Daryl Brewster
FreshpetAbout Daryl G. Brewster
Independent director at Freshpet (FRPT), age 68, serving since January 2011; Chair of the Compensation and Human Capital Management Committee (CHCM) . Background includes CEO of CECP (a coalition of CEOs at >200 large-cap companies) since 2013, founder/CEO of Brookside Management since 2008, former CEO of Krispy Kreme (2006–2008), senior executive roles at Nabisco/Kraft (1996–2006), and earlier leadership at Campbell Soup .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CECP (Chief Executives for Corporate Purpose) | Chief Executive Officer | 2013–present | Focused on sustainable business and strategic investor communications |
| Brookside Management, LLC | Founder & Chief Executive Officer | 2008–present | C-level consulting to consumer companies; advisory to PE firms |
| Krispy Kreme Doughnuts, Inc. | Chief Executive Officer | 2006–2008 | Led corporate turnaround efforts |
| Nabisco/Kraft | Group VP & President, Snacks/Biscuits/Cereal; senior executive | 1996–2006 | Large-scale P&L leadership in fast-moving consumer foods |
| Campbell Soup Company | Managing Director (UK), VP Global Strategy, Business Director U.S. Soup | Prior to 1996 | International/general management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bazooka Companies, LLC | Director | Current | Private company board service |
| Mother Administered Nutritive Assistance (MANA) | Director | Current | Non-profit board |
| E*TRADE Financial Services, Inc. | Director | Prior | Prior public-company directorship |
| The Carlyle Group | Operating Advisor | Prior | PE advisory role |
| MidOcean Partners | Management Advisor | Prior | PE advisory role |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Management (CHCM); independent director .
- Independence: Board (excluding CEO) and all committees comprised solely of independent directors in 2024 .
- Attendance/engagement: Board met 5x in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting . CHCM met 9x, Audit met 5x, Operations & FSQA met 4x in 2024 .
- Chair structure: Independent, non-executive Board Chair (Walter N. George III); CEO and Chair roles separated .
- Key governance reforms: Majority voting and resignation policy, declassified Board (annual elections), proxy access, special meeting rights, clawback policy aligned to SEC/Nasdaq, formal Conflict of Interest Policy (Feb 22, 2024) overseen by Nominating & Governance .
- 2024–2025 Compensation Committee actions (Brewster as Chair): Implemented Executive Severance Plan and standardized protections for Company IP; transitioned LT equity to annual PSUs/RSUs with higher performance linkage .
Fixed Compensation (Director)
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $70,000 | Paid quarterly |
| Board Chair cash retainer | $140,000 | Paid quarterly |
| Committee membership fee | $7,500 | Per committee |
| Committee Chair fee | $15,000 | Per committee Chair |
| Daryl Brewster – Fees earned in cash | $85,000 | Retainer + CHCM Chair fee |
| Daryl Brewster – Stock awards (grant-date fair value) | $119,946 | Restricted Common Stock under 2014 Plan; 1,095 shares |
| Daryl Brewster – Total director compensation | $204,946 | 2024 |
Independent compensation consultant: Willis Towers Watson advised on director compensation .
Performance Compensation (Committee Oversight Signals)
| Program/Metric | Design | Weight/Details | Year/Status |
|---|---|---|---|
| Annual Incentive – Financial metrics | Mix drives payout | 2024 payout approved at 233% of target based on strong performance | 2024 |
| Annual Incentive – Responsible Business Goals | 5 ESG/HCM metrics (Employee satisfaction, safety, comms effectiveness, salaried development $, cybersecurity training) | Each 20% weight; thresholds/targets/maximums disclosed; overall 9/15 points → 80% of target for ESG component | 2024 |
| LT Equity (2025 forward) – PSUs | Performance stock units | Three-year cumulative Net Sales, three-year avg Adjusted EBITDA Margin, and Relative TSR (for senior leaders) | 2025 |
| LT Equity (Jan 2025 retention grants for select NEOs) – PSUs/RSUs | 50% PSUs / 50% RSUs | PSUs equally weighted on 3-yr Net Sales and 3-yr avg Adjusted EBITDA Margin (80–120% vest range); RSUs vest annually over 3 years; double-trigger CIC vesting | 2025 |
Other Directorships & Interlocks
- Current public-company boards: None disclosed for Brewster; prior E*TRADE Financial Services .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure .
- Related-party transactions: None requiring disclosure; policy administered by Audit Committee .
Expertise & Qualifications
- Top skills cited by FRPT: High Growth Business & Innovation, Human Capital Management, Capital Allocation .
- Sector/functional depth: Decades in consumer-packaged foods, scaled operations, international management; current leadership in corporate purpose/investor dialogue .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Daryl G. Brewster | 56,097 | <1% | As of April 23, 2025; base shares outstanding 48,774,818 |
| Director stock ownership guideline | ≥3x cash retainer | Policy | Non-employee directors expected to own ≥3× annual cash retainer; calculated each year’s first trading day |
| Hedging/pledging | Prohibited | Policy | Insider Trading Policy bans hedging, pledging, speculative transactions |
Governance Assessment
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Positive signals:
- Long-tenured independent director and CHCM Chair with deep consumer/CPG operating experience; committee met 9x in 2024, indicating strong oversight cadence .
- Transparent director pay structure with balanced cash/equity; Brewster’s 2024 mix ($85k cash, $119,946 equity) aligns incentives to stock performance .
- Say-on-pay support >97% in 2024 suggests investor alignment with comp strategy under CHCM leadership .
- No related-party transactions; formal conflict-of-interest and clawback policies; hedging/pledging prohibited .
-
Watch items:
- Board meets 5x/year; while attendance ≥75% across directors, continued monitoring of meeting frequency and committee workload (especially CHCM amid evolving pay design) is prudent .
- Stock ownership guideline compliance for individual directors (including Brewster) not explicitly stated; investors may seek disclosure of compliance status and time-to-compliance for any shortfalls .
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2024–2025 CHCM actions under Brewster:
- Established Executive Severance Plan and strengthened non-compete/severance norms; moved LT equity to annual PSUs/RSUs with Net Sales, EBITDA Margin, and Relative TSR metrics, increasing performance linkage and mitigating option-repricing risk .
RED FLAGS
- None disclosed: No related-party transactions; no interlocks; hedging/pledging prohibited; no poison pill; majority voting with resignation policy; declassified Board .