Nishu Patel
FreshpetAbout Nishu Patel
Freshpet’s Chief Accounting Officer (CAO) since April 1, 2024; age 39; joined Freshpet as VP, Corporate Controller in June 2023 after 15 years at Ernst & Young, most recently as Senior Manager; CPA with an MBA in Accounting and a BA in Psychology . Company performance context during her tenure ramp: FY2024 net sales grew 27.2% to $975.2M, net income was $46.9M (vs. $33.6M loss in 2023), gross margin expanded to 40.6%, and Adjusted EBITDA grew ~140% to $161.8M . Over five years, the Company’s cumulative TSR index reached 250.65 vs. 143.37 for its compensation peer group (Pay vs. Performance disclosure) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Freshpet | Chief Accounting Officer | Apr 2024–Present | Not disclosed in filings (CAO role) |
| Freshpet | VP, Corporate Controller | Jun 2023–Mar 2024 | Not disclosed in filings |
| Ernst & Young LLP | Various roles incl. Senior Manager | 15 years through 2023 | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed |
Fixed Compensation
| Component | 2024/Current Detail |
|---|---|
| Base salary | Not individually disclosed for Ms. Patel (she is not listed as a Named Executive Officer in the proxy) |
| Target bonus % | Not individually disclosed |
| 401(k) company match | 4% match; available to US employees including executives |
| Pension/SERP/Non-qualified deferred comp | Company does not maintain pension or non-qualified deferred comp plans |
Performance Compensation
| Plan element | 2024 design | Metric weight | Outcome/payout |
|---|---|---|---|
| Annual incentive (NEO plan) | Financial metrics (Net Sales, Adjusted EBITDA) plus Responsible Business Goals | Financial: 90%; Responsible Business Goals: 10% | 2024 annual incentives earned at 233% of target (NEOs) |
Responsible Business Goals (component of annual incentive)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout mapping |
|---|---|---|---|---|---|---|
| Employee Satisfaction (eNPS) | 20% | 7.60–8.29 | 8.30–8.49 | 8.50 | 8.21 | Points-to-payout scale used; 9/15 points → 80% of RBG target |
| Employee Safety (TRIR) | 20% | 4.4–3.28 | 3.27–2.52 | 2.51 | 3.33 | See scale above |
| Org. Effectiveness (communication pulse) | 20% | 34%–39% | 40%–45% | 46% | 36.5 | See scale above |
| Salaried Employee Development ($/person) | 20% | $695–$750 | $751–$899 | $900 | $953 | See scale above |
| Cybersecurity & Data Privacy (training completion) | 20% | 60%–74% | 75%–84% | 85% | 99% | See scale above |
Notes:
- Equity for NEOs was historically front‑loaded options (last in 2020); beginning 2025, program moves to annual, equal‑mix PSUs/RSUs with 3‑year goals in cumulative Net Sales, average Adjusted EBITDA Margin, and Relative TSR; RSUs vest in equal thirds over 3 years .
- January 3, 2025 retention grants (CE0/President/CHRO) mix 50% PSUs/50% RSUs; PSUs: 80%–120% payout band; double‑trigger acceleration post‑CIC; RSUs vest 1/3 annually over 3 years .
- Ms. Patel’s individual incentive targets/awards and any equity grants are not disclosed in the proxy (non‑NEO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines (executives) | CEO: 4x base pay; NEOs (other than CEO): 3x; other senior executive officers: up to 2x based on seniority; five years to comply; must retain at least 50% of vested equity if non‑compliant |
| Hedging/pledging | Hedging prohibited; holding in margin accounts and pledging company stock prohibited |
| Trading controls | Trading windows, pre‑clearance for designated insiders; 10b5‑1 plan requirements with cooling‑off periods (90–120 days for Section 16 officers) |
| Individual beneficial ownership (Patel) | Not individually disclosed in 2025 proxy (non‑NEO) |
| Group ownership | Directors and executive officers as a group (19 persons): 2,160,264 shares, 4.43% of outstanding as of Apr 23, 2025 |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed Chief Accounting Officer effective April 1, 2024 |
| Family relationships | None among directors/executive officers |
| Related party transactions | None for Ms. Patel under Item 404(a) at appointment |
| Severance framework | In 2024, FRPT adopted the “Key Executive Severance Plan” (standardized, no single‑trigger CIC vesting, no tax gross‑ups; includes enhanced non‑compete/non‑solicit and confidentiality/IP provisions); NEOs became subject to it on Aug 27, 2024 |
| Potential payments (NEO examples) | Illustrative NEO terms as of 12/31/24: CEO involuntary term: 1.5x base+target bonus over 18 months; CEO involuntary post‑CIC: 1.5x base+target bonus over 36 months; Other NEO involuntary term: salary+target bonus over 24 months; post‑CIC: salary+target bonus over 36 months; COBRA est. 18 months; equity acceleration per award terms (see CFO/COO examples) |
| Clawback | Committee oversees the Company’s Compensation Recoupment Policy |
Note: The proxy specifies NEO coverage; it does not explicitly enumerate Ms. Patel’s (CAO) coverage or personalized severance/CIC terms in public filings .
Compensation Structure Analysis
- Shift to annual equity with PSUs/RSUs from 2025 replaces prior front‑loaded options, improving ongoing alignment and retention while enabling refreshed 3‑year goals (Net Sales, EBITDA Margin, Relative TSR) .
- 2024 payouts at 233% of target reflect significant outperformance of financial goals; the design still reserves 10% of target for quantifiable Responsible Business Goals, which paid at 80% for 2024 .
- No tax gross‑ups and no single‑trigger CIC vesting; adoption of a standardized severance plan reduces idiosyncratic arrangements and strengthens restrictive covenants (non‑compete/non‑solicit, IP) .
Performance & Track Record
- Company performance in 2024: net sales +27.2% to $975.2M; net income $46.9M; gross margin 40.6%; Adjusted EBITDA $161.8M (~+140%) .
- Pay‑versus‑Performance disclosure shows cumulative five‑year TSR index of 250.65 vs. 143.37 for the compensation peer group .
- Individual project achievements or accounting transformations under the CAO are not detailed in filings.
Compensation Committee & Governance Context
- Compensation Committee members: Daryl G. Brewster (Chair), Leta D. Priest, David West .
- Independent consultant WTW supported 2024 decisions; Say‑on‑Pay approval “over 97%” in 2024 .
- Conflict of Interest Policy adopted Feb 22, 2024; no family relationships among directors/executive officers .
Compensation Peer Group (for context)
- Peer set used in Pay‑vs‑Performance and compensation context includes names such as BellRing, Celsius, Central Garden & Pet, Medifast, Simply Good Foods, Utz, Vital Farms, YETI, among others (full list in proxy) .
Investment Implications
- Alignment and selling pressure: Robust insider policy prohibits hedging and pledging, requires pre‑clearance and trading windows, and supports 10b5‑1 usage—reducing misaligned incentives and unmanaged selling pressure for Section 16 officers like the CAO .
- Retention and incentives: The shift to annual PSUs/RSUs (starting 2025) and standardized severance enhances retention scaffolding across the leadership team; however, Ms. Patel’s specific grant history, vesting calendar, and ownership size are not disclosed, limiting visibility into her personal at‑risk equity alignment .
- Pay‑for‑performance signal: 2024 plan paid 233% of target given outsized financial performance; continued use of multi‑year PSUs tied to Net Sales, EBITDA Margin, and Relative TSR suggests tighter linkage to durable value creation going forward .
- Governance risk: No tax gross‑ups; no single‑trigger CIC vesting; explicit clawback oversight; no related‑party items disclosed for Ms. Patel—low governance red flags in available disclosures .
Data gaps: Ms. Patel is not a Named Executive Officer in the 2025 proxy; therefore, base salary, target bonus, equity grant specifics, ownership amounts, and individual severance coverage are not itemized. Monitoring future proxies, 8‑Ks, and Form 4 filings would be essential for updates.