David Biegger

About David B. Biegger

Age 66. Independent director at Freshpet since May 17, 2023; currently Chair of the Operations and FSQA Committee and member of the Audit Committee. A 40+ year consumer packaged goods supply chain leader: EVP & Chief Supply Chain Officer at Conagra Brands (2015–May 2021), prior leadership at Campbell Soup (2005–2015), and foundational manufacturing experience at Procter & Gamble; currently an Operating Partner at Shore Capital Partners (food & beverage, healthcare, business services) . Freshpet states all directors other than the CEO are independent, with committees composed entirely of independent directors .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Operations & FSQA; member, Audit .
• Committee charters and responsibilities:
  • Audit: auditor oversight, financial reporting, internal audit, related-party transaction review, cybersecurity/climate risk .
  • Operations & FSQA: oversight of manufacturing & supply chain execution, food safety and quality, capex/capacity, talent development; consults with Audit on risk .
• Board independence: all directors other than CEO are independent; all committees comprise independent directors .
• Leadership: Independent, non-executive Chair (Walter N. George III) .
• Board/committee activity: Board met five times in 2024; Audit met five times; Operations & FSQA met four times .
• Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all directors at the 2024 annual meeting .

Fixed Compensation

Performance Compensation

• Director equity grants are made under Freshpet’s equity plan and reported at grant-date fair value; vesting specifics for 2024 director grant not disclosed in the 2025 proxy .

Other Directorships & Interlocks

• No other public company directorships disclosed for David Biegger; current external role is Operating Partner at Shore Capital Partners (private equity) .

Expertise & Qualifications

• Highlighted skills: Risk Management; Fresh Food Manufacturing & Supply Chain Technologies; Capital Allocation .
• The Board’s skills matrix also identifies Biegger among directors with high-growth scaling, supply chain technology, and risk management experience .

Equity Ownership

• Stock ownership guidelines for non-employee directors: expected to own common stock valued at least 3x the annual cash retainer; reviewed annually .
• Insider trading policy prohibits short sales, hedging, pledging, and speculative transactions .

Governance Assessment

• Strengths:
  • Deep supply chain expertise aligned to Freshpet’s operational priorities; chairs the Operations & FSQA Committee with explicit oversight of food safety/quality and manufacturing execution .
  • Independent director serving on the Audit Committee, contributing to risk, control, and financial oversight .
  • Engagement: Board and committee meeting cadence; directors met minimum attendance thresholds .
  • Alignment: Director compensation mix combines cash retainer, committee fees, and equity grants; stock ownership guidelines enhance alignment .
• Risks/Red flags:
  • Administrative late Form 4 filing for directors (including Biegger) on March 15, 2024 equity award due to oversight; subsequently addressed by the company .
  • Potential perceived conflicts from private equity operating partner role (Shore Capital Partners invests in food & beverage), mitigated by the Board’s Conflict of Interest Policy and Nominating & Governance Committee oversight . No related-party transactions requiring disclosure were reported .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting results: Say-on-Pay approved (For: 41,297,647; Against: 870,642; Abstain: 244,013); frequency “1 year” selected (For 1-year: 41,958,530) .
• 2024 Say-on-Pay approval: “over 97%” support cited by the company in investor engagement section .

Insider Trades

• Delinquent Section 16(a) reports: Forms 4 for multiple insiders (including David Biegger) were not timely filed for the March 15, 2024 restricted stock award due to administrative oversight; company notes the filings issue and closure of matters .

Director Compensation – Detail (2024)

Committee Activity & Responsibilities

Related-Party Transactions

• No related person transactions requiring disclosure were reported; Audit Committee administers the related party transaction policy .

Board Practices and Independence

• Independent, non-executive Chair; majority voting standard in uncontested elections; declassified Board; proxy access; compensation clawback policy adopted to align with SEC/Nasdaq rules; conflict of interest policy for directors/officers (Feb 2024) .

Notes on Ownership Alignment Policies

• Non-employee directors: 3x cash retainer stock ownership requirement .
• Insider trading policy prohibits hedging/pledging; clawback policy effective Oct 2, 2023; no clawback actions required in 2024 .

Company Voting Outcomes (2025)