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DEF 14A 1 traeger-2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐			Preliminary Proxy Statement

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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Traeger, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Traeger, Inc.

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 14, 2022

1:00 p.m. (Mountain Time)

TRAEGER, INC.

1215 E WILMINGTON AVE., SUITE 200

SALT LAKE CITY, UTAH 84106

April 25, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc. at 1:00 p.m. Mountain Time, on Tuesday, June 14, 2022. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section entitled “Who can attend the Annual Meeting?” on page 4 of the proxy statement for more information about how to attend the meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

Jeremy Andrus

Chief Executive Officer and Chairman of the Board


			Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1

PROXY STATEMENT			2
Proposals			2
Recommendations of the Board			2
Information About This Proxy Statement			3

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING OF STOCKHOLDERS			4

PROPOSALS TO BE VOTED ON			8
Proposal 1: Election of Directors			8
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			12

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			13

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS			14

EXECUTIVE OFFICERS			15

CORPORATE GOVERNANCE			16
General			16
Board Composition			16
Stockholders Agreements			16
Controlled Company Exemption			17
Director Independence			17
Executive Sessions			17
Director Candidates			18
Communications from Interested Parties			18
Board Leadership Structure and Role in Risk Oversight			18
Code of Business Conduct and Ethics			19
Anti-Hedging Policy			19
Attendance by Members of the Board of Directors at Meetings			19

COMMITTEES OF THE BOARD			20
Audit Committee			20
Compensation Committee			20
Nominating and Corporate Governance Committee			21

EXECUTIVE COMPENSATION			23
Summary Compensation Table			23
Narrative to Summary Compensation Table			23
Other Elements of Compensation			25
Outstanding Equity Awards at Fiscal Year-End			26
Executive Compensation Arrangements			26
Director Compensation			27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			31

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			33
Policies and Procedures for Related Person Transactions			33


Relationships and Transactions with Directors, Executive Officers and Significant Stockholders			33

STOCKHOLDERS’ PROPOSALS			35

OTHER MATTERS			35
Delinquent Section 16(a) Reports			35

SOLICITATION OF PROXIES			36

TRAEGER’S ANNUAL REPORT ON FORM 10-K			37


			The Board of Directors unanimously recommends a vote “FOR” the election of each of the below director nominees.


Name	Age	Served as a Director Since	Position with Traeger
Jeremy Andrus	50	2014	Chief Executive Officer and Chairman of the Board
Wendy A. Beck	57	2021	Director
Daniel James	57	2014	Director
Elizabeth C. Lempres	61	2021	Director


Fee Category	2021		2020
Audit Fees (1)	$	1,137,510	$	1,858,711
Audit-Related Fees	—		—
Tax Fees (2)	149,350		200,143
All Other Fees	—		—
Total Fees	$	1,286,860	$	2,058,854


Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards ($)(1)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Jeremy Andrus (4)	2021	461,538	—		116,505,684	21,487,039	19,162	138,473,423
Chief Executive Officer	2020	593,357	—		—	—	29,772	623,129
Dominic Blosil	2021	419,231	750,000	(5)	8,255,067	2,164,621	15,777	11,604,696
Chief Financial Officer	2020	380,769	—		—	311,468	13,115	705,352
Jim Hardy (6)	2021	335,096	—		5,487,598	216,016	13,123	6,051,833
Chief Supply Chain Officer


(1)			With respect to 2021, amounts reflect the grant-date fair value of restricted stock unit awards granted during the year ended December 31, 2021 computed in accordance with ASC Topic 718, Compensation—Stock Compensation. See Note 17 to the financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on March 29, 2022 for a discussion of the relevant assumptions used in calculating these amounts. The performance-based IPO Awards (as defined below) are treated as market condition awards and, as such, the grant date fair value of the awards is the full grant date fair value, as adjusted to reflect any reduction in value that is appropriate for the probability that the market condition might not be met.
(2)			Amounts reflect (i) the grant-date fair value of Class B common units issued as “profits interests” in TGP Holdings, LP granted to Mr. Blosil during the year ended December 31, 2020 and Mr. Hardy during the year ended December 31, 2021 computed in accordance with ASC Topic 718, Compensation—Stock Compensation and (ii) the incremental fair value of the Class B common units associated with the accelerated vesting of the unvested Class B common units held by Messrs. Andrus, Blosil and Hardy in connection with our initial public offering (our “IPO”) in 2021. See Note 17 to the financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on March 29, 2022 for a discussion of the relevant assumptions used in calculating these amounts. Class B common units were intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the Class B common units did not require the payment of an exercise price, for purposes of this table we believe they are most similar to stock options and are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.”
(3)			Amounts include matching contributions under our 401(k) plan.
(4)			In connection with our IPO in August 2021, Mr. Andrus agreed to accept a base salary of $0 per year until the earlier of December 31, 2026 or a change in control of our company. For more information regarding the change to Mr. Andrus’s base salary, see “Executive Compensation Arrangements—Jeremy Andrus Letter Agreement” below.
(5)			Amount reflects a one-time cash bonus paid to Mr. Blosil in August 2021 in connection with our IPO.
(6)			Mr. Hardy’s employment as our Chief Supply Chain Officer commenced in March 2021.


Name	Time-Vesting RSU IPO Award (#)	PSU IPO Award (#)
Jeremy Andrus	2,594,319	5,188,638
Dominic Blosil	357,777	153,333
Jim Hardy	217,777	93,333



Earned PSUs’ Vesting Tranche						Vesting Date
First Vesting Tranche						50% on the first anniversary and 50% on August 2, 2023
Second Vesting Tranche						50% on the second anniversary and 50% on August 2, 2024
Third Vesting Tranche						50% on the third anniversary and 50% on August 2, 2025
Fourth Vesting Tranche						50% on the fourth anniversary and 50% on August 2, 2026
Fifth Vesting Tranche						50% on the fifth anniversary and 50% on August 2, 2027


		Stock Awards
Name	Grant Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1)
Jeremy Andrus	8/2/2021	2,594,319	(2)	31,546,919	5,188,638	(3)	63,093,838
Dominic Blosil	8/2/2021	357,777	(4)	4,350,568	153,333	(3)	1,864,529
Jim Hardy	8/2/2021	217,777	(4)	2,648,168	93,333	(3)	1,134,929
	10/1/2021	21,912	(5)	266,450	—		—


(3)			This PSU award vests upon the achievement of specified stock price goals over a ten-year period from August 2, 2021. The amounts shown represent the number of shares subject to the PSU awards that are eligible to vest based on maximum achievement of the applicable stock price goals. For additional information about the PSUs granted to our named executive officers in connection with our IPO, including the vesting schedule, see “—Equity Compensation—IPO Awards” above.
(4)			This RSU award vests as to 50% of the underlying RSUs on the third and fourth anniversaries of August 2, 2021, subject to the executive’s continued service through each applicable vesting date.


(5)			This RSU award vests as to 100% of the underlying RSUs on April 1, 2022, subject to the executive’s continued employment through such vesting date.


(2)			Amounts include the full value of the named individual’s annual cash retainer (including any cash retainers for service on a committee), including any portion thereof that was paid in the form of fully vested RSUs, pursuant to the named individual’s election under the Deferred Compensation Plan. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Common Stock on the applicable date the cash fees would have otherwise been paid.
(3)			Amount includes portions of an annual fee of $55,000, which, pursuant to a Consulting Agreement with Mr. Marino that was in effect prior to our IPO, was payable in equal installments each calendar quarter for as long as Mr. Marino provided services as a non-employee director on our Board.
(4)			Mses. Beck and Lempres joined our Board in July 2021.
(5)			Mr. Lynch resigned from our Board prior to our IPO.


			•						Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our Board automatically will be granted, on the date on which such Eligible Director is appointed or elected to serve on our Board, an RSU award with a value of approximately $192,500, multiplied by a fraction (i) the numerator of which is the difference between 365 and the number of days from the date of the immediately preceding annual meeting of the Company’s stockholders through the election or appointment date and (ii) the denominator of which is 365. These initial grants will vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date.


(1)			Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2021, which was $12.16.
(2)			This RSU award vests as to 20% of the underlying shares on each of the first, second, third, fourth and fifth anniversaries of August 2, 2021, subject to the executive’s continued service as our Chief Executive Officer or Executive Chairman of our Board through each applicable vesting date.



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	Total ($)
Raul Alvarez	68,260	(2)	192,492	260,752
Wendy Beck (4)	31,027		192,492	223,519
Martin Eltrich	—		—	—
James Ho	—		—	—
Daniel James	—		—	—
Elizabeth Lempres (4)	35,164		192,492	227,656
Fred Lynch (5)	—		—	—
James Manges	—		—	—
Wayne Marino	76,095	(2) (3)	192,492	268,587
Harjit Shoan	—		—	—


(1)			Amounts reflect the full grant date fair value of RSU awards granted during 2021 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the RSU awards granted to our non-employee directors in Note 17 to the financial statements for the fiscal year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on March 29, 2022.


Name						RSU Awards Outstanding at 2021 Fiscal Year End (#) (A)
Raul Alvarez						12,118
Wendy Beck						10,694
Martin Eltrich						—
James Ho						—
Daniel James						—
Elizabeth Lempres						10,694
Fred Lynch						—
James Manges						—
Wayne Marino						11,021
Harjit Shoan						—


Name						Vested and Unsettled RSU Awards Outstanding at 2021 Fiscal Year End (#)
Raul Alvarez						1,424
Wayne Marino						327


			•						Annual Grant: An Eligible Director who is serving on our Board as of the date of the annual meeting of the Company’s stockholders each calendar year (beginning with calendar year 2022) will be granted, on such annual meeting date, an RSU award with a value of approximately $192,500. Each annual grant will vest in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company's stockholders following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Shares Beneficially Owned

5% or Greater Stockholders
AEA Fund (1)	33,519,063	28.4%
Entities affiliated with OTPP (2)	24,693,075	20.9%
Entities affiliated with Trilantic Capital Management L.P. (3)	17,986,994	15.2%
Named Executive Officers and Directors
Jeremy Andrus (4)	9,164,943	7.8%
Dominic Blosil (5)	458,172	*
Jim Hardy (6)	24,200	*
Raul Alvarez (7)	548,627	*
Wendy A. Beck (8)	25,694	*
Martin Eltrich	—	—
James Ho	—	—
Daniel James	—	—
Elizabeth C. Lempres (9)	41,944	*
James Manges	—	—
Wayne Marino (10)	37,339	*
Harjit Shoan	—	—
All directors and executive officers as a group (12 individuals) (11)	10,300,919	8.7%

SEC Form DEF 14A filed by Traeger Inc.