Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2021 |
Pay vs Performance Disclosure [Table] |
|
|
|
Pay vs Performance [Table Text Block] |
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following
information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see the
“Executive Compensation” section above.
2023
|
|
|
$4,783,196
|
|
|
$3,138,469
|
|
|
$1,462,602
|
|
|
$859,920
|
|
|
$83.87
|
|
|
$127.64
|
|
|
$69,298
|
|
|
$144,509
|
2022
|
|
|
$1,535,629
|
|
|
$204,432
|
|
|
$772,038
|
|
|
$321,945
|
|
|
$122.27
|
|
|
$124.49
|
|
|
$60,190
|
|
|
$127,556
|
2021
|
|
|
$5,095,561
|
|
|
$20,303,595
|
|
|
$2,428,917
|
|
|
$9,001,865
|
|
|
$146.47
|
|
|
$111.60
|
|
|
$55,976
|
|
|
$117,208
|
(1)
|
The amounts reported in this column represent the amounts of total compensation reported for our President, Chief Executive
Officer and Chairman, Alex Ryan, each corresponding year in the “Total” column of the Summary Compensation Table.
|
(2)
|
The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Ryan, as computed in
accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ryan during the applicable year and were not considered by the Compensation Committee at the time it
made decisions with respect to Mr. Ryan’s compensation. For Fiscal 2021, a significant portion of the Compensation Actually Paid to Mr. Ryan was due to the vesting of pre-IPO equity awards held by Mr. Ryan and the increase in value of
such awards in connection with our IPO. Prior to our IPO, pre-IPO equity awards that were subject to performance conditions were valued at zero. In accordance with the requirements of Item 402(v) of Regulation S-K, the following
adjustments were made to Mr. Ryan’s total compensation for each year to determine the compensation actually paid to him for the relevant year:
|
Reported Summary Compensation Table (“SCT”) Total for Mr. Ryan
|
|
|
$4,783,196
|
|
|
$1,535,629
|
|
|
$5,095,561
|
Amounts reported in the “Stock awards” and “Option awards” columns of the SCT
|
|
|
($2,966,919)
|
|
|
—
|
|
|
($3,684,153)
|
Fair value (as of year end) of equity awards granted
during the year that remain unvested at year end
|
|
|
$2,394,683
|
|
|
—
|
|
|
$5,393,874
|
Change in fair value (as of vesting date from prior year
end) of previously-granted equity awards that vested during the year
|
|
|
($222,561)
|
|
|
($304,910)
|
|
|
$10,609,873
|
Fair value (as of the vesting date) of equity awards that
were granted and vested during the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Change in fair value (as of year end from prior year end)
of previously-granted equity awards that remain unvested at year end
|
|
|
($849,930)
|
|
|
($1,026,287)
|
|
|
$2,888,440
|
Fair value (as of the end of the prior year) of
previously-granted equity awards that failed to meet vesting conditions in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Value of dividends or other earnings paid on equity
awards during the year not otherwise reflected in fair value of equity award or total compensation for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Compensation Actually Paid to Mr. Ryan
|
|
|
$3,138,469
|
|
|
$204,432
|
|
|
$20,303,595
|
Stock option grant date fair values are calculated based on the Black-Scholes
option pricing model as of the grant date, as set forth in our Annual Report on Form 10-K for the applicable period. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the
measurement date and updated assumptions (i.e., term, volatility, and risk-free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of grant date, and adjustments have been made using the
stock price as of year-end and as of each vesting date.
(3)
|
The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named
Executive Officers (the “non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO
|
NEOs included for purposes of calculating the average amounts in each
applicable year are as follows: (i) for 2023, Lori Beaudoin, Pete Przybylinski, Zach Rasmuson, Sean Sullivan, and Jennifer Fall Jung, (ii) for 2022, Lori Beaudoin, Gayle Bartscherer, Pete Przybylinski, and Zach Rasmuson; and (iii) for 2021,
Lori Beaudoin and Pete Przybylinski.
(4)
|
The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO NEOs as a
group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO NEOs as a group during the applicable year and were not
considered by the Compensation Committee at the time it made decisions with respect to the compensation of our non-PEO NEOs. For Fiscal 2021, a significant portion of the Compensation Actually Paid to our non-PEO NEOs was due to the
vesting of pre-IPO equity awards held by the non-PEO NEOs and the increase in value of such awards in connection with our IPO. Prior to our IPO, pre-IPO equity awards that were subject to performance conditions were valued at zero. In
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO NEOs as a group for each year to determine the compensation actually paid:
|
Average Summary Compensation Table (“SCT”) Total for non-PEO NEOs
|
|
|
$1,462,602
|
|
|
$772,038
|
|
|
$2,428,917
|
Average amounts reported in the “Stock awards” and
“Option awards” columns of the SCT
|
|
|
($781,726)
|
|
|
($190,213)
|
|
|
($1,626,246)
|
Average fair value (as of year end) of equity awards
granted during the year that remain unvested at year end
|
|
|
$448,552
|
|
|
$157,217
|
|
|
$2,380,957
|
Average change in fair value (as of vesting date from
prior year end) of previously-granted equity awards that vested during the year
|
|
|
(90,023)
|
|
|
($97,031)
|
|
|
$4,573,219
|
Average fair value (as of the vesting date) of equity
awards that were granted and vested during the year
|
|
|
$15,757
|
|
|
—
|
|
|
—
|
Average change in fair value (as of year end from prior
year end) of previously-granted equity awards that remain unvested at year end
|
|
|
($195,242)
|
|
|
($320,066)
|
|
|
$1,245,018
|
Average fair value (as of the end of the prior year) of
previously-granted equity awards that failed to meet vesting conditions in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Average value of dividends or other earnings paid on
equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Average Compensation Actually Paid to non-PEO NEOs
|
|
|
$859,920
|
|
|
$321,945
|
|
|
$9,001,865
|
Stock option grant date fair values are calculated based on the Black-Scholes
option pricing model as of the grant date, as set forth in our Annual Report on Form 10-K for the applicable period. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the
measurement date and updated assumptions (i.e., term, volatility, and risk-free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of grant date, and adjustments have been made using the
stock price as of year-end and as of each vesting date.
(5)
|
The amounts reported in this column represent cumulative total shareholder return (“TSR”) of the Company under SEC rules
from March 17, 2021, the date our common stock began trading on the NYSE, through the last trading day for the applicable fiscal year in the table. TSR is calculated by dividing the difference between the Company’s share price at the
end and at the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
|
(6)
|
The amounts reported in this column represent the peer group TSR under SEC rules from March 17, 2021, the date our common
stock began trading on the NYSE, through the last trading day for the applicable fiscal year in the table. The peer group TSR is calculated by dividing the difference between the index value at the end and at the beginning of the
measurement period by the index value at the beginning of the measurement period. The peer group used for this purpose is the Standard & Poor’s 500 Beverage Index.
|
(7)
|
The dollar amounts reported in this column represent the amount of net income reflected in the Company’s audited financial
statements for the applicable year.
|
(8)
|
The amounts reported in this column represent Adjusted EBITDA. Adjusted EBITDA is calculated as described in Appendix A. For
Fiscal 2021 through Fiscal 2023, Adjusted EBITDA was weighted 80% in determining the Annual Incentive Bonus Program
payout. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that this is the financial
performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the
Company’s named executive officers, for Fiscal 2023, to Company performance.
|
|
|
|
Company Selected Measure Name |
Adjusted EBITDA
|
|
|
Named Executive Officers, Footnote [Text Block] |
(3)
|
The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named
Executive Officers (the “non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO
|
NEOs included for purposes of calculating the average amounts in each
applicable year are as follows: (i) for 2023, Lori Beaudoin, Pete Przybylinski, Zach Rasmuson, Sean Sullivan, and Jennifer Fall Jung, (ii) for 2022, Lori Beaudoin, Gayle Bartscherer, Pete Przybylinski, and Zach Rasmuson; and (iii) for 2021,
Lori Beaudoin and Pete Przybylinski.
|
|
|
Peer Group Issuers, Footnote [Text Block] |
(6)
|
The amounts reported in this column represent the peer group TSR under SEC rules from March 17, 2021, the date our common
stock began trading on the NYSE, through the last trading day for the applicable fiscal year in the table. The peer group TSR is calculated by dividing the difference between the index value at the end and at the beginning of the
measurement period by the index value at the beginning of the measurement period. The peer group used for this purpose is the Standard & Poor’s 500 Beverage Index.
|
|
|
|
PEO Total Compensation Amount |
$ 4,783,196
|
$ 1,535,629
|
$ 5,095,561
|
PEO Actually Paid Compensation Amount |
$ 3,138,469
|
204,432
|
20,303,595
|
Adjustment To PEO Compensation, Footnote [Text Block] |
(2)
|
The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Ryan, as computed in
accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ryan during the applicable year and were not considered by the Compensation Committee at the time it
made decisions with respect to Mr. Ryan’s compensation. For Fiscal 2021, a significant portion of the Compensation Actually Paid to Mr. Ryan was due to the vesting of pre-IPO equity awards held by Mr. Ryan and the increase in value of
such awards in connection with our IPO. Prior to our IPO, pre-IPO equity awards that were subject to performance conditions were valued at zero. In accordance with the requirements of Item 402(v) of Regulation S-K, the following
adjustments were made to Mr. Ryan’s total compensation for each year to determine the compensation actually paid to him for the relevant year:
|
Reported Summary Compensation Table (“SCT”) Total for Mr. Ryan
|
|
|
$4,783,196
|
|
|
$1,535,629
|
|
|
$5,095,561
|
Amounts reported in the “Stock awards” and “Option awards” columns of the SCT
|
|
|
($2,966,919)
|
|
|
—
|
|
|
($3,684,153)
|
Fair value (as of year end) of equity awards granted
during the year that remain unvested at year end
|
|
|
$2,394,683
|
|
|
—
|
|
|
$5,393,874
|
Change in fair value (as of vesting date from prior year
end) of previously-granted equity awards that vested during the year
|
|
|
($222,561)
|
|
|
($304,910)
|
|
|
$10,609,873
|
Fair value (as of the vesting date) of equity awards that
were granted and vested during the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Change in fair value (as of year end from prior year end)
of previously-granted equity awards that remain unvested at year end
|
|
|
($849,930)
|
|
|
($1,026,287)
|
|
|
$2,888,440
|
Fair value (as of the end of the prior year) of
previously-granted equity awards that failed to meet vesting conditions in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Value of dividends or other earnings paid on equity
awards during the year not otherwise reflected in fair value of equity award or total compensation for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Compensation Actually Paid to Mr. Ryan
|
|
|
$3,138,469
|
|
|
$204,432
|
|
|
$20,303,595
|
Stock option grant date fair values are calculated based on the Black-Scholes
option pricing model as of the grant date, as set forth in our Annual Report on Form 10-K for the applicable period. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the
measurement date and updated assumptions (i.e., term, volatility, and risk-free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of grant date, and adjustments have been made using the
stock price as of year-end and as of each vesting date.
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,462,602
|
772,038
|
2,428,917
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 859,920
|
321,945
|
9,001,865
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(4)
|
The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO NEOs as a
group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO NEOs as a group during the applicable year and were not
considered by the Compensation Committee at the time it made decisions with respect to the compensation of our non-PEO NEOs. For Fiscal 2021, a significant portion of the Compensation Actually Paid to our non-PEO NEOs was due to the
vesting of pre-IPO equity awards held by the non-PEO NEOs and the increase in value of such awards in connection with our IPO. Prior to our IPO, pre-IPO equity awards that were subject to performance conditions were valued at zero. In
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO NEOs as a group for each year to determine the compensation actually paid:
|
Average Summary Compensation Table (“SCT”) Total for non-PEO NEOs
|
|
|
$1,462,602
|
|
|
$772,038
|
|
|
$2,428,917
|
Average amounts reported in the “Stock awards” and
“Option awards” columns of the SCT
|
|
|
($781,726)
|
|
|
($190,213)
|
|
|
($1,626,246)
|
Average fair value (as of year end) of equity awards
granted during the year that remain unvested at year end
|
|
|
$448,552
|
|
|
$157,217
|
|
|
$2,380,957
|
Average change in fair value (as of vesting date from
prior year end) of previously-granted equity awards that vested during the year
|
|
|
(90,023)
|
|
|
($97,031)
|
|
|
$4,573,219
|
Average fair value (as of the vesting date) of equity
awards that were granted and vested during the year
|
|
|
$15,757
|
|
|
—
|
|
|
—
|
Average change in fair value (as of year end from prior
year end) of previously-granted equity awards that remain unvested at year end
|
|
|
($195,242)
|
|
|
($320,066)
|
|
|
$1,245,018
|
Average fair value (as of the end of the prior year) of
previously-granted equity awards that failed to meet vesting conditions in the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Average value of dividends or other earnings paid on
equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year
|
|
|
—
|
|
|
—
|
|
|
—
|
Average Compensation Actually Paid to non-PEO NEOs
|
|
|
$859,920
|
|
|
$321,945
|
|
|
$9,001,865
|
Stock option grant date fair values are calculated based on the Black-Scholes
option pricing model as of the grant date, as set forth in our Annual Report on Form 10-K for the applicable period. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the
measurement date and updated assumptions (i.e., term, volatility, and risk-free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of grant date, and adjustments have been made using the
stock price as of year-end and as of each vesting date.
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Relationship between Compensation Actually
Paid and Company TSR
The graph below sets forth the relationship between Compensation Actually Paid to
our PEO (Alex Ryan), the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR starting March 17, 2021, the date our common stock began trading on the NYSE, through July 31, 2023.
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
Relationship between Compensation Actually
Paid and Net Income
The graph below sets forth the relationship between Compensation Actually Paid to
our PEO (Alex Ryan), the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Income.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Relationship between Compensation Actually
Paid and Adjusted EBITDA
The graph below sets forth the relationship between Compensation Actually Paid to
our PEO (Alex Ryan), the average Compensation Actually Paid to our Non-PEO NEOs, and our company-selected measure, Adjusted EBITDA.
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
Comparison of Company TSR and Peer Group TSR
The graph below compares the Company’s cumulative TSR starting March 17, 2021,
the date our common stock began trading on the NYSE, through July 31, 2023 to the cumulative TSR of the Standard & Poor’s 500 Beverage Index TSR, our peer group, over the same period.
|
|
|
Tabular List [Table Text Block] |
Performance Measures
As described in greater detail in the “Compensation Discussion and Analysis”
section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an
objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year, Fiscal
2023, to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows:
Most Important Financial Performance Measures
|
Adjusted EBITDA
|
Net Sales
|
No other financial performance measures were used by the Company in its executive
compensation program for the most recently completed fiscal year, Fiscal 2023.
|
|
|
Total Shareholder Return Amount |
$ 83.87
|
122.27
|
146.47
|
Peer Group Total Shareholder Return Amount |
127.64
|
124.49
|
111.6
|
Net Income (Loss) |
$ 69,298,000
|
$ 60,190,000
|
$ 55,976,000
|
Company Selected Measure Amount |
144,509,000
|
127,556,000
|
117,208,000
|
PEO Name |
Alex Ryan
|
Alex Ryan
|
Alex Ryan
|
Adjusted Ebitda Weighted Annual Incentive Bonus Program Payout Percentage |
80.00%
|
80.00%
|
80.00%
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Adjusted EBITDA
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Net Sales
|
|
|
PEO [Member] | Amounts Reported in the "Stock Awards" and "Option Awards" Columns of the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ (2,966,919)
|
$ 0
|
$ (3,684,153)
|
PEO [Member] | Fair Value (as of Year End) of Equity Awards Granted During the Year that Remain Unvested at Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,394,683
|
0
|
5,393,874
|
PEO [Member] | Change in Fair Value (as of Vesting Date from Prior Year End) of Previously-Granted Equity Awards that Vested During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(222,561)
|
(304,910)
|
10,609,873
|
PEO [Member] | Fair Value (as of the Vesting Date) of Equity Awards that Were Granted and Vested During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Change in Fair Value (as of Year End from Prior Year End) of Previously-Granted Equity Awards that Remain Unvested at Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(849,930)
|
(1,026,287)
|
2,888,440
|
PEO [Member] | Fair Value (as of the End of the Prior Year) of Previously-Granted Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards During the Year not Otherwise Reflected in Fair Value of Equity Award or Total Compensation for the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Amounts Reported in the "Stock Awards" and "Option Awards" Columns of the SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(781,726)
|
(190,213)
|
(1,626,246)
|
Non-PEO NEO [Member] | Fair Value (as of Year End) of Equity Awards Granted During the Year that Remain Unvested at Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
448,552
|
157,217
|
2,380,957
|
Non-PEO NEO [Member] | Change in Fair Value (as of Vesting Date from Prior Year End) of Previously-Granted Equity Awards that Vested During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(90,023)
|
(97,031)
|
4,573,219
|
Non-PEO NEO [Member] | Fair Value (as of the Vesting Date) of Equity Awards that Were Granted and Vested During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
15,757
|
0
|
0
|
Non-PEO NEO [Member] | Change in Fair Value (as of Year End from Prior Year End) of Previously-Granted Equity Awards that Remain Unvested at Year End [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(195,242)
|
(320,066)
|
1,245,018
|
Non-PEO NEO [Member] | Fair Value (as of the End of the Prior Year) of Previously-Granted Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards During the Year not Otherwise Reflected in Fair Value of Equity Award or Total Compensation for the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ 0
|