Laird Superfood (LSF) Proxy filing summary

Executive summary

• Fiscal 2025 saw 15% net sales growth to $49.9M, driven by 41% wholesale sales growth and offset by a 3% decline in e-commerce sales.

• Gross margin contracted to 37.9% due to higher procurement costs and absence of prior year settlement recoveries.

• Net loss increased to $3.3M, primarily from impairment charges and acquisition-related professional fees.

• Completed acquisitions of Navitas Organics ($38.5M) and Terrasoul ($48M plus up to $5M earnout), funded by $110M in strategic investments from Nexus Capital affiliates.

• Nexus Capital now holds 73.7% of voting power, establishing the company as a multi-brand superfoods platform.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on frequency of future say-on-pay votes (Board recommends annual vote).

• Approval of an amendment to the 2020 Omnibus Incentive Plan to increase share authorization and extend the plan term.

• Authorization for proxies to vote on any other business properly brought before the meeting.

Board of directors and corporate governance

• Board consists of eight members, with four designated by Nexus due to its controlling stake.

• Majority of directors are independent per NYSE American standards, but company is a “controlled company” and relies on certain governance exemptions.

• Board leadership is separated: independent Chairman and CEO roles.

• Three standing committees: Audit (all independent), Compensation, and Nominating & Corporate Governance.