| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 8, 2025, the
Compensation and Human Resources Committee of the Board of Directors (the “Committee”) of Freshpet, Inc., a Delaware corporation (the “Company”), in consultation with its independent compensation consultant, approved the grant of performance
and time-based retention awards (collectively, the “2025 Retention Grant”) to the
Company’s Chief Operating Officer, Ms. Nicola Baty. The 2025 Retention Grant was awarded in the form of Restricted Stock Units (“RSUs”) in respect of the Company’s common stock, par value $0.001 per share, and was issued effective as of
December 8, 2025 (the “Grant Date”) pursuant and subject to the Company’s 2024 Equity Incentive Plan.
In determining to award the 2025 Retention Grant, the Committee considered that Ms. Baty had joined the
Company with an inducement equity package intended to provide multi-year alignment and retention, however due to market-driven valuation changes, the current value of those awards has substantially decreased, leaving Ms. Baty with minimal
unvested equity to serve as an effective retentive tool. The Committee believes that by providing Ms. Baty with additional equity designed to reinforce retention, drive focus on long-term performance, and appropriately recognize the strategic
responsibilities of this role within the executive team, the 2025 Retention Grant will maintain continuity of the Company’s leadership and ensure strong alignment with shareholders.
Effective as of the Grant Date, Ms. Baty was awarded the 2025 Retention Grant as set forth below:
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Grant Date Value
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Number of RSUs Granted Subject to Time-Based Vesting (“Time-Based RSUs”)
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Number of RSUs Granted Subject to Performance-Based Vesting (“Performance-Based RSUs”)
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$1,750,819.72
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13,858
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13,858
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Subject to Ms. Baty’s continued employment with the Company as of the applicable vesting date, the
Time-Based RSUs shall vest in two equal annual installments beginning January 3, 2027, and the Performance-Based RSUs shall vest, if at all, based 50% upon the achievement of the Company’s three-year (FY 2025-2027) cumulative net sales goal and
50% upon the achievement of the Company’s three-year Adjusted EBITDA margin goal. Achieving the respective threshold goal would result in 80% of the target number of Performance-Based RSUs vesting for that goal and achieving the maximum goal
or higher would result in 120% of the target number of Performance-Based RSUs vesting for that goal. If the threshold goals are not achieved, no Performance-Based RSUs would vest in respect of that applicable performance condition. In addition
to the condition that Ms. Baty remain employed by the Company as of the applicable vesting date, other key features of the awards include double-trigger accelerated vesting at 100% in the event of a qualifying termination following a change in
control of the Company. There are no provisions that permit vesting in connection with executive retirement. Ms. Baty will remain eligible for participation in all other annual Company incentive plans.
The foregoing summary of the 2025 Retention Grant is a general description only and is qualified in its
entirety by reference to the full text of the 2025 Retention Grant, which shall be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 12, 2025
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FRESHPET, INC.
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By:
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/s/ Lisa Alexander
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Name:
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Lisa Alexander
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Title:
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General Counsel and Corporate Secretary
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