DEF 14A of Laird Superfood, Inc.
Filed May 22, 2026 · FY20250001437749-26-018290
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Directors and Director Nominees
Directors and Director Nominees The following table sets forth the name, age and position of each Director Nominee. All Director Nominees other than Messrs. Cohen, Hamilton, and Vieth, and Ms. Dean Obia are independent within the meaning of applicable NYSE American listing standards. The Board has determined that each of Greg Graves, Grant LaMontagne, Maile Naylor, and Kristin Patrick are independent.
Directors and Director Nominees
| Name | Age | Position | | Michael Cohen | 49 | Director | | Greg Graves | 65 | Director | | Laird Hamilton | 62 | Co-Founder, Chief Innovator and Director | | Grant J. LaMontagne | 70 | Independent Chairman of the Board | | Maile Naylor | 52 | Director | | Kayla Dean Obia | 31 | Director | | Kristin Patrick | 55 | Director | | Jason Vieth | 53 | President, Chief Executive Officer and Director |
Background and Experience
Background and Experience Biographical information for each Director Nominee, including age, term of office, and business experience (including directorships with publicly traded companies during the past five years) is set forth below. In addition, for each Director Nominee, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the Nominating and Corporate Governance Committee and our Board that each such person should serve as a director.
Background and Experience
| Michael Cohen Director (Nexus Designee) Director Since: 2026 Age: 49 | Experience and Expertise Mr. Cohen co-founded Nexus in 2013 and is a Managing Partner of the firm. Mr. Cohen also currently serves on the boards of directors of Acosta, Dollar Shave Club, MAV Beauty, Sugarbear and TOMS Shoes. Mr. Cohen previously served on the boards of directors of General Nutrition Centers, Smart & Final and Sprouts Farmers Market. Prior to co-founding Nexus, Mr. Cohen spent 13 years at Apollo Global Management in its Private Equity Group. He began his career in the Mergers and Acquisitions Group of Salomon Smith Barney. Mr. Cohen received his B.B.A. from Emory University. |
Background and Experience
| Greg Graves Independent Director Director Since: 2018 Age: 65 Other Public Boards: ● Axcelis Technologies ● SkyWater Technology | Experience and Expertise Mr. Graves has served as a member of our Board since 2018. He served as Chief Financial Officer of Entegris, Inc. from April 2007 to May 2023. Prior to joining Entegris, Mr. Graves held positions in investment banking and corporate development, including at Piper Jaffray, RBC (Dain Rauscher) and The Pillsbury Company. From May 2017 to June 2019, Mr. Graves served as a director and Chairman of the audit committee of Plug Power Inc. (NASDAQ: PLUG), an energy solutions provider. From March 2022 to May 2025, Mr. Graves served a director of SkyWater Technology (semiconductor specialty foundry) where he was Chairman of the Audit Committee. Mr. Graves holds a B.A. and master’s degree in accounting and taxation from the University of Alabama and an M.B.A. from the University of Virginia. |
Background and Experience
| Laird Hamilton Co-Founder & Chief Innovator Director Since: 2015 Age: 62 | Experience and Expertise Mr. Hamilton co-founded Laird Superfood and has served as a member of our Board since its founding in 2015. Mr. Hamilton is an American athlete best known for his accomplishments in big wave surfing. Over the past 25 years, Mr. Hamilton has also been hailed as an innovator in several crossover board sports, including tow-in surfing, stand-up paddle boarding and hydrofoil boarding. For the past decade Mr. Hamilton has been focused on bringing his expertise and passion for fitness and nutrition to the masses. He has accomplished this by creating and co-founding several businesses focused on this mission. Most notably, in June 2015, Mr. Hamilton co-founded Laird Superfood, Inc. to focus on introducing his nutritional ideas to the broader public. Mr. Hamilton also co-created XPT Extreme Performance Training, a performance lifestyle brand, the following year to focus on his philosophies in exercise and lifestyle. |
Background and Experience
| Grant J. LaMontagne Independent Chairman of the Board (Nexus Designee) Director Since: 2021 Age: 70 | Experience and Expertise: Mr. LaMontagne has served as a member of our Board since December 2021 and was appointed Chairman of the Board effective March 12, 2026, succeeding Geoffrey T. Barker. In connection with the closing of the Nexus Investment in March 2026, Mr. LaMontagne was designated by Nexus to continue serving on the Board as one of the Nexus Designees. Mr. LaMontagne has over 40 years of experience in the consumer-packaged goods (“CPG”) industry, leading large CPG customer organizations as SVP, Chief Customer Officer at Clorox Co. (NYSE: CLX) through 2013 and President, Consumer Sales/Customer Development, Kimberly-Clark North America through November 2017. He has a proven track record of building branded businesses and developing the people, capabilities and organizational structures necessary to achieve robust business results. Since January 2018, Mr. LaMontagne has served as a Senior Advisor for McKinsey & Company, focused specifically on creating single multifunctional strategic/demand plans driven by consumer segmentation, category growth ideas, and integrated commercial plans. He currently serves as the non-executive Board Chair for Acosta Sales & Marketing, one of the industry’s leading brand building agencies. Mr. LaMontagne holds a B.A. in Finance from the University of Massachusetts Amherst. |
Background and Experience
| Maile Naylor Independent Director Director Since: 2020 Age: 52 Other Public Boards: ● BJ’s Wholesale Club ● Leslie’s Pool Supplies | Experience and Expertise Maile Naylor has served on our Board since our IPO in September 2020. Ms. Naylor has been a member of the Board of Directors of BJ’s Wholesale Club (NYSE: BJ) since 2019. Ms. Naylor spent twenty-five years working in the investment management industry analyzing and evaluating global consumer discretionary companies. She previously worked as an Investment Officer at MFS Investment Management, a global asset management company, from September 2005 until her retirement from the investment management industry in April 2018. Prior to that, Ms. Naylor also held positions at Scudder Kemper Investments and Wellington Management, each investment management firms. She holds a bachelor’s degree in finance from Boston University and is a CFA charter holder. |
Background and Experience
| Kayla Dean Obia Director (Nexus Designee) Director Since: 2026 Age: 31 | Experience and Expertise Mrs. Dean Obia, 31, joined Nexus in 2020 and serves as a Principal of the firm. She leads the firm’s investing efforts across the Beauty, Personal Care and Wellness sectors and currently serves on the boards of directors of MAV Beauty and TOMS Shoes. Prior to joining Nexus, Mrs. Dean Obia served as an investment professional at Abry Partners from 2018 to 2020, where she focused on investments across the firm’s private equity and senior equity funds. She began her career in the Financial Sponsors Group of Credit Suisse. Mrs. Dean Obia received her B.S. from the Haas School of Business at the University of California, Berkeley. |
Background and Experience
| Kristin Patrick Director (Nexus Designee) Director Since: 2026 Age: 55 Other Public Boards: ● Super League Enterprises, Inc. ● Niagen Bioscience, Inc. | Experience and Expertise Ms. Patrick has served as President, CMO and Chief Digital Officer of LVMH, Marc Jacobs since May 2024. Ms. Patrick previously served as Executive Vice President, Chief Marketing Officer and Head of E-commerce of Claire’s from March 2021 to May 2024. Additionally, Ms. Patrick served as Global Chief Marketing Officer at PepsiCo, Inc. from June 2013 to January 2019. Prior to her time with PepsiCo, Inc., Ms. Patrick served as Chief Marketing Officer of Playboy Enterprises, Inc. and has also held various leadership positions with Walt Disney Company, Calvin Klein, Revlon, NBC Universal and Gap, Inc. Ms. Patrick also currently serves on the boards of directors of Super League Enterprises, Inc. (Nasdaq: SLE) and Niagen Bioscience, Inc. (Nasdaq: NAGE). Ms. Patrick is a Brandweek “Next Gen Marketer,” Reggie Award recipient, Forbes Top 50 Marketer and Adweek Marketing Vanguard. Ms. Patrick received her B.A. from Emerson College and her J.D. from Southwestern University. |
Background and Experience
| Jason Vieth President & Chief Executive Officer Director Since: 2022 Age: 53 | Experience and Expertise Jason Vieth joined the Company as its President and Chief Executive Officer and as a director on January 31, 2022. Mr. Vieth’s extensive experience in the food and beverage industry includes his most recent position as Executive Vice President of Sovos Brands from January 2021, where he managed the Breakfast and Snacks Group. Mr. Vieth’s prior experience includes nearly a decade spent at WhiteWave Foods (Danone) from January 2008 to April 2017, most recently as Senior Vice President and General Manager of the yogurt business. In addition, he has led food and beverage businesses such as poppi and Lifetime Fitness’ Life Café from April 2017 to April 2020. In addition, Mr. Vieth has nearly a decade of management consulting experience at The Boston Consulting Group (BCG) and Accenture. Mr. Vieth holds a B.S. in Finance from Miami University and an M.B.A. from the Kellogg School of Management at Northwestern University. |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program At the time of our initial public offering, we adopted a non-employee director compensation plan covering non-employee directors. Under the plan, each non-employee director covered by the plan will receive an annual cash retainer and an annual grant of stock options and/or RSUs for board service, and if such non-employee director serves as a committee chair or a lead independent director, an additional annual cash retainer for such committee chair or lead independent director service. The Board has currently fixed the cash retainer for board service for non-employee directors at $45,000 per year, and the additional cash retainer for service as chairman of the Board or as lead independent director at $25,000 per year. The cash retainer for service as a member on a committee is fixed at $4,000 per year for each of the Nominating and Corporate Governance Committee and Compensation Committee and $7,000 per year for the Audit Committee, with an extra $4,000 per year for the chairs of the Nominating and Corporate Governance Committee and Compensation Committee and $7,000 per year for the chair of the Audit Committee. Cash retainers are paid quarterly in arrears, and directors joining mid-year have their cash retainers prorated for actual service. Each non-employee director will receive an annual retainer equity award issued under the Incentive Plan with the value of $55,000 (calculated based on the closing price on the record date of the annual meeting) on the grant date, which vests after one year. Each non-employee director may choose to have their equity awarded as stock options, RSUs, or a 50/50 split. Non-employee directors joining mid-year will be provided a prorated annual award for the number of full months of expected service until the next annual shareholder meeting. Such grant will have the other terms provided for in the Incentive Plan and the award agreement providing for such grant. Directors who are also employees, such as Messrs. Vieth and Hamilton, did not and will not receive any compensation for their services as directors. No per-meeting fees are paid. We reimburse non-employee directors for reasonable expenses incurred in connection with attending Board and committee meetings. The table below sets forth information on the compensation of all of our non-employee directors for the year ended December 31, 2025. Messrs. Hamilton and Vieth, our Chief Innovator and Chief Executive Officer, respectively, are also members of the Board but did not receive any additional compensation for service as a director.
Director Compensation Table
Director Compensation Table Fiscal Year 2025
Director Compensation Table
| | Fees earned or paid in cash | Stock awards (1) | Total | | Name | $ | $ | $ | | Geoffrey T. Barker (2) | 77,000 | 54,998 | 131,998 | | Greg Graves | 68,000 | 54,998 | 122,998 | | Maile Naylor | 65,000 | 54,998 | 119,998 | | Patrick Gaston (2) | 55,000 | 54,998 | 109,998 | | Grant LaMontagne | 56,000 | 54,998 | 110,998 |
Director Compensation Table
| (1) The amounts in this column represent the grant date fair value of the awards as calculated under FASB ASC Topic 718. The assumptions made in valuing awards reported in these columns are discussed in Note 9 to our audited consolidated financial statements appearing elsewhere in this Form 10-K. | | (2) In connection with the closing of the Transactions, Messrs. Barker and Gaston resigned from the Board effective March 12, 2026. |
Changes Effective March 12, 2026
Changes Effective March 12, 2026 Effective March 12, 2026, the Board approved an updated non-employee director compensation policy. Pursuant to the updated non-employee director compensation policy, each non-employee director of the Company will be paid an annual cash retainer of $50,000. The chairperson of the Audit Committee, the Compensation Committee, and the Nominating Committee will each be paid an annual cash retainer of $10,000. Members of the Audit Committee, the Compensation Committee and the Nominating Committee will each be paid an annual cash retainer of $10,000, in addition to any cash retainer received for service as a committee chairperson. Each non-employee director is also eligible to receive an annual equity award under the Laird Superfood, Inc. 2020 Omnibus Incentive Plan with a value of $90,000, which will vest in full one year from the date of grant. Each non-employee director may choose to have their equity awarded as stock options, restricted stock units, or a 50/50 split. Mr. Graves, Mr. LaMontagne, Ms. Naylor, and Ms. Patrick will receive the Company’s standard compensation pursuant to the updated non-employee director compensation policy. Notwithstanding the foregoing, Messers. Cohen, Hamilton, and Vieth, and Ms. Dean Obia will not receive compensation in their capacities as directors of the Company.
Outstanding Equity Awards for Directors at Fiscal Year-End
Outstanding Equity Awards for Directors at Fiscal Year-End The following table provides information regarding equity awards held by our directors that were outstanding as of December 31, 2025:
Outstanding Equity Awards for Directors at Fiscal Year-End
| Name | Options Outstanding | RSUs Outstanding | | | # | # | | Geoffrey T. Barker (1) | — | 8,716 | | Greg Graves | 4,647 | 8,716 | | Maile Naylor | 4,000 | 8,716 | | Patrick Gaston (1) | — | 8,716 | | Grant LaMontagne | — | 8,716 |
Elements of Compensation
| • | incentive bonuses; and |
Incentive Bonuses
Incentive Bonuses Our NEOs participate in an incentive bonus program, with a target bonus percentage, adjusted by certain company performance targets which are approved annually by the compensation committee.
Equity-Based Incentive Compensation
Equity-Based Incentive Compensation We pay equity-based compensation to our NEOs to link the long-term results achieved for our stockholders and the rewards provided to NEOs, thereby ensuring that such NEOs have a continuing stake in our long-term success. For fiscal 2025, annual equity awards were delivered in a combination of stock options and RSUs. The stock options and RSUs provided to our NEOs vest ratably over a multi-year service period as specified in the applicable award agreements.
Peer Group
Peer Group The Compensation Committee approved a peer group of companies used for benchmarking compensation. Given the Company’s size, product offerings, and unique market position, there are no direct competitors in the compensation peer group. Criteria used to identify the peer group companies include, but are not limited to, size (companies with revenue that generally range from 0.2x to 5x our total annual revenue) and business focus (companies that are publicly traded and primarily in the foods, beverage, and consumer health industries). Following the Navitas and Terrasoul acquisitions completed in 2026, the Compensation Committee, with input from our compensation consultant, expects to review and refresh the peer group for fiscal 2026.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Stock Awards ($) (2) | All Other Compensation | Total ($) | | Jason Vieth, CEO | 2025 | 500,000 | 326,667 | — | — | 14,000 | 840,667 | | | 2024 | 462,500 | 310,333 | 88,765 | 2,185,260 | 10,350 | 3,057,208 | | Anya Hamill, CFO | 2025 | 311,459 | 204,167 | — | 51,030 | 14,000 | 580,656 | | | 2024 | 290,625 | 193,958 | 22,937 | — | 10,350 | 517,870 | | Laird Hamilton, Chief Innovator | 2025 | 176,042 | 87,500 | — | 29,768 | 10,542 | 303,852 | | | 2024 | 125,000 | 86,875 | 32,111 | 871,200 | 5,379 | 1,120,565 |
Summary Compensation Table
| (1) The amounts show in this column represent the aggregate grant-date fair value of stock options granted under our Incentive Plan to our NEOs, as computed in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating the fair value of the stock options are set forth in Note 10 to our audited consolidated financial statements appearing elsewhere in this Form 10-K. | | (2) This column reflects the aggregate grant date fair value of RSUs granted under our Incentive Plan to our NEOs, as computed in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating the fair value of the RSUs are set forth in Note 9 to our audited consolidated financial statements appearing elsewhere in this Form 10-K. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Unexercised options exercisable (#) | Unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Unvested units (#) | Market value of unvested units ($) (1) | | Jason Vieth | 70,312 | 4,688(2) | 7.64 | 1/31/2032 | — | — | | | 46,875 | 3,125(2) | 25.00 | 1/31/2032 | — | — | | | 70,312 | 4,688(3) | 7.21 | 2/3/2032 | — | — | | | 50,000 | 50,000(7) | 0.81 | 4/3/2033 | — | — | | | 38,700 | 154,800(8) | 0.73 | 2/23/2034 | — | — | | | — | — | — | | 7,813(2) | 17,345 | | | — | — | — | | 50,000(7) | 111,000 | | | — | — | — | | 397,320(8) | 882,050 | | Anya Hamill | 5,882 | —(4) | 3.17 | 5/5/2032 | — | — | | | 11,029 | 3,677(5) | 3.17 | 5/5/2032 | — | — | | | 37,500 | 12,500(6) | 1.53 | 11/4/2032 | — | — | | | 25,000 | 25,000(7) | 0.81 | 4/3/2033 | — | — | | | 10,000 | 40,000(8) | 0.73 | 2/23/2034 | — | — | | | — | — | — | | 1,972(5) | 4,378 | | | — | — | — | | 12,500(6) | 27,750 | | | — | — | — | | 25,000(7) | 55,500 | | | — | — | — | | 9,000(11) | 19,980 | | Laird Hamilton | 50,000 | —(9) | 2.00 | 2/24/2026 | — | — | | | 60,000 | —(10) | 9.00 | 2/22/2028 | — | — | | | 5,581 | —(11) | 43.53 | 2/1/2031 | — | — | | | 24,750 | 8,250(5) | 3.17 | 5/5/2032 | — | — | | | 25,000 | 25,000(7) | 0.81 | 4/3/2033 | — | — | | | 14,000 | 56,000(8) | 0.73 | 2/23/2034 | — | — | | | — | — | — | | 8,250(5) | 18,315 | | | — | — | — | | 25,000(7) | 55,500 | | | — | — | — | | 158,400(8) | 351,648 | | | — | — | — | | 5,250(11) | 11,655 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of unvested awards is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing sales price of our common stock on December 31, 2025, the last trading day of the year, which was $2.22. | | (2) These awards vest in four equal annual tranches ending January 31, 2026. | | (3) These awards vest in four equal annual tranches ending February 3, 2026. | | (4) These awards vested on May 5, 2023. | | (5) These awards vest in four equal annual tranches ending May 5, 2026. | | (6) These awards vest in four equal annual tranches ending November 4, 2026. | | (7) These awards vest in four equal annual tranches ending April 4, 2027. | | (8) These awards vest in five equal annual tranches ending February 23, 2029. | | (9) These awards vested on February 24, 2019. | | (10) These awards vested on February 22, 2020. | | (11) These awards vest in four equal annual tranches ending April 25, 2029. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding Principal Executive Officer (“PEO”) and other NEOs’ “compensation actually paid” (“CAP”) and certain Company performance measures for the fiscal years listed below. As a smaller reporting company, we are required to provide disclosure for only the three most recent fiscal years and are not required to present a peer group total stockholder return (“TSR”) comparator. The Compensation Committee did not consider the “compensation actually paid” calculations below when making its compensation decisions for any of the fiscal years presented.
PAY VERSUS PERFORMANCE
| Year (a) | SCT Total for PEO ($) (b) | CAP to PEO ($) (c) | Avg SCT Total for Non-PEO NEOs ($) (d) | Avg CAP to Non-PEO NEOs ($) (e) | Value of Initial Fixed $100 Investment Based on TSR ($) (f) | Net Income (Loss) ($) (h) | | 2025 | 840,667 | (3,587,895) | 442,254 | (1,245,182) | 264.29 | (3,252,211) | | 2024 | 3,057,208 | 9,411,619 | 819,218 | 3,268,729 | 952.38 | (1,820,161) | | 2023 | 699,561 | 796,415 | 353,484 | 300,368 | 108.33 | (10,163,117) |
PAY VERSUS PERFORMANCE
PEO refers to the Company’s principal executive officer (Mr. Vieth in all years presented). The Company's non-PEO NEOs for whom the average compensation is presented are: (i) for 2025 and 2024, Anya Hamill and Laird Superfood, (ii) for 2023, Anya Hamill, Laird Hamilton, Andy Judd (former Chief Commercial Officer), and Steve Richie (former General Counsel and Secretary). “Compensation actually paid” to the PEO and to the average of the non-PEO NEOs has been calculated in accordance with Item 402(v) of Regulation S-K and represents amounts that differ from the Summary Compensation Table totals. The adjustments necessary to reconcile SCT totals to CAP are set forth below.
Reconciliation of SCT Total to Compensation Actually Paid
Reconciliation of SCT Total to Compensation Actually Paid
Reconciliation of SCT Total to Compensation Actually Paid
| | 2025 ($) | | 2024 ($) | | 2023 ($) | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | SCT Total Compensation | 840,667 | 442,254 | 3,057,208 | 819,218 | 699,561 | 353,484 | | Less: Stock and Option Awards Reflected in SCT | — | (40,399) | (2,274,025) | (463,124) | (136,328) | (45,443) | | Plus: Year-End Fair Value of Equity Awards Granted in the Year Outstanding and Unvested at Year-End | — | 15,818 | 5,521,200 | 1,272,000 | 182,000 | 60,667 | | Plus/(Less): Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (5,483,099) | (1,937,141) | 2,935,707 | 1,560,871 | 18,922 | 4,702 | | Plus: Fair Value at Vesting of Equity Awards Granted in the Year that Vested in the Year | — | — | — | — | — | — | | Plus/(Less): Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 1,054,537 | 274,287 | 171,529 | 89,463 | 32,260 | 3,959 | | Less: Fair Value as of Prior Year-End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions during the Year | — | — | — | (9,698) | — | (77,000) | | Compensation Actually Paid | (3,587,895) | (1,245,182) | 9,411,619 | 3,268,729 | 796,415 | 300,368 |
Compensation actually paid vs. cumulative TSR
Compensation actually paid vs. cumulative TSR Cumulative TSR reflects the value at each fiscal year-end of $100 hypothetically invested in our common stock on December 31, 2022. The Company has not paid cash dividends during the periods presented.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers All members of our Board and all of our executive officers are eligible for awards under the Incentive Plan and, thus, have a personal interest in the approval of the Incentive Plan.