David West
FreshpetAbout David J. West
David J. West (age 62) has served as an independent director of Freshpet since July 21, 2023. He is a former CEO of The Hershey Company (2007–May 2011) and Del Monte Foods/Big Heart Pet Brands (2011–2015), and is currently a partner at Centerview Capital Consumer (since May 2016). He also serves on the boards of Advantage Solutions Inc. (NASDAQ: ADV) and The Simply Good Foods Company (NASDAQ: SMPL) . All Freshpet directors other than the CEO are independent; West is designated independent and currently serves on the Compensation & Human Capital Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hershey Company | CEO, President, Director | 2007–May 2011 | Led investments in operations, supply chain effectiveness, and brand building . |
| Del Monte Foods → Big Heart Pet Brands | CEO & President | Aug 2011–Mar 2015 | Led rebrand to Big Heart Pet Brands and sale to J.M. Smucker in Mar 2015; oversaw creation of ≈$2B equity value during Big Heart tenure . |
| The J.M. Smucker Company | President, Big Heart Pet Food & Snacks; Senior Advisor | 2015–Mar/Apr 2016 | Post-acquisition leadership and advisory role . |
| Nabisco Biscuit & Snacks | SVP, Finance; VP, Corporate Strategy & Business Planning | Prior to Hershey | Senior finance and strategy roles . |
| Centerview Capital Consumer | Partner | Since May 2016 | Consumer investing leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advantage Solutions Inc. (ADV) | Director | Current | Not disclosed in FRPT proxy . |
| The Simply Good Foods Company (SMPL) | Director | Current | Not disclosed in FRPT proxy . |
| The Hershey Company | Director | 2007–2011 | Prior public board service . |
| Del Monte Foods | Director | 2011–2014 | Prior public board service . |
| Big Heart Pet Brands | Director | 2014–2015 | Prior board service . |
| The J.M. Smucker Company | Director | 2015–2016 | Prior public board service . |
Board Governance
- Committees: Member, Compensation & Human Capital Management Committee (2024) .
- Prior committee: Audit Committee member (2023; with Steeneck, Biegger) .
- Independence: All directors (other than the CEO) are independent per Nasdaq and company policy .
- Attendance/engagement: In 2023, the Board met 6 times and each director attended at least 75% of Board and committee meetings while serving; all directors then serving attended the 2023 Annual Meeting .
- Board leadership: Independent, non-executive Chair structure (Chair: Walter N. George III) .
- Term/election: Nominated among 12 directors for one-year terms at the 2025 Annual Meeting .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $70,000 | Paid quarterly . |
| Committee membership fee | $7,500 per committee | Per committee; $15,000 if committee Chair . |
| Board Chair retainer | $140,000 | For Walter N. George III (Chair) . |
| David J. West – Fees earned in cash (2024) | $77,500 | Reflects base plus committee fee(s) . |
| Director Equity (2024) | Grant Date Fair Value | Shares Granted | Total Compensation |
|---|---|---|---|
| David J. West – Restricted Common Stock | $119,946 | 1,095 | $197,446 . |
- Program design: Non-employee directors receive annual restricted stock under the equity plan; values computed under ASC 718. (In prior years, director restricted stock vested on the first anniversary of grant.) .
Performance Compensation (Director)
- Directors do not receive performance-based (e.g., TSR/financial-metric) equity; director grants are time-based restricted stock under the plan (aggregate fair value disclosed) .
- Executive pay context (committee oversight): Freshpet’s executive annual incentive is 90% based on Net Sales and Adjusted EBITDA and 10% on Responsible Business Goals; from 2025, long-term awards mix shifts to 50% PSUs/50% RSUs with three-year metrics (cumulative Net Sales, average Adjusted EBITDA Margin, and relative TSR). West serves on the committee overseeing these programs .
Other Directorships & Interlocks
- Current public boards: Advantage Solutions (ADV) and Simply Good Foods (SMPL) .
- Network link: Freshpet’s CFO previously served as CFO of Simply Good Foods (2017–2022), where West serves as a director—useful for information flow but not a related-party transaction as disclosed .
- Overboarding policy: No hard numeric cap; directors must notify and may be asked to resign if aggregate commitments impair service .
Expertise & Qualifications
- The Board skill matrix and biography highlight West’s strengths in Fresh Food Retail & Pet Industries, High Growth Business & Innovation, Capital Allocation, and executive leadership in CPG .
- Prior CEO/CFO/COO-aligned responsibilities across Hershey and Del Monte/Big Heart, and finance/strategy leadership at Nabisco provide deep operating and capital allocation expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | As Of |
|---|---|---|---|
| David J. West | 2,932 | <1% | April 23, 2025 . |
| Shares Outstanding | 48,774,818 | — | April 23, 2025 . |
- Ownership guidelines (directors): Must hold stock worth ≥3x annual cash retainer (measured each calendar year’s first trading day) .
- Related-party/pledging: No related-person transactions requiring disclosure; the company maintains a conflict of interest policy overseen by the Nominating & Governance Committee .
Governance Assessment
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Strengths:
- Seasoned operator with direct pet food leadership (Hershey; Del Monte/Big Heart) and successful M&A execution (rebrand and sale to Smucker) that created significant equity value at Big Heart .
- Committee relevance: Currently serves on CHCM during period of governance enhancements (recoupment policy in Oct 2023; 2024 plan with director grant limits; transition to annual PSU/RSU LTIs in 2025) .
- Independent board with non-executive chair; robust shareholder support on Say‑on‑Pay (97% in 2023) and active investor engagement .
-
Watch items:
- Multiple boards: West serves on two additional public boards; while within Freshpet’s policy (no hard cap, notice required), aggregate commitments merit monitoring for workload/attendance risks .
- Potential network interlocks: Overlap with SMPL (CFO prior role) underscores information flow; no related-party transactions disclosed .
Risk Indicators & Red Flags
- Related-party transactions: None requiring reporting in the latest proxy .
- Clawback/recoupment: Compensation Recoupment Policy adopted in Oct 2023 per SEC/Nasdaq standards .
- Structural governance: Independent Chair; no poison pill; declassified board by 2025; director resignation policy and majority voting for uncontested elections in place .
- Say‑on‑Pay: 97% approval in 2023; committee maintained alignment with shareholder feedback and evolved plan design .
Compensation Committee Analysis (West’s Committee)
- Composition: Daryl G. Brewster (Chair), Leta D. Priest, David J. West; all independent .
- Consultant: Willis Towers Watson (WTW) advising in 2024; independence affirmed .
- 2024–2025 actions: Oversaw 2024 annual incentive (Net Sales/Adj. EBITDA and Responsible Business Goals); implemented 2025 shift to annual PSU/RSU grants with three-year metrics; continued use of peer benchmarking and recoupment policy; the Board also reported creation of a key executive severance plan in 2024 .