Leta Priest
FreshpetAbout Leta D. Priest
Independent director of Freshpet (FRPT) since September 2018; age 65 as of April 30, 2025. Over 30 years of executive leadership in retail and consumer packaged goods, including senior merchandising and private brands roles at Walmart and Safeway. Currently chairs Freshpet’s Nominating & Governance Committee and serves on the Compensation & Human Capital Management Committee; the Board affirms her independence under Nasdaq rules. Education not disclosed.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Walmart | Senior Vice President & General Merchandising Manager, Fresh Food | 2009–2015 | Key leader during Walmart’s grocery expansion, overseeing Fresh Food |
| Walmart | Senior Vice President & General Merchandising Manager (other food areas) | Jan 2007–2015 | Senior leadership across additional food categories |
| Walmart | Vice President, Food Development | May 2003–Nov 2015 | Product development leadership in food |
| Safeway | Vice President, Corporate Brands, North America | Jan 1998–Apr 2003 | Led private label/brands strategy |
| The Torbitt & Castleman Company; Dole Food Company | Senior brand/product development roles | 11 years (prior to 1998) | Senior leadership across brand mgmt and product development |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Milo’s Tea Company | Director (private company board) | Since Apr 2018 | Private company directorship disclosed |
| Gehl Foods | Director (private company board) | Nov 2019–Jun 2024 | Private company directorship disclosed |
| Other public company boards | — | — | No current public company directorships disclosed in FRPT proxy biography |
Board Governance
- Independence: The Board states all directors other than the CEO were independent in 2024; committees are entirely independent. Priest is independent and eligible for Nom/Gov and Compensation committees.
- Committees and roles (2024): Chair, Nominating & Governance (since June 2024); Member, Compensation & Human Capital Management.
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting. Nom/Gov met 4 times; Compensation met 9 times.
- Governance leadership: As Nom/Gov Chair, she led updates to governance practices and comprehensive Board evaluation/succession planning in 2024.
| Item | Detail |
|---|---|
| Board structure | Independent, non-executive Chair separate from CEO |
| Committees (Priest) | Chair, Nominating & Governance (since Jun 2024) ; Member, Compensation & HCM |
| Meetings in 2024 | Board: 5; Nom/Gov: 4; Comp & HCM: 9 |
| Attendance | All directors ≥75% of Board/committee meetings; all attended 2024 annual meeting |
Fixed Compensation (Director)
| Director (2024) | Cash Fees ($) | Equity Grant Fair Value ($) | Shares Granted | Total ($) |
|---|---|---|---|---|
| Leta D. Priest | 88,997 | 119,946 | 1,095 | 208,943 |
| Notes | Annual cash retainer $70,000; Board Chair $140,000; committee member $7,500; committee chair $15,000 (Priest became Nom/Gov Chair in June 2024; cash appears prorated) |
Director Compensation Program (Structure)
- Non-employee director annual cash retainer: $70,000; Board Chair: $140,000; committee member fee: $7,500; committee chair fee: $15,000. Grants made under 2014 Plan (aggregate grant date fair value shown).
Performance Compensation (Director)
| Component | Type | Grant Basis | Amount/Terms |
|---|---|---|---|
| Annual director equity | Restricted Common Stock (under 2014 Plan) | Annual non-employee director grant (aggregate grant-date fair value) | 1,095 shares; $119,946 fair value (FASB ASC 718) |
- Performance metrics: Director equity is time-based; no director-specific operational performance metrics disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Priest |
| Private/company boards | Milo’s Tea (since Apr 2018); Gehl Foods (Nov 2019–Jun 2024) |
| Interlocks/Conflicts | None disclosed; no related person transactions requiring reporting |
Expertise & Qualifications
- Board-identified top skills: Fresh Food Retail & Pet Industries; High Growth Business & Innovation; Human Capital Management.
- Career depth: Senior merchandising and product development leadership at Walmart and Safeway; broad CPG experience across brand and private label.
- Governance leadership: Chaired Nom/Gov through 2024 enhancements to governance practices and Board evaluations.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date / Shares O/S |
|---|---|---|---|
| Leta D. Priest | 10,735 | <1% (*) | April 23, 2025; 48,774,818 shares outstanding |
Ownership alignment and policies
- Director stock ownership guideline: Non-employee directors expected to hold stock equal to ≥3x the cash retainer (measured each year’s first trading day). Individual compliance status not disclosed.
- Hedging/pledging: Company Insider Trading Policy prohibits short sales, hedging and pledging transactions.
- Pledges/loans: No pledging or loans disclosed; no related person transactions requiring reporting.
Governance Assessment
Positives
- Demonstrated governance leadership as Nom/Gov Chair (updated governance practices; formalized Board evaluation/succession approach).
- Strong engagement: committees fully independent; directors met attendance thresholds; Board/committee cadence robust.
- Alignment policies: Director ownership guideline (3x retainer); hedging/pledging prohibited; conflict of interest policy (Feb 22, 2024) overseen by Nom/Gov.
- No related-party transactions; no family relationships; Compensation Committee independent with 9 meetings in 2024.
Potential watch items
- Company disclosed some late Form 4s in 2024 for certain insiders (not including Priest), attributed to administrative oversight. Monitor timeliness culture and controls.
- Board overboarding policy relies on prior notice and assessment rather than explicit numeric limits; continued monitoring advisable as external commitments evolve.
Shareholder signals
- Say-on-Pay support at 2024 annual meeting exceeded 97%, indicating broad investor support for compensation governance.
Compensation Committee context
- Composition: Daryl G. Brewster (Chair), Leta D. Priest, David J. West; fully independent.
- Director compensation informed by Willis Towers Watson; program uses cash retainers plus annual equity.
Red flags
- None specific to Priest disclosed (no related-party dealings, no attendance shortfall, no pledging/hedging).