Cathal Walsh
FreshpetAbout Cathal Walsh
Cathal Walsh is a co-founder of Freshpet and serves as Senior Vice President, Managing Director of Europe (title previously Senior Vice President, Cooler Operations). He has held this role since January 2011 after serving as Chief Operating Officer from October 2006 to January 2011; Walsh is 53 years old as of April 30, 2025 and has 25+ years in packaged goods marketing, sales, and international food markets, including Nestlé Pet Care/Nestlé Worldwide roles from 1996–2005 . Company performance context: FY2024 net sales were $975.2m with net income of $46.9m; management highlighted 27.2% net sales growth in 2024, gross margin of 40.6%, and Adjusted EBITDA of $161.8m; pay program changes for 2025 include annual PSUs/RSUs with added Relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freshpet | Chief Operating Officer | Oct 2006 – Jan 2011 | Early-stage operating build-out and scale-up prior to transition to EU leadership |
| Nestlé Worldwide | Zone Marketing Manager | 2000 – 2005 | Led regional marketing across international food markets |
| Nestlé Pet Care | Marketing Manager | 1996 – 2000 | Category marketing in pet care, precursor to Freshpet category expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company proxies | — | — | No public company directorships or external roles disclosed for Walsh |
Fixed Compensation
Multi-year snapshot (Summary Compensation Table):
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $429,231 | $348,379 | $389,835 |
| Stock Awards (Grant-date FV) | $149,977 | $156,235 | $156,408 |
| Options Awards (Grant-date FV) | $0 | $0 | $0 |
| Non-Equity Incentive (Cash Bonus) | $35,275 | $60,000 | $259,630 |
| All Other Compensation | $0 | $0 | $0 |
| Total | $614,483 | $564,614 | $805,873 |
Current base and variable opportunity (contractual framework as of 2023 proxy):
- Base salary rate: $397,368; Target bonus opportunity: 40% of base salary .
Performance Compensation
Annual Incentive Plan (AIP) design and 2023 outcomes (company-wide formula applied to executives):
- Financial metrics (90% total): Net Sales (45%) target $760m; Adjusted EBITDA before bonus (45%) target $62.0m; Results: $767m Net Sales, $79.2m Adj. EBITDA before bonus; Financial element scored 153.2% of target .
- ESG (10%): Employee NPS, Salaried and Hourly Turnover; Element scored 133.0% of target .
- Company reported 2024 AIP earned at 233% of target (for NEOs) and 2020 five-year performance stock options vested at 86.3% of target (context for overall program) .
Detailed 2023 AIP performance metrics:
| Metric | Weight | Target | Threshold | Actual/Result | Notes |
|---|---|---|---|---|---|
| Net Sales | 45% | $760m | $720m | $767m | Company financial element contributed to 153.2% financial score |
| Adj. EBITDA (before bonus accrual) | 45% | $62.0m | $55.0m | $79.2m | As defined by Committee for plan purposes |
| ESG: Employee NPS | ~3.3% | 8.3 | 7.6 | 8.0 | Part of 10% ESG composite |
| ESG: Salaried Turnover | ~3.3% | 10% | <12% | 10% | |
| ESG: Hourly Turnover | ~3.3% | 28% | <30% | 23% |
Long-term incentives and 2025 changes:
- 2025 equity moving to annual 50/50 PSUs and RSUs for senior leaders; PSUs tied to 3-year cumulative Net Sales, average Adjusted EBITDA Margin, and Relative TSR; intent to improve alignment, retention, and metric calibration .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
- Shares beneficially owned: 115,310; Ownership: <1% of outstanding .
- Executive stock ownership guidelines: NEOs (other than CEO) required to hold 3x base salary; compliance status not disclosed .
- Hedging/pledging: Company prohibits hedging (VP+); updated policy prohibits hedging and pledging for covered persons; clawback compliant with SEC/Nasdaq, no clawback actions required in 2024 .
Outstanding equity awards (as of Dec 31, 2023):
RSUs
| Grant Date | Unvested Units | Vesting Schedule | Valuation/Notes |
|---|---|---|---|
| 3/12/2021 | 319 | 3 equal annual installments (standard) | $27,676 market value at 12/31/2023 |
| 3/14/2022 | 1,235 | 3 equal annual installments (standard) | $107,149 market value at 12/31/2023 |
| 3/13/2023 | 2,862 | 1/3 each on ~3/13/2024, 2025, 2026 | $248,307 market value at 12/31/2023; Grant-date FV $158,097 |
Options (all exercisable as of 12/31/2023)
| Grant Date | Options Exercisable | Strike | Expiration | Notes |
|---|---|---|---|---|
| 5/10/2016 | 14,184 | $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 | 4,932 | $63.87 | 4/1/2030 | |
| 10/1/2020 | 35,000 | $111.65 | 10/1/2030 | |
| 10/1/2020 | 20,000 | $111.65 | 10/1/2030 |
Pledging/hedging, alignment, and selling pressure signals:
- Prohibited hedging/pledging reduces misalignment risk; no pledging disclosures .
- Near-term RSU vesting tranches (2024–2026) can create periodic sell-to-cover events; options are fully exercisable, limiting forced vest-related selling; no unvested time-vested options as of 12/31/2023 .
Employment Terms
Legacy employment agreement (Oct 2014; summarized in 2024 proxy):
- Base salary and bonus opportunity: $397,368 base; 40% target bonus (both subject to review) .
- Severance (without cause / good reason / permanent disability): 12 months base salary; 12 months Company-paid COBRA; pro‑rated annual incentive (only if termination after June 30 for the year) .
- Restrictive covenants: 12-month non-compete and non-solicit; perpetual confidentiality; 280G cutback to avoid excise tax if beneficial .
Key Executive Severance Plan (effective Aug 27, 2024; replaces individual agreements):
- Standardized severance with enhanced IP and restrictive covenants; no single-trigger vesting on change in control; no tax gross-ups; double-trigger structure governs equity treatment .
- Clawback policy effective Oct 2, 2023; SEC/Nasdaq-compliant; no clawback actions required in 2024 .
Pension/Deferred Compensation:
- No company pension plans (beyond 401(k)); no nonqualified deferred compensation program .
Company Performance Context (FY)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $595.3m* | $766.9m* | $975.2m* |
| EBITDA | -$16.3m* | $28.9m* | $112.2m* |
Values retrieved from S&P Global.*
Additional company KPIs for 2024 (disclosed):
- Net Sales: $975.18m; Net Income: $46.93m .
- 2024 growth/returns context: Net sales up 27.2%, gross margin 40.6%, Adjusted EBITDA $161.8m; AIP payout (NEOs) 233%; five-year PSOs vested at 86.3% .
Investment Implications
- Alignment: High equity exposure via multi-year RSUs and fully vested options plus strict prohibitions on hedging/pledging and an SEC/Nasdaq-compliant clawback reduce agency risk and promote long-term alignment .
- Retention risk: With options fully exercisable and RSUs vesting through 2026, retention leans on continued annual PSU/RSU cadence adopted in 2025; standardized severance (double trigger, no gross-ups) balances flexibility and protection without shareholder-unfriendly provisions .
- Performance linkage: AIP metrics (Net Sales, EBITDA, retention KPIs) directly tie pay to scale and profitability; 2025 PSU metrics add Relative TSR, improving market alignment; strong 2024 results support pay-for-performance credibility .
- Trading/overhang: RSU tranches (2024–2026) may drive periodic sell-to-cover activity; absence of pledging mitigates forced selling; no unvested time-vested options as of YE2023 reduces option-vesting pressure .
- Ownership: 115,310 shares beneficially owned (<1%), with NEO 3x salary ownership guideline reinforcing skin-in-the-game; compliance status not disclosed .