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Lisa Alexander

General Counsel and Corporate Secretary at FreshpetFreshpet
Executive

About Lisa Alexander

Lisa Alexander, 66, is Freshpet’s General Counsel (since December 2023) and Corporate Secretary (since April 2024) with three decades of senior legal leadership across food tech, flavors/fragrances, and IP-heavy industries . During her tenure, Freshpet delivered a breakout FY2024: net sales rose 27.2% to $975.2M, Adjusted EBITDA increased over 140% to $161.8M, and net income reached $46.9M versus a prior-year loss; a $100 investment at 12/31/2019 would have grown to $250.65 by 12/31/2024, indicating strong TSR over this period . Company-wide pay design emphasizes pay-for-performance (net sales, Adjusted EBITDA, and “Responsible Business Goals”), a new clawback policy (Oct 2023), strengthened conflicts policy (Feb 2024), and anti-hedging/pledging rules—all directly relevant to legal oversight and governance led by the GC’s office .

Past Roles

OrganizationRoleYearsStrategic Impact
Freshpet, Inc.General Counsel; Corporate SecretaryGC since Dec 2023; Corp. Sec. since Apr 2024Oversees legal, governance, SEC disclosure and board processes during multi-year governance transformation and accelerated growth .
Perfect DayGeneral CounselFeb 2022 – Jan 2023Led legal function at food technology start-up operating in novel regulatory and IP spaces .
Amyris (Nasdaq: AMRS)VP, Sr. Transactions CounselMay 2019 – Feb 2022Executed complex strategic and financing transactions in synthetic biology sector .
Firmenich (Americas)General Counsel, AmericasMar 2007 – Dec 2018Led regional legal for a major flavor & fragrance company, including commercial, regulatory, and M&A support .
InterDigitalSenior Legal RolesJan 1995 – Mar 2007IP and transactions leadership at wireless technology innovator .
Major NY/Philadelphia Law FirmsSecurities & M&A AttorneyEarly careerCapital markets and M&A foundations .

External Roles

No public company directorships or external board seats disclosed for Ms. Alexander .

Fixed Compensation

Freshpet’s 2025 Proxy identifies named executive officers (NEOs) for 2024 as CEO, President, CFO, CHRO, and COO; Ms. Alexander was not an NEO, and her base salary and target bonus were not itemized in the Summary Compensation Table .

Performance Compensation

Freshpet’s annual incentive program (AIP) uses company-wide financial metrics (Net Sales, Adjusted EBITDA before bonus accrual) plus Responsible Business Goals for executives; NEO results are disclosed, illustrating pay-for-performance calibration. All bonus-eligible employees share the financial formula; NEOs had a 10% weighting for Responsible Business Goals (others: 100% financial) .

2024 AIP metrics and outcomes (company-level):

MetricWeight (Target)ThresholdTargetMaximumActualNotes
Net Sales ($MM)45% $900 $950 $1,000 $975.2 Company delivered +27.2% growth to $975.2M .
Adjusted EBITDA before bonus accrual ($MM)45% $110.0 $124.1 $181.0 $184.3 Above maximum; NEO financial element capped at 250% .
Responsible Business Goals (points)10% 6 10 15 9 Paid at 80% of target for this element .
  • Result: NEO AIP earned 233% of target for 2024; broader eligible employees paid solely on financial element at 250% .

Long-term incentives (context for senior executives):

  • 2025 shift to annual 50/50 PSUs and RSUs with three-year cumulative Net Sales, average Adjusted EBITDA Margin, and Relative TSR goals; double-trigger CIC protection for new awards; aligns with shareholder feedback and market practice .
  • 2020–2024 multi-year performance options vested at 86.3% based on 2024 Net Sales and Adjusted EBITDA achievement, reinforcing outcome-based equity vesting .

Note: Ms. Alexander’s specific equity grant amounts and payouts are not itemized in the proxy as she was not an NEO for 2024 .

Equity Ownership & Alignment

  • Stock ownership guidelines: CEO 4x salary; NEOs (other than CEO) 3x; other senior executive officers up to 2x salary, based on seniority; 5-year compliance window; 50% retention of vested equity if below guideline .
  • Anti-hedging and anti-pledging: Insider Trading Policy prohibits hedging, pledging, short sales, derivative and speculative transactions—reducing misalignment and margin-call risk .
  • Clawback: Compensation Recoupment Policy (effective Oct 2, 2023) mandates recovery of excess incentive-based pay in restatement scenarios, with discretionary recovery for misconduct .
  • Conflict of Interest Policy (Feb 2024): codifies disclosure and remediation processes for directors and Section 16 officers .

Insider filings (trading signal transparency):

Date FiledTransaction DateFormLink
Mar 13, 2025Mar 11, 2025Form 4 (Lisa Axt Alexander)https://investors.freshpet.com/sec-filings/sec-filing/4/0000929638-25-001129
Sep 11, 2025Sep 10, 2025Form 4 (Lisa Axt Alexander)https://www.sec.gov/Archives/edgar/data/2040512/000092963825003441/xslF345X03/form4.xml

Note: Freshpet’s 2024 proxy reported some late Section 16 filings during 2024 for certain insiders; Ms. Alexander was not listed among those late filers .

Employment Terms

  • Key Executive Severance Plan (adopted Aug 27, 2024): standardized severance superseding legacy agreements, with enhanced confidentiality, non-compete and non-solicitation, and IP assignment provisions; no single-trigger CIC vesting and no tax gross-ups; double-trigger vesting provisions apply to equity upon qualifying termination post-CIC. Plan reflects market practice and aims to reduce retention risk volatility .
  • Company-wide governance enhancements during 2024–2025 include: updated Conflict of Interest Policy (Feb 2024), Compensation Recoupment Policy (Oct 2023), and strengthened non-compete policies following investor engagement—indicative of robust controls under the GC’s remit .

Investment Implications

  • Alignment: Strong governance scaffolding—stock ownership requirements, clawbacks, and anti-hedging/pledging—supports long-term alignment and reduces forced-selling risk; executives’ incentives are increasingly performance-based (PSUs with Net Sales, EBITDA margin, and Relative TSR) .
  • Retention risk: The 2024 adoption of a standardized severance plan and 2025 transition to recurring, performance-linked equity awards improve continuity for senior leaders (including the legal function), reducing the need for ad hoc retention grants and stabilizing leadership through growth and potential M&A cycles .
  • Execution record: FY2024 results (revenue growth, profitability inflection, margin expansion) and high Say-on-Pay support (97% in 2024) suggest credible strategy execution and investor alignment; legal and governance frameworks appear to be enabling, not constraining, performance .
  • Monitoring signals: Track future Form 4s for Ms. Alexander to gauge equity vesting/sales cadence; observe any updates to the severance plan or ownership guidelines; and watch for legal/governance disclosures around major events (e.g., leadership transitions such as the CFO change in Oct 2025, where Ms. Alexander acted as signatory) .

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