Timothy McLevish
FreshpetAbout Timothy R. McLevish
Age 70; independent director of Freshpet since August 21, 2023; member of the Audit Committee. McLevish is a senior corporate finance executive and former CFO of five public companies (Carrier, Walgreens Boots Alliance, Kraft Foods Group, Ingersoll-Rand, Mead); previously with Touche Ross & Co. and General Mills. Top skills identified by Freshpet: Finance, Capital Allocation, and Risk Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrier Corporation | Chief Financial Officer | Not disclosed | — |
| Walgreens Boots Alliance, Inc. | Chief Financial Officer | Not disclosed | — |
| Kraft Foods Group, Inc. | Chief Financial Officer | Not disclosed | — |
| Ingersoll-Rand Corporation | Chief Financial Officer | Not disclosed | — |
| Mead Corporation | Chief Financial Officer | Not disclosed | — |
| Touche Ross & Co. | Professional (public accounting) | Not disclosed | — |
| General Mills | Early career | Not disclosed | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | Director | Since Apr 2023 | — |
| Conagra Brands, Inc. | Director (prior) | Until 2016 (spinoff to Lamb Weston) | — |
| Lamb Weston Holdings, Inc. | Director (prior) | 2016–2017 | — |
| Kennametal, Inc. | Director (prior) | 2004–2019 | Audit Committee Chair; Nominating & Governance member |
| R.R. Donnelley & Sons Company | Director (prior) | 2016–2022 | Audit Committee Chair; Compensation Committee member |
Board Governance
- Committee assignments at Freshpet: Audit Committee member; Audit met five times in 2024; Audit Committee responsibilities include oversight of independent auditor, financial reporting, internal audit, cybersecurity/climate risk, and related-party transactions .
- Independence: All directors other than the CEO are independent; all Board committees are entirely independent .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board and committee meetings and all attended the 2024 Annual Meeting .
- Leadership structure: Independent, non-executive Chair (Walter N. George III); Chair and CEO roles separated .
- Governance policies: Director stock ownership guideline (≥3x cash retainer) for non-employee directors ; Conflict of Interest Policy adopted Feb 22, 2024 with Nominating & Governance oversight ; No poison pill; no supermajority voting; majority voting in uncontested elections; fully declassified Board as of 2025 .
- Overboarding control: Prior notice and review required before joining another public board; no explicit numeric cap .
Fixed Compensation
Director pay program (2024):
- Annual cash retainer: $70,000 (Board Chair $140,000); committee membership fees $7,500 (chair $15,000) .
- Timothy R. McLevish’s 2024 director compensation: Fees earned $77,500; stock awards $119,946; shares outstanding from grant 1,095; total $197,446 .
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 70,000 | Standard non-employee director retainer |
| Committee membership fee | 7,500 | Audit Committee member fee |
| Board Chair retainer (if applicable) | 140,000 | Not applicable to McLevish |
| McLevish: Fees earned (cash) | 77,500 | 2024 actual |
| McLevish: Stock awards (grant-date fair value) | 119,946 | Restricted Common Stock |
| McLevish: Shares from 2024 grant | 1,095 | Outstanding as of Dec 31, 2024 |
| McLevish: Total | 197,446 | 2024 director comp |
Performance Compensation
- No performance-based director compensation disclosed; equity awards to directors are time-based restricted stock (no PSU/option performance metrics for directors) .
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, Net Sales, EBITDA-based PSUs | No | Not used for director compensation |
Other Directorships & Interlocks
- Current public company board: Revlon, Inc. (consumer/beauty; not a Freshpet supplier/customer) .
- Prior public boards include Conagra and Lamb Weston (food), Kennametal (industrial), R.R. Donnelley (services); no Freshpet related-party transactions disclosed .
| Potential Interlock | Relationship to FRPT | Notes |
|---|---|---|
| Conagra/Lamb Weston | Food companies | No related-party transactions reported |
| Kennametal; R.R. Donnelley | Industrial/printing services | No related-party transactions reported |
Expertise & Qualifications
- Former CFO at five public companies; deep experience in accounting, capital structure, financial controls, and compliance .
- Board-identified top skills: Finance; Capital Allocation; Risk Management .
Equity Ownership
- Beneficial ownership: 30,358 shares; less than 1% of outstanding .
- Shares outstanding basis in table: 48,774,818 (as of Apr 23, 2025) .
- Director stock ownership guideline: ≥3x cash retainer; assessed annually; guideline exists to support alignment with shareholders .
- Hedging/pledging prohibited under Insider Trading Policy; short sales and derivatives also prohibited .
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Timothy R. McLevish | 30,358 | <1% |
Governance Assessment
- Alignment: Director equity exceeds cash pay ($119,946 equity vs. $77,500 cash in 2024), signaling shareholder alignment; non-employee director stock ownership guideline further supports alignment .
- Effectiveness: Audit Committee membership leverages finance and risk expertise; Audit met five times in 2024; committee oversees financial reporting, internal audit, cybersecurity/climate risk, and related-party approvals .
- Independence & attendance: Independent director; Board and committees composed solely of independent directors; all directors met attendance expectations (≥75%) and attended the 2024 Annual Meeting .
- Conflicts & related parties: Company reports no related-party transactions; Conflict of Interest Policy mandates immediate disclosure and N&G oversight; Audit Committee reviews related-person transactions .
- Risk indicators and red flags: No Section 16 filing delinquency noted for McLevish (others had administrative delays); no poison pill; majority voting in uncontested elections; overboarding governed by prior notice/review (no hard cap) .
Overall signal: Strong governance alignment and finance/audit depth; minimal conflict exposure and robust policies (insider trading/hedging prohibitions, conflict-of-interest, stock ownership guidelines) bolster investor confidence .