Pay Versus Performance Table

The following table shows, for fiscal years 2021, 2022, 2023 and 2024, the “Total” compensation of our current and former CEOs and the average “Total” compensation for our other NEOs, as presented in the Summary Compensation Table, CAP for our current and former CEOs and the average CAP for other NEOs, Company total shareholder return, total shareholder return of the S&P Food & Beverage Select Industry Index, net income (loss) and our Company selected financial performance measure, Adjusted EBITDA.



									Average Summary				Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Summary Compensation Table Total for Current CEO1 ($)		Summary Compensation Table Total for Former CEO2 ($)		Compensation Actually Paid to Current CEO3 ($)		Compensation Actually Paid to Former CEO3 ($)		Compensation Table Total for Non-CEO NEOs4 ($)		Average Compensation Actually Paid to Non-CEO NEOs5 ($)		Company Total Shareholder Return6 ($)		Peer Group Total Shareholder Return7 ($)		Net Income (Loss)8 (Thousands) ($)		Adjusted EBITDA9 (Thousands) ($)

2024		5,063,349		—		1,596,662		—		1,262,105		758,644		21.93		136.85		(75,042)		154,522
2023		4,765,456		7,741,908		3,752,004		847,657		1,646,461		551,002		39.70		135.55		(116,537)		166,622
2022		—		7,326,221		—		8,910,969		2,631,605		2,762,642		75.34		131.35		77,873		200,616
2021		—		2,886,066		—		6,666,132		989,397		2,191,715		127.32		136.26		77,364		258,938

1.

The amount shown in this column reflects the amount reported in the Total column of the Summary Compensation Table for fiscal years 2024 and 2023 for Wendy P. Davidson, who has served as our President and CEO since January 1, 2023.

2.

The amounts shown in this column reflect the amounts reported in the Total column of the Summary Compensation Table for each applicable fiscal year for Mark L. Schiller, our former President and CEO who departed that role on December 31, 2022.

3.

The amounts shown in these columns reflect the “compensation actually paid” as calculated under SEC rules to Ms. Davidson for fiscal years 2024 and 2023 and to Mr. Schiller for each applicable fiscal year. The following table shows those calculations with respect to fiscal year 2024 for our current CEO.



Calculation of “Compensation Actually Paid” Under SEC Rules – Current CEO, Wendy Davidsona	Fiscal Year 2024 ($)

Amount reported in Total column of Summary Compensation Table		5,063,349
Deduction for amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards)		(4,125,305)
Increase for fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb		1,627,530
Increase/deduction for change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb		(885,746)
Increase/deduction for change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb		(83,166)
Deduction for fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb		—
“Compensation Actually Paid” under SEC rules		1,596,662

a.

The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year.

b.

For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time.

4.

The amounts shown in this column reflect, for each applicable fiscal year, the average of the amounts reported in the Total column of the Summary Compensation Table for the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for each applicable year are as follows: (i) for fiscal year 2024, Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former); (ii) for fiscal year 2023, Wolfgang Goldenitsch, Kristy M. Meringolo, Christopher J. Bellairs (former) and David J. Karch (former); (ii) for fiscal year 2022, Christopher J. Bellairs (former), Wolfgang Goldenitsch, Kristy M. Meringolo, David J. Karch (former), Javier H. Idrovo (former) and Christopher J. Boever (former); and (iii) for fiscal year 2021, Kristy M. Meringolo, Javier H. Idrovo (former), Christopher J. Boever (former) and Jeryl Wolfe (former).

5.

The amounts shown in this column reflect, for each applicable fiscal year, the average amount of “compensation actually paid” as calculated under SEC rules to the Company’s named executive officers other than the CEO. The named executive officers included for this purpose for fiscal year 2024 are Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former). The following table shows those calculations.



Calculation of “Compensation Actually Paid” Under SEC Rules – Average for Non-CEO Named Executive Officersa	Fiscal Year 2024 ($)

Average amount reported in Total column of Summary Compensation Table		1,262,105
Deduction for average amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards)b		(643,876)
Increase for average amount of fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb		275,152
Increase/deduction for average amount of change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb		(102,261)
Increase/deduction for average amount of change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb		(32,476)
Deduction for average amount of fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb		—
Average “Compensation Actually Paid” under SEC rules		758,644

a.

The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year.

b.

For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time.

6.

The amounts shown in the column reflect the cumulative total shareholder return on our common stock during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 in our common stock as of the market close on June 30, 2020.

7.

The amounts shown in the column reflect the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, the published industry index used in the performance graph included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, during the period from June 30, 2020 through the end of the applicable fiscal year, assuming an investment of $100 as of the market close on June 30, 2020.

8.

Represents the amount of net income (loss) reflected in the Company’s audited financial statements for each applicable fiscal year.

9.

Represents the amount of Adjusted EBITDA reported by the Company for each applicable fiscal year. Adjusted EBITDA is the measure selected by the Company under SEC rules as the most important performance measure used to link CAP for the NEOs to Company performance during fiscal year 2024. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A to this proxy statement for additional information on Adjusted EBITDA.

Named Executive Officers, Footnote

The named executive officers included for this purpose for each applicable year are as follows: (i) for fiscal year 2024, Lee A. Boyce, Wolfgang Goldenitsch, Steven R. Golliher, Kristy M. Meringolo and Christopher J. Bellairs (former); (ii) for fiscal year 2023, Wolfgang Goldenitsch, Kristy M. Meringolo, Christopher J. Bellairs (former) and David J. Karch (former); (ii) for fiscal year 2022, Christopher J. Bellairs (former), Wolfgang Goldenitsch, Kristy M. Meringolo, David J. Karch (former), Javier H. Idrovo (former) and Christopher J. Boever (former); and (iii) for fiscal year 2021, Kristy M. Meringolo, Javier H. Idrovo (former), Christopher J. Boever (former) and Jeryl Wolfe (former).

Adjustment To PEO Compensation, Footnote

3.

The amounts shown in these columns reflect the “compensation actually paid” as calculated under SEC rules to Ms. Davidson for fiscal years 2024 and 2023 and to Mr. Schiller for each applicable fiscal year. The following table shows those calculations with respect to fiscal year 2024 for our current CEO.



Calculation of “Compensation Actually Paid” Under SEC Rules – Current CEO, Wendy Davidsona	Fiscal Year 2024 ($)

Amount reported in Total column of Summary Compensation Table		5,063,349
Deduction for amount reported in Stock Awards column of Summary Compensation Table (i.e., grant date fair value of stock awards)		(4,125,305)
Increase for fair value at fiscal year-end of equity awards granted during the fiscal year that remain outstanding at fiscal year-endb		1,627,530
Increase/deduction for change in fair value during the fiscal year of equity awards granted in a prior fiscal year that remain outstanding at fiscal year-endb		(885,746)
Increase/deduction for change in fair value during the fiscal year, as of the vesting date, of equity awards granted in a prior fiscal year that vested in the fiscal yearb		(83,166)
Deduction for fair value at prior fiscal year-end of equity awards granted in a prior fiscal year that failed to meet vesting conditions and were forfeited during the fiscal yearb		—
“Compensation Actually Paid” under SEC rules		1,596,662

a.

The following components of the calculation of “compensation actually paid” under SEC rules were not applicable: adjustments for defined benefit and actuarial pension plans; additions for equity awards that were both granted and vested during the same fiscal year; and additions for the value of dividends or other earnings paid on equity awards during the fiscal year and not otherwise included in the total compensation for the fiscal year.

b.

For all equity awards, our methodology for calculating the fair value remained consistent between the grant date fair value measurement and the subsequent fair value measurements, provided that certain changes to assumptions are reflected in subsequent fair value measurements of PSU awards. Fair values for PSU awards that are based on relative total shareholder return or absolute total shareholder return are measured using a Monte Carlo simulation model in accordance with FASB ASC Topic 718, as described in Note 13 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. For both the Company and constituents of the peer group used for PSU awards based on relative total shareholder return, actual performance through the measurement date is taken into account. Additionally, the Monte Carlo simulation model requires the use of certain assumptions, which include assumptions relating to expected share price volatility, risk-free interest rate and, for relative total shareholder return PSUs, correlation coefficients, which factors inherently change over time.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 758,644

551,002

2,762,642

2,191,715

Compensation Actually Paid vs. Total Shareholder Return

The following graph shows the relationship among (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs in fiscal years 2021, 2022, 2023 and 2024, (2) the cumulative total shareholder return on our common stock and (3) the cumulative total shareholder return of the S&P Food & Beverage Select Industry Index, in the case of clauses (2) and (3) during the period from June 30, 2020 through June 30, 2024, assuming an investment of $100 as of the market close on June 30, 2020.

Compensation Actually Paid vs. Company Selected Measure

The following graph shows the relationship between (1) the CAP to our current CEO and our former CEO and the average of the CAP to our remaining NEOs and (2) Adjusted EBITDA, in each case in fiscal years 2021, 2022, 2023 and 2024.

Tabular List, Table

Following is a list of the most important performance measures used to link CAP for the NEOs to Company performance during fiscal year 2024:

•

Adjusted EBITDA

•

Net Sales

•

Relative Total Shareholder Return

•

Company Total Shareholder Return

Peer Group Total Shareholder Return Amount

136.85

135.55

131.35

136.26

Company Selected Measure Amount

154,522,000

166,622,000

200,616,000

258,938,000

Pay vs Performance Disclosure

Non-GAAP Measure Description

9.

Represents the amount of Adjusted EBITDA reported by the Company for each applicable fiscal year. Adjusted EBITDA is the measure selected by the Company under SEC rules as the most important performance measure used to link CAP for the NEOs to Company performance during fiscal year 2024. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A to this proxy statement for additional information on Adjusted EBITDA.