Laird Superfood Inc

This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames its compensation program as designed to attract, retain, and motivate executives while aligning their interests with stockholders through a mix of base salary, annual incentive bonuses, and equity-based awards that vest over multi-year periods. The Company notes it is submitting this advisory vote because it is emerging from emerging-growth-company status and this is the first required say-on-pay submission; the Board intends to consider investor feedback from the advisory vote in future compensation decisions. Notably, a substantial portion of the NEOs’ compensation is equity-linked, and the pay-versus-performance disclosure shows CAP (compensation actually paid) is materially influenced by stock-price-linked awards, which creates strong alignment but also introduces volatility in reported executive pay. The Board recommends a FOR vote, arguing the program is reasonable for the Company’s size and stage and that it balances competitive pay with incentive and retention objectives. The vote is advisory and non-binding, but the Compensation Committee and Board commit to consider its outcome when setting future pay. Given recent strategic transactions (Navitas and Terrasoul acquisitions) and the Nexus investment, management emphasizes the need to retain and motivate talent during a growth and integration phase, which underpins their rationale for the recommended approval.

This management-sponsored advisory asks shareholders to indicate whether advisory votes on executive compensation should occur every one, two, or three years; the option receiving the most votes will be considered the stockholder recommendation. The Board recommends an annual (ONE YEAR) frequency, arguing that yearly votes provide more timely and regular feedback on compensation philosophy, policies, and any material changes to pay practices, and facilitate ongoing stockholder engagement. The proposal is non-binding, so the Board may consider the shareholder outcome but is not required to adopt it; nonetheless, management states it will carefully consider the result when setting future practice. The request should be viewed in context of the Company’s recent transition from emerging growth company status and recent strategic activity (acquisitions and a significant preferred-stock investment), events that could prompt more frequent disclosure changes and warrant annual feedback. Annual votes can increase engagement costs and proxy voting burdens for institutional investors, and some investors prefer multi-year votes to reduce administrative friction; these trade-offs are relevant for stewardship and governance teams evaluating the selection. Given the Company’s status as a controlled company (affiliates of Nexus hold majority economic/control rights on an as-converted basis), shareholder preferences on frequency may be informative but may have limited practical effect if the controlling holder and Board choose otherwise.

This management proposal seeks stockholder approval to amend the Company’s 2020 Omnibus Incentive Plan by increasing the total share reserve by 3,876,836 shares (to a total of 6,000,000), extending the plan termination date to May 22, 2036, and extending the evergreen annual replenishment through January 1, 2036. Management argues the increase is necessary to provide sufficient equity to attract, retain, and motivate employees, consultants and non-employee directors, particularly as the Company integrates recent acquisitions (Navitas and Terrasoul) and scales its operations. The amendment preserves customary plan features—stock options, SARs, RSUs, performance awards, dividend equivalents, and change-in-control provisions—while adding equity headroom and more runway for granting awards. From a governance perspective, the plan amendment will dilute existing holders when awards are granted; the filing discloses that directors and executive officers are eligible recipients, creating potential related-party interests, and notes the Compensation Committee administers awards. The Company states it intends to register the additional shares on Form S-8 if approved, facilitating grants to employees. Investors should weigh the dilution and potential magnitude of future grants (including the annual evergreen increases) against the operational need to retain talent during integration and growth; the Company reports limited remaining shares under the plan as of the record date. The Board recommends a FOR vote, asserting the amendment reflects industry practice and aligns with the Company’s strategic needs following its recent acquisitions and capital transactions. Given the controlling position of Nexus affiliates, the ultimate impact of incremental dilution and governance consequences should be evaluated in light of the controlling shareholder’s incentives and potential influence over future grant practices.

This is a standard catch-all management proposal that authorizes the named proxy holders to exercise their discretion to vote on any other matters that may properly come before the Annual Meeting that are not known to the Board at the time the proxy statement was printed. The Board indicates it does not know of any other matters to be presented, but the proxy gives authority to vote on unexpected or routine procedural items if they arise. For investors, such discretionary authority is typical and ordinarily covers ministerial or procedural items; material substantive actions would typically be described in advance and are not expected. The existence of this proposal does not impose any additional action unless other business is introduced, and the proxy holders state they will vote in accordance with their judgment and applicable law. Given the Company’s disclosure that no other matters are known, the practical likelihood of substantive additional items is low; however, shareholders should be aware that residual matters could be decided under proxy discretion if presented at the meeting.