Craig Steeneck - Director | Freshpet (FRPT) Executive Profile & Compensation

About Craig D. Steeneck

Independent director since November 2014 (age 67) at Freshpet (FRPT); Audit Committee Chair and member of the Operations & FSQA Committee. Former CFO and senior finance executive across packaged foods and hospitality; designated Audit Committee Financial Expert under SEC rules. Board tenure aligns with Freshpet’s post‑IPO maturation and governance reforms, with fully independent committee service and engagement through 2024–2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pinnacle Foods Inc.	EVP & CFO	Jul 2007–Jan 2019	Led finance, treasury, IR, corp dev, IT; integral to acquisition integrations
Pinnacle Foods Inc.	EVP, Supply Chain Finance & IT	Jun 2005–Jul 2007	Redesigned supply chain for savings & performance
Cendant Timeshare Resort Group (now Wyndham)	EVP, CFO & CAO	Apr 2003–Jun 2005	Wide-scale process organization & staff management
Resorts Condominiums International (now Wyndham)	EVP & CFO	Mar 2001–Apr 2003	Senior finance leadership
International Home Foods Inc.	CFO	Oct 1999–Feb 2001	Company later acquired by Conagra Brands

External Roles

Company	Role	Tenure	Committees/Notes
Utz Brands, Inc. (NYSE: UTZ)	Director; Audit Committee Chair	Since Nov 2018	Chair audit; governance and compensation experience
Hostess Brands, Inc.	Director; Audit Chair; Lead Independent Director	Various 2016–2022; Lead ID 2019	Audit Chair Nov 2016–Jun 2022; company later acquired by J.M. Smucker (Nov 2023)
KIND, Inc.	Director	May 2019–Jul 2020	Board service at private food brand

Board Governance

Committee assignments: Audit (Chair); Operations & FSQA (member). All committee members independent under SEC/Nasdaq; Steeneck designated “audit committee financial expert” (Item 407 Reg S‑K) .
Independence and attendance: All directors other than CEO independent in 2024; Board met 5 times; each director attended ≥75% of Board/committee meetings; Audit Committee met 5 times; Operations & FSQA met 4 times .
Risk oversight: As Audit Chair, oversees financial reporting, auditor independence, internal controls, cybersecurity/climate risk, related‑party transactions, and whistleblower reporting; Operations & FSQA oversight covers manufacturing, supply chain, FSQA, capex, capacity .
Governance reforms completed: declassification in 2025, majority voting, proxy access, special meeting rights, clawback policy (Oct 2023), director conflict of interest policy (Feb 2024) .

Fixed Compensation (Director)

Program: 2024 annual cash retainer $70,000 for directors; Board Chair $140,000; committee membership $7,500; committee chair $15,000; paid quarterly .

Component (2024)	Amount ($)	Source
Fees earned/paid in cash (Steeneck)	92,500
Committee role detail	Audit Chair; Ops member
Total cash retainers construct	See program terms above

Performance Compensation (Director Equity)

Structure: Annual restricted stock grant to non‑employee directors; stock ownership guidelines require ≥3× annual cash retainer value in Company stock (alignment) .

Grant Detail (2024)	Metric	Value
Grant date	Mar 15, 2024
Shares granted (restricted stock)	1,095
Grant date fair value ($)	119,946

Note: Director awards are time‑based restricted stock; no performance metric weighting is disclosed for director equity. Vesting cadence not specified in proxy .

Other Directorships & Interlocks

Current public board: Utz Brands (Audit Chair). No disclosed transactional ties between Utz and Freshpet; low direct competitive overlap (snacks vs. pet food) .
Prior public board roles: Hostess Brands (Audit Chair; Lead ID) until acquisition; adds relevant packaged food audit leadership; KIND (private) .
Overboarding guardrails: Freshpet requires prior notice before adding public boards; no explicit cap; Board assesses time commitment; Steeneck’s current public board count appears within norms and disclosed .

Expertise & Qualifications

Finance and accounting depth (former CFO across multiple firms); capital markets/M&A; supply chain finance; qualifies as “audit committee financial expert” .
Risk oversight experience including cybersecurity/climate risk through Audit Committee remit; manufacturing/supply chain exposure via Ops & FSQA membership .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	As Of
Craig D. Steeneck	32,479	<1%	Apr 23, 2025

Shares outstanding reference: 48,774,818 as of Apr 23, 2025 (basis for percentages) .
Stock ownership guideline (directors): ≥3× cash retainer; individual compliance not explicitly stated in proxy .
Pledging/Hedging: Insider trading policy applies to directors; hedging prohibition noted for executives in 2024 materials; no pledging by Steeneck disclosed; no related‑party transactions requiring disclosure .

Governance Assessment

Strengths
- Deep CFO credentials and audit leadership; formally designated audit financial expert; appropriate committee chair placement in Audit; adds manufacturing/FSQA oversight breadth via Ops committee .
- Strong alignment via annual restricted stock grants and director ownership guidelines; 2024 Say‑on‑Pay approval >97% indicates supportive investor sentiment toward pay practices .
- Board independence, refreshed governance architecture (clawbacks, conflicts policy, majority voting, declassification) enhances credibility with investors .
Watch items / RED FLAGS
- Section 16(a) administrative lapse: Form 4 for Mar 15, 2024 director stock awards (including Steeneck) filed late due to administrative oversight; minor process issue but relevant to compliance rigor .
- Overboarding framework lacks explicit cap; Steeneck chairs FRPT Audit and UTZ Audit—monitor aggregate workload, especially during peak audit and cyber risk cycles .
Overall implication: Steeneck’s profile supports investor confidence in financial reporting integrity and risk controls. Equity ownership and director grant structure promote alignment; governance reforms and independent committee leadership mitigate conflict risk. Continued attention to filing timeliness and board workload distribution recommended .