MAMAS CREATIONS INC (MAMA)
Sector: Consumer Staples
2026 Annual Meeting Analysis
MAMAS CREATIONS INC · Meeting: July 2, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Directors
Independent director with strong financial expertise (CPA, former CFO), serves as audit committee chair and lead independent director, joined in 2023 (within 24 months exemption period does not apply but TSR trigger does not fire given MAMA's 3-year price return of +505% vastly exceeds PBJ benchmark by +496pp, well above the 65pp threshold required to trigger an against vote), no overboarding concerns, and attendance above 75%.
New nominee joining in 2026, exempt from TSR trigger as a first-time director; brings over 35 years of food industry executive experience at Hormel Foods covering finance, M&A, and investor relations, with directly relevant industry and financial qualifications for MAMA's stage and sector.
Independent director with extensive senior HR leadership experience across large public companies, joined in 2023, no TSR trigger fires given MAMA's exceptional outperformance of the PBJ benchmark, attendance above 75%, and no overboarding concerns.
Long-tenured director since 2013 with deep food industry expertise from Wakefern Food Corp, no overboarding concerns, attendance above 75%, and the TSR trigger does not apply given MAMA's 3-year price return of +505% exceeds the PBJ Food & Beverage ETF benchmark by approximately +496 percentage points, far short of the 65pp threshold required for the strong-positive-TSR tier.
CEO and Chairman since 2022 with relevant food and beverage industry expertise; as an executive director he is subject to the same TSR trigger as other directors, but MAMA's 3-year price return of +505% outperforms the PBJ benchmark by approximately +496 percentage points — well below the 65pp underperformance threshold required to trigger an against vote — so the TSR test passes decisively.
All five director nominees receive a FOR vote. The company's stock has delivered extraordinary shareholder returns — a 3-year price gain of approximately +505% versus PBJ's +8.5%, a gap of roughly +496 percentage points in shareholders' favor — so the TSR performance trigger does not come close to firing for any director. The board includes a disclosed skills matrix, a financial expert on the audit committee, and all directors met the 75% attendance threshold.
Say on Pay
✓ FORCEO
Adam L. Michaels
Total Comp
$1,240,000
Prior Support
98%%
CEO total compensation of $1,240,000 (drawn from the fiscal year 2025 SCT figure provided in the CEO compensation block, which represents the most recently completed prior year for benchmarking) is reasonable for a food-sector CEO at a ~$627M market cap company, and the fiscal 2026 SCT total of $2,340,664 includes a large stock award component reflecting outstanding company performance. The pay program is meaningfully variable — base salary of $450,000 represents roughly 19% of the CEO's fiscal 2026 total, with the remainder in performance-based equity (PSUs tied to adjusted EBITDA targets) and cash incentives tied to quantitative financial metrics — well above the 50-60% variable pay threshold. Pay-for-performance alignment is strong: MAMA's stock rose over 500% over three years versus approximately 8.5% for the PBJ Food & Beverage ETF benchmark, incentive payouts were modestly below target (80% payout on cash incentives), and the company has a Dodd-Frank compliant clawback policy in place. The prior year say-on-pay vote received 98% support, requiring no remediation.
Auditor Ratification
✓ FORAuditor
UHY LLP
Tenure
1 yrs
Audit Fees
$1,035,000
Non-Audit Fees
$0
UHY LLP was only engaged in October 2024, so tenure is approximately one year — far below the 25-year threshold that would raise independence concerns. The fee table shows $1,035,000 in audit fees and zero non-audit fees, meaning the non-audit fee ratio is 0%, well within the 50% policy limit. No material restatements attributable to audit failure are disclosed, and UHY is a large national firm appropriate for MAMA's market cap.
Overall Assessment
Mama's Creations' 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive a FOR vote determination. The company has delivered exceptional shareholder returns over three years (approximately +505% versus the PBJ Food & Beverage ETF benchmark's +8.5%), the executive compensation program is genuinely performance-linked with below-target payouts in fiscal 2026, and the newly engaged auditor UHY LLP has zero non-audit fees and only one year of tenure.