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Pay vs Performance Disclosure
pure in Thousands
12 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between our financial performance and the “compensation actually paid” to our principal executive officer (“PEO”) and our non-PEO NEOs (on average). Compensation actually paid, or “CAP,” is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our named executive officers. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to the Compensation Discussion & Analysis.
Pay Versus Performance Table
Year(1)
Summary
Compensation
Table Total for
PEO
($)
Compensation
Actually Paid
to PEO
(2)(3)
($)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($)
Average
Compensation
Actually Paid to
Non-PEO
NEOs
(2)(3)
($)
Value of Initial Fixed
$100 Investment Based
on:
Net
Income
(GAAP)
(5)
($)
Company
Selected
Measure:
Adjusted
EBITDA
(5)(6)
($)
Total
Shareholder
Return
($)
Peer
Group
TSR
(4)
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2023 2,214,740 201,865 700,306 307,900 37.74 115.92 (79,180) (16,380)
2022 3,292,209 (1,451,470) 915,235 365,754 63.90 112.95 (16,255) 19,059
2021 3,186,683 6,428,881 797,159 1,156,355 172.89 146.03 (42,225) 16,611
(1)
The Principal Executive Officer (“PEO”) in all three reporting years is D. Deverl Maserang II. The non-PEO NEOs in the 2023 reporting year are Scott R. Drake, Amber D. Jefferson, Ruben E. Inofuentes, Maurice S.J. Moragne and Jared G. Vitemb. The non-PEO NEOs in the 2022 reporting year are Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne and Amber D. Jefferson. The non-PEO NEOs in the 2021 reporting year are Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne, Jennifer H. Brown and Ronald J. Friedman.
(2)
The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for the applicable year were adjusted as follows:
2023
2022
2021
Average
Average
Average
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-PEO
NEOs
($)
Summary Compensation Table (SCT) Total
2,214,740 700,306 3,292,209 915,235 3,186,683 797,159
Less Stock Award Value Reported in SCT for the Covered Year
(1,499,994) (294,996) (2,006,755) (368,747) (1,899,995) (303,491)
Plus Year End Fair Value of
Equity Awards Granted
During the Covered Year
that Remain Outstanding
and Unvested as of Last
Day of the Covered Year
649,216 103,429 1,056,305 233,293 4,939,608 574,404
Plus Year over Year Change
in Fair Value as of the
Last Day of the Covered
Year of Outstanding and
Unvested Equity Awards
Granted in Prior Years
(461,188) (37,495) (3,177,131) (305,802) 202,586 75,339
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
0 0 0 0 0 0
Plus Year over Year Change
in Fair Value as of the
Vesting Date of Equity
Awards Granted in Prior
Years that Vested During
the Covered Year
(700,909) (52,201) (132,863) (81,645) 0 24,021
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year
0 (111,143) (483,235) (26,579) 0 (11,076)
Compensation Actually Paid
201,865 307,900 (1,451,470) 365,754 6,428,881 1,156,355
(3)
The assumptions we used to calculate the values for restricted stock performance and performance share awards included in the calculation of “compensation actually paid” did not differ materially from those used to calculate grant date fair value for such awards.
(4)
The peer group (“Peer Group”) selected by the Company for purposes of the total shareholder return (“TSR”) benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Beyond Meat, Inc., Bridgford Foods Corporation, Calavo Growers, Inc., Freshpet, Inc., Hostess Brands, Inc., J&J Snack Foods Corp., John B Sanfilippo & Son, Inc., MGP Ingredients, Inc., NewAge, Inc., SunOpta, Inc., The Duckhorn Portfolio, Inc., The Simply Good Foods Company, Utz Brands, Inc., Vital Farms, Inc. and Whole Earth Brands, Inc.
(5)
Values shown are in thousands.
(6)
We present Adjusted EBITDA in our quarterly earnings releases, which is a non-GAAP financial
measurement. We use Adjusted EBITDA as a performance measure, which permits a comparative assessment of our operating performance relative to our performance based upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. For further information regarding the calculation of adjusted EBITDA for fiscal 2023, 2022 and 2021, refer to our Annual Report on Form 10-K and the Compensation Discussion and Analysis in the Definitive Proxy Statement for each fiscal year.
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote
(1)
The Principal Executive Officer (“PEO”) in all three reporting years is D. Deverl Maserang II. The non-PEO NEOs in the 2023 reporting year are Scott R. Drake, Amber D. Jefferson, Ruben E. Inofuentes, Maurice S.J. Moragne and Jared G. Vitemb. The non-PEO NEOs in the 2022 reporting year are Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne and Amber D. Jefferson. The non-PEO NEOs in the 2021 reporting year are Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne, Jennifer H. Brown and Ronald J. Friedman.
   
Peer Group Issuers, Footnote
(4)
The peer group (“Peer Group”) selected by the Company for purposes of the total shareholder return (“TSR”) benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Beyond Meat, Inc., Bridgford Foods Corporation, Calavo Growers, Inc., Freshpet, Inc., Hostess Brands, Inc., J&J Snack Foods Corp., John B Sanfilippo & Son, Inc., MGP Ingredients, Inc., NewAge, Inc., SunOpta, Inc., The Duckhorn Portfolio, Inc., The Simply Good Foods Company, Utz Brands, Inc., Vital Farms, Inc. and Whole Earth Brands, Inc.
   
PEO Total Compensation Amount $ 2,214,740 $ 3,292,209 $ 3,186,683
PEO Actually Paid Compensation Amount $ 201,865 (1,451,470) 6,428,881
Adjustment To PEO Compensation, Footnote
(2)
The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for the applicable year were adjusted as follows:
2023
2022
2021
Average
Average
Average
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-PEO
NEOs
($)
Summary Compensation Table (SCT) Total
2,214,740 700,306 3,292,209 915,235 3,186,683 797,159
Less Stock Award Value Reported in SCT for the Covered Year
(1,499,994) (294,996) (2,006,755) (368,747) (1,899,995) (303,491)
Plus Year End Fair Value of
Equity Awards Granted
During the Covered Year
that Remain Outstanding
and Unvested as of Last
Day of the Covered Year
649,216 103,429 1,056,305 233,293 4,939,608 574,404
Plus Year over Year Change
in Fair Value as of the
Last Day of the Covered
Year of Outstanding and
Unvested Equity Awards
Granted in Prior Years
(461,188) (37,495) (3,177,131) (305,802) 202,586 75,339
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
0 0 0 0 0 0
Plus Year over Year Change
in Fair Value as of the
Vesting Date of Equity
Awards Granted in Prior
Years that Vested During
the Covered Year
(700,909) (52,201) (132,863) (81,645) 0 24,021
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year
0 (111,143) (483,235) (26,579) 0 (11,076)
Compensation Actually Paid
201,865 307,900 (1,451,470) 365,754 6,428,881 1,156,355
   
Non-PEO NEO Average Total Compensation Amount $ 700,306 915,235 797,159
Non-PEO NEO Average Compensation Actually Paid Amount $ 307,900 365,754 1,156,355
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for the applicable year were adjusted as follows:
2023
2022
2021
Average
Average
Average
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-
PEO
NEOs
($)
PEO
($)
Non-PEO
NEOs
($)
Summary Compensation Table (SCT) Total
2,214,740 700,306 3,292,209 915,235 3,186,683 797,159
Less Stock Award Value Reported in SCT for the Covered Year
(1,499,994) (294,996) (2,006,755) (368,747) (1,899,995) (303,491)
Plus Year End Fair Value of
Equity Awards Granted
During the Covered Year
that Remain Outstanding
and Unvested as of Last
Day of the Covered Year
649,216 103,429 1,056,305 233,293 4,939,608 574,404
Plus Year over Year Change
in Fair Value as of the
Last Day of the Covered
Year of Outstanding and
Unvested Equity Awards
Granted in Prior Years
(461,188) (37,495) (3,177,131) (305,802) 202,586 75,339
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year
0 0 0 0 0 0
Plus Year over Year Change
in Fair Value as of the
Vesting Date of Equity
Awards Granted in Prior
Years that Vested During
the Covered Year
(700,909) (52,201) (132,863) (81,645) 0 24,021
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year
0 (111,143) (483,235) (26,579) 0 (11,076)
Compensation Actually Paid
201,865 307,900 (1,451,470) 365,754 6,428,881 1,156,355
   
Compensation Actually Paid vs. Total Shareholder Return
The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and non-PEO NEOs (on average), the Company’s cumulative indexed TSR and our peer group TSR:
[MISSING IMAGE: bc_paidvstsr-4clr.jpg]
   
Compensation Actually Paid vs. Net Income
The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and our non-PEO NEOs (on average) and the Company’s net income (loss).
[MISSING IMAGE: bc_paidvsnetincome-4clr.jpg]
   
Compensation Actually Paid vs. Company Selected Measure
The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and our non-PEO NEOs (on average) and the Company-Selected Measure, Adjusted EBITDA.
[MISSING IMAGE: bc_paidvsadjust-4clr.jpg]
   
Tabular List, Table
Financial Performance Measures
The following is a list of financial performance measures, which in our assessment represent the most important measures used by the Company to link compensation actually paid to the Company’s PEO and non-PEO NEOs to Company performance for fiscal 2023:

Adjusted EBTIDA

TSR
Both adjusted EBITDA and TSR are used for purposes of determining payouts for the 2023 PBRSU Grants under our 2023 LTI plan. Our Company Selected Measure, Adjusted EBITDA, is also used as the sole metric in the 2023 STI Plan. Please refer to the Compensation Discussion and Analysis for a further description of these metrics and how they are used in the Company’s executive compensation programs.
   
Total Shareholder Return Amount $ 37.74 63.9 172.89
Peer Group Total Shareholder Return Amount 115.92 112.95 146.03
Net Income (Loss) $ (79,180,000) $ (16,255,000) $ (42,225,000)
Company Selected Measure Amount (16,380) 19,059 16,611
PEO Name D. Deverl Maserang II    
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBTIDA    
Non-GAAP Measure Description
(6)
We present Adjusted EBITDA in our quarterly earnings releases, which is a non-GAAP financial
measurement. We use Adjusted EBITDA as a performance measure, which permits a comparative assessment of our operating performance relative to our performance based upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. For further information regarding the calculation of adjusted EBITDA for fiscal 2023, 2022 and 2021, refer to our Annual Report on Form 10-K and the Compensation Discussion and Analysis in the Definitive Proxy Statement for each fiscal year.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name TSR    
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,499,994) $ (2,006,755) $ (1,899,995)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 649,216 1,056,305 4,939,608
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (461,188) (3,177,131) 202,586
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (700,909) (132,863) 0
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (483,235) 0
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (294,996) (368,747) (303,491)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 103,429 233,293 574,404
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (37,495) (305,802) 75,339
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (52,201) (81,645) 24,021
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (111,143) $ (26,579) $ (11,076)