Independent
Tenure on this board
6.7 yrs
12 nominees · 3 ballot items.
Elect twelve directors to the Board; ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
To elect twelve (12) directors to the Board of Directors, each to serve a one-year term until the 2027 annual meeting and until their successors are elected and qualified.
To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (commonly called 'Say-on-Pay').
This proposal asks shareholders to cast an advisory (non-binding) vote to approve the disclosed compensation of Freshpet’s named executive officers. Management seeks shareholder approval to validate its compensation philosophy and program, which in 2025 transitioned from legacy front‑loaded option awards to annual equity grants composed equally of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs), alongside annual cash incentives tied to Net Sales, Adjusted EBITDA and Responsible Business Goals. The Compensation Committee frames the change as intended to strengthen alignment with shareholders, improve retention, and better incentivize sustained performance across overlapping periods in a more volatile operating environment. Company context includes a challenging 2025 for the pet-food category, yet Freshpet delivered >$1 billion in net sales, positive free cash flow, margin expansion, and discretionary retention awards were used to address limited unvested equity for key executives. The board emphasizes governance safeguards—such as independent committee oversight, clawback provisions consistent with SEC rules, stock ownership guidelines, caps on incentive payouts, and use of peer benchmarking—to mitigate compensation-related risk. Because the vote is advisory, a favorable outcome does not change pay contractually but signals shareholder support; an unfavorable outcome would prompt the Board and Compensation Committee to review and consider changes. Management recommends a 'FOR' vote and intends to take shareholder feedback into account when setting future pay, citing prior strong say-on-pay support (over 97% in 2025) as evidence of alignment. The proposal raises considerations for investors about pay-for-performance given recent industry headwinds, the balance between retention and performance-based incentives, and the transparency of long‑term PSU goals (which are disclosed after performance periods for competitive reasons). In evaluating the proposal, sophisticated analysts should weigh the program’s multi-year performance metrics and relative TSR modifier, the company’s recent operational outcomes and capital allocation priorities, and governance features designed to reduce excessive risk-taking while preserving managerial continuity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 8.4% | 4,141,437 | $244M |
| 2 | BlackRock, Inc. | 8.4% | 4,132,584 | $244M |
| 3 | Capital World Investors | 6.1% | 2,985,886 | $176M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 2,831,605 | $167M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,193,040 | $129M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.0% | 1,983,688 | $117M |
| 7 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.7% | 1,813,185 | $107M |
| 8 | Ilex Capital Partners (UK) LLP | 3.2% | 1,586,297 | $94M |
| 9 | ALLIANCEBERNSTEIN L.P. | 3.2% | 1,549,898 | $94M |
| 10 | STATE STREET CORP | 3.2% | 1,549,107 | $91M |
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