FRESHPET INC (FRPT)
Sector: Consumer Staples
2026 Annual Meeting Analysis
FRESHPET INC · Meeting: June 10, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Twelve (12) Directors to the Board of Directors
Ms. Beck has served since October 2019 (over 24 months), but Freshpet's 3-year stock return of +0.7% trails the PBJ Food & Beverage ETF Benchmark by only 9.1 percentage points, well below the 50-point gap required to trigger a negative vote for a low-positive TSR company; no overboarding, attendance, or qualification concerns were identified.
Mr. Biegger joined in May 2023 and has been on the board for approximately 36 months; the TSR underperformance gap of 9.1pp versus PBJ is well below the 50pp threshold needed to trigger a negative vote, and no other concerns were identified.
Mr. Brewster has served since January 2011 and the company's 3-year TSR gap versus the PBJ Food & Beverage ETF Benchmark of -9.1pp falls well short of the 50pp threshold required to trigger a negative vote for a low-positive TSR company; no overboarding, attendance, or qualification issues were identified.
Mr. Cyr has served as CEO and director since September 2016; as an executive director he is subject to the same TSR trigger, but the 3-year underperformance gap of 9.1pp versus the PBJ Food & Beverage ETF Benchmark is far below the 50pp threshold for a low-positive TSR company, so the trigger does not fire.
Mr. George has served as independent Board Chair since 2014; the 3-year TSR gap of -9.1pp versus the PBJ Food & Beverage ETF Benchmark is substantially below the 50pp trigger threshold, and no overboarding, attendance, or qualification concerns were identified.
Ms. Kelley has served since February 2019 and the 3-year TSR underperformance gap of 9.1pp versus the PBJ Food & Beverage ETF Benchmark is well below the 50pp trigger threshold; no overboarding, attendance, or qualification concerns were identified.
Ms. Kien Kotcher joined in April 2024, which is within 24 months of the filing date, making her fully exempt from the TSR trigger under the new-director exemption; her qualifications in consumer products and marketing are relevant to the company's business.
Mr. McLevish joined in August 2023, just over 24 months ago, and while the 24-month exemption has lapsed, the 3-year TSR gap of -9.1pp versus the PBJ Food & Beverage ETF Benchmark is far below the 50pp trigger threshold; his extensive CFO experience at five public companies is directly relevant.
Ms. Priest has served since September 2018 and the 3-year TSR underperformance gap of 9.1pp versus the PBJ Food & Beverage ETF Benchmark is well below the 50pp trigger threshold; her retail and consumer packaged goods background is highly relevant.
Mr. Scalzo joined in August 2023; the TSR underperformance gap of -9.1pp versus the PBJ Food & Beverage ETF Benchmark is well below the 50pp trigger threshold, and his current role as CEO of The Simply Good Foods Company raises a potential overboarding question as a sitting CEO with an outside board seat; however, the policy threshold is 2 or more outside public board seats for a sitting CEO — Mr. Scalzo appears to hold one outside seat (Freshpet) in addition to his CEO role, which does not trigger the overboarding rule.
Mr. Steeneck has served since November 2014 and chairs the Audit Committee; the 3-year TSR gap of -9.1pp versus the PBJ Food & Beverage ETF Benchmark is far below the 50pp trigger threshold, and he qualifies as an audit committee financial expert, satisfying SEC requirements.
Mr. West joined in July 2023; the 3-year TSR underperformance gap of -9.1pp versus the PBJ Food & Beverage ETF Benchmark is well below the 50pp trigger threshold, and his deep experience in pet food and consumer products is directly relevant to Freshpet's business.
All 12 director nominees receive a FOR vote. Freshpet's 3-year stock return of +0.7% trails the PBJ Food & Beverage ETF Benchmark by only 9.1 percentage points, well below the 50-point threshold required to trigger a negative vote for a company with a low-positive absolute 3-year return. No directors are overboarded under the policy, all directors met the 75% attendance threshold in 2025, and the board discloses a skills matrix demonstrating relevant qualifications across the slate. Two directors who joined in 2024 or later receive the benefit of the 24-month new-director exemption from the TSR trigger.
Say on Pay
✓ FORCEO
William B. Cyr
Total Comp
$12,513,498
Prior Support
97%%
The company received over 97% shareholder support on its Say-on-Pay vote in 2025, signaling strong shareholder approval of the compensation program. The CEO's total compensation of approximately $12.5 million reflects a large one-time retention stock award in January 2025 (valued at $8 million) that the company disclosed was needed because his previous multi-year stock award had fully vested with no new equity bridge in place — this is a known structural transition cost rather than routine pay inflation, and the company has since moved to an annual equity grant structure going forward. The pay program includes meaningful performance conditions: the new annual equity grants consist equally of performance stock units (which vest based on three-year revenue, profit margin, and relative stock return goals) and time-based restricted stock awards, and annual cash bonuses paid out at only 26% of target in 2025 reflecting genuine business underperformance, demonstrating that the incentive structure is working as intended to align pay with results.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
13 yrs
Audit Fees
$1,450,000
Non-Audit Fees
$2,500
KPMG has audited Freshpet since 2013 (approximately 13 years), well below the 25-year tenure threshold that would trigger a negative vote. Non-audit fees of $2,500 represent less than 0.2% of audit fees of $1,450,000, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Freshpet's size and complexity.
Overall Assessment
Freshpet's 2026 annual meeting presents a straightforward ballot with no significant governance concerns warranting a negative vote. All three proposals — director elections, KPMG ratification, and Say-on-Pay — receive FOR votes; the director slate is well-qualified and the TSR underperformance gap versus the PBJ Food & Beverage ETF Benchmark is too small to trigger any negative votes, KPMG's fees and tenure are within acceptable ranges, and the compensation program demonstrated genuine pay-for-performance alignment in 2025 with annual bonuses paid at only 26% of target.