Lauri Kien Kotcher
FreshpetAbout Lauri Kien Kotcher
Independent director at Freshpet since April 9, 2024; age 64. Currently serves on the Nominating & Governance Committee and has been affirmed independent under Nasdaq/SEC rules for that committee. Prior roles include CEO of Quip (also a board member) since August 2023, CEO of The Shade Store (Oct 2021–May 2022), CEO of Hello Products (Jan 2015–Jan 2021), and CMO of Godiva (2009–2013); earlier, Partner at McKinsey for 15 years with prior marketing leadership roles at Lehman Brothers and Pfizer Consumer Healthcare. Core board skill tags disclosed by Freshpet: Marketing, High Growth Business & Innovation, and Human Capital Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quip NYC Inc. | Chief Executive Officer and Director | Since Aug 2023 | Consumer products operator; private company board role . |
| The Shade Store | Chief Executive Officer | Oct 2021–May 2022 | Consumer/home retail leadership . |
| Hello Products | Chief Executive Officer | Jan 2015–Jan 2021 | Built high-growth personal care brand . |
| Godiva Chocolatier | Chief Marketing Officer | 2009–2013 | Global brand/marketing leadership . |
| McKinsey & Company | Partner | 15-year tenure (dates not individually disclosed) | Strategy/operator toolkit . |
| Lehman Brothers; Pfizer Consumer Healthcare | Marketing leadership roles | Not disclosed | Marketing/CPG experience . |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Quip NYC Inc. | Private | CEO and Director | Since Aug 2023 . |
| Farmer’s Fridge | Private | Director | Service disclosed; dates not specified . |
| LXRandCo, Inc. | Public (historical) | Director (prior) | Former directorship; dates not specified . |
| Other public company boards | — | — | None disclosed as current, beyond FRPT . |
Board Governance
- Committee assignment: Nominating & Governance Committee member; not a chair .
- Independence: Board states all directors other than the CEO are independent; specifically, she meets independence for the Nominating & Governance Committee .
- Board/committee activity in 2024:
- Board met 5 times; all directors met ≥75% attendance; all directors then serving attended the 2024 Annual Meeting .
- Nominating & Governance Committee met 4 times in 2024 .
| Body | 2024 Meetings | Role (Kien Kotcher) | Independence |
|---|---|---|---|
| Board of Directors | 5 | Director | Independent (board-level; CEO excepted) . |
| Nominating & Governance | 4 | Member | Independent under SEC/Nasdaq . |
Governance scaffolding: Independent non-executive Chair; majority voting and director resignation policy; declassified board; no poison pill; conflict-of-interest policy adopted Feb 2024 with oversight by Nominating & Governance; SEC/Dodd-Frank compliant clawback adopted Oct 2023 .
Fixed Compensation (Director)
Program terms (non-employee directors, 2024):
- Annual cash retainer: $70,000; Board Chair: $140,000
- Committee membership fee: $7,500; Committee chair fee: $15,000
- Plus annual equity (restricted common stock) grant; see actuals below .
Her 2024 actual director pay (partial-year, joined April 2024):
| Component | Amount/Detail |
|---|---|
| Fees Earned (Cash) | $56,422 . |
| Equity (Restricted Common Stock) – Grant Date Fair Value | $119,946; 1,046 shares granted . |
| Total | $176,367 . |
| Notes | Fees reflect pro-rated retainer and committee service in 2024; equity awards for non-employee directors were granted under the 2014 Plan . |
Stock ownership guidelines for directors: 3x the cash retainer value, calculated on the first trading day of each year .
Performance Compensation
Freshpet does not tie non-employee director pay to performance metrics; director equity is time-based restricted stock per the program description. For context on board oversight of pay-for-performance (executive program), Freshpet’s most important financial measures used to link pay to performance in 2024 were Net Sales and Adjusted EBITDA (including “before bonus accrual”), with a Responsible Business Goals component featuring employee and cybersecurity metrics .
2024 Responsible Business Goals (executive AIP component) – metrics, weights, and actuals:
| Responsible Business Goal | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Employee Satisfaction (eNPS) | 20% | 7.60–8.29 | 8.30–8.49 | 8.50 | 8.21 . |
| Employee Safety (TRIR) | 20% | 4.4–3.28 | 3.27–2.52 | 2.51 | 3.33 . |
| Organizational Effectiveness (Comms) | 20% | 34%–39% | 40%–45% | 46% | 36.5 . |
| Salaried Employee Development ($/person) | 20% | $695–$750 | $751–$899 | $900 | $953 . |
| Cybersecurity/Data Privacy (training completion) | 20% | 60%–74% | 75%–84% | 85% | 99% . |
Approved 2024 annual incentive payouts reflected a 233% of target corporate score for NEOs, with disclosed individual amounts (e.g., CEO $1,584,400) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond FRPT . |
| Private company boards | Quip (also CEO) since Aug 2023; Farmer’s Fridge (director) . |
| Prior public company boards | LXRandCo, Inc. (prior director) . |
| Interlocks / related entities | No related-person transactions requiring disclosure; Audit Committee oversees related-party review policy . |
| Overboarding policy | Prior notice required before joining another public company board; board may require resignation if service would interfere with duties; no numeric cap . |
Expertise & Qualifications
- Top three board skills: Marketing; High Growth Business & Innovation; Human Capital Management (as disclosed in skills matrix) .
- Operator and brand leader with CEO/CMO experience at consumer brands and 15 years as McKinsey partner .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (4/23/2025) | 1,046 shares; <1% of outstanding . |
| Shares outstanding (reference) | 48,774,818 (as of 4/23/2025) . |
| Director ownership guideline | ≥3x cash retainer (≥$210,000 based on $70,000 retainer) . |
| Estimated value of holdings | ~$154,627 using 12/31/2024 closing price $148.11 × 1,046 shares . |
| Guideline status | Below 3x retainer based on 12/31/2024 valuation; proxy does not specify a compliance timeframe for new directors . |
| Pledged/hedged | Not disclosed . |
Governance Assessment
- Board effectiveness: Newly added independent director with strong CPG/marketing/CEO experience, seated on the Nominating & Governance Committee (which met 4x in 2024), supporting board refresh and governance oversight. The board maintains independent Chair, annual elections (declassified), majority voting, resignation policy, and no poison pill—positive governance signals .
- Independence/engagement: Freshpet reports all directors met ≥75% attendance in 2024 and that all committees are fully independent; the board met 5x in 2024—consistent with engaged oversight .
- Compensation alignment: Director pay mix favors equity (approx. 68% equity, 32% cash for her 2024 partial year), aligning with shareholders. Executive pay overseen by an independent committee advised by WTW; Say-on-Pay support exceeded 97% at the 2024 meeting—supportive of pay-for-performance credibility .
- Conflicts and related-party risks: No related-person transactions reported for 2024/2025; new Conflict of Interest Policy (Feb 2024) with N&G oversight reduces conflict risk .
- Ownership alignment: Early tenure means holdings remain below 3x-retainer guideline by the 12/31/2024 price math; proxy does not specify a transition window. This is a monitoring item rather than a failure, given her 2024 appointment .
RED FLAGS
- None disclosed. Monitor progress toward meeting director ownership guideline over time (policy lacks an explicit timeframe) .