The Real Good Food Company, Inc. 3 Executive Campus, Suite 155 Cherry Hill, NJ 08002 June 30, 2023 Dear Fellow Stockholders: You are cordially invited to attend the 2023 Virtual Annual Meeting of Stockholders of The Real Good Food Company, Inc. (the “Company”) to be held on Wednesday, August 16, 2023, at 9:00 a.m. Pacific Time (the “Annual Meeting”). The Annual Meeting will be conducted virtually, via live Internet webcast at www.proxypush.com/RGF. The attached notice and proxy statement describe the formal business to be transacted at the Annual Meeting. We are furnishing proxy materials to our stockholders over the Internet. You may read, print and download our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 at www.proxydocs.com/RGF. On June 30, 2023, we mailed our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions regarding how you may request a paper copy of these materials by mail, telephone or email. If you requested your materials via email, the email contains voting instructions and links to the materials on the Internet. The accompanying proxy statement provides information regarding the matters we are asking you to consider and vote upon at the Annual Meeting, which are: 1. the election of two Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders; 2. the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. the amending of the 2021 Stock Incentive Plan, and 4. the transaction of such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof. The Board of Directors of the Company (the “Board”) has set June 20, 2023 as the record date for the Annual Meeting. Only stockholders of record of our Class A common stock and our Class B common stock as of the close of business on that date will be able to attend, vote and submit questions virtually during the Annual Meeting. A list of our stockholders of record as of the close of business on the record date will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices, 3 Executive Campus, Suite 155, Cherry Hill, NJ 08002, and on the virtual platform on the date of the Annual Meeting at www.proxypush.com/RGF. The Board has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the proxy statement, the Board unanimously recommends a vote “FOR” each matter to be considered. Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials. On behalf of the Board, and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support. Sincerely, /s/ Gerard G. Law Gerard G. Law Chief Executive Officer Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: June 30, 2023
TABLE OF CONTENTS GENERAL INFORMATION .................................................................. 1 QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING .................................. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................... 7 PROPOSAL NO. 1 TO ELECT TWO CLASS II DIRECTORS FOR A THREE-YEAR TERM TO EXPIRE ATTHE2026ANNUALMEETINGOFSTOCKHOLDERS .................................. 8 INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS ..................... 9 INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE ........................... 12 INFORMATION REGARDING COMMITTEES OF THE BOARD ........................................ 14 PROPOSAL NO. 2 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER31,2023 ................................................................. 18 AUDIT COMMITTEE REPORT ............................................................... 20 PROPOSAL NO. 3 TO AMEND AND RESTATE THE 2021 STOCK INCENTIVE PLAN . . . . . . . . . . . . . . 21 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...................... 25 EXECUTIVE OFFICERS .................................................................... 28 EXECUTIVE COMPENSATION ............................................................... 29 DIRECTOR COMPENSATION ................................................................ 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ........................................ 35 HOUSEHOLDING OF PROXY MATERIALS ...................................................... 41 ADDITIONAL INFORMATION ............................................................... 41 OTHER MATTERS ........................................................................ 42 APPENDIX A ........................................................................... A-1
THE REAL GOOD FOOD COMPANY, INC. PROXY STATEMENT FOR THE 2022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION This proxy statement (this “Proxy Statement”) is being furnished to the stockholders of The Real Good Food Company, Inc. (the “Company,” “we,” “us,” and “our”) on behalf of the Board of Directors of the Company (the “Board”) in connection with the solicitation of proxies for use at the 2023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, August 16, 2023, at 9:00 a.m. Pacific Time, and at any adjournment or postponement thereof. The Annual Meeting will be held virtually via live Internet webcast at www.proxypush.com/RGF. Notice of Internet Availability of Proxy Materials Pursuant to the Securities and Exchange Commission (the “SEC”) “notice and access” rules, which allow companies to furnish their proxy materials over the Internet, we intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials on or about June 30, 2023. We sometimes refer to this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), and the proxy card, together as the “Proxy Materials.” We will also provide access the Proxy Materials over the Internet on or about June 30, 2023. You may read, print and download the Proxy Materials at www.proxydocs.com/RGF. Because we are furnishing the Notice to our stockholders of record, you will not receive printed Proxy Materials unless you request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Materials electronically. It also instructs you on how you may submit your proxy over the Internet, by toll-free number, or virtually at the Annual Meeting. After receiving the Notice, stockholders can request to receive a paper copy of the Proxy Materials by mail. In addition, the Notice contains instructions on how stockholders may request to receive Proxy Materials electronically by e-mail. QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING Why did I receive these materials? The Board is soliciting your proxy to vote at the Annual Meeting, or at any postponement or adjournment thereof. Stockholders who held shares of our Class A common stock or Class B common stock (together, the “stockholders”) as of the close of business on the record date, June 20, 2023 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review the Proxy Materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information regarding the Company. Who can vote at the Annual Meeting? Only our stockholders at the close of business on the Record Date will be entitled to virtually attend and vote at the Annual Meeting. Holders of Record—If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a “holder of record.” As a holder of record, you may vote at the virtual Annual Meeting, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice. If you are a holder of record and you indicate when voting that you wish to vote as recommended by the Board, or if you submit a vote by proxy without giving specific voting 1
instructions, then the proxyholders will vote your shares as recommended by the Board on all matters described in this Proxy Statement. Gerard G. Law and Akshay Jagdale, the designated proxyholders, are members of our management. Beneficial Owners—If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the “beneficial owner” of shares held in “street name” and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, if you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid “legal proxy” or obtain a control number from your nominee. Please contact your nominee directly for additional information. What are the voting rights of the holders of our Class A common stock and Class B common stock? As of the Record Date, the Company had 7,202,951 shares of our Class A common stock and 18,677,681 shares of our Class B common stock outstanding (collectively, the “common stock” or “shares”). Holders of shares of our Class A common stock and Class B common stock are each entitled to one vote per share on any matter that is submitted for stockholder approval. Cumulative voting is not permitted with respect to any other matter to be considered at the Annual Meeting. What constitutes a quorum for the Annual Meeting? The presence at the Annual Meeting, virtually or by proxy, of the holders of Class A common stock and Class B common stock representing a majority of the combined voting power of the outstanding shares of stock on the Record Date will constitute a quorum, permitting business to be conducted at the Annual Meeting. As of the Record Date, there were an aggregate of 25,880,632 shares of common stock outstanding, including 7,202,951 shares of our Class A common stock and 18,677,681 shares of our Class B common stock, all of which are entitled to be voted at the Annual Meeting. What proposals am I being asked to vote on at the Annual Meeting? At the Annual Meeting, stockholders will act upon the following proposals: 1. the election of two Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders; 2. the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. the amendment and restatement of the 2021 Stock Incentive Plan (the “2021 Plan”) to authorize an additional 1,500,000 shares of Class A common stock to be available for issuance under the 2021 Plan; and 4. the transaction of such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof. How does the Board recommend I vote on these proposals? The Board recommends you vote: 1. “FOR” the election of Gerard G. Law and Timothy K. Hussman as Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders; 2
2. “FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. “FOR” the approval of the amendment and restatement of the 2021 Plan; and 4. “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. Unless contrary instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted as follows (1) “FOR” the election of the director nominees named in this Proxy Statement; (2) “FOR” the ratification of the selection of Grant Thornton LLP; (3) “FOR” the amendment and restatement of the 2021 Plan; and (4) in accordance with the recommendation of the Board, “FOR” or “AGAINST” all other matters as may properly come before the Annual Meeting. In the event a stockholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made. What are the voting requirements to approve each of the proposals? The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting, as well as the effects of withheld votes, votes against, abstentions and broker non-votes on each of the proposals, are as follows: PROPOSAL VOTING REQUIREMENT EFFECT OF “WITHHOLD” VOTES, VOTES “AGAINST” AND ABSTENTIONS EFFECT OF BROKER NON-VOTES Proposal No. 1: To elect two Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders A plurality of the votes cast by the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each director nominee. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. Broker non-votes will not count as votes cast on this proposal, and will have no effect on the outcome of the vote on this proposal. Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm Requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting (assuming that a quorum is present). An “ABSTAIN” vote will be included in the total number of shares present virtually and entitled to vote on this proposal, and will have the same effect as a vote “AGAINST” this proposal. Because a bank, broker, dealer or other nominee may generally vote without instructions on this proposal, we do not expect any broker non-votes to result for this proposal. 3
PROPOSAL VOTING REQUIREMENT EFFECT OF “WITHHOLD” VOTES, VOTES “AGAINST” AND ABSTENTIONS EFFECT OF BROKER NON-VOTES Proposal No. 3: To approve the amendment and restatement of the 2021 Plan Requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting (assuming that a quorum is present). An “ABSTAIN” vote will be included in the total number of shares present virtually and entitled to vote on this proposal, and will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will not count as votes entitled to vote on this proposal, and will have no effect on the outcome on the vote of this proposal. A “broker non-vote” will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner regarding the voting of the shares. The inspector of election for the Annual Meeting shall determine the number of shares of common stock represented at the Annual Meeting, the existence of a quorum and the validity and effect of proxies, and shall count and tabulate ballots and votes and determine the results thereof. Proxies received but marked as abstentions, as well as broker non-votes, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining a quorum. How do I vote? If you are a “holder of record” (that is, if your shares are registered in your own name with our transfer agent), you may vote using any of the voting methods described in the Notice. You may vote by Internet or telephone, or, if you requested to receive printed Proxy Materials, you may refer to the instructions on the proxy card enclosed with those materials. You may also vote during the virtual Annual Meeting via the Internet at www.proxypush.com/RGF. If you are a “beneficial owner” (that is, if you hold your shares in “street name” through a bank, broker, dealer or other nominee), you may vote in accordance with the voting instruction form provided by your bank, broker, dealer or other nominee. The availability of Internet or telephone voting will depend upon your nominee’s voting process. If you wish to vote during the virtual Annual Meeting, you must first obtain a legal proxy from your bank, broker, dealer or other nominee authorizing you to vote. Can I change my vote? Yes, you may change your vote at any time before the polls are closed at the Annual Meeting. The giving of a proxy does not eliminate the right to vote during the Annual Meeting. Stockholders have the right to revoke their proxy at any time prior to the exercise of that proxy by following the instructions below. Holders of Record—If you are a “holder of record,” you may change your vote by (i) providing written notice of revocation to The Real Good Food Company, Inc., 3 Executive Campus, Suite 155, Cherry Hill, NJ, 08002, Attention: Corporate Secretary, (ii) executing a subsequent proxy using any of the voting methods discussed above (subject to the deadlines for voting with respect to each method), or (iii) attending the virtual Annual Meeting and voting electronically. However, simply attending the virtual Annual Meeting will not, by itself, revoke your proxy. Beneficial Owners—If you are a “beneficial owner” of your shares and you have instructed your nominee to vote your shares, you may change your vote by following the directions received from your nominee to change 4
those voting instructions, or by attending and voting at the virtual Annual Meeting, which can be accomplished as described above. Subject to any revocation, all shares represented by properly executed proxies will be voted in accordance with the instructions on the applicable proxy, or, if no instructions are given, in accordance with the recommendations of the Board as described above. Could other matters be decided at the Annual Meeting? As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other matters are properly presented at the Annual Meeting, the persons named as proxies will vote in accordance with their discretion with respect to those matters. When will the results of the vote be announced? The preliminary voting results will be announced at the virtual Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. Who pays for costs relating to the Proxy Materials and Annual Meeting? The costs of preparing, assembling and mailing the Proxy Materials, along with the cost of posting the Proxy Materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the Proxy Materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing. What is the deadline for submitting a stockholder proposal or director nomination for the 2024 Annual Meeting of Stockholders? Stockholders wishing to make a director nomination, or bring another proposal, before the 2024 Annual Meeting of Stockholders (but not include it in the Company’s proxy statement for the meeting) must provide written notice of such proposal to the Corporate Secretary at the Company’s principal executive offices at 3 Executive Campus, Suite 155 Cherry Hill, NJ 08002, Attention: Corporate Secretary. Such proposals must be received no later than the close of business on May 18, 2024 and no earlier than the close of business on April 18, 2024. However, if the Company changes the date of the 2024 Annual Meeting of Stockholders by more than 30 days before or 70 days after the anniversary of the Annual Meeting, notice by the stockholder of the director nomination or other proposal must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Any stockholder proposal or director nomination must comply with the other provisions of the Amended and Restated Bylaws of the Company (the “Bylaws”) and be submitted in writing to the Corporate Secretary at the Company’s principal executive offices. In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2024 Annual Meeting of Stockholders, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in the Company’s proxy statement and proxy card for the Company’s 2024 Annual Meeting of Stockholders must be received at the Company’s principal executive offices no later than the close of business on March 2, 2024. 5
Whom should I contact with other questions? If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact: The Real Good Food Company, Inc., 3 Executive Campus, Suite 155, Cherry Hill, NJ, 08002, Attention: Corporate Secretary, Telephone: (856) 644-5624. 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors,” and elsewhere, in our 2022 Annual Report. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made. 7
PROPOSAL NO. 1 TO ELECT TWO CLASS II DIRECTORS FOR A THREE-YEAR TERM TO EXPIRE AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS BOARD STRUCTURE AND MEMBERSHIP We currently have six directors on the Board. The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Bylaws provide that the Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other two classes continuing to serve for the remainder of their respective three-year terms. Because approximately one-third of our directors will be elected at each annual meeting of stockholders, consecutive annual meetings could be required for our stockholders to change a majority of the Board. This classification of the Board may have the effect of delaying or preventing changes of control of the Company. Our three classes of directors are currently divided as follows: • the Class I directors are Gilbert B. de Cardenas and Mark J. Nelson, and their terms will expire at the 2025 Annual Meeting of Stockholders; • the Class II directors are Gerard G. Law and Timothy K. Hussman, and their terms will expire at the 2026 Annual Meeting of Stockholders; and • the Class III directors are Bryan Freeman and George F. Chappelle, Jr., and their terms will expire at the 2024 Annual Meeting of Stockholders. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a majority of the directors then in office. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Company may reduce or increase the size of the Board by resolution adopted by the affirmative vote of a majority of the directors. The Board has nominated Mr. Law for re-election to the Board, and Mr. Hussman for election to the Board. If elected at the Annual Meeting, Messrs. Law and Hussman would serve until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The Company’s management has no reason to believe that either nominee will be unable to serve. It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting. All of the Board members serving at the time of the 2022 Annual Meeting of Stockholders attended the meeting. RECOMMENDED VOTE The election of each of our director nominees requires a plurality of the votes cast by the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote “FOR,” or “WITHHOLD” with respect to this Proposal 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the outcome of the vote. 8
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE CLASS I DIRECTOR NOMINEES. INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS This section provides information, as of the date of this Proxy Statement, regarding each director nominee and continuing director, including age, positions currently held, principal occupation, and business experience for at least the past five years. In addition, this section provides information regarding each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that such director or nominee should be able to serve as a director. The Board believes that each of the directors and nominees has a reputation for integrity, honesty and adherence to high ethical standards, and that they have demonstrated business acumen, an ability to exercise sound judgment, and a commitment to service to the Company and the Board. Director Nominees The following table lists the persons recommended by our nominating and corporate governance committee, and nominated by the Board, to be elected as directors, including relevant information as of June 20, 2023: Name Age Position Gerard G. Law . . . . . . . . . . . . . . . . . 49 CEO and Director Timothy K. Hussman (1)(2) ......... 63 Director (1) Member of our nominating and corporate governance committee. (2) Member of our audit committee. Gerard G. Law. Mr. Law has served as Chief Executive Officer of our operating subsidiary, RGF, LLC, since September 2020 and Chief Executive Officer and director of the Company since June 2, 2021. Mr. Law has over 29 years of experience in the frozen foods industry, with experience in sales, marketing, research and development, operations, distribution, and mergers and acquisitions. Prior to joining us, from 2011 to 2020 Mr. Law was Senior Vice President, Snack Foods Division at J&J Snack Foods (Nasdaq: JJSF), where he managed 16 manufacturing plants. Prior to serving in that role, Mr. Law held a wide range of positions at J&J Snack Foods of increasing responsibility from 1992 to 2011, including Senior Vice President, Western Operations; General Manager; Assistant General Manager; Plant Engineer; and Design Engineer, Snack Foods Division. Since 2014, Mr. Law has served as 2nd Vice Chair and Board Member of Oaks Integrated Care, a nonprofit organization. Mr. Law holds a Bachelor of Science in Business, as well as a Master of Business Administration in Marketing, from Drexel University LeBow College of Business. We believe Mr. Law’s role as our Chief Executive Officer and his history at J&J Snack Foods, in addition to his extensive management experience in the frozen foods industry, manufacturing expertise, and knowledge qualify him to serve on the Board. Timothy K. Hussman. Mr. Hussman has served the Board and audit and nominating and corporate governance committees since May 30, 2023. Mr. Hussman served for over 35 years in varying roles of increasing responsibility within the meat industry before retiring in 2018. From 2014 to 2018 Mr. Hussman served as president of Sysco Corporation family of brands specialty meat division, where he oversaw 22 manufacturing facilities. Prior to 2014 Mr. Hussman served as executive chairman of West Coast Specialty Meat Group, a position which he held beginning in 2005. Mr. Hussman currently serves on the Board of Directors of the Maryland 4-H Foundation, a non-profit focused on youth leadership development. Mr. Hussman has a Bachelor of Science in Animal Science from Virginia Tech University, a diploma in Agricultural Production and Marketing from Lincoln University, New Zealand, and a Master of Business Administration degree from Pepperdine University. 9
We believe Mx. Hussman’s extensive experience in leadership roles within the meat industry, as well as his extensive education and knowledge of our industry, qualify him to serve on the Board. Continuing Directors The following table includes the members of the Board who are continuing in office, including relevant information as of June 20, 2023: Name Age Position Executive Directors Bryan Freeman 53 Executive Chairman, President, Secretary, Chairperson of Non-Employee Directors Gilbert B. de Cardenas. (1)(3) 59 Director Mark J. Nelson (1) 54 Director George F. Chappelle, Jr. (1)(2)(3) 61 Lead Independent Director (1) Member of our audit committee. (2) Member of our compensation committee. (3) Member of our nominating and corporate governance committee. Bryan Freeman. Mr. Freeman has served as Executive Chairman of our operating subsidiary, Real Good Foods, LLC (“RGF, LLC”), since October 2020, and has served as Executive Chairman, President, Secretary, and Chairperson of the Board since June 2, 2021. Mr. Freeman also served as Chief Executive Officer of RGF, LLC from September 2017 to October 2020. Mr. Freeman has over 20 years of experience in the frozen foods industry. Since 2015, Mr. Freeman has served as Chairman of High Road Ice Cream, Inc. and, since 2010, as Managing Partner at Slingshot Consumer LLC, a private equity fund focused on emerging food manufacturing companies. Prior to joining us, Mr. Freeman was an executive at AdvancePierre Foods from 2015 to 2017, and part of the senior leadership team when AdvancePierre Foods completed its initial public offering in 2016. Mr. Freeman also served on the mergers and acquisitions team at AdvancePierre Foods. Mr. Freeman resigned from AdvancePierre Foods after its sale to Tyson Foods in 2017. From 2010 to 2014, Mr. Freeman served as Chief Executive Officer at Better Bakery Co. LLC. From 2005 to 2009, he served as Chief Executive Officer at MCOOLZ, LLC, a dairy and juice processing manufacturer and marketer. Prior to working at MCOOLZ, LLC, Mr. Freeman served as President at Snackworks LLC from 2000 to 2005, which was acquired by J&J Snack Foods (Nasdaq: JJSF) in 2005. Mr. Freeman holds a Bachelor of Arts in International Economics from the University of California, Los Angeles, and a Master of Business Administration and Juris Doctor from Loyola Marymount University. We believe Mr. Freeman’s history with the Company, AdvancePierre Foods, and Snackworks LLC, in addition to his extensive leadership experience in the frozen foods industry, strategic expertise, and knowledge, qualify him to serve as Chairperson of the Board. Gilbert B. de Cardenas. Mr. de Cardenas has served on the Board, compensation committee, and nominating and corporate governance committee since November 2021. Mr. de Cardenas currently serves as a member of Nielsen-Massey Vanilla’s board of directors, a member of Nielsen-Massey Vanilla’s compensation committee, and a member of Cacique, Inc.’s board of directors. Since 2009, Mr. de Cardenas has served as Chief Executive Officer of Cacique, Inc., a brand in the Mexican-style cheese, cream and sausage category. Prior to that time, Mr. de Cardenas was the Chief Executive Officer of Reynaldo’s Foods from 2006 to 2009, a branded meat and dessert company. Mr. de Cardenas holds a Master of Business Administration and Management from the University of Chicago. We believe Mr. de Cardenas’ experience as Chief Executive Officer and member of the board of directors of Cacique, Inc., as well as his extensive industry experience and knowledge, qualify him to serve on the Board. 10
Mark J. Nelson. Mr. Nelson has served the Board and audit committee since November 2021. Mr. Nelson currently serves as a member of Local Bounti Corporation’s board of directors. Prior to joining us, Mr. Nelson served in various roles as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary of Beyond Meat, Inc. (Nasdaq: BYND) from December 2015 to May 2021 after briefly serving as Senior Vice President and Chief Financial Officer of Biolase, Inc. (Nasdaq: BIOL), a medical device company, from March 2017 to May 2017. Mr. Nelson served as Beyond Meat, Inc.’s Chief Operating Officer and Chief Financial Officer from 2016 to 2017, and solely as its Chief Financial Officer from 2015 to 2016. Prior to joining Beyond Meat, Inc., Mr. Nelson was Chief Financial Officer and Treasurer of Farmer Bros. Co. (Nasdaq: FARM), a manufacturer, wholesaler, and distributor of coffee, tea, spices, and culinary products, from April 2013 to November 2015. Prior to that, he served as Chief Accounting Officer (2010 to 2013), Vice President, Corporate Controller (2008 to 2010), Vice President, General Manager (2006 to 2008) and Finance Director (2004—2006) at Newport Corporation, a former publicly traded global supplier of advanced technology products and systems. He also served as Finance Director at Thermo Fisher Scientific Inc. (NYSE: TMO), a biotechnology product development company, from 2002 to 2004, FP&A Manager, Plant Controller, and Senior Financial Analyst at C. R. Bard, Inc. from 1998 to 2002, Chief Executive Officer and Founder of Western Energy Services, Inc. from 1993 to 1997, and Financial Management Program Trainee at the General Electric Company (NYSE: GE) from 1990 to 1993. Mr. Nelson holds a Bachelor of Business Administration with a specialty in Finance from University of Massachusetts at Amherst, Isenberg School of Management, and a Master of Business Administration from Babson College, Franklin W. Olin Graduate School of Business. We believe Mr. Nelson’s experience as Chief Financial Officer, Treasurer, Chief Operating Officer, and Secretary of Beyond Meat, Inc., as well as his experience as member of Local Bounti Corporation’s board of directors, qualify him to serve on the Board. George F. Chappelle, Jr. Mr. Chappelle has served as Lead Independent Director to the Board and as Chairperson of our compensation committee since September 2021. Since January 2020, Mr. Chappelle has served as a Board Member and Advisor of Green Fees LLC and, from July 2018 to December 2020, served as chairman of the board of Flagstone Foods. Prior to joining us, Mr. Chappelle served in several roles at Tyson Foods, including as Chief Corporate Services Officer from April 2019 to January 2020, General Manager of Emerging Proteins from January 2019 to January 2020, Chief Operating Officer of Prepared Foods from January 2018 to December 2018, and Chief Integration Officer from July 2017 to December 2017. Mr. Chappelle also served as Chief Operating Officer of AdvancePierre Foods from 2014 to 2017, Chief Operating Officer of Vi-Jon in 2013, Chief Operating Officer of Solo Cup Company from 2009 to 2012, and held several positions at Sara Lee Foods, including as Senior Vice President, Chief Supply Chain Officer and Senior Corporate Officer from 2008 to 2009, and Senior Vice President, Chief Information Officer and Senior Corporate Officer from 2005 to 2008. Prior to his role at Sara Lee Foods, Mr. Chappelle served as Vice President, Chief Information Officer, and Corporate Officer of HJ Heinz from 2002 to 2005, and Group Vice President, Information Systems of ABB Switzerland Ltd. from 2000 to 2002. Mr. Chappelle holds a Bachelor of Science in Information Technology from Westfield State College, and a Master of Science in Applied Management from Lesley College. We believe Mr. Chappelle’s experience as a former officer of Tyson Foods, and previous service as Chief Operating Officer of AdvancePierre Foods, as well as his extensive leadership skills, industry experience and knowledge, qualify him to serve on the Board. 11
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE Board Independence Our Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”). Under Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and corporate governance and nominating committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act and under the applicable Nasdaq rules. Further, Nasdaq listing standards provide that a director only qualifies as “independent” if, in the opinion of the listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of that listed company. To be considered independent pursuant to Rule 10A-3 and Nasdaq listing standards, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries. To be considered independent pursuant to Rule 10C-1 and Nasdaq listing standards, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the company to such director, and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. The Board undertook a review of its composition, the composition of its committees, and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has determined that each of Messrs. Chappelle, de Cardenas, Hussman and Nelson do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under the applicable rules of the SEC and Nasdaq listing standards. Messrs. Freeman and Law are not independent under Nasdaq’s listing standards since they are each currently an executive officer. Additionally, the Board determined that all members of the audit committee and compensation committee are independent under Rules 10A-3 and 10C-1, as applicable. For more information, see “Information Regarding Committees of the Board.” In making these determinations, the Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section entitled “Certain Relationships and Related Transactions.” There are no family relationships among any of our directors or executive officers. Board Leadership Structure Separation of Roles of Chief Executive Officer and Chairperson of the Board The Board recognizes that the leadership structure and combination or separation of the roles of the Chief Executive Officer and Chairperson of the Board is driven by our needs at any point in time. As a result, the Board 12
does not have a fixed policy regarding the separation of the offices of Chief Executive Officer and Chairperson of the Board and believes it should maintain the flexibility to select its leadership structure from time to time based on the criteria that it deems to be in the best interest of our Company and stockholders. Currently, Gerard G. Law serves as our Chief Executive Officer, and Bryan Freeman serves as Chairperson of the Board in addition to his role as an executive officer. We believe separating the Chief Executive Officer and Chairperson positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing our Chairperson to provide strategic guidance. While our Bylaws and corporate governance policies do not require that our Chairperson and Chief Executive Officer positions be separate, the Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Lead Independent Director We have appointed a Lead Independent Director. The Board believes that a governance structure involving a separate Chairperson of the Board and Chief Executive Officer, combined with a Lead Independent Director, will result in an effective balancing of responsibilities, experience, and independent perspectives that will meet the current corporate governance needs and oversight responsibilities of the Board. Because Bryan Freeman, the Chairperson of the Board, will not qualify as independent pursuant to Nasdaq listing standards since he is currently an executive officer, George F. Chappelle, Jr. serves as our Lead Independent Director, ensuring the Board is led with independent oversight of management. Role of the Board in Risk Oversight and Risk Management One of the key functions of the Board is to oversee our risk management process. The Board administers its oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address the risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Meetings of the Board and Board Committees During the year ended December 31, 2022 the Board met seven times. The audit, compensation, and nominating and corporate governance committees met two, three, and zero times, respectively, during the year ended December 31, 2022. All incumbent members of the Board attended at least 75% of the meetings of the Board and at least 75% the meeting of the committees of the Board of which each director was a member, in each case, during the period that such director served on the Board or applicable committee. The independent members of the Board did not meet separately as a group during the year ended December 31, 2022. No Hedging or Pledging Policy The Insider Trading Policy that was adopted by the Board prohibits our directors, officers and employees from hedging the economic interest in our securities, and from pledging our securities. 13
INFORMATION REGARDING COMMITTEES OF THE BOARD The Board has three standing committees: our audit committee, compensation committee, and nominating and corporate governance committee. The following table provides membership and meeting information for the year ended June 20, 2023, for each of the committees of the Board: Audit Committee Compensation Committee Nomination & Governance Committee TimothyK.Hussman ........................ X X* George F. Chappelle, Jr. . . . . . . . . . . . . . . . . . . . . . . X X* X GilbertB.deCardenas ....................... X X Mark J. Nelson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X* * Chairperson of the respective committee Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq listing standards and SEC rules regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment regarding the Company. The charters for the audit, compensation, and nominating and corporate governance committee are each available at https://investors.realgoodfoods.com/corporate-governance. The information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement and references in this Proxy Statement to our website are to inactive textual references only. Audit Committee Our audit committee consists of Messrs. Chappelle, Nelson and Hussman, each of whom meet the requirements for independence under the applicable Nasdaq listing standards and SEC rules. Mr. Nelson is the chair of our audit committee and qualifies as an “audit committee financial expert” as such term is defined under SEC rules. Our audit committee is responsible for, among other things: • overseeing the integrity of our financial statements and the other financial information we provide to our stockholders and other interested parties; • monitoring the periodic reviews of the adequacy of the auditing, accounting, and financial reporting processes and systems of internal control that are conducted by our independent registered public accounting firm and management; • being responsible for the selection, retention, compensation, and termination of our independent registered public accounting firm; • overseeing the independence and performance of our independent registered public accounting firm; • overseeing compliance with applicable legal and regulatory requirements as they relate to our financial statements and disclosure of financial information to our stockholders and other interested parties; • facilitating communication among our independent registered public accounting firm, management, and the Board; • preparing the audit committee report required by SEC rules to be included in our annual proxy statement; and • perform such other duties and responsibilities as are enumerated in and consistent with our audit committee charter. 14
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