Joseph Scalzo
FreshpetAbout Joseph E. Scalzo
Joseph E. Scalzo (age 66) is an independent director of Freshpet, Inc. (FRPT) since August 21, 2023, bringing 30+ years of consumer packaged goods leadership, including CEO roles at The Simply Good Foods Company, Atkins Nutritionals, and WhiteWave Foods, with senior posts at Dean Foods, Gillette, and Coca‑Cola; he began his career at Procter & Gamble . He serves on Freshpet’s Operations & FSQA Committee and is considered independent under Nasdaq rules; all directors other than the CEO are independent . He also serves on the board of TreeHouse Foods (audit and compensation committees) and has been a partner at Centerview Capital since September 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Simply Good Foods Company | Chief Executive Officer | Not disclosed | Led branded nutrition business |
| Atkins Nutritionals, Inc. | Chief Executive Officer | Not disclosed | Led brand turnaround/growth |
| WhiteWave Foods Company | Chief Executive Officer | Not disclosed | Led branded food portfolio |
| Dean Foods | Senior executive roles | Not disclosed | Senior operating leadership |
| The Gillette Company | Senior executive roles | Not disclosed | Senior operating leadership |
| The Coca‑Cola Company | Senior executive roles | Not disclosed | Senior operating leadership |
| Procter & Gamble | Early career | Not disclosed | Entry into CPG industry |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| TreeHouse Foods, Inc. (NYSE: THS) | Director | April 2022 | Audit and Compensation Committees |
| Centerview Capital | Partner | September 2024 | Branded packaged goods investment focus |
| HNI Corp. | Former Director | Not disclosed | Former public co. directorship |
| Earthbound Farms | Former Director | Not disclosed | Former directorship |
| Focus Brands | Former Director | Not disclosed | Former directorship |
Board Governance
-
Committee assignments and chair roles
- Operations & FSQA Committee member (Operations and Food Safety/Quality oversight; committee met 4x in 2024) .
- No disclosed chair role at FRPT .
-
Independence, attendance, engagement
- Independent director under Nasdaq rules; all non‑CEO directors are independent .
- Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings during their service; all directors serving at the time attended the 2024 annual meeting .
-
Board structure and governance practices
- Independent, non‑executive Chair (Walter N. George III) and declassified Board (annual elections beginning 2025) .
- Majority voting in uncontested elections; director resignation policy; no poison pill; no supermajority provisions; proxy access; clawback policy adopted (2023); formal conflicts policy (Feb 2024) .
Fixed Compensation (Director 2024)
| Component | Amount | Detail |
|---|---|---|
| Cash retainer and committee fees | $77,500 | Non‑employee director annual cash retainer $70,000; committee membership fees $7,500 (committee chairs $15,000). Scalzo’s 2024 cash total: $77,500 . |
| Equity award (Restricted Common Stock) – grant date fair value | $119,946 | Annual director equity (restricted Common Stock); grant date fair value per ASC 718 . |
| Equity – number of shares | 1,095 | Shares associated with 2024 director equity grant . |
| Total 2024 director compensation | $197,446 | Sum of cash and equity . |
Notes:
- The table reflects all non‑employee director awards outstanding at year‑end 2024 (except as noted for a retired director). Specific vesting schedule for director awards was not detailed in the proxy; equity awards are reported at grant‑date fair value per ASC 718 .
Performance Compensation (Directors)
| Item | Status | Notes |
|---|---|---|
| Performance‑based metrics (PSUs/TSR/etc.) | Not applicable for non‑employee directors | Annual director equity is time‑based restricted stock per director compensation section; no director‑specific performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| TreeHouse Foods, Inc. | Public | Director; Audit and Compensation Committees | No Freshpet related‑party transactions requiring disclosure in 2024/2025; Audit Committee oversees related‑party reviews . |
| Centerview Capital | Private investment firm | Partner | Company adopted a formal Conflicts Policy (Feb 2024) requiring disclosure and NG Committee oversight of actual/potential conflicts . |
Expertise & Qualifications
- Top three skills identified by FRPT: High Growth Business & Innovation; Capital Allocation; Marketing .
- Broad CEO/operating experience across branded food and consumer companies; governance experience on public company boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date/Context |
|---|---|---|---|
| Joseph E. Scalzo | 2,608 | <1% | Based on 48,774,818 shares outstanding as of April 23, 2025 . |
-
Non‑employee director stock ownership guideline: at least 3x the annual cash retainer (measured each year’s first trading day). Individual compliance status for directors not disclosed .
-
Hedging/Pledging: Company policy prohibits short sales, derivative/speculative transactions, and hedging or pledging by directors, officers, and employees .
Governance Assessment
-
Positives and investor‑confidence signals
- Independent director with deep CPG operating and CEO experience relevant to Freshpet’s growth and operations agenda; assigned to Operations & FSQA (operations and food safety oversight) .
- Standard, balanced director pay structure with material equity component ($119,946 restricted stock vs. $77,500 cash in 2024), aligning interests with shareholders .
- Strong board governance framework: independent chair, majority voting, declassified board, proxy access, clawback, anti‑hedging/pledging, and formal conflicts policy .
- Shareholder support: 2024 Say‑on‑Pay approval over 97%, indicating favorable governance/compensation sentiment among investors .
-
Potential risks/RED FLAGS
- Related‑party/Conflicts: No related person transactions requiring disclosure; a Conflicts Policy requires disclosure/oversight of director conflicts (e.g., investment firm affiliations). No specific conflicts disclosed for Scalzo .
- Overboarding: Corporate Governance Guidelines require notice and review for new public boards; no explicit board‑count limit. Scalzo holds one other current public directorship (THS) and a private investment role; Board’s policy addresses time commitments .
- Attendance: Company disclosed that all directors met ≥75% attendance; no individual shortfalls disclosed .
-
Implications
- Scalzo’s operations and growth background is additive to FSQA and scaling priorities, while equity‑heavy director pay supports alignment. Formalized conflicts oversight and anti‑hedging/pledging mitigate alignment and conflict risks; absence of related‑party transactions is supportive for governance quality .