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Preliminary Proxy Statement
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Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11
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Time and Date:
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Tuesday, July 25, 2023 at [•]
a./p.m Eastern Time
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Place:
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Via live webcast by visiting [•]
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Record Date:
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The close of business on June 12, 2023
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Items of
Business:
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As described in the accompanying proxy statement detailing the business to be
conducted at the Annual Meeting (the “Proxy Statement”), the holders of our common stock will be asked to vote upon the following items of business at the Annual Meeting:
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1.
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Election of three Class III directors to the board of directors (the “Board”);
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2.
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Ratification of the appointment of KPMG LLP as our independent registered public
accounting firm for 2023; and
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3.
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Non-binding advisory vote to approve the compensation of the Company’s named
executive officers (also known as “say-on-pay”)
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Stockholders will also act on such other matters as may properly come before the
Annual Meeting.
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Attendance and Participation at the Annual Meeting:
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Stockholders as of the Record Date will be able to attend the virtual Annual
Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. To participate in the Annual Meeting, you must pre-register at [•] by [•] p.m. Eastern Time on [•], 2023. More
information on attending the Annual Meeting can be found in the accompanying Proxy Statement.
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Voting:
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YOUR VOTE IS VERY IMPORTANT.
Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the enclosed WHITE proxy card so that your shares are
represented and your voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record
Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed WHITE proxy card, even if their shares were sold after such date. More
information on voting your WHITE proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the WHITE proxy card.
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OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE
ELECTION OF EACH OF OUR BOARD’S NOMINEES UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3 USING THE ENCLOSED WHITE PROXY CARD.
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We urge you to VOTE TODAY by:
INTERNET: [•]
MAIL: complete and return the enclosed WHITE proxy card in the postage-paid envelope
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TABLE OF CONTENTS
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Time and Date:
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Tuesday, July 25 2023 at [•]
a./p.m Eastern Time
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Place:
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Via live webcast by visiting [•]
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Record Date:
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The close of business on June 12, 2023
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Attendance and Participation at the Annual Meeting:
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Stockholders as of the Record Date will be able to attend the virtual Annual
Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. To participate in the Annual Meeting, you must pre-register at [•] by [•] p.m. Eastern Time on [•], 2023. More
information on attending the Annual Meeting can be found in this Proxy Statement.
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Voting:
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YOUR VOTE IS VERY IMPORTANT.
Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the enclosed WHITE proxy card so that your shares are
represented and your voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record
Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed WHITE proxy card, even if their shares were sold after such date.
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We urge you to VOTE TODAY by:
INTERNET: [•]
MAIL: complete and return the enclosed WHITE proxy card in the postage-paid envelope
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Proposal
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Board
Recommendation
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1
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Election of Directors
To elect
three Class III directors to the Board. Each of the director nominees is standing for election for a two-year term ending at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and until his or her successor has been
duly elected and qualified, or until such director’s earlier death, resignation or removal.
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FOR each of
the Company Nominees, Olu Beck, William B. Cyr and Leta D. Priest
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2
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Ratification of the Appointment of KPMG LLP as Our Independent
Registered Public Accounting Firm for 2023
To ratify
the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
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FOR
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3
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Non-Binding Advisory Vote to Approve Executive Compensation
To approve,
on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement. The Board will review the results and take them into consideration when making future decisions regarding executive
compensation.
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FOR
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COMMITTEES
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NAME
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AGE
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CLASS
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APPOINTED
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CURRENT
TERM
EXPIRES
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AUDIT
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NOMINATING,
GOVERNANCE &
SUSTAINABILITY
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COMPENSATION
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DIRECTOR NOMINEES
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William B. Cyr
Chief Executive Officer
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60
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III
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Sept 2016
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2023
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Olu Beck
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57
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III
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Oct 2019
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2023
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Leta D. Priest
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63
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III
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Sept 2018
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2023
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CONTINUING DIRECTORS
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David Biegger
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64
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I
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May 2023
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2024
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Daryl G. Brewster
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66
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I
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Jan 2011
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2024
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Jacki S. Kelley
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56
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I
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Feb 2019
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2024
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Lawrence S. Coben, Ph.D.
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65
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II
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Nov 2014
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2025
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Walter N. George, III
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66
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II
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Nov 2014
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2025
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Craig D. Steeneck
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65
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II
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Nov 2014
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2025
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DEPARTING DIRECTOR
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Charles A. Norris
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77
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III
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Oct 2006
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2023
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BOARD OF DIRECTORS SKILL MATRIX
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SKILL OR
EXPERIENCE
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Olu
Beck
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David
Biegger
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Daryl
Brewster
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Lawrence
Coben
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Billy
Cyr
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Walt
George
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Jacki
Kelley
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Leta
Priest
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Craig
Steeneck
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Executive
Leadership
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Consumer Packaged
Goods
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Business Growth
and Innovation
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Corporate Governance
and ESG
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Financial or
Accounting
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✔
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✔
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✔
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✔
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✔
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✔
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Retail Experience
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Human Capital
Management
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✔
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✔
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✔
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✔
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✔
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✔
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✔
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Marketing
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✔
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✔
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✔
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✔
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✔
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✔
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Manufacturing and
Supply Chain
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✔
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✔
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✔
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✔
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✔
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Public Company
Board
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✔
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✔
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✔
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✔
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Pet Food
Experience
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✔
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✔
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✔
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✔
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Diverse
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✔
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✔
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✔
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STOCKHOLDER RIGHTS
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INDEPENDENT, NON-EXECUTIVE CHAIR
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The positions of Chair of the Board and Chief Executive Officer are presently
separated. While our Bylaws and Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, we believe that separating these positions allows our Chief Executive Officer to focus on our
day-to-day business and our Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.
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BOARD AND COMMITTEE INDEPENDENCE
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During 2022, all of our directors (other than our Chief Executive Officer) were
independent, and each of our Board committees consisted entirely of independent directors.
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BOARD REFRESHMENT & COMMITMENT TO DIVERSITY
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In 2019, the Board appointed three new directors, all of whom are female. In
2023, we appointed David Biegger to our Board, and announced that our incumbent Board Chair, Charles Norris, would retire as of the Annual Meeting consistent with our director retirement policy, with Walter George, the incumbent Chair of
the Nominating, Governance & Sustainability Committee becoming Board Chair effective as of the Annual Meeting. We believe that fresh perspectives and diversity, in its many forms, and the breadth of perspective that it brings, enhance
the effectiveness of the Board.
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3 in 10 directors are diverse (includes gender and
ethnic diversity)
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SINGLE VOTING CLASS
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All holders of Freshpet’s common stock have the same voting rights (one vote per
share of stock).
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NO POISON PILL
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The Company has not adopted a stockholder rights plan, also known as a poison pill.
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STOCKHOLDER ENGAGEMENT
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SINCE OUR 2022 ANNUAL MEETING AND SO FAR IN 2023…
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Since last year’s annual meeting, we have met and engaged directly with
stockholders holding approximately 84% of our outstanding common stock, and additional outreach is underway.
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Members of our Board and management have also:
• Met with analysts who cover our Company and leading proxy advisors who serve
our investors
• Presented at six industry conferences • Held six non-deal road shows • Hosted numerous investors on tours of the Freshpet Kitchens, where investors
and analysts
heard presentations from our senior management about all aspects of our business
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•
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Internet: You may submit your proxy online
via the Internet by accessing the following website and following the instructions provided: www.proxyvoting.com/FRPT. You may navigate to the online voting site by entering your 8-digit control
number found on the enclosed WHITE proxy card. After receiving printed copies of the proxy materials, have your proxy card ready when you
access the site and follow the prompts to record your vote. This vote will be counted immediately and there is no need to mail in any proxy card you may have received.
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•
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Mail: If you received your Annual Meeting
material by mail, you also may choose to grant your proxy by completing, signing, dating and returning the enclosed WHITE proxy card.
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•
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Delivering written notice of revocation to the Corporate Secretary at 400 Plaza Drive, 1st Floor,
Secaucus, NJ 07094 that is received on or before [•] p.m. Eastern Time on [•], 2023;
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•
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Delivering a properly executed proxy card bearing a later date than the proxy that you wish to revoke;
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Submitting a later dated proxy over the Internet in accordance with the instructions on the proxy
card; or
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•
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Voting your shares electronically during the Annual Meeting.
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Proposal
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Voting Standard
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Board Recommendation
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Effect of
Abstentions and Withholds
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Effect of Broker
Non-Votes
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Proposal No. 1
Election of
Three Class III Directors to the Board
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Plurality of votes cast, meaning that the three nominees receiving the most votes
“FOR” their election will be elected to the Board.
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FOR each of
the COMPANY NOMINEES:
Olu Beck, William B. Cyr and
Leta D. Priest
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Withhold votes have no effect on the outcome of the election of directors.
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Broker discretionary voting is not permitted, and broker non-votes will have no
effect on the outcome of this proposal.
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Proposal No. 2
Ratification
of Appointment of KPMG as Our Independent Registered Public Accounting Firm for 2023
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Majority of shares present in person or by proxy and entitled to vote on the matter.
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FOR
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Abstentions have the same effect as a vote against the proposal.
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Broker discretionary voting is not permitted, and broker non-votes will have no
effect on the outcome of this proposal.
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Proposal No. 3
Non-Binding
Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)
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Majority of shares present in person or by proxy and entitled to vote on the matter.
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FOR
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Abstentions have the same effect as a vote against the proposal.
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Broker discretionary voting is not permitted, and broker non-votes will have no
effect on the outcome of this proposal.
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WHAT WE HEARD
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OUR RESPONSE
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GOVERNANCE
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Stockholders expressed support for the concept of a long-term governance
transformation plan as supported at our 2020 Annual Meeting.
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Our Board considered stockholder feedback and began implementation of the
“Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap” plan that the stockholders supported, including the Board-recommended proposals to declassify the Board and adopt the stockholder right to call special meetings,
and Board actions to adopt proxy access provisions, a majority voting standard, and a director resignation & retirement policy.
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Stockholders told us to prioritize governance practices that have economic
implications, and to better disclose our strategy oversight, targets and risks.
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The Board assessed Freshpet’s opportunities and risks in developing the roadmap
that ties a series of governance changes to the strategic milestones that would drive them, which is disclosed in the section of this Proxy Statement titled “Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap.”
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WHAT WE HEARD
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OUR RESPONSE
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ENVIRONMENTAL
SOCIAL &
GOVERNANCE
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Stockholders said they were satisfied with our progress on diversity within our
Board but would like us to provide greater metrics on the Company’s overall progress.
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The Company is providing more detailed metrics on the diversity within our
Company as part of this year’s Proxy Statement. Additionally, the Company has continued to add diversity to its senior management team with the addition of two ethnically diverse senior executives who report to the CEO.
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Stockholders encouraged us to enhance our ESG disclosure practices.
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In August 2021, the Company issued its first annual sustainability report to
better document the Company’s progress towards its goals with a focus on increased reporting of the key metrics where possible. Our third annual report will be issued in June 2023.
Our annual sustainability reports are available on our website: www.investors.freshpet.com.
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Stockholders told us to they would like the Board to set tangible goals for the
Company’s ESG program.
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Our sustainability report includes a goal of becoming carbon neutral by 2025
using a combination of emission reduction and offsets. It also includes key metrics on the Company’s environmental and social impact.
Our Compensation Committee has also adopted a retention goal as a focus area for
our ESG program and this will form part of the annual bonus calculation for the top executives to achieve.
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EXECUTIVE
COMPENSATION
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Stockholders supported our strategy of connecting our senior executives’
compensation to the Company’s long-term goals and asked for greater disclosure of the goals and performance underlying those grants.
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The Company has disclosed the results of its multi-year equity grants in this
year’s Proxy Statement and in 2021 issued new multi-year grants to the most senior officers that we believe are directly connected to–but exceed–the Company’s long-term goals. As part of the 2021 equity grant process, the Committee
committed to not grant equity awards to our NEO’s during 2022 and 2023.
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Stockholders wanted to see greater differentiation between the metrics used for
short-term incentives and those used for long-term incentives.
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The Board believes that the varying time periods, the type of compensation (cash
versus equity) and the impact of stock price performance on the outcomes of the metrics used to determine incentive pay provide meaningful distinction between short-term incentives and long-term incentives. However, the Company added an
ESG goal to the short-term incentives in 2022 to further increase the differentiation.
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Stockholders support the Company’s ESG program and would like to see performance
targets tied to achievement of the Company’s goals included in management compensation.
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The Company has added an ESG goal to the short-term incentive pay for key
executives in 2022.
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STOCKHOLDER RIGHTS
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INDEPENDENT, NON-EXECUTIVE CHAIR
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The positions of Chair of the Board and Chief Executive Officer are presently
separated. While our Bylaws and Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, we believe that separating these positions allows our Chief Executive Officer to focus on our
day-to-day business and our Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.
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BOARD AND COMMITTEE INDEPENDENCE
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During 2022, all of our directors (other than our Chief Executive Officer) were
independent, and each of our Board committees consisted entirely of independent directors.
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BOARD REFRESHMENT & COMMITMENT TO DIVERSITY
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In 2019, the Board appointed three new directors, all of whom are female. In
2023, we appointed David Biegger to our Board, and announced that our incumbent Board Chair, Charles Norris, would retire as of the Annual Meeting, with Walter George, the incumbent Chair of the Nominating, Governance & Sustainability
Committee becoming Board Chair effective as of the Annual Meeting. We believe that fresh perspectives and diversity, in its many forms, and the breadth of perspective that it brings, enhance the effectiveness of the Board.
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3 in 10 directors are diverse (includes gender and
ethnic diversity)
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SINGLE VOTING CLASS
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All holders of Freshpet’s common stock have the same voting rights (one vote per
share of stock).
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NO POISON PILL
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The Company has not adopted a stockholder rights plan, also known as a poison pill.
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2020 STOCKHOLDER AND BOARD ACTIONS
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ELIMINATED SUPERMAJORITY VOTING PROVISIONS FROM OUR
CERTIFICATE OF INCORPORATION
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At our 2020 Annual Meeting, our Board submitted a proposal to our stockholders to
eliminate all of the supermajority voting provisions from the Company’s Certificate of Incorporation, which our stockholders overwhelmingly approved.
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DIRECTOR RESIGNATION POLICY
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Our Board adopted a policy that any incumbent nominee for director who does not
receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. The Nominating, Governance and Sustainability Committee will make a recommendation on the offer and the Board will
decide whether to accept or reject the offer.
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2021 STOCKHOLDER AND BOARD ACTIONS
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MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS
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Before the Company’s 2021 annual meeting of stockholders (the “2021 Annual
Meeting”), our Board amended our Bylaws to implement a majority voting standard for director elections in uncontested elections and a plurality voting standard in contested elections. Our previous Bylaws provided for a plurality voting
standard in both uncontested and contested elections.
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DIRECTOR TENURE POLICY
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Before the Company’s 2021 Annual Meeting, our Board adopted a director retirement
policy that provides that non-employee directors will not be nominated for re-election to the Board after reaching age 75.
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DECLASSIFICATION OF THE BOARD OF DIRECTORS BY 2025
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In the Company’s 2021 proxy statement, our Board submitted a proposal to be voted
on by stockholders to fully declassify the Board by 2025, which our stockholders overwhelmingly approved. Our Certificate of Incorporation currently divides our Board into three classes, with one class being elected each year. Our Board
will be fully declassified by the 2025 Annual Meeting, with each director to be elected on an annual basis thereafter.
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2022 STOCKHOLDER AND BOARD ACTIONS
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PROXY ACCESS
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In June 2022, the Board amended the Company’s Bylaws to incorporate a provision
that permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock for three years, to nominate a certain percentage of the directors for the Company’s Board.
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STOCKHOLDER RIGHT TO REQUEST THE COMPANY CALL A SPECIAL MEETING
|
In the Company’s 2022 proxy statement, our Board submitted a proposal to be voted
on by stockholders to amend our Certificate of Incorporation to allow stockholders the ability to make a request to the Company to call special meetings, which our stockholders overwhelmingly approved.
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KEY PETS, PEOPLE AND PLANET ACCOMPLISHMENTS
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Pets: Nourishing happier and healthier lives
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• We strive to change the pet food category for the better by bringing fresh
healthy meals to pets. We have been steadfast in our nutritional ideology, so our foods are developed for healthy nutrition instead of what is easy to make. We start each recipe with fresh meats and veggies, minimally process them to
retain the nutrients, and keep them fresh with refrigeration instead of using preservatives. Our goal is to produce the ideal food for pets to help them lead long healthy lives with their pet parents.
• Our key goal is to support the human and animal bond because we believe pets
and pet parents live longer, healthier lives together. We want to nourish those pets with our food, bringing joy to both pets and pet parents.
• In pursuit of our mission, as of 2022, we have donated over 14.6 million meals
to shelter pets waiting for their forever home.
• We support programs at leading shelters and charities that impact the
communities we live in. Our key partners include Pennsylvania SPCA, St. Hubert’s Animal Welfare Center in Northern New Jersey, and 4 Paws for Ability, which provides dogs to assist children, adults, and veterans with a range of
disabilities.
• We have funded three research studies from the Freshpet Foundation focused on
how nutrition can help improve pet health and longevity.
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People: Living better together
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• We provide industry leading benefits for all eligible full-time employees,
including:
- Comprehensive healthcare
- 401(k) matching
- Annual stock grants
- Tuition reimbursement
- Maternity/Paternity leave
- Generous paid time off to allow for a life outside of work
• Our goal is to build a diverse and inclusive culture at Freshpet. We aim to do this through recruitment efforts that focus on attracting candidates from diverse communities as well as focusing on diversity of experience and skills. • We strive to be a place where people love to work, and we encourage everyone to grow, have fun and deliver on our vision. Our employee engagement score of 78% is reflective of our commitment to creating an engaged workforce. For more information on our commitment to our People, please see “—Commitment to Human Capital Management” on pg. [•] this Proxy Statement. |
Planet: Conserving resources while growing the triple bottom line
|
| |
• Working to minimize our environmental impact is not only the right thing to do,
it makes great business sense. Freshpet consumer research proves that appealing to the sustainable shopper will help us increase household penetration and meet our long-term growth goals. We believe that our efforts over the last year
will help keep Freshpet as a leader in sustainable pet food and help drive the business forward. Over the last five years, Freshpet has achieved growth from 4.5 million to 9.8 million Freshpet U.S. household penetration, representing an
increase of approximately 120%.
|
|
| |
RECYCLING AND LANDFILL-FREE
MANUFACTURING
|
Since 2016, Freshpet has committed to operating landfill-free manufacturing
facilities. We are proud to have been one of the first pet food manufacturers to make this commitment. Engagement across the entire organization was required to resolve our waste streams without using a landfill. The four strategies used
to achieve landfill free status were: reducing the amount of waste generated by the manufacturing process, reusing or recycling as much waste as possible, anaerobically digesting organic waste to help reduce un-captured methane versus
landfilling, and converting waste to energy for any waste stream that does not work with the previous strategies.
|
|
| |
ENERGY CONSERVATION AND
RENEWABLE ENERGY
|
KITCHENS
|
|||
| | ||
Freshpet Kitchens in Pennsylvania have been powered by renewable electricity
since 2014 by matching all purchased electricity with Green-e® certified renewable energy credits (“RECs”). In 2022, we matched 31,974 megawatt hours (“MWh”) of our Kitchen’s electricity consumption with RECs that help support the
development of renewable energy projects. Steam and heat required to cook our recipes is provided by an on-site natural gas-powered Combined Heat and Power Plant (“CHP”). Sophisticated engineering allows the CHP to generate steam from
heat energy that would otherwise be wasted providing higher efficiency than traditional grid-supplied electricity and steam generated from natural gas boilers.
|
|||
| | ||
Freshpet’s latest manufacturing facility in Ennis, TX has been designed from the
ground up to be our most efficient yet. It is being built with environmentally friendly construction techniques including low carbon footprint concrete, recycled steel, and on-site soil preparation. It will incorporate our latest
engineering, including on-site solar power with a battery storage system and a wastewater treatment facility. Low water use and pollinator- friendly landscaping are also part of the site plan.
|
|||
| | ||
CHILLERS
|
|||
| | ||
Freshpet’s state of the art chillers are good for business and the environment.
Our in-house chiller development team works continuously with suppliers to improve efficiency. The latest chillers by manufacturers True Manufacturing and Minus 40 use up to 91% less electricity than older models thanks to LED lighting,
eco-friendly refrigerants, and state of the art compressors. These chillers also help drive growth with more capacity, higher reliability, brighter lighting, and easy access doors.
|
|||
| | ||
Thanks to many chiller upgrades, Freshpet’s average chiller electric efficiency
improved 34.2% over the last two years. Over 73% of the active fleet now uses eco-friendly refrigerants such as R-290, which limits their impact on the ozone layer and global warming.
|
|||
| | ||
In an effort to minimize the impact of our Scope 3 emissions, the estimated
non-renewable electricity usage of all Freshpet chillers in North America is matched with Green-e certified Renewable Energy Credits (RECs). This program helps support the development of renewable energy projects that help avoid Carbon
Dioxide Equivalent emissions (“CO2e”).
|
|||
| |
New for 2022: Chiller efficiency and refrigerant type has been added to our
internal chiller tracking database allowing efficiency analytics to be done in real time. This information also helps us target regions or customers that could benefit most from efficiency upgrades. Our latest version of the TVM48 family
of models became even more efficient thanks to new door seals, high-efficiency variable speed evaporator fan motors, and the addition of a hot gas loop in the condensate pan.
|
|
| |
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. The Freshpet Kitchens 2.0 at our Freshpet Kitchens in Bethlehem, Pennsylvania, features water conservation
engineering including:
|
|||
| | ||
ON-SITE WASTEWATER TREATMENT FACILITY
|
|||
| | ||
Freshpet’s wastewater treatment facility became operational in September 2020.
This 6,600 square foot facility processes up to 200 gallons per minute removing residual traces of meat, vegetables, and fat from the Kitchens’ wastewater. In addition to easing our burden on municipal facilities, Freshpet’s investment in
treating our own wastewater was a sound financial decision. The system helps avoid significant wastewater treatment fees, helping the project pay for itself over time.
|
|||
| | ||
As a result of these efforts, Freshpet’s on-site wastewater treatment plant has
also been successful in reducing effluent pollution across several key metrics.
|
|||
| | ||
RAINWATER HARVESTING SYSTEM
|
|||
| | ||
The Freshpet Kitchens 2.0’s rainwater harvesting system became operational in
late 2020 and has a capacity of up to 427,500 gallons of rainwater. It 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.
|
|
| |
NATURE’S FRESH LEADS THE WAY IN PET FOOD SUSTAINABILITY AND IS FRESHPET’S FIRST
CARBON NEUTRAL PET FOOD BRAND
|
Nature’s Fresh is one of the Natural retail channel’s bestselling pet foods
thanks to its uncompromising quality, superior palatability, and Animal Welfare Certified recipes. For 2022, the brand was fine-tuned to be focused on sustainable sourcing from regenerative family farms in addition to using certified
humanely raised proteins in the recipes. These updates reflect elevated consumer awareness around sustainability and allow us to be dedicated more than ever to advancing our goals of nourishing Pets, People and Planet.
|
|||
| | ||
Since 2012, Freshpet has worked with the Global Animal Partnership to ensure that
Nature’s Fresh chicken and turkey is Animal Welfare Certified and raised cage-free without the use of antibiotics, added growth hormones, or animal by-products. In 2022, Freshpet purchased over 6.8 million pounds of poultry that was
Animal Welfare Certified, helping support progressive farmers and improving the living standards of the flocks they raise. This commitment helped prevent an estimated 2,764 pounds of antibiotics from entering the environment.
|
|||
| | ||
Nature’s Fresh is our first Scope 1, 2, and 3 carbon neutral brand. We achieved a
carbon neutral footprint through emissions reductions and using carbon offsets for the remaining emissions that cannot be eliminated at this time. Offset partners for Nature’s Fresh were chosen for their ability to do more than just help
us reduce our carbon footprint. These projects also support social welfare, bio-diversity and/or regenerative farming. Our commitment
|
to eliminating our carbon footprint means that we will continue to strive to
achieve carbon neutrality without offsets.
|
OUR GOAL
|
| |
PROGRESS
|
Expand our organizational focus and broaden
responsibility for sustainability initiatives
|
| |
We maintained our long-term partnership with 3Degrees, a leading climate
consultant. They helped us to calculate our 2020, 2021 and 2022 carbon footprint across Scope 1, 2 and 3 emissions and publicly report our CO2e emission and water usage data to the CDP.
2022 will be the second year we have publicly disclosed SASB- aligned
sustainability metrics in our annual sustainability report. This year’s report will also include our second public disclosure of our CO2e footprint across Scope 1, 2, and 3.
In 2021, we appointed a Sustainability Lead reporting to the Founder and
President to manage our sustainability efforts.
In 2022, we established the Sustainability Leadership Team, a cross-functional
group charged with identifying and implementing sustainability opportunities within the Company.
For 2023, we are introducing our first electronic supplier code of conduct that
will help us engage suppliers and their sustainability policies. Over time, we expect this database of practices to help us all reach our sustainability goals.
|
Install new infrastructure that can help ensure the
sustainability of the Company
|
| |
Freshpet’s latest manufacturing facility in Ennis, TX was
designed from the ground up to be our most efficient yet. It has been built with environmentally-friendly construction techniques including low carbon footprint concrete, recycled steel, and on-site soil preparation. It will incorporate
our latest engineering, including on-site solar power with a battery storage system and a wastewater treatment facility that purifies our wastewater so thoroughly that it can be re-used in the building’s cooling system. Low water use and
pollinator-friendly landscaping is also part of the site plan.
2021 was the first full year for the on-site wastewater
treatment and rainwater capture facilities in our Bethlehem, PA Kitchens, helping to conserve one of our most important natural resources.
Freshpet significantly expanded the Company’s in-house
R&D laboratories helping to support the creation of even more nutritious recipes and ensure future product quality and safety. A new pilot production line was installed that allows the testing of new recipes without having to
start/stop the main production lines. This reduces downtime and material waste.
We installed equipment to increase our use of ingredients
supplied in large “supersacks” instead of small individual cases. This helped significantly reduce the total amount of packaging used in some of our dry ingredients.
|
OUR GOAL
|
| |
PROGRESS
|
Strengthen our efforts to care for our Pets and People
stakeholders
|
| |
The Company took a significant step towards strengthening compensation for its
hourly production workers as part of a new labor strategy built upon the “Freshpet Academy.” This strategy re-focused the company on using increased compensation and a significant increase in training to create a more highly skilled
workforce with low turnover and high productivity.
The Company raised the starting wage and increased the training resources and
opportunities to enable our team members to achieve a further wage increase within their first 18 months upon the successful achievement of specific skill development milestones. Further, the Company instituted increased “ownership”
rewards and recognition for highly skilled workers who achieve advanced levels within the Freshpet Academy.
The results have been exceptional. The Freshpet Academy program has allowed us to
attract talent with the aptitude to succeed in a manufacturing environment, resulting in a significant decrease in turnover while increasing retention and productivity.
Freshpet published our first formal Human Rights Policy in 2022, formally
acknowledging many policies that were already in place.
We strengthened our partnerships with the Pennsylvania SPCA and 4 Paws for
Ability as we worked to help them achieve their vital missions.
In 2022, we donated over 2 million meals to animal shelters and animal rescue
organizations, bringing our Company’s total donations since our inception to over 14.6 million meals.
|
Continue to innovate to enhance the sustainability of our
products
|
| |
In July 2022, the Nature’s Fresh brand was fine-tuned to be focused on
sustainable sourcing from regenerative family farms in addition to introducing the use of certified humanely raised proteins. Recipes now include traceable and sustainable fish, organic turkey, and grass-fed beef. These changes reflect
elevated consumer awareness around sustainability and allow us to be dedicated more than ever to advancing our goals of nourishing Pets, People and Planet.
Based on strong consumer interest and feedback from our existing consumers, our
first meatless dog food, Spring and Sprout, saw increased distribution in 2022. This product is expected to bring in new consumers and offer a more sustainable environmental impact than a similar recipe made with meat.
|
OUR GOAL
|
| |
PROGRESS
|
Commit to achieving Company-wide carbon neutrality
|
| |
We partnered with 3Degrees to calculate Freshpet’s Scope 1, 2, and 3 CO2e
emissions. This extensive analysis used the latest science- based approach to estimate emissions of our Scope 3 value chain including ingredients, packaging, distribution, disposal, etc. These insights will help guide us toward emission
reduction at the source in the future.
We acknowledge the importance of mitigating the effects of climate change sooner
rather than later. Our engineering, operations, and purchasing teams are working to reduce our emissions, but we realize these efforts take time, and full Company-wide carbon neutrality across Scopes 1, 2, and 3 may take somewhat longer
than our prior goal of 2025. As an interim step, we committed to being carbon neutral Company-wide across Scopes 1 and 2 using renewable energy, investments in efficiency, and carbon credits starting calendar year 2021.
As our leading sustainability-focused brand, Nature’s Fresh has been carbon
neutral across Scopes 1, 2, and 3 since July 2020. 2022 saw the introduction of two new carbon credit partners that expand the impact of our programs by helping increase social equity, water quality, bio-diversity, and other important
sustainable development goals.
|
Expand our water conservation commitment
|
| |
In 2020, we backed our belief in water conservation with major infrastructure
investments via on-site wastewater treatment and rainwater capture facilities at our Kitchens in Bethlehem, PA. In 2021, we completed our first water footprint analysis and our first engagement with CDP, a recognized non-profit that works
with companies to disclose their environmental and water impacts.
The new Kitchens in Ennis, TX includes an on-site wastewater treatment facility
that purifies our wastewater so thoroughly that it can be re-used in the building’s cooling system, high pressure washdown systems that use up to 42% less water than previous systems, and eventually, low water usage landscaping.
|
Board Diversity Matrix (As of June 2, 2023)
|
||||||||||||
Board Size:
|
||||||||||||
Total Number of Directors
|
| |
10
|
|||||||||
Gender
|
| |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did not
Disclose Gender
|
Directors
|
| |
3
|
| |
7
|
| | | | ||
Number of Directors who identify in any of the categories below:
|
||||||||||||
African American or Black
|
| |
1
|
| | | | | | |||
Alaskan Native or Native American
|
| | | | | | | | ||||
Asian (other than South Asian)
|
| | | | | | | | ||||
South Asian
|
| | | | | | | | ||||
Hispanic or Latinx
|
| | | | | | | | ||||
Native Hawaiian or Pacific Islander
|
| | | | | | | | ||||
White
|
| |
2
|
| |
7
|
| | | | ||
Two or More Races or Ethnicities
|
| | | | | | | | ||||
LGBTQ+
|
| | | | | | | | ||||
Persons with Disabilities
|
| | | | | | | | ||||
Did Not Disclose Demographic Background
|
| | | | | | | |
• Industry-leading
compensation, including stock compensation for every employee (granted after 12 months of continuous employment for hourly
employees)
• Multi-year equity grants to “One-of-a-Kind
Talent” employees identified by the Board
• 401(k) matching for every employee
|
| |
• Industry-leading healthcare offered equitably for
every employee (including pet insurance)
• Competitive perquisites,
including pet insurance, free healthy snack room and catered lunches
(including ice cream Fridays)
• Paid parental leave
• Tuition reimbursement
|
| | | | | | | |
|
| |
COMMITTEES
|
||||||||||
NAME
|
| |
AGE
|
| |
CLASS
|
| |
APPOINTED
|
| |
CURRENT
TERM
EXPIRES
|
| |
AUDIT
|
| |
NOMINATING,
GOVERNANCE &
SUSTAINABILITY
|
| |
COMPENSATION
|
DIRECTOR NOMINEES
|
| | | | | | | | | | | | | | |||||||
William B. Cyr
Chief Executive Officer
|
| |
60
|
| |
III
|
| |
Sept 2016
|
| |
2023
|
| | | | | | |||
Olu Beck
|
| |
57
|
| |
III
|
| |
Oct 2019
|
| |
2023
|
| | | | | |
|
||
Leta D. Priest
|
| |
63
|
| |
III
|
| |
Sept 2018
|
| |
2023
|
| | | | | |
|
||
CONTINUING DIRECTORS
|
| | | | | | | | | | | | | | |||||||
David Biegger
|
| |
64
|
| |
I
|
| |
May 2023
|
| |
2024
|
| |
|
| | | | ||
Daryl G. Brewster
|
| |
66
|
| |
I
|
| |
Jan 2011
|
| |
2024
|
| | | | | |
|
||
Jacki S. Kelley
|
| |
56
|
| |
I
|
| |
Feb 2019
|
| |
2024
|
| | | |
|
| | ||
Lawrence S. Coben, Ph.D.
|
| |
65
|
| |
II
|
| |
Nov 2014
|
| |
2025
|
| | | |
|
| | ||
Walter N. George, III
|
| |
66
|
| |
II
|
| |
Nov 2014
|
| |
2025
|
| | | |
|
| | ||
Craig D. Steeneck
|
| |
65
|
| |
II
|
| |
Nov 2014
|
| |
2025
|
| |
|
| | | | ||
DEPARTING DIRECTOR
|
| | | | | | | | | | | | | | |||||||
Charles A. Norris
|
| |
77
|
| |
III
|
| |
Oct 2006
|
| |
2023
|
| | | | | |
BOARD OF DIRECTORS SKILL MATRIX
|
|||||||||||||||||||||||||||
SKILL OR
EXPERIENCE
|
| |
Olu
Beck
|
| |
David
Biegger
|
| |
Daryl
Brewster
|
| |
Lawrence
Coben
|
| |
Billy
Cyr
|
| |
Walt
George
|
| |
Jacki
Kelley
|
| |
Leta
Priest
|
| |
Craig
Steeneck
|
Executive Leadership
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Consumer Packaged Goods
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| | | |
✔
|
| |
✔
|
|
Business Growth and Innovation
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
Corporate Governance and ESG
|
| | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | |
✔
|
||
Financial or Accounting
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | | | | |
✔
|
|||
Retail Experience
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | |
✔
|
| |
✔
|
| | | |
✔
|
| |
✔
|
||
Human Capital Management
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | | ||
Marketing
|
| | | |
✔
|
| |
✔
|
| |
✔
|
| |
✔
|
| | | |
✔
|
| |
✔
|
| | |||
Manufacturing and Supply Chain
|
| | | |
✔
|
| |
✔
|
| | | |
✔
|
| |
✔
|
| | | | | |
✔
|
||||
Public Company Board
|
| |
✔
|
| |
|
| |
✔
|
| |
✔
|
| | | | | | | | | |
✔
|
||||
Pet Food Experience
|
| |
✔
|
| | | |
✔
|
| | | |
✔
|
| |
✔
|
| | | | | | |||||
Diverse
|
| |
✔
|
| | | | | | | | | | | |
✔
|
| |
✔
|
| |
DEFINITIONS
|
| | |
Business Growth and Innovation
|
| |
Experience in scaling and/or growing a business to provide for sustainable
long-term growth
|
Consumer Packaged Goods
|
| |
Experience working for companies that operate in the consumer packaged goods
industry
|
Corporate Governance and ESG
|
| |
Experience in managing or overseeing corporate governance, environmental, climate
or sustainability practices. Understanding of environmental policy, risk, regulations and compliance
|
Diverse
|
| |
Female and/or racially diverse
|
Executive Leadership
|
| |
CEO or executive management experience with an understanding of complex
organizations, strategic planning, risk management, human capital management and corporate governance
|
Financial or Accounting
|
| |
Experience in accounting or finance, including oversight of financial reporting
and internal controls of a company
|
Human Capital Management
|
| |
Experience in process of hiring, managing workforces, diversity and inclusion
efforts and optimizing productivity
|
Manufacturing and Supply
Chain
|
| |
Experience working within or overseeing manufacturing and supply chain divisions
|
Marketing
|
| |
Experience working within or overseeing the marketing function
|
Pet Food Experience
|
| |
Experience working for companies that operate in the pet food industry
|
Public Company Board
|
| |
Prior or concurrent service on other U.S. public company boards
|
Retail Experience
|
| |
Experience working for companies that operate in the retail sector
|
|
| |
Director and 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 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 the American Beverage Association from 2007 until 2016 and on the Executive Committee from 2012 to 2016. Mr. Cyr holds an A.B. from Princeton University. Mr. Cyr provides the Board with knowledge of the daily affairs of the Company,
expertise in the consumer products industry (including pet products and refrigerated foods), extensive experience in corporate leadership and high growth businesses, including mergers and acquisitions.
|
|
| |
Director
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. Ms. Beck also served as Chief Executive Officer
and a member of the board of directors of Wholesome Sweeteners, Inc., a maker of consumer-packaged natural and organic sweeteners and snacks, from 2016 to 2018. Prior to that, from 1996 to 2012, Ms. Beck held senior executive positions
at Mars, Incorporated, including as Chief Financial Officer of Ben's Original (formerly Uncle Ben's) and at Johnson and Johnson, Inc. playing key roles in major re-organizations, the growth of key brands and the integration of
acquisitions. Ms. Beck has served as a member of the Audit and Compensation Committees of our Board. She also serves on the board of directors and is an Audit Committee member of Hostess Brands, Inc., Denny's Corporation and Saputo Inc.
(TSX: SAP) and is Chair of the Audit Committee of Hostess Brands, Inc. Ms. Beck provides the Board with global experience, extensive general management experience in the consumer packaged goods industry, financial and accounting
expertise as well as leading practices in executive compensation and corporate governance.
|
|
| |
Director
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 following private company boards: Gehl Foods since November 2019 and Milo’s Tea Company since April 2018. Ms. Priest provides the Board with
corporate leadership, public company experience and extensive senior management experience in the retail and consumer packaged goods industries.
|
|
| |
Director
David Biegger has been a
member of our Board since May 2023. Mr. Biegger is 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
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 as head of the Global Supply Chain, providing leadership across the company’s complex Supply Chain and Operations functions between 2005 and 2015. He began his career and spent over 24 years at Procter & Gamble in
manufacturing and operations, where he established his extensive operations and supply chain experience. Mr. Biegger is also a member of the OWS Foods board of directors. He served five years as a member of the Ardent Mills board of
directors, including as Chair from 2018 to 2019, and also as a member of the Human Resources & Compensation Committee.
|
|
| |
Director
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 serves as an Operating Advisor to The Carlyle Group and previously served 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 several middle-market growth companies, and previously served on the board of E*Trade Financial Services, Inc. Mr. Brewster provides the Board
with experience in corporate leadership, public company operations, and an understanding of the pet and consumer packaged goods industries.
|
|
| |
Director
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 CEO/Americas at Dentsu, Inc., an international
advertising and public relations company, a role she has held since January 2020. Prior to her current role, Ms. Kelley spent five years at Bloomberg, a financial, software, data, and media company, 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 was also a Vice President, Worldwide Strategy & Solutions, at Yahoo! and worked with USA Today for 18 years, leaving the company as a Senior Vice President. Ms. Kelley
also serves on the board of directors of Comic Relief USA and is an Executive Board member of the Ad Council. Ms. Kelley provides the Board with corporate leadership and extensive senior management experience in media and marketing.
|
|
| |
Director
Lawrence S. Coben, Ph.D. has been a member of our Board since November 2014. Dr. Coben has served as Chair of the Board of NRG Energy, an integrated power and energy company, since February 2017 and has been a director of NRG since
December 2003. Dr. Coben was Chair and Chief Executive Officer of Tremisis Energy Corporation LLC from 2003 to December 2017. Dr. Coben was Chair and Chief Executive Officer of Tremisis Energy Acquisition Corporation II, a publicly held
company, from July 2007 through March 2009 and of Tremisis Energy Acquisition Corporation from February 2004 to May 2006. From January 2001 to January 2004, Dr. Coben was a Senior Principal of Sunrise Capital Partners L.P., a private
equity firm. From 1997 to January 2001, Dr. Coben was an independent consultant. From 1994 to 1996, Dr. Coben was Chief Executive Officer of Bolivian Power Company. Dr. Coben served on the advisory board of Morgan Stanley Infrastructure
II, L.P. from September 2014 through December 2016. Dr. Coben is also Executive Director of the Escala Initiative (formerly the Sustainable Preservation Initiative) and a Consulting Scholar at the University of Pennsylvania Museum of
Archaeology and Anthropology. Dr. Coben provides the Board with significant managerial, strategic, and financial expertise, particularly as it relates to company financings, transactions and development initiatives.
|
|
| |
Director
Walter N. George III has been a member of our Board since November 2014. 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 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 serves on the board of OWS Foods, Inc. Mr. George is non-executive chair of the board of Indigo Wild, LLC. Mr. George provides the Board with operations expertise, consumer products and pet food industry
expertise and public company experience.
|
|
| |
Director
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
& 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.
Mr. Steeneck has served as a board member and as a member of the Audit Committee of Hostess Brands, Inc. since November 2016, and as lead independent director from January 2019 to December 2019. Mr. Steeneck also previously served as
chair of the Hostess Brands, Inc. Audit Committee from November 2016 to June 2022. Mr. Steeneck
|
|
| |
has served as a board member of Utz Brands, Inc. (formerly Collier Creek
Holdings) since November 2018, where he is chair of the Audit Committee and member of the Compensation Committee. Mr. Steeneck served on the Board of Kind, Inc. from May 2019 to July 2020. Mr. Steeneck provides the Board with extensive
management experience in the consumer-packaged goods industry as well as accounting and financial expertise. Mr. Steeneck also has extensive M&A and capital markets experience.
|
|
| |
Outgoing Chair of the Board and Director
Charles A. Norris has been
a member of our Board and Chair of the Board since October 2006. Mr. Norris served as a member of the board of directors of Primo Water Corporation from 2016 to April 2020 and previously served as the chair of the board of Glacier Water
Services Inc. from 2001 to 2016. Mr. Norris was previously a member of the board of directors of Advanced Engineering Management and MP Holdco LLC, and was chair of the board of Day Runner from September 2001 to November 2003, when it
was sold. Mr. Norris is the retired President of McKesson Water Products Company, a bottled water company and division of McKesson Corporation, where he served as President from 1990 until he retired in October 2000. From 1981 through
1989, Mr. Norris served as President of Deer Park Spring Water Company, which was a division of Nestle USA, and then led an investor group that acquired the business in 1985 until it was sold to Clorox in 1987. Mr. Norris remained with
Clorox through 1989 following their acquisition of Deer Park. From 1973 to 1985, Mr. Norris served in various operational executive positions with Nestlé in both Switzerland and the United States. Mr. Norris has provided the Board with
extensive corporate leadership experience as well as a deep understanding of our business. In accordance with our director retirement policy, Mr. Norris is retiring from the Board effective as of the Annual Meeting.
|
1
|
the independence, judgment, strength of character, reputation in the business
community, ethics and integrity of the individual;
|
2
|
the business or other relevant experience, skills and knowledge that the
individual may have that will enable him or her to provide effective oversight of the Company’s business;
|
3
|
the fit of the individual’s skill set and personality with those of the other
Board members so as to build a Board that works together effectively and constructively; and
|
4
|
the individual’s ability to devote sufficient time to carry out his or her
responsibilities as a director in light of his or her occupation, any other employment and the number of boards of directors of other public companies on which he or she serves.
|
1
|
the candidate’s name, a detailed biography outlining the candidate’s relevant
background, professional and business experience and other significant accomplishments;
|
2
|
an acknowledgment from the candidate that he or she would be willing to serve on
the Board, if elected;
|
3
|
a statement by the stockholder outlining the reasons why this candidate’s skills,
experience and background would make a valuable contribution to the Board; and
|
4
|
a minimum of two references from individuals that have either worked with the
candidate, served on a board of directors or board of trustees with the candidate, or can otherwise provide relevant perspective on the candidate’s capabilities as a potential Board member.
|
NAME
|
| |
AGE
|
| |
POSITION(S)
|
William B. Cyr
|
| |
60
|
| |
Director and Chief Executive Officer
|
Scott Morris
|
| |
54
|
| |
President and Chief Operating Officer
|
Todd Cunfer
|
| |
58
|
| |
Chief Financial Officer
|
Stephen Macchiaverna
|
| |
65
|
| |
Executive Vice President, Secretary and Treasurer
|
Cathal Walsh
|
| |
51
|
| |
Senior Vice President, Managing Director of Europe
|
Thembeka Machaba
|
| |
45
|
| |
Senior Vice President, Human Resources
|
Ivan Garcia
|
| |
38
|
| |
Vice President, Controller
|
NAME
|
| |
PRINCIPAL POSITION
|
William B. Cyr
|
| |
Chief Executive Officer
|
Scott Morris
|
| |
President and Chief Operating Officer
|
Todd Cunfer
|
| |
Chief Financial Officer (Current; Joined December 1, 2022)
|
Thembeka Machaba
|
| |
Senior Vice President, Human Resources
|
Cathal Walsh
|
| |
Senior Vice President, Managing Director of Europe
|
Richard Kassar
|
| |
Interim Chief Financial Officer (September 8, 2022 – December 1, 2022)
|
Heather Pomerantz
|
| |
Chief Financial Officer (Departed September 7, 2022)
|
•
|
Jay Dahlgren former Vice President of
Operations at The J.M. Smucker Company joined as a consultant to Freshpet to support the ongoing focus on continuous improvement in the Operations and Supply Chain functions.
|
•
|
VP of Manufacturing, Ricardo Moreno was appointed to the position of SVP of Manufacturing & Engineering to further strengthen our focus and coordination across the various operational departments as the company continues to grow and expand.
|
•
|
Michael Hieger, SVP of Engineering,
broadened his responsibilities to include all matters relating to capital expansion and Engineering resources.
|
•
|
Freshpet further announced the addition of a Senior Vice President of Quality Assurance and
Technology role, reporting directly to the CEO. This role will be responsible for delivering improvements to our systems so that we can consistently deliver the high-quality standards of our products.
|
•
|
Finally, Freshpet also announced the appointment of Dirk Martin in November 2022, to the role of VP, Logistics & Customer Service, bringing with him over 20 years of experience in logistics and supply chain management including
15 years in food manufacturing.
|
•
|
to reward our NEOs for sustained financial and operating performance and strong leadership;
|
•
|
to align our NEOs’ interests with the interests of our stockholders; and
|
•
|
to encourage our successful NEOs to remain with us for the long term.
|
EVENT/TOPIC
|
| |
IMPACT/RESPONSE
|
2022 NEO Pay
|
| |
In 2022, we paid annual incentive awards to our NEOs totaling approximately
$586,468 in the aggregate. For more information, please see “—Executive Compensation Tables—Summary Compensation Table” on pg. [66] of this Proxy Statement.
|
Changes to Executive Compensation
|
| |
In 2022 the executive team adopted an ESG goal with specific focus on Employee
retention. The intent of the goal was to drive impactful initiatives that would stabilize the retention of our employee base and build bench strength in our most critical capability areas. The net result was a more stable manufacturing
organization, retention of key employees who are considered future leaders within the organization, and a highly engaged workforce, supported by a positive employee net promoter score. Details of the ESG goal are reflected in the tables
below.
|
Why you should support the Say-on-Pay Proposal
|
| |
We are committed to incentive programs that motivate and retain a high-quality
management team to focus on Freshpet’s strategy execution.
Freshpet’s strong pay-for-performance alignment as well as past Say-on-Pay
support from stockholders demonstrate the discipline of the Company’s executive compensation program that we believe is directly tied to stockholder value creation.
The Compensation Committee believes that its disciplined, long-term focused
approach to compensation design incentivizes management to achieve challenging objectives of Freshpet’s long-term strategy, which we believe directly correlates to the Company’s peer-leading stockholder value creation and rigorous
pay-for-performance alignment. For more information, please see “—Long-Term Equity Compensation” on pg. [62] of this Proxy Statement.
|
•
|
revenue between 0.4 and 2.5 times Freshpet’s revenue;
|
•
|
companies in the food, beverage, and pet products industries;
|
•
|
companies with similar location and geographical reach;
|
•
|
companies with similar span, scope, and vertical integration;
|
•
|
companies experiencing similar rates of growth;
|
•
|
companies with similar operating complexity; and
|
•
|
other publicly traded companies.
|
Beyond Meat, Inc.
Bridgford Foods Corporation
Farmer Bros. Co.
Hostess Brands, Inc.
Tattooed Chef, Inc
Central Garden & Pet Company
|
John B. Sanfilippo & Son, Inc.
Landec Corporation
Medifast, Inc.
Natural Alternatives International, Inc.
Nature’s Sunshine Products, Inc.
Yeti Holdings, Inc.
|
PetIQ Inc.
PetMed Express, Inc.
The Simply Good Foods Company
Tootsie Roll Industries, Inc.
Lancaster Colony Corporation
|
NAME
|
| |
ANNUAL
BASE SALARY RATE
|
William B. Cyr
|
| |
$620,000
|
Scott Morris
|
| |
$510,000
|
Todd Cunfer (Current CFO; Joined December 1, 2022)
|
| |
$500,000
|
Thembeka Machaba
|
| |
$340,000
|
Cathal Walsh
|
| |
$312,500
|
Heather Pomerantz (Former CFO; departed September 7, 2022)
|
| |
$440,000
|
Richard Kassar (Interim CFO; September 8, 2022 – November 30, 2022)
|
| |
$320,000
|
NAME
|
| |
2022 Annual
Bonus Target (%)
|
William B. Cyr
|
| |
95%
|
Scott Morris
|
| |
60%
|
Todd Cunfer (Current CFO; Joined December 1, 2022)
|
| |
60%
|
Thembeka Machaba
|
| |
40%
|
Cathal Walsh
|
| |
40%
|
Heather Pomerantz (Former CFO; departed September 7, 2022)
|
| |
50%
|
Richard Kassar (Interim CFO; September 8, 2022 – November 30, 2022)
|
| |
50%
|
| |
Weighting
|
| |
Target
(millions)
|
| |
Minimum
Threshold
|
| |
Result
(millions)
|
|
Net Sales
|
| |
45%
|
| |
$600
|
| |
$565
|
| |
$595.3
|
Adj. EBITDA before bonus accrual
|
| |
45%
|
| |
$66
|
| |
$59.6
|
| |
$50.2
|
1.
|
Employee satisfaction – measured by the Employee Net Promoter Score, with a target of 8.3.
|
2.
|
Manufacturing Labor Turnover – with a target of <35% for the year. The actual 2021 turnover was 45%.
|
3.
|
Most Critical Talent – measured by the percentage (target of 90%) of special equity award recipients who we have retained.
|
| |
WEIGHTING
|
| |
TARGET
|
| |
MINIMUM THRESHOLD
|
| |
RESULT
|
|
ESG:
|
| |
10%
(approx. 1/3 each)
|
| | | | | | |||
Employee Net Promoter Score
|
| |
8.3
|
| |
7.6
|
| |
8.0
|
|||
Manufacturing LTO
|
| |
≤35%
|
| |
≤45%
|
| |
25%
|
|||
Retention of Key Talent
|
| |
≥90%
|
| |
≥80%
|
| |
96%
|
NAME
|
| |
OPERATIONAL GOALS
|
| |
EXECUTIVE ESG GOAL
|
||||||
|
AMOUNT OF
AWARD
|
| |
% OF TARGET
AWARDED
|
| |
AMOUNT OF
AWARD
|
| |
% OF TARGET
AWARDED
|
||
William B. Cyr
|
| |
$233,244
|
| |
44%
|
| |
$49,476
|
| |
84%
|
Scott Morris
|
| |
$121,176
|
| |
44%
|
| |
$25,704
|
| |
84%
|
Todd Cunfer*
|
| |
$10,090
|
| |
44%
|
| |
$2,140
|
| |
84%
|
Thembeka Machaba
|
| |
$53,856
|
| |
44%
|
| |
$11,424
|
| |
84%
|
Cathal Walsh
|
| |
$49,500
|
| |
44%
|
| |
$10,500
|
| |
84%
|
Heather Pomerantz**
|
| |
$58,500
|
| |
44%
|
| |
$12,382
|
| |
84%
|
Richard Kassar***
|
| |
$15,998
|
| |
44%
|
| |
$3,360
|
| |
84%
|
*
|
Prorated for one month of employment in 2022
|
**
|
Prorated for eight months of employment in 2022
|
***
|
Prorated for three months of employment in 2022
|
•
|
health, dental, and vision insurance;
|
•
|
paid time off including vacation, personal holidays, and sick days;
|
•
|
life insurance and supplemental life insurance; and
|
•
|
short-term and long-term disability insurance.
|
THE COMPENSATION COMMITTEE OF FRESHPET, INC.,
|
||||||
Daryl G. Brewster
(Chair)
|
| |
Olu Beck
|
| |
Leta D. Priest
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Options
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
William B. Cyr(6)
Chief Executive Officer
|
| |
2022
|
| |
620,000
|
| |
—
|
| |
—
|
| |
282,720
|
| |
12,200
|
| |
914,920
|
|
2021
|
| |
600,000
|
| |
—
|
| |
—
|
| |
153,440
|
| |
11,600
|
| |
765,040
|
||
|
2020
|
| |
600,000
|
| |
—
|
| |
14,701,112
|
| |
545,940
|
| |
11,400
|
| |
15,858,452
|
||
Scott Morris
President and Chief Operating
Officer
|
| |
2022
|
| |
510,000
|
| |
—
|
| |
—
|
| |
146,880
|
| |
12,200
|
| |
669,080
|
|
2021
|
| |
490,000
|
| |
—
|
| |
—
|
| |
80,556
|
| |
11,600
|
| |
582,156
|
||
|
2020
|
| |
475,000
|
| |
—
|
| |
11,342,468
|
| |
288,135
|
| |
11,400
|
| |
12,117,003
|
||
Todd Cunfer(7)
Current Chief Financial Officer
|
| |
2022
|
| |
41,667
|
| |
1,500,000
|
| |
1,500,000
|
| |
12,230
|
| |
—
|
| |
3,053,897
|
Thembi Machaba
Senior Vice President, Human
Resources
|
| |
2022
|
| |
340,000
|
| |
—
|
| |
—
|
| |
65,280
|
| |
2,448
|
| |
407,728
|
Cathal Walsh
Managing Director Europe
|
| |
2022
|
| |
348,379
|
| |
156,235
|
| |
—
|
| |
60,000
|
| |
—
|
| |
564,614
|
|
2021
|
| |
429,231
|
| |
149,977
|
| |
—
|
| |
35,275
|
| |
—
|
| |
614,483
|
||
|
2020
|
| |
285,000
|
| |
—
|
| |
3,204,674
|
| |
103,767
|
| |
—
|
| |
3,593,441
|
||
Heather Pomerantz(8)
Former Chief Financial Officer
|
| |
2022
|
| |
294,800
|
| |
—
|
| |
—
|
| | | |
639,891
|
| |
934,691
|
|
|
2021
|
| |
425,000
|
| |
—
|
| |
—
|
| |
58,225
|
| |
10,921
|
| |
494,146
|
||
|
2020
|
| |
400,000
|
| |
—
|
| |
7,972,163
|
| |
196,106
|
| |
9,846
|
| |
8,578,115
|
||
Richard Kassar(9)
Interim Chief Financial
Officer/Vice Chairman
|
| |
2022
|
| |
80,000
|
| |
—
|
| |
—
|
| |
19,358
|
| |
152,000
|
| |
251,358
|
|
2021
|
| |
80,000
|
| |
—
|
| |
—
|
| |
10,960
|
| |
94,160
|
| |
185,120
|
||
|
2020
|
| |
282,000
|
| |
—
|
| |
166,656
|
| |
80,880
|
| |
11,400
|
| |
540,936
|
(1)
|
Amounts reflect base salary earned during the year, including any amounts voluntarily deferred under our qualified 401(k) plan.
|
(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 9 to our consolidated financial statements included in our annual report.
|
(3)
|
Amounts reflect the aggregate grant date fair value of options granted in the year computed in accordance with FASB ASC Topic 718
and are based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our annual report.
|
(4)
|
Amounts reflect cash awards earned by our NEOs under the Company’s annual incentive plan and with respect to ESG goals established
for executives. Please see “Annual Incentive Awards” and “Executive ESG Goals” in the CD&A above for further information about our annual incentive plan.
|
(5)
|
Amounts reflect matching Company contributions under our 401(k) plan. In addition, includes for Ms. Pomerantz in 2022 amounts
received in connection with her separation from the Company.
|
(6)
|
Mr. Cyr also serves as a member of the Board but does not receive any additional compensation for his service as a director.
|
(7)
|
Mr. Cunfer began serving as the Company’s Chief Financial Officer in December 2022.
|
(8)
|
Ms. Pomerantz began serving as the Company’s Chief Financial Officer in October 2020, at which time she became an NEO.
Ms. Pomerantz departed from the Company on September 7, 2022. Ms. Pomerantz’s total compensation for 2022 includes $628,099 paid in connection with her separation from the Company.
|
(9)
|
Mr. Kassar began serving as the Company’s Interim Chief Financial Officer in September 2022 and served through November 2022.
Mr. Kassar’s total compensation for 2022 reflects three months of employment for the year, with the remainder earned as consulting fees in his role as Vice Chairman. Mr. Kassar’s total compensation for 2021 reflects six months of
employment for the year, with the remainder earned as consulting fees in his role as Vice Chairman.
|
Name
|
| |
Award Type
|
| |
Grant
Date
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
| |
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
| |
Grant
Date
Fair Value
of Stock
and
Option
Awards
($)
|
||||||
|
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |||||||||||||||||||
William B. Cyr
|
| |
Annual Incentive
|
| |
—
|
| |
235,600
|
| |
589,000
|
| |
1,472,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Scott Morris
|
| |
Annual Incentive
|
| |
—
|
| |
122,400
|
| |
306,000
|
| |
765,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Todd Cunfer
|
| |
Annual Incentive
|
| |
—
|
| |
10,192
|
| |
25,479(1)
|
| |
63,698
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Inducement Grant (Options)
|
| |
12/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,120
|
| |
67.02
|
| |
1,500,000
|
||
|
Inducement Grant (RSUs)
|
| |
12/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
22,381
|
| |
—
|
| |
—
|
| |
1,500,000
|
||
Thembeka Machaba
|
| |
Annual Incentive
|
| |
—
|
| |
54,400
|
| |
136,000
|
| |
340,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Cathal Walsh
|
| |
Annual Incentive
|
| |
—
|
| |
50,000
|
| |
125,000
|
| |
312,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
RSU Grant under 2014 Plan
|
| |
3/14/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
1,852(4)
|
| |
—
|
| |
—
|
| |
156,235(5)
|
||
Heather Pomerantz
|
| |
Annual Incentive
|
| |
—
|
| |
59,068
|
| |
147,671(2)
|
| |
369,178
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Richard Kassar (Interim CFO)
|
| |
Annual Incentive
|
| |
—
|
| |
16,131
|
| |
40,329(3)
|
| |
100,822
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Richard Kassar (Vice Chairman)
|
| |
Annual Incentive
|
| |
—
|
| |
24,000
|
| |
60,000(3)
|
| |
150,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Mr. Cunfer’s target bonus opportunity was prorated at 8% for 2022, based upon the number of full months during the year which he
was employed with the Company.
|
(2)
|
Ms. Pomerantz’s target bonus opportunity was prorated at 67% for 2022, based upon the number of full months during the year which
she was employed with the Company.
|
(3)
|
Mr. Kassar’s target bonus opportunity for his work as Interim Chief Financial Officer was prorated at 25% for 2022, based upon the
time in which he served in that role. Mr. Kassar also received a bonus as Vice Chair, which was $60,000 for the remaining 75% of the year.
|
(4)
|
Scheduled to vest in three equal annual installments beginning March 14, 2023.
|
(5)
|
Amount reflects the aggregate grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718 and
is based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our annual report.
|
| | | |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
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
|
| |
27,344
|
| |
41,016(1)
|
| |
205,079(2)
|
| |
142.79
|
| |
12/24/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Scott Morris
|
| |
9/27/2016
|
| |
123,000
|
| |
—
|
| |
—
|
| |
8.90
|
| |
9/27/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
4/3/2017
|
| |
81,949
|
| |
—
|
| |
—
|
| |
11.00
|
| |
4/3/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/1/2020
|
| |
7,808
|
| |
2,603(3)
|
| |
2,604(4)
|
| |
63.87
|
| |
4/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
12/24/2020
|
| |
20,508
|
| |
30,762(1)
|
| |
153,809(2)
|
| |
142.79
|
| |
12/24/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Todd Cunfer
|
| |
12/1/2022
|
| |
—
|
| |
40,120(5)
|
| |
—
|
| |
67.02
|
| |
12/1/2032
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
12/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,381(5)
|
| |
1,181,045(6)
|
| |
—
|
| |
—
|
||
Thembeka Machaba
|
| |
8/1/2020
|
| |
3,333
|
| |
1,667(5)
|
| |
—
|
| |
96.05
|
| |
8/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
12/24/2020
|
| |
10,936
|
| |
16,408
|
| |
82,031(2)
|
| |
142.79
|
| |
12/24/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Cathal Walsh
|
| |
5/10/2016
|
| |
20,463
|
| |
—
|
| |
—
|
| |
9.05
|
| |
5/10/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
4/3/2017
|
| |
15,449
|
| |
—
|
| |
—
|
| |
11.00
|
| |
4/3/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
3/30/2018
|
| |
16,092
|
| |
—
|
| |
—
|
| |
16.45
|
| |
3/30/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/1/2019
|
| |
6,820
|
| |
—
|
| |
—
|
| |
42.29
|
| |
4/1/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/1/2020
|
| |
3,287
|
| |
1,645(3)
|
| |
—
|
| |
63.87
|
| |
4/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
10/1/2020
|
| |
23,330
|
| |
11,670(7)
|
| |
—
|
| |
111.65
|
| |
10/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
10/1/2020
|
| |
—
|
| |
—
|
| |
20,000(8)
|
| |
111.65
|
| |
10/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
3/12/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
638(9)
|
| |
33,667(6)
|
| |
—
|
| |
—
|
||
|
3/14/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,852(9)
|
| |
97,730(6)
|
| |
—
|
| |
—
|
||
Richard Kassar
|
| |
9/27/2016
|
| |
79,800
|
| |
—
|
| |
—
|
| |
8.90
|
| |
9/27/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
4/3/2017
|
| |
18,940
|
| |
—
|
| |
—
|
| |
11.00
|
| |
4/3/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
3/30/2018
|
| |
9,723
|
| |
—
|
| |
4,471(4)
|
| |
16.45
|
| |
3/30/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/1/2019
|
| |
11,447
|
| |
—
|
| |
—
|
| |
42.29
|
| |
4/1/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/1/2020
|
| |
5,478
|
| |
1,371(3)
|
| |
1,371(4)
|
| |
63.87
|
| |
2/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
3/12/2021
|
| |
552
|
| |
1,105(3)
|
| |
1,658(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
3/14/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,481(5)
|
| |
78,152(6)
|
| |
—
|
| |
—
|
||
Heather Pomerantz
|
| |
1/12/2020
|
| |
10,000
|
| |
5,000(3)
|
| |
—
|
| |
60.70
|
| |
1/12/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
4/1/2020
|
| |
4,930
|
| |
1,645(3)
|
| |
3,289(4)
|
| |
63.87
|
| |
4/1/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
12/24/2020
|
| |
13,672
|
| |
20,508(1)
|
| |
102,539(2)
|
| |
142.79
|
| |
12/24/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Scheduled to vest annually in approximately equal installments on the first four anniversaries of the grant date, subject to
continued employment, with accelerated pro rata vesting based on the number of days worked following the grant date upon a termination of employment by the Company without cause or upon a resignation by the executive for good reason (as
defined in the grant agreement) within two years after a change in control of the Company.
|
(2)
|
Eligible to vest based upon the achievement of performance goals upon the conclusion of a four-year performance period, subject to
continued employment, with (a) the opportunity to vest in a pro rata portion based on the number of days employed during the performance period upon a termination by the Company other than for cause, based on actual Company performance
through the end of the performance period, and (b) the opportunity to vest in part or in full upon a termination of employment by the Company without
|
(3)
|
Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, subject to
continued employment, with accelerated vesting in full upon termination of employment by the Company without cause or upon a resignation by the executive for good reason (as defined in the grant agreement) within two years after a change
in control of the Company.
|
(4)
|
Eligible to vest in equal annual installments based upon the achievement of performance goals that the Compensation Committee
considers moderate to difficult to achieve, subject to continued employment through each vesting date.
|
(5)
|
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.
|
(6)
|
Amount reflects the value as of December 31, 2022 based on the Company’s closing stock price of $52.77 as of December 30, 2022, the
last trading day during 2022.
|
(7)
|
Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, with accelerated
vesting if, in connection with a change of Control of the Company, the options are not assumed, repurchased by the Company, or terminated.
|
(8)
|
Eligible to vest based upon the achievement of a net sales goal for 2023 that the Compensation Committee considers moderate to
difficult to achieve, with the opportunity to (i) upon a termination of employment by the Company without cause or upon a resignation by the executive for good reason (as defined in the grant agreement), vest on a pro-rated basis based on
the number of days employed during the performance period, based on actual Company performance through the end of the performance period and (ii) vest in full upon a change in control of the Company if, in connection with a change of
Control of the Company, the options are not assumed, repurchased by the Company, or terminated.
|
(9)
|
Scheduled to vest in three equal annual installments on the first three anniversaries of the grant date, with accelerated vesting
in full upon termination due to death or Disability, Involuntary Termination Without Cause or Voluntary Resignation with Good Reason (as each is defined in the award agreement).
|
NAME
|
| |
NUMBER OF SHARES
ACQUIRED ON VESTING (#)
|
| |
VALUE REALIZED
ON VESTING ($)(1)
|
William B. Cyr
|
| |
—
|
| |
—
|
Scott Morris
|
| |
—
|
| |
—
|
Todd Cunfer
|
| |
—
|
| |
—
|
Thembi Machaba
|
| |
—
|
| |
—
|
Cathal Walsh
|
| |
318
|
| |
29,170
|
Richard Kassar
|
| |
—
|
| |
—
|
Heather Pomerantz
|
| |
—
|
| |
—
|
(1)
|
Amounts reflect the market value of the underlying shares on the vesting date based on $91.73, the closing price of the common
stock on March 11, 2022, the last trading date prior to the vesting date.
|
NAME
|
| |
CASH
($)
|
| |
COBRA
($)
|
| |
EQUITY
($)(15)
|
| |
TOTAL
($)
|
William B. Cyr
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
46,363(1)
|
| |
—(5)
|
| |
46,363
|
Involuntary termination(13)
|
| |
2,720,250(2)
|
| |
46,363(1)
|
| |
—(5)
|
| |
2,766,613
|
Change in control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination after change in control
|
| |
2,720,250(2)
|
| |
46,363(1)
|
| |
—(6)
|
| |
2,766,613
|
Scott Morris
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
30,908(3)
|
| |
—(7)
|
| |
30,908
|
Involuntary termination(14)
|
| |
656,880(4)
|
| |
30,908(3)
|
| |
—(7)
|
| |
687,788
|
Change in control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination after change in control
|
| |
656,880(4)
|
| |
30,908(3)
|
| |
—(8)
|
| |
687,788
|
Heather Pomerantz
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination(13)
|
| |
392,421(11)
|
| |
—
|
| |
—(9)
|
| |
392,421
|
Change in control
|
| |
—
|
| |
—
|
| |
—(9)
|
| |
—
|
Involuntary termination after change in control
|
| |
—
|
| |
—
|
| |
—(10)
|
| |
—
|
Todd Cunfer
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
30,908(3)
|
| |
—
|
| |
30,908
|
Involuntary termination(13)
|
| |
512,230(4)
|
| |
30,908(3)
|
| |
580,839(12)
|
| |
1,123,977
|
Change in control
|
| |
—
|
| |
—
|
| |
580,839(12)
|
| |
580,839
|
Involuntary termination after change in control
|
| |
512,230(4)
|
| |
30,908(3)
|
| |
580,839(12)
|
| |
1,123,977
|
Cathal Walsh
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination(13)
|
| |
348,513(4)
|
| |
—
|
| |
82,004(14)
|
| |
430,518
|
Change in control
|
| |
—
|
| |
—
|
| |
82,004(14)
|
| |
82,004
|
Involuntary termination after change in control
|
| |
348,513(4)
|
| |
—
|
| |
82,004(14)
|
| |
430,518
|
NAME
|
| |
CASH
($)
|
| |
COBRA
($)
|
| |
EQUITY
($)(15)
|
| |
TOTAL
($)
|
Richard Kassar
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination(13)
|
| |
—
|
| |
—
|
| |
78,152(15)
|
| |
78,152
|
Change in control
|
| |
—
|
| |
—
|
| |
78,152(15)
|
| |
78,152
|
Involuntary termination after change in control
|
| |
—
|
| |
—
|
| |
78,152(15)
|
| |
78,152
|
Thembeka Machaba
|
| | | | | | | | ||||
Termination due to permanent disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Involuntary termination(13)
|
| |
—
|
| |
—
|
| |
—(16)
|
| |
—
|
Change in control
|
| |
—
|
| |
—
|
| |
—(16)
|
| |
—
|
Involuntary termination after change in control
|
| |
—
|
| |
—
|
| |
—(16)
|
| |
—
|
(1)
|
Amount reflects the cost of COBRA premiums for 18 months following termination.
|
(2)
|
Amount reflects 1.5 times the sum of Mr. Cyr’s base salary and target bonus for a period of 18 months.
|
(3)
|
Amounts reflect the cost of COBRA premiums for one year following termination.
|
(4)
|
Amounts reflect (i) one year of base salary and (ii) pro-rated bonus based on actual performance for the 2022 performance year.
|
(5)
|
As of December 31, 2022, Mr. Cyr held unvested performance-vesting options to purchase 205,079 shares of stock with an exercise
price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause.
|
(6)
|
As of December 31, 2022, Mr. Cyr held unvested (i) performance-vesting options to purchase 205,079 shares of stock with an exercise
price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting
options to purchase 41,016 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company.
|
(7)
|
As of December 31, 2022, Mr. Morris held unvested performance-vesting options to purchase 153,809 shares of stock with an exercise
price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause.
|
(8)
|
As of December 31, 2022, Mr. Morris also held unvested (i) performance-vesting options to purchase 153,809 shares of stock with an
exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested
time-vesting options to purchase 30,762 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within a two years after a change in control of the Company.
|
(9)
|
As of December 31, 2022, Ms. Pomerantz held unvested performance-vesting options to purchase 102,539 shares of stock with an
exercise price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause.
|
(10)
|
As of December 31, 2022 Ms. Pomerantz held 6,646 time-vesting options which would fully accelerate upon an Involuntary Termination
within two years following a change in control at prices greater than $52.77 per share. As of December 31, 2022, Ms. Pomerantz also held unvested (i) performance-vesting options to purchase 102,539 shares of stock with an exercise price
of $142.79 which would have accelerated upon an Involuntary Termination within a two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options
to purchase 20,508 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company.
|
(11)
|
As of December 31, 2022, Ms. Pomerantz had terminated employment with the company. In connection with Ms. Pomerantz’s departure
from the Company, on October 13, 2022, the Company and Ms. Pomerantz entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”) pursuant to which Ms. Pomerantz is entitled to receive (i) a continuation
of her annual base salary until September 30, 2023, (ii) payment for the employer portion of the premiums for her continued health coverage until the earliest of September 30, 2023, the date that she becomes eligible for coverage under a
subsequent employer’s plan, or the date that she ceases to be eligible for continued coverage, (iii) a pro-rated annual bonus for fiscal year 2022 (if any), to be paid in 2023, in an amount to be determined based upon the actual level of
achievement of any applicable performance goals as identified by the Company, its board of directors or a committee thereof and (iv) a sum of $75,000, payable in three equal monthly installments over a period of three months, beginning in
October 2022 and ending in December 2022, for her consultancy services during such time in assisting with the orderly transition of her former duties.
|
(12)
|
As of December 31, 2022, Mr. Cunfer held unvested (i) time-vesting options to purchase 40,120 shares of stock with an exercise
price of $67.02 which would have fully accelerated in connection with a change of control occurring on December 31, 2022 if the options had not been assumed, repurchased by the Company, or terminated. Mr. Cunfer also had 11,007 restricted
stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2022.
|
(13)
|
An “Involuntary Termination” means a termination by the Company without cause or by the NEO for good reason.
|
(14)
|
As of December 31, 2022, Mr. Walsh held unvested (i) time-vesting options to purchase 11,670 shares of stock with an exercise price
of $111.65 which would have fully accelerated in connection with a change of control occurring on December 31, 2022 if the options had not been assumed, repurchased by the Company, or terminated and (ii) performance-vesting options to
purchase 20,000 shares of stock with an exercise price of $111.65 which would have vested in full upon a change in control of the Company if, in connection with a change of Control of the Company, the options were not assumed, repurchased
by the Company, or terminated. Mr. Walsh also held 1,554 shares of restricted stock shown at a value of $52.77 per share which would have vested in full upon a change in control of the Company if, in connection with a change of Control of
the Company, the options were not assumed, repurchased by the Company, or terminated.
|
(15)
|
As of December 31, 2022, Mr. Kassar held unvested (i) performance-vesting options to purchase 3,029 shares of stock with an
exercise price greater than $52.77 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested
time-vesting options to purchase 2,467 shares of stock with an exercise price greater than $52.77 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company.
Mr. Kassar also held 1,481 shares of restricted stock shown at a value of $52.77 per share which would have vested in full upon a change in control of the Company if, in connection with a change of Control of the Company, the options were
not assumed, repurchased by the Company, or terminated.
|
(16)
|
As of December 31, 2022, Ms. Machaba held unvested (i) performance-vesting options to purchase 82,031 shares of stock with an
exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested
time-vesting options to purchase 16,408 shares of stock with an exercise price of $142.79 and 1,667 shares of stock with an exercise price of $96.05 which would have accelerated on a pro-rata basis upon an Involuntary Termination within
two years after a change in control of the Company.
|
(17)
|
No equity value was attributable to options with an exercise price at or above the December 31, 2022 stock price of $52.77.
|
| | | | | | | | | |
Value of Initial Fixed $100
Investment Based On:
|
| | | | ||||||||||
Fiscal
Year
|
| |
Summary
Compensation
Table
Total for
PEO(1)
|
| |
Compensation
Actually
Paid to PEO(2)
|
| |
Average
Summary
Compensation
Table Total for
non-PEO NEOs(3)
|
| |
Average
Compensation
Actually Paid to
non-PEO NEOs(4)
|
| |
Total
Shareholder
Return(5)
|
| |
Peer Group
Total
Shareholder
Return(6)
|
| |
Net Income
(in
millions)(7)
|
| |
(in
millions)(8)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
2022
|
| |
$
|
| |
($
|
| |
$
|
| |
($
|
| |
$
|
| |
$
|
| |
($
|
| |
$
|
2021
|
| |
$
|
| |
($
|
| |
$
|
| |
($
|
| |
$
|
| |
$
|
| |
($
|
| |
$
|
2020
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
($
|
| |
$
|
(1)
|
During fiscal year 2020, 2021, and 2022,
|
(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 were made to Mr. Cyr’s total compensation for each year to determine the compensation actually paid:
|
Fiscal Year
|
| |
2020
|
| |
2021
|
| |
2022
|
SCT Total
|
| |
$
|
| |
$
|
| |
$
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
|
| |
($
|
| |
$
|
| |
$
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock
Awards Granted in Fiscal Year
|
| |
$
|
| |
$
|
| |
$
|
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards
Granted in Prior Fiscal Years
|
| |
$
|
| |
($
|
| |
($
|
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That
Vested During Fiscal Year
|
| |
$
|
| |
$
|
| |
$
|
+ 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
|
| |
$
|
| |
($
|
| |
($
|
- 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 Year
|
| |
$
|
| |
$
|
| |
$
|
Compensation Actually Paid
|
| |
$
|
| |
($
|
| |
($
|
(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 (excluding Mr. Cyr) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Scott Morris, Todd
Cunfer, Thembeka Machaba, Cathal Walsh, Richard Kassar, and Heather Pomerantz; (ii) for 2021, Scott Morris, Heather Pomerantz, Stephen Weise, and Cathal Walsh; (iii) for 2020, Scott Morris, Heather Pomerantz, Stephen Weise, Cathal Walsh,
and Richard Kassar.
|
(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 were made to the average total compensation for these NEOs as a group for each year to determine the compensation actually paid:
|
Fiscal
Year
|
| |
2020
|
| |
2021
|
| |
2022
|
SCT Total
|
| |
$
|
| |
$
|
| |
$
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
|
| |
($
|
| |
($
|
| |
($
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock
Awards Granted in Fiscal Year
|
| |
$
|
| |
$
|
| |
$
|
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards
Granted in Prior Fiscal Years
|
| |
$
|
| |
($
|
| |
($
|
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That
Vested During Fiscal Year
|
| |
$
|
| |
$
|
| |
$
|
+ 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
|
| |
$
|
| |
($
|
| |
($
|
- 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 Year
|
| |
$
|
| |
$
|
| |
($
|
Compensation Actually Paid
|
| |
$
|
| |
($
|
| |
($
|
(5)
|
Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement
period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the
beginning of the measurement period is December 31, 2019.
|
(6)
|
Represents the peer group total shareholder return. The peer group used for this purpose is the NASDAQ Composite, which is one of
the company’s indices utilized in the stock performance graph set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.
|
(7)
|
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the
applicable year.
|
(8)
|
This column is the “Company-Selected Measure,” which in the registrant’s assessment represents the most important financial
performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s named executive officers, for the most recently completed fiscal year, to
company performance.
|
Most Important Measures for Determining PEO and Non-PEO NEO
Pay
|
|
|
|
NAME
|
| |
FEES EARNED OR
PAID IN CASH
($)
|
| |
STOCK AWARDS ($)(1)
|
| |
TOTAL
($)
|
Charles A. Norris(2)
|
| |
60,000
|
| |
169,985
|
| |
229,985
|
J. David Basto
|
| |
60,000
|
| |
119,960
|
| |
179,960
|
Olu Beck(7)
|
| |
65,000
|
| |
119,960
|
| |
184,960
|
Daryl G. Brewster(3)
|
| |
67,500
|
| |
119,960
|
| |
187,460
|
Lawrence S. Coben, Ph.D.
|
| |
60,000
|
| |
119,960
|
| |
179,960
|
Walter N. George III(4)
|
| |
67,500
|
| |
119,960
|
| |
187,460
|
Jacki S. Kelley(7)
|
| |
60,000
|
| |
119,960
|
| |
179,960
|
Leta D. Priest
|
| |
60,000
|
| |
119,960
|
| |
179,960
|
Craig D. Steeneck(5)
|
| |
75,000
|
| |
119,960
|
| |
194,960
|
(1)
|
Represents the aggregate grant date fair value of shares of restricted Common Stock granted under our 2014 Plan without regard to
forfeitures, computed in accordance with FASB ASC Topic 718 and is based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our annual report. This amount does not reflect the actual
economic value realized by the director. The stock awards reflected in the table comprise all outstanding equity awards held by our non-employee directors at the end of 2022. As of December 31, 2022, each of the non-employee directors
held 1,422 unvested restricted shares, (or, in the case of Mr. Norris, 2,015 shares).
|
(2)
|
Charles A. Norris serves as Chair of the Board.
|
(3)
|
Daryl G. Brewster serves as Chair of the Compensation Committee.
|
(4)
|
Walter N. George III serves as Chair of the Nominating, Governance and Sustainability Committee.
|
(5)
|
Craig D. Steeneck serves as the Chair of the Audit Committee.
|
(6)
|
During 2022, Olu Beck served on two committees: the Audit Committee and the Compensation Committee.
|
•
|
each person known by us to beneficially own 5% or more of our outstanding common stock (each, a
“Principal Stockholder” below);
|
•
|
each of our directors, director nominees and named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
NAME AND ADDRESS OF BENEFICIAL OWNER(1)
|
| |
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK
|
| |
PERCENT OF COMMON STOCK OUTSTANDING
|
PRINCIPAL STOCKHOLDERS:
|
| | | | ||
The Vanguard Group(2)
|
| |
4,423,502
|
| |
[•]%
|
JANA Partners LLC(3)
|
| |
4,309,201
|
| |
[•]%
|
Champlain Investment Partners, LLC(4)
|
| |
3,672,754
|
| |
[•]%
|
Wasatch Advisors LP(5)
|
| |
3,353,636
|
| |
[•]%
|
Wellington Management Group LLP(6)
|
| |
2,443,050
|
| |
[•]%
|
BlackRock, Inc.(7)
|
| |
2,368,199
|
| |
[•]%
|
FMR LLC(8)
|
| |
2,660,064
|
| |
[•]%
|
NAMED EXECUTIVE OFFICERS AND DIRECTORS:
|
| | | | ||
William B. Cyr
|
| |
[•]
|
| |
[•]%
|
Charles A. Norris
|
| |
[•]
|
| |
[•]%
|
Olu Beck
|
| |
[•]
|
| |
[•]%
|
David Biegger
|
| |
[•]
|
| |
[•]%
|
Daryl G. Brewster
|
| |
[•]
|
| |
[•]%
|
Lawrence S. Coben, Ph.D.
|
| |
[•]
|
| |
[•]%
|
Walter N. George, III
|
| |
[•]
|
| |
[•]%
|
Jacki S. Kelley
|
| |
[•]
|
| |
[•]%
|
Craig D. Steeneck
|
| |
[•]
|
| |
[•]%
|
Leta D. Priest
|
| |
[•]
|
| |
[•]%
|
Todd Cunfer
|
| |
[•]
|
| |
[•]%
|
Richard Kassar
|
| |
[•]
|
| |
[•]%
|
Scott Morris
|
| |
[•]
|
| |
[•]%
|
Heather Pomerantz
|
| |
[•]
|
| |
[•]%
|
Cathal Walsh
|
| |
[•]
|
| |
[•]%
|
EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (15 PERSONS)
|
| |
[•]
|
| |
[•]%
|
*
|
Less than 1%
|
(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:
|
•
|
voting power, which includes the power to vote, or to direct the voting of, such security; and/or
|
•
|
investment power, which includes the power to dispose, or to direct the disposition of, such security.
|
(2)
|
Represents shares of common stock beneficially owned as of December 30, 2022, based on a Schedule 13G/A filed on February 9, 2023,
by The Vanguard Group. Based on information provided in such filing, The Vanguard Group has sole voting power with respect to none of the reported shares, shared voting power with respect to 19,446 of the reported shares, sole dispositive
power with respect to 4,357,754 of the reported shares and shared dispositive power with respect to 65,748 of the reported shares. The Vanguard Group, lists its address as 100 Vanguard Blvd., Malvern, PA 19355.
|
(3)
|
Represents shares of common stock beneficially owned as of May 25, 2023, based on a Schedule 13D/A filed on May 25, 2023, by JANA
Partners LLC. JANA Partners LLC lists its address as 767 Fifth Avenue, 8th Floor, New York, New York 10153.
|
(4)
|
Represents shares of common stock beneficially owned as of December 31, 2022, based on a Schedule 13G filed on February 13, 2023,
by Champlain Investment Partners, LLC. Based on information provided in such filing, Champlain Investment Partners, LLC has sole voting power with respect to 3,302,580 of the reported shares, shared voting power with respect to none of
the reported shares, sole dispositive power with respect to 3,672,754 of the reported shares and shared dispositive power with respect to none of the reported shares. In such filing, Champlain Investment Partners, LLC lists its address as
180 Battery St., Burlington, Vermont 05401.
|
(5)
|
Represents shares of common stock beneficially owned as of December 31, 2022, based on a Schedule 13G/A filed on February 8, 2023,
by Wasatch Advisors LP. In such filing, Wasatch Advisors LP lists its address as 505 Wakara Way, Salt Lake City, UT 84108.
|
(6)
|
Represents shares of common stock beneficially owned as of December 30, 2022, based on a Schedule 13G filed on February 6, 2023, by
Wellington Management Group LLP. Based on information provided in such filing, Wellington Management Group LLP has sole voting power with respect to none of the reported shares, shared voting power with respect to 2,139,722 of the
reported shares, sole dispositive power with respect t none of the reported shares and shared dispositive power with respect to all of the reported shares. Wellington Management Group LLP, lists its address as 280 Congress Street, Boston,
MA 02210.
|
(7)
|
Represents shares of common stock beneficially owned as of June 30, 2022, based on a Schedule 13G filed on July 8, 2022, by
BlackRock, Inc. Based on information provided in such filing, BlackRock, Inc. has sole voting power with respect to 2,279,378 of the reported shares, shared voting power with respect to none of the reported shares, and sole dispositive
power with respect to all of the reported shares. BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055.
|
(8)
|
Represents shares of common stock beneficially owned as of December 30, 2022, based on a Schedule 13G filed on February 9, 2023, by
FMR LLC. Abigail P. Johnson is a Director, the Chair and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting
common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will
be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC lists its address as 245 Summer Street, Boston, Massachusetts 02210.
|
| |
2022
|
| |
2021
|
|
Audit Fees(1)
|
| |
$1,759,000
|
| |
$1,085,000
|
Audit-Related Fees(2)
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees(3)
|
| |
$1,900
|
| |
$1,900
|
Total
|
| |
$1,760,090
|
| |
$1,086,900
|
(1)
|
Audit Fees: These fees include fees related to the audit of the Company’s annual financial statements and review of the Company’s
quarterly financial statements as well as services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-Related Fees: Audit-related fees are for assurance and related services including, among others, due diligence services and
consultation concerning financial accounting and reporting standards.
|
(3)
|
All Other Fees: Includes fees related to KPMG’s Accounting Research Online (“ARO”) Subscription.
|
Name
|
| |
Transaction Date
|
| |
Number of Shares of
Common Stock
|
| |
Acquisition (A) or
Disposition (D)
|
| |
Transaction
Description Code
|
Olu Beck
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
||
David B. Biegger
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Daryl G. Brewster
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
||
Lawrence S. Coben
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
||
Todd Cunfer
|
| |
12/01/2022
|
| |
22,381
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
11,007
|
| |
A
|
| |
A
|
||
William B. Cyr
|
| |
11/26/2021
|
| |
1,819
|
| |
A
|
| |
P
|
Walter N. George, III
|
| |
11/24/2021
|
| |
1,000
|
| |
A
|
| |
P
|
|
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
||
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
||
Jacki S. Kelley
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
Name
|
| |
Transaction Date
|
| |
Number of Shares of
Common Stock
|
| |
Acquisition (A) or
Disposition (D)
|
| |
Transaction
Description Code
|
Scott Morris
|
| |
06/01/2021
|
| |
597
|
| |
D
|
| |
S
|
|
06/01/2021
|
| |
400
|
| |
D
|
| |
S
|
||
|
06/01/2021
|
| |
600
|
| |
D
|
| |
S
|
||
|
06/01/2021
|
| |
300
|
| |
D
|
| |
S
|
||
|
06/01/2021
|
| |
100
|
| |
D
|
| |
S
|
||
|
06/07/2021
|
| |
100
|
| |
D
|
| |
S
|
||
|
06/07/2021
|
| |
100
|
| |
D
|
| |
S
|
||
|
06/07/2021
|
| |
799
|
| |
D
|
| |
S
|
||
|
06/07/2021
|
| |
701
|
| |
D
|
| |
S
|
||
|
06/07/2021
|
| |
297
|
| |
D
|
| |
S
|
||
|
06/14/2021
|
| |
600
|
| |
D
|
| |
S
|
||
|
06/14/2021
|
| |
1,134
|
| |
D
|
| |
S
|
||
|
06/14/2021
|
| |
263
|
| |
D
|
| |
S
|
||
|
06/21/2021
|
| |
500
|
| |
D
|
| |
S
|
||
|
06/21/2021
|
| |
1,095
|
| |
D
|
| |
S
|
||
|
06/21/2021
|
| |
402
|
| |
D
|
| |
S
|
||
|
06/28/2021
|
| |
1,497
|
| |
D
|
| |
S
|
||
|
06/28/2021
|
| |
300
|
| |
D
|
| |
S
|
||
|
06/28/2021
|
| |
200
|
| |
D
|
| |
S
|
||
|
07/06/2021
|
| |
600
|
| |
D
|
| |
S
|
||
|
07/06/2021
|
| |
1,297
|
| |
D
|
| |
S
|
||
|
07/06/2021
|
| |
100
|
| |
D
|
| |
S
|
||
|
07/12/2021
|
| |
1,797
|
| |
D
|
| |
S
|
||
|
07/12/2021
|
| |
200
|
| |
D
|
| |
S
|
||
|
07/20/2021
|
| |
1,997
|
| |
D
|
| |
S
|
||
|
07/26/2021
|
| |
567
|
| |
D
|
| |
S
|
||
|
07/26/2021
|
| |
700
|
| |
D
|
| |
S
|
||
|
07/26/2021
|
| |
700
|
| |
D
|
| |
S
|
||
|
09/22/2021
|
| |
3,989
|
| |
D
|
| |
S
|
||
Charles A. Norris
|
| |
11/29/2021
|
| |
5,000
|
| |
A
|
| |
P
|
|
03/14/2022
|
| |
2,015
|
| |
A
|
| |
A
|
||
|
03/13/2023
|
| |
2,994
|
| |
A
|
| |
A
|
||
Leta D. Priest
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
||
Craig D. Steeneck
|
| |
03/14/2022
|
| |
1,422
|
| |
A
|
| |
A
|
|
03/13/2023
|
| |
2,113
|
| |
A
|
| |
A
|
A.
|
| |
Grant, award, or other acquisition of securities from the Company (such as an
option)
|
K.
|
| |
Equity swaps and similar hedging transactions
|
P.
|
| |
Purchase of securities on an exchange or from another person
|
S.
|
| |
Sale of securities on an exchange or to another person
|
D.
|
| |
Sale or transfer of securities back to the Company
|
F.
|
| |
Payment of exercise price or tax liability using portion of securities received
from the Company
|
M.
|
| |
Exercise or conversion of derivative security received from the Company (such as
an option)
|
G.
|
| |
Gift of securities by or to the insider
|
V.
|
| |
A transaction voluntarily reported on Form 4
|
C.
|
| |
Cancelled prior to vesting
|
J.
|
| |
Other (accompanied by a footnote describing the transaction)
|
•
|
our capital expenditures or future requirements for capital expenditures;
|
•
|
the interest expense, or the cash requirements necessary to service interest expense or principal
payments, associated with indebtedness;
|
•
|
depreciation and amortization, which are non-cash charges, although the assets being depreciated and
amortized will likely have to be replaced in the future, nor any cash requirements for such replacements; and
|
•
|
changes in cash requirements for our working capital needs.
|
| |
TWELVE MONTHS ENDED DECEMBER 31
|
|||||||
| |
2022
|
| |
2021
|
| |
2020
|
|
| |
(in thousands)
|
|||||||
Net loss
|
| |
$(59,494)
|
| |
$(29,699)
|
| |
$(3,188)
|
Depreciation and amortization
|
| |
34,555
|
| |
30,468
|
| |
21,125
|
Interest expense
|
| |
5,208
|
| |
2,882
|
| |
1,211
|
Income tax expense
|
| |
282
|
| |
162
|
| |
65
|
EBITDA
|
| |
$(19,449)
|
| |
$3,813
|
| |
$19,213
|
Loss on equity method investment
|
| |
3,731
|
| |
2,005
|
| |
—
|
Loss on disposal of equipment
|
| |
396
|
| |
1,000
|
| |
1,805
|
Non-cash share-based compensation
|
| |
26,092
|
| |
24,998
|
| |
10,925
|
Equity offering fees(a)
|
| |
—
|
| |
—
|
| |
58
|
Enterprise Resource Planning(b)
|
| |
8,558
|
| |
1,379
|
| |
1,682
|
COVID-19 expense(c)
|
| |
1,758
|
| |
1,758
|
| |
3,854
|
Organization changes(d)
|
| |
734
|
| |
—
|
| |
—
|
Adjusted EBITDA
|
| |
$20,062
|
| |
$34,953
|
| |
$37,537
|
(a)
|
Represents fees associated with public offerings of our common stock.
|
(b)
|
Represents implementation, amortization of deferred implementation costs and other costs associated with the implementation of an
ERP system.
|
(c)
|
Represents COVID-19 expenses including (i) costs incurred to protect the health and safety of our employees during the COVID-19
pandemic, (ii) temporary increased compensation expense to ensure continued operations during the pandemic, and (iii) costs to mitigate potential supply chain disruptions during the pandemic.
|
(d)
|
Represents transition costs related to the organization changes designed to support growth, including several changes in
organizational structure designed to enhance capabilities and support long-term growth objectives.
|