Jacki Kelley
FreshpetAbout Jacki Kelley
Jacki S. Kelley (age 58) has served as an independent director of Freshpet since February 2019. She brings 25+ years of senior leadership across media and digital, currently EVP, Chief Client Officer & Chief Business Officer at Interpublic Group (IPG), with prior CEO/Americas leadership at Dentsu (2020–2023), COO roles at Bloomberg, and executive roles at IPG Mediabrands, Universal McCann, Yahoo!, and USA Today; her core board skills emphasize Marketing, High Growth Business & Innovation, and Human Capital Management . She is independent under Nasdaq rules and serves on Freshpet’s Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interpublic Group (IPG) | EVP, Chief Client Officer & Chief Business Officer | Current | Marketing, client leadership; board skill contribution in Marketing/HG Growth/HCM |
| Dentsu Inc. | CEO/Americas | Jan 2020–Sep 2023 | Led large operating region; scaling, growth expertise |
| Bloomberg Media / Bloomberg LP | Chief Operating Officer (Media, 2014); Deputy Chief Operating Officer (LP, 2017) | 2014–2017+ | Operational leadership; digital/media transformation |
| IPG Mediabrands / Universal McCann | CEO North America & President Global Clients; Global CEO, Universal McCann | Not disclosed | Global agency leadership; marketing and human capital expertise |
| Yahoo! | Vice President, Worldwide Strategy & Solutions | Not disclosed | Digital strategy |
| USA Today | Senior Vice President (after 18 years at company) | Not disclosed | Media operations and leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Advertising Federation | Board of Directors, Vice Chair | Current | Industry leadership; marketing governance |
| The Ad Council | Executive Board Member | Current | Social impact campaigns and governance |
Board Governance
- Independence and service: Independent director; member of Nominating & Governance (N&G). She chaired N&G until June 2024; N&G is now chaired by Leta Priest (2024) and comprised of Priest (Chair), Kelley, and Lauri Kien Kotcher; N&G met 4 times in 2024 .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Board fully declassified as of 2025; independent Chair (Walter N. George III) .
- Governance enhancements: The Board updated Governance Guidelines and committee charters in Feb 2024; formalized Operations & FSQA as a standing committee and allocated ESG oversight; adopted a conflicts-of-interest policy in Feb 2024 overseen by N&G .
- Related party transactions: None requiring disclosure under SEC rules; policy administered by Audit Committee .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard for non-employee directors serving full year |
| Committee membership fee(s) | $7,500 per committee; $15,000 for chair | Paid in cash |
| Board Chair retainer (reference) | $140,000 | For board chair only |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Shares Granted | Total ($) |
|---|---|---|---|---|
| Jacki S. Kelley (2024) | 81,003 | 119,946 | 1,095 | 200,949 |
- Stock ownership guidelines for directors: Expected to own common stock valued at ≥3× the cash retainer (assessed annually) .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Restricted common stock grants | None disclosed for directors (time-based) | Not specified; Lawrence Coben’s award accelerated at retirement, indicating time-based vesting framework |
No director PSUs/options or performance-linked metrics are disclosed for non-employee directors in 2024; equity is time-based restricted stock .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Interpublic Group (IPG) | Public company | EVP (management, not director) | Marketing supplier ecosystem; no FRPT related-party transactions disclosed |
| American Advertising Federation | Non-profit | Vice Chair, Board | Industry body; no FRPT RPTs disclosed |
| The Ad Council | Non-profit | Executive Board Member | Social campaigns; no FRPT RPTs disclosed |
No other public company directorships disclosed; no related person transactions requiring reporting .
Expertise & Qualifications
- Top skills highlighted: Marketing, High Growth Business & Innovation, Human Capital Management .
- Broader skills coverage (board matrix includes Kelley in select categories): Risk Management and Capital Allocation skills where named among multiple directors .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jacki S. Kelley | 9,661 | <1% | As of April 23, 2025; 48,774,818 shares outstanding |
- Director stock ownership guidelines: ≥3× cash retainer; compliance status is assessed annually, but individual compliance for directors is not disclosed; no pledging disclosed .
Governance Assessment
- Strengths:
- Independence and committee engagement (N&G member; former chair). N&G oversees board composition, governance policies, conflicts monitoring, and evaluations; met 4 times in 2024—solid engagement cadence .
- Alignment through equity: Annual restricted stock grants provide shareholder alignment; director ownership guidelines (≥3× retainer) reinforce long-term alignment .
- Board governance upgrades (2024–2025): Declassification, ESG oversight allocation, formal Ops & FSQA committee, conflicts policy with N&G oversight—signals responsiveness to investor feedback and governance modernization .
- Watch items / RED FLAGS:
- Section 16(a) delinquency: Forms 4 for the March 15, 2024 restricted stock award were not timely filed for multiple insiders, including Ms. Kelley, due to administrative oversight—minor compliance lapse to monitor .
- Time-based equity for directors: No disclosed performance metrics for director equity; while common market practice, investors focused on pay-for-performance may prefer director equity tied to service and share ownership guidelines rather than performance metrics (current program is service-based) .
- Additional signals:
- Board met 5 times; all directors ≥75% attendance and attended the 2024 annual meeting—acceptable engagement standard .
- No related-party transactions reported—reduces conflict risk .
- Strong shareholder support on say-on-pay (97% in 2024) reflects confidence in compensation governance broadly, though applies to executives rather than directors .
Committee Assignments and Roles (2024–2025 context)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Member; Chair until June 2024 | 4 | Oversees governance guidelines, board composition, conflicts policy; independent membership |
Board independence: All directors except CEO (Cyr) are independent; independent Chair (George) .
Director Compensation Program Summary (for context)
| Item | 2024 Program |
|---|---|
| Cash retainer | $70,000 (non-employee directors); $140,000 for Board Chair |
| Committee fees | $7,500 member; $15,000 chair (per committee) |
| Equity | Restricted common stock; 2024 grant value $119,946; typical shares ~1,095 |
Insider Filings and Trades
| Date/Item | Disclosure | Note |
|---|---|---|
| March 15, 2024 | Director restricted stock awards (1,095 shares typical) | Forms 4 not timely filed for several insiders including Ms. Kelley due to administrative oversight |
Beyond the above, no director-specific trading activity is disclosed in the proxy; no pledging or hedging disclosures specific to Ms. Kelley are noted; related party transactions: none .
Say-on-Pay & Shareholder Feedback (Board-level signal)
| Item | 2024 Outcome |
|---|---|
| Say-on-Pay approval | >97% support |
| Committee response | Continued alignment; WTW as independent advisor; program changes and retention actions described (executive-focused) |
Conclusion
Jacki Kelley is a seasoned independent director with deep marketing and growth leadership, active N&G oversight (including prior chair tenure), and acceptable attendance. Governance is trending positive (policies and structure upgraded; no related-party transactions), with a minor compliance flag on 2024 Section 16(a) timeliness to monitor. Ownership alignment is supported by director equity and robust ownership guidelines, and her beneficial ownership is disclosed; overall signals are supportive of board effectiveness and investor confidence .