DEF 14A of Freshpet, Inc., Apr 30, 2025

DEF 14A of Freshpet, Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016477

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | | | | | | COMMITTEES | | | | | NAME | AGE | DIRECTOR INDEPENDENCE | APPOINTED | CURRENT TERM EXPIRES | A | CHCM | NG | OPS | | DIRECTOR NOMINEES | | | | | | | | | | Olu Beck | 58 | | Oct 2019 | 2025 | | | | • | | David B. Biegger | 66 | | May 2023 | 2025 | • | | | CHAIR | | Daryl G. Brewster | 68 | | Jan 2011 | 2025 | | CHAIR | | | | William B. Cyr Chief Executive Officer | 62 | | Sept 2016 | 2025 | | | | | | Walter N. George III* | 68 | | Nov 2014 | 2025 | | | | | | Jacki S. Kelley | 58 | | Feb 2019 | 2025 | | | • | | | Lauri Kien Kotcher | 64 | | Apr 2024 | 2025 | | | • | | | Timothy R. McLevish | 70 | | Aug 2023 | 2025 | • | | | | | Leta D. Priest | 65 | | Sept 2018 | 2025 | | • | CHAIR | | | Joseph E. Scalzo | 66 | | Aug 2023 | 2025 | | | | • | | Craig D. Steeneck | 67 | | Nov 2014 | 2025 | CHAIR | | | • | | David J. West | 62 | | Jul 2023 | 2025 | | • | | |

  3. BOARD OF DIRECTORS

    | * = Independent Chair of the Board = Financial Expert | A = Audit Committee CHCM = Compensation and Human Capital Management NG = Nominating and Governance OPS = Operations and FSQA |

  4. BOARD OF DIRECTORS

    | Skill or Experience | | Directors | | | # of Directors | | High Growth Business and Innovation | | | | | | | | Experience with high-growth companies having led through the complexities of scaling growth, ensuring strategic alignment, risk management, and operational sustainability during periods of accelerated growth with innovation at all levels. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Lauri Kien Kotcher Timothy R. McLevish | Leta D. Priest Joseph E. Scalzo David J. West | | | Fresh Food Manufacturing, Supply Chain Technologies | | | | | | | | Experience in leading complex manufacturing designs in support of multi-year accelerated growth, requiring innovation at all levels inclusive of operational efficiencies, technology, supply chain initiatives, cost optimization, product quality, and regulatory compliance. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Timothy R. McLevish Joseph E. Scalzo Craig D. Steeneck | David J. West | | | Risk Management | | | | | | | | Experience in navigating complex and dynamic challenges while safeguarding the Company’s assets, reputation, and long-term sustainability, inclusive of cybersecurity, AI and enterprise crisis preparedness and response. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Timothy R. McLevish Leta D. Priest | Joseph E. Scalzo Craig D. Steeneck David J. West | | | Finance | | | | | | | | Experience in the understanding of accounting and financial reporting processes, capital structure, robust financial controls, and compliance. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Lauri Kien Kotcher Timothy R. McLevish Leta D. Priest | Joseph E. Scalzo Craig D. Steeneck David J. West | | | Capital Allocation | | | | | | | | Experience directing the Company’s financial resources such as profits, cash reserves, or raising capital in ways that maximize long-term shareholder value. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Lauri Kien Kotcher Timothy R. McLevish | Joseph E. Scalzo Craig D. Steeneck David J. West | | | Fresh Food Retail and Pet Industries | | | | | | | | Experience with unique perspective contributing to the company’s strategy with insights into consumer behavior, diet-health wellness of pets, fresh supply chain optimization, and shifts in retail models. | Olu Beck Daryl G. Brewster William B. Cyr Walter N George III | Lauri Kien Kotcher Timothy R. McLevish Leta D. Priest Joseph E. Scalzo | David J. West | | | Human Capital Management | | | | | | | | Experience with leading strategies for sustaining competitive advantage and long-term success in the areas of talent strategies, high performing culture and engagement programs, succession planning, and compensation strategies to drive shareholder value. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki Kelley Lauri Kien Kotcher Timothy R. McLevish | Leta D. Priest Joseph E. Scalzo Craig D. Steeneck David J. West | | | Marketing | | | | | | | | Experience rooted in a customer centric strategy, using data analytics and performance metrics to guide decisions, and enhancing customer engagement. | Olu Beck Daryl G. Brewster William B. Cyr | Jacki S. Kelley Lauri Kien Kotcher Leta D. Priest | Joseph E. Scalzo David J. West | |

  5. BOARD OF DIRECTORS

    4 in 12 directors are diverse (includes gender and ethnic diversity)

  6. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board is asking stockholders to elect twelve (12) directors to the Board. Each of the director nominees is standing for election for a term ending at the 2026 Annual Meeting and until his or her successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal. The Board has nominated and unanimously recommends the election of twelve (12) incumbent directors (the “Director Nominees”). For more information on the Director Nominees, please see “Directors, Executive Officers, and Corporate Governance—Board of Directors—Director Nominees” on page 31 of this Proxy Statement. The Board unanimously recommends that stockholders vote “FOR” each of the Director Nominees.

  7. WHAT VOTE IS REQUIRED, AND HOW WILL MY VOTES BE COUNTED TO ELECT THE DIRECTOR NOMINEES AND TO APPROVE EACH OF THE OTHER PROPOSALS?

    WHAT VOTE IS REQUIRED, AND HOW WILL MY VOTES BE COUNTED TO ELECT THE DIRECTOR NOMINEES AND TO APPROVE EACH OF THE OTHER PROPOSALS?

  8. WHAT VOTE IS REQUIRED, AND HOW WILL MY VOTES BE COUNTED TO ELECT THE DIRECTOR NOMINEES AND TO APPROVE EACH OF THE OTHER PROPOSALS?

    | Proposal | Voting Standard | Board Recommendation | Effect of Abstentions and Withholds | Effect of Broker Non-Votes | | Proposal No. 1 Election of Twelve (12) Directors to the Board | Majority of votes cast, meaning that for a director to be elected to the Board, the number of shares voted “FOR” such director’s election must exceed the number of votes cast “AGAINST” such director’s election. | FOR each of the DIRECTOR NOMINEES | Abstentions have no effect on the outcome of the proposal. | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. | | Proposal No. 2 Ratification of the Appointment of KPMG as Our Independent Registered Public Accounting Firm for 2025 | Majority of shares present in person or by proxy and entitled to vote on the matter. | FOR | Abstentions have the same effect as a vote against the proposal. | Broker discretionary voting is expected to be permitted for this proposal. | | Proposal No. 3 Non-Binding Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) | Majority of shares present in person or by proxy and entitled to vote on the matter. | FOR | Abstentions have the same effect as a vote against the proposal. | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. | | Proposal No. 4 Non-Binding Advisory Vote on Frequency of Executive Compensation (“Say-on-Pay Frequency”) | The option that receives the highest number of votes cast of the majority of shares present in person or by proxy and entitled to vote on the matter. | EVERY YEAR | Abstentions will have no effect on the outcome of this proposal. | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. |

  9. WHAT VOTE IS REQUIRED, AND HOW WILL MY VOTES BE COUNTED TO ELECT THE DIRECTOR NOMINEES AND TO APPROVE EACH OF THE OTHER PROPOSALS?

    Under our Bylaws, when a quorum is present at any meeting of stockholders, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter is required to approve such matter, subject to certain exceptions governed by law or regulation, such as the DGCL. Pursuant to our Bylaws, an election of directors is considered to be “contested” if, in connection with the Annual Meeting, the Secretary of the Company has received one or more notices that a stockholder has nominated or proposed to nominate a person or persons for election as a director, which notice(s) purport(s) to be in compliance with the advance notice requirements set forth in our Bylaws, and as of the date that is 14 days in advance of the date that the Company files its definitive proxy statement with the SEC, such notice has not been formally and irrevocably withdrawn by such stockholder. Because no one has submitted such a notice of nomination, the election of directors at this year’s Annual Meeting is uncontested and will be conducted by a majority of the votes cast. OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES ON PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND “EVERY YEAR” ON PROPOSAL 4 USING ONE OF THE METHODS DESCRIBED IN OUR PROXY MATERIALS.

  10. SPECIFIC WAYS WE ENGAGED WITH STOCKHOLDERS IN 2024 AND SO FAR IN 2025

    | | WHAT WE HEARD | OUR RESPONSE | | GOVERNANCE | Stockholders expressed support for the concept of a long-term governance transformation plan and the fact that we have executed each element as originally outlined and on the timetable that was committed in 2020. | Our Board appreciates shareholder support for the plan. Now that the Company has completed the 5-year plan, we are evaluating what other changes, if any, might be appropriate for Freshpet over the next several years. | | | Stockholders encouraged us to strengthen our non-compete policies for management. | The Board conducted an extensive review with an outside consultant and has updated its non-compete policies and severance agreements with key leadership. | | | Stockholders encouraged the Company to provide greater visibility on capital allocation and future cash needs. | The Company has outlined its specific capital investment plans, including a breakdown of capital expenditures. It has committed to being cash flow positive by 2026 and is currently ahead of schedule. | | | Stockholders expressed the need for greater transparency around succession planning for key leadership and refreshment on the Board of Directors. | The Board undertook more rigorous succession planning and hired a key new talent to provide greater bench strength in the C-suite as well as providing another internal candidate for long-term succession planning. |

  11. STOCKHOLDER ENGAGEMENT | 17

    | | WHAT WE HEARD | OUR RESPONSE | | ENVIRONMENTAL SOCIAL & GOVERNANCE | Stockholders encouraged the Company to continue to be pragmatic with its Responsible Business Goals. Stockholders appreciated the Company’s focus on the development and retention of its entire workforce as a meaningful social goal for a high growth company. | The Company has continued to incent its most senior leaders for the development and retention of the workforce and added workforce safety to the list of key metrics it rewards. | | | Stockholders encouraged us to enhance our ESG disclosure practices and align on the most appropriate reporting framework. | The Company has released its fourth annual Sustainability Report which provides the most detailed reporting yet on the Company’s performance against its long-term sustainability goals. Our annual sustainability reports are available on our website at investors.freshpet.com. | | EXECUTIVE COMPENSATION | Stockholders encouraged the Board to transition to more traditional equity incentive plans upon the completion of the 2020 Multi-Year Grant performance period in order to avoid the risk of misalignment of goals. | The Company has implemented a more traditional equity incentive plan for the most senior management beginning in 2025. | | | Stockholders felt that the Company’s addition of employee retention to the Annual Incentive Plan for senior executives was a very pragmatic way to address a business-appropriate social goal in the current environment. | The focus on retention drove significant improvement in the Company’s overall retention rate and that has positively impacted the Company’s profitability. The Company has expanded the retention goal to now include employee safety, development and satisfaction to the Annual Incentive Plan. | | | Stockholders felt that the Company should include metrics related to the balance sheet or absolute or relative total stockholder return in its executive compensation. | The Compensation Committee approved the inclusion of a relative total stockholder return metric for annual equity incentive grants made in 2025 for the most senior leaders. |

  12. COMMITMENT TO NOURISHING PETS, PEOPLE AND PLANET

    | | WATER CONSERVATION | | Manufacturing fresh pet food requires water in the cooking and cleaning processes. As one of our most valuable natural resources, Freshpet aims to minimize our impact on the planet’s water supply. Freshpet Kitchens include technology to minimize their impact on our planet's water supply including: | | | ON-SITE WASTEWATER TREATMENT FACILITY | | | Freshpet’s wastewater treatment facility in Pennsylvania became operational in September 2020. This 6,600 square foot facility processes up to 200 gallons per minute removing residual traces of meat, vegetables, fat, and pollutants from the Kitchens’ wastewater. The 15,000 sq ft facility located in our Ennis Kitchens is even more advanced and has begun providing water so clean that it can be re-used in the facility’s cooling system. In addition to easing our burden on municipal facilities, Freshpet’s investment in treating our own wastewater was a sound financial decision. These systems help avoid significant wastewater treatment fees, helping the project pay for itself over time. | | | RAINWATER HARVESTING SYSTEM | | | The Freshpet's Pennsylvania Kitchens incorporate a 427,500 gallon rainwater harvesting system that provides irrigation for 62,000 square feet of landscaping on site. In addition to reducing our burden on the municipal water supplies, rainwater harvesting helps reduce stormwater runoff from the property. Reduced stormwater runoff helps minimize a storm’s peak flow volume and velocity in local creeks, streams, and rivers, thereby reducing the potential for streambank erosion. Reduced runoff can also help reduce contamination of surface water with pesticides, sediment, metals, and fertilizers. | |

  13. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Set forth below is the name, age (as of April 30, 2025), position, and tenure information for our directors and director nominees:

  14. BOARD OF DIRECTORS

    | | | | | | COMMITTEES | | | | | NAME | AGE | INDEPENDENT | APPOINTED | CURRENT TERM EXPIRES | A | CHCM | NG | OPS | | DIRECTOR INDEPENDENCE | | | | | | | | | | Olu Beck | 58 | | Oct 2019 | 2025 | | | | • | | David B. Biegger | 66 | | May 2023 | 2025 | • | | | CHAIR | | Daryl G. Brewster | 68 | | Jan 2011 | 2025 | | CHAIR | | | | William B. Cyr Chief Executive Officer | 62 | | Sept 2016 | 2025 | | | | | | Walter N. George III* | 68 | | Nov 2014 | 2025 | | | | | | Jacki S. Kelley | 58 | | Feb 2019 | 2025 | | | • | | | Lauri Kien Kotcher | 64 | | Apr 2024 | 2025 | | | • | | | Timothy R. McLevish | 70 | | Aug 2023 | 2025 | • | | | | | Leta D. Priest | 65 | | Sept 2018 | 2025 | | • | CHAIR | | | Joseph E. Scalzo | 66 | | Aug 2023 | 2025 | | | | • | | Craig D. Steeneck | 67 | | Nov 2014 | 2025 | CHAIR | | | • | | David J. West | 62 | | Jul 2023 | 2025 | | • | | |

  15. BOARD OF DIRECTORS

    | * = Independent Chair of the Board = Financial Expert | A = Audit Committee CHCM = Compensation and Human Capital Management NG = Nominating and Governance OPS = Operations and FSQA |

  16. BOARD OF DIRECTORS

    | Skill or Experience | | Directors | | | # of Directors | | High Growth Business and Innovation | | | | | | | | Experience with high-growth companies having led through the complexities of scaling growth, ensuring strategic alignment, risk management, and operational sustainability during periods of accelerated growth with innovation at all levels. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Lauri Kien Kotcher Timothy R. McLevish | Leta D. Priest Joseph E. Scalzo David J. West | | | Fresh Food Manufacturing, Supply Chain Technologies | | | | | | | | Experience in leading complex manufacturing designs in support of multi-year accelerated growth, requiring innovation at all levels inclusive of operational efficiencies, technology, supply chain initiatives, cost optimization, product quality, and regulatory compliance. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Timothy R. McLevish Joseph E. Scalzo Craig D.Steeneck | David J. West | | | Risk Management | | | | | | | | Experience in navigating complex and dynamic challenges while safeguarding the Company’s assets, reputation, and long-term sustainability, inclusive of cybersecurity, AI and enterprise crisis preparedness and response. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Timothy R. McLevish Leta D. Priest | Joseph E. Scalzo Craig D. Steeneck David J. West | | | Finance | | | | | | | | Experience in the understanding of accounting and financial reporting processes, capital structure, robust financial controls, and compliance. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Lauri Kien Kotcher Timothy R. McLevish Leta D. Priest | Joseph E. Scalzo Craig D.Steeneck David J. West | | | Capital Allocation | | | | | | | | Experience directing the Company’s financial resources such as profits, cash reserves, or raising capital in ways that maximize long-term shareholder value. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Lauri Kien Kotcher Timothy R. McLevish | Joseph E. Scalzo Craig D.Steeneck David J. West | | | Fresh Food Retail and Pet Industries | | | | | | | | Experience with unique perspective contributing to the company’s strategy with insights into consumer behavior, diet-health wellness of pets, fresh supply chain optimization, and shifts in retail models. | Olu Beck Daryl G. Brewster William B. Cyr Walter N George III | Lauri Kien Kotcher Timothy R. McLevish Leta D. Priest Joseph E. Scalzo | David J. West | | | Human Capital Management | | | | | | | | Experience with leading strategies for sustaining competitive advantage and long-term success in the areas of talent strategies, high performing culture and engagement programs, succession planning, and compensation strategies to drive shareholder value. | Olu Beck David B. Biegger Daryl G. Brewster William B. Cyr | Walter N George III Jacki S. Kelley Lauri Kien Kotcher Timothy R. McLevish | Leta D. Priest Joseph E. Scalzo Craig D.Steeneck David J. West | | | Marketing | | | | | | | | Experience rooted in a customer centric strategy, using data analytics and performance metrics to guide decisions, and enhancing customer engagement. | Olu Beck Daryl G. Brewster William B. Cyr | Jacki S. Kelley Lauri Kien Kotcher Leta D. Priest | Joseph E. Scalzo David J. West | |

  17. BOARD OF DIRECTORS

    4 in 12 directors are diverse (includes gender and ethnic diversity)

  18. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  19. DIRECTOR NOMINEES

    | Age 58 Director Since October 2019 Independent Committees Operations and FSQA Other Public Boards Denny’s Corporation Saputo Inc. | Olu Beck | | | | | | | | | Olu Beck has been a member of our Board since October 2019. Since January 2013, Ms. Beck has been the Founder and Chief Executive Officer of The Beck Group NJ, a boutique strategic and management consulting firm. Ms. Beck also served as Chief Executive Officer and a member of the board of directors of Wholesome Sweeteners, Inc., a maker of consumer-packaged natural and organic sweeteners and snacks, from 2016 to 2018. Prior to that, Ms. Beck served as Head of Global & U.S. Marketing (Shopper) & Health and Wellness for Johnson and Johnson, Inc. from 2010 to 2012. Prior to Johnson and Johnson, Inc., Ms. Beck served in various executive leadership roles in Finance and Sales at Mars Incorporated from 1989 to 2009, including serving as Chief Financial Officer of Ben’s Original (formerly Uncle Ben’s Rice) (“Ben’s Original”). Ms. Beck also serves on the boards of directors of Denny’s Corporation (Nasdaq: DENN), Saputo Inc. (TSX: SAP) and Tropicana Brand Group, and served on the board of directors and as Chair of the Audit Committee of Hostess Brands, Inc. until its acquisition by The J.M. Smucker Company in November 2023. Ms. Beck has more than 25 years of experience in finance, portfolio business management and general management, including direct experience in transformational and strategic growth—both organically and through mergers and acquisitions. | | | | | | | | | Ms. Beck’s extensive experience as a senior executive in the consumer packaged goods industry including at Mars Inc. and as Chief Financial Officer of Ben’s Original provides the Board with expertise in Fresh Food Retail and Pet Industries, Finance, and Human Capital Management. | | | | | | | | | Top Three Key Skills | | Fresh Food Retail and Pet Industries | | Finance | | Human Capital Management |

  20. DIRECTOR NOMINEES

    | Age 66 Director Since May 2023 Independent Committees Audit Operations and FSQA CHAIR | David B. Biegger | | | | | | | | | David B. Biegger has been a member of our Board since May 17, 2023. Mr. Biegger is an accomplished supply chain leader with over 40 years of experience in the consumer package goods industry. Mr. Biegger currently serves as an Operating Partner of Shore Capital Partners, a Chicago-based private equity firm specializing in investments across food & beverage, healthcare and business services sectors. He previously served as Executive Vice President and Chief Supply Chain Officer of Conagra Brands, a leading food and beverage services company, from 2015 until his retirement in May 2021. Prior to joining Conagra Brands, he worked at Campbell Soup Company, providing leadership across the company’s complex Global Supply Chain and Operations functions between 2005 and 2015. He also spent time in his early career building his foundational Manufacturing experience at Procter & Gamble Company. | | | | | | | | | Mr. Biegger’s experience as Chief Supply Chain Officer of Conagra Brands as well as his extensive career in operations and manufacturing provides the Board with deep expertise in Fresh Food Manufacturing and Supply Chain Technologies as well as in Risk Management and Capital Allocation. | | | | | | | | | Top Three Key Skills | | Risk Management | | Fresh Food Manufacturing, Supply Chain Technologies | | Capital Allocation |

  21. DIRECTOR NOMINEES

    | Age 68 Director Since January 2011 Independent Committees Compensation and Human Capital Management CHAIR | Daryl G. Brewster | | | | | | | | | Daryl G. Brewster has been a member of our Board since January 2011. Since 2013, Mr. Brewster has served as the Chief Executive Officer of CECP, a coalition of chief executive officers from over 200 large cap companies focused on driving sustainable business and improving communication with strategic investors. Since 2008, Mr. Brewster has also been the founder and chief executive officer of Brookside Management, LLC, a boutique consulting firm that provides C-level consulting and support to consumer companies and service providers to the industry. Mr. Brewster previously served as an Operating Advisor to The Carlyle Group and as a Management Advisor to MidOcean Partners. Mr. Brewster served as the Chief Executive Officer of Krispy Kreme Doughnuts, Inc. from March 2006 through January 2008. From 1996 to 2006, Mr. Brewster was a senior executive at Nabisco, Inc. and Kraft, Inc. (which acquired Nabisco in 2000), where he served in numerous senior executive roles, most recently as Group Vice President and President, Snacks, Biscuits and Cereal. Before joining Nabisco, Mr. Brewster served as Managing Director, Campbell’s Grocery Products Ltd.—UK, Vice-President, Campbell’s Global Strategy, and Business Director, Campbell’s U.S. Soup. Mr. Brewster serves on the boards of The Bazooka Companies, LLC and Mother Administered Nutritive Assistance (MANA) and previously served on the board of E*Trade Financial Services, Inc., and several private equity-backed firms. | | | | | | | | | Mr. Brewster’s experience providing consulting services to consumer companies and as a senior executive in a variety of fast-moving consumer food companies provides the Board with expertise in High Growth Business and Innovation, Human Capital Management, and Capital Allocation. | | | | | | | | | Top Three Key Skills | | High Growth Business and Innovation | | Human Capital Management | | Capital Allocation |

  22. DIRECTOR NOMINEES

    | Age 62 Director Since September 2016 Chief Executive Officer Committees None | William B. Cyr | | | | | CEO | | | | William B. Cyr has been a member of our Board and our Chief Executive Officer since September 2016. Before assuming his role at Freshpet, Mr. Cyr served as President and Chief Executive Officer of Sunny Delight Beverages Co. (“SDBC”) from August 2004 to February 2016. Prior to joining SDBC, Mr. Cyr spent 19 years at Procter & Gamble, where he ultimately served as the Vice President and General Manager of the North American Juice Business and Global Nutritional Beverages. Mr. Cyr serves as a Board and Executive Committee Member of the Consumer Brands Association, a position he has held since 2002. Additionally, during his time as President and Chief Executive Officer of SDBC, Mr. Cyr was a member of the board of directors of American Beverage Association from 2007 until 2016 and served on the Executive Committee from 2012 to 2016. Mr. Cyr holds an A.B. from Princeton University. | | | | | | | | | Mr. Cyr’s experience as Chief Executive Officer of Freshpet for the last eight years and his extensive career in the consumer products industry provides the Board with expertise in Fresh Food Retail and Pet Industries, High Growth Business and Innovation, and Human Capital Management. | | | | | | | | | Top Three Key Skills | | Fresh Food Retail and Pet Industries | | High Growth Business and Innovation | | Human Capital Management |

  23. DIRECTOR NOMINEES

    | Age 68 Director Since November 2014 Independent Board Chair Committees None | Walter N. George III | | | | Chair of the Board | | | | | Walter N. George III has been a member of our Board since 2014, and Chair of the Board since 2023. Mr. George is the President of G3 Consulting, LLC, a boutique advisory firm specializing in value creation in small and mid-market consumer products companies, a company he founded in 2013. Mr. George served as President of the American Italian Pasta Company and Corporate Vice President of Ralcorp Holdings from 2010 until its sale to Conagra Foods in 2013. Mr. George served as Chief Operating Officer at American Italian Pasta Company from 2008 to 2010. From 2001 to 2008, Mr. George served in other executive roles with American Italian Pasta Company, including as Senior Vice President—Supply Chain and Logistics and Executive Vice President—Operations and Supply Chain. From 1988 through 2001, Mr. George held a number of senior operating positions with Hill’s Pet Nutrition, a subsidiary of Colgate Palmolive Company, most recently as Vice President of Supply Chain. | | | | | | | | | Mr. George’s experience in senior executive and operations roles at American Italian Pasta Company and Hill’s Pet Food provides the Board with expertise in Fresh Food Retail and Pet Industries, Fresh Food Manufacturing and Supply Chain Technologies, and Risk Management. | | | | | | | | | Top Three Key Skills | | Fresh Food Retail and Pet Industries | | Fresh Food Manufacturing and Supply Chain Technologies | | Risk Management |

  24. DIRECTOR NOMINEES

    | Age 58 Director Since February 2019 Independent Committees Nominating and Governance | Jacki S. Kelley | | | | | | | | | Jacki S. Kelley has been a member of our Board since February 2019. Ms. Kelley has over 25 years of executive and senior leadership experience in the media and digital industries. Ms. Kelley currently serves as EVP, Chief Client Officer & Chief Business Officer at IPG. Prior to her current role she served as CEO/Americas at Dentsu, Inc. from January 2020 to September 2023. Ms. Kelley spent five years at Bloomberg, first joining as Chief Operating Officer of Bloomberg Media in 2014 and then moving to Bloomberg LP in 2017 after being appointed Deputy Chief Operating Officer. Before joining Bloomberg, Ms. Kelley was the CEO, North America, and President of Global Clients for IPG Mediabrands as well as Global CEO, Universal McCann. Ms. Kelley was also a Vice President, Worldwide Strategy & Solutions, at Yahoo! and worked with USA Today for 18 years, leaving the company as a Senior Vice President. Ms. Kelley also serves on the board of directors and as Vice Chair of the American Advertising Federation and is an Executive Board member of the Ad Council. | | | | | | | | | Ms. Kelley’s experience as an executive in media and advertising companies such as Dentsu, IPG and Bloomberg provides the Board with deep expertise in Marketing, as well as in High Growth Business and Innovation and Human Capital Management. | | | | | | | | | Top Three Key Skills | | High Growth Business and Innovation | | Human Capital Management | | Marketing |

  25. DIRECTOR NOMINEES

    | Age 64 Director Since April 2024 Independent Committees Nominating and Governance | Lauri Kien Kotcher | | | | | | | | | Lauri Kien Kotcher has been a member of our Board since April 9, 2024. Ms. Kien Kotcher’s experience includes serving as a member of the board of directors and as Chief Executive Officer of Quip NYC Inc. since August 2023. Prior to this role, Ms. Kien Kotcher served as Chief Executive Officer of The Shade Store from October 2021 to May 2022, and as Chief Executive Officer of Hello Products from January 2015 to January 2021, as well as Chief Marketing Officer of Godiva Chocolatier from 2009 to 2013. Earlier in her career, she held marketing leadership roles at Lehman Brothers and Pfizer Consumer Healthcare and was a Partner at McKinsey & Company during her 15-year tenure there. Ms. Kien Kotcher also served on the board of directors of Farmer’s Fridge and previously served as a director of LXRandCo, Inc. | | | | | | | | | Ms. Kien Kotcher’s experience as CEO of high growth personal care product companies and experience in marketing, including as Chief Marketing Officer at Godiva, provides the Board with expertise in Marketing, High Growth Business and Innovation, and Human Capital Management. | | | | | | | | | Top Three Key Skills | | Human Capital Management | | High Growth Business and Innovation | | Marketing |

  26. DIRECTOR NOMINEES

    | Age 70 Director Since August 2023 Independent Committees Audit | Timothy R. McLevish | | | | | | | | | Timothy R. McLevish has been a member of our Board since August 21, 2023. Mr. McLevish is a senior corporate finance executive and board member with deep experience in large-scale, complex and global consumer businesses. He has served as Chief Financial Officer at five public companies, including Carrier Corporation, Walgreens Boots Alliance, Inc., Kraft Foods Group, Inc., Ingersoll-Rand Corporation and Mead Corporation. Mr. McLevish previously worked at Touche Ross & Co. and began his career at General Mills. He has served as a member of the board of directors of Revlon, Inc. since April 2023, and is a former member of the board of directors of Conagra Brands, Inc. until its spinoff to Lamb Weston Holdings, Inc. in 2016, where he served as a director until 2017. Mr. McLevish also served as a director of Kennametal, Inc. from 2004 to 2019, during which tenure he served as chair of the audit committee and as a member of the nominating and governance committee, and as a director of R.R. Donnelley & Sons Company from 2016 to 2022, during which tenure he served as chair of the audit committee and as a member of the compensation committee. | | | | | | | | | Mr. McLevish’ s extensive experience as Chief Financial Officer at five public companies as well as experience at a prominent public accounting firm provides the Board with extensive expertise in Finance as well as Capital Allocation and Risk Management. | | | | | | | | | Top Three Key Skills | | Finance | | Capital Allocation | | Risk Management |

  27. DIRECTOR NOMINEES

    | Age 65 Director Since September 2018 Independent Committees Compensation and Human Capital Management Nominating and Governance CHAIR | Leta D. Priest | | | | | | | | | Leta D. Priest has been a member of our Board since September 2018. Ms. Priest has over 30 years of executive and senior leadership experience in the retail and consumer packaged goods industries. Ms. Priest was a key leader in food for Walmart from May 2003 to November 2015 during Walmart’s expansion of grocery, including serving as Senior Vice President and General Merchandising Manager, Fresh Food from 2009 to 2015. Ms. Priest also served as Senior Vice President, General Merchandising Manager in other key areas of food for Walmart from January 2007 through 2015. Ms. Priest began her career with Walmart as Vice President of Food Development. Ms. Priest joined Walmart from Safeway, where she served as Vice President Corporate Brands, North America from January 1998 to April 2003. Prior to her time at Safeway, Ms. Priest had 11 years of consumer products experience in senior leadership roles across brand management and product development with The Torbitt & Castleman Company and Dole Food Company. Ms. Priest serves as a director on the private company board of Milo’s Tea Company since April 2018 and served on the private company board of Gehl Foods from November 2019 until June 2024. | | | | | | | | | Ms. Priest’s experience as an executive in the retail and consumer packaged goods industries including roles in merchandising and food development at Walmart provides the Board with expertise in Fresh Food Retail and Pet Industries, High Growth Business and Innovation, and Human Capital Management. | | | | | | | | | Top Three Key Skills | | Fresh Food Retail and Pet Industries | | High Growth Business and Innovation | | Human Capital Management |

  28. DIRECTOR NOMINEES

    | Age 66 Director Since August 2023 Independent Committees Operations and FSQA Other Public Boards Treehouse Foods, Inc. | Joseph E. Scalzo | | | | | | | | | Joseph E. Scalzo has been a member of our Board since August 21, 2023. Mr. Scalzo is an experienced consumer packaged goods executive and board member with significant operational, leadership and governance expertise. He has more than 30 years of experience at leading food and consumer companies, including serving as CEO of The Simply Good Foods Company, Atkins Nutritionals, Inc., and WhiteWave Foods Company, as well as in senior executive roles at Dean Foods, The Gillette Company and The Coca-Cola Company. Mr. Scalzo began his career at Procter & Gamble. He has been a member of the board of directors at Treehouse Foods, Inc. (NYSE: THS) since April 2022, where he serves on the audit committee and compensation committee. He is a partner in Centerview Capital, an investment firm that specializes in the branded packaged goods sector, a position he has held since September 2024. He formerly served as a director of HNI Corp., Earthbound Farms, and Focus Brands. | | | | | | | | | Mr. Scalzo’s experience in senior executive and operational roles at leading food and consumer companies such as The Simply Good Foods Company, Atkins Nutritionals, Inc., Dean Foods, Gillette and The Coca-Cola Company provides the Board with expertise in High Growth Business and Innovation, Capital Allocation, and Marketing. | | | | | | | | | Top Three Key Skills | | High Growth Business and Innovation | | Capital Allocation | | Marketing |

  29. DIRECTOR NOMINEES

    | Age 67 Director Since November 2014 Independent Committees Operations and FSQ Audit CHAIR Other Public Boards Utz Brands, Inc. | Craig D. Steeneck | | | | | | | | | Craig D. Steeneck has been a member of our Board since November 2014. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods Inc., 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 and was an integral part of the integration team for several of its acquisitions. From June 2005 to July 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 improved financial performance. Pinnacle Foods was acquired by Conagra Brands in October 2018. From April 2003 to June 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Hotels and Resorts, Inc.), playing key roles in wide-scale organization of internal processes and staff management. From March 2001 to April 2003, Mr. Steeneck served as Executive Vice President and Chief Financial Officer of Resorts Condominiums International (now Wyndham Hotels and Resorts, Inc.). From October 1999 to February 2001, Mr. Steeneck was the Chief Financial Officer of International Home Foods Inc. which was acquired by ConAgra Brands in 2000. Prior to its acquisition by The J.M. Smucker Company in November 2023, Mr. Steeneck previously served as a board member and as a member of the Audit Committee of Hostess Brands, Inc., and as lead independent director from January 2019 to December 2019. Mr. Steeneck also previously served as Chairman of the Hostess Brands, Inc. Audit Committee from November 2016 to June 2022. Mr. Steeneck has served as a board member of Utz Brands, Inc. (formerly Collier Creek Holdings) (NYSE: UTZ) since November 2018, where he is Chairman of the audit committee. Mr. Steeneck served on the board of directors of Kind, Inc. from May 2019 to July 2020. | | | | | | | | | Mr. Steeneck’s experience as Chief Financial Officer of food companies such as Pinnacle Foods and International Home Foods Inc. as well as various hotel and resort companies provides the Board expertise in Finance, Fresh Food Manufacturing and Supply Chain Technologies, and Capital Allocation. | | | | | | | | | Top Three Key Skills | | Capital Allocation | | Fresh Food Manufacturing and Supply Chain Technologies | | Finance |

  30. DIRECTOR NOMINEES

    | Age 62 Director Since July 2023 Independent Committees Compensation and Human Capital Management | David J. West | | | | | | | | | David J. West has been a member of our Board since July 21, 2023. Mr. West is an accomplished pet food and consumer products executive who brings over three decades of experience leading a range of blue-chip consumer companies and well-known brands. Mr. West has served as a partner of Centerview Capital Consumer since May 2016. He previously served as Chief Executive Officer and President of Del Monte Foods from August 2011 to March 2015. During that time, Mr. West led the Del Monte Foods’ Consumer Products business through its rebrand to Big Heart Pet Brands and oversaw its sale to The J.M. Smucker Company in March 2015. He then worked for The J.M. Smucker Company as President of Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016. Mr. West previously served as CEO, President and director of The Hershey Company (“Hershey”) from 2007 to May 2011. Prior to Hershey, Mr. West held a range of senior positions at the Nabisco Biscuit and Snacks group, including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning. Mr. West is also currently a member of the board of directors of Advantage Solutions Inc. (Nasdaq: ADV) and The Simply Good Foods Company (Nasdaq: SMPL) and was a member of the board of directors of Hershey (from 2007 to 2011), Del Monte Foods (from 2011 to 2014), Big Heart Pet Brands (from 2014 to 2015) and The J.M. Smucker Company (from 2015 to 2016). | | | | | | | | | Mr. West’s experience at pet food and consumer products including as President of Big Heart Pet Food and Snacks, CEO of Hershey, and finance and strategic planning roles at Nabisco provides the Board with expertise in Fresh Food Retail and Pet Industries, High Growth Business and Innovation, and Capital Allocation. | | | | | | | | | Top Three Key Skills | | Fresh Food Retail and Pet Industries | | High Growth Business and Innovation | | Capital Allocation |

  31. EXECUTIVE SUMMARY

    | • | This strong performance resulted in 2024 annual incentives being earned at 233% of target and five-year performance stock options vesting at 86.3% of target |

  32. EXECUTIVE SUMMARY

    | • | In recognition of the Company’s growth and transformation since its IPO, the Committee undertook a review of severance provisions that had been agreed on a case-by-case basis, replacing those with a formal Executive Severance Plan to provide a clear, transparent and consistent policy reflective of market practices |

  33. EXECUTIVE SUMMARY

    | • | In the first quarter of 2025 the Committee approved retention awards for three NEOs, granted in an equal mix of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) which can be earned over the next three years based on continued service, and in the case of the PSUs three-year cumulative Net Sales and average Adjusted EBITDA Margin(1) goals |

  34. EXECUTIVE SUMMARY

    | • | The Committee also approved changes to the long-term equity strategy for 2025, moving from front-loaded awards of performance and time-vested stock options to equally weighted annual awards of PSUs and RSUs; PSUs will vest based on three-year cumulative Net Sales, average Adjusted EBITDA Margin and Relative Total Shareholder Return (Relative TSR) goals |

  35. Executive Compensation Philosophy

    | • | to encourage our successful NEOs to remain with us for the long-term. |

  36. Reflecting Our Philosophy in our Compensation Strategy

    | Tool | Overview | | Significant portion of compensation as equity | We award a significant portion of executive compensation in the form of equity awards, as we believe this is an effective way to help management focus on our long-term goals while also aligning stockholder and management interests. Historically most NEOs received front-loaded stock option awards, which have no value unless our stock price rises following the date of the grant, with certain of these awards being further subject to the requirement of satisfying vesting performance conditions, where applicable. Starting in 2025, annual equity compensation will be delivered in an equal mix of PSUs and RSUs to support our long-term growth goals and encourage the retention of successful NEOs for the long-term. |

  37. Reflecting Our Philosophy in our Compensation Strategy

    | Tool | Overview | | Encouraging teamwork | We strongly believe that teamwork among our workforce is essential to help us achieve our long-term growth potential. All bonus-eligible employees, including our NEOs, are compensated using the same bonus formula for financial metrics (90% of the NEOs’ opportunity and 100% of the opportunity for other eligible employees). In addition, equity grants of RSUs are used widely within Freshpet, with over 900 employees receiving awards in 2024. We believe that this creates an “all-for-one and one-for-all” mentality within Freshpet, motivating individual employees to focus on the success of the Company. | | Long-term goal setting | Our performance equity awards require meaningful multi-year growth for any payment to be earned, with goals aligned with Freshpet’s long-term strategic plan approved by the Board. This reinforces the alignment of interests between NEOs and our stockholders, and of pay with our sustained financial performance. | | Incentivizing growth | We set what we believe to be aggressive goals under our incentive plans, with a focus on net sales and profitability metrics. We believe that this incentivizes our management to drive sales growth in a way that is profitable. | | Relevant compensation peer group | The Compensation Committee selects and utilizes data from a peer group to provide contextual data on pay levels and practices at comparably-sized companies in similar industries. In identifying and selecting peers, there is a focus on including pet-related companies to the extent possible, as these are our most likely sources of talent to support our growth. Given the limited number of peer companies in our industry, we supplement this group with packaged food and broader branded consumer goods companies with similar characteristics to Freshpet. The Committee also considers insights from its independent compensation consultant on practices observed in growth-oriented companies. |

  38. Executive Compensation Framework Overview

    | Element | Purpose | Key Features in 2024 | Changes for 2025 | | Salary | Provides a fixed element of pay that reflects the role scope, responsibilities and value of the position and its incumbent to Freshpet | • Reviewed annually • Increases, if any, usually take effect mid-February | None | | Annual incentive | Provides a variable element of pay that incentivizes leadership and contributions that support the achievement of our annual performance goals | • Annual performance-based cash incentive with target opportunities expressed as a percentage of base salary • Earned based on Net Sales and Adjusted EBITDA metrics (accounting collectively for 90% of the payout) and Responsible Business Goals (10%) | None | | Long-term equity compensation | Provides a variable element of pay that incentivizes leadership and contributions that support the achievement of our long-term performance goals, while also encouraging continued employment | • Historically awards were made as front-loaded performance and time vested stock options; this included each of our CEO, our President and our CHRO, with the last awards of this kind made in 2020, the performance period for which concluded on December 31, 2024 • Accordingly, our CFO was the only NEO receiving an annual equity grant in 2024, which was issued in the form of RSUs that vest in equal tranches on the first, second and third anniversary of the date of grant • Our COO did not receive an annual grant as a new hire (but did receive equity-based pay in connection with her appointment) | • Starting in 2025, equity awards will be granted annually rather than on a front-loaded basis • Awards will be granted as an equal mix of PSUs and RSUs • PSUs will vest based on cumulative Net Sales, average Adjusted EBITDA Margin and Relative TSR goals, measured over three years • RSUs vest in equal tranches on the first, second and third anniversary of the date of grant • As part of the transition from front-loaded to annual equity awards, and to support retention during this period, the Committee also approved one-time PSU and RSU retention awards to three NEOs, made in the first quarter of 2025 |

  39. Compensation Peer Group Data

    Compensation Peer Group Data The Compensation Committee maintains a compensation peer group which provides contextual data on external practices to inform discussions and decisions on executive pay. In reviewing the peer group consideration is given to a range of factors, including:

  40. Compensation Peer Group Data

    | • | headquarter location and listing market in the United States; |

  41. Compensation Peer Group Data

    | • | revenue between approximately 0.5 and 2.5 times that of Freshpet; |

  42. Compensation Peer Group Data

    | • | market capitalization between approximately 0.5 and 4.0 times that of Freshpet; |

  43. Compensation Peer Group Data

    | • | recent growth trajectory on key financial and market value metrics; |

  44. Compensation Peer Group Data

    | • | companies in the food, beverage, and pet product industries; |

  45. Compensation Peer Group Data

    | • | companies with similar geographical reach; and |

  46. Compensation Peer Group Data

    | • | companies with similar span, scope, operational complexity and vertical integration. |

  47. Compensation Peer Group Data

    For 2024, the Committee approved several changes to the compensation peer group. The following five companies were removed:

  48. Compensation Peer Group Data

    | • | Bridgeford due to their family-ownership and resulting atypical executive pay practices; |

  49. Compensation Peer Group Data

    | • | Hostess Brands due to their acquisition by J.M. Smucker Co; |

  50. Compensation Peer Group Data

    | • | Natural Alternatives due to their limited operational relevance and their market cap being less than 2% of Freshpet’s; |

  51. Compensation Peer Group Data

    | • | PetMed due to their limited operational relevance as a retailer, despite the pet-focus relevance; |

  52. Compensation Peer Group Data

    | • | Tattooed Chef due to having filed for bankruptcy. |

  53. Compensation Peer Group Data

    To ensure the peer group remained sufficiently robust, five new companies were added: BellRing Brands, Celsius Holdings, SunOpta, Utz Brands and Vital Farms. These are companies in the packaged foods and broader consumer goods sector, with relevant operations and growth profiles. As a result, the following list of 16 companies constituted our compensation peer group for 2024.

  54. Compensation Peer Group Data

    | BellRing Brands, Inc. (BRBR) | Medifast, Inc. (MED) | | Beyond Meat, Inc. (BYND) | Nature's Sunshine Products, Inc. (NATR) | | Celsius Holdings, Inc. (CELH) | PetIQ, Inc. (PETQ) | | Central Garden & Pet Company (CENT) | SunOpta Inc. (STKL) | | Farmer Bros. Co. (FARM) | The Simply Good Foods Company (SMPL) | | John B. Sanfilippo & Son, Inc. (JBSS) | Utz Brands, Inc. (UTZ) | | Lancaster Colony Corporation (LANC) | Vital Farms, Inc. (VITL) | | Lifecore Biomedical, Inc. (LFCR) | YETI Holdings, Inc. (YETI) |

  55. Compensation Peer Group Data

    At the time of approval of this peer group in January 2024, Freshpet was positioned around the 40th percentile on revenue and between the 66th – 75th percentile on market capitalization (based upon the 12 month and 30-day average, respectively). Data for the approved peer group is supplemented with broader general industry practices from compensation surveys. We target the total compensation amount for each of our NEOs (based on position) to be competitive with similarly situated executives within our compensation peer group (bearing in mind that we pay a significant portion of our compensation in the form of long-term, performance-based equity awards). We deliberately target a higher percentile within the benchmark peer group for strategically important roles and believe that this will help us achieve an important goal of our executive compensation program, which is to attract, hire and retain talented and experienced executives who are motivated to achieve or exceed our short-term and long-term goals. We also believe that this compensation structure will help us to achieve our objectives of aligning our NEOs’ interests with the interests of our stockholders and encouraging our successful NEOs to remain with us for the long term.

  56. Annual Incentive Awards

    Annual Incentive Awards We provide our NEOs with an annual incentive opportunity, which can be earned based on the achievement of pre-established quantitative goals linked to our financial and operational performance. The following opportunities were approved for 2024, with the maximum payout capped at 250% of target. Increases in target opportunity ranged from five to twenty percentage points and took into account market data and internal relativities.

  57. Annual Incentive Awards

    | Officer | 2024 | | William B. Cyr | 100% | | Scott Morris | 70% | | Todd Cunfer | 70% | | Thembeka Machaba | 60% | | Nicola Baty(1) | 60% |

  58. Annual Incentive Awards

    | (1) Ms. Baty’s opportunity is applied to her pro-rata base salary for the year. |

  59. Annual Incentive Awards

    Each year the Committee reviews the annual incentive performance metrics to ensure they align with the Company’s current financial and strategic goals. Financial metrics account for most of the opportunity and apply to all eligible plan participants, including our NEOs. These ensure outcomes are aligned with successfully meeting financial expectations during the year. NEOs also have a portion of their annual incentive tied to quantitative Responsible Business Goals, which represent risk factors for Freshpet, successful management and oversight of which will contribute to our ability to create long-term stockholder value. The following metrics, goals and outcomes were approved for 2024 with actual performance resulting in a payout of 233% of target (93.2% of the maximum opportunity) for our NEOs.

  60. Annual Incentive Awards

    | | Performance Goals | | | | | | | Weight(1) | Threshold | Target | Maximum | Actual | | Net Sales (millions)(2) | 45% | $900 | $950 | $1,000 | $975.2 | | Adjusted EBITDA before bonus accrual (millions)(2)(3) | 45% | $110.0 | $124.1 | $181.0 | $184.3 | | Responsible Business Goals (points) | 10% | 6 | 10 | 15 | 9 |

  61. Annual Incentive Awards

    | (1) Weighting at target. Financial metrics are scored on an interdependent matrix which means the relative weighting is not equal at all points on the spectrum of potential payout opportunities from 0% - 250% of target. Achieving maximum on both metrics would equate to a score of 292.6% of target, which would be reduced to the cap of 250% of target. |

  62. Annual Incentive Awards

    | (2) See “Non-GAAP Financial Measures” in Appendix A for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements. |

  63. Annual Incentive Awards

    | (3) The Compensation Committee defines “Adjusted EBITDA before bonus accrual” as Adjusted EBITDA for the year, prior to the payment of annual incentive awards. As a result, Adjusted EBITDA before bonus accrual as used by the committee was higher by approximately $22.5 million than the Adjusted EBITDA as reported in our Form 10-K (the total amount of the annual incentive award for 2024). |

  64. Financial element

    Financial element The financial element continued to be based on Net Sales and Adjusted EBTIDA before bonus accrual, which are key metrics used by our investors in assessing our performance. For each metric, the Committed approved a matrix of threshold, target, and maximum goals, with the progression and dependency based on the economic value added or lost by stockholders due to the associated over or under performance. At target, both metrics are equally weighted and would attract a payout of 100% of an eligible participant’s target. The progression from threshold to maximum is non-linear, with the lowest payout opportunity (other than 0% for not achieving threshold goals on either metric) is 31.9% of target. As a result of above target Net Sales performance and maximum Adjusted EBITDA before bonus accrual performance, the calculated payout was 270.8% of target. This was reduced to the plan cap of 250% of target for this element.

  65. Responsible Business Goals element

    | | Performance Goals | | | | | | Responsible Business Goal | Weight | Threshold | Target | Maximum | Actual | | Employee Satisfaction Based on employee net promoter score | 20% | 7.60 - 8.29 | 8.30 - 8.49 | 8.50 | 8.21 | | Employee Safety(1) Based on total reportable incident rate | 20% | 4.4 - 3.28 | 3.27 - 2.52 | 2.51 | 3.33 | | Organizational Effectiveness Based on pulse survey score for communication | 20% | 34% - 39% | 40% - 45% | 46% | 36.5 | | Salaried Employee Development Based on investment per person | 20% | $695 - $750 | $751 - $899 | $900 | $953 | | Cyber-Security and Data Privacy Based on training completion rate | 20% | 60% - 74% | 75% - 84% | 85% | 99% |

  66. Responsible Business Goals element

    | POINTS | <6 | 6-7 | 7-9 | 10 | 11-12 | 13-14 | 15 | | Payout (% of target) | 0% | 40% | 80% | 100% | 150% | 200% | 250% |

  67. Approved payouts

    Approved payouts The Committee reviewed the calculated performance score relative to the pre-established goals and approved the resulting 233% of target payout which it assessed to be representative of underlying performance. For the broader eligible participating employee group, awards were paid based solely on the financial element at 250% of target for the year.

  68. Approved payouts

    | Officer | Approved Payout | | William B. Cyr | $1,584,400 | | Scott Morris | $905,205 | | Todd Cunfer | $856,275 | | Thembeka Machaba | $573,180 | | Nicola Baty(1) | $246,750 |

  69. Approved payouts

    | (1) Ms. Baty’s opportunity is applied to her pro-rata base salary for the year. |

  70. Long-Term Equity Compensation

    Long-Term Equity Compensation We believe that equity compensation provides our executive officers with a strong link to sustainable performance, creates an ownership culture, and helps to align the interests of our executives and our long-term stockholders. Awards with time-based vesting features also promote executive retention, as they incentivize our executive officers to remain employed with us for the applicable vesting period.

  71. Annual awards granted in 2024

    Annual awards granted in 2024 Mr. Cunfer was the only NEO eligible to receive an annual equity award in 2024, as recipients of multi-year performance and time-vested stock option awards in 2020 were not eligible to receive future annual grants until 2025. In approving Mr. Cunfer’s award, the Committee took into account a number of factors including his expected contribution to the long-term success of Freshpet and market data for our compensation peer group. The Committee approved an award of RSUs with a target value of $750,000. The approved target value was converted to a number of RSUs by dividing by Freshpet’s closing stock price on the date of grant. The awards vest in three equal annual installments which began on March 13, 2024, with accelerated vesting in full upon termination due to death or “disability”, “involuntary termination without cause” or “voluntary resignation with good reason” (each as defined in the award agreement).

  72. Assessment of 2020 – 2024 performance stock option vesting

    Assessment of 2020 – 2024 performance stock option vesting In December 2020, the Compensation Committee approved multi-year stock option awards for eight senior leaders, including three current NEOs. These awards were designed to promote the retention of our senior talent in a manner that demonstrably aligned to sustainable value creation for our long-term stockholders. At the conclusion of 2024, the four-year performance period ended for the performance-vested element of these awards, which accounted for 75% of the total grant date fair value. The vesting of these options was contingent on two equally weighted metrics of 2024 Net Sales and 2024 Adjusted EBTIDA, with aggressive growth goals. To earn all of the awarded options required compound annual growth rates of over 33% in Net Sales and 43% in Adjusted EBITDA. As a result of the significant growth over the four-year performance period, and strong performance in 2024, a payout of 86.3% was achieved.

  73. Assessment of 2020 – 2024 performance stock option vesting

    | | Performance Goals(1) | | | | | | | Threshold | | | Maximum | Actual | | 2024 Net Sales (millions)(2) | $800 | $900 | $960 | $1,050 | $975.2 | | Required growth from 2019 | 325% | 366% | 390% | 427% | 397% | | Vesting (% of performance options granted) | 40% | 80% | 88% | 100% | 90.0% |

  74. Assessment of 2020 – 2024 performance stock option vesting

    | (1) No options would have vested for performance below threshold. The level of vesting is interpolated on straight-line basis between the goals set out above. |

  75. Assessment of 2020 – 2024 performance stock option vesting

    | (2) See “Non-GAAP Financial Measures” in Appendix A for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements. |

  76. Assessment of 2020 – 2024 performance stock option vesting

    | | Performance Goals(1) | | | | | | | Threshold | | | Maximum | Actual | | 2024 Adjusted EBITDA (millions)(2) | $130.40 | $157.75 | $169.79 | $187.79 | $161.8 | | Required growth from 2019(3) | 347% | 441% | 482% | 544% | 455% | | Vesting (% of performance options granted) | 40% | 80% | 88% | 100% | 82.6% |

  77. Assessment of 2020 – 2024 performance stock option vesting

    | (1) No options would have vested for performance below threshold. The Adjusted EBITDA vesting curve was non-linear with nine defined levels. The above table shows the minimum and maximum performance goals, along with the goals immediately below and above the actual level of performance (between which the actual payout was interpolated on a straight-line basis). |

  78. Assessment of 2020 – 2024 performance stock option vesting

    | (2) See “Non-GAAP Financial Measures” in Appendix A for a reconciliation of all non-GAAP measurements to the most directly comparable U.S. GAAP measure and a description of how the non-GAAP numbers are calculated from our audited financial statements. |

  79. Assessment of 2020 – 2024 performance stock option vesting

    | (3) The implied growth rate factors in adjustments the Compensation Committee approved to account for accounting rule changes and additional investments made during the performance period. |

  80. Assessment of 2020 – 2024 performance stock option vesting

    The Committee reviewed the calculated performance score relative to the pre-established goals and approved vesting of 86.3% of the awarded stock options. As a result, the following stock options became exercisable on February 10, 2025.

  81. Assessment of 2020 – 2024 performance stock option vesting

    | Officer | Number of stock options awarded | Number of stock options earned and becoming exercisable | Number of stock options cancelled | | William B. Cyr | 205,079 | 177,025 | 28,054 | | Scott Morris | 153,809 | 132,768 | 21,041 | | Thembeka Machaba | 82,031 | 70,810 | 11,221 |

  82. Assessment of 2020 – 2024 performance stock option vesting

    The options are exercisable until December 24, 2030, and have an exercise price of $142.79, further aligning executives with future value creation for our long-term stockholders.

  83. Appointment of Ms. Baty

    | Element | Value | Material Terms | | Award of 17,150 RSUs | $2,310,791 | Granted on September 1, 2024, as an employment inducement award to Ms. Baty and to compensate her for incentive awards of a prior employer that would be forfeited in connection with accepting her role at Freshpet. • 5,717 of the RSUs (33.3%) will vest on September 1, 2025 • 6,740 of the RSUs (39.5%) will vest on September 1, 2026 • 4,693 of the RSUs (27.2%) will vest on September 1, 2027 RSUs are subject to recoupment if Ms. Baty does not remain employed by the Company on September 1, 2026. | | Sign-on bonus | $500,000 | Paid on appointment as an inducement to secure Ms. Baty’s appointment, and subject to recoupment if Ms. Baty does not remain employed by the Company on September 1, 2026. | | Relocation assistance | $50,000 | Paid on appointment to support Ms. Baty’s relocation, and subject to recoupment if Ms. Baty does not remain employed by the Company on September 1, 2026. |

  84. Payment of previously issued retention award to Ms. Machaba

    Payment of previously issued retention award to Ms. Machaba In April 2023 the Compensation Committee approved a cash-based retention award of $456,250 for Ms. Machaba, which it determined to be in the best interests of shareholders. Since joining Freshpet in 2020, Ms. Machaba had received two equity awards, with the first being a new-hire award of 5,000 stock options, and the second being a multi-year grant made in a combination of time and performance-vested stock options, which was materially underwater in April 2023. Given the limited holding power these awards represented, coupled with Ms. Machaba’s strong performance and leadership since her appointment in 2020, the Committee approved the award to Ms. Machaba to address this critical retention risk. The entire award was subject to service requirements which were satisfied on March 15, 2025. Half of the award was additionally subject to 2024 Net Sales (at least $900 million) and 2024 Adjusted EBITDA (at least $100 million) goals, which were satisfied during the period ending December 31, 2024. The performance element of this award is captured in the 2024 Summary Compensation Table, and in accordance with the associated rules, the time element of the award will be captured in the 2025 Summary Compensation Table reflecting the payment date.

  85. Benefits

    | • | short-term and long-term disability insurance. |

  86. January 2025 Retention Awards

    | Officer | Grant Date Value | PSUs | RSUs | | William B. Cyr | $8,000,000 | 50% | 50% | | Scott Morris | $4,000,000 | 50% | 50% | | Thembeka Machaba | $2,403,750 | 50% | 50% |

  87. January 2025 Retention Awards

    Subject to such NEO’s continued employment as of the applicable vesting date, the RSUs shall vest in equal amounts on the first, second and third anniversaries of the date of grant. The PSUs will vest based upon the achievement of two equally weighted performance metrics: three-year cumulative Net Sales and three-year average Adjusted EBITDA Margin. Achieving the respective threshold goals would result in 80% of the target number of PSUs vesting and achieving the maximum goal or higher would result in 120% of the target number of PSUs vesting. In addition, each NEO must remain employed by the Company as of the applicable vesting date, and awards are subject to double-trigger vesting provisions in the event of a qualifying termination following a change in control of the Company. There are no provisions that permit vesting in connection with executive retirement. These awards will be reported in our 2025 Summary Compensation Table included in our 2026 Proxy Statement, in accordance with the applicable rules.

  88. Changes to our Long-Term Equity Compensation Strategy for 2025

    Changes to our Long-Term Equity Compensation Strategy for 2025 During 2024, the Committee worked with its independent advisor to assess the legacy approach to long-term equity compensation, which focused on front-loaded awards of service and performance vested stock options, the last of which were made in 2020. Having considered the implications of this approach with the context of competitive market practices and feedback from several of our stockholders, the Committee approved a revised approach for 2025 which will move from front-loaded awards made every four to five years, to a structure that issues NEOs with an equity grant annually. The Committee determined that this approach better aligned with our compensation philosophy, in particular:

  89. Changes to our Long-Term Equity Compensation Strategy for 2025

    | • | It enables the Committee to establish metrics and three-year goals annually, reflecting the Company’s current circumstances and strategic priorities, rewarding participants for sustained financial and operating performance over overlapping periods. |

  90. Changes to our Long-Term Equity Compensation Strategy for 2025

    | • | It continues to align our NEOs’ interests with those of our stockholders through the use of equity and the application of performance vesting conditions in the case of PSUs. |

  91. Changes to our Long-Term Equity Compensation Strategy for 2025

    | • | It better encourages the retention of successful NEOs, and reduces the likelihood of future retention awards due to a lack of unvested equity. |

  92. Changes to our Long-Term Equity Compensation Strategy for 2025

    The first awards under this framework were made in March 2025, and will be reported in our 2026 Proxy Statement.

  93. Termination Practices and Policies

    Termination Practices and Policies In recognition of the Company’s growth and transformation since its IPO, the Committee undertook a review of severance provisions during the year that to date had largely been agreed on a case-by-case basis in employment agreements. The Committee determined that it was appropriate to adopt a formal severance plan, the “Freshpet, Inc. Key Executive Severance Plan”, to supersede previously agreed individual agreements, and to have a clear, transparent and internally consistent policy reflective of market practices. We believe that the existence of these potential benefits will discourage turnover, promote retention, enable Freshpet to obtain a release of employment-related claims and mitigate the influence of a potential change in control on an executive officer’s decision-making due to concerns regarding job security. In approving the plan, the Committee adopted a philosophy that key terms in the severance plan should be no worse than those currently in effect for executives to support the transition to a standardized agreement, and that the plan should enhance protections for the Company in relation to restrictive covenants and intellectual property provisions. Under the plan, executives agreed to terminate their respective employment agreements and/or offer letters, and agreed to enhanced confidentiality, non-compete and non-solicitation restrictions as well as assignment of intellectual property provisions. Neither the severance plan nor any employment agreements with our NEOs provide for single-trigger vesting on a change in control or tax gross-up payments. The Committee approved the plan and all NEOs became subject to it on August 27, 2024. A copy of the plan is filed as Exhibit 10.26 to our Annual Report on Form 10-K for the year ended December 31, 2024. See Potential Payments Upon Termination or Change In Control section for additional information.

  94. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth the compensation for 2024 for each NEO. Compensation information for 2023 and 2022 is presented for individuals who were also our NEOs in those years.

  95. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Options Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | William B. Cyr(6) Chief Executive Officer | 2024 | 668,462 | — | — | 1,584,400 | 13,800 | 2,266,662 | | | 2023 | 620,000 | — | — | 980,685 | 13,200 | 1,613,885 | | | 2022 | 620,000 | — | — | 282,720 | 12,200 | 914,920 | | Scott Morris President and Chief Operating Officer | 2024 | 550,192 | — | — | 905,205 | 13,800 | 1,469,197 | | | 2023 | 526,154 | — | — | 529,470 | 13,200 | 1,068,824 | | | 2022 | 510,000 | — | — | 146,880 | 12,200 | 669,080 | | Todd Cunfer Chief Financial Officer | 2024 | 520,192 | 749,911 | — | 856,275 | 13,800 | 2,140,178 | | | 2023 | 500,000 | 608,027 | — | 499,500 | 13,200 | 1,450,283 | | | 2022 | 41,667 | 1,500,000 | 1,500,000 | 12,230 | — | 3,053,897 | | Thembeka Machaba(7) Chief Human Resources Officer | 2024 | 401,346 | — | — | 781,625 | 13,800 | 1,196,771 | | | 2023 | 360,192 | — | — | 243,090 | 5,277 | 608,559 | | | 2022 | 340,000 | — | — | 65,280 | 2,448 | 407,728 | | Nicola Baty(8) Chief Operating Officer | 2024 | 266,860 | 2,310,791 | — | 381,568 | 550,000 | 3,509,219 |

  96. 2024 SUMMARY COMPENSATION TABLE

    | (1) Amounts reflect base salary earned during the year, including any amounts voluntarily deferred under our qualified 401(k) plan. |

  97. 2024 SUMMARY COMPENSATION TABLE

    | (2) Amounts reflect the aggregate grant date fair value of restricted stock units granted in the year computed in accordance with FASB ASC Topic 718 and are based on the valuation assumptions described in Note 12 to our consolidated financial statements included in our Annual Report. |

  98. 2024 SUMMARY COMPENSATION TABLE

    | (3) Amounts reflect the aggregate grant date fair value of options granted in the year computed in accordance with FASB ASC Topic 718 and are based on the valuation assumptions described in Note 12 to our consolidated financial statements included in our Annual Report. |

  99. 2024 SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect cash awards earned by our NEOs under the Company’s annual incentive plan and with respect to Responsible Business Goals established for executives. Please see “Annual Incentive Awards” in the CD&A above for further information about our annual incentive plan. |

  100. 2024 SUMMARY COMPENSATION TABLE

    | (5) Amounts reflect matching Company contributions under our 401(k) plan. |

  101. 2024 SUMMARY COMPENSATION TABLE

    | (6) Mr. Cyr also serves as a member of the Board but does not receive any additional compensation for his service as a director. |

  102. 2024 SUMMARY COMPENSATION TABLE

    | (7) Mrs. Machaba received $573,180 under the Freshpet Annual Incentive Program and $228,125 as part of the 2023 Retention Award. |

  103. 2024 SUMMARY COMPENSATION TABLE

    | (8) Mrs. Baty received $246,750 under the Freshpet Annual Incentive Program prorated for her service and $136,918 bonus as part of her employment offer letter. Mrs. Baty also received a sign-on bonus of $550,000 when joining Freshpet. |

  104. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to grants of plan-based awards to our NEOs during 2024. Please see “Annual Incentive Awards” in the CD&A above for additional information about the non-equity incentive plan awards reflected in the table below. Please see the “2024 Outstanding Equity Awards at Fiscal Year-End” table below for additional information about the vesting parameters that are applicable to equity awards reflected in the table immediately below.

  105. 2024 GRANTS OF PLAN-BASED AWARDS

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise of Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | William B. Cyr | Annual Incentive | — | 0 | 680,000 | 1,700,000 | — | — | — | — | | Scott Morris | Annual Incentive | — | 0 | 388,500 | 971,250 | — | — | — | — | | Todd Cunfer | Annual Incentive | — | 0 | 367,500 | 918,750 | — | — | — | — | | | RSU Grant under 2014 Plan | 3/15/2024 | — | — | — | 6,846(1) | — | — | 749,911(2) | | Thembeka Machaba | Annual Incentive | — | 0 | 246,000 | 615,000 | — | — | — | — | | Nicola Baty | Annual Incentive | — | 0 | 105,000 | 262,500 | — | — | — | — | | | RSU Grant under 2014 Plan | 9/1/2024 | — | — | — | 17,150(1) | — | — | 2,310,791(2) |

  106. 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) Scheduled to vest in three equal annual installments beginning March 15, 2024, subject to continued employment. |

  107. 2024 GRANTS OF PLAN-BASED AWARDS

    | (2) Amount reflects the aggregate grant date fair value of restricted stock units granted in the year computed in accordance with FASB ASC Topic 718 and is based on the valuation assumptions described in Note 12 to our consolidated financial statements included in our annual report. |

  108. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information with respect to outstanding equity awards at December 31, 2024. Vesting of awards reflected in the table is generally subject to continuous service with the Company, with accelerated vesting in certain circumstances, as reflected in the footnotes to the table.

  109. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | William B. Cyr | 9/6/2016 | 1,000,000 | — | — | 10.23 | 9/6/2026 | — | — | — | — | | | 12/24/2020 | 245,385 | — | — | 142.79 | 12/24/2030 | — | — | — | — | | Scott Morris | 9/27/2016 | 35,868 | — | — | 8.90 | 9/27/2026 | — | — | — | — | | | 4/3/2017 | 81,949 | — | — | 11.00 | 4/3/2027 | — | — | — | — | | | 4/1/2020 | 13,015 | — | — | 63.87 | 4/1/2030 | — | — | — | — | | | 12/24/2020 | 184,038 | — | — | 142.79 | 12/24/2030 | — | — | — | — | | Todd Cunfer | 12/1/2022 | 26,743 | 13,377(3) | — | 67.02 | 12/1/2032 | — | — | — | — | | | 12/1/2022 | — | — | — | — | — | 7,462(1) | 1,105,197(3) | — | — | | | 3/13/2023 | — | — | — | — | — | 7,339(1) | 1,086,979(3) | — | — | | | 3/15/2024 | — | — | — | — | — | 6,846(1) | 1,013,961(3) | | | | Thembeka Machaba | 8/1/2020 | 2,500 | — | — | 96.05 | 8/1/2030 | — | — | — | — | | | 12/24/2020 | 98,154 | — | — | 142.79 | 12/24/2030 | — | — | — | — | | Nicola Baty | 9/1/2024 | — | — | — | — | — | 17,150(2) | 2,540,087(3) | — | — |

  110. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, subject to the Executive’s continued employment through such vesting dates. |

  111. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Scheduled to vest annually, 33% on the first anniversary of the grant date, 40% on the second anniversary of the grant date, and 27% on the third anniversary of the grant date, subject to the Executive’s continued employment through such vesting dates. |

  112. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Amount reflects the value as of December 31, 2024 based on the Company’s closing stock price of $148.11 as of December 31, 2024, the last trading day during 2024. |

  113. 2024 OPTIONS EXERCISES AND STOCK VESTED

    2024 OPTIONS EXERCISES AND STOCK VESTED The following table sets forth certain information regarding vesting of stock awards owned by one of our NEOs during 2024.

  114. 2024 OPTIONS EXERCISES AND STOCK VESTED

    | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | William B. Cyr | | | | | | Scott Morris | 51,132 | 7,043,394 | | | | Todd Cunfer | | | 11,128(1) | 1,550,861(2) | | Thembeka Machaba | 2,500 | 144,489 | | | | Nicola Baty | | | | |

  115. 2024 OPTIONS EXERCISES AND STOCK VESTED

    | (1) Reflects the vested amount on March 13, 2024 of 3,668 shares and December 1, 2024 of 7,460 shares. |

  116. 2024 OPTIONS EXERCISES AND STOCK VESTED

    | (2) Reflects the market value of the underlying shares on the vesting date based on $111.27 on March 13, 2024 and $153.18 on December 1, 2024. |

  117. PENSION BENEFITS

    PENSION BENEFITS Currently, the Company does not sponsor or adopt any pension plans (other than our 401(k) plan).

  118. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Currently, the Company does not sponsor or adopt a nonqualified deferred compensation plan.

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth information regarding the severance payments and the change in control payments that could have been made to our NEOs had they experienced a termination of employment or a change in control as of December 31, 2024. The fair market value of a share of our common stock on December 31, 2024, the last trading day of 2024, was $148.11. The table only includes information for employment termination and change in control events that trigger vesting or severance-related payments, and assumes that each NEO will take all action necessary to receive the maximum available benefit, such as execution of a release of claims. Any amounts payable to the NEOs in the event of a change in control of the Company may be subject to reduction under Code Sections 280G and 4999. The amounts below are estimates of the incremental amounts that could be received upon a change in control or termination of employment; the actual amount could be determined only at the time of any actual change in control or termination of employment.

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NAME | CASH ($) | COBRA ($)(1) | EQUITY ($) | TOTAL ($) | | William B. Cyr | | | | | | Termination due to permanent disability | — | 34,918 | — | 34,918 | | Involuntary termination(8) | 3,060,000(2) | 34,918 | — | 3,094,918 | | Change in control | — | — | — | — | | Involuntary termination after change in control | 4,080,000(3) | 34,918 | — | 4,114,918 | | Scott Morris | | | | | | Termination due to permanent disability | — | 48,911 | — | 48,911 | | Involuntary termination(8) | 1,887,000(4) | 48,911 | — | 1,935,911 | | Change in control | — | — | — | — | | Involuntary termination after change in control | 2,830,500(5) | 48,911 | — | 2,879,411 | | Todd Cunfer | | | | | | Termination due to permanent disability | — | 34,918 | — | 34,918 | | Involuntary termination(8) | 1,785,000(4) | 34,918 | 1,084,741(6) | 2,904,659 | | Change in control | — | — | 4,290,878(6) | 4,290,878 | | Involuntary termination after change in control | 2,677,500(5) | 34,918 | 4,290,878(6) | 7,003,296 | | Nicola Baty | | | | | | Termination due to permanent disability | — | 48,911 | — | 48,911 | | Involuntary termination(8) | 1,680,000(4) | — | — | 1,680,000 | | Change in control | — | 48,911 | 2,540,087(7) | 2,588,998 | | Involuntary termination after change in control | 2,520,000(5) | 48,911 | 2,540,087(7) | 5,108,998 | | Thembeka Machaba | | | | | | Termination due to permanent disability | — | 34,918 | — | 34,918 | | Involuntary termination(8) | 1,312,000(4) | 34,918 | — | 1,346,918 | | Change in control | — | — | — | — | | Involuntary termination after change in control | 1,968,000(5) | 34,918 | — | 2,002,918 |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Amount reflects the cost of COBRA premiums for 18 months following termination. |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) Amount reflects 1.5 times the sum of Mr. Cyr’s base salary and target bonus for a period of 18 months. |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Amount reflects 1.5 times the sum of Mr. Cyr's base salary and target bonus for a period of 36 months. |

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Amount reflects the annual salary and target annual bonus for a period of 24 months. |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (5) Amount reflects the annual salary and target annual bonus for a period of 36 months. |

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) As of December 31, 2024, Mr. Cunfer held unvested (i) time-vesting options to purchase 13,377 shares of stock with an exercise price of $67.02 which would have fully accelerated in connection with a change of control or involuntary termination occurring on December 31, 2024 if the options had not been assumed, repurchased by the Company, or terminated. Mr. Cunfer also had 21,647 restricted stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2024. |

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (7) As of December 31, 2024, Mrs. Baty had 17,150 restricted stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2024. |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (8) An “Involuntary Termination” means a termination by the Company without cause or by the NEO for good reason. |

  129. CEO PAY RATIO

    CEO PAY RATIO To determine the ratio of our CEO’s annual total compensation to the median annual total compensation of all our employees excluding the CEO, we identified, as of December 31, 2024, the median employee using annual base salary. We sorted the data set from lowest to highest salary using salary amounts calculated as of December 31, 2024, noting that all salaries were annualized for employees who were new hires or worked a partial year and without excluding any employees from the data set. We believe this measure reasonably reflects the typical annual compensation of our employee population and is a consistently applied compensation measure for all employees. We estimate that the median employee’s 2024 total compensation was $74,529, as calculated pursuant to the Summary Compensation Table Rules. Mr. Cyr’s 2024 total compensation was $2,266,662 which was approximately 30 times that of the median of the annual total compensation of all our employees (1:30 ratio). To determine the ratio of our CEO’s annual total compensation to the median annual total compensation of all our employees excluding the CEO, we identified, as of December 31, 2024, the median employee using annual base salary. We sorted the data set from lowest to highest salary using salary amounts calculated as of December 31, 2024, noting that all salaries were annualized for employees who were new hires or worked a partial year and without excluding any employees from the data set. We believe this measure reasonably reflects the typical annual compensation of our employee population and is a consistently applied compensation measure for all employees.

  130. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  131. 2024 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE

    2024 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table describes the executive compensation for our Chief Executive Officer, who is our Principal Executive Officer (“PEO”), the other NEOs, and the Company’s performance for our five most recently completed fiscal years.

  132. Pay Versus Performance Table

    Pay Versus Performance Table

  133. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income(6) | Net Sales ($)(7) | | 2024 | $2,266,662 | $9,693,359 | $2,078,841 | $4,927,612 | $250.65 | $143.37 | $46.93 | $975.18 | | 2023 | $1,613,885 | $6,529,454 | $1,025,996 | $2,954,160 | $146.83 | $160.58 | ($33.61) | $766.90 | | 2022 | $914,920 | ($2,714,943) | $980,228 | ($398,985) | $89.30 | $124.99 | ($59.49) | $595.34 | | 2021 | $765,040 | ($7,070,793) | $522,686 | ($3,320,911) | $161.23 | $153.39 | ($29.67) | $425.49 | | 2020 | $15,858,452 | $24,395,225 | $6,537,735 | $13,384,214 | $240.29 | $154.25 | ($3.19) | $318.79 |

  134. Pay Versus Performance Table

    | (1) During all five reported fiscal years, Mr. Cyr served as our PEO. The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |

  135. Pay Versus Performance Table

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Cyr 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. Cyr during the applicable year. The values for fiscal year 2023 differ from those published in our August 22, 2024 Proxy Statement as a result of changes in our understanding of the assumptions and methodologies required under the SEC rules in relation to the option valuations. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments (which are also updated) were made to Mr. Cyr’s total compensation for each year to determine the compensation actually paid. Amounts may not sum due to rounding. |

  136. Pay Versus Performance Table

    | | PEO | | | Adjustments | 2023 | 2024 | | SCT Total | $1,613,885 | $2,266,662 | | - Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $— | $— | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | $— | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $4,532,258 | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $383,311 | $7,426,698 | | – Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Years | $— | $— | | Compensation Actually Paid | $6,529,454 | $9,693,359 |

  137. Pay Versus Performance Table

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Cyr) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Cyr) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Scott Morris, Todd Cunfer, Thembeka Machaba, and Nicky Baty (ii) for 2023, Scott Morris, Todd Cunfer, Thembeka Machaba, and Cathal Walsh; (iii) for 2022, Scott Morris, Todd Cunfer, Thembeka Machaba, Cathal Walsh, Richard Kassar, and Heather Pomerantz; (iv) for 2021, Scott Morris, Heather Pomerantz, Stephen Weise, and Cathal Walsh; (v) for 2020, Scott Morris, Heather Pomerantz, Stephen Weise, Cathal Walsh, and Richard Kassar. |

  138. Pay Versus Performance Table

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 3 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. The values for fiscal year 2023 differ from those published in our August 22, 2024 Proxy Statement as a result of changes in our understanding of the assumptions and methodologies required under the SEC rules in relation to the option valuations. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments (which are also updated) were made to the average total compensation for these NEOs as a group for each year to determine the compensation actually paid. Amounts may not sum due to rounding. |

  139. Pay Versus Performance Table

    | | Other NEO | | | Adjustments | 2023 | 2024 | | SCT Total | $1,025,996 | $2,078,841 | | - Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | $191,109 | $765,175 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $300,819 | $888,512 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,386,602 | $329,846 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $431,853 | $2,395,588 | | – Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Years | $— | $— | | Compensation Actually Paid | $2,954,160 | $4,927,612 |

  140. Pay Versus Performance Table

    | (5) The peer group used for total shareholder return comparisons reflects our Compensation Peer Group as disclosed in the Compensation Discussion & Analysis section of this Proxy Statement, and consists of the following companies: BellRing Brands Inc., Beyond Meat Inc., Celsius Holdings Inc., Central Garden & Pet Company, Farmer Bros. Co., John B. Sanfilippo & Son Inc., Lancaster Colony Corporation, Lifecore Biomedical Inc., Medifast Inc., Nature’s Sunshine Products Inc., PetIQ Inc., SunOpta Inc., the Simply Good Foods Company, Utz Brands Inc., Vital Farms Inc., and YETI Holdings Inc. In our prior Pay Versus Performance tables, the peer group reflected the Nasdaq Composite Total Return Index. The update is a result of changes in our understanding of the methodologies required under the SEC rules. The cumulative five-year total shareholder returns through December 31, 2024 of the former peer group, the current peer group, and the Company were $223.87, $143.37, and $250.65, respectively. The total shareholder returns for the former peer group from 2020 to 2024 at each fiscal year end were $144.92, $177.06, $119.45, $172.77 and $223.87 respectively. |

  141. Pay Versus Performance Table

    | (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  142. Pay Versus Performance Table

    | (7) This column is the “Company-Selected Measure,” which in the registrant’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s named executive officers, for the most recently completed fiscal year, to Company performance. |

  143. Relationships Between Certain Data in the Pay Versus Performance Table

    Relationships Between Certain Data in the Pay Versus Performance Table

  144. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return The following chart sets forth the relationship between (i) the Company’s cumulative total shareholder return over the five most recently completed fiscal years and the peer group’s cumulative total shareholder return over the same period, and (ii) the compensation actually paid to our PEO and the average CAP to our non-PEO NEOs.

  145. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between compensation actually to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our Net Income (Loss) during the five most recently completed fiscal years.

  146. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Sales

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Sales The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs, and our Net Sales during the five most recently completed fiscal years.

  147. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The full Board approved director compensation for 2024, based on the recommendation of the Compensation Committee with assistance from Willis Towers Watson, and in accordance with the Company’s non-employee director compensation program. For 2024, each non-employee member of the Board who served for the entire year received an annual cash retainer of $70,000 ($140,000 for the Board Chair), paid quarterly. In addition, the directors who served on each of the four standing Board committees received additional cash payments of $7,500 ($15,000 for the committee Chair) for 2024. The following table shows compensation paid to each of our non-employee directors who served during 2024. Mr. Cyr, our Chief Executive Officer, also serves as a director of the Company, but did not receive any additional compensation for his service as a director. Please see the “2024 Summary Compensation Table” for the compensation received by Mr. Cyr as Chief Executive Officer of the Company.

  148. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | Shares(2) | TOTAL ($) | | Walter N. George III(3) | 140,000 | 119,946 | 1,095 | 259,946 | | David B. Biegger(4) | 92,500 | 119,946 | 1,095 | 212,446 | | Craig D. Steeneck(5) | 92,500 | 119,946 | 1,095 | 212,446 | | Leta D. Priest(6) | 88,997 | 119,946 | 1,095 | 208,943 | | Daryl G. Brewster(7) | 85,000 | 119,946 | 1,095 | 204,946 | | Jacki S. Kelley(8) | 81,003 | 119,946 | 1,095 | 200,949 | | Olu Beck(9) | 77,500 | 119,946 | 1,095 | 197,446 | | Timothy R. McLevish(10) | 77,500 | 119,946 | 1,095 | 197,446 | | David J. West(11) | 77,500 | 119,946 | 1,095 | 197,446 | | Joseph E. Scalzo(12) | 77,500 | 119,946 | 1,095 | 197,446 | | Lauri Kien Kotcher(13) | 56,422 | 119,946 | 1,046 | 176,367 | | Lawrence S. Coben(14) | 21,078 | 119,946 | 1,095 | 141,024 |

  149. DIRECTOR COMPENSATION

    | (1) Represents the aggregate grant date fair value of shares of restricted Common Stock granted under our 2014 Plan without regard to forfeitures, computed in accordance with FASB ASC Topic 718 and is based on the valuation assumptions described in Note 12 to our consolidated financial statements included in our annual report. This amount does not reflect the actual economic value realized by the director. The stock awards reflected in the table comprise all outstanding equity awards held by our non-employee directors at the end of 2024 with the exception of Lawrence S. Coben. |

  150. DIRECTOR COMPENSATION

    | (2) Number of shares outstanding as of December 31, 2024. |

  151. DIRECTOR COMPENSATION

    | (3) Walter N. George III served as Chair of the Board. |

  152. DIRECTOR COMPENSATION

    | (4) David Biegger served as the Chair of the Operations and FSQA Committee and was a member of the Audit Committee. |

  153. DIRECTOR COMPENSATION

    | (5) Craig D. Steeneck served as the Chair of the Audit Committee and was a member of the Operations and FSQA Committee. |

  154. DIRECTOR COMPENSATION

    | (6) Leta D. Priest served as the Chair of the Nominating and Governance Committee from June 2024 and was a member of the Compensation Committee. |

  155. DIRECTOR COMPENSATION

    | (7) Daryl G. Brewster served as the Chair of the Compensation Committee. |

  156. DIRECTOR COMPENSATION

    | (8) Jacki S Kelley served as the Chair of the Nominating and Governance Committee until June 2024. |

  157. DIRECTOR COMPENSATION

    | (9) Olu Beck was a member of the Operations and FSQA Committee. |

  158. DIRECTOR COMPENSATION

    | (10) Timothy McLevish was a member of the Audit Committee. |

  159. DIRECTOR COMPENSATION

    | (11) David West was a member of the Compensation Committee. |

  160. DIRECTOR COMPENSATION

    | (12) Joseph Scalzo was a member of the Operations and FSQA Committee. |

  161. DIRECTOR COMPENSATION

    | (13) Lauri Kien Kotcher joined the Board in April 2024 and was a member of the Nominating and Governance Committee. |

  162. DIRECTOR COMPENSATION

    | (14) Lawrence S. Coben retired from the Board in April 2024 and the award of 1,095 shares was accelerated due to his retirement. |

  163. DIRECTOR COMPENSATION

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows information about the beneficial ownership of our Common Stock as of April 23, 2025 by:

  164. DIRECTOR COMPENSATION

    | • | each person known by us to beneficially own 5% or more of our outstanding Common Stock (each, a “Principal Stockholder” below); |

  165. DIRECTOR COMPENSATION

    | • | each of our directors, director nominees and named executive officers; and |

  166. DIRECTOR COMPENSATION

    | • | all of our directors and executive officers as a group. |

  167. DIRECTOR COMPENSATION

    The numbers listed below are based on 48,774,818 shares of our Common Stock outstanding as of April 23, 2025. Unless otherwise indicated, the address of each individual listed in this table is c/o Freshpet, Inc., 1545 US-206, Bedminster, NJ 07921.

  168. DIRECTOR COMPENSATION

    | NAME AND ADDRESS OF BENEFICIAL OWNER(1) | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK | PERCENT OF COMMON STOCK OUTSTANDING | | PRINCIPAL STOCKHOLDERS: | | | | Wellington Management Group LLP(2) | 2,527,486 | 5.18% | | The Vanguard Group, Inc.(3) | 5,147,241 | 10.55% | | Blackrock, Inc.(4) | 5,644,972 | 11.61% | | WCM Investment Management, LLC(5) | 2,771,377 | 5.68% | | NAMED EXECUTIVE OFFICERS AND DIRECTORS: | | | | Walter N. George III | 47,774 | * | | William B. Cyr(6) | 1,322,737 | 2.71% | | Olu Beck | 7,805 | * | | David B. Biegger | 4,467 | * | | Daryl G. Brewster | 56,097 | * | | Jacki S. Kelley | 9,661 | * | | Lauri Kien Kotcher | 1,046 | * | | Timothy R. McLevish | 30,358 | * | | Leta D. Priest | 10,735 | * | | Joseph E. Scalzo | 2,608 | * | | Craig D. Steeneck | 32,479 | * | | David J. West | 2,932 | * | | Scott Morris | 437,250 | * | | Todd Cunfer | 40,451 | * | | Thembeka Machaba | 100,654 | * | | Nicola Baty | — | — | | EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (19 PERSONS) | 2,160,264 | 4.43% |

  169. DIRECTOR COMPENSATION

    | * Less than 1% |

  170. DIRECTOR COMPENSATION

    | (1) A “beneficial owner” of a security is determined in accordance with Rule 13d-3 under the Exchange Act and generally means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: |

  171. DIRECTOR COMPENSATION

    | • | voting power, which includes the power to vote, or to direct the voting of, such security; and/or |

  172. DIRECTOR COMPENSATION

    | • | investment power, which includes the power to dispose, or to direct the disposition of, such security. |

  173. DIRECTOR COMPENSATION

    Unless otherwise indicated, all amounts above are as of April 23, 2025, and each person named in the table above has sole voting and investment power, or shares voting and investment power with his or her spouse (as applicable), with respect to all shares of stock listed as owned by that person. Shares issuable upon the exercise of options exercisable on April 23, 2025 or within 60 days and restricted stock units that vest and are required to be delivered within 60 days thereafter are considered outstanding and to be beneficially owned by the person holding such options for the purpose of computing such person’s beneficial ownership percentage but are not deemed outstanding for the purpose of computing the beneficial ownership percentage of any other person.

  174. DIRECTOR COMPENSATION

    | (2) Represents shares of common stock beneficially owned as of September 30, 2024, based on Amendment No. 2 to a Schedule 13G filed on November 8, 2024, by Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP (together, “Wellington”), pursuant to which Wellington reports shared voting power over 2,136,522 shares and shared dispositive power over 2,527,486 shares. In such filing, Wellington lists its address as 280 Congress Street, Boston, MA 02210. |

  175. DIRECTOR COMPENSATION

    | (3) Represents shares of common stock beneficially owned as of April 23, 2025, based on Amendment No. 5 to a Schedule 13G filed on April 7, 2025, by The Vanguard Group, Inc., pursuant to which The Vanguard Group, Inc. reports sole voting power over zero shares, shared voting power over 18,379 shares, sole dispositive power over 5,147,241 shares and shared dispositive power over 76,454 shares. In such filing The Vanguard Group, Inc., lists its address as 100 Vanguard Blvd., Malvern, PA 19355. |

  176. DIRECTOR COMPENSATION

    | (4) Represents shares of common stock beneficially owned as of April 23, 2025, based on a Schedule 13G filed on April 3, 2025, by BlackRock, Inc., pursuant to which BlackRock, Inc. reports sole voting power over 5,534,698 shares and sole dispositive power over 5,644,972 shares. In such filing, BlackRock, Inc. lists its address as 50, Hudson Yards, New York, NY 10001. |

  177. DIRECTOR COMPENSATION

    | (5) Represents shares of common stock beneficially owned as of September 30, 2024, based on a Schedule 13G filed on October 4, 2024, by WCM Investment Management, LLC, pursuant to which WCM Investment Management, LLC reports sole voting power and sole dispositive power over 2,771,377 shares. In such filing, WCM Investment Management, LLC lists its address as 281 Brooks Street, Laguna Beach, CA 92651. |

  178. DIRECTOR COMPENSATION

    | (6) Includes 38,351 shares of common stock and 987,885 options to purchase common stock held by Mr. Cyr directly, 3,500 shares of common stock and 55,000 options to purchase shares of common stock held by his spouse, 17,500 shares of common stock and 107,500 options to purchase shares of common stock held by Irrevocable Spousal Trust for Linda W. Cyr, and 18,000 shares of common stock and 95,000 options to purchase shares of common stock held by Linda W. Cyr 2020 Irrevocable Trust for Descendant. |

  179. DIRECTOR COMPENSATION

    EQUITY COMPENSATION PLAN INFORMATION

  180. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board has nominated Olu Beck, David B. Biegger, Daryl G. Brewster, William B. Cyr, Walter N. George III, Jacki S. Kelley, Lauri Kien Kotcher, Timothy R. McLevish, Leta D. Priest, Joseph E. Scalzo, Craig D. Steeneck, and David J. West to be elected to the Board to serve until the 2026 Annual Meeting of stockholders and until their respective successors are duly elected and qualified. For more information on the Director Nominees, please see page 31 of this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the re-election of each of the Director Nominees. Each of the Director Nominees has consented to be named as a nominee in this Proxy Statement, and, if elected, to serve as a director until the 2026 Annual Meeting and until his or her successor is elected and has qualified (or until such director’s earlier death, resignation or removal). Should any of the Director Nominees become unable to accept nomination or, if elected, to serve as a director (which is not anticipated as of the date of this Proxy Statement), the Company’s named proxy holders will vote for such substitute nominee as may be selected by the Board, unless the size of the Board is reduced.