including: (1) salary continuation payments of $2,448,516, which reflects payment of 200% of his annual base salary for one year following his retirement date, (2) continued payment of B&G Foods’ portion of the cost for one year of continued medical and dental coverage pursuant to COBRA, (3) a lump sum payment of $10,000, which reflects the estimated market value of life insurance and disability benefits for one year, and (4) the accelerated vesting on his retirement date of 519,396 shares of restricted stock. Pursuant to the terms of Mr. Keller’s performance share long-term incentive award agreements, upon retirement Mr. Keller is also entitled to pro rata vesting and payment of performance shares, in each case subject to our company’s achievement of performance metrics over the remainder of the applicable performance periods. The retirement agreement also includes customary confidentiality, non-competition, non-solicitation, non-disturbance and non-disparagement provisions and a general release by Mr. Keller of any claims against our company and certain related persons and entities. The full text of the retirement agreement is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Appointment of Robert D. Mills as President and Chief Executive Officer
On August 10, 2026, B&G Foods announced that Robert D. Mills, age 53, a current member of our board of directors, was appointed as our President and Chief Executive Officer, effective immediately.
Mr. Mills, who has been a member of our board of directors since 2018, will continue to serve as a director of our company but he will no longer serve on our board’s nominating and governance committee because as President and Chief Executive Officer he will no longer be an independent director as set forth in the listing standards of the New York Stock Exchange.
Mr. Mills joined B&G Foods from Tractor Supply Company (NASDAQ: TSCO), where he held various senior executive leadership roles with increasing responsibility from 2014 to August 2026, spanning strategy, business operations, digital commerce, technology, artificial intelligence and M&A, with direct P&L accountability. Mr. Mills most recently served as Executive Vice President, Chief Technology Officer, Digital and Pet Services. Prior to joining Tractor Supply Company, Mr. Mills held senior leadership positions at Ulta Beauty Inc. (NASDAQ: ULTA) and Sears Holding Corp. (formerly NASDAQ: SHLD).
There are no arrangements or understandings between Mr. Mills and any other person pursuant to which he was appointed as our President, Chief Executive Officer and a director. There is no family relationship between Mr. Mills and any director, executive officer, or person nominated or chosen by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with Mr. Mills that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
In connection with Mr. Mills’ appointment as President and Chief Executive Officer, our company entered into an employment agreement with Mr. Mills on August 10, 2026.
Overview; Base Salary. The employment agreement provides that Mr. Mills will be employed as our President and Chief Executive Officer at an annual base salary of $950,000 or such higher figure as may be determined at an annual review of his performance and compensation by the compensation committee of our board of directors.
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Relocation Assistance Payment and Temporary Living and Travel Allowance. Mr. Mills will receive relocation assistance payments totaling $25,000 and a temporary living and travel allowance of $4,166 per month for up to three months.
Sign-On Bonus. On the first payroll date after March 31, 2027, Mr. Mills will receive a one-time lump sum cash sign-on bonus of $500,000. If Mr. Mills terminates his employment voluntarily or is terminated by B&G Foods for cause prior to March 31, 2027, he will not be eligible to receive the sign-on bonus.
Sign-on Restricted Stock Award. On August 10, 2026, Mr. Mills received a one-time grant of 134,408 shares of restricted stock, which was equivalent on the date of grant to $500,000 based on the 30-day average closing stock price through the date of grant. One-third of the restricted stock will vest on each of December 31, 2026, December 31, 2027 and December 31, 2028.
Sign-on Stock Option Award. On August 10, 2026, Mr. Mills received a one-time grant of stock options for 900,000 shares of our company’s common stock. One-third of the options will vest on each of December 31, 2026, December 31, 2027 and December 31, 2028. The exercise price is $3.40 per share, the closing price of our company’s common stock on the date of grant.
Guaranteed Pro Rata Bonus for Fiscal 2026. In lieu of participation in the company’s annual bonus plan for fiscal 2026, Mr. Mills will receive a one-time, lump-sum payment in the amount of $375,000 on the same date in March 2027 that annual bonuses under the company’s annual bonus plan for fiscal 2026 are paid to other senior executives of the company. If Mr. Mills terminates his employment voluntarily or is terminated by B&G Foods for cause prior to such payment date, he will not be eligible to receive such guaranteed pro rata annual bonus payment.
Term. The initial term of the employment agreement commenced on August 10, 2026 and ends on December 31, 2028, subject to automatic one-year extensions, unless earlier terminated. The employment agreement may be terminated by Mr. Mills at any time for any reason, provided that he gives us 60 days’ advance written notice of his resignation, subject to special notice rules in certain instances as described below, including a change in control or a deemed termination “without cause.”
The employment agreement may also be terminated by B&G Foods for any reason, including for “cause” (we must give 60 days’ advance written notice if the termination is without cause). As defined in the employment agreement, a termination for cause includes termination by us due to conviction of a felony or any other crime involving moral turpitude, whether or not relating to Mr. Mills’ employment; habitual unexcused absence from the facilities of B&G Foods; habitual substance abuse; willful disclosure of material confidential information of B&G Foods and/or our subsidiaries or other affiliates or any other material violation of certain restrictive covenants set forth in the employment agreement; intentional violation of conflicts of interest policies established by our board of directors; wanton or willful failure to comply with the lawful written directions of our board of directors or other superiors; any material breach by Mr. Mills of certain representations, warranties or covenants set forth in the employment agreement; willful misconduct or gross negligence that results, in the determination of our board of directors, in damage to the interests of B&G Foods and our subsidiaries or other affiliates; or any material breach of certain covenants relating to the place of performance of Mr. Mills’s duties. Mr. Mills will be considered to be terminated without cause if he resigns because we have substantially changed or altered Mr. Mills’s authority or duties so as to effectively prevent him from performing the duties of the President and Chief Executive Officer, or require that his office be located at and/or principal duties be performed at a location more than 45 miles from the present headquarters located in Parsippany, New Jersey. In this event, Mr. Mills must notify us within 30 days and must allow us 30 days to restore his duties.
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Mr. Mills will also be considered to be terminated without cause if he terminates his employment following a change in control if after the change in control he is not the President and Chief Executive Officer with duties and responsibilities substantially equivalent to those described in the employment agreement or is not entitled to substantially the same benefits as set forth in the employment agreement. In this event, Mr. Mills must give us written notice of his resignation within 90 days after the change in control.
Annual Bonus Awards. Commencing with the fiscal 2027 performance period, Mr. Mills will be eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 25% of his base salary at “threshold” to 100% of his base salary at “target” to 200% of his base salary at “maximum,” if performance benchmarks, as defined in the annual bonus plan, are met.
Long-Term Incentive Awards. Mr. Mills is also entitled to participate in B&G Foods’ long-term incentive plans, as shall be adopted and/or modified from time to time by the compensation committee. Mr. Mills is eligible to earn long-term incentive awards (LTIAs) as a percentage of his base salary on the grant date of such awards, with such percentage to be determined by the compensation committee. For performance share LTIAs, the percentages of base salary that it is anticipated Mr. Mills will be eligible to earn based on performance range from 50.0% at “threshold” to 100.0% at “target” to 250.0% at “maximum,” as such terms are defined in the awards. On August 10, 2026, Mr. Mills received for the 2025 to 2027 and 2026 to 2028 performance periods, performance share LTIAs, in each case subject to the performance goals appliable to all other participants who already received performance share LTIAs for the 2025 to 2027 and 2026 to 2028 performance periods. The number of shares Mr. Mills is eligible to earn (subject to achievement of the performance goals) for the 2025 to 2027 and 2026 to 2028 performance periods was determined based on the 30-day average closing stock prices that were used to determine the number of shares that could be earned for the other participants that received performance share LTIAs for the 2025 to 2027 and 2026 to 2028 performance periods, and was otherwise calculated and, if earned, will be paid generally consistent with the threshold, target and maximum percentages set forth above and the other mechanics applicable to other participants who received performance share LTIAs for the 2025 to 2027 and 2026 to 2028 performance periods.
Other Benefits. Mr. Mills is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, (3) participate in all employee benefit plans maintained by B&G Foods for our executive officers, and (4) receive other customary employee benefits.
Severance Benefits. In the case of termination by us without cause, termination by us due to Mr. Mills’s disability or death, or a resignation by Mr. Mills described above that is considered to be a termination by us without cause (including upon a change of control subject to the occurrence of the second trigger described above), the employment agreement provides that he will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a severance period of one year: (1) salary continuation payments for each year of the severance period in an amount per year equal to 100% of his then current annual salary, (2) continuation during the severance period of medical, dental, life insurance and disability insurance for Mr. Mills, his spouse and his dependents, or if the continuation of all or any of the benefits is not available because of his status as a terminated employee, a payment equal to the cost to our company as if he were not a terminated employee of the excluded benefits, and (3) outplacement services. The severance period will be increased to two years after the date of termination of employment if Mr. Mills terminates his employment following a change in control upon the occurrence of the second trigger described above or if we terminate Mr. Mills’s employment without cause within one year following a change of control.
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No Excise Tax Gross-Up. Mr. Mills is not entitled to any “golden parachute” excise tax gross-up payments under the employment agreement or any other agreement or plan with our company.
Non-Competition Agreement. During Mr. Mills’s employment and for one year after the effective date of termination of the employment agreement by Mr. Mills or B&G Foods for any reason, Mr. Mills has agreed that he will not directly or indirectly, be employed by or otherwise provide services to any food manufacturer operating in the United States of America which engages in activities directly competitive with any significant activities conducted by our company or our subsidiaries or other affiliates whose principal business operations are in the United States of America.
A copy of the employment agreement is attached to this report as Exhibit 10.2 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On August 5, 2026, we issued a press release announcing the retirement of Mr. Keller as President, Chief Executive Officer and a member of our board of directors, effective August 7, 2026. On August 10, 2026, we issued a press release announcing the appointment of Mr. Mills as President and Chief Executive Officer, effective August 10, 2026. The information contained in the press releases, which are attached to this report as Exhibits 99.1 and 99.2, is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Retirement Agreement, dated as of August 7, 2026, between Kenneth C. “Casey” Keller and B&G Foods, Inc. | |
| 10.2 | Employment Agreement, dated as of August 10, 2026, between Robert D. Mills and B&G Foods, Inc. | |
| 99.1 | Press Release dated August 5, 2026, furnished pursuant to Item 7.01 | |
| 99.2 | Press Release dated August 10, 2026, furnished pursuant to Item 7.01 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B&G FOODS, INC. | ||
| Dated: August 11, 2026 | By: | /s/ Scott E. Lerner |
| Scott E. Lerner | ||
| Executive Vice President, | ||
| General Counsel and Secretary | ||
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Exhibit 99.1
B&G Foods Announces Retirement of CEO and Selection of Successor
Parsippany, N.J., August 5, 2026—B&G Foods, Inc. (NYSE: BGS) announced today that Kenneth C. “Casey” Keller, President and Chief Executive Officer and a member of the Board of Directors, has notified B&G Foods of his intention to retire after five years in his position. B&G Foods and Mr. Keller mutually agreed that Mr. Keller’s retirement as Chief Executive Officer and as a director will be effective August 7, 2026 but that Mr. Keller will on an ongoing basis assist B&G Foods in its leadership transition.
Guided by B&G Foods’ ongoing succession planning process, the Board has selected B&G Foods’ next Chief Executive Officer, who has accepted the offer. The successor currently serves in a senior leadership position at another public company. At the successor’s request, B&G Foods has not yet disclosed his identity. B&G Foods expects to announce shortly the incoming Chief Executive Officer and additional transition details in coordination with the reporting requirements of his current employer.
Mr. Keller stated, “It has been an honor to serve as the Chief Executive Officer of B&G Foods. I am proud of our accomplishments as we have navigated through difficult trends in the consumer packaged foods industry. Importantly, we have begun to reshape our portfolio through our recent divestiture and acquisition activity, and I believe the dedicated and resilient team at B&G Foods will guide the Company towards a bright future. I wish the entire B&G Foods family all the best.”
Stephen C. Sherrill, Chair of the Board of Directors of B&G Foods, said, “On behalf of our entire company, I want to thank Casey for his contributions to B&G Foods, including his efforts to begin reshaping our portfolio to sharpen focus, simplify our portfolio, improve margins and cash flow, and maximize future value creation. Casey helped guide B&G Foods through challenging times for our industry, including post-COVID supply chain disruption, price inflation and unprecedented tariffs. I wish Casey the best of luck in his retirement and continued success in all his future endeavors.”
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to the CEO transition and B&G Foods’ efforts to sharpen focus, simplify our portfolio, improve margins and cash flow, and maximize future value creation. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
| Contacts: | |
| Investor Relations: | Media Relations: |
| ICR, Inc. | ICR, Inc. |
| Anna Kate Heller | Matt Lindberg |
| bgfoodsIR@icrinc.com | matthew.lindberg@icrinc.com |
Exhibit 99.2
B&G
Foods Appoints Robert D. Mills
as President and Chief Executive Officer
— Long-Time B&G Foods Director Brings Extensive Operating, Transformation and Growth Experience to Accelerate Strategy and Long-Term Stockholder Value —
Parsippany, N.J., August 10, 2026 — B&G Foods, Inc. (NYSE: BGS) announced today that its Board of Directors has appointed Robert “Rob” D. Mills as President and Chief Executive Officer, effective today. Mr. Mills, who has served as a member of B&G Foods’ Board of Directors since March 2018, succeeds Casey Keller who retired as President, Chief Executive Officer and a director at the end of last week.
Mr. Mills is an accomplished executive with more than 20 years of broad operating and leadership experience and a demonstrated track record of driving growth and long-term strategy. Mr. Mills also has extensive experience in corporate strategy, M&A and business development, including evaluating, acquiring and integrating businesses.
Mr. Mill’s appointment comes as B&G Foods continues to focus on reshaping its portfolio, improving margins and cash flow, reducing debt and leverage, and strengthening its business performance to position B&G Foods for sustainable long-term growth.
Stephen C. Sherrill, Chair of the Board of Directors of B&G Foods, stated, “Rob is uniquely positioned to lead B&G Foods at this important point in B&G Foods’ evolution. Rob’s eight years as a member of our Board give him a deep understanding of our business, our brands, our people and challenges and opportunities ahead of us. Just as importantly, Rob brings a proven ability to lead transformation, operate at scale and translate strategy into execution, which will allow him to move quickly from day one. Rob is a decisive leader who brings a strong sense of urgency, accountability and a bias for action. The Board believes Rob has the right capabilities and leadership approach to accelerate B&G Foods’ strategic priorities, strengthen performance and create long-term value for our stockholders.”
Mr. Mills stated, “I am incredibly honored to step into the role of Chief Executive Officer at B&G Foods. I look forward to partnering with B&G Foods’ very talented and dedicated workforce and the Board to build on B&G Foods’ strengths and accelerate our strategy. My immediate priorities will be execution, operating discipline and accelerating growth. I am particularly excited about the opportunity to bring additional capabilities to B&G Foods. Throughout my career, I have seen how digital, data, technology and increasingly artificial intelligence can be used to drive growth, improve productivity, make faster and better decisions and transform how companies operate. Combined with disciplined portfolio management, capital allocation and a relentless focus on execution, I believe these capabilities can help us to strengthen our core brands and our overall business performance and position B&G Foods to compete more effectively. I believe strongly in the potential of this business. B&G Foods has an outstanding portfolio of brands with meaningful consumer recognition and opportunities to strengthen performance. We have work to do and I am committed to working with the team at B&G Foods to accelerate growth and create sustainable long-term value for our stockholders.”
Mr. Mills joins B&G Foods from Tractor Supply Company (NASDAQ: TSCO), where he held senior executive leadership roles with increasing responsibility since 2014, spanning strategy, business operations, digital commerce, technology, artificial intelligence and M&A, with direct P&L accountability. Mr. Mills most recently served as Executive Vice President, Chief Technology Officer, Digital and Pet Services. In that role, Mr. Mills was responsible for setting the technology direction for Tractor Supply Company, providing leadership for all digital operations, and facilitating long-term strategic direction, including M&A. He was also responsible for the veterinary and pet pharmacy businesses of Tractor Supply Company, along with the Petsense retail business. During his tenure at Tractor Supply Company, Mr. Mills helped lead large-scale transformation and growth initiatives across a complex, multibillion-dollar public company, with a focus on strengthening execution, accelerating growth, improving the customer experience and leveraging digital, data and technology to improve productivity and business performance. Prior to joining Tractor Supply Company, Mr. Mills held senior leadership positions at Ulta Beauty Inc. and Sears Holding Corp.
About B&G Foods, Inc.
Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G, B&M, Bear Creek, College Inn, Cream of Wheat, Crisco, Dash, Kitchen Basics, Las Palmas, Mama Mary’s, Maple Grove Farms, New York Style, Ortega, Polaner, Spice Islands and Victoria, there’s a little something for everyone. For more information about B&G Foods and its brands, please visit www.bgfoods.com.
Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ efforts to reshape its portfolio, improve margins and cash flow, reduce debt and leverage, strengthen its business performance to position the Company for sustainable long-term growth and its ability to create sustainable long-term stockholder value, and the chief executive officer transition. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
| Contacts: | |
| Investor Relations: | Media Relations: |
| ICR, Inc. | ICR, Inc. |
| Anna Kate Heller | Matt Lindberg |
| bgfoodsIR@icrinc.com | matthew.lindberg@icrinc.com |