Thembeka Machaba
FreshpetAbout Thembeka Machaba
Thembeka Machaba is Chief Human Resources Officer (CHRO) at Freshpet, appointed in March 2024 after serving as SVP of Human Resources since August 2020; she is 47 years old as of April 30, 2025 . She brings 20+ years of HR leadership across Manufacturing and Food & Beverage, including Molson Coors, MillerCoors, SABMiller, AFROX, and Unilever SA . During her tenure, Freshpet delivered a breakout 2024: net sales +27.2% to $975.2 million, Net Income $46.9 million, Gross Margin 40.6% (+7 pts), and Adjusted EBITDA $161.8 million (+140% YoY), driving annual incentives to 233% of target and five-year performance stock options to vest at 86.3% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freshpet | Chief Human Resources Officer | Mar 2024–present | Leads HR strategy; part of executive team during 2024 breakout performance and executive compensation program evolution . |
| Freshpet | SVP, Human Resources | Aug 2020–Mar 2024 | Built HR capabilities amidst growth; supported retention initiatives and ESG-linked goals in prior years . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Molson Coors | VP Global HR & Org Development | Jan 2019–Aug 2020 | Led global HR and org development; multinational scope . |
| Molson Coors | Senior Director Global HR | Oct 2016–Dec 2018 | Senior HR leadership across global operations . |
| MillerCoors | Various HR roles | Aug 2012–Oct 2016 | North American HR leadership for brewing operations . |
| SABMiller (South Africa) | Senior HR roles | 2003–2011 | Senior HR roles at global brewer; talent and labor markets in South Africa . |
| AFROX (South Africa) | Training role | Prior to 2003 | Training in chemical manufacturing; early career development . |
| Unilever SA | Various HR roles | Prior to AFROX | HR roles in consumer goods; foundational HR experience . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $340,000 | $360,192 | $401,346 |
| Target Bonus (%) | — | 40% | — |
| Actual Bonus Paid ($) | $65,280 | $243,090 | $781,625 (incl. $573,180 AIP + $228,125 retention award component) |
| All Other Compensation ($) | $2,448 | $5,277 | $13,800 |
| Total Compensation ($) | $407,728 | $608,559 | $1,196,771 |
Notes:
- 2024 annual incentives across NEOs were earned at 233% of target on company performance .
- Machaba’s 2024 bonus includes $228,125 tied to a 2023 retention award payout component .
Performance Compensation
Performance Stock Options (PSOs) — 2020–2024 Program (vested February 10, 2025)
| Metric | Threshold | Maximum | Actual | Vesting % |
|---|---|---|---|---|
| 2024 Net Sales (millions) | $800 | $960 | $975.2 | 90.0% of performance options |
| 2024 Adjusted EBITDA (millions) | $130.40 | $187.79 | $161.8 | 82.6% of performance options |
| Overall PSO payout | — | — | — | 86.3% earned/exercisable as of Feb 10, 2025 |
Option details earned by Machaba: 82,031 options awarded; 70,810 earned and became exercisable; 11,221 cancelled; exercise price $142.79; expiration December 24, 2030 .
January 2025 Retention Awards (PSUs/RSUs)
| Element | Grant Date Value | Mix | Metrics / Terms | Vesting |
|---|---|---|---|---|
| Retention PSUs | Part of $2,403,750 | 50% | Equally weighted on 3-year cumulative Net Sales and 3-year average Adjusted EBITDA Margin; threshold 80%, max 120%; double-trigger vesting on qualifying termination post-CIC; no retirement vesting | Earned after 3-year performance period; requires continued employment |
| Retention RSUs | Part of $2,403,750 | 50% | Service-based | Equal tranches on 1st, 2nd, and 3rd anniversaries of grant (Jan 3, 2025) subject to continued employment |
Annual Incentive Plan — Context
- 2024 result: Annual incentives earned at 233% of target on strong performance (net sales, margins, EBITDA) .
- Prior framework: 2023 plan used quantitative financial measures (90% weight) and ESG measures (10%) for senior leaders; target bonus for Machaba was 40% of base salary .
Prior ESG-linked Outcomes (indicative of CHRO impact)
| ESG Measure (2022) | Target | Result |
|---|---|---|
| Employee Net Promoter Score | 8.3 | 8.0 |
| Manufacturing Labor Turnover | ≤35% | 25% |
| Retention of Key Talent | ≥90% | 96% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 18, 2023) | 15,936 shares; less than 1% of shares outstanding |
| Stock ownership guidelines (executives) | NEOs (other than CEO) must hold common stock valued at 3x annual base pay; non-compliant executives must retain at least 50% of vested options/stock units until in compliance |
| Hedging/Pledging | Prohibited for directors, officers, and covered employees; policy bars short sales, derivatives, hedging, and pledging transactions |
| Exercisable options | 70,810 options exercisable as of Feb 10, 2025 at $142.79; expire Dec 24, 2030 |
| Unvested equity status as of Jan 1, 2025 | No unvested equity with retentive power prior to the January 2025 retention awards; performance/service periods for legacy grants concluded by Dec 31, 2024 |
Potential selling pressure dates:
- Options became exercisable Feb 10, 2025 .
- RSU tranches vest on the first, second, and third anniversaries of Jan 3, 2025 (i.e., Jan 3, 2026/2027/2028), subject to continued employment .
- A prior cash retention award paid half on March 15, 2025, with performance portion recognized for 2024; time portion recognized for 2025 compensation reporting .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date at Freshpet | SVP HR in August 2020; CHRO since March 2024 |
| Offer letter provisions | Confidentiality and no-hire agreement; non-solicitation provisions extend 12 months post-termination/resignation; customary confidentiality |
| Severance plan (as of Dec 31, 2024 snapshot) | Involuntary termination cash $1,312,000; COBRA $34,918; total $1,346,918 |
| Change-in-control | Involuntary termination after CIC cash $1,968,000; COBRA $34,918; total $2,002,918; awards subject to double-trigger vesting; potential 280G/4999 reductions apply |
| Clawback policy | Effective Oct 2, 2023; recovers excess incentive-based compensation tied to restatements; covers misconduct at discretion; aligned with SEC/Nasdaq rules |
| Benefits | 401(k) with 4% company match; health, dental, vision, PTO, life and disability insurance; no other pension/SERP or non-qualified deferred comp plans |
Compensation Structure Analysis
- Pay mix and trajectory: Total compensation rose from $407,728 (2022) to $608,559 (2023) and $1,196,771 (2024), driven by higher base and outsized 2024 incentives tied to exceptional company performance; 2024 bonus includes a retention award component addressing prior underwater options .
- Shift in long-term incentives: 2025 strategy moved from front-loaded stock options to annual, equally weighted PSUs/RSUs, adding multi-year Net Sales, Adjusted EBITDA Margin, and relative TSR metrics—reducing option risk and increasing performance linkage .
- Retention focus: A bespoke 2023 cash-based retention award and substantial January 2025 PSU/RSU grants were approved to mitigate retention risk after legacy grants matured by year-end 2024 .
- Governance safeguards: Strong anti-hedging/pledging, clawback, and stock ownership guidelines align incentives and mitigate misalignment risks .
Investment Implications
- Performance linkage and alignment: The new 2025 PSU/RSU framework strengthens pay-for-performance via multi-year Net Sales, EBITDA margin, and relative TSR, while anti-hedging/pledging and clawback policies tighten governance—supportive of shareholder alignment .
- Retention risk mitigated but vesting calendar creates supply overhang: With legacy options vesting (Feb 2025) and new RSUs vesting annually from Jan 2026–2028, monitor potential selling pressure around vest dates; exact share counts for RSUs were not disclosed, but exercisable options total 70,810 at $142.79 strike .
- Severance/CIC economics are meaningful: Cash severance of ~$1.31 million for involuntary termination and ~$1.97 million after CIC, plus COBRA, provide security; double-trigger PSU/RSU vesting terms post-CIC may add to payouts—track any 280G cutbacks .
- Execution signal: ESG-linked retention metrics (e.g., lower manufacturing turnover, high key-talent retention) and 2024 operational outperformance underpin HR execution under Machaba; supports continuity of culture and labor stability in a scaled manufacturing footprint .
- Shareholder support: Say-on-pay >97% in 2024 signals market acceptance of compensation design; continuation depends on sustaining multi-year performance against new PSU metrics .