What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-03 compared with 2021-03-18 · 69 added, 1211 removed, 139 unchanged (90% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is properly and timely reported and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial reporting.

Furthermore, effectiveness of an internal control system in future periods cannot be guaranteed because the design of any system of internal controls is based in part upon assumptions about the likelihood of future events.

There can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions.

Over time certain controls may become inadequate because of changes in business conditions, or the degree of compliance with policies and procedures may deteriorate.

As such, misstatements due to error or fraud may occur and not be detected.

We have evaluated the effectiveness of our disclosure controls and procedures as of January 3, 2021 with the participation, and under the supervision, of our management, including our Chief Executive Officer and Chief Financial Officer.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 3, 2021, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the most recently completed quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have established disclosure controls and procedures (as defined in Rules 13a-15e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that information relating to the Company is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective at a level of reasonable assurance.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

As discussed elsewhere in this Annual Report, we completed the Business Combination on August 28, 2020.

Prior to the Business Combination, UBH was a privately held company and therefore its controls were not required to be designed or maintained in accordance with Exchange Act Rule 13a-15.

The design of public company internal controls over financial reporting for the Company following the Business Combination has required and will continue to require significant time and resources from our management and other personnel.

Furthermore, CCH, the legal acquirer in the Business Combination, was a non-operating public shell company prior to the Business Combination, and as such the internal controls of CCH no longer exist as of the assessment date.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of January 3, 2021.

Therefore, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC’s Compliance and Disclosure Interpretations.

In the future, management’s assessment of our internal control over financial reporting will include an evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and our overall control environment.

In making this assessment, management will use the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework Scope of the Controls Evaluation (2013 Framework).

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organization of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 2, 2022.

The effectiveness of the Company’s internal control over financial reporting as of January 2, 2022 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included herein.

Remediation of Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or deleted on a timely basis.

As previously disclosed in our January 3, 2021 10-K/A, our management concluded that there was a material weakness in our internal controls over financing reporting as we did not maintain effective internal control in the design and operating effectiveness of certain financial reporting related controls over the correct application of generally accepted accounting principles in the Unites States of America for stock warrants.

Specifically, we determined that we had control deficiencies related to our accounting function’s failure to timely identify adjustments for stock warrants, and we did not adequately review or oversee the work of external specialists to assist us in the preparation of our financial statements and in our compliance with SEC reporting obligations.

During the year ended January 2, 2022 we took the following steps to remediate this material weakness:

• standardized our controls and procedures over accounting and financial reporting as part of our preparation for management’s initial report under section 404(a) of the Sarbanes-Oxley Act of 2002

• formalized our internal review process related to non-routine transactions;

• enhanced our reviews of accounting estimates performed by external specialists.

As of January 2, 2022, we concluded that the material weakness was sufficiently remediated.

Changes in Internal Control Over Financial Reporting

Other than the remediation discussed above, there was no other change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Other information required by this item will be set forth in our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders under the captions “ Executive Officers of Utz Brands, Inc.

The following table sets forth information regarding our directors, including their ages as of January 3, 2021:

Board of Directors

Name Age Title

Deromedi 67 Chairman;

Lissette 49 Chief Executive Officer;

Rice 78 Director;

Chairman Emeritus;

Special Advisor

Steeneck 62 Director;

Chair, Audit Committee

Altmeyer 61 Director;

Chair, Nominating and Corporate Governance Committee

Brown 58 Director

Christina Choi 43 Director

Fernandez 61 Director

Giordano 42 Director;

Chair, Compensation Committee

John Lindeman 50 Director

Executive Officers

Name Age Title

Lissette 49 Chief Executive Officer

Eric Aumen 44 Vice President and Chief Accounting Officer

Cary Devore 48 Executive Vice President, Chief Financial Officer

Ajay Kataria 44 Executive Vice President, Finance & Accounting

Thomas (Tucker) Lawrence 52 Executive Vice President & Chief Supply Chain Officer

Mark Schreiber 56 Executive Vice President & Chief Customer Officer, Sales and Marketing

James Sponaugle 44 Senior Vice President Human Resources and Personnel Development

Staub 54 Executive Vice President & Chief Administrative Officer

Eric Aumen , serves as the Vice President, Chief Accounting Officer of Utz, having served in this role since May 2020.

Prior to joining Utz, Mr.

Aumen served as Vice President and Controller of Element Fleet Management Corporation (TSX:

EFN), a commercial motor vehicle management company from May 2016 until May 2020.

Prior to Element Fleet, from May 2014 until October 2015, Mr.

Aumen served as Chief Accounting Officer of Apex Tool Group, LLC, a hand and power tools manufacturer and marketer.

Prior to his role at Apex Tool Group, Mr.

Aumen served as Vice President, Corporate Controller for Colfax Corporation (NYSE:

CFX), an American corporation manufacturing welding, air and gas handling equipment, and medical devices, and began his career with Deloitte & Touche LLP, an accounting organization and the largest professional services network in the world by revenue and number of professionals, most recently as Audit Manager.

From 2012 until 2020, Mr.

Aumen served as a member of the Advisory Board of Pennsylvania State University, Mont Alto Campus.

Aumen is a Certified Public Accountant and earned his Bachelor of Science in Accounting with a minor in Supply Chain Management from The Pennsylvania State University.

Cary Devore , serves as Executive Vice President and Chief Financial Officer of Utz, having served in this role since July 2019.

Devore joined the Utz companies in November 2016 as the lead representative of Metropoulos & Co.

on the Board of Managers of the Continuing Members, where he worked alongside Dylan Lissette to drive our acquisition and value creation efforts, and became Executive Vice President and Chief Financial Officer in July 2019.

Prior to serving as Chief Financial Officer, Mr.

Devore served as Executive Vice President since December 2017 and as Senior Vice President from November 2016 until December 2017.

From November 2014 until August 2017, Mr.

Devore was a Managing Director of Metropoulos & Co., a private equity firm, where he focused on direct equity investments in the food and beverage sector.

Prior to his service at Metropoulos, from October 2009 through August 2014, Mr.

Devore was Co-Founder and Managing Director of SilverStream Capital, LLC, a family office focused on investments in healthcare and technology.

From October 2005 through June 2009, Mr.

Devore co-founded and led HBK Private Equity, LLC, the private equity arm of the hedge fund HBK Capital Management.

Earlier in his career, Mr.

Devore worked for Jordan Industries, Inc., an affiliate of The Jordan Company from May 1996 to July 2002, focusing on middle market buy and build strategies, as well as at UBS Investment Bank, an investment bank, from August 2004 to October 2005 and Price Waterhouse LLP, a multinational professional services network of firms, from August 1994 to May 1996.

Devore graduated from the University of Illinois with a Bachelor of Science in Accounting, Magna Cum Laude, and received his MBA from the University of Michigan with High Honors.

Ajay Kataria , serves as Executive Vice President of Finance and Accounting at Utz, having served in this role since July 2019.

Kataria joined the Utz companies in July 2017 as Senior Vice President of Finance and Treasury to support our financial planning, analytics and business transformation efforts, and became Executive Vice President in July 2019.

Prior to joining the Utz companies, from April 2016 until July 2017, Mr.

Kataria served as Vice President of Global Finance and Strategy at Armstrong Flooring, Inc., a producer of residential and commercial flooring products.

Prior to his time at Armstrong, from August 2014 until April 2016, Mr.

Kataria served as Vice President of Supply Chain Finance at Chobani, Inc., a producer of Greek yogurt and dairy products.

Prior to Chobani, Mr.

Kataria worked for ten years at PepsiCo, an American multinational food, snack, and beverage corporation, in various supply chain and finance roles of increasing responsibility.

Kataria holds a Bachelor of Technology from the National Institute of Technology, India and earned his MBA from Southern Methodist University, Cox School of Business.

Thomas (Tucker) Lawrence , serves as Executive Vice President and Chief Supply Chain Officer for Utz, having served in this role since January 2015.

Lawrence was a member of the Board of Managers of the Continuing Members from June 2014 until August 2020.

Lawrence joined the Utz companies in September 2004, holding various positions, including roles in Manufacturing and Strategic Planning.

Prior to joining the Utz companies, Mr.

Lawrence served as Director of Operations for Glatfelter, a global supplier of specialty paper, where he was employed from June 1993 to September 2004.

Lawrence started his career in the paper and packaging industry, working for Westvaco (now part of WestRock), an American corrugated packaging company, from June 1990 to June 1993.

Lawrence holds a Bachelor of Science in Chemical Engineering from The Pennsylvania State University.

Mark Schreiber , serves as Executive Vice President and Chief Customer Operating Officer, Sales and Marketing at Utz, having served in this role since October 2020, and as Chief Customer Officer from April 2017 until October 2020.

Prior to his service at the Utz companies, Mr.

Schreiber served as the Senior Vice President of Sales and Operations for Pepperidge Farm, Inc., a commercial bakery that was acquired by Campbell Soup Company, and on the Global Sales Leadership team for Campbell Soup Company, a processed food and snack company, from January 2008 to April 2017.

Schreiber also worked at Pepperidge Farm, Inc., an American commercial bakery, as Customer Vice President from January 2002 until January 2008, and as Vice President Customer Trade Marketing from January 1999 until January 2002.

Prior to Pepperidge Farm, from January 1987 to January 1999, Mr.

Schreiber began his career at Frito-Lay, a manufacturer of corn chips, potato chips and other snack foods, performing various roles in sales, strategic accounts, supply chain, marketing and DSD strategic operations.

Schreiber is a current member of the Food Industry Association and has served as a Sales Executive Board Member of the Grocery Manufacturers Association from 2010 until 2016.

Schreiber holds a Bachelor of Science in Marketing from The Pennsylvania State University.

Staub , serves as Executive Vice President and Chief Administration Officer at Utz, having served in these roles since April 2017.

Staub was a member of the Board of Managers of the Continuing Members from March 2008 until August 2020.

Staub joined the Utz companies in February 1997 and has held financial positions with increasing responsibility including Controller from March 1999 to July 2002, Vice President — Finance from July 2002 to July 2012, and Executive VP & Chief Financial Officer from July 2012 to April 2017.

Prior to joining the Utz companies, Mr.

Staub served as an Account Supervisor for United Defense, a government contractor, from March 1996 until February 1997 and as an Accountant at Glatfelter Paper Company, a paper and packaging company, from September 1988 until March 1996.

Staub holds a Bachelor of Arts in Mathematics from Western Maryland College and earned his MBA from York College of Pennsylvania.

James (Jim) Sponaugle , serves as the Senior Vice President, Human Resources & Personnel Development at Utz, having served in this role since February 2020.

Prior to joining the Utz companies, from January 2009 until January 2020, Mr.

Sponaugle worked at the Stewart Companies family of businesses, a company handling the entire range of construction-related services.

Starting with Poole Construction from January 2009 to June 2010, and then moving to Riley Welding and Fabricating, a metal fabrication division of Stewart Companies, a full-service construction-related services company, serving as General Manager and Vice President from June 2010 until March 2018.

Sponaugle was promoted to Executive Vice President and added the responsibility of running Stewart & Tate Construction Industrial Division starting March 2018 through January 2020, while also maintaining his responsibilities at Riley Welding and Fabricating.

Sponaugle started his career with Cintas Corporation in January of 1999, and for close to a decade held various leadership roles in Sales and Operations finishing his career as a General Manager overseeing approximately 55 routes and Service Sales representatives.

Cintas is a public company operating nearly 500 facilities in North America - including five manufacturing facilities and eleven distribution centers.

Sponaugle serves on the Board of Directors of the Hanover Area Chamber of Commerce and serves as the Chairman of the Board of Directors of the YMCA of Hanover.

Sponaugle earned his Bachelor of Science in Business Management from Cornell University.

Deromedi has served as a member of the Board of Directors of the Company since 2018.

Deromedi serves as the Chairman of Utz and was Co-Executive Chairman of Collier Creek from June 1, 2018 through the Closing of the Business Combination.

Deromedi has over 40 years of operational experience in the consumer goods sector, overseeing multiple businesses and iconic consumer brands.

Deromedi was Independent Chairman and Lead Director of Pinnacle Foods from April 2016 to October 2018 and was Non-Executive Chairman from July 2009 to April 2016 and Executive Chairman from April 2007 to July 2009.

Deromedi also was an advisor to Blackstone in relation to their acquisition of the company in April 2007.

Pinnacle Foods was a manufacturer and marketer of consumer branded food products, whose key brands include Birds Eye (frozen vegetables, meals, and sides), Duncan Hines (desserts), Vlasic (pickles), Wishbone (salad dressings), Aunt Jemima (breakfast products), Mrs.

Butterworth and Log Cabin (syrups), Udi’s and Glutino (gluten-free products), and Gardein (plant-based entrees and meat substitutes), among others.

Deromedi’s tenure, the company acquired and successfully integrated multiple businesses including Birds Eye Foods, Wishbone, Gardein, and Boulder Brands.

From July 2013 to June 2015, Mr.

Deromedi was an Executive Advisor for Blackstone in the consumer goods sector, and was an independent advisor to Blackstone from 2007 to 2013.

From 2003 to 2006, Mr.

Deromedi was Chief Executive Officer of Kraft, at the time one of the world’s largest food companies, with iconic brands such as Kraft, Maxwell House, Nabisco, Oscar Mayer and Philadelphia.

During this time, Mr.

Deromedi integrated Kraft’s separate North American and International businesses.

Prior to this, Mr.

Deromedi was Co-CEO of Kraft from 2001 to 2003 during which time there was an initial public offering of the company, raising approximately $8.7 billion in gross proceeds.

Deromedi was previously President of Kraft Foods International, President of the company’s Asia Pacific business, and President of Kraft’s Western European business, based in Zurich.

Deromedi also served as Area Director of the company’s business in France, Iberia and Benelux, based in Paris, and was General Manager of Kraft’s cheese and specialty products businesses in the United States.

Deromedi began his career with General Foods, Kraft’s predecessor company, in 1977 where he held various marketing positions.

Deromedi previously served on the board of directors of Pinnacle Foods from 2007 to 2018, Kraft from 2001 to 2006 and The Gillette Company, Inc.

from 2003 to 2005 (when the company was merged with The Procter & Gamble Company).

Deromedi earned an M.B.A.

from the Stanford Graduate School of Business and a B.A.

in economics and mathematics from Vanderbilt University.

Lissette has served as a member of the Board of Directors of the Company since August 2020.

Lissette is the Chief Executive Officer of Utz.

Lissette has served as the Vice Chairman, President and Chief Executive Officer of the Utz companies since assuming the role in January 2013 and upon the Closing of the Business Combination, Mr.

Lissette was appointed our Chief Executive Officer.

Lissette also served as the sole manager of UBH from September 2016 through the Closing of the Business Combination.

In addition, Mr.

Lissette has served as a member of the Board of Managers of the Continuing Members since June 2004.

Prior to serving as Chief Executive Officer, Mr.

Lissette served as Chief Operating Officer from January 2011 to January 2013 and Executive Vice President of Sales and Marketing from January 2008 to January 2011.

Prior to his service as an executive officer of the Utz companies, Mr.

Lissette served the Utz companies in several capacities since joining in 1995, including serving as Retail Sales Manager, Key Account Director, and Director of Marketing.

Lissette was promoted to the position of Senior Vice President — Sales Operations where he had direct responsibility for route sales development in our Mid-Atlantic core markets and system-wide administration of the company’s DSD operations.

Lissette represents the fourth generation of family leadership and involvement at the family-owned company, and is the son-in-law of Michael W.

Rice, who serves as our Chairman Emeritus and is a member of our Board of Directors.

Lissette also served on the Board of Directors of Hanover Hospital from August 2011 until August 2018.

Lissette holds a Bachelor of Science degree in Business Economics and Public Policy from The George Washington University.

Rice has served as a member of the Board of Directors of the Company since August 2020.

Rice serves as our Chairman Emeritus and prior to the Closing of the Business Combination, was Executive Chairman of UBH, having assumed this position in December 2012 following his role as Chairman of the Board and Chief Executive Officer of the Utz companies from 1992 until 2012.

Rice served as President and Chief Executive Officer of the Utz companies from 1978 until 1992.

Prior to serving as Chief Executive Officer, Mr.

Rice served as Executive Vice President of the Utz companies from 1970 to 1978.

Rice also serves as a Member of the Board of Managers of the Continuing Members.

Rice is a graduate of Mount St.

Mary’s University and holds a law degree from George Washington University School of Law.

Rice is the father-in-law of Dylan Lissette, who serves as our Chief Executive Officer and is a member of our Board of Directors.

Steeneck has served as a member of the Board of Directors of the Company since 2018.

Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods, a packaged foods company, from July 2007 to January 2019, where he oversaw the company’s financial operations, treasury, tax, investor relations, corporate development and information technology functions and was an integral part of Pinnacle Foods’s integration team for several of its acquisitions.

From 2005 to 2007, Mr.

Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods, helping to redesign the supply chain to generate savings and improve financial performance.

From 2003 to 2005, Mr.

Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Destinations, Inc.), an American timeshare company, playing key roles in wide-scale organization of internal processes and staff management.

From 2001 to 2003, he served as Chief Financial Officer of Resorts Condominiums International (now Wyndham Destinations, Inc.), an American timeshare exchange company.

From 1999 to 2001, Mr.

Steeneck was the Chief Financial Officer of International Home Foods, Inc., a manufacturer of packaged food products acquired by ConAgra Foods in 2000.

Steeneck has served on the board of directors and as chairman of the audit committee of Freshpet, Inc.

FRPT), an American pet food company, since November 2014, as a director and chairman of the audit committee of Hostess Brands, Inc.

TWNK), an American sweet baked goods company, since November 2016, and as a director of KIND Inc., a snack food company, from May 2019 to June 2020.

Steeneck was the lead independent director of Hostess Brands, Inc.

from January 2019 to December 2019.

Steeneck received his Bachelor of Science in Accounting from the University of Rhode Island.

Brown has served as a member of the Board of Directors of the Company since August 2020.

Brown is a Member of the Board of Managers of the Continuing Members, having served in this role since June 1999.

Brown is the Founder and CEO of Sageworth, an entity comprised of Sageworth Holdings, LLC (“Sageworth Holdings”), Sageworth Trust Company and Sageworth Trust Company of South Dakota that provides investment management, fiduciary and planning services to highly successful individuals and families, and has served as its President and Chief Executive Officer since January 2001.

As an attorney, accountant and the Founder, President and Chief Executive Officer of Sageworth, Mr.

Brown brings extensive business, financial, legal and accounting knowledge to his position on the Board of Managers of the Continuing Members.

Brown also serves on the Board of Directors of Penn State Health, a large hospital system, as the Chair of Penn State Health’s Finance Committee, Chair of Penn State Health’s Investment Committee, and member of Penn State Health’s Executive Committee.

Brown also serves on the Board of Directors of Chief Executives Organization, as International Chair-elect, and member of Chief Executives Organization’s Executive Committee, and as a former Chair of Chief Executives Organization’s Finance and Administration Committee.

Brown is a member of Young Presidents Organization and has served as its chair emeritus, chair, education officer and finance officer of the Pennsylvania chapter.

Brown helped found the S.

Dale High Family Business Center at Elizabethtown College, is a founding director of Music for Everyone, former trustee of the Pennsylvania Academy of Music, past general counsel and secretary of The Lancaster Alliance, past president of the Lancaster Museum of Art, past director of Harb-Adult, a homeless shelter, and a co-founder and manager of The Churchill Society.

Brown received his Juris Doctor degree from the Georgetown University Law Center in Washington, D.C., and a Bachelor of Science in accounting from Penn State, graduating with highest distinction.

Christina Choi has served as a member of the Board of Directors of the Company since August 2020.

Choi is currently Senior Vice President of Marketing and a member of the North America marketing leadership team for Diageo, a global leader in alcoholic beverages.

Choi joined Diageo in January 2019 to lead the Gin, Rum & Tequila categories across North America, including consumer brands such as Tanqueray Gin, Captain Morgan Rum, and Don Julio Tequila.

Choi is responsible for category strategy, brand marketing, and commercialization activities across this portfolio.

Prior to Diageo, Ms.

Choi served as Global Marketing Vice President for Anheuser-Busch InBev, the world’s largest brewer, from March 2013 to January 2019.

In this role, Ms.

Choi developed the global launch strategy for Michelob Ultra, delivered double digital global sales growth for Stella Artois including leading two Super Bowl marketing campaigns, and oversaw the development and commercialization of several emerging brands.

From 2006 to 2012, Ms.

Choi held various marketing and innovation roles within the personal care business of Unilever plc, based in the U.S.

and Singapore.

Choi led multiple brands, and innovation launches globally, including across the U.S., Southeast Asia, Middle East, and Africa, among others.

Choi began her career in financial services at Goldman Sachs in the Credit Risk Management and Advisory group and Goldman Sachs Asset Management.

Choi holds an MBA from Harvard Business School and a BA in Economics from Vassar College.

Giordano has served as a member of the Board of Directors of the Company since 2018.

Giordano was the Co-Executive Chairman, principal executive officer and principal financial and accounting officer of Collier Creek from June 1, 2018 until the Closing of the Business Combination.

Giordano has over 15 years of investment and acquisition experience, with a focus in the consumer goods and related sectors.

Giordano has been a Senior Managing Director at CC Capital Partners, LLC (affiliates of whom are indirect owners of Utz Brands securities through CC Collier Holdings LLC), a private investment firm, since November 2018.

Giordano has been EVP Corporate Development for CC Neuberger Principal Holdings II, a special purpose acquisition company, since July 2020 and EVP Corporate Development for CC Neuberger Principal Holdings III, a special purpose acquisition company, since August 2020.

Previously, Mr.

Giordano was a Managing Director in the private equity group at Blackstone where he oversaw investments in the consumer, education, packaging and chemicals sectors.

During his tenure at Blackstone from 2006 to October 2017, Mr.

Giordano was involved in 12 initial and follow-on acquisitions representing over $10 billion of transaction value, including several investments in consumer, retail and related businesses.

Prior to Blackstone, Mr.

Giordano was a private equity investment professional at Bain Capital, LP, one of the world's leading multi-asset alternative investment firms, and an investment banker with Goldman, Sachs, & Co., a leading global investment banking, securities and investment management firm.

Giordano previously served on the board of directors of Pinnacle Foods, Inc., a U.S.-based manufacturer and marketer of branded food products, from 2007 to September 2015, Crocs, Inc.

CROX), a global supplier of branded footwear, from January 2015 to October 2017, AVINTIV, a global supplier of specialty materials primarily sold to consumer goods manufacturers, from January 2011 to October 2015, Outerstuff LLC, a leading U.S.

supplier of licensed children’s sports apparel, from May 2014 to October 2017, Ascend Learning, LLC, a provider of online professional training tools and educational software, from July 2017 to October 2017, and HealthMarkets, Inc., a direct-to-consumer provider of health, life, supplemental, and other insurance and related products, from February 2009 to October 2017.

Giordano earned an M.B.A.

with high distinction from Harvard Business School, where he was a Baker Scholar, and an A.B.

with high honors in economics from Dartmouth College.

Fernandez has served as a member of the Board of Directors of the Company since 2018.

Fernandez served as Executive Vice President and Chief Supply Chain Officer of Pinnacle Foods, a packaged foods company, from February 2011 to June 2016, where he was responsible for managing all aspects of the supply chain including procurement, manufacturing, distribution, product quality, innovation and sustainability.

Fernandez also led Pinnacle Foods’s “maximizing value through productivity” continuous improvement initiatives, realizing gross savings of approximately 4% of cost of products sold annually.

Fernandez was a key leader and closely involved in Pinnacle Foods’s acquisition, integration and synergy realization efforts.

Prior to Pinnacle Foods, Mr.

Fernandez was Senior Vice President, Operations Excellence at Kraft Foods, Inc., an American food manufacturing and processing conglomerate, from 2010 to 2011.

Prior to Kraft, Mr.

Fernandez was Chief Supply Chain Officer at Cadbury plc, or Cadbury, a British multinational confectionery company, from 2008 to 2010, where he managed a supply chain with total costs of approximately $7 billion, 67 manufacturing facilities and over 20,000 employees.

From 2000 to 2010, Mr.

Fernandez held several senior supply chain roles within Cadbury.

Prior to Cadbury, Mr.

Fernandez held various supply chain and related roles at Dr.

Pepper, an American multinational soft drink company, PepsiCo, Inc., an American multinational food, snack, and beverage corporation, and Procter & Gamble Co., an American multinational consumer goods corporation, Mr.

Fernandez is President of AFF Advisors, LLC, an independent consulting firm focused on improving supply chain performance, supporting acquisition due diligence and merger integrations.

Fernandez was also a Senior Advisor with McKinsey & Company, an American worldwide management consulting firm, from July 2017 to August 2019.

Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College.

Fernandez served on the board of directors of Liberty Property Trust (NYSE:

LPT), a leading industrial real estate investment trust from, November 2014 until its merger with Prologis, Inc.

PLD), a real estate investment trust headquartered in San Francisco, CA, in February 2020 .

Fernandez has served on the Board of Directors with Americold Realty Trust (NYSE:

COLD), the world's largest publicly traded REIT, since May 2019, Green Rabbit, a leading e-commerce cold chain logistics provider to the food industry, since February 2021, and as a Trustee of Lafayette College since May 2017.

John Lindeman has served as a member of the Board of Directors of the Company since August 2020.

Lindeman has served as the Chief Financial Officer of Hydrofarm Holdings Group, Inc.

HYFM), a wholesaler and manufacturer of hydroponics equipment and commercial horticultural products, since March 2020.

From August 2015 until assuming his current role at Hydrofarm Holdings in March 2020, Mr.

Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc.

CVGW), a global avocado-industry leader and expanding provider of valued-added fresh food, where he was responsible for the finance, accounting, IT and human resource functions.

Prior to joining Calavo, Mr.

Lindeman held various leadership positions within the finance and investment banking industries, including serving as managing director at Sageworth Trust Company, a provider of investment management, fiduciary and planning services to highly successful individuals and families, from March 2015 to July 2015, managing director and co-head of the consumer and retail group at Janney Montgomery Scott, a financial advisory firm, from August 2009 to March 2015, managing director at Stifel Nicolaus, a full service brokerage and investment banking firm, from December 2005 to August 2009, and principal at Legg Mason, a global asset management leader, from October 1999 to December 2005.

Prior to joining Legg Mason, Mr.

Lindeman was a Manager at PricewaterhouseCoopers LLP, a global network of firms delivering assurance, tax, and consulting services, from August 1996 to October 1999.

Lindeman is a Chartered Financial Analyst, and holds a Bachelor of Science in Business Administration from the University of Mary Washington.

Altmeyer has served as a member of the Board of Directors of the Company since August 2020.

Since January 2021, Mr.

Altmeyer has served as executive chairman of GAF Materials LLC, a roofing and waterproofing manufacturer.

Altmeyer served as the President and Chief Executive Officer of Carlisle Construction Materials, a division of Carlisle Companies Incorporated, from July 1997 to September 2018.

Carlisle Construction Materials is principally engaged in the manufacture and sale of rubber and thermoplastic roofing systems and other products with roofing applications for commercial and residential buildings.

Altmeyer also has served as a Member of the Board of Directors of EMCOR Group, Inc.

EME), a mechanical and electrical construction, industrial and energy infrastructure and facilities services company, since 2014.

As part of his service on the EMCOR Board of Directors, Mr.

Altmeyer currently serves on the governance committee of EMCOR and has served as the Chair of the Compensation Committee of EMCOR since 2018.

Altmeyer also served on the audit committee of EMCOR from 2014 through 2018.

Additionally, Mr.

Altmeyer served as a member of the Board of Directors of Berkshire Hills Bancorp, a bank holding company, from 2012 to 2014.

Altmeyer also served on the Board of Directors of Tecta America, a roofing contracting and services business, from March 2019 until January 2021.

Altmeyer earned his Bachelor of Science degree from Cornell University and his MBA from Harvard Business School.

Committees and Meetings of the Board

Board Composition.

Our business affairs are managed under the direction of our Board of Directors.

Our Board of Directors consists of ten members, divided into three classes of staggered three-year terms.

If a new Chief Executive Officer is named to replace Dylan B.

Lissette, such person is anticipated to join our Board of Directors as the eleventh member.

Pursuant to the Investor Rights Agreement, the Continuing Members have the right to nominate five Continuing Member Nominees to our Board of Directors and the Sponsor or Sponsor Representative, as applicable, have the right to nominate five Sponsor Nominees to our Board of Directors for so long as each of them and their respective affiliates and specified family members beneficially own certain specified percentages of the certain economic interests in us and UBH.

Our Board of Directors is divided into three staggered classes of directors.

At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

• The Class I directors are John W.

Altmeyer, Jason K.

Giordano and B.

John Lindeman;

• The Class II directors are Antonio F.

Fernandez, Michael W.

Rice and Craig D.

• The Class III directors are Timothy P.

Brown, Christina Choi, Roger K.

Deromedi and Dylan B.

Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

This classification of our Board may have the effect of delaying or preventing changes in control of us.

Each of our officers serve at the discretion of our Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal.

Except as set forth in the biographies of our directors and officers, see above, there are no family relationships among any of our directors or officers.

Meetings of the Board.

Our Corporate Governance Guidelines provide that directors should make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders, and be prepared to participate in discussions of issues presented.

Board Committees.

Our Board has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, consisting of the following directors:

• Audit Committee:

Steeneck (Chair), Antonio F.

Fernandez and B.

John Lindeman;

• Compensation Committee:

Giordano (Chair), John W.

Altmeyer and Craig D.

• Nominating and Corporate Governance Committee:

Altmeyer (Chair), Christina Choi and Jason K.

All of the committee members are “independent” under the listing standards of NYSE.

Members will serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee.

Steeneck, Antonio F.

Fernandez and B.

John Lindeman serve as members of our Audit Committee.

Under the NYSE listing standards and applicable SEC rules, all the directors on the Audit Committee must be independent;

our Board of Directors has determined that each of Messrs.

Steeneck, Fernandez and Lindeman are independent under the NYSE listing standards and applicable SEC rules.

Steeneck serves as the Chairman of the Audit Committee.

Each member of the Audit Committee is financially literate and our Board of Directors has determined that Mr.

Steeneck qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our Audit Committee is responsible for, among other things:

• Selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• Helping to ensure the independence and performance of the independent registered public accounting firm;

• Discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end financial statements;

• Developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• Reviewing and overseeing our policies on risk assessment and risk management, including enterprise risk management;

• Reviewing related person transactions;

• Reviewing the adequacy and effectiveness of internal control policies and procedures and our disclosure controls and procedures;

• Approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our Board of Directors adopted a written charter for the Audit Committee which is available on our investor website at investors.utzsnacks.com under the heading “Governance ― Governance Documents.”

Compensation Committee.

Giordano, John W.

Altmeyer and Craig D.

Steeneck serve as members of our Compensation Committee.

Under the NYSE listing standards, we are required to have a Compensation Committee composed entirely of independent directors;

our Board of Directors has determined that each of Messrs.

Giordano, Altmeyer and Steeneck are independent.

Giordano serves as Chairman of the Compensation Committee.

Our Compensation Committee is responsible for, among other things:

• Reviewing, approving and determining the compensation of our officers and key employees;

• Reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on our Board of Directors or any committee thereof;

• Administering our equity compensation plans;

• Reviewing, approving and making recommendations to our Board of Directors regarding incentive compensation and equity compensation plans;

• Establishing and reviewing general policies relating to compensation and benefits of our employees.

Our Board of Directors adopted a written charter for the Compensation Committee, which is available on our investor website at investors.utzsnacks.com under the heading “Governance ― Governance Documents.”

Nominating and Corporate Governance Committee.

Altmeyer, Christine Choi and Jason K.

Giordano serve as members of our Nominating and Corporate Governance Committee.

Under the NYSE listing standards, we are required to have a nominating and corporate governance committee composed entirely of independent directors;

our Board of Directors has determined that each of Messrs.

Altmeyer and Giordano and Ms.

Choi are independent.

Altmeyer serves as Chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for, among other things:

• Identifying, evaluating and selecting, or making recommendations to our Board of Directors regarding, nominees for election to our Board of Directors and its committees;

• Evaluating the performance of our Board of Directors and of individual directors;

• Considering, and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

• Reviewing developments in corporate governance practices;

• Evaluating the adequacy of the corporate governance practices and reporting;

• Developing, and making recommendations to our Board of Directors regarding, corporate governance guidelines and matters.

Our Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our investor website at investors.utzsnacks.com under the heading “Governance ― Governance Documents.”

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for conducting all necessary and appropriate inquiries into the background and qualification of each potential director candidate and recommend to our Board of Directors those candidates to be nominated for election to our Board of Directors, subject to the Investor Rights Agreement or any other stockholder agreement setting forth procedures or requirements governing the nomination of directors to our Board of Directors.

In identifying, evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the terms of the Investor Rights Agreement (or any other stockholder agreement applicable to us from time to time), as well as the qualifications set forth in our Corporate Governance Guidelines.

It also takes into account specific characteristics and expertise that it believes will enhance the diversity of experience, technical skills, industry knowledge and experience, financial expertise, local or community ties.

Each director is expected to be an individual of high character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially.

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers matters relating to the retirement of members, including any term limits or age limits, as well as the performance of such directors and any other qualifications and characteristics set forth in the committee’s charter.

The Nominating and Corporate Governance Committee may retain and obtain the advice of any advisor to conduct or assist with this evaluation.

Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to our Board those nominees whose specific experience, qualifications, attributes, diversity and skills to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure and the environment in which the Company is operating.

In particular, the Nominating and Corporate Governance Committee will seek nominees who will:

(i) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties;

(ii) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our bylaws;

(iii) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware;

and (iv) adhere to our Code of Business Conduct and Ethics.

The Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders on a substantially similar basis as it considers other nominees.

If any stockholder wishes to recommend candidates directly to our Nominating and Corporate Governance Committee, such stockholder may do so by sending timely notice to the Secretary and otherwise in accordance with the terms of our bylaws.

To be timely, a stockholder’s notice shall be delivered to the Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting.

Such stockholder’s notice shall set forth certain information about the stockholder giving the notice and the nominee and other representations and certifications as set forth in our bylaws.

Director Independence

Our Class A Common Stock is listed on the NYSE.

Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors.

In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of the NYSE.

Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of NYSE.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of the NYSE, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of the NYSE, the board of directors must affirmatively determine that the 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.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each of our directors has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review, seven of our directors are considered “independent directors” as defined under the listing requirements and rules of NYSE and the applicable rules of the Exchange Act.

Corporate Governance Policies

In addition to corporate governance matters described throughout this Annual Report on Form 10-K, some additional information about our corporate governance policies and procedures is set forth below:

Code of Ethics.

Our Board of Directors adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The full text of our Code of Business Conduct and Ethics is available on our investor website at investors.utzsnacks.com under the heading “Corporate Governance.” We intend to post any amendments to, or any waivers from a provision of, our Code of Business Conduct and Ethics on the same website.

Our Board of Directors adopted Corporate Governance Guidelines which address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us.

The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on the Corporate Governance portion of our website.

Corporate Governance Guidelines.

Our Board of Directors adopted Corporate Governance Guidelines, which address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable.

The Corporate Governance Guidelines reflect the Board’s commitment to effective corporate governance of Utz, with a view to enhancing long-term stockholder value.

Topics addressed in the Corporate Governance Guidelines include, without limitation:

• Role and responsibility of the Board;

• Independence of directors;

• Director qualification standards;

• Director orientation and continuing education;

• Conduct of Board meetings;

• Committees of the Board;

• Expectations of directors;

• Limitations on other board service;

• Management succession planning;

• Evaluation of Board performance;

• Communications with stockholders and communications with non-management directors.

A copy of the Corporate Governance Guidelines is available on our investor website at investors.utzsnacks.com under the heading “Corporate Governance.”

Risk Management.

Utz’s management is responsible for day-to-day risk management of the company, subject to oversight by the Board and its committees with regard to the major risks inherent in our business, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity risks, and the efforts of management to address and mitigate such risks.

The Board receives regular reports concerning our risk assessment and risk management from the Audit Committee, which meets periodically with our independent auditors, with our legal counsel and with management, to discuss the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures.

In addition to receiving regular reports from the Audit Committee related to financial risk exposures, the Board also reviews information regarding other risks through regular reports of its other committees, including information regarding compensation related risk from the Compensation Committee, and governance related risk from the Nominating and Corporate Governance Committee.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks that we face.

Executive Sessions of Independent Directors.

Our Corporate Governance Guidelines provide that the non-management directors shall meet in executive session for a portion of most Board meeting with no members of management present.

At executive sessions, our non-management directors meet without management present.

The Board believes that executive sessions foster free and open communication among the non-management directors, which will ultimately add to the effectiveness of the Board, as a whole.

Consideration and Determination of Executive and Director Compensation.

The Compensation Committee has the primary authority to establish and review our overall compensation philosophy and to establish compensation for our executive officers, subject to such further action of our Board of Directors as our Board of Directors shall determine with respect to compensation for our Chief Executive Officer.

In establishing executive officer compensation, the Compensation Committee uses its evaluation of the executives’ performance and responsibilities, our overall performance and our Chief Executive Officer’s recommendations with respect to the other executive officers.

In addition, the Compensation Committee has engaged an independent compensation consultant to advise regarding the status of Utz’s executive officer and director compensation in relation to comparable companies.

Management plays a significant role in the executive compensation-setting process.

The most significant aspects of management’s role are:

• Evaluating employee performance;

• Preparing information for Compensation Committee meetings;

• Establishing business performance targets and objectives;

• Providing background information regarding our strategic objectives;

• Recommending salary levels and equity awards.

From time to time, the Compensation Committee may invite to its meetings any director, member of management and such other persons as it deems appropriate in order to carry out its responsibilities.

Typically, Mr.

Lissette reviews the performance of senior management and make recommendations on compensation levels.

In addition, our executive officers answer questions posed by the committee.

Under our Corporate Governance Guidelines, the compensation of non-employee directors is determined by the Board upon recommendation of the Compensation Committee.

The guidelines further provide that non-employee directors are expected to receive a portion of their annual retainer in the form of equity.

Employee directors are not paid additional compensation for their services as directors.

Restrictions on Short Sales or Speculative Transactions by All Directors and Employees.

The Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety.

Therefore, our directors, officers, and employees and our affiliates, whether or not in possession of material non-public information, are generally prohibited from:

(i) selling our securities that are of the same class during the six months following the purchase (or vice versa), (ii) selling our securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery), (iii) transacting in put options, call options or other derivative securities, on an exchange or in any other organized market, (iv) engaging in hedging or monetization transactions, such as the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, (v) certain other transactions set forth in our Insider Trading Policy.

Committee Authority to Retain Independent Advisors.

The charter of each of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee provides that the committee has the authority to retain independent advisors, counsel, experts and consultants, with all fees and expenses paid by us.

Board Leadership Structure.

Our current Board leadership structure separates the positions of Chief Executive Officer and Chairperson of the Board, although we do not have a corporate policy requiring that structure.

The Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives.

Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction, while our Board Chairperson, who is an independent member of the Board, is primarily focused on matters pertaining to corporate governance, including management oversight and strategic guidance.

The Board believes that this is the most appropriate structure at this time but will make future determinations regarding whether or not to separate the roles of Chair and Chief Executive Officer based on then-current circumstances.

Under our Corporate Governance Guidelines, when the Chairperson of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” a “Lead Director” shall be elected annually by plurality vote of the independent directors, pursuant to a secret ballot, following nomination by the Nominating and Corporate Governance Committee.

The Lead Director would help coordinate efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management.

A description of the position of Lead Director is set forth in Annex A to our Corporate Governance Guidelines, which is available on our investor website at investors.utzsnacks.com under the heading “Corporate Governance.” Currently, Dylan B.

Lissette serves as our Chief Executive Officer, and the independent Chairman position is held by Roger K.

Therefore, we do not currently have a Lead Director.

We believe that the structure of our Board and its committees provides strong overall management of the Company.

Policy for Director Attendance at Annual Meetings.

Under our Corporate Governance Guidelines, each director is strongly encouraged to attend each Annual Meeting of Stockholders.

Process for Securityholders to Send Communications to the Board.

Our Corporate Governance Guidelines provide that an y stakeholder, including our stockholders, who wishes to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the Corporate Secretary of the Company, 900 High Street, Hanover, Pennsylvania 17331, who will forward such communications to the appropriate party, or (2) sending an e-mail to Jeremiah Garvey at jgarvey@cozen.com.

Such communications may be done confidentially or anonymously.

― Corporate Governance ” and “ Delinquent Section 16(a) Reports ” to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference to our Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information regarding executive officers of the Company required by Item 401 of SEC Regulation S-K is incorporated herein by reference from the disclosure included under the caption “S upplemental Item.

Information About Out Executive Officers ” at the end of Part I of this Annual Report on Form 10-K.

The information required by Item 401 of SEC Regulation S-K concerning the directors and nominees for director of the Company, together with a discussion of the specific experience, qualifications, attributes and skills that led the Board to conclude that the director or nominee should serve as a director at this time, will be located in the Proxy Statement in the section entitled “ Proposal No.

1 – Election of Directors ,” which information is incorporated herein by reference.

Information regarding the identification of the Audit Committee as a separately-designated standing committee of the Board and information regarding the status of one or more members of the Audit Committee as an “audit committee financial expert” will be located in the Proxy Statement in the section entitled “ Committees and Meetings of the Board – Board Committees ,” which information is incorporated herein by reference.

Information regarding our Code of Conduct applicable to our directors, officers and employees is located in Part I of this Annual Report on Form 10-K, under the heading “Available Information.”

Executive Compensation

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis (Narrative to the Summary Compensation Table)

Executive Summary

The core principles of our executive compensation program are to align the compensation of our executive officers with the long-term interests of our stockholders and to provide a total compensation opportunity that allows us to attract and retain talented executive officers and motivate them to achieve exceptional business results.

We achieve these goals by offering a total compensation program that consists of both fixed components (in the form of base pay and benefits) and variable, performance-based pay (in the form of short and long-term incentives) designed to reward performance.

The total compensation for our executive officers is weighted more heavily toward incentive compensation.

Our compensation program is designed to achieve an appropriate balance of short-term and long-term incentives to ensure executive officers are properly balancing the need for consistent annual performance with the need for consistent performance over a multiple year horizon.

This compensation balance is intended to ensure that our executive officers share in both downside risk and upside opportunity based on our performance.

Prior to the Business Combination in August 2020, none of our executive officers received any cash compensation for services rendered to us.

Accordingly, this Compensation Discussion and Analysis (Narrative to the Summary Compensation Table) relates to the compensation of executive officers of UBH prior to the Business Combination who became our executive officers following the Business Combination.

Our named executive officers are our principal executive officer and two other most highly compensated persons serving as executive officers as of the last day of our most recent fiscal year, which ended January 3, 2021 (the “named executive officers”), which individuals are:

Lissette, Chief Executive Officer

• Cary Devore, Executive Vice President, Chief Financial Officer

• Mark Schreiber, Executive Vice President & Chief Customer Officer, Sales and Marketing

On August 28, 2020, we closed the Business Combination with UBH.

Upon the consummation of the Business Combination, each of the named executive officers were appointed to their respective offices of Utz Brands, Inc.

In addition, Mr.

Lissette accepted an offer letter to serve as our Chief Executive Officer.

In connection with the consummation of the Business Combination, we adopted our 2020 Omnibus Equity Incentive Plan, as well as severance benefit plans for our executive officers.

We also implemented our annual bonus plan, based on achievement of company performance goals, based on Net Sales and Adjusted EBITDA milestones, and individual achievements.

Our Compensation Committee engaged a compensation consultant, F.W.

Cook, to provide compensation advice in 2020.

The consultant is retained directly by our Compensation Committee and performs no consulting or other services for us or members of our management.

Our Compensation Committee is independent and there are no conflicts of interest with respect to the work of F.W.

We are an “emerging growth company,” within the meaning of the JOBS Act, and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act.

Compensation Program Objectives and Design

In connection with the Business Combination, we adopted several design changes to our compensation program, including adoption of an omnibus equity incentive plan, employee stock purchase plan, severance benefit plans for our management team and an offer letter with our chief executive officer.

Our primary objective in establishing our comprehensive compensation program is to be able to successfully recruit, attract, retain and properly incent high-level talent to work for and ultimately add value to our business for the benefit of our stockholders.

Our compensation program is designed to reward performance, which in turn creates value for our stockholders.

Performance is reviewed annually for both our executives individually and our business as a whole.

When annual Company or individual performance goals are not met, certain elements of the compensation program (including annual bonuses and certain equity grants) are not paid or do not vest.

The compensation program is intended to reward both short-term (annual performance) and long-term Company performance.

Therefore, employee equity programs, which are discussed in more detail below, are key elements of the compensation program.

Each element of the overall comprehensive compensation program (discussed in greater detail below) is intended to be competitive with similar elements offered both locally and nationally by other like-sized employers and competitors, and the elements taken together are intended to present a comprehensive competitive program to accomplish the objectives noted above.

We designed most of the significant elements of our comprehensive compensation program by soliciting initial thoughts and ideas from our senior management team, consisting of our Chief Executive Officer, Executive Vice President & Chief Administrative Officer, and Senior Vice President Human Resources and Personnel Development, and in consultation with other members of our senior management.

Additional input and suggested objectives were received from our Chairman, the chairperson of our Compensation Committee, representatives of F.

Cook and other members of the Board.

Significant compensation elements are reviewed annually by our senior management.

After receipt of the input noted and development of proposed plans, such plans were (and in the case of annual bonus plans, will be annually) presented to the Compensation Committee, which determines the terms of and ultimately adopts our compensation program.

None of our Named Executive Officers participates in discussions involving their own compensation.

The Compensation Committee intends to review and approve annual compensation elements such as bonus plan attainment, and our Board of Directors reviews full year earnings and management performance by our executives.

The Board of Directors also approves elements of our annual budgets, which include some elements of the compensation program such as annual bonuses and annual base salary increases, if any, for our executives.

Elements of Compensation

The table below lists the key elements of our 2020 compensation program for our Executive Leadership Team.

We generally construct this program with consideration of the median compensation package for our peer group.

Element of Compensation Objective Key Features % of Target Total Direct Compensation

Base Salary Provide a competitive level of fixed compensation • Fixed pay component based on level of responsibility of position held

• Adjustments based on individual performance, internal equity and external benchmarking against peer group companies

Annual Cash Incentive Award Program (“Annual Bonus Plan” or “'ABP”) Motivate and reward executive contributions in achieving annual performance goals • Variable pay component

• Payouts are based on a formula that includes Company performance against Adjusted EBITDA and Net Sales, as well as individual performance against pre-determined objectives

Long-Term Incentive Awards Motivate and reward executive contributions in achieving long-term objectives that align with the interests of our stockholders • Variable pay component

• Awards to senior management are issued as performance share units and stock options and have a multi-year vesting period

• Option award value is fixed at grant, and ultimate value to the executive is based on stock performance

• Awards in the form of performance share units have ultimate value based on our relative total shareholder return against our peer group

Severance Provide temporary income following an executive’s involuntary termination of employment whether or not following a change in control of our Company • Fixed pay component

• Payments are formula-driven based on executive’s salary, bonus target and level in the organization

The Compensation Committee, in consultation with F.W.

Cook, has identified a peer group of 14 publicly-traded companies to be used as a competitive reference point in determining total compensation packages for our management, including the named executive officers.

Our peer group includes consumer products companies, nearly all of which are focused on food and beverage in North America with similar revenue (peer group median revenue $1.1 billion) and market capitalization (peer group median market capitalization $2.1 billion) to us.

Peer group selection included companies in the

Global Industry Classification Standard in the sub-industry categories of packaged foods and meats, personal products, soft drinks, and pharmaceuticals.

The remaining companies were evaluated to identify those most similar to us in terms of size, business fit and geographic fit.

As of January 3, 2021, our revenue was approximately $964.3 million and our market capitalization was approximately $1.3 billion.

The peer group consists of the following 14 companies:

B&G Foods, Inc.

Lancaster Colony Corporation

BellRing Brands, Inc.

Lassonde Industries Inc.

Calavo Growers, Inc.

National Beverage Corp

Flowers Foods, Inc.

Prestige Consumer Healthcare Inc.

Hostess Brands, Inc.

The Hain Celestial Group, Inc.

J & J Snack Foods Corp.

The Simply Good Foods Company

Sanfilippo & Sons, Inc.

Tootsie Roll Industries, Inc.

Direct Compensation Components

Base salaries are intended to compensate the executive officers and all other salaried employees for their basic services performed for us on an annual basis.

In setting base salaries, we take into account the employee's experience, the functions and responsibilities of the job, salaries for similar positions within our peer group and for competitive positions in the food industry generally and any other factor relevant to that particular job.

Generally, we attempt to pay at the median of our peer group for each job but do not confine ourselves to this practice if other factors such as experience warrant a lower or higher base salary.

Base salaries may be adjusted annually based on executive officer performance and, in some circumstances, adjusted throughout the year to address competitive pressures or changes in job responsibilities.

Our Chief Executive Officer recommends to the Compensation Committee the base salaries for executives reporting directly to him.

The Chief Executive Officer's base salary and annual merit adjustment is approved by the Compensation Committee, subject to such further action of the Board of Directors as the Board of Directors shall determine.

Adjustments for all other executives are recommended by the Chief Executive Officer and approved by the Compensation Committee.

Base Salary Changes

In February 2021, each of Messrs.

Lissette, Devore and Schreiber were eligible to receive a merit increase based on his performance in the preceding year.

Our merit increase may range from 0% to 6% of base salary based on individual performance.

In order to demonstrate commitment to achieving our 2021 Plan goals, the NEO's requested that the Board of Directors and Compensation Committee, respectively, forego or minimize merit increase to their base salary.

Lissette’s compensation was restructured in connection with the consummation of the Business Combination, including a reduction in his base pay.

Beginning on August 28, 2020, Mr.

Lissette’s annual base pay was reduced to $750,000.00.

The table below reflects the base amounts that were prescribed for fiscal year 2020, and not actual base pay received as the table above reflects.

Named Executive Officer 2020 Annual Base Salary (1)

2021 Annual Base Salary Merit Increase 2021 Additional Annual Base Salary Adjustments 2021 Base Salary

Lissette $ 750,000 0.0% N/A $ 750,000

Cary Devore $ 500,000 0.0% N/A $ 500,000

Mark Schreiber $ 414,105 1.5% N/A $ 418,246

(1) Amounts reflect annualized salaries following consummation of the Business Combination.

Annual Cash Incentive Award Program (“Annual Bonus Plan” or “'ABP”)

2020 ABP Design

In 2020, we adopted our ABP, which provides for a cash bonus to our management team, including our named executive officers, upon achievement of specific performance milestones for us and the participants.

We use our ABP to reward achievement of our annual financial performance goals, and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and financial performance, specifically for achieving annual sales, annual profit, and operational goals.

Awards under the ABP were calculated by multiplying a participant’s base salary for fiscal 2020 by the individual’s target award percentage, and multiplying the result by 50% of our Adjusted EBITDA score, 30% of our Net Sales score and 20% of the individual performance score (“IPS”), as follows:

Annual Bonus = Base Salary x Target % x ((50% Adjusted EBITDA Score) + (30% Net Sales Score) + (20% IPS))

For each performance measure, 100% of the bonus opportunity will be paid with respect to such metric if target performance is achieved, and a bonus ranging from 50% to 200% would be paid with respect to such performance measure at the threshold and maximum results.

No bonus will be allocated to a performance measure if minimum threshold results are not achieved.

The formula for fiscal 2020 was constructed with upside potential so that if we exceeded our company performance and individual target performance, the annual bonus could be greater than 100% of the target annual bonus.

The Board of Directors approves the pool for the ABP contained in our annual budget;

the Compensation Committee approves actual payment of bonuses pursuant to the ABP and the bonuses paid to, or accrued on behalf of, the named executive officers.

The Compensation Committee does not have the discretion to award bonuses under the ABP if the applicable performance factors have not been met.

Company Performance Factors:

Adjusted EBITDA and Net Sales

For fiscal year 2020, our Board of Managers prior to the Business Combination selected, and our Compensation Committee confirmed following the Business Combination, Adjusted EBITDA and Net Sales as the company performance measures because these performance measures most directly align with our growth strategy and generally have the best correlation with shareholder value.

The Adjusted EBITDA and Net Sales goals and results for fiscal 2020 are set forth below:

Fiscal 2020 Goals

($ millions) Fiscal 2020 Results

Threshold Target Maximum

Adjusted EBITDA $112.8

(95% of Target) $119.0 $132.0

(111% of Target) $133.9

Net Sales 880.7

(97% of Target) 906.7 943.1

(104% of Target) 964.3

The Adjusted EBITDA and Net Sales goals and results were calculated for purposes of the ABP in accordance with pre-established rules established by the our Board of Managers prior to the Business Combination and confirmed by our Compensation Committee following the Business Combination.

Net Sales was our combined revenue for the Successor period from August 29, 2020 through January 3, 2021 and the Predecessor period from December 30, 2019 through August 28, 2020, excluding the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds.

Adjusted EBITDA was defined as Net Income before Interest, Income Taxes, and Depreciation and Amortization, further adjusted to exclude certain non-cash items, such as stock-based compensation, hedging and purchase commitments adjustments, and asset impairments;

acquisition and integration costs;

business transformation initiatives;

and financing-related costs.

Adjusted EBITDA also excludes the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds.

We did not make any subsequent adjustments in response to the COVID-19 pandemic.

Individual Performance Score (IPS)

Each executive officer has individual objectives (IPS Rating) set at the beginning of the year, which are reflective of his or her responsibilities based on his or her role.

The Compensation Committee determines an IPS for the Chief Executive Officer based on a review of his performance during the fiscal year.

For the other executive officers, the Chief Executive Officer recommends an IPS at the end of the performance year based on the achievement against the individual objectives, and the IPS are reviewed and approved by the Compensation Committee.

IPS Rating IPS

Significantly Exceeded Expectations (5) 150-200%

Exceeded Expectations (4) 120-150%

Met Expectations (3) 80-120%

Below Expectations (2) 50-80%

Unsatisfactory (1) 0%

2020 ABP Results

Our actual Net Sales performance of $964.3 million, resulted in a 200% payout for this component of the ABP.

Our actual Adjusted EBITDA performance of $133.9 million, resulted in a 200% payout for this component of the ABP.

The Committee evaluated the individual contributions of our named executive officers in addition to their efforts in delivering our overall results and operational goals.

In evaluating the individual performance of our named executive officers, the following scores were determined based on performance against individual objectives:

Lissette received a 165% score for his individual objectives, with performance highlights including the navigation of successful Business Combination, successful navigation through the COVID pandemic, while significantly over-delivering versus targets, and acquisitions of HK Anderson business and Truco Holdco Inc.

Devore received a 185% score for his individual objectives, with performance highlights including strong financial management, enhancing organizational talent, successful transition of Utz as a public company following the Business Combination, as well as successful integrations of Tim’s Cascade and Snyder of Berlin teams into Utz, among others.

Schreiber received a 150% score for his individual objectives, with performance highlights including record company sales in fiscal 2020, as well as strengthening the sales and marketing team which we believe will produce future growth of our business, among others.

Based upon the Company score and the individual scores, the 2020 ABP Awards were calculated as follows:

Named Executive Officer Base Salary Target % Adjusted EBITDA Score Net Sales Score IPS 2020 Annual Bonus

Lissette $ 1,295,844 (1)

100% 200% 200% 165% $ 2,500,979

Cary Devore 500,000 75% 200% 200% 185% 738,750

Mark Schreiber 414,105 60% 200% 200% 150% 472,080

(1) Reflects actual base salary paid to Mr.

Lissette during fiscal 2020, based on an annualized salary of $1,500,000 prior to the consummation of the Business Combination and $750,000 following the consummation of the Business Combination.

Annual bonuses for 2020 were approved by the Committee and paid to the participants on March 18, 2021.

Long-Term Incentives

2020 Omnibus Equity Incentive Plan

In connection with the consummation of the Business Combination, we adopted, with stockholder approval, the Utz Brand Inc.

2020 Omnibus Equity Incentive Plan, so that we can provide our named executive officers and other key employees with equity-based long-term incentives.

The equity awards are also subject to service conditions, which are more fully described below, that are meant to serve as a retention tool.

On August 29, 2020, we granted nonqualified stock options, and on November 2, 2020 we granted performance share units, to Messrs.

Lissette, Devore, and Schreiber (along with other members of our management team) under the 2020 Omnibus Equity Incentive Plan.

Stock Options

We grant stock options because we believe that they provide executives with a strong incentive to continue employment with us and focus on creating long-term shareholder value.

The ultimate value received by option holders is directly tied to increases in our stock price, and the stock options serve to link the interests of management and stockholders and to motivate executives to make decisions that will increase the long-term total return to our stockholders.

The number of options awarded to each executive is based on an award value that is fixed at the date of grant.

On August 29, 2020, the Compensation Committee granted nonqualified stock options to purchase shares of our Class A Common Stock at a per share exercise price of $16.34 to the following executives in the following amounts:

Named Executive Officer Number of Shares of Class A Common Stock Subject to Option

Lissette 149,204

Cary Devore 37,301

Mark Schreiber 30,893

Performance Share Units

Our performance share units provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative total shareholder return.

The performance share units granted on November 2, 2020 consist of two performance periods, each with respect to 50% of the target shares subject to the performance share unit.

The first performance period is from August 31, 2020 through December 31, 2022 and the second performance period is from August 31, 2020 to December 31, 2023.

The number of shares subject to the performance share units that vest and are settled at the end of each performance period is based on the Company's cumulative total shareholder return relative to the total shareholder returns of members of a performance peer group.

The Compensation Committee approved a performance peer group as a means of establishing performance targets for the 2020 grants of our performance share units.

At the end of the performance period, the Company's total shareholder return position will be ranked relative to the total shareholder returns of each member of the performance peer group.

Our performance is measured against the companies in the performance peer group that remain within the performance peer group for the entire performance period.

The companies in the performance peer group consist of the same fourteen other consumer products companies in out peer group for overall compensation purposes, nearly all of which are focused on food and beverage in North America.

The companies in the performance peer group for the performance period noted above are :

B&G Foods, Inc.

Lancaster Colony Corporation

BellRing Brands, Inc.

Lassonde Industries Inc.

Calavo Growers, Inc.

National Beverage Corp

Flowers Foods, Inc.

Prestige Consumer Healthcare Inc.

Hostess Brands, Inc.

The Hain Celestial Group, Inc.

J & J Snack Foods Corp.

The Simply Good Foods Company

Sanfilippo & Sons, Inc.

Tootsie Roll Industries, Inc.

The total number of performance share units that vest is based on the ranking of our total shareholder return relative to the total shareholder return of each of our peer companies, and ranges from a 200% payout for ranking in the 90th percentile or above, to 100% payout for ranking at the 50th percentile, 50% payout for ranking at the 30 th percentile, and 0% payout for ranking below the 30th percentile, with percentiles interpolated between these payouts.

Performance share units that become vested also entitle the holder to be credited with dividend equivalent payments in cash, with such dividend equivalents payable when, and to the extent, the performance share units are settled (or such accrued dividend equivalents will be forfeited to the extent the performance share units are forfeited).

On November 2, 2020, the Board granted performance shares to the following executives in the following amounts, and such amounts assume that 50 th percentile level of performance is achieved (with the actual number of shares to be earned based on the performance criteria described above):

Named Executive Officer Number of Shares of Class A Common Stock Subject to Performance Share Units at 50 th Percentile Level of Performance

Lissette 49,735

Cary Devore 12,434

Mark Schreiber 10,298

2020 Long-Term Incentive Plan ("2020 LTIP")

Prior to the Business Combination, UQF maintained a 2018 Long-Term Incentive Plan (the “2018 LTIP”).

In connection with the Business Combination, each participant in the 2018 LTIP was offered the opportunity to, and ultimately elected to, convert his or her 2018 LTIP awards into restricted stock units issued under the 2020 LTIP (the “2020 LTIP RSUs”).

The 2018 LTIP was intended to reward participants based on appreciation in the equity values of our business through the issuance of Phantom Units to participants.

The Phantom Units represent an award of an unfunded, unsecured promise by us to pay to each participant a value equal to one ten thousandth of (x) the fair market value of the equity interests of our business plus $300,000,000, less (y) a specified hurdle value determined by the administrator of the 2018 LTIP, subject to certain automatic adjustments.

The value represented by the portion of each Phantom Unit that has become vested under each Phantom Unit award will be paid no later than 30 days following a distribution event, which occurs upon the earlier of a change in control of Utz Quality Foods or December 31, 2021.

The consummation of the Business Combination was not a change in control of Utz Quality Food under the 2018 LTIP.

Prior to the conversion of the Phantom Units into 2020 LTIP RSUs (as described further below), each award of Phantom Units granted to the named executive officers vested 20% on December 31 of each calendar year and becomes fully vested on December 31, 2021, provided that any participant in the 2018 LTIP will forfeit the vested and unvested portion of his or her Phantom Unit award upon his or her termination by us for cause (as defined in the 2018 LTIP) or voluntarily by the participant without our consent other than for good reason (as defined in the 2018 LTIP), or violation of certain restrictive covenants by the participant as set forth more fully in the 2018 LTIP.

If a change in control of Utz Quality Foods were to occur prior to December 31, 2021, and either (i) the participant is an employee as of the date of such change in control or (ii) the participant was an employee within 180 days prior to the date of such change in control and the participant’s employment was terminated for any reason before the date of such change in control, other than termination by us for cause or voluntary termination by the participant without our written consent other than for good reason, then such participant’s Phantom Units would have become 100% vested.

The value, if any, that would have been required to be paid by us following a distribution event would have been paid in cash or, in the event the distribution event was a change in control and a portion of the consideration paid pursuant to such change in control is stock listed on a public securities exchange, we would have been entitled to elect to pay a proportionate percentage of the aggregate consideration that is paid for a Phantom Unit in the form of such stock.

Pursuant to an amendment to and restatement of the 2018 LTIP into the 2020 Long-Term Incentive Plan (the “2020 LTIP”) that became effective upon the consummation of the Business Combination, the value, if any, to be paid by us following a distribution event, may be paid in the form of cash, publicly traded stock that is listed on a securities exchange, or partly in cash and partly in publicly traded stock that is listed on a securities exchange.

2020 LTIP RSUs :

In connection with the Business Combination, each participant in the 2018 LTIP was offered the opportunity to, and ultimately elected to, convert his or her Phantom Units into 2020 LTIP RSUs.

Participants in the 2018 LTIP who elected to convert their Phantom Units into restricted stock units under the 2020 LTIP will also have their restricted stock units vested in full, provided that any participant in the 2020 LTIP will forfeit the vested and unvested portion of his or her 2020 LTIP RSUs upon his or her termination by us for cause or voluntary termination by the participant without our consent other than for good reason, or violation of certain restrictive covenants by the participant.

The conversion of the 2018 LTIP Phantom Units was accounted for as a modification under ASC 718.

The 2020 LTIP RSUs are equity-classified due to settlement being in shares.

The following table describes outstanding 2020 LTIP RSUs issued to our named executive officers during fiscal year 2020 and outstanding as of January 3, 2021, the last day of fiscal year 2020.

The first column reflects the conversion of Phantom Units that were outstanding as of December 29, 2019, the last day of fiscal year 2019, into 2020 LTIP RSUs at the consummation of the Business Combination.

Each of these 2020 LTIP RSUs awarded to our named executive officers provides for the payment of an additional amount equal to the difference between the amount of local, state and federal taxes with respect to the named executive officer’s receipt of a payment in connection with the 2020 LTIP RSUs and the amount to which the named executive officer would have been paid if the 2020 LTIP RSUs received long-term capital gains treatment rather than ordinary income tax treatment.

The second column reflects additional Phantom Units issued during fiscal year 2020, which were converted into 2020 LTIP RSUs upon the consummation of the Business Combination.

Such 2020 LTIP RSUs do not provide any additional payment with respect to tax incurred by the participant.

Named Executive Officer Number of Shares of Class A Common Stock Subject to 2020 LTIP RSUs from Conversion of Phantom Units Outstanding as of December 29, 2019 Number of Shares of Class A Common Stock Subject to 2020 LTIP RSUs from Conversion of Phantom Units Issued During Fiscal Year 2020 Total

Lissette 119,454 ― 119,454

Cary Devore 119,454 14,557 134,011

Mark Schreiber 119,454 ― 119,454

2021 Employee Stock Purchase Plan

On December 10, 2020, our Board adopted the Utz Brands, Inc.

2021 Employee Stock Purchase Plan (the “ESPP”), subject to approval by our stockholders.

A description of the ESPP will be included under Proposal No.

2 in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders for the approval of the ESPP.

Covenants and Clawback

Each of the executives who is granted an option or a performance share unit is subject to restrictive covenants related to non-competition and non-solicitation for six months following any termination of employment (or, if longer, the period in respect of which the executive receives severance benefits) and covenants for an indefinite period of time covering confidentiality and non-disparagement.

Under the award agreements, if the Compensation Committee determines in good faith that the participant has breached or threatened to breach any restrictive covenant, the participant will be required to pay us an amount equal to the proceeds received upon the sale or disposition of the equity award and any shares issued in respect thereof.

Employment Arrangements

Except as described below, we have not entered into employment offer letters or employment agreements with our named executive officers.

Except as described below and “— Severance, Change of Control and Other Programs — Utz Brands, Inc.

Change in Control Severance Benefit Plan,” each of the named executive officers is employed on an at-will basis.

The summaries below are qualified in their entirety by reference to the actual text of the applicable offer letter, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended January 3, 2021.

Dylan Lissette Offer Letter

Upon the consummation of the Business Combination, Mr.

Lissette accepted an offer letter to serve as our Chief Executive Officer (the “Lissette Offer Letter”).

Following the Closing of the Business Combination, Mr.

Lissette’s service to us commenced on an at-will basis, subject to the terms and conditions set forth in the Lissette Offer Letter.

Lissette’s initial base salary following the Business Combination is $750,000 and subject to annual review by the Compensation Committee.

Lissette is also eligible to participate in our ABP, subject to the terms and conditions approved by the Compensation Committee.

The target bonus is 100% of Mr.

Lissette’s annual base salary, with a maximum bonus equal to 200% of his annual base salary.

Lissette is also eligible to participate in the 2020 Omnibus Equity Incentive Plan.

Lissette’s initial grant under the 2020 Omnibus Equity Incentive Plan consisted of a stock option to purchase up to 149,204 shares of Class A Common Stock and performance share units, which settle into 49,735 shares of Class A Common Stock at 50th percentile performance.

See “―Long Term Incentives―2020 Omnibus Equity Incentive Plan”.

In addition, Mr.

Lissette is eligible to participate in the Utz Brands, Inc.

Change in Control Severance Benefit Plan, which provides for severance in connection with certain qualifying terminations, including qualifying terminations in connection with a change in control, as described in greater detail under “— Severance, Change of Control and Other Termination-Related Programs — Utz Brands, Inc.

Change in Control Severance Benefit Plan.” Mr.

Lissette is also able to participate in other Utz benefit programs consistent with other associates.

Mark Schreiber Offer Letter

Pursuant to an offer letter, effective April 12, 2017, Mr.

Schreiber joined Utz Quality Foods as Chief Customer Officer.

Schreiber became the Executive Vice President & Chief Customer Officer, Sales and Marketing in October 2020.

Schreiber’s offer letter sets forth the principal terms and conditions of his employment, including his initial annual base salary of $375,000 for the period beginning on his hire date.

Schreiber’s offer letter also provides for a one-time signing bonus of $250,000, reimbursement of reasonable relocation expenses up to $130,000, and eligibility to participate in our annual bonus program.

Schreiber’s offer letter also provides that he is eligible to participate in the 2018 LTIP.

See “―Long Term Incentives―2020 Long-Term Incentive Plan” for a description of awards initially granted under the 2018 LTIP.

Schreiber is also eligible to receive severance in certain circumstances.

See “— Severance, Change of Control and Other Programs — Utz Brands, Inc.

Change in Control Severance Benefit Plan.” We also permit Mr.

Schreiber to participate in the Utz Quality Foods, LLC Profit Sharing/401(k) Plan ― see “— Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan” ― under which we match 20% of Mr.

Schreiber’s salary deferrals up to a limit of 6% of his wages and may make discretionary profit sharing contributions.

Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan, the Utz Quality Foods, Inc.

Nonqualified Deferred Compensation Plan, which became effective January 1, 2008, and amends and restates a prior plan, which became effective March 24, 1998.

The plan permits each associate selected by us to participate in the plan to defer from base salary up to the lesser of $999,999 or 50% of the participant's base salary, and the full annual bonus, if any, paid to such associate.

We may, in our sole discretion, make contributions to a participant’s deferred compensation account.

We have not made any such contributions under the plan.

In addition, we may make contributions to the plan to the extent contributions to our profit sharing/ 401(k) plan exceed the limits set forth in Section 401(a)(17) of the Internal Revenue Code, see “— Severance, Change of Control and Other Programs — Profit Sharing/401(k) Plan.” During fiscal year 2020, we did not make any excess contributions to the plan for our named executive officers.

Amounts contributed to the plan by either the participant or us are fully vested at the time of contribution.

The contributed amounts are held in a grantor trust by us and invested pursuant to instruction by the participants.

Except in connection with an unforeseeable emergency, death, disability, or if we decide to distribute all amounts credited to a participant’s account in connection with a change in control, the amounts credited to such participant’s account will not be distributed until either a date specified by the participant or the participant’s separation from service from our company.

Distributions from the participant’s account may be made either in a lump sum or monthly payments over a period that may be between one year and five years.

Severance, Change of Control and Other Programs

Profit Sharing/401(k) Plan

We maintain a contributory 401(k) retirement plan, the Utz Quality Foods, LLC Profit Sharing/401(k) Plan, which was amended and restated October 16, 2019.

The plan covers most of our employees, including our named executive officers.

Eligible employees may contribute up to 50% of their salary to the plan, subject to limitations under applicable federal tax laws.

In fiscal year 2020, the plan provided for matching contributions of up to 20% of deferrals made by most participants, not to exceed 6% of the participant’s wages.

The matching contribution formula is applied on a payroll-to-payroll basis.

In addition, we may make discretionary, or profit sharing, contributions to the plan.

The aggregate contributions, both matching contributions and discretionary contributions in 2020 were $7.8 million, of which $1.6 million represented matching contributions and $6.2 million represented discretionary contributions.

Change in Control, Severance and Retirement Benefits

Our severance plans provide benefits in the form of a temporary source of income in the event an executive officer is involuntarily separated from service.

We believe our severance benefits are generally consistent with competitor companies of comparable size and provide a bridge of pay and benefits to assist displaced executives in finding future employment.

The summary of the plans described below are qualified in their entirety by reference to the actual text of the plans, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended January 3, 2021.

Utz Brands, Inc.

Executive Severance Benefit Plan

Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc.

Executive Severance Benefit Plan.

Under the plan, we provide severance benefits to our Executive Leadership Team (generally, consisting of each of our Executive Officers ― see “Executive Officers of Utz Brands, Inc.” ― in this instance, other than the Chief Executive Officer) and each member of the Executive Officer Team with the title of Senior Vice President.

Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee, upon a qualifying termination and satisfaction of each of the other conditions set forth in the plan, (x) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 100% of his or her annual base salary in the form of payroll continuation payments beginning on the first day of the payroll period immediately following both the termination date and the date on which the release and non-competition agreement becomes effective and non-revocable (the “Payment Commencement Date”) and ending on the one-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Officer Team with a title of Senior Vice President will receive in equal installments 50% of his or her annual base salary in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the six-month anniversary of the Payment Commencement Date or the termination date.

In addition, if an eligible employee experiences a termination qualifying under the plan and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment.

Such payment will be prorated based on the number of days during the applicable performance period that the eligible employee was employed by us, and paid at the time that annual bonuses are paid to our active employees.

Eligible employees will also receive outplacement services during the severance period and are permitted to continue certain health and welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to 18 months following the termination date.

Only members of our Executive Leadership Team who terminate their employment with good reason or any eligible employee whose employment is terminated by us or our affiliates (other than for cause and other than during an eligible employee’s disability) will receive severance under the plan, unless the eligible employee is offered comparable employment by us or any of our affiliates.

In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan, any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” which ever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Utz Brands, Inc.

Change in Control Severance Benefit Plan

Upon the consummation of the Business Combination, we implemented the Utz Brands, Inc.

Change In Control Severance Plan.

Under the plan, we will provide severance benefits to the Chief Executive Officer and each other member of our Executive Leadership Team and other executives selected on an individual basis.

Subject to the execution and non-revocation of a release and non-competition agreement by an eligible employee upon a termination of employment of an eligible employee (a) either (i) by us (other than for cause and other than during an eligible employee’s disability), (ii) by such eligible employee for good reason, in each case within the 90 days prior or two years following a change in control, or (b) at the request of an acquirer or potential acquirer in connection with, or prior to, a change in control (a “Change in Control Termination”), provided, that, any termination of the employment of such eligible employee will not be considered a Change in Control Termination if the eligible employee is offered comparable employment by us or any of our affiliates, and satisfaction of each of the other conditions set forth in the plan, (x) the Chief Executive Officer will receive in equal installments 200% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments, beginning on the Payment Commencement Date and ending on the two-year anniversary of the Payment Commencement Date, and (y) an eligible employee who is a member of the Executive Leadership Team will receive in equal installments 150% of the sum of his or her annual base salary and target annual cash bonus in the form of payroll continuation payments beginning on the Payment Commencement Date and ending on the 18-month anniversary of the Payment Commencement Date.

Other participants, if any, will receive such amounts as determined by the Compensation Committee.

In addition, in the event the Chief Executive Officer experiences a good reason termination or experiences a termination of employment by us other than for cause and other than during the Chief Executive Officer’s disability, that is not a Change in Control Termination (a “Chief Executive Officer Non-Change in Control Termination”), then beginning on the Payment Commencement Date and ending on the last day of the 18-month anniversary of the Payment Commencement Date, the Chief Executive Officer will be entitled to receive in equal installments 150% of his or her annual base salary in the form of payroll continuation payments.

In addition, if an eligible employee experiences a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination and on the termination date was eligible to earn a performance based annual cash bonus in respect of the fiscal year in which the termination date occurs, the eligible employee will receive a payment equal to the annual bonus, calculated based on actual performance during the applicable performance period as though the eligible employee continued in our employment.

Upon a Change in Control Termination or Chief Executive Officer Non-Change in Control Termination, eligible employees will also receive outplacement services during the severance period and continuation of welfare benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for up to 18 months following the termination date.

In the event that an eligible employee becomes entitled to receive or receives any payments, options, awards or benefits under the plan or any other plan, agreement, or arrangement with us, or with any person whose actions result in a change in control or an affiliate of such person that may separately or in the aggregate constitute a “parachute payment” within the meaning of Section 280G of the Code and it is determined that, but for the terms of the plan , any of the payments will be subject to an excise tax pursuant to Section 4999 of the Code, we will pay to the eligible employee either (i) the full amount of the payment or (ii) an amount equal to the payments reduced by the minimum amount necessary to prevent any portion of the payments from being an “excess parachute payment,” which ever of the foregoing amounts results in the receipt by the eligible employee, on an after-tax basis, of the greatest amount of payment, notwithstanding that all or some portion of the payments may be subject to the excise tax.

Restrictions on Short Sales or Speculative Transactions by All Directors and Employees.

Our Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety.

Therefore, our directors, officers, and employees and our affiliates, whether or not in possession of material non-public information, are generally prohibited from:

Summary Compensation Table

The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to the Company, or any of our subsidiaries, for the last two completed fiscal years.

Name and Principal Position Fiscal Year Salary Bonus (1)

Stock Awards (2)

Non-Equity Incentive Plan Compensation (3)

All Other Compensation (4)

Chief Executive Officer

2020 $ 1,295,844 (5)

$ 365 $ 2,999,856 $ 2,383,056 $ 16,620 $ 6,695,741

2019 1,512,469 (5)

625,030 — — 98,844 2,236,343

Executive Vice President, Chief Financial Officer

2020 501,923 365 1,528,959 738,750 11,400 2,781,397

2019 387,366 481,610 843,955 — 33,673 1,746,604

Mark Schreiber

Executive Vice President, Chief Customer Officer, Sales & Marketing

2020 421,597 365 1,193,247 472,079 19,361 2,106,649

(1) In accordance with the SEC’s rules, the amount disclosed reflects bonus compensation earned with respect to such fiscal year, whether or not actually paid in such fiscal year.

The bonus amount listed in the bonus column for fiscal year 2020 with respect to each named executive officer reflects an broad-based bonus paid to our employees episodically across fiscal year 2020.

The bonus amount listed in the bonus column for fiscal year 2019 with respect to each named executive officer includes (i) a bonus paid in the discretion of our management team in recognition of the named executive officer’s contribution to several company factors, including our annual Adjusted EBITDA, Adjusted Net Sales, and acquisition and integration efforts, and personal performance factors, including leadership, strategic planning, execution and contribution to financial goals, and (ii) a discretionary bonus paid to each such named executive officer in recognition of consummating the acquisition of each of Kennedy and Kitchen Cooked.

(2) Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each named executive officer, in accordance with Accounting Standards Codification Topic No.

For fiscal year 2020, such amounts also include the stock-based compensation modification expense associated with the conversion of the Phantom Units under the 2018 LTIP into 2020 LTIP RSUs.

For a discussion of the assumptions made in such valuation of the equity awards reported in this column with respect to fiscal year 2020, see Note 1.

"Operations and Summary of Significant Accounting Policies" to our audited financial statements for the fiscal year ended January 3, 2021, included in our Annual Report on Form 10-K.

The assumptions used in calculating the aggregate grant date fair value of the equity awards reported in this column with respect to fiscal year 2019 are set forth under the heading “ — Valuation of Phantom Units.” For details regarding the vesting conditions of these equity awards, see the “― Outstanding Equity Awards at Fiscal Year-End” table below.

(3) Represents annual performance-based cash incentives.

For a discussion of the determination of these amounts, please see the section below entitled “— Annual Cash Incentive Award Program (“Annual Bonus Plan” or “'ABP”).”

(4) The amounts listed under “All other Compensation” column for fiscal 2020 include:

(i) matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan and (iii) other perquisites and personal benefits and details about these amounts are set forth in the table below:

Name Contributions under Profit Sharing/401(k) Plan ($) (a)

Other ($) Total ($)

Lissette $15,292 $1,328 (b)

Cary Devore 11,400 0 11,400

Mark Schreiber 15302 4,059 (c)

(a) Amounts listed in this column reflect matching contributions by us under the Utz Quality Foods, LLC Profit Sharing/401(k) Plan.

(b) Goods or services provided to the named executive officers are perquisites or personal benefits only if they confer a personal benefit on the executive;

however, goods or services that are directly and integrally related to the executive’s job duties, or are offered generally to all employees, or for which the executive fully reimburses Utz, are not perquisites or personal benefits.

Generally it has been our historical practice that goods or services that provide personal benefit that are not directly and integrally related to the executive’s job duties, and not offered generally to all employees, have been fully reimbursed to us by the executive.

If they exist, perquisites and other personal benefits are reported at Utz’s aggregate incremental cost.

Oxford Hill, LLC, an entity controlled by Michael W.

Rice, a member of the Company Board, and owns an aircraft.

In fiscal 2020, occasionally Mr.

Lissette and guests were permitted to use for non-business travel aircraft leased by us from Oxford Hill.

Such use was subject to availability and Mr.

Lissette reimbursing us for the aggregate incremental cost of such flights.

Nevertheless on such occasions, Mr.

Lissette was imputed income for such use at the rates applicable under the standard industry fare level (“SIFL”) rules for any such fringe-benefit flights of $1,328.

We do not provide tax gross-ups for such imputed income.

Except for imputed income under SIFL rules, Mr.

Lissette fully reimbursed us for personal use of any aircraft leased by us.

Schreiber was subject to income recognition for personal use of a company automobile.

(5) Reflects (a) annual base salary of $1,500,000 through the Closing Date of the Business Combination and an annual base salary of $750,000 following the Closing Date of the Business Combination, and (b) aggregate cash fees of $2,400 and $4,800 per annum paid by us prior to the Business Combination to each member of the Boards of Managers of the Continuing Members as total combined fees for service on both boards of managers during fiscal years 2020 and 2019, respectively.

Valuation of Phantom Units

In the absence of a public trading market for our securities prior to the consummation of the Business Combination, the administrator of the 2018 LTIP determined the estimated fair value of the equity-based compensation awards at the date of grant based upon several factors, including its consideration of input from management and contemporaneous third-party valuations.

The assumptions we used in the valuation models are highly complex and subjective.

We base our assumptions on future expectations combined with management judgment and considered numerous objective and subjective factors to determine the fair value of the Phantom Units as of the grant date including, but not limited to, the following factors:

• Lack of marketability;

• Our actual operating and financial performance;

• Current business conditions and projections;

capital market conditions;

• Likelihood of achieving a liquidity event, such as the Business Combination, given prevailing market conditions.

The valuation of the equity-based compensation awards involved a two-step process.

First, we determined our business enterprise value using a total enterprise value based on the income approach, specifically a discounted cash flow, or DCF, analysis, and two variations of the market approach, specifically the guideline publicly traded company method and the merged and acquired company method.

The values determined by the income and the market approaches were comparable and were accorded weights of 45%, 45% and 10%, respectively.

Second, the business total equity value was allocated among the securities that comprised our capital structure using the Option-Pricing Method, or “OPM”.

See below for a description of the valuation and allocation methods.

The DCF analysis required the development of forecasted future cash flows, including our sales, expenses, depreciation, capital expenditure and working capital needs.

Since prior to the Closing of the Business Combination we did not pay corporate level income tax, we valued the business from an exit perspective of a market participant and applied a 30.0% effective cash tax rate in the analysis.

The discrete forecast period analyzed extends to the point at which we will be expected to have an annual long-term growth rate of 2.0%, roughly commensurate with analyst U.S.

gross domestic product growth expectations.

We computed the debt-free cash flow for each projected fiscal year by adjusting the projected financial information for depreciation, capital expenditures and incremental working capital.

The projected cash flows of the discrete forecast period are discounted to a present value employing a discount rate that properly accounts for the estimated market weighted average cost of capital.

Finally, an assumption is made regarding the sustainable long-term rate of growth beyond the discrete forecast period, and a residual value is estimated and discounted to a present value.

The sum of the present value of the discrete cash flows and the residual, or “terminal” value represents the estimated fair value of our total enterprise value.

This value is then adjusted for non-operational assets, liabilities and interest bearing debt to conclude our total equity value.

The financial forecasts prepared took into account our past results and expected future financial performance.

There is inherent uncertainty in these estimates as the assumptions used are highly subjective and may change as a result of new operating data and economic and other conditions that may impact our business.

Once our total equity value is estimated, it is then allocated among our various classes of securities to arrive at the fair value of the awards.

For this allocation, the OPM was used for all grants of Phantom Units.

The OPM entails allocating the total equity value to the various equity classes based upon their respective claims on a series of call options with strike prices at various value levels depending upon the rights and preferences of each class.

A Black-Scholes option pricing model is employed to value the call options.

The following table summarizes the key assumptions used in the OPM allocation as of December 29, 2019:

Time to liquidity event 2 years

Volatility 35.00%

Risk-free rate 1.60%

Dividend yield 0.00%

Lack of marketability discount 10.00%

The expected term of two years represents management’s expected time to a liquidity event as of the valuation date.

The volatility assumption is based on the estimated stock price volatility of a peer group of comparable public companies over a similar term.

The risk-free rate is based on the yields of U.S.

Treasury securities with maturities similar to the expected term.

As of December 29, 2019, we used an expected dividend yield of zero, as we did not plan to pay cash dividends with respect to the Phantom Units in the foreseeable future.

The value derived from the OPM model was reduced by a 10.00% lack of marketability discount in the determination of fair values of the awards at the grant date.

A discount for lack of marketability was applied to reflect the increased risk arising from the inability to readily sell the equity awards.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding awards made to our named executive officers as of our most recent fiscal year end.

Name Option Awards

Grant Date for Options Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity Incentive Plan Awards:

Number of securities underlying unexercised unearned options (#) Option exercise price ($/Share) Option Expiration Date

Lissette 8/29/2020 (1)

― 149,204 ― $ 16.34 8/28/2030

Cary Devore 8/29/2020 (1)

― 37,301 ― 16.34 8/28/2030

Mark Schreiber 8/29/2020 (1)

― 30,893 ― 16.34 8/28/2030

Name Stock Awards

Number of shares or units of stock that have not vested (#) (2)

Market value of shares of units of stock that have not vested ($) (3)

Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested

Market or payout value of

shares, units or other rights that have not vested

Lissette 119,454 $ 2,635,155 49,735 $ 1,097,154

Cary Devore 134,011 2,956,283 12,434 274,294

Mark Schreiber 119,454 2,635,155 10,298 227,174

(1) The shares of Class A Common Stock subject to the stock options granted on August 29, 2020 vest and become exercisable under the following schedule:

50% of the shares subject to the stock option vest and become exercisable on December 31, 2022 and 50% of the shares subject to the stock option vest and become exercisable on December 31, 2023, subject to the participant’s continuous employment through such dates and subject to certain conditions as detailed in our 2020 Omnibus Equity Incentive Plan.

(2) Each 2020 LTIP RSU granted to the named executive officers will be forfeited upon his or her termination by us for cause or voluntarily by the participant without our consent other than for good reason, or violation of certain restrictive covenants by the participant.

If a change in control of Utz Quality Foods under the terms of the 2020 LTIP occurs prior to December 31, 2021, the 2020 LTIP RSUs will become 100% vested, subject to forfeiture as described above.

(3) Market value is based upon the closing market price of our Class A Common Stock on December 31, 2020, the last trading day prior to the last day of fiscal year 2020.

(4) Reflects performance share units granted on November 2, 2020 Our performance share units provide the participant with the opportunity to earn shares of our Class A Common Stock if we achieve certain thresholds with respect to relative total shareholder return.

The performance share units granted on November 2, 2020 consist of two performance periods, each with respect to 50% of the target shares subject to the performance share unit.

The first performance period is from August 31, 2020 through December 31, 2022 and the second performance period is from August 31, 2020 to December 31, 2023.

See “Compensation Discussion and Analysis (Narrative to the Summary Compensation Table—Long-Term Incentives—2020 Omnibus Equity Incentive Plan—Performance Share Units” for further information.

Director Compensation in Fiscal 2020

In fiscal year 2020, we adopted a new board of directors compensation program which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our securities to further align their interests with those of our stockholders.

The new program provides the following compensation for non-employee directors:

• An annual cash retainer of $75,000;

• An annual cash retainer of $40,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation Committee and $10,000 for the chair of the Nominating and Corporate Governance Committee;

• An equity retainer with a value of $125,000 upon such director’s election to office, payable in the form of restricted stock units, granted in connection with each annual meeting of stockholders that vests on the earlier of the one-year anniversary of the grant and the next annual meeting of stockholders.

All cash retainers will be payable quarterly in arrears.

For 2020 and 2021, Messrs.

Deromedi and Giordano have agreed to waive their director compensation with respect to their service as non-employee directors.

As our employees, Messrs.

Rice and Lissette will not be eligible for such retainer and other compensation paid to non-employee directors so long as they remain employed by us.

The table below sets forth information regarding director compensation for the fiscal year ended January 3, 2021.

Name Fees earned or paid in cash ($) Stock awards ($) (1)

All other compensation ($) Total ($)

Deromedi $ — $ — $ — $ —

Rice 206,246 (2)

— 13,137 219,383

Altmeyer 29,247 (3)

86,000 — 115,247

Brown 28,206 86,000 — 114,206

Christina Choi 25,806 86,000 — 111,806

Fernandez 25,806 86,000 — 111,806

Giordano — — — —

John Lindeman 25,806 86,000 — 111,806

Steeneck 39,570 86,000 — 125,570

(1) Amounts set forth in this column represent the aggregate grant date fair value of equity awards granted to each director, in accordance with Accounting Standards Codification Topic No.

For a discussion of the assumptions made in such valuation of the equity awards reported in this column with respect to fiscal year 2020, see Note 1.

"Operations and Summary of Significant Accounting Policies" to our audited financial statements for the fiscal year ended January 3, 2021, included in our Annual Report on Form 10-K.

Rice received an annual salary of $203,846 for his service as Executive Chairman and special advisor to Utz during the period before the Closing Date of the Business Combination, and as Chairman Emeritus and Special Advisor of the Company following the Closing Date of the Business Combination..

In connection with the Business Combination, Mr.

Rice retired as Executive Chairman and became a member of the Company Board, Chairman Emeritus and Special Advisor.

In addition, during fiscal 2020, Mr.

Rice received a $2,400 fee in connection with his services as a manager of the Continuing Members.

Goods or services provided to Mr.

Rice are perquisites or personal benefits only if they confer a personal benefit on him;

however, goods or services that are directly and integrally related to his job duties, or are offered generally to all employees, or for which Mr.

Rice fully reimburses us, are not perquisites or personal benefits.

Generally it has been our historical practice that goods or services that provide personal benefit that are not directly and integrally related to Mr.

Rice’s job duties, and not offered generally to all employees, have been fully reimbursed to us by him or entities he controls.

If they exist, perquisites and other personal benefits are reported at our aggregate incremental cost.

Oxford Hill, LLC, an entity controlled by Mr.

Rice, owns certain aircraft.

In fiscal 2020, occasionally Mr.

Rice and guests were permitted to use for non-business travel aircrafts leased by us from Oxford Hill.

Such use was subject to availability and Mr.

Rice reimbursing us for the aggregate incremental cost of such flights.

Nevertheless on such occasions, Mr.

Rice was imputed income for such use subject to income at the SIFL rates for any such fringe-benefit flights of $4,492.

In addition we made profit sharing contributions of $8,645 to the Utz Quality Foods, LLC Profit Sharing/401(k) Plan on behalf of Mr.

We do not provide tax gross-ups for such imputed income.

Except for imputed income under SIFL rules, Mr.

Rice fully reimbursed us for personal use of any aircraft leased by us.

After the Business Combination, Mr.

Lissette and Mr.

Rice no longer use the aircraft for personal use through the Company.

(3) Includes a $2,400, total combined director fee paid to Mr.

Brown in connection with his services on both boards of managers of the Continuing Members.

Information concerning ownership of our voting securities by certain beneficial owners, individual nominees for director, the named executive officers, including persons serving as our Chief Executive Officer and Chief Financial Officer, and directors and executive officers as a group, will be located in the Proxy Statement in the section entitled “ Security Ownership of Certain Beneficial Owners and Management, ” which information is incorporated herein by reference.

Information regarding all of the Company’s equity compensation plans will be located in the Proxy Statement in the section entitled “ Equity Compensation Plan Information ,” which information is incorporated herein by reference to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference to our Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial Ownership Table

The following table sets forth certain information regarding the beneficial ownership of our Class A Common Stock and our Class V Common Stock as of March 15, 2021.

See “ Related Party Transactions — Post-Business Combination Arrangements — Exchange Agreement ” elsewhere in this proxy statement for further information on our Class V Common Stock.

The information is provided with respect to (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of any class of our Common Stock, (2) each of our named executive officers and directors and (3) all of our executive officers and directors, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including any additional securities obtainable within 60 days through the exercise of options, warrants or other purchase rights.

The beneficial ownership of shares of our Common Stock is based on the following outstanding shares as of March 15, 2021:

(i) an aggregate of 76,481,833 shares of Class A Common Stock and (ii) 60,349,000 shares of our Class V Common Stock.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.

No director or executive officer has pledged any of the shares or units disclosed below.

Unless otherwise noted, the business address of each of the following entities or individuals is 900 High Street, Hanover, PA 17331.

Name Class A Common Stock % of

Class A Common Stock Class V Common Stock (1)

% of Class V Common Stock % of Total Voting Power (2)

Directors and Named Executive Officers

John Altmeyer (3)

Christina Choi (5)

7,003,666 8.88% ―

Fernandez (7)

5,602,934 7.15% ―

John Lindeman (9)

Lissette (10)

900,000 1.18% ―

Steeneck (11)

Cary Devore ―

Mark Schreiber ―

All Directors and Executive Officers as a Group (17 persons) (12)

14,003,731 17.32% ―

CC Collier Holdings, LLC (13)

8,404,400 10.59% ―

Morgan Stanley (14)

4,284,777 5.60% ―

Rowe Price Associates, Inc.

8,042,340 10.52% ―

Neuberger Berman Group, LLC (16)

4,891,714 6.40% ―

Series R of UM Partners, LLC (17)

9,052,350 15% 6.62%

Series U of UM Partners, LLC (17)

51,296,650 85% 37.49%

The Vanguard Group (18)

4,077,104 5.33% ―

* less than one percent.

(1) Class V Common Stock entitles the holder thereof to one vote per share.

Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement, the common units representing limited liability company interests of UBH following the Business Combination (the “Common Company Units”), together with an equal number of shares of Class V Common Stock, are exchangeable for shares of Class A Common Stock on a one-for-one basis.

(2) Represents percentage of voting power of the holders of our Class A Common Stock and Class V Common Stock voting together as a single class.

(3) Represents 15,000 shares of Class A Common Stock and 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(4) Represents 10,000 shares of Class A Common Stock and 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(5) Represents 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(6) Represents (i) 4,243,666 shares of Class A Common Stock and 2,400,000 shares of Class A Common Stock issuable up exercise of Private Placement Warrants (as defined below) held by the Roger K.

Deromedi Revocable Trust Dated 2/11/2000 Amended and Restated 11/9/2011 (the “Revocable Trust”) and (ii) 360,000 shares of Class A Common Stock held by the Roger K.

Deromedi Irrevocable Generation Skipping Trust dated October 1, 2020, Sandra E.

Deromedi, Trustee, FBO Sandra E.

Deromedi (the “Irrevocable Trust”).

Deromedi is the trustee of the Revocable Trust and has voting and dispositive power of the securities held by such entity and Mr.

Deromedi’s spouse is the trustee of the Irrevocable Trust and has voting and dispositive power of the securities held by such entity.

Accordingly, Mr.

Deromedi may be deemed to have or share beneficial ownership of such securities.

(7) Represents 178,333 shares of Class A Common Stock and 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(8) Represents 3,682,934 shares of Class A Common Stock (including 766,067 shares of Class A Common Stock held jointly with his spouse) and 1,920,000 shares of Class A Common Stock issuable upon exercise of Private Placement Warrants.

Does not include any indirect interest in securities held by CC Collier Holdings, LLC.

(9) Represents 5,580 shares of Class A Common Stock and 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(10) Represents 900,000 shares of Class A Common Stock held by The Rice Family Foundation, a 501(c)(3) nonprofit organization, of which Stacie R.

Lissette is the Trustee.

Lissette is the spouse of the Mr.

Lissette, and is the daughter of Michael W.

Rice, a member of the Company Board.

The business address of the Rice Family Foundation is P.O.

Box 229, Hanover, PA 17331.

(11) Represents 252,500 shares of Class A Common Stock and 5,703 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(12) Represents 8,749,513 shares of Class A Common Stock, 4,320,000 shares of Class A Common Stock subject to Private Placement Warrants and 34,218 shares of Class A Common Stock issuable upon settlement of restricted stock units that vest within 60 days of March 15, 2021.

(13) Represents shares of Class A Common Stock held by CC Collier Holdings, LLC.

CC Collier Holdings, LLC is the record holder of such securities.

Chu has sole voting and investment discretion with respect to the securities held of record by CC Collier Holdings, LLC.

Chu, disclaims beneficial ownership over any securities owned by CC Collier Holdings, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Chu served as a member of the Board of Directors of Collier Creek until the closing of the Business Combination.

The business address of CC Collier Holdings, LLC is 200 Park Avenue, 58th Floor, New York, New York 10166.

(14) Represents shares of Class A Common Stock beneficially held by Morgan Stanley, on behalf of itself and certain of its affiliates (collectively, “Morgan Stanley”), based solely on the Schedule 13G filed by Morgan Stanley with the SEC on February 12, 2021, indicating that Morgan Stanley had sole voting power with respect to no shares of Class A Common Stock, shared voting power with respect to 4,284,777 shares of Class A Common Stock, sole dispositive power with respect to no shares of Class A Common Stock, and shared dispositive power with respect to 4,284,777 shares of Class A Common Stock as of December 31, 2020 .

The business address of Morgan Stanley is 1585 Broadway, New York, NY 10036.

(15) Represents shares of Class A Common Stock beneficially held by T.

Rowe Price Associates, Inc.

(“Price Associates”), based solely on the Schedule 13G filed by Price Associates with the SEC on February 16, 2021, indicating that Price Associates had sole voting power with respect to 1,857,819 shares of Class A Common Stock, shared voting power with respect to no shares of Class A Common Stock, sole dispositive power with respect to 8,042,340 shares of Class A Common Stock, and shared dispositive power with respect to no shares of Class A Common Stock as of December 31, 2020 .

The business address of Price Associates is 100 E.

Pratt Street, Baltimore, MD 21202.

(16) Represents shares of Class A Common Stock beneficially owned by Neuberger Berman Group LLC, on behalf of itself and certain of its affiliates (collectively, “Neuberger Berman”), based solely on the Schedule 13G filed by Neuberger Berman with the SEC on February 11, 2021, indicating that Neuberger Berger had sole voting power with respect to no shares of Class A Common Stock, shared voting power with respect to 4,845,699 shares of Class A Common Stock, sole dispositive power with respect to no shares of Class A Common Stock, and shared dispositive power with respect to 4,891,714 shares of Class A Common Stock as of December 31, 2020.

The business address of Neuberger Berman is 1290 Avenue of the Americas, New York, NY 10104.

(17) Represents shares of Class A Common Stock issuable upon the conversion of certain Common Company Units retained by the Continuing Members at the closing of the Business Combination and the surrender and cancellation of a corresponding number of shares of Class V Common Stock.

UM Partners, LLC is a series LLC, consisting of two separate protected series, each of which has separate members, managers, ownership interests, assets, debts, liabilities, obligations and expenses.

The boards of managers of each of Series U of UM Partners LLC and Series R of UM Partners LLC consist of five members and act by majority approval.

Each of the members of the boards of managers of Series U of UM Partners LLC and Series R of UM Partners LLC disclaims beneficial ownership of any of our shares of Class V Common Stock, other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.

(18) Represents shares of Class A Common Stock beneficially owned by The Vanguard Group, Inc., on behalf of itself and certain of its affiliates (collectively, “Vanguard”), based solely on the Schedule 13G filed by Vanguard with the SEC on February 10, 2021, indicating that Vanguard had sole voting power with respect to no shares of Class A Common Stock, shared voting power with respect to 22,338 shares of Class A Common Stock, sole dispositive power with respect to 4,018,934 shares of Class A Common Stock, and shared dispositive power with respect to 58,170 shares of Class A Common Stock as of December 31, 2020.

The business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

Change in Control

There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control.

Securities Authorized for Issuance Under Equity Compensation Plans

Other information required by this Item 12 is included under the heading “ Executive and Director Compensation ― Securities Authorized for Issuance Under Equity Compensation Plans ” in our 2021 Proxy Statement.

Information concerning ownership of our voting securities by certain beneficial owners, individual nominees for director, the named executive officers, including persons serving as our Chief Executive Officer and Chief Financial Officer, and directors and executive officers as a group, will be located in the Proxy Statement in the section entitled “ Share Ownership of Certain Beneficial Owners and Management ,” which information is incorporated herein by reference.

Other information required by this Item 12 will be included under the heading “ Executive and Director Compensation - Equity Compensation Plan Information ” in our 2022 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

This information is incorporated by reference into this Annual Report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

Utz Related Person Transactions

Sageworth Holdings LLC Transaction Advisory Services

On November 22, 2019, UQF entered into a letter agreement with Sageworth Holdings, which was modified by the parties on May 29, 2020, for certain advisory services related to the Business Combination.

Brown, a member of our Board of Directors and member of the Boards of Managers of the Continuing Members, is the Founder and Chief Executive Officer of Sageworth Holdings.

Under the engagement letter, Sageworth Holdings advised UBH with respect to the structure, financial terms and negotiations of the Business Combination.

Pursuant to the engagement letter, upon the Closing of the Business Combination, UBH paid Sageworth Holdings a cash transaction fee equal to $5,000,000 (excluding reimbursement for certain expenses incurred on behalf of UQF).

Upon the Closing of the Business Combination, the engagement letter terminated by its terms.

Sageworth Trust Company Profit Sharing/401(k) Plan Advisory Services

On January 1, 2011, Utz Quality Foods, Inc.

entered into an engagement letter with Sageworth Trust Company (“Sageworth Trust”) for fiduciary services in connection with the Utz Quality Foods, Inc.

Profit Sharing/401(k) Plan (the “Profit Sharing Plan”).

Brown is the Founder and Chief Executive Officer of Sageworth Trust.

Sageworth Trust provides plan design, investment and similar services under the engagement letter.

On July 31, 2019, Utz Quality Foods and Sageworth Trust entered into a new engagement letter (“Current Engagement Letter”), which became effective October 1, 2019 and replaced a January 1, 2011 engagement letter.

Under the Current Engagement Letter, the services provided by Sageworth Trust to the Profit Sharing Plan and its sponsor remained substantially the same as under the 2011 engagement letter.

Under the Current Engagement Letter, UBH is required to pay Sageworth Trust $35,000 each calendar quarter during the term, plus out-of-pocket expenses.

The term of the Current Engagement Letter continues until terminated at will by either party.

In connection with the services provided by Sageworth Trust with respect to the Profit Sharing Plan during fiscal years 2017, 2018 and 2019, Utz paid Sageworth Trust $126,961, $148,920, and $148,260, respectively.

Fees for fiscal year 2020 under the Current Engagement Letter were equal to $161,000, which includes out-of-pocket expenses.

CCH Related Party Transactions

Class B Ordinary Shares

On May 2, 2018, CCH issued 2,875,000 Class B Ordinary Shares to the Sponsor in exchange for a capital contribution of $25,000.

On September 7, 2018, CCH effected a share capitalization resulting in the Sponsor holding an aggregate of 10,937,500 Class B Ordinary Shares.

On September 10, 2018, the Sponsor transferred 45,000, 45,000, 52,500 and 52,500 Class B Ordinary Shares to each of its independent directors, Antonio F.

Fernandez, Matthew M.

Mannelly, William D.

Toler and Craig D.

Steeneck, respectively.

On October 4, 2018, CCH effected a share capitalization resulting in an aggregate of 12,375,000 Class B Ordinary Shares.

On October 10, 2018, the underwriters partially exercised the over-allotment option, and an aggregate of 500,000 Class B Ordinary Shares were subsequently surrendered to CCH by the Sponsor for no consideration on October 19, 2018.

Of the 11,875,000 shares outstanding as of immediately prior to the Closing of the Business Combination, the Sponsor owned an aggregate of 11,680,000 Class B Ordinary Shares and the independent directors owned an aggregate of 195,000 Class B Ordinary Shares.

Upon the Closing of the Business Combination, the Class B Ordinary Shares automatically converted into shares of Class A Common Stock on a one-for-one basis, after giving effect to the conversion of Class B Common Stock upon the Closing of the Business Combination.

Such shares of Class A Common Stock are subject to the Related Agreements.

See “ — Post-Business Combination Arrangements — Investor Rights Agreement ”).

Private Placement

Simultaneously with the closing of the initial public offering of CCH (the “IPO”), CCH consummated the private placement of 7,200,000 Private Placement Warrants, at a price of $1.50 per warrant to the Sponsor, generating gross proceeds of $10.8 million.

Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share.

A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the trust account of CCH (the “Trust Account”).

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Administrative Service Fee

CCH agreed, commencing on the effective date of the IPO through the earlier of CCH’s consummation of a business combination and its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, and secretarial and administrative services.

CCH recorded $120,000 in general and administrative expenses in connection with this administrative services agreement during the year ended December 31, 2019.

As of December 31, 2019, CCH had accrued approximately $147,000 for services in connection with such agreement.

Forward Purchase Agreements

On September 7, 2018, CCH entered into forward purchase agreements with the Sponsor and CCH’s independent directors which provide for the purchase of an aggregate of 3,500,000 Class A Ordinary Shares (the “Forward Purchase Shares”), plus an aggregate of 1,166,666 Forward Purchase Warrants, redeemable to purchase one Class A Ordinary Share at $11.50 per share, for an aggregate purchase price of $35,000,000, or $10.00 per Class A Ordinary Share, in a private placement to close concurrently with the closing of the initial business combination.

The Forward Purchase Warrants had the same terms as the warrants sold by CCH in the IPO.

In connection with the Closing of the Business Combination, the Forward Purchase Shares and Forward Purchase Warrants were issued.

The proceeds from the sale of forward purchase securities were used as part of the consideration to the Continuing Members in the Business Combination.

Registration Rights

Prior to the Closing of the Business Combination, the holders of the Class B Ordinary Shares of CCH and Private Placement Warrants (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants) were entitled to registration rights pursuant to the Registration Rights Agreement, dated as of October 4, 2018, by and among CCH, the Sponsor and CCH’s independent directors (the “Original Registration Rights Agreement”).

The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination.

We were required to bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the Forward Purchase Agreements, CCH agreed to use its commercially reasonable best efforts (i) to file within 30 days after the closing of a business combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A Ordinary Shares), (ii) to cause such registration statement to be declared effective promptly thereafter and (iii) to maintain the effectiveness of such registration statement until the earliest of (a) the date on which the Sponsor and all of the independent directors or their respective assignees cease to hold the securities covered thereby and (b) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act.

In addition, the Forward Purchase Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by CCH.

In connection with the Business Combination, the Original Registration Rights Agreement terminated upon the execution of the Investor Rights Agreement.

(See the section entitled “ Post-Business Combination Arrangements — Related Agreements — Investor Rights Agreement — Registration Rights ”).

Post-Business Combination Arrangements

Third Amended and Restated Limited Liability Company Agreement

On the Closing Date, the existing second amended and restated limited liability company agreement of UBH was further amended and restated in its entirety to become the Third Amended and Restated Limited Liability Company Agreement.

Rights of the Units

Following the Closing, the Common Company Units are entitled to share in the profits and losses of UBH and to receive distributions as and if declared by our managing member and have no voting rights.

The Third Amended and Restated Limited Liability Company Agreement contains provisions which require that a one-to-one ratio is maintained between interests held by us in UBH and our Common Stock outstanding, subject to certain exceptions (including in respect of management equity which has not been settled in our Common Stock).

In addition, the Third Amended and Restated Limited Liability Company Agreement permits us, in our capacity as the managing member, to take actions to maintain such ratio, including in connection with stock splits, combinations, recapitalizations and exercises of the Continuing Members’ exchange rights (described below).

We, as the managing member of UBH, have the authority to create new equity interests in UBH, and establish the rights and privileges of such interests.

We, as the managing member of UBH following the Closing, have the sole authority to manage the business and affairs of UBH in accordance with the Third Amended and Restated Limited Liability Company Agreement or applicable law.

The business, property and affairs of UBH is managed solely by the managing member, and the managing member cannot be removed or replaced except by the incumbent managing member.

Distributions

Immediately following the Closing, our Board of Directors adopted a distribution policy in respect of UBH, pursuant to which we, as the managing member of UBH, will declare quarterly ordinary distributions and tax distributions, out of available cash, available borrowings and other funds legally available therefor, unless prohibited by applicable law and subject to applicable restrictions in UBH’s bank financing agreements.

The Third Amended and Restated Limited Liability Company Agreement provides for quarterly ordinary distributions as well as quarterly tax distributions, in each case payable in accordance with the Third Amended and Restated Limited Liability Company Agreement and UBH’s distribution policy, to the holders of Common Company Units on a pro rata basis based upon, with respect to tax distributions, an agreed-upon formula related to the taxable income of UBH allocable to holders of Common Company Units.

Generally, these tax distributions will be computed based on our estimate of the taxable income of UBH allocable to each holder of Common Company Units (based on certain assumptions) multiplied by an assumed tax rate equal to the highest effective marginal combined United States federal, state and local income tax rate applicable to an individual resident in Pennsylvania or a U.S.

corporation (whichever is higher), taking into account all jurisdictions in which we are required to file income tax returns and the relevant apportionment information and the character of UBH’s income, subject to various adjustments.

Distributions, including tax distributions, will be made to holders of Common Company Units on a pro rata basis.

Upon the liquidation or winding up of UBH, all net proceeds thereof will be distributed one hundred percent (100%) to the holders of Common Company Units on a pro rata basis.

Transfer Restrictions

The Third Amended and Restated Limited Liability Company Agreement contains restrictions on transfers of units and requires the prior consent of the managing member for such transfers, except, in each case, for (i) certain transfers to permitted transferees under certain conditions and (ii) exchanges of Common Company Units for Class A Common Stock.

Exchange of Common Company Units for Class A Common Stock

The Continuing Members will, up to twice per calendar quarter in the aggregate, be able to exchange all or any portion of their Common Company Units, together with the cancellation of an equal number of shares of Class V Common Stock, for a number of shares of Class A Common Stock equal to the number of exchanged Common Company Units by delivering a written notice to UBH, with a copy to us;

provided that no holder of Common Company Units may exchange less than 100,000 Common Company Units in any single exchange unless exchanging all of the Common Company Units held by such holder at such time, subject in each case to the limitations and requirements set forth in the Third Amended and Restated Limited Liability Company Agreement regarding such exchanges.

Notwithstanding the foregoing, we may, at our sole discretion, in lieu of delivering shares of Class A Common Stock for any Common Company Units surrendered for exchange, pay an amount in cash per Common Company Unit equal to the 5-day volume weighted average price (“VWAP”) of the Class A Common Stock ending on the day immediately prior to the date of the giving of the written notice of the exchange.

Exchange Ratio

For each Common Company Unit exchanged, one share of Class V Common Stock will be canceled and one share of Class A Common Stock will be issued to the exchanging member (unless we elect to pay an amount in cash in lieu thereof as described above).

The exchange ratio will be adjusted for any subdivision (split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Common Company Units that is not accompanied by an identical subdivision or combination of the Class A Common Stock or, by any such subdivision or combination of the Class A Common Stock that is not accompanied by an identical subdivision or combination of the Common Company Units.

If the Class A Common Stock is converted or changed into another security, securities or other property, on any subsequent exchange an exchanging Common Company Unit holder will be entitled to receive such security, securities or other property.

Restrictions on Exchange

We may limit the rights of holders of Common Company Units to exchange their Common Company Units under the Third Amended and Restated Limited Liability Company Agreement if we determine in good faith that such restrictions are necessary so that UBH will not be classified as a “publicly traded partnership” under applicable tax laws and regulations.

UBH will reimburse all of our expenses in connection with our ownership and management of UBH and its business (other than certain expenses, such as income taxes and payment obligations under the TRA.

Tax Receivable Agreement

On the Closing Date, we entered into the TRA with the Continuing Members.

Pursuant to the TRA, are required to pay to the Continuing Members or exchanging holders of Common Company Units, as applicable, 85% of the tax savings that we realize as a result of increases in tax basis in UBH’s assets as a result of the sale of Common Company Units for the cash consideration paid to the Continuing Members at the Closing, the purchase and redemption of the common units and preferred units in the Continuing Members and the future exchange of the Common Company Units for shares of Class A Common Stock (or cash) pursuant to the Third Amended and Restated Limited Liability Company Agreement and certain other tax attributes of UBH and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.

The term of the TRA will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the TRA for an amount representing the present value of anticipated future tax benefits under the TRA or certain other acceleration rights occur.

Investor Rights Agreement

On the Closing Date, we entered into an Investor Rights Agreement with the Continuing Members, the Sponsor Parties and the Sponsor Representative.

Director Appointment

Under the Investor Rights Agreement, subject to certain step down provisions, the Continuing Members have the right to nominate five individuals for election to the Board of Directors (the “Continuing Member Nominees”) and the Sponsor or Sponsor Representative, as applicable, has the right to nominate five Sponsor Nominees to be board members.

The five Continuing Members Nominees and the five Sponsor Nominees comprise our Board of Directors appointed in connection with the domestication of CCH.

Two Continuing Member Nominees and one Sponsor Nominee were nominated as Class I Directors with terms ending at our 2021 Annual Meeting;

one Continuing Member Nominee and two Sponsor Nominees were nominated as Class II Directors with terms ending at our 2022 Annual Meeting;

and two Continuing Member Nominees and two Sponsor Nominees were nominated as Class III Directors with terms ending at our 2023 Annual Meeting.

Under the Investor Rights Agreement, the Sponsor and the Continuing Member have agreed to vote all of their respective shares of Class A Common Stock and Class V Common Stock, as applicable, in favor of the nominees of each of the Continuing Members and the Sponsor or the Sponsor Representative, as applicable

Certain Consent Rights

For so long as the Continuing Members (together with their permitted transferees) hold economic interests in UBH and the Company (without duplication) representing more than 50% of the economic interests held by the Continuing Members immediately after the Closing (subject to certain restrictions), the Continuing Members have a consent right over (i) any direct or indirect sale (including by way of merger, consolidation, transfer, sale or other business combination) of greater than 50% of our property, assets or voting securities or greater than 50% of the property, assets or voting securities of UBH or Utz Quality Foods, (ii) any liquidation or dissolution of the Company, UBH or Utz Quality Foods, (iii) modifications to our charter or bylaws that materially and adversely impact the Continuing Members in their capacity as our stockholders or equityholders of UBH, (iv) moving the Company or any of its consolidated subsidiaries’ headquarters from Hanover, PA, or (v) changing the name of the Company or any of its consolidated subsidiaries.

Registration Rights

The Investor Rights Agreement terminated the Original Registration Rights Agreement that was entered into by CCH, the Sponsor and certain independent directors of CCH on October 4, 2018 in connection with the IPO.

Under the Investor Rights Agreement, the Continuing Members and the Sponsor (or its successors in interest, including acting through the Sponsor Representative) are entitled to make unlimited written demands for registration under the Securities Act of all or part of their shares of Class A Common Stock, so long as, in the case of an underwritten offering, such demand is for at least $10,000,000 in shares of Class A Common Stock (or $35,000,000 in shares of Class A Common Stock for a fully marketed offering).

In addition, subject to certain exceptions, the Continuing Members and the Sponsor (or its successors in interest, including acting through the Sponsor Representative) will be entitled to request in writing that we register the resale of any or all of their Class A Common Stock on Form S-3 and any similar short-form registration that may be available at such time as a “shelf registration.” Subject to certain customary exceptions, if any time after the Closing, we propose to file a registration statement under the Securities Act with respect to our securities, we will give notice to the relevant security holders party to the Investor Rights Agreement as to the proposed filing and offer such security holders an opportunity to register the sale of such number of shares of Class A Common Stock as requested by such security holders in writing, subject to customary cutbacks in an underwritten offering.

Any other of our security holders with piggyback registration rights may also participate in any such registrations, subject to customary cutbacks in an underwritten offering.

We have customary rights to postpone any registration statements for certain events.

If the registration is through an underwritten offering, certain of our security holders will agree to lockup restrictions on the same basis as our directors and executive officers.

Under the Investor Rights Agreement, we have agreed to indemnify the security holders and each underwriter and each of their respective controlling persons against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell shares of Class A Common Stock, unless such liability arose from their misstatement or omission, and the security holders have agreed to indemnify us and our officers and directors and controlling persons against all losses caused by their misstatements or omissions in those documents.

Information Access

Under the Investor Rights Agreement, we agree that directors may share any information concerning us and our subsidiaries received by the directors with the party that nominated such directors and such party’s designated representatives.

The director appointment and voting rights under the Investor Rights Agreement will terminate as to a party when such party (either the Continuing Members or the Sponsor and the Founder Holders, as a group), no longer has the right to appoint a director (which occurs when such group has less than 15% of the economic interests in the Company and UBH that it owned immediately after the Closing).

The registration rights in the Investor Rights Agreement will terminate as to each holder of shares of our Common Stock when such holder ceases to hold any such Common Stock or securities exercisable or exchangeable for such Common Stock.

Standstill Agreement

On the Closing Date, we entered into the Standstill Agreement, dated August 28, 2020 (“Standstill Agreement”), with the Continuing Members, the Sponsor, the Founder Holders and certain related parties of the Continuing Members.

Under the Standstill Agreement, the Continuing Members and certain related parties of the Continuing Members agreed that until the third anniversary of the Closing Date, or August 28, 2023, that they shall not acquire or attempt to acquire any additional Common Stock in excess of 55.8% of the voting power of our Common Stock on a fully-diluted basis, subject to certain exceptions.

Under such agreement, the Continuing Members, certain related parties of the Continuing Members, the Sponsor and the Founder Holders agreed that (i) until such parties are no longer able to designate a director to our Board of Directors pursuant to the Investor Rights Agreement, such parties shall not solicit proxies to vote or seek to advise or influence any person with respect to the voting of any of our securities in favor of electing any person as a director who is not nominated pursuant to the Investor Rights Agreement or by our Board of Directors or to approve stockholder proposals related thereto;

and (ii) until the annual meeting of stockholders held by us after the third anniversary of the completion of the Business Combination, or August 28, 2023, such parties shall not take certain actions contrary to our governance structure other than in accordance with the Investor Rights Agreement.

Sponsor Side Letter Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor, the Founder Holders, and CCH’s independent directors entered into the Sponsor Side Letter Agreement with CCH.

Under the Sponsor Side Letter Agreement, 2,000,000 Class B Ordinary Shares of CCH held by the Sponsor and CCH’s independent directors were automatically converted into 1,000,000 shares of Series B-1 Common Stock and 1,000,000 shares of Series B-2 Common Stock, which, collectively, form our Class B Common Stock, and all such Class B Common Stock is referred to herein as the “Restricted Sponsor Shares.” Under the Sponsor Side Letter Agreement, the Restricted Sponsor Shares which are shares of Series B-1 Common Stock will automatically convert into shares of Class A Common Stock upon the vesting of the Restricted Company Units held by us which vest upon the achievement of at least a $12.50 3-day VWAP which dollar threshold will be decreased by the aggregate amount of dividends per share paid by us after the Closing (including any vesting of such units in connection with a qualifying change of control or liquidation) and the Restricted Sponsor Shares which are shares of Series B-2 Common Stock will automatically convert into shares of Class A Common Stock upon the vesting of the Restricted Company Units held by us which vest upon the achievement of at least a $15.00 3-day VWAP which dollar threshold will be decreased by the aggregate amount of dividends per share paid by us after the Closing (including any vesting of such units in connection with a qualifying change of control or liquidation).

Upon conversion of the Restricted Sponsor Shares, the holder of each such Restricted Share will be entitled to receive a payment equal to the amount of dividends declared on a share of Class A Common Stock beginning at the Closing and ending on the day before the date such Restricted Sponsor Share converts into a share of Class A Common Stock.

If any of the Restricted Sponsor Shares do not convert prior to the 10-year anniversary of the Closing Date, such Restricted Sponsor Shares will be canceled for no consideration, and will not be entitled to receive any catch-up payment in respect of such Restricted Sponsor Shares.

Our Board of Directors determined that the vesting thresholds applicable to the Restricted Sponsor Shares had been satisfied as of Closing and, accordingly, all of the Restricted Sponsor Shares vested upon Closing and the same number of shares of Class A Common Stock were issued in lieu thereof.

Statement of Policy Regarding Transactions with Related Persons

Upon the Closing of the Business Combination, we adopted a formal written policy, which provides that our officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with us without the approval of our Audit Committee, subject to certain exceptions.

Indemnification of Directors and Officers

The Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL.

In addition, our charter provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Information required by this Item 13 will be included under the heading “ Related Party Transactions - Transactions with Related Persons ” and " Corporate Governance - Director Independence " in our 2022 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

This information is incorporated by reference into this Annual Report on Form 10-K.

Principal Accounting Fees and Services

Information required by this Item 14 is included under the heading “Auditor Fees” in our 2021 Proxy Statement.

Information required by this Item 14 will be included under the heading “ Audit, Audit-Related, Tax and All Other Fees ” in our 2022 Proxy Statement, which is to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

This information is incorporated by reference into this Annual Report on Form 10-K.

3 unchanged sentences

The following Consolidated Financial Statements of Utz Brands, Inc.

and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this report.

and the Reports of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this report.

Index to the Financial Statements Page

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of January 3, 2021 and December 29, 2019

Consolidated Statements of Operations And Comprehensive Income (Loss) for the periods ended January 3, 2021 and August 28, 2020 and the years ended December 29, 2019 and December 30, 2018

Consolidated Statements of Stockholders' Equity for the periods ended January 3, 2021 and August 28, 2020 and the years ended December 29, 2019 and December 30, 2018

Consolidated Statements of Cash Flows for the periods ended January 3, 2021 and August 28, 2020 and the years ended December 29, 2019 and December 30, 2018

Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Philadelphia, PA, PCAOB ID Number 248)

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Grant Thornton LLP, Philadelphia, PA, PCAOB ID Number 248 )

Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021

Consolidated Statements of Operations And Comprehensive Income (Loss) for the year ended January 2, 2022, fiscal periods ended January 3, 2021 and August 28, 2020, and year ended December 29, 2019

Consolidated Statements of Stockholders' Equity (Deficit) for the year ended January 2, 2022, fiscal periods ended January 3, 2021 and August 28, 2020, and year ended December 29, 2019

Consolidated Statements of Cash Flows for the year ended January 2, 2022, fiscal periods ended January 3, 2021 and August 28, 2020, and year ended December 29, 2019

Notes to Consolidated Financial Statements

18 unchanged sentences

001-38686), filed with the Commission on October 10, 2018).

Assignment and Assumption Agreement dated February 22, 2022 by and among the Company, Continental Stock Transfer & Trust Company, and Equinity Trust Company.

Description of Securities

44 unchanged sentences

001-38686) dated December 14, 2020 filed with the Commission on December 14, 2020.

Offer Letter, dated April 11, 2017, entered into by and between Utz Quality Foods, LLC and Mark Schreiber.

Offer Letter, dated April 11, 2017, entered into by and between Utz Quality Foods, LLC and Mark Schreiber (incorporated by reference to Exhibit 10.19 to Utz Bran ds, Inc.'s Annual Report on Form 10 - K (File No.

001-3 868 ), with the Commission on March 18, 2021 .

Amendment No.

2 to Credit Agreement, dated as of January 20, 2021, to the First Lien Credit Agreement, dated November 21, 2017, as amended, among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank of America, N.A., as Administrative Agent and Collateral Agent, and each lender from time to time party thereto (incorporated by reference from the Company’s Form 8-K (File No.

001-38686), filed with the Commission on January 20, 2021) (incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Quarterly Report on Form 10-Q (File No.

001-38686) dated May 13, 2021.

Amendment No.

3 to Credit Agreement, dated as of June 22, 2021, to the First Lien Term Loan Credit Agreement, dated as of November 21, 2017 (as amended by that certain Amendment No.

1 to Credit Agreement, dated as of July 23, 2020, by that certain Amendment No.

2 to Credit Agreement, dated as of January 20, 2021 among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank of America, N.A., as Administrative Agent and Collateral Agent and each lender from time to time party thereto.(incorporated by reference to Exhibit 10.1 to Utz Brands, Inc.’s Quarterly Report on Form 10-Q (File No.

001-38686) dated August 12, 2021.

Offer Letter dated June 7, 2021 by and between the Company and Shane Chambers.

Offer Letter dated May 10, 2021 by and between the Company and Theresa R.

Code of Ethics (incorporated by reference to Exhibit 14.1 to Utz Brands, Inc.’s Current Report on Form 8-K (File No.

5 unchanged sentences

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted to Section 906 of Sarbanes-Oxl ey Act of 2002.

Section 1350, as adopted to Section 906 of Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

15 unchanged sentences

March 3, 2022 UTZ BRANDS, INC.

/s/ Cary Devore

/s/ Ajay Kataria

Executive Vice President, Chief Financial Officer

Each person whose individual signature appears below hereby authorizes and appoints Dylan B.

Lissette and Cary Devore, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Lissette and Ajay Kataria, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

Lissette (Principal Executive Officer) Date

/s/ Cary Devore Executive Vice President, Chief Financial Officer March 18, 2021

Cary Devore (Principal Financial Officer) Date

Aumen Vice President, Chief Accounting Officer March 18, 2021

/s/ Ajay Kataria Executive Vice President, Chief Financial Officer March 3, 2022

Ajay Kataria (Principal Financial Officer) Date

Aumen Senior Vice President, Chief Accounting Officer March 3, 2022

Aumen (Principal Accounting Officer) Date

14 unchanged sentences

Brown Director March 3, 2022

/s/ Christina Choi Director March 18, 2021

/s/ Christine Choi Director March 3, 2022

Christine Choi Date

7 unchanged sentences

John Lindeman Date

/s/ Pamela Stewart Director March 3, 2022

Pamela Stewart Date

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures