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Freshpet (FRPT) co-founder to retire; COO Nicola Baty named next President

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Freshpet, Inc. announced that co-founder and President Scott Morris will retire effective October 20, 2026. He will receive base salary through that date and remain available to support a smooth transition.

After the Separation Date, Morris will serve as an advisor for 18 months, receiving bi-weekly payments of $38,904. All outstanding unvested restricted stock units granted before the Separation Date will vest at that time, while performance stock units will continue to vest on a pro rata basis through December 2026, subject to performance goals set by the Compensation Committee. He will also be eligible for a pro rata 2026 annual bonus tied to performance goals. Morris provides a full release and agrees to existing restrictive covenants, including a 24-month non-compete and non-disparagement obligations. Chief Operating Officer Nicola Baty, in that role since September 2024, will assume the additional role of President on the Separation Date.

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Insights

Freshpet outlines an orderly transition as its co-founder President retires and the COO steps into the role.

Freshpet is managing leadership succession by announcing Scott Morris’s retirement well in advance of the October 20, 2026 Separation Date and immediately identifying COO Nicola Baty as incoming President. Morris staying through the date and then as an advisor for 18 months supports continuity.

The package includes accelerated vesting of restricted stock units and pro rata vesting of performance stock units through December 2026, subject to performance-based metrics. That aligns a significant portion of Morris’s compensation with company outcomes and keeps incentives tied to performance.

Restrictive covenants, including a 24-month non-compete, non-solicitation, and non-disparagement, are reaffirmed through the Letter Agreement. These terms help protect the company’s competitive position and relationships as responsibilities transition to Baty after the Separation Date.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Separation Date October 20, 2026 Effective retirement date for Scott Morris as President
Advisory payments $38,904 bi-weekly Compensation during 18-month advisory period after Separation Date
Advisory term 18 months Duration of Scott Morris’s advisory role following Separation Date
Non-compete duration 24 months Length of non-compete covenant under existing agreements
PSU performance period end December 2026 Pro rata vesting period for performance stock units
COO tenure before presidency Since September 2024 Nicola Baty serving as COO prior to becoming President
restricted stock units financial
"All outstanding unvested restricted stock units granted to Mr. Morris prior to the Separation Date will vest upon the Separation Date."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"all outstanding performance stock units granted to Mr. Morris prior to the Separation Date will remain subject to vesting on a pro rata basis"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Key Executive Severance Plan financial
"Non-Disclosure, Non-Competition and Non-Solicitation Agreement executed in connection with the Company’s Key Executive Severance Plan"
non-compete financial
"including an 24-month non-compete, and his equity award agreements"
A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.
non-disparagement provision financial
"and contains a customary non-disparagement provision."
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Understanding 8-K Material Events →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):  June 22, 2026

Freshpet, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-36729
 
20-1884894
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1450 US-206
Bedminster, New Jersey
 
07921
(Address of principal executive offices)
 
(Zip code)

Registrant's telephone number, including area code:  201 520-4000


(Former Name or Former Address, if Changed Since Last Report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
 FRPT
 The NASDAQ Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of co-Founder and President
On June 22, 2026, Freshpet, Inc. (the “Company”) announced that Scott Morris, co-founder and President of the Company, will retire effective as of October 20, 2026 (the “Separation Date”).   In accordance with a letter agreement agreed to by Mr. Morris on June 22, 2026 (the “Letter Agreement”), Mr. Morris will receive his base salary through the Separation Date, and will continue to be available during that period to ensure a smooth transition.  Thereafter, he will serve as an advisor to the Company for a period of 18 months following the Separation Date, during which he will receive bi-weekly payments in a gross amount of $38,904.  All outstanding unvested restricted stock units granted to Mr. Morris prior to the Separation Date will vest upon the Separation Date. Further, all outstanding performance stock units granted to Mr. Morris prior to the Separation Date will remain subject to vesting on a pro rata basis measured through December 2026, subject to achievement of the performance-based measurement metrics set forth in the respective award agreements, such achievement to be determined by the Compensation Committee of the Company’s Board of Directors.  Mr. Morris will also be entitled to a pro rata portion of the annual bonus otherwise payable to him for his service during 2026, subject to achievement of the performance goals approved by the Compensation Committee.
The Letter Agreement contains a full release by Mr. Morris of the Company, requires that he comply with the restrictive covenants and other obligations applicable to him under his Non-Disclosure, Non-Competition and Non-Solicitation Agreement executed in connection with the Company’s Key Executive Severance Plan , including an 24-month non-compete, and his equity award agreements, and contains a customary non-disparagement provision.
The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the full text of the Letter Agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending June 30, 2026.
Appointment of President
Nicola Baty, the Company’s Chief Operating Officer since September 2024, will assume the additional role of President of the Company on the Separation Date.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
  
   
104
Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: June 24, 2026

 
FRESHPET, INC.
     
 
By:
/s/ Lisa Alexander
 
Name:
Lisa Alexander
 
Title:
General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

When is Freshpet (FRPT) co-founder Scott Morris retiring as President?

Scott Morris will retire as President of Freshpet on October 20, 2026, which is defined as the Separation Date. He will receive his base salary through that date and remain available to help ensure a smooth leadership transition before moving into an advisory role.

What advisory role and compensation will Scott Morris receive from Freshpet (FRPT)?

After the Separation Date, Scott Morris will serve as an advisor to Freshpet for 18 months. During this period, he will receive bi-weekly payments of $38,904, providing continued involvement with the company while shifting from his full-time President role to an advisory capacity.

How will Scott Morris’s equity awards be treated after his retirement from Freshpet (FRPT)?

All outstanding unvested restricted stock units granted before the Separation Date will vest on October 20, 2026. Performance stock units will continue to vest on a pro rata basis through December 2026, subject to achievement of performance metrics determined by Freshpet’s Compensation Committee.

Who will become President of Freshpet (FRPT) after Scott Morris retires?

Chief Operating Officer Nicola Baty, who has served as COO since September 2024, will assume the additional role of President on the Separation Date. This planned change places an existing senior leader into the President role as part of the company’s succession planning.

What restrictive covenants apply to Scott Morris after leaving Freshpet (FRPT)?

Scott Morris must comply with restrictive covenants under his Non-Disclosure, Non-Competition and Non-Solicitation Agreement. These include a 24‑month non-compete, ongoing non-solicitation obligations, and a customary non-disparagement provision, reinforcing protections for Freshpet’s business and relationships.

Will Scott Morris receive a 2026 bonus from Freshpet (FRPT)?

Scott Morris will be entitled to a pro rata portion of the annual bonus for his 2026 service. Any bonus is subject to achievement of performance goals approved by the Compensation Committee, keeping his cash incentive aligned with company performance for the year.

Filing Exhibits & Attachments

4 documents

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