DEF 14A of Freshpet, Inc.
Filed Apr 27, 2026 · FY20250001140361-26-017084
BOARD OF DIRECTORS
BOARD OF DIRECTORS
BOARD OF DIRECTORS
| | | | | | COMMITTEES | | | | | NAME | AGE | DIRECTOR INDEPENDENCE | APPOINTED | CURRENT TERM EXPIRES | A | CHCM | NG | OPS | | DIRECTOR NOMINEES | | | | | | | | | | Olu Beck | 59 | | Oct 2019 | 2026 | | | | • | | David B. Biegger | 67 | | May 2023 | 2026 | • | | | CHAIR | | Daryl G. Brewster | 69 | | Jan 2011 | 2026 | | CHAIR | | | | William B. Cyr Chief Executive Officer | 63 | | Sept 2016 | 2026 | | | | | | Walter N. George III* | 69 | | Nov 2014 | 2026 | | | | | | Jacki S. Kelley | 59 | | Feb 2019 | 2026 | | • | | | | Lauri Kien Kotcher | 65 | | Apr 2024 | 2026 | | | • | | | Timothy R. McLevish | 71 | | Aug 2023 | 2026 | • | | | | | Leta D. Priest | 66 | | Sept 2018 | 2026 | | | CHAIR | | | Joseph E. Scalzo | 67 | | Aug 2023 | 2026 | | | • | | | Craig D. Steeneck | 68 | | Nov 2014 | 2026 | CHAIR | | | • | | David J. West | 63 | | Jul 2023 | 2026 | | • | | |
BOARD OF DIRECTORS
| * = Independent Chair of the Board = Audit Committee Financial Expert | A = Audit Committee CHCM = Compensation and Human Capital Management NG = Nominating and Governance OPS = Operations and FSQA |
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. Directors marked with an asterisk (*) have also received a certification in cybersecurity. | 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 | |
BOARD OF DIRECTORS
4 in 12 directors are diverse (includes gender and ethnic diversity)
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 2027 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 28 of this Proxy Statement. The Board unanimously recommends that stockholders vote “FOR” each of the Director Nominees.
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?
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 2026 | Majority of shares present in person or by proxy and entitled to vote on the subject 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 subject 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. |
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, AND “FOR” PROPOSALS 2 AND 3 USING ONE OF THE METHODS DESCRIBED IN OUR PROXY MATERIALS.
STOCKHOLDER ENGAGEMENT | 15
| | WHAT WE HEARD | OUR RESPONSE | | ENVIRONMENTAL & SOCIAL | Stockholders emphasized workforce development, retention, and training as key drivers of long-term performance, and encouraged the Company to continue to include elements in its Responsible Business Goals. | The Company has continued to incentivize its most senior leaders with Responsible Business Goals. In 2025 these goals were simplified to focus on three key employee-related priorities: employee satisfaction, employee safety, and employee retention. | | | Stockholders encouraged us to expand disclosure of environmental metrics, including emissions, water usage, and operational efficiency, and consider formal environmental targets including for greenhouse gas reduction. | The Company releases an annual Sustainability Report which provides detailed reporting on the Company’s performance against its long-term sustainability goals. The Company reports Scope 1, 2, and 3 emissions and water usage annually and has expanded disclosures related to environmental performance and operational efficiency. Management continues to evaluate intensity-based targets and other approaches aligned with its operations. The Company’s annual sustainability reports are available on its 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 2025, the Company transitioned from a legacy long-term incentive structure (front-loaded, performance- and service-vested stock options) to annual equity grants composed equally of PSUs and RSUs. This new approach is designed to strengthen alignment between executives and stockholders, promote sustained performance across overlapping periods in a more volatile operating and regulatory environment, support retention, and improve market competitiveness. | | | Stockholders highlighted the importance of retention and leadership continuity. | The Compensation Committee approved equity refresh grants during the transition period from multi-year grants to annual grants to support retention and maintain alignment between executives and stockholders. | | | Stockholders encouraged the inclusion of additional financial 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. |
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 some of 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 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. | |
BOARD OF DIRECTORS
BOARD OF DIRECTORS Set forth below is the name, age (as of April 27, 2026), position, and tenure information for our directors and director nominees:
BOARD OF DIRECTORS
| | | | | | COMMITTEES | | | | | NAME | AGE | DIRECTOR INDEPENDENCE | APPOINTED | CURRENT TERM EXPIRES | A | CHCM | NG | OPS | | DIRECTOR NOMINEES | | | | | | | | | | Olu Beck | 59 | | Oct 2019 | 2026 | | | | • | | David B. Biegger | 67 | | May 2023 | 2026 | • | | | CHAIR | | Daryl G. Brewster | 69 | | Jan 2011 | 2026 | | CHAIR | | | | William B. Cyr Chief Executive Officer | 63 | | Sept 2016 | 2026 | | | | | | Walter N. George III* | 69 | | Nov 2014 | 2026 | | | | | | Jacki S. Kelley | 59 | | Feb 2019 | 2026 | | • | | | | Lauri Kien Kotcher | 65 | | Apr 2024 | 2026 | | | • | | | Timothy R. McLevish | 71 | | Aug 2023 | 2026 | • | | | | | Leta D. Priest | 66 | | Sept 2018 | 2026 | | | CHAIR | | | Joseph E. Scalzo | 67 | | Aug 2023 | 2026 | | | • | | | Craig D. Steeneck | 68 | | Nov 2014 | 2026 | CHAIR | | | • | | David J. West | 63 | | Jul 2023 | 2026 | | | | |
BOARD OF DIRECTORS
| * = Independent Chair of the Board = Audit Committee Financial Expert | A = Audit Committee CHCM = Compensation and Human Capital Management NG = Nominating and Governance OPS = Operations and FSQA |
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. Directors marked with an asterisk (*) have also received a certification in cybersecurity. | 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 | |
BOARD OF DIRECTORS
4 in 12 directors are diverse (includes gender and ethnic diversity)
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Age 59 Director Since October 2019 Independent Committees Operations and FSQA Other Public Company Boards 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 working with private equity companies to deliver stakeholder value. Ms. Beck is a seasoned public company board director and former Fortune 50 senior executive with deep strategic, financial, M&A, operational and sales and marketing expertise shaped by a multi-decade career in global consumer packaged goods industries. Her executive experience spans both public and private, middle and large cap companies and includes her service as CEO of Wholesome® Inc., Head of Global & U.S. Marketing (Shopper) & Health and Wellness at Johnson and Johnson, Inc., CFO at BEN’S ORIGINAL® (formerly UNCLE BEN’S®) and various executive leadership roles in Finance and Sales at Mars Incorporated. Ms. Beck currently serves on the board of directors and is a member of the Audit Committee of Saputo Inc. (TSX: SAP) and is Audit Chair of Tropicana Brand Group (private equity-backed). She previously 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 and was Board Chair of Denny’s Inc. (Nasdaq: DENN) prior to its acquisition in January 2026. She has led and participated in strategic transformations including M&A, diversification initiatives and leadership transitions. | | | | | | | | | 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 |
DIRECTOR NOMINEES
| Age 67 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 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 |
DIRECTOR NOMINEES
| Age 69 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. | | | | | | | | | 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 |
DIRECTOR NOMINEES
| Age 63 Director Since September 2016 Chief Executive Officer Committees None Other Public Company Boards Vital Farms, Inc. | 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 has served on the Board of Directors and Audit Committee of Vital Farms, Inc. (Nasdaq: VITL) since July 2025. He also 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 nine 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 |
DIRECTOR NOMINEES
| Age 69 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, Supply Chain Technologies | | Risk Management |
DIRECTOR NOMINEES
| Age 59 Director Since February 2019 Independent Committees Compensation and Human Capital Management | 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 and Business Officer at Omnicom following its acquisition of IPG where she held the same role since March 2024. Prior to this, she served as CEO/Americas and Global Chief Client Officer 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 also held senior roles at Martha Stewart, at Yahoo! and USA Today. Ms. Kelley also serves on the board of directors and 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 |
DIRECTOR NOMINEES
| Age 65 Director Since April 2024 Independent Committees Nominating and Governance | Lauri Kien Kotcher | | | | | | | | | Lauri Kien Kotcher has been a member of our Board since April 2024. Ms. Kien Kotcher is currently Chief Executive Officer and Co-Founder of Different Day LLC which she joined in September 2025. She was previously a member of the board of directors and Chief Executive Officer of Quip NYC Inc. from August 2023 to August 2025. Prior to quip, Ms. Kien Kotcher served as Chief Executive Officer of The Shade Store from October 2021 to May 2022, and as Chief Executive Officer and board member of Hello Products from January 2015 to January 2021, as well as Chief Marketing Officer of Godiva Chocolatier from 2009 to 2013. Ms. Kien Kotcher is also the President of LLK Associates, a position held since 2003, where she provides advisory and consulting services to consumer products companies. Earlier in her career, she held roles at Lehman Brothers, Pfizer Consumer Healthcare, and spent 15 years at McKinsey & Company. Ms. Kien Kotcher previously served on the board of directors of Farmer’s Fridge and LXR and Co, Inc. | | | | | | | | | Ms. Kien Kotcher’s experience as CEO of high growth personal care product companies and her 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 |
DIRECTOR NOMINEES
| Age 71 Director Since August 2023 Independent Committees Audit | Timothy R. McLevish | | | | | | | | | Timothy R. McLevish has been a member of our Board since August 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 of 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 his 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 |
DIRECTOR NOMINEES
| Age 66 Director Since September 2018 Independent Committees 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 |
DIRECTOR NOMINEES
| Age 67 Director Since August 2023 Independent Committees Nominating and Governance Other Public Company Boards The Simply Good Foods Company | Joseph E. Scalzo | | | | | | | | | Joseph E. Scalzo has been a member of our Board since August 2023. Mr. Scalzo is CEO, President and a director of The Simply Good Foods Company (NASDAQ: SMPL), positions held since January 2026. Prior to that he was a partner at Centerview Capital an investment firm that specializes in the branded packaged goods sector, beginning September 2024. He 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 previously 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 was a member of the board of directors at Treehouse Foods, Inc. (NYSE: THS) from April 2022 to February 2026, where he served on the audit committee and compensation committee. 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 |
DIRECTOR NOMINEES
| Age 68 Director Since November 2014 Independent Committees Operations and FSQA Audit CHAIR Other Public Company 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 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. He was also Chairman of the Hostess Brands, Inc. Audit Committee from November 2016 to June 2022. Mr. Steeneck has served as a board member of Pete and Gerry’s since October 2025 and 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, Supply Chain Technologies | | Finance |
DIRECTOR NOMINEES
| Age 63 Director Since July 2023 Independent Committees Compensation and Human Capital Management Other Public Company Boards Advantage Solutions Inc. The Simply Good Foods Company | David J. West | | | | | | | | | David J. West has been a member of our Board since July 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 serving in executive roles at pet food and consumer products companies 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 |
EXECUTIVE SUMMARY
| • | This performance, along with target achievement against our Responsible Business Goals, resulted in 2025 annual incentives being earned at 26.02% of target. There were no performance equity awards vesting for periods concluding in 2025. December 2020 stock options that vested and became exercisable in December 2024 had no intrinsic value at year end. |
EXECUTIVE SUMMARY
| • | In 2025, the Company transitioned away from a legacy long-term incentive model of front-loaded performance- and service-vested stock options to annual equity grants in an equal mix of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs). This updated approach is designed to maintain strong alignment between executives and our stockholders, incentivize performance over multiple overlapping periods in a more volatile operating and regulatory environment, encourage retention, and enhance our market competitiveness. |
EXECUTIVE SUMMARY
| • | In connection with the transition from front-loaded awards to annual grants, the Committee approved transitionary retention PSU and RSU awards to certain of our NEOs in light of their limited unvested |
Executive Compensation Philosophy
| • | to encourage NEOs to remain with Freshpet for the long-term. |
Executive Compensation Policies and Practices
| • | Caps on incentive plan payouts to limit excessive outcomes and support risk management |
Executive Compensation Policies and Practices
| • | Use of market-informed benchmarking to inform compensation decisions |
Executive Compensation Policies and Practices
| • | Double-trigger change-in-control provisions |
Executive Compensation Policies and Practices
| • | No excise tax gross-ups in connection with change-in-control arrangements |
Executive Compensation Framework Overview
| CORE ELEMENT | OBJECTIVE | KEY FEATURES | | Salary | Provides a fixed element of pay that reflects the role’s scope of responsibilities and value to the organization | • Increases, if any, usually take effect in the first quarter | | 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%) covering quantifiable risks | | 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 | • From 2025, equity is issued in the form of annual grants, comprised of PSUs and RSUs – PSUs vest based on cumulative Net Sales, average Adjusted EBITDA Margin and relative total shareholder return (“TSR”) goals, measured over three years – RSUs vest in equal tranches on the first, second and third anniversary of the date of grant, subject to the recipient’s continued service |
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 assessing the peer group composition, consideration is given to a range of factors including revenue, market capitalization, growth trajectory, industry and geographic reach. Given the limited number of listed and standalone pet-food companies, the group includes packaged food and broader branded consumer goods companies with similar characteristics to Freshpet. No changes were made for 2025.
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)(1) | | 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) |
Compensation Peer Group Data
| (1) PetIQ data was included in the analyses used to inform 2025 compensation decisions prior to its delisting. |
Compensation Peer Group Data
We target the total compensation amount for each of our NEOs to be competitive with similarly situated executives within our compensation peer group. We deliberately target a higher percentile within the benchmark peer group for strategically important roles to help us attract, motivate and retain executives who are crucial to the achievement of 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.
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. Target opportunities were unchanged for 2025, with the maximum payout capped at 250% of target.
Annual Incentive Awards
| OFFICER | 2025 | | William B. Cyr | 100% | | Scott Morris | 70% | | Nicola Baty | 60% | | Thembeka Machaba | 60% | | Ivan Garcia(1) | 40% | | Todd Cunfer(2) | 70% |
Annual Incentive Awards
| (1) Mr. Garcia’s opportunity is applied to his base salary in effect following his appointment to Interim CFO. |
Annual Incentive Awards
| (2) Mr. Cunfer did not receive an annual incentive award for 2025 due to his resignation. |
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. This ensures 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 2025 with actual performance resulting in a payout of 26.02% of target (10.4% of the maximum opportunity) for our NEOs.
Annual Incentive Awards
| | PERFORMANCE GOALS | | | | | | | WEIGHT(1) | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Net Sales (millions)(2) | 45% | $1,076.0 | $1,195.0 | $1,250.0 | $1,102.2 | | Adjusted EBITDA before bonus accrual (millions)(2)(3) | 45% | $211.6 | $235.1 | $270.0 | $199.7 | | Responsible Business Goals (points) | 10% | 3 | 6 | 9 | 6 |
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 258.3% of target, which would be reduced to the cap of 250% of target. |
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. |
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 $4.2 million than the Adjusted EBITDA as reported in our Form 10-K (the total amount of the annual incentive award for 2025). |
Financial Element
Financial Element The financial element continued to be based on Net Sales and Adjusted EBITDA before bonus accrual, which are key metrics used by our investors in assessing our performance. For each metric, the Committee 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) at 17.8% of target.
Responsible Business Goals Element
| | PERFORMANCE GOALS | | | | | | RESPONSIBLE BUSINESS GOAL | WEIGHT | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Employee Satisfaction Based on employee net promoter score | 33% | 7.60 - 8.19 | 8.20 - 8.49 | 8.50 | 7.90 | | Employee Safety(1) Based on total reportable incident rate | 33% | 4.40 - 3.28 | 3.27 - 2.52 | 2.51 | 2.54 | | Employee Retention(2) Based on total employee turnover | 33% | 20% - 23% | 17% - 19% | 16.9% | 15.35% |
Responsible Business Goals Element
| POINTS | <3 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | | Payout (% of target) | 0% | 20% | 40% | 80% | 100% | 150% | 200% | 250% |
Approved payouts
Approved payouts The Committee reviewed the calculated performance score relative to the pre-established goals and approved the resulting 26.02% of target payout, which it assessed to be representative of underlying performance.
Approved payouts
| OFFICER | APPROVED PAYOUT | | William B. Cyr | $187,344 | | Scott Morris | $105,095 | | Nicola Baty | $85,398 | | Thembeka Machaba | $67,132 | | Ivan Garcia | $35,514 | | Todd Cunfer(1) | $— |
Approved payouts
| (1) Mr. Cunfer was not eligible to receive an annual incentive for 2025 performance given his resignation. |
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. In 2025, the Company transitioned away from a legacy long-term incentive model of front-loaded performance- and service-vested stock options to annual equity grants in an equal mix of PSUs which are adjusted by a relative TSR modifier and RSUs. This go-forward model is designed to maintain strong alignment between executives and our stockholders, incentivize performance over multiple overlapping periods in a more volatile operating and regulatory environment, encourage retention, and enhance our market competitiveness. The Compensation Committee approved the following target values for the awards made in March 2025.
Long-Term Equity Compensation
| OFFICER | 2025 APPROVED EQUITY TARGET VALUE(1) | | William B. Cyr | $3,600,000 | | Scott Morris | $870,000 | | Nicola Baty | $683,750 | | Thembeka Machaba | $300,000 | | Ivan Garcia(2) | $77,497 | | Todd Cunfer(3) | $825,000 |
Long-Term Equity Compensation
| (1) In determining the number of PSUs and RSUs to award, each NEO’s target value is converted by multiplying the total value by the applicable vehicle weighting, and dividing by the closing price of the Company’s Common Stock (i) on the grant date for RSUs and (ii) by the average closing value over the previous five days, inclusive of the grant date, for PSUs. |
Long-Term Equity Compensation
| (2) Mr. Garcia was granted RSUs during our annual grant process in March 2025. As this award was granted prior to his appointment as Interim CFO, his grant was 100% time-based RSUs vesting equally over three years. |
Long-Term Equity Compensation
| (3) Mr. Cunfer forfeited his 2025 PSU and RSU awards on his resignation, in addition to his other unvested RSUs granted in prior years. In accordance with applicable reporting requirements, the grant date fair value of Mr. Cunfer’s 2025 awards is included in the Summary Compensation Table despite their subsequent forfeiture. |
Performance Stock Units
Performance Stock Units PSUs can be earned based on two equally weighted financial performance metrics that assess our top-line growth and profitability, both key drivers of shareholder value. The final outcome also reflects the application of a relative TSR modifier which assesses our success in creating value versus other investment opportunities. The Compensation Committee approved three-year goals informed by our long-range plan. The Net Sales metric is assessed on a cumulative basis, while Adjusted EBITDA Margin is based on final year performance in support of our long-term focus on margin enhancement. The Committee approved threshold, target, and maximum performance goals for each metric. For competitive reasons, we are not disclosing the specific goals at this time and instead will disclose them following the conclusion of the three-year performance period. The relative TSR modifier is determined based on our performance against the Russell 3000 Food & Beverage constituents on the date of grant as follows:
Performance Stock Units
| METRIC | WEIGHT | THRESHOLD | TARGET | MAXIMUM | | Three-year cumulative Net Sales | 50% | 50% payout | 100% payout | 200% payout | | 2027 Adjusted EBITDA Margin | 50% | 50% payout | 100% payout | 200% payout | | Relative TSR Modifier | Modifier | Bottom quartile 0.75x | Between the 25th and 75th percentiles 1.0x | Top quartile 1.25x |
Performance Stock Units
Performance in respect of each of the financial metrics is calculated independently. There is no payout for performance below threshold, and for performance between goals, the associated payout will be calculated on a straight-line basis. Following the application of the relative TSR modifier, the maximum potential payout is 250% of target.
Restricted Stock Units
Restricted Stock Units RSUs vest ratably in equal annual installments, typically on the first, second and third anniversary of the date of grant, subject to the recipient’s continued service.
2025 Retention Awards
| OFFICER | GRANT DATE | GRANT DATE VALUE | PSUS | RSUS | | William B. Cyr | 1/3/2025 | $8,000,000 | 50% | 50% | | Scott Morris | 1/3/2025 | $4,000,000 | 50% | 50% | | Thembeka Machaba | 1/3/2025 | $2,403,750 | 50% | 50% | | Nicola Baty | 12/8/2025 | $1,750,820 | 50% | 50% |
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, with Ms. Baty’s RSUs scheduled to vest in two equal annual installments beginning January 3, 2027. The PSUs will vest based upon the achievement of two equally weighted performance metrics: three-year cumulative Net Sales (the goals of which are consistent with the threshold, target and maximum used for the annual grants described above) 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. For competitive reasons, we are not disclosing the specific goals at this time and instead will disclose them following the conclusion of the three-year performance period. 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.
Appointment of Mr. O’Connor
Appointment of Mr. O’Connor Effective February 9, 2026, Mr. O’Connor was appointed as the CFO, at which time Mr. Garcia stepped down from his role as Interim CFO and assumed a role as Senior Vice President, Finance within the Company. In connection with Mr. O’Connor’s appointment, the Committee approved an annual salary of $525,000, a target annual incentive opportunity of 70% of salary, and an annual target long-term incentive award opportunity of at least 150% of salary. Additionally, in accordance with the Nasdaq Marketplace Rules, the Committee approved an inducement award of 7,500 RSUs which will vest on the first, second and third anniversaries of the date of grant, subject to Mr. O’Connor’s continued service with the Company.
Benefits
| • | short-term and long-term disability insurance. |
Termination Practices and Policies
Termination Practices and Policies The Company maintains the “Freshpet, Inc. Key Executive Severance Plan” (the “Plan”) which was approved by the Committee and became effective in 2024. The Plan sets out standardized and clear termination provisions, and does not provide for single-trigger vesting on a change in control or tax gross-up payments. All Freshpet NEOs currently participate in the Plan. A copy of the Plan is filed as Exhibit 10.26 to our Annual Report on Form 10-K for the year ended December 31, 2025. See Potential Payments Upon Termination or Change in Control section for additional information.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table sets forth the compensation for 2025 for each NEO. Compensation information for 2024 and 2023 is presented for individuals who were also our NEOs in those years.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | William B. Cyr((5)) Chief Executive Officer | 2025 | 712,308 | 11,599,846(6) | — | 187,344 | 14,000 | 12,513,498 | | | 2024 | 668,462 | — | — | 1,584,400 | 13,800 | 2,266,662 | | | 2023 | 620,000 | — | — | 980,685 | 13,200 | 1,613,885 | | Scott Morris President and Co-Founder | 2025 | 572,769 | 4,869,919(6) | — | 105,095 | 14,000 | 5,561,783 | | | 2024 | 550,192 | — | — | 905,205 | 13,800 | 1,469,197 | | | 2023 | 526,154 | — | — | 529,470 | 13,200 | 1,068,824 | | Nicola Baty Chief Operating Officer | 2025 | 542,769 | 2,434,506(7) | — | 85,398 | 14,000 | 3,076,673 | | | 2024 | 266,860 | 2,310,791 | — | 381,568 | 550,000 | 3,509,219 | | Thembeka Machaba Chief Human Resources Officer | 2025 | 426,154 | 2,343,649(6) | — | 67,132 | 14,000 | 2,850,935 | | | 2024 | 401,346 | — | — | 781,625 | 13,800 | 1,196,771 | | | 2023 | 360,192 | — | — | 243,090 | 5,277 | 608,559 | | Ivan Garcia Chief Financial Officer (Interim) | 2025 | 304,819 | 674,167(8) | — | 35,514 | 13,665 | 1,028,165 | | Todd Cunfer Chief Financial Officer (Former) | 2025 | 460,577 | 824,859(9) | — | — | 14,000 | 1,299,436 | | | 2024 | 520,192 | 749,911 | — | 856,275 | 13,800 | 2,140,178 | | | 2023 | 500,000 | 608,027 | — | 499,500 | 13,200 | 1,450,283 |
2025 SUMMARY COMPENSATION TABLE
| (1) Amounts reflect base salary earned during the year, including any amounts voluntarily deferred under our qualified 401(k) plan. |
2025 SUMMARY COMPENSATION TABLE
| (2) Amounts reflect the aggregate grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718 and are based on the valuation assumptions described in Note 11 to our consolidated financial statements included in our Annual Report. |
2025 SUMMARY COMPENSATION TABLE
| (3) 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. |
2025 SUMMARY COMPENSATION TABLE
| (4) Amounts reflect matching Company contributions under our 401(k) plan. |
2025 SUMMARY COMPENSATION TABLE
| (5) Mr. Cyr also serves as a member of the Board but does not receive any additional compensation for his service as a director. |
2025 SUMMARY COMPENSATION TABLE
| (6) The amounts reflect the aggregate grant date fair value of awards granted pursuant to our 2025 LTIP, determined in accordance with FASB ASC 718. During 2025, Mr. Cyr, Mr. Morris, and Ms. Machaba received two awards, one granted in January 2025, and one granted in March 2025, each consisting of 50% RSUs and 50% PSUs. The grant date fair value of the RSUs for both awards was determined in accordance with FASB ASC 718 based on the closing stock price per share on the applicable grant dates. For the January 2025 award, the PSUs are not subject to a relative TSR market condition, and the grant date fair value was determined based on the closing stock price per share on the grant date. For the March 2025 award, the PSUs are subject to a relative TSR market condition, and the grant date fair value was determined using a Monte Carlo simulation model in accordance with FASB ASC 718. The value of the PSU award granted in March 2025 at the grant date, assuming achievement of the maximum performance level of 250%, would have been $4,499,926 for Mr. Cyr, $1,087,399 for Mr. Morris, and $374,918 for Ms. Machaba. |
2025 SUMMARY COMPENSATION TABLE
| (7) The amounts reflect the aggregate grant date fair value of awards granted pursuant to our 2025 LTIP, determined in accordance with FASB ASC 718. During 2025, Ms. Baty received two awards, one granted in March 2025, and one granted in December 2025, each consisting of 50% RSUs and 50% PSUs. The grant date fair value of the RSUs for both awards was determined in accordance with FASB ASC 718 based on the closing stock price per share on the applicable grant dates. For the March 2025 award, the PSUs are subject to a relative TSR market condition, and the grant date fair value was determined using a Monte Carlo simulation model in accordance with FASB ASC 718. The value of the PSU award granted in March 2025 at the grant date, assuming achievement of the maximum performance level of 250%, would have been $2,509,961 for Ms. Baty. For the December 2025 award, the PSUs are not subject to a relative TSR market condition, and the grant date fair value was determined based on the closing stock price per share on the grant date. |
2025 SUMMARY COMPENSATION TABLE
| (8) The grant date fair value of the RSUs was determined in accordance with FASB ASC 718 based on the closing stock price per share on the applicable grant date. |
2025 SUMMARY COMPENSATION TABLE
| (9) The amount reflects the grant date fair value of awards granted pursuant to our 2025 LTIP, determined in accordance with FASB ASC 718. The 2025 LTIP award was granted with 50% RSUs and 50% PSUs based on relative TSR. The grant date fair value of the RSUs was |
2025 SUMMARY COMPENSATION TABLE
determined in accordance with FASB ASC 718 based on the closing stock price per share on the applicable grant date. For the portion of the PSUs to be earned based on relative TSR, the grant date fair value was based on a Monte Carlo simulation value as required by FASB ASC 718. The value of the PSU award at the grant date, assuming achievement of the maximum performance level of 250%, would have been $1,031,026 for Mr. Cunfer. These awards were forfeited upon Mr. Cunfer’s resignation from the Company.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to grants of plan-based awards to our NEOs during 2025. Please see “Annual Incentive Awards” in the CD&A above for additional information about the non-equity incentive plan awards reflected in the table below. Please see the “2025 Outstanding Equity Awards at Fiscal Year-End” table below for additional information about the vesting parameters that are applicable to equity awards reflected in the table immediately below.
2025 GRANTS OF PLAN-BASED AWARDS
| Name | Award Type (2) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise of Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | William B. Cyr | Annual Incentive | — | 0 | 720,000 | 1,800,000 | — | — | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 21,484(3) | — | — | 1,799,930(4) | | | PSU(5) | 3/11/2025 | — | — | — | 9,938(6) | 19,876 | 49,690 | — | — | — | 1,799,971(7) | | | RSU | 1/3/2025 | — | — | — | — | — | — | 27,716(8) | — | — | 3,999,973(4) | | | PSU(9) | 1/3/2025 | — | — | — | 22,173(6) | 27,716 | 55,432 | — | — | — | 3,999,973(7) | | Scott Morris | Annual Incentive | — | 0 | 403,900 | 1,009,750 | — | — | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 5,192(3) | — | — | 434,986(4) | | | PSU(5) | 3/11/2025 | — | — | — | 2,402(6) | 4,803 | 12,008 | — | — | — | 434,960(7) | | | RSU | 1/3/2025 | — | — | — | — | — | — | 13,858(8) | — | — | 1,999,987(4) | | | PSU(9) | 1/3/2025 | — | — | — | 11,086(6) | 13,858 | 27,716 | — | — | — | 1,999,987(7) | | Nicola Baty | Annual Incentive | — | 0 | 328,200 | 820,500 | — | — | — | — | — | — | — | | | RSU | 12/8/2025 | — | — | — | — | — | — | 13,858(10) | — | — | 875,410(4) | | | PSU(9) | 12/8/2025 | — | — | — | 11,086(6) | 13,858 | 27,716 | — | — | — | 875,410(7) | | | RSU | 3/11/2025 | — | — | — | — | — | — | 4,080(3) | — | — | 341,822(4) | | | PSU(5) | 3/11/2025 | — | — | — | 1,888(6) | 3,775 | 9,438 | — | — | — | 341,864(7) | | Thembeka Machaba | Annual Incentive | — | 0 | 258,000 | 645,000 | — | — | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 1,790(3) | — | — | 149,966(4) | | | PSU(5) | 3/11/2025 | — | — | — | 828(6) | 1,656 | 4,140 | — | — | — | 149,967(7) | | | RSU | 1/3/2025 | — | — | — | — | — | — | 7,080(8) | — | — | 1,021,786(4) | | | PSU(9) | 1/3/2025 | — | — | — | 5,665(6) | 7,081 | 14,162 | — | — | — | 1,021,930(7) | | Ivan Garcia | Annual Incentive | | 0 | 136,486 | 341,215 | — | — | — | — | — | — | — | | | RSU | 10/20/2025 | — | — | — | — | — | — | 3,000(11) | — | — | 155,160(4) | | | RSU | 10/1/2025 | — | — | — | — | — | — | 8,161(12) | — | — | 441,510(4) | | | RSU | 3/11/2025 | — | — | — | — | — | — | 925(3) | — | — | 77,497(4) | | Todd Cunfer | Annual Incentive | — | 0 | 367,500 | 918,750 | — | — | — | — | — | — | — | | | RSU | 3/11/2025 | — | — | — | — | — | — | 4,923(3) | — | — | 412,449(4) | | | PSU(5) | 3/11/2025 | — | — | — | 2,277(6) | 4,554 | 11,385 | — | — | — | 412,410(7) |
2025 GRANTS OF PLAN-BASED AWARDS
| (1) Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal 2025 by each NEO under our annual performance-based incentive compensation plan. The actual amounts earned by each Named Executive Officer are included in the fiscal 2025 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
2025 GRANTS OF PLAN-BASED AWARDS
| (2) All RSU and PSU grants made in 2025 were made under the 2024 Equity Plan. |
2025 GRANTS OF PLAN-BASED AWARDS
| (3) Scheduled to vest in three equal annual installments beginning March 15, 2026, subject to continued employment through such vesting dates. |
2025 GRANTS OF PLAN-BASED AWARDS
| (4) 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 11 to our consolidated financial statements included in our Annual Report. |
2025 GRANTS OF PLAN-BASED AWARDS
| (5) Amounts represent the threshold, target and maximum amount (in shares) that could be earned under the fiscal year 2025 to fiscal year 2027 cycle, including the maximum TSR modifier. |
2025 GRANTS OF PLAN-BASED AWARDS
| (6) Amounts shown represent the minimum amounts payable or shares earned if the threshold performance goals are achieved. No payments will be made or shares issued for performance below the threshold level. |
2025 GRANTS OF PLAN-BASED AWARDS
| (7) Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the fiscal year 2025 to fiscal year 2027 cycle, based on the target amount payable if the performance conditions are met. For a discussion of the assumptions used in determining these values, see Note 11 to our 2025 consolidated financial statements included in our Annual Report. |
2025 GRANTS OF PLAN-BASED AWARDS
| (8) Scheduled to vest in three equal annual installments beginning January 3, 2026, subject to continued employment through such vesting dates. |
2025 GRANTS OF PLAN-BASED AWARDS
| (9) Amounts represent the threshold, target and maximum amount (in shares) that could be earned under the fiscal year 2025 Retention grants. |
2025 GRANTS OF PLAN-BASED AWARDS
| (10) Scheduled to vest in two equal annual installments beginning January 3, 2027, subject to continued employment through such vesting dates. |
2025 GRANTS OF PLAN-BASED AWARDS
| (11) Scheduled to vest in full on October 20, 2026, subject to continued employment through such vesting date. |
2025 GRANTS OF PLAN-BASED AWARDS
| (12) Scheduled to vest in full on January 31, 2029, subject to continued employment through such vesting date. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information with respect to outstanding equity awards at December 31, 2025. The vesting of awards as 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.
2025 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 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 27,716(1) | 1,688,736(2) | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 27,716 | 1,688,736 (3) | | | 3/11/2025 | — | — | — | — | — | 21,484(4) | 1,309,020(2) | — | — | | | 3/11/2025 | — | — | — | — | — | — | — | 19,876 | 1,211,045 (5) | | Scott Morris | 4/1/2020 | 13,015 | — | — | 63.87 | 4/1/2030 | — | — | — | — | | | 12/24/2020 | 184,038 | — | — | 142.79 | 12/24/2030 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 13,858(1) | 844,368(2) | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 13,858 | 844,368(3) | | | 3/11/2025 | — | — | — | — | — | 5,192(4) | 316,349(2) | — | — | | | 3/11/2025 | — | — | — | — | — | — | — | 4,803 | 292,647(5) | | Nikola Baty | 9/1/2024 | — | — | — | — | — | 11,439(6) | 696,978(2) | — | — | | | 3/11/2025 | — | — | — | — | — | 4,080(4) | 248,594(2) | — | — | | | 3/11/2025 | — | — | — | — | — | — | — | 3,775 | 230,011(3) | | | 12/8/2025 | — | — | — | — | — | 13,858(7) | 844,368(2) | — | — | | | 12/8/2025 | — | — | — | — | — | — | — | 13,858 | 844,368(5) | | Thembeka Machaba | 8/1/2020 | 2,500 | — | — | 96.05 | 8/1/2030 | — | — | — | — | | | 12/24/2020 | 98,154 | — | — | 142.79 | 12/24/2030 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 7,080(1) | 431,384(2) | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 7,080 | 431,384(3) | | | 3/11/2025 | — | — | — | — | — | 1,790(4) | 109,065(2) | — | — | | | 3/11/2025 | — | — | — | — | — | — | — | 1,656 | 100,900(5) | | Ivan Garcia | 10/1/2019 | 27,000 | — | — | 49.77 | 10/1/2029 | — | — | — | — | | | 10/10/2022 | — | — | — | — | — | 18,489(8) | 1,126,535(2) | — | — | | | 3/13/2023 | — | — | — | — | — | 355(9) | 21,630(2) | — | — | | | 3/15/2024 | — | — | — | — | — | 392(10) | 23,885(2) | — | — | | | 3/11/2025 | — | — | — | — | — | 925(4) | 56,360(2) | — | — | | | 10/1/2025 | — | — | — | — | — | 8,161 | 497,250(2) | — | — | | | 10/20/2025 | — | — | — | — | — | 3,000 | 182,790(2) | — | — |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Scheduled to vest annually in three equal installments beginning January 3, 2026, subject to the Executive’s continued employment through such vesting dates. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Amount reflects the value as of December 31, 2025 based on the Company’s closing stock price of $60.93 as of December 31, 2025, the last trading day during 2025. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) In accordance with SEC rules, the amounts shown represent the target amounts of the equity awards under the 2025 Retention awards. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) 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. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) In accordance with SEC rules, the amounts shown represent the target amounts of the equity awards under the FY2025–FY2027 LTPP cycle, including the application of the Relative TSR Modifier at target level based on performance measured for fiscal 2025. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Ms. Baty was granted 17,150 RSUs on September 1, 2024, of which 6,711 vested on September 1, 2025, 6,778 are scheduled to vest on September 1, 2026 and the remaining 4,661 are scheduled to vest on September 1, 2027. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) Scheduled to vest annually in two equal installments beginning January 3, 2027, subject to the Executive’s continued employment through such vesting dates. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) Mr. Garcia was granted 18,489 RSUs on October 10, 2022 which were scheduled to vest on January 31, 2026. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (9) Mr. Garcia was granted 1,064 RSUs on March 13, 2023, of which 354 vested on March 13, 2024, 355 vested on March 13, 2025, and the remaining 355 were scheduled to vest on March 13, 2026. |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (10) Mr. Garcia was granted 587 RSUs on March 15, 2024, of which 195 vested on March 15, 2025, and 196 are scheduled to vest on each of March 15, 2026 and March 15, 2027. |
2025 OPTIONS EXERCISES AND STOCK VESTED
2025 OPTIONS EXERCISES AND STOCK VESTED The following table sets forth certain information regarding vesting of stock awards owned by our NEOs during 2025.
2025 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 ($) | | William B. Cyr | — | — | — | — | | Scott Morris | 117,817 | 5,296,725 | — | — | | Nicola Baty | — | — | 5,711(1) | 322,243(2) | | Thembeka Machaba | — | — | — | — | | Ivan Garcia | — | — | 852(3) | 71,975(4) | | Todd Cunfer | — | — | 5,951(5) | 517,819(6) |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (1) Reflects the vested amount on September 1, 2025. |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (2) Reflects the market value of the underlying shares on the vesting date based on $56.425 on September 1, 2025. |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (3) Reflects the vested amount on March 13, 2025 of 355 shares, on March 15, 2025 of 424 shares, and on October 1, 2025 of 73 shares. |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (4) Reflects the market value of the underlying shares on the vesting date based on $86.50 on March 13, 2025, $87.84 on March 15, 2025, and $55.11 on October 1, 2025. |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (5) Reflects the vested amount on March 13, 2025 of 3,669 shares and on March 15, 2025 of 2,282 shares. |
2025 OPTIONS EXERCISES AND STOCK VESTED
| (6) Reflects the market value of the underlying shares on the vesting date based on $86.50 on March 13, 2025 and $87.84 on March 15, 2025. |
PENSION BENEFITS
PENSION BENEFITS Currently, the Company does not sponsor or adopt any pension plans (other than our 401(k) plan).
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION Currently, the Company does not sponsor or adopt a nonqualified deferred compensation plan.
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, 2025. The fair market value of a share of our common stock on December 31, 2025, the last trading day of 2025, was $60.93. The table only includes information for employment termination and change in control events that trigger vesting or severance-related payments, and assumes that each NEO will take all action necessary to receive the maximum available benefit, such as execution of a release of claims. Any amounts payable to the NEOs in the event of a change in control of the Company may be subject to reduction under Code Sections 280G and 4999. The amounts below are estimates of the incremental amounts that could be received upon a change in control or termination of employment; the actual amount could be determined only at the time of any actual change in control or termination of employment.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAME | CASH ($) | COBRA ($)(1) | EQUITY ($) | TOTAL ($) | | William B. Cyr | | | | | | Termination due to permanent disability | — | 43,319 | — | 43,319 | | Involuntary termination(2) | 3,240,000(3) | 43,319 | 5,897,537(7) | 9,180,855 | | Change in control | — | — | 5,897,537(7) | 5,897,537 | | Involuntary termination after change in control | 4,320,000(4) | 43,319 | 5,897,537(7) | 10,260,855 | | Scott Morris | | | | | | Termination due to permanent disability | — | 59,821 | 2,297,731(8) | 59,821 | | Involuntary termination(2) | 1,961,800(5) | 59,821 | 2,297,731(8) | 4,319,352 | | Change in control | — | — | 2,297,731(8) | 2,297,731 | | Involuntary termination after change in control | 2,942,700(6) | 59,821 | — | 5,300,252 | | Nicola Baty | | | | | | Termination due to permanent disability | — | 59,821 | — | 59,821 | | Involuntary termination(2) | 1,680,000(5) | — | — | 1,680,000 | | Change in control | — | 59,821 | 2,864,319(9) | 2,924,141 | | Involuntary termination after change in control | 2,520,000(6) | 59,821 | 2,864,319(9) | 5,444,141 | | Thembeka Machaba | | | | | | Termination due to permanent disability | — | 43,319 | — | 43,319 | | Involuntary termination(2) | 1,312,000(5) | 43,319 | 1,072,734(10) | 2,428,052 | | Change in control | — | — | 1,072,734(10) | 1,072,734 | | Involuntary termination after change in control | 1,968,000(6) | 43,319 | 1,072,734(10) | 3,084,052 | | Ivan Garcia | | | | | | Termination due to permanent disability | — | 59,821 | — | 59,821 | | Involuntary termination(2) | 955,402(5) | 59,821 | 1,908,449(11) | 2,923,673 | | Change in control | — | — | 1,908,449(11) | 1,908,449 | | Involuntary termination after change in control | 1,433,103(6) | 59,821 | 1,908,449(11) | 3,401,374 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| NAME | CASH ($) | COBRA ($)(1) | EQUITY ($) | TOTAL ($) | | Todd Cunfer | | | | | | Termination due to permanent disability | — | 43,319 | — | 43,319 | | Involuntary termination(2) | 1,870,000(5) | 43,319 | — | 1,913,319 | | Change in control | — | — | — | — | | Involuntary termination after change in control | 2,805,000(6) | 43,319 | — | 2,848,319 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) Amount reflects the cost of COBRA premiums for 18 months following termination. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) An “Involuntary Termination” means a termination by the Company without cause or by the NEO for good reason. |
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 18 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) Amount reflects 1.5 times the sum of Mr. Cyr’s base salary and target bonus for a period of 36 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (5) Amount reflects the annual salary and target annual bonus for a period of 24 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (6) Amount reflects the annual salary and target annual bonus for a period of 36 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (7) As of December 31, 2025, Mr. Cyr held 49200 restricted stock units and 47,592 performance stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (8) As of December 31, 2025, Mr. Morris held 19,050 restricted stock units and 18,661 performance stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (9) As of December 31, 2025, Ms. Baty held 29,377 restricted stock units and 17,633 performance stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (10) As of December 31, 2025, Ms. Machaba held 8,870 restricted stock units and 8,736 performance stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (11) As of December 31, 2025, Mr. Garcia held 31,322 restricted stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2025. |
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, 2025, 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, 2025, 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 2025 total compensation was $85,852, as calculated pursuant to the Summary Compensation Table Rules. Mr. Cyr’s 2025 total compensation was $12,513,491 which was approximately 145.75 times that of the median of the annual total compensation of all our employees (1:145.75 ratio). Mr. Cyr received a retention stock grant that is not part of his on-going annual compensation package, his annual compensation without this retention award is $4,513,545 resulting in a ratio of 1:52.57 which will be closer to the projected future CEO pay ratio.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
2025 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE
2025 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.
Pay Versus Performance Table
Pay Versus Performance Table
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) | | 2025 | $12,513,498 | $5,498,850 | $2,763,398 | ($166,915) | $42.91 | $80.17 | $139.14 | $1,102.02 | | 2024 | $2,266,662 | $9,693,359 | $2,078,841 | $4,927,612 | $104.31 | $92.94 | $46.93 | $975.18 | | 2023 | $1,613,885 | $6,529,454 | $1,025,996 | $2,954,160 | $61.10 | $104.10 | ($33.61) | $766.90 | | 2022 | $914,920 | ($2,714,943) | $980,228 | ($398,985) | $37.16 | $81.03 | ($59.49) | $595.34 | | 2021 | $765,040 | ($7,070,793) | $522,686 | ($3,320,911) | $67.10 | $99.44 | ($29.70) | $425.49 |
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. |
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. 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. |
Pay Versus Performance Table
| Adjustments | 2025 | | SCT Total | $12,513,498 | | – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $11,599,846 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $4,585,198 | | Compensation Actually Paid | $5,498,850 |
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 included for each year are as follows: |
Pay Versus Performance Table
| a. | 2025: Mr. Morris, Mr. Cunfer, Ms. Machaba, Ms. Baty, and Mr. Garcia; |
Pay Versus Performance Table
| b. | 2024: Mr. Morris, Mr. Cunfer, Ms. Machaba, and Ms. Baty; |
Pay Versus Performance Table
| c. | 2023: Mr. Morris, Mr. Cunfer, Ms. Machaba, and Mr. Walsh; |
Pay Versus Performance Table
| d. | 2022: Mr. Morris, Mr. Cunfer, Ms. Machaba, Mr. Walsh, Mr. Kassar, and Ms. Pomerantz; |
Pay Versus Performance Table
| e. | 2021: Mr. Morris, Ms. Pomerantz, Mr. Weise, and Mr. Walsh. |
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. 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. |
Pay Versus Performance Table
| Adjustments | 2025 | | SCT Total | $2,763,398 | | – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $2,229,420 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $901,432 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($753,211) | | + 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 | ($183,298) | | – 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 | $665,816 | | Compensation Actually Paid | ($166,915) |
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., the Marzetti Company, 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. PetIQ, Inc. was delisted as of October 25th, 2024 and is excluded from 2025 peer group total shareholder return calculations. |
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. |
Pay Versus Performance Table
| (7) This column represents our “Company-Selected Measure.” |
Relationships Between Certain Data in the Pay Versus Performance Table
Relationships Between Certain Data in the Pay Versus Performance Table
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION 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, director compensation for 2025 remained unchanged from 2024. For 2025, 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 service in 2025. Each non-employee director received an annual grant of restricted stock valued at approximately $120,000. The following table shows compensation paid to each of our non-employee directors who served during 2025. Mr. Cyr, our Chief Executive Officer, also serves as a director of the Company, but did not receive any additional compensation for his service as a director. Please see the “2025 Summary Compensation Table” for the compensation received by Mr. Cyr as Chief Executive Officer of the Company.
DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | Shares(2) | TOTAL ($) | | Walter N. George III(3) | 140,000 | 119,973 | 1,432 | 259,973 | | David B. Biegger(4) | 92,500 | 119,973 | 1,432 | 212,473 | | Craig D. Steeneck(5) | 92,500 | 119,973 | 1,432 | 212,473 | | Leta D. Priest(6) | 88,606 | 119,973 | 1,432 | 208,579 | | Daryl G. Brewster(7) | 85,000 | 119,973 | 1,432 | 204,973 | | Jacki S. Kelley(8) | 77,500 | 119,973 | 1,432 | 197,473 | | Olu Beck(9) | 77,500 | 119,973 | 1,432 | 197,473 | | Timothy R. McLevish(10) | 77,500 | 119,973 | 1,432 | 197,473 | | David J. West(11) | 77,500 | 119,973 | 1,432 | 197,473 | | Joseph E. Scalzo(12) | 77,500 | 119,973 | 1,432 | 197,473 | | Lauri Kien Kotcher(13) | 77,500 | 119,973 | 1,432 | 197,473 |
DIRECTOR COMPENSATION
| (1) Represents the aggregate grant date fair value of shares of restricted Common Stock granted under our 2024 Equity Plan (as defined below) 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. |
DIRECTOR COMPENSATION
| (2) The stock awards reflected in the table comprise all outstanding equity awards held by our non-employee directors as of December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Walter N. George III served as Chair of the Board. |
DIRECTOR COMPENSATION
| (4) David B. Biegger served as the Chair of the Operations and FSQA Committee and was a member of the Audit Committee. |
DIRECTOR COMPENSATION
| (5) Craig D. Steeneck served as the Chair of the Audit Committee and was a member of the Operations and FSQA Committee. |
DIRECTOR COMPENSATION
| (6) Leta D. Priest served as the Chair of the Nominating and Governance Committee and was a member of the Compensation Committee until June 2025. |
DIRECTOR COMPENSATION
| (7) Daryl G. Brewster served as the Chair of the Compensation Committee. |
DIRECTOR COMPENSATION
| (8) Jacki S. Kelley served on the Nominating and Governance Committee until she became a member of the Compensation Committee in June 2025. |
DIRECTOR COMPENSATION
| (9) Olu Beck was a member of the Operations and FSQA Committee. |
DIRECTOR COMPENSATION
| (10) Timothy R. McLevish was a member of the Audit Committee. |
DIRECTOR COMPENSATION
| (11) David J. West was a member of the Compensation Committee. |
DIRECTOR COMPENSATION
| (12) Joseph E. Scalzo was a member of the Operations and FSQA Committee until June 2025 at which time he became a member of the Nominating and Governance Committee. |
DIRECTOR COMPENSATION
| (13) Lauri Kien Kotcher was a member of the Nominating and Governance Committee. |
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 15, 2026 by:
DIRECTOR COMPENSATION
| • | each person known by us to beneficially own 5% or more of our outstanding Common Stock (each, a “Principal Stockholder” below); |
DIRECTOR COMPENSATION
| • | each of our directors, director nominees and named executive officers; and |
DIRECTOR COMPENSATION
| • | all of our directors and executive officers as a group. |
DIRECTOR COMPENSATION
The numbers listed below are based on 49,142,509 shares of our Common Stock outstanding as of April 15, 2026. Unless otherwise indicated, the address of each individual listed in this table is c/o Freshpet, Inc., 1450 US-206, Bedminster, NJ 07921.
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: | | | | Wasatch Advisors LP(2) | 3,839,332 | 7.8% | | Blackrock, Inc.(3) | 5,644,972 | 11.4% | | Bank of Montreal Entities(4) | 2,555,965 | 5.2% | | NAMED EXECUTIVE OFFICERS AND DIRECTORS: | | | | Walter N. George III | 47,157 | * | | William B. Cyr(5) | 1,333,754 | 2.6% | | Olu Beck | 9,615 | * | | David B. Biegger | 5,899 | * | | Daryl G. Brewster | 57,745 | * | | Jacki S. Kelley | 11,907 | * | | Lauri Kien Kotcher | 3,478 | * | | Timothy R. McLevish | 35,290 | * | | Leta D. Priest | 12,167 | * | | Joseph E. Scalzo | 4,040 | * | | Craig D. Steeneck | 33,911 | * | | David J. West | 4,364 | * | | Scott Morris(6) | 357,751 | * | | Nicola Baty | 4,899 | * | | Thembeka Machaba | 102,665 | * | | Ivan Garcia | 18,933 | * | | Todd Cunfer | 13,708 | * | | EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (19 PERSONS) | 2,127,883 | 4.3% |
DIRECTOR COMPENSATION
| * Less than 1% |
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: |
DIRECTOR COMPENSATION
| • | voting power, which includes the power to vote, or to direct the voting of, such security; and/or |
DIRECTOR COMPENSATION
| • | investment power, which includes the power to dispose, or to direct the disposition of, such security. |
DIRECTOR COMPENSATION
Unless otherwise indicated, all amounts above are as of April 15, 2026, 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 15, 2026 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.
DIRECTOR COMPENSATION
| (2) Represents shares of common stock beneficially owned as of June 30, 2025, based on Amendment No. 1 to a Schedule 13G filed on August 14, 2025, by Wasatch Advisors LP (“Wasatch”), pursuant to which Wasatch reports sole voting power over 2,753,900 shares and sole dispositive power over 3,839,332 shares. In such filing, Wasatch lists its address as 505 Wakara Way, 3rd Floor, Salt Lake City, 84108. |
DIRECTOR COMPENSATION
| (3) Represents shares of common stock beneficially owned as of March 31, 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. |
DIRECTOR COMPENSATION
| (4) Represents shares of common stock beneficially owned as of December 31, 2025, based on a Schedule 13G filed on February 12, 2026, by Bank of Montreal (“Bank of Montreal”), BANK OF MONTREAL HOLDING INC. (“BMO Holding”), BMO NESBITT BURNS INC. WEALTH MANAGEMENT (“BMO Nesbitt Wealth”), BMO ASSET MANAGEMENT INC. (“BMO Asset”), BMO NESBITT BURNS INC. (“BMO Nesbitt Inc.”), BMO FINANCIAL CORP. (“BMO Financial”), BMO Delaware Trust Company (“BMO Delaware”), BMO CAPITAL MARKETS CORP. (“BMO Capital”), BMO BANK N.A. (“BMO Bank”), BMO FAMILY OFFICE, LLC (“BMO Family”), 1001271606 ONTARIO INC (“Ontario”), and Burgundy Asset Management, Inc. (“Burgundy”, and together with Bank of Montreal, BMO Holding, BMO Nesbitt Wealth, BMO Asset, BMO Nesbitt Inc., BMO Financial, BMO Delaware, BMO Capital, BMO Bank, BMO Family and Ontario, collectively, the “Bank of Montreal Entities”), pursuant to which the Bank of Montreal Entities collectively report sole voting power over 4,846,501 shares, sole dispositive power over 5,807,098 shares and shared voting and dispositive power over 217,035 shares, in the respective allocations as set forth in therein. The Bank of Montreal Entities list their address as 1 First Canadian Place, Toronto, Ontario, Canada M5X1A1. |
DIRECTOR COMPENSATION
| (5) Includes 49,368 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. |
DIRECTOR COMPENSATION
| (6) Includes 129,840 shares of common stock and 197,053 options to purchase common stock held by Mr. Morris directly, and 30,858 shares of common stock held by the Scott Morris 2020 Family Trust. |
DIRECTOR COMPENSATION
| (7) Amount reflects last reported ownership amount as of April 23, 2025, less 26,743 options forfeited in connection with Mr. Cunfer’s October 2025 resignation. |
DIRECTOR COMPENSATION
EQUITY COMPENSATION PLAN INFORMATION
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board has nominated each of 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 2027 Annual Meeting of stockholders and until their respective successors are duly elected and qualified. For more information on the Director Nominees, please see page 28 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 2027 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.