Engagement Proposal
No. MH‑2026‑0317
Confidential
Margin & Growth Reset

Rebuild the
economics of
Castellan Foods.

A 14‑week engagement to recover 600 bps of operating margin and unlock a credible, board‑ready path back to double‑digit growth.
Prepared for
Diane Castellan · Chief Executive Officer
Castellan Foods, Inc.
Prepared by
Marcus Hale · Senior Partner
Meridian & Hale
Proposal date
June 8, 2026 · Valid 30 days
Professional fee
$485,000Fixed · 4 phases · 14 weeks
Exhibit A
For the Board & Executive Committee
Executive summary

Castellan is a category leader that has quietly stopped compounding. Volume is flat, private‑label is taking shelf, and operating margin has slipped 580 basis points in three years while input and trade costs have not. The business is healthy enough to fix — and large enough that the fix is worth eight figures.

This proposal sets out a focused, four‑phase engagement to do two things in parallel: take cost back out of the P&L without damaging the brand, and re‑point commercial energy at the segments where Castellan can still win. We do not arrive with a pre‑baked answer. We arrive with a method, a senior team, and a discipline for separating the few decisions that matter from the many that don't.

580bps
Operating-margin erosion since FY23, against flat volume
$31M
Identified annual EBITDA opportunity across cost & mix
14wk
To a board-ready plan with owned targets and a 90-day start
9.4×
Indicative first-year return on the professional fee

Figures reflect Meridian & Hale's preliminary diligence on management accounts shared under NDA dated May 2026; full validation occurs in Phase 1.

Exhibit B
What we are seeing
The situation

You have asked us to be direct, so we will be. Castellan's challenge is not a single failure — it is the compounding of several small ones that no one was mandated to own. From the data and the conversations to date, four pressures stand out.

01

Margin is leaking faster than it is being defended

Gross margin held, but operating margin fell 580 bps as trade spend, logistics, and SG&A grew unchecked. Trade promotion ROI is unmeasured below the brand level, so unprofitable promotions repeat by default.

02

The portfolio is carrying tail it can't afford

The bottom 40% of SKUs generate 6% of contribution but absorb a third of complexity cost — changeovers, slow stock, and forecast error — that lands disproportionately on the plants.

03

Growth has narrowed to one channel

Grocery retail is mature and increasingly private‑label. Foodservice and the direct/club channels — where Castellan's quality story actually lands — are under‑built and under‑resourced.

04

Decisions are slow because the numbers disagree

Finance, supply chain, and commercial each run their own version of the truth. There is no single profitability view by SKU, customer, and channel — so the hard calls keep getting deferred.

Exhibit C
Why this is solvable
Our understanding

None of this is terminal. Castellan still owns the things that are hard to build — a trusted brand, a quality reputation with chefs and buyers, and the manufacturing footprint to serve growth. What it lacks is a single, enforced view of where money is made and lost, and the will to act on it. That is a problem consulting is genuinely good at.

Fact base before opinion

We rebuild the profitability picture from source data first. Recommendations follow evidence the whole leadership team can see and trust.

Margin without brand damage

Cost comes out of complexity, trade waste, and procurement — not out of the product quality your customers buy you for.

Owned, not delivered to

Targets are co‑set with your leaders and signed by their names. We work alongside the team, not over their shoulders.

Built to outlast us

Every model, scorecard, and cadence is handed over and taught. The capability stays when the engagement ends.

Exhibit D
How we will work
Approach & methodology

The engagement moves through four disciplined stages. Each gate produces a decision the steering committee signs before the next begins — no stage proceeds on assumption.

Stage 01

Diagnose

Rebuild profitability by SKU, customer, and channel. Establish one fact base and a sized opportunity map.

Stage 02

Prioritize

Rank every initiative by value, speed, and feasibility. Lock a portfolio of moves the team will actually own.

Stage 03

Design

Build the cost, portfolio, and channel plans in detail, with owners, milestones, and a financial case per move.

Stage 04

Mobilize

Stand up governance, a value-tracking scorecard, and a 90-day launch so the plan lands the day we leave.

Hypothesis-led · evidence-tested Four signed decision gates Capability transfer throughout
Exhibit E
Scope of work
Workstreams & deliverables

Three workstreams run in coordination under a single program lead. Each maps to a phase of the fee and produces a defined, board‑grade deliverable set.

W1
Profitability & cost transformation
Phases 1–3
Weeks 1–11

Build a clean profitability view by SKU, customer, and channel; size and design the cost program across procurement, trade promotion, logistics, and complexity. Every initiative carries a named owner and a validated financial case before it enters the plan.

Deliverables
  • Full P&L bridge & opportunity map
  • SKU / customer profitability model
  • Trade-promotion ROI framework
  • Procurement & logistics savings plan
W2
Portfolio & growth strategy
Phases 2–3
Weeks 4–11

Rationalize the SKU tail, re‑point innovation at proven demand, and build a credible channel strategy that takes Castellan beyond mature grocery into foodservice and direct/club, where the quality story commands a premium.

Deliverables
  • SKU rationalization & mix plan
  • Channel growth strategy & sizing
  • Pricing & pack architecture
  • Three-year revenue model
W3
Governance & mobilization
Phase 4
Weeks 12–14

Convert strategy into motion: an executive-owned value office, a live tracking scorecard, decision cadences, and a sequenced 90‑day launch so momentum carries past the engagement and benefits are measured in the actual P&L.

Deliverables
  • Value-tracking scorecard & KPI tree
  • Governance & decision-rights model
  • 90-day mobilization roadmap
  • Board presentation pack
Exhibit F
Who will do the work
Engagement team

This is a senior team by design. The partners in this proposal are the partners in the room — not a pitch crew handing off to juniors. Four dedicated practitioners, supported by our consumer‑goods analytics bench.

MH
Marcus Hale
Senior Partner · Sponsor

28 years in consumer goods. Leads the engagement and owns the board relationship and final recommendations.

RO
Renata Okafor
Partner · Cost & Operations

Former operations VP at a $4B food manufacturer. Leads the cost-transformation and supply-chain workstream.

DL
Daniel Reyes-Lange
Principal · Commercial Strategy

Leads portfolio, pricing, and channel growth. Day-to-day owner of the commercial workstream.

SK
Sophie Kang
Engagement Manager

Runs the program on the ground — analysis, cadence, and the steering-committee gates. Your daily point of contact.

Exhibit G
Fourteen weeks, four gates
Engagement timeline

The engagement runs 14 weeks from kickoff. Each phase closes at a signed steering‑committee gate; phases overlap deliberately so the plan is shaped by the diagnosis, not bolted on after it.

Phase 1 · Diagnose
Establish the fact base
Weeks 1–4
Phase 2 · Prioritize
Size & rank the moves
Weeks 4–7
Phase 3 · Design
Build the detailed plans
Weeks 7–11
Phase 4 · Mobilize
Govern, track & launch
Weeks 12–14
Wk 1Wk 4Wk 7Wk 11Wk 14
Exhibit H
The investment
Professional fees

Our fee is fixed and phased — billed by phase against signed deliverables, not by the hour. There is no spend you cannot forecast. Each phase below is independently scoped; you approve at every gate before the next phase, and its fee, begins.

1
Diagnose
Profitability fact base, P&L bridge & sized opportunity map
Weeks 1–4
$135,000
2
Prioritize
Initiative ranking, portfolio of moves & locked targets
Weeks 4–7
$110,000
3
Design
Detailed cost, portfolio & channel plans with financial cases
Weeks 7–11
$155,000
4
Mobilize
Value office, scorecard, governance & 90-day launch
Weeks 12–14
$85,000
Total professional feeFixed · 14 weeks · all four phases
$485,000
Payment schedule
On signatureRetainer against Phase 1 — reserves the team & start date
20%
$97,000
Phase 1 gateOn acceptance of the diagnosis & opportunity map
25%
$121,250
Phase 2 gateOn acceptance of the prioritized initiative portfolio
20%
$97,000
Phase 3 gateOn acceptance of the detailed plans & financial cases
25%
$121,250
Engagement closeOn delivery of the mobilization roadmap & board pack
10%
$48,500

Fees are exclusive of reasonable, pre‑approved travel and out‑of‑pocket expenses, billed at cost and capped at 8% of the phase fee. Invoices are net‑15. Pricing held for 30 days from the proposal date.

Exhibit I
The case for Meridian & Hale
Why us

We are a senior‑only firm focused on consumer and industrial mid‑market. We take a small number of engagements a year so that partners do the work. The proof is in the P&L impact our clients keep after we leave.

$31M
Annual EBITDA recovered for a regional bakery group through cost & portfolio reset — sustained into year two.
720bps
Operating-margin recovery for a packaged-foods client across an 18-month cost transformation.
2.3×
Foodservice revenue growth for a CPG manufacturer after a channel-strategy reset we designed and stood up.

Senior-only model

The median Meridian practitioner has 16 years of operating or advisory experience. No learning on your account.

Sector depth

40+ consumer & industrial engagements since 2014. We know your cost lines and your buyers before we start.

Value, not decks

We measure ourselves on benefits realized in your P&L — and structure fees so our incentive matches yours.

Exhibit J
The terms, plainly
Engagement terms

Scope & gates

Work proceeds phase by phase. Each phase is approved at a signed steering‑committee gate before the next begins; you may pause at any gate.

Ownership & confidentiality

All models, analyses, and deliverables are Castellan's property on payment. Both parties are bound by the mutual NDA dated May 2026.

Team & continuity

The named team is committed for the engagement. Any substitution requires equivalent seniority and your prior written approval.

Independence & conflicts

We hold no engagement with a direct Castellan competitor during this work, and will disclose any potential conflict in writing.

Change of scope

Material changes are documented and re‑priced in advance. No additional fee is incurred without your written sign‑off.

Governing terms

This engagement is governed by our Master Services Agreement, attached. This proposal and its pricing are valid for 30 days.

Acceptance

Authorize the engagement

Signing below approves the scope, workstreams, timeline, and the fixed professional fee of $485,000 across four phases as set out in the preceding exhibits, and authorizes the signature retainer of $97,000 to reserve the team and kickoff date. On receipt we will countersign and issue the Master Services Agreement the same day.

Total professional fee
$485,000Fixed · 4 phases · 14 weeks
Due on signature
$97,00020% retainer against Phase 1
Proposal valid until
July 8, 2026Pricing held 30 days
Diane Castellan · Chief Executive Officer
Castellan Foods, Inc.
Date