TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
PetIQ, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS
 
[MISSING IMAGE: lg_petiqsmarterpethealth-pn.jpg]
[MISSING IMAGE: ph_mccordchrostensen-4c.jpg]
McCord Christensen
Chairman and
Chief Executive Officer
Dear Fellow Stockholder:
Thank you for your support of PetIQ, Inc. (“PetIQ” or the “Company”). On behalf of our Board of Directors, we cordially invite you to attend our 2024 Annual Meeting of Stockholders to be held at our corporate headquarters at 230 East Riverside Drive, Eagle, Idaho on June 7, 2024, at 9:00 a.m. Mountain Daylight Time. Following this letter are detailed instructions regarding how to vote your PetIQ shares. Your vote is extremely important, so I encourage you to review the materials and submit your vote as soon as possible.
Significant Financial Outperformance
Our team’s commitment to our mission of delivering smarter, convenient, and affordable pet healthcare for pet parents helped us deliver a record year of growth in net sales and profitability in 2023. We reached a significant corporate milestone in 2023 with net sales crossing a billion dollars for the first time. In all four quarters of the year our financial results exceeded our expectations. This led to favorable leverage of our costs and expenses and double-digit growth in profitability, resulting in the highest annual free cash flow and the lowest net leverage ratio in the Company’s history. We are very proud to have finished 2023 significantly better than anticipated. As we begin 2024, we have confidence in our prospects for another year of growth as a leading pet health and wellness company.
Products Fuel the Growth
Pet parent demand increased for PetIQ’s portfolio of brands in 2023 across all product categories and sales channels compared to the prior year. With the backdrop of global geopolitical and economic uncertainties, the strength of PetIQ’s diverse portfolio of pet health and wellness brands increased notably year-over-year, demonstrating the resilience of the pet categories we serve and the pet industry more generally. When you look across all sales channels in 2023, we had one of the strongest seasons in the last ten years for the over-the-counter flea and tick category. Our Products segment net sales grew 21% year-over-year and continue to represent the majority of the Company’s results. PetIQ retains the largest over-the-counter animal health and wellness manufacturing and distribution portfolio with over one thousand SKUs and a dominant market share in pet prescription and over-the-counter products sold through brick and mortar retail and online channels.
2023 net sales for PetIQ’s manufactured brands increased 28% year-over-year, ahead of our annual growth expectations. We generated a higher rate of consumption and increased our market share in the categories in which we compete, including over-the-counter flea and tick, prescription medication, health and wellness and dental product offerings. The pet supplement category has more than doubled over the last four years and for the first time surpassed the over-the-counter flea and tick category in dollar volume, driven by an increase in household penetration trends along with expanded need states. We believe PetIQ is positioned very well to continue to gain share in this important category in 2024 and over the next several years. Further, our pet dental and treat offerings outperformed the category reflected by our Minties® and Pur Luv® brands
 

TABLE OF CONTENTS
 
generating the highest growth rate when compared to the overall categories growth leading to meaningful share gains.
Rocco & Roxie, the newest PetIQ brand acquired in January 2023, also grew well-ahead of our expectations. Rocco & Roxie’s pet product offerings primarily include stain and odor products and jerky treats. The stain and odor category is complementary and margin accretive to our existing pet products business. We chose to strategically exit several non-core Rocco & Roxie products in the first half of 2023 that we determined were not a strategic fit for us and focus on key opportunities where we believe the premium brand can extend its growth, including areas like pet supplements. Our innovation, sales and marketing and distribution teams executed our objectives swiftly, enabling us to grow the base business at a higher rate than anticipated during the year. We are very encouraged about the brand’s success in a short period of time and are excited about increasing distribution of Rocco & Roxie’s premium pet offerings as we increase advertising and promotional investments to build brand awareness and consumption over the next several years.
Strong operational and financial results further enabled us to make strategic investments to support the Company’s growth and development. Across our PetIQ brands, we generated favorable returns on our enhanced advertising and promotional efforts as evidenced by our growth compared to the prior year. The success of these efforts is a result of the detailed planning and execution of our entire team and their collaboration with our business partners. In 2024, we will be significantly increasing our advertising and promotional investments and lean into prioritized investments and initiatives that we expect to support the long-term success of our brands. We expect these efforts to drive outpaced growth in the coming year and beyond.
Optimizing Services for the Future
In our Services business in 2023, we evolved our offerings based on changes in the pet health care and veterinarian labor market, achieved greater operational efficiencies, and aligned investments in areas of our business where we are seeing the highest rates of return. In particular, our mobile community clinics fueled solid growth driven by our ability to operate more clinics than the prior year period as our team successfully matched contract veterinarian labor with pet demand.
In September of 2023, we collaborated with an existing retail partner on a new, pilot wellness center to offer a variety of pet services, including veterinary services, grooming and hygiene care. We are testing and learning together and remain optimistic about the opportunities for this format in 2024.
Late in the third quarter of 2023, we optimized our Services segment to improve future profitability. The optimization included assessing the operational and financial performance of the Company’s wellness centers since re-opening after the pandemic, the veterinary labor market in each geographic market, as well as the ability to add hygiene and grooming services. As a result of the optimization, we identified 149 underperforming wellness centers for closure in the third and fourth quarters of 2023. In the 12 months following the closing of these wellness centers,
 

TABLE OF CONTENTS
 
we expect to generate approximately $6.0 million of net cost savings. We expect to reinvest all cost savings into future growth, focusing primarily on our mobile community clinics and sales and marketing initiatives for PetIQ’s brands. We ended 2023 with 133 wellness centers in operation. Going forward, we will remain prudent with our wellness center growth and are optimistic about our opportunities to increase the number of pets served and dollars per pet.
Powerful Pet Health & Wellness Platform to Create Long-Term Value
At PetIQ, we have an incredible team across the country focused on consistently executing at the highest level to deliver innovative solutions for long-term growth. Together, we intend to continue to deliver on the significant opportunities to grow our business. PetIQ continues to benefit from favorable pet health and wellness industry tailwinds, including an increase in pet humanization, pet population and an increasing pet parent focus on convenient and affordable pet health and wellness products and services.
We also believe the scale of PetIQ’s diverse and complementary pet health and wellness brands will continue to fuel profitability and provide value to stockholders in 2024 and well into the future. We have demonstrated that our products business can deliver growth in various economic environments through our resiliency and growth in net sales, profitability and cash generation. We have strategically innovated to grow organically as well as identified and executed on complementary acquisitions to increase the scale and sustainable competitive advantage for the Company. We will remain disciplined in our product acquisition strategy to further build upon PetIQ’s strong foundation and leverage our team’s experience to attract more pet parents to our health and wellness offerings.
On behalf of the Board, I thank you for your investment in PetIQ. I also want to congratulate our PetIQ employees located in our corporate headquarters, facilities in Omaha, Springville and Daytona, and those working in the 39 states offering our veterinary services, that helped us deliver and outperform our expected results in 2023. Their commitment to our mission and our core values creates PetIQ’s strong culture for success. Our collaboration across the organization and with our external business partners keeps us well positioned for growth in the pet health and wellness industry as we remain focused on enhancing value for our stakeholders.
Sincerely,
[MISSING IMAGE: sg_mccordchristiansen-bwlr.gif]
McCord Christensen
Chairman and Chief Executive Officer
April 19, 2024
 

TABLE OF CONTENTS
 
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 7, 2024
To the Stockholders of PetIQ, Inc.:
TIME AND DATE:
Friday, June 7, 2024
at 9:00 a.m. Mountain Daylight Time
PLACE:
PetIQ’s headquarters at
230 East Riverside Drive, Eagle, Idaho 83616
RECORD DATE:
April 12, 2024 (the “Record Date”)
ITEMS TO BE VOTED ON:
1.
To elect five directors to hold office until the annual meeting of stockholders to be held in 2025 and until their successors are duly elected and qualified (Proposal One);
2.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
3.
To approve, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal Three);
4.
To approve the PetIQ, Inc. 2024 Omnibus Incentive Plan (Proposal Four); and
5.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
HOW TO VOTE:
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.
Our board of directors has fixed the close of business on April 12, 2024 as the record date for determining holders of our Class A Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination at our offices in Eagle, Idaho during normal business hours for a period of ten days prior to the Annual Meeting.
By Order of the Board of Directors
[MISSING IMAGE: sg_jeffcaywood-bw.jpg]
Jeff Caywood
Senior Vice President, Treasurer and Secretary
Eagle, Idaho
Date: April 19, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 7, 2024.
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.
 

TABLE OF CONTENTS
 
TABLE OF CONTENTS
1
1
1
1
2
2
PROPOSAL ONE
4
5
8
9
10
12
14
14
14
15
16
16
16
17
20
20
20
21
22
22
23
24
24
24
25
26
26
27
27
27
28
30
31
31
31
32
PROPOSAL TWO
34
34
34
35
35
35
35
35
36
36
36
41
41
41
42
43
44
45
47
47
47
48
50
50
50
51
52
53
54
55
56
58
61
PROPOSAL THREE
62
63
PROPOSAL FOUR
64
64
65
66
69
71
71
72
72
73
77
78
78
78
A-1
B-1
 
PetIQ, Inc.   i

TABLE OF CONTENTS
2024 PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the PetIQ Inc.’s (the “Company’s” or “PetIQ’s”) 2023 performance, please review our 2023 Annual Report on Form 10-K (“Annual Report”).
2024 Annual Meeting Information
[MISSING IMAGE: ic_timedate-bw.jpg]
[MISSING IMAGE: ic_place-bw.jpg]
[MISSING IMAGE: ic_recorddate-bw.jpg]
Date and Time
Location
Record Date
Friday, June 7, 2024,
at 9:00 a.m. Mountain Daylight Time
PetIQ’s corporate headquarters,
230 East Riverside Drive, Eagle,
Idaho 83616
April 12, 2024
Shares Outstanding as of the Record Date. 29,714,775 shares of common stock outstanding, comprised of 29,483,235 shares of Class A common stock (the “Class A Common Stock”) and 231,540 shares of Class B common stock (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Our Class A Common Stock and Class B Common Stock vote together on each of the matters set forth in this Proxy Statement.
Voting. You are entitled to one (1) vote for each share of Common Stock you own, on each matter to be voted upon at the Annual Meeting.
Items to be Voted on
Proposal
Board
Recommendation
1
Election of directors (page 4)
FOR
2
Ratification of Selection of Independent Registered Public Accounting Firm (page 34)
FOR
3
Approval on an advisory, non-binding basis of our executive compensation (page 62)
FOR
4
Approval of 2024 Omnibus Incentive Plan (page 64)
FOR
Board of Directors
Board Committees(1)
Name
Director
Since
Independent
Compensation
Audit
Nominating and
Corporate
Governance
McCord Christensen* 2017
Allan Hall 2022 X C
Mark First 2017 X C X
Scott Huff 2019 X X C
Kimberly Lefko 2021 X X
Sheryl O’Loughlin 2021 X X
Kenneth Walker 2022 X X
(1)
“C” = Chair of Committee; “X” = Member of Committee, “*” = Chairman of the Board
 
PetIQ, Inc.   1

TABLE OF CONTENTS
2024 PROXY STATEMENT SUMMARY
About PetIQ
PetIQ believes that pets are an important part of the family and deserve the best products and care we can provide. PetIQ is a leading pet medication, product and wellness company delivering solutions for pet parents to help pets live their best lives through convenient access to affordable health and wellness products and veterinary services. We have two reporting segments: (i) Products; and (ii) Services.
Our Products segment consists of our product manufacturing and distribution business through which we manufacture and distribute pet medication and health and wellness products to major U.S. retail and e-commerce channels through more than 60,000 points of distribution. We focus our offerings on innovative, proprietary value-branded products sold under our brands, and leading third-party branded products for dogs and cats, including pet Rx medications, OTC medications and wellness products. Our Products are produced in and/or supported by our world-class medications manufacturing facility in Omaha, Nebraska and health and wellness manufacturing facility in Springville, Utah.
Our national veterinarian service platform operates in over 2,600 retail partner locations in 39 states providing cost effective and convenient veterinary wellness services. We offer diagnostic tests, vaccinations, prescription medications, microchipping, grooming and hygiene and wellness checks.
Full Year 2023 Highlights

Record net sales of $1,102.0 million, increased 19.6% year-over-year, and resulted in a compounded annual growth rate of approximately 27.0% since 2017

Product segment net sales of $968.2 million, increased 21.0% year-over-year

Net sales for PetIQ’s manufactured products increased 28.0% and outperformed the Company’s growth expectations for the year

Services segment net revenues of $133.8 million, increased 10.4%

Adjusted EBITDA(1) of $104.7 million, increased 34.8% year-over-year

Highest reported cash from operations and free cash flow in the Company’s history of $61.9 million and $52.7 million, respectively, for the year ended December 31, 2023

Net leverage as measured under the Company’s credit agreement was a record low 2.9x as of December 31, 2023, compared to 3.7x as of December 31, 2022
[MISSING IMAGE: bc_netsales-pn.jpg]
[MISSING IMAGE: bc_adjusted-pn.jpg]
(1)
Adjusted EBITDA is a non-GAAP measures that represents EBITDA plus adjustments for transactions that management does not believe are representative of our core ongoing business including acquisition costs, restructuring, stock-based compensation
 
2   2024 Proxy Statement

TABLE OF CONTENTS
2024 PROXY STATEMENT SUMMARY
expense, litigation expenses, and integration and business transformation costs. Adjusted EBITDA margin is adjusted EBITDA stated as a percentage of total net sales. See Appendix A for a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure.
(2)
Free cash flow is a non-GAAP measure that consists of cash provided by operations less capital expenditures. See Appendix A for a reconciliation of free cash flow to cash provided by operations, the most comparable GAAP measure.
 
PetIQ, Inc.   3

TABLE OF CONTENTS
PROPOSAL ONE:
ELECTION OF DIRECTORS
Recommendation of the Board
The Board recommends that stockholders vote “FOR” the election of
each director nominee.
Our Board is comprised of seven directors and was historically divided into three classes, designated as Class I, Class II and Class III. In 2022, our stockholders approved an amendment to our Certificate of Incorporation to declassify our Board into a single class with directors elected to one-year terms of office beginning at the annual meeting of stockholders held in 2023.
As such, five directors are up for election at the Annual Meeting: Allan Hall, Sheryl O’Loughlin and Kenneth Walker (previously elected in 2021 for a three-year term expiring at the Annual Meeting) and McCord Christensen and Kimberly Lefko (previously elected in 2023 for a one-year term expiring at the Annual Meeting). Each of these directors is standing for election as directors at the Annual Meeting for a one-year term to expire at the annual meeting of stockholders to be held in 2025. The Nominating and Corporate Governance Committee has recommended, and the Board has nominated, McCord Christensen, Allan Hall, Kimberly Lefko, Sheryl O’Loughlin and Kenneth Walker to stand for election as directors at the Annual Meeting.
The terms of our remaining directors (Mark First and Scott Huff) will expire at the annual meeting of stockholders to be held in 2025. As a result, all of our directors will be elected annually to one-year terms beginning at the annual meeting of stockholders to be held in 2025.
The name of each nominee, certain biographical information about each nominee, and the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee to recommend each nominee, are set forth below. Mr. Christensen, Mr. Hall, Ms. Lefko, Ms. O’Loughlin and Mr. Walker each have agreed to be nominated and to serve as a director if elected.
 
4   2024 Proxy Statement

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
Director Nominees — Term Expiring at Annual Meeting of Stockholders to be Held in 2025
MCCORD CHRISTENSEN
Chief Executive Officer and Chairman
[MISSING IMAGE: ph_mccordchrostensen-4c.gif]
Director since: 2017
Age: 51
Board Committees:

None
Experience

Mr. Christensen co-founded PetIQ in 2010 and has served as our Chief Executive Officer since our inception and as Chairman of our Board since our IPO in 2017.

In addition to his leadership responsibilities as Chairman and CEO, Mr. Christensen’s expertise in retail and consumer products has enabled PetIQ to deliver targeted and well-executed commercial programs and products across the retail industry.

Prior to founding PetIQ, gained extensive retail and management experience working for Albertson’s, Inc. and as an executive in consumer product companies selling to leading U.S. retailers.
Education
Mr. Christensen holds a Bachelor of Science in Finance from Boise State University.
Qualification
We believe Mr. Christensen’s qualifications to serve as a director of our Company include his role of Chief Executive Officer of the Company, his experience in the consumer and retail industries, his expertise in corporate strategy and development, his demonstrated business acumen and his extensive experience identifying, consummating and integrating acquisitions.
ALLAN HALL
Director
[MISSING IMAGE: ph_allanhall-4c.gif]
Independent
Director since: 2022
Age: 60
Board Committees:

Audit
Experience

Retired from Deloitte in May of 2022 after serving as an Audit and Assurance Partner since 2001.

Began his accounting career with Touche Ross in 1988.

Significant experience serving multinational public and private companies, specializing in audits of the retail and consumer business, manufacturing and service industries.

Served as the Office Audit Leader for Deloitte’s Boise practice from 2011 through 2022.

In addition to his leadership roles at Deloitte, Mr. Hall is recognized as a specialist in complex accounting matters, Securities and Exchange Commission reporting issues and Public Company Accounting and Oversight Board audits.

Significant experience interfacing with Audit Committees and members of public company boards of directors.
Education
Mr. Hall holds a Bachelor of Science degree in Accounting from Brigham Young University.
Qualification
We believe Mr. Hall’s qualifications to serve as a director of our Company include his extensive accounting experience and service in audit roles serving multinational public and private companies.
 
PetIQ, Inc.   5

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
KIMBERLY LEFKO
Director
[MISSING IMAGE: ph_kimberlylefko-4c.gif]
Independent
Director since:
2021
Age: 51
Board Committees:

Audit
Experience

Chief Marketing Officer for Ace Hardware Corporation since 2018.

Held various positions with Weber-Stephen Products LLC including Chief Marketing Officer, General Manager and Executive Vice President of Marketing from 2013 to 2018.

Senior Vice President of Sales and Company Officer of Marketing for Radio Flyer from 2010 to 2013.Prior to that, served in various positions for Graco Children’s Products (a Newell Rubbermaid Company) from 2001 to 2010.
Education
Ms. Lefko holds a Bachelor of Applied Science in Marketing and Economics from Cornell University, completed Pricing and P&L Management curriculum from the Wharton School of the University of Pennsylvania, and Transformational Strategy program from the Kellogg School of Management.
Qualification
Ms. Lefko’s qualifications to serve as a director include her retail and marketing experience.
SHERYL O’LOUGHLIN
Director
[MISSING IMAGE: ph_sheryloloughlin-4c.gif]
Independent
Director since:
2021
Age: 57
Board Committees:

Compensation
Experience

Co-founder of the JEDI (Justice, Equity, Diversity and Inclusion) Collaborative since 2019 and was the co-founder and former chair of the Women on Boards Project from 2019 until August 2022.

Served as CEO and President for REBBL Inc., a premium, organic beverage brand powered by super herbs, from January 2015 to June 2019 and the co-founder and CEO of Plum Organics from 2007 to 2011.

CEO for Clif Bar & Company from 1998 to 2007.

Served as the Executive Director for Entrepreneurial Studies at Stanford Graduate School of Business from 2011 to 2013.

Has served on numerous private company boards of directors, including Zuke’s LLC (2010-2014), Gardein Inc. (2013-2014), ThinkThin LLC (2013-2015), Foodstirs Inc. (2019-2020), Miyoko’s Creamery (2022-2023) and Simple Mills (2022-present).

Has served on numerous advisory boards, including Rip Van Wafels (2013-2017), Sugar Bowl Bakery (2015-2017), and S. Martinelli & Company (2019-present).

Has served on the board of directors of One Step Closer to a Sustainable Community since 2019, the board of the American Sustainable Business Council (2011-2016) and advisor to the Harvest Summit (2016-2019).

Author of Killing It: An Entrepreneurs’ Guide to Keeping Your Head Without Losing Your Heart. •
Education
Ms. O’Loughlin holds a Bachelor of Business Administration in Marketing from the University of Michigan and an MBA in Marketing and Finance from the Kellogg School of Management.
Qualification
We believe Ms. O’Loughlin’s qualifications to serve as a director of our Company include her experience in the consumer and retail industries.
 
6   2024 Proxy Statement

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
KENNETH WALKER
Director
[MISSING IMAGE: ph_kennethwalker-4c.gif]
Independent
Director since: 2022
Age: 49
Board Committees:

Audit
Experience

Chief Financial Officer for Cornerstone Brands, a subsidiary of Qurate Retail Inc., a multi-billion dollar holding company for QVC, HSN, Ballard Designs, and Frontgate, among others, since July 2020.

Vice President of Finance and Corporate Controller for Cornerstone Brands from August 2013 to June 2020. Senior Director of Financial Planning and Accounting for Macys, Inc. for its omni-channel business from 2009 to 2013.

Held various roles for Procter & Gamble where he spent 13 years in roles of increasing responsibility before becoming Associate Director, Global Financial Planning and Analysis for the Family Health Business Unit.
Education
Mr. Walker holds a Bachelor of Science in Business Administration from Washington University and holds an MBA from Xavier University. Mr. Walker has also been a lecturer for various courses at Miami of Ohio University’s Farmer School of Business for the past seven years.
Qualification
We believe Mr. Walker’s qualifications to serve as a director of our Company include his financial expertise and extensive experience in the consumer and retail industries.
 
PetIQ, Inc.   7

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
Vote Required
The director nominees must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee) as directors to serve until our annual meeting of stockholders to be held in 2025 or until their successors, if any, are duly elected and qualified, or until their earlier death, resignation or removal. In the event a director nominee fails to receive a majority of the votes cast in an election, he shall immediately tender his resignation in accordance with the procedures established by the Nominating and Corporate Governance Committee. Unless you otherwise instruct, proxies will be voted FOR election of each nominee who is listed above as a director nominee. We have no reason to believe that any nominee will be unable to serve, but in the event that a nominee is unwilling or unable to serve as a director and the Board does not, in that event, choose to reduce the size of the Board, the persons voting your proxy may vote for the election of another person in accordance with their judgment.
 
8   2024 Proxy Statement

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
DIRECTORS AND MANAGEMENT
The following table sets forth the names and titles of PetIQ’s directors and executive officers following the Annual Meeting.
Name
Position
McCord Christensen Chief Executive Officer and Board Chair
Michael Smith President and Chief Operating Officer
Zvi Glasman Chief Financial Officer
John Pearson Executive Vice President, Services & Manufactured Products
William Carter Executive Vice President and General Counsel
Mark First Lead Independent Director
Allan Hall Independent Director
Scott Huff Independent Director
Kimberly Lefko Independent Director
Sheryl O’Loughlin Independent Director
Kenneth Walker Independent Director
 
PetIQ, Inc.   9

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
Board of Directors
The names of our directors, certain biographical information about our directors, and the experiences, qualifications, attributes, or skills that the Nominating and Corporate Governance Committee considered when recommending the directors for nomination, are set forth below (other than Mr. Christensen, Mr. Hall, Ms. Lefko, Ms. O’Loughlin, and Mr. Walker, whose information is set forth above under “— Proposal One: Election of Directors”).
Incumbent Directors — Term Expiring at Annual Meeting of Stockholders to be Held in 2025
MARK FIRST
Lead Independent Director
[MISSING IMAGE: ph_markfirst-4c.gif]
Independent
Director since:
2017
Age: 59
Board Committees:

Compensation (Chair)

Nominating and Corporate Governance
Experience

Prior to our IPO, Mr. First served as a member of PetIQ Holdings, LLC’s board of managers from 2012 until 2017.

Managing Director for Eos Management, L.P., an affiliate of ECP Helios Partners IV, L.P. and Eos Partners, L.P. (the “Eos Funds”), where he has been employed since March 1994.

Investment banker with Morgan Stanley & Co. Incorporated from August 1991 until March 1994.

Director for several privately owned companies and has been a director for Addus HomeCare, Inc. (Nasdaq: ADUS) since 2009.
Education
Mr. First holds a Bachelor of Science from The Wharton School of the University of Pennsylvania and a Master of Business Administration from Harvard Business School.
Qualification
We believe Mr. First’s qualifications to serve as a director of our Company include his experience as a director of other public companies and his experience in business, corporate strategy, acquiring and integrating businesses, and investment matters.
 
10   2024 Proxy Statement

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
SCOTT HUFF
Director
[MISSING IMAGE: ph_scotthuff-4c.gif]
Independent
Director since:
2019
Age: 52
Board Committees:

Compensation Nominating and Corporate Governance (Chair)
Experience

President North America for Jack Link’s Protein Snacks since June 2022.

Operating partner at New Road Capital and is the owner of a retail consulting firm, Amplify Retail Consulting LLC, which he started in June 2017.

Held various positions at Walmart Stores, Inc. from 1994 until 2017, including Merchandise Manager, Divisional Merchandise Manager, Vice President, and Regional Vice President, and most recently Executive Vice President of the Consumables and Health & Wellness division until retirement in June 2017.
Education
Mr. Huff holds a Bachelor of Science in Marketing from Missouri State University.
Qualification
We believe Mr. Huff’s qualifications to serve as a director of our Company include his experience in the retail industry.
 
PetIQ, Inc.   11

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
Executive Officers
The names and certain biographical information about our executive officers are set forth below (other than Mr. Christensen, whose information is set forth above under “— Proposal One: Election of Directors”).
Zvi Glasman
Chief Financial Officer
[MISSING IMAGE: ph_zviglasman-4c.gif]
Age: 60
Mr. Glasman has served as our Chief Financial Officer since January 2022. Prior to joining PetIQ, Mr. Glasman held various private and public company CFO positions. From January 2021 to October 2021, he was the Chief Financial Officer of Faraday Future Intelligent Electric Inc., a publicly traded electric vehicle designer, marketer and manufacturer. From 2008 to 2020, Mr. Glasman was the Chief Financial Officer of Fox Factory Holdings Corp. (“Fox”), a designer, manufacturer and marketer of high-performance products and systems used primarily on bikes, side-by-side vehicles, ATVs, snowmobiles, motorcycles, automotive, and other off-road and on-road recreational vehicles with international operations. During his twelve-year tenure as at Fox, Mr. Glasman was an integral member of the executive team having successfully helped transition the business from a privately-held company to a publicly-traded company, executing and integrating five strategic M&A transactions, and consistently aligning the organization to deliver on its stated financial objectives for 25 quarters driving both sales growth and margin expansion. Mr. Glasman began his career in public accounting as a CPA. He graduated from The Pennsylvania State University with a Bachelor of Science, Finance.
MICHAEL SMITH
President and Chief Operating Officer
[MISSING IMAGE: ph_michaelsmith-4c.gif]
Age: 46
Mr. Smith has served as President and Chief Operating Officer since June 2022. He previously served as our Executive Vice President, Products Division from May 2019 to June 2022. Prior to joining PetIQ, Mr. Smith served in various leadership roles within the Pet and Personal Care categories for Walmart, Inc., since January 2015, most recently as Senior Buying Manager — Pets from February 2017 until May 2019. He previously worked as a Director for Colgate Palmolive October 2013 to January 2015. Prior to that, he served in various roles with Walmart, Procter & Gamble and Energizer. Mr. Smith earned a Bachelor of Science in Business Administration from the University of Arkansas.
JOHN PEARSON
Executive Vice President, Services & Manufactured Products
[MISSING IMAGE: ph_johnpearson-4clr.gif]
Age: 37
Mr. Pearson has served as the Company’s Senior Vice President, Head of Services since 2022, and was appointed Executive Vice President, Services & Manufactured Products, in August 2023. Prior to joining PetIQ, Pearson served as President and Chief Executive Officer of Good2Go Stores, a multi-state convenience store chain from March 2020 to May 2022. Under his leadership at Good2Go Stores, he added 19 locations and grew revenue 85% while delivering on strategic initiatives, including site selection optimization, enhanced SOPs, floor plans and planograms, as well as building the Rewards2Go program. Additionally, from 2009 to 2020, Mr. Pearson built a very strong track record in consumer retail, working across multiple product categories in key leadership roles helping to fuel growth at Walmart Inc. He earned a bachelor’s degree in Finance from Brigham Young University and a master’s degree in Business from the University of Arkansas.
 
12   2024 Proxy Statement

TABLE OF CONTENTS
PROPOSAL ONE: ELECTION OF DIRECTORS
WILLIAM CARTER
Executive Vice President and General Counsel
[MISSING IMAGE: ph_williamcarter-4clr.gif]
Age: 54
William Carter has served as our EVP & General Counsel since August 2023. Mr. Carter is an accomplished C-Suite retail and digital commerce executive with 20+ years of corporate law experience with both public traded and private companies. Prior to PetIQ, Mr. Carter served as SVP, Business for Chromadex Corp. (Nasdaq: CDXC) from June 2021 to August 2022, a partner with Dean & Carter, PLLC. from August 2022 until August 2023 and as Chief Legal Officer at Bodybuilding.com from May 2011 until October 2019. Prior to joining PetIQ, Mr. Carter was lead counsel in Albertsons, Inc.’s business law section from September 1995 to May 2005, during which he played a crucial role in shaping the legal landscape of the organization. Mr. Carter graduated from Boise State University with a Bachelor of Science in Political Science, Government & International Relations and subsequently earned a Juris Doctorate at the University of Idaho College of Law.
 
PetIQ, Inc.   13

TABLE OF CONTENTS
CORPORATE GOVERNANCE
In addition to the corporate governance highlights below, please see “Environmental, Social and Governance” in this Proxy Statement.
Corporate Governance Highlights

Excellent track record of attendance at all Board and committee meetings in 2023

Risk oversight by full Board and committees

Comprehensive Corporate Governance Guidelines

Strong Lead Independent Director

Independent directors, led by Lead Independent Director, meet in executive sessions without management present

Annual review of committee charters and Corporate Governance Guidelines

Annual Board and committee self-evaluations

Majority voting for the election of directors in uncontested elections

Board diversity (2 of 7 directors are female; 1 of 7 directors is racially diverse)

Insider Trading Policy prohibits exceptions to the no hedging of Company stock

Board to be fully declassified in 2025

No supermajority voting provisions in our Certificate of Incorporation

Publish a variety of environmental, social and governance policies related to our efforts to become better stewards of our resources that are available at http://ir.petiq.com*

Employ a member of our C-Suite responsible for oversight for our anti-bribery and anti-corruption program

Audit Committee Charter includes oversight of information security, which includes cybersecurity

Compensation Committee Charter includes oversight of human capital management
[MISSING IMAGE: pc_committeeindependent-pn.jpg]
Board directors are independent
[MISSING IMAGE: pc_bodindependent-pn.jpg]
All of our Audit, Compensation and Nominating and Corporate Governance Committee members are independent
Structure of the Board of Directors
Our business and affairs are managed under the direction of our Board. Our Board is comprised of seven directors and was historically divided into three classes, designated as Class I, Class II and Class III. In 2022, our stockholders approved an amendment to our Certificate of Incorporation to declassify our Board into a single class with directors elected to one-year terms of office beginning at the annual meeting of stockholders held in 2023. As a result, the Board will be fully declassified by the annual meeting of stockholders to be held in 2025.
Pursuant to our Bylaws, our directors are elected by a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the election of directors. Our directors hold office until their successors have been elected and qualified or until their earlier resignation or removal.
*
The contents of our website are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
 
14   2024 Proxy Statement

TABLE OF CONTENTS
CORPORATE GOVERNANCE
Board Diversity
The Board understands the importance of adding diverse, experienced talent to the Board in order to establish an array of experience and strategic views. The Nominating and Corporate Governance Committee is committed to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge. In furtherance of this objective, the Board added Mses. O’Loughlin and Lefko as directors in 2021 and Messrs. Walker and Hall as directors in 2022. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills, and viewpoints, as well as traditional diversity concepts such as race and gender.
Below is an overview of the diversity statistics for our Board:
Board Diversity Matrix (As of April 19, 2024)
Total Number of Directors: 7
Female
Male
Non-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors 2 5
Part II: Demographic Background
African American or Black 1
Alaskan Native or Native American
Asian
Hispanic or LatinX
Native Hawaiian or Pacific Islander
White 2 4
Two or more races or ethnicities
LGBTQ+
Did not disclose demographic background
Pursuant to our Corporate Governance Guidelines, directors should possess personal and professional integrity, have good business judgment, relevant experience and skills and be an effective director in conjunction with the full Board in collectively serving the long-term interests of Company stockholders. Directors should be committed to devoting sufficient time and energy to diligently performing their duties as directors.
In evaluating director candidates, our Corporate Governance Guidelines provide that the following general criteria will be considered by the Nominating and Corporate Governance Committee and the Board:

current or recent experience as a senior executive of a public company or as a leader of another major complex organization;

business and financial expertise;

experience as a director of a public company;

current or prior animal health or pet industry experience;

government entity or regulatory experience;

independence;

current employment;

diversity with respect to viewpoints, background, experience, skill, education, national origin, gender, race, age, culture, and current affiliations; and

personal and professional ethics and integrity, independent thought, practical wisdom, and mature judgment.
None of these criteria should be construed as minimum qualifications for director selection nor is it expected that director nominees will possess all of the criteria identified. Rather, these criteria represent
 
PetIQ, Inc.   15

TABLE OF CONTENTS
CORPORATE GOVERNANCE
the range of complementary talents, backgrounds, and experiences that the Board believes would contribute to the effective functioning of the Board. In addition, in composing a well-rounded Board, the Board and the Nominating and Corporate Governance Committee look for those individuals who would bring a variety of complementary skills to allow formation of a Board that possesses the appropriate skills and experience to oversee the Company’s business.
Board and Committee Self-Evaluations
Each year our Board conducts a self-evaluation of itself and its committees to assess its performance effectiveness and to identify opportunities for improvement. As part of the self-evaluation process, Board and committee members are asked to provide commentary regarding a variety of topics, including the following: overall Board performance, including strategy, challenges and opportunities; Board and committee meeting logistics and materials; Board and committee culture; risk oversight; and succession planning. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board and committee effectiveness.
Director Independence
Our Corporate Governance Guidelines provide that a majority of the members of our Board and each member of our Audit, Compensation and Nominating and Corporate Governance Committees meet the independence criteria under listing standards for the Nasdaq Stock Market LLC (“Nasdaq”). Our Board, following consultation with our Nominating and Corporate Governance Committee, has undertaken a review of the independence of the directors and nominees for director and considered whether any director or nominee has a material relationship with us that could compromise his or her ability to exercise judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that six of our seven current directors, Messrs. Hall, First, Huff and Walker and Mses. O’Loughlin and Lefko, are “independent directors” as defined under the applicable Nasdaq listing standards and the Securities and Exchange Commission (“SEC”) rules and regulations. In making that determination, our Board considered whether each director and nominee has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
[MISSING IMAGE: pc_independentdirectors-pn.jpg]
   
Meetings of the Board of Directors
The Board met 14 times during 2023. Each of the members of the Board that served during 2023 participated in over 75% of the meetings of the Board and committees on which each Board member respectively served. Members of the Board are expected to attend each Board meeting.
The non-management directors of the Company meet at least quarterly in executive sessions of the Board without management present. Mr. First, the Lead Independent Director, presides over sessions of non-management directors.
 
16   2024 Proxy Statement

TABLE OF CONTENTS
CORPORATE GOVERNANCE
Committees of the Board of Directors
Our Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board determines the membership of each of these committees from time to time, and pursuant to our Corporate Governance Guidelines only outside, independent directors serve on these committees. The current members of each committee are identified in the table below:
Board Committees(1)
Name
Compensation
Audit
Nominating and
Corporate
Governance
McCord Christensen*
Allan Hall C
Mark First C X
Scott Huff X C
Kimberly Lefko X
Sheryl O’Loughlin X
Kenneth Walker X
(1)
“C” = Chair of Committee; “X” = Member of Committee, “*” = Chairman of the Board
Audit
Committee
Members:
Allan Hall (Chairman)
Kenneth Walker
Kimberly Lefko
Our Audit Committee is composed of Messrs. Hall and Walker and Ms. Lefko, with Mr. Hall serving as committee chair. Our Board has determined that each of Messrs. Hall and Walker and Ms. Lefko meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq listing standards. Our Board has also determined that each of Messrs. Hall and Walker and Ms. Lefko qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered public accounting firm and internal audit function. Specific responsibilities of our Audit Committee include:

appointing, compensating, retaining and overseeing the work of the independent registered public accounting firm;

evaluating the performance of our independent registered public accounting firm and determining whether to retain or terminate its services;

determining and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;

reviewing and discussing with management and our independent registered public accounting firm the results of the annual audit;

reviewing and discussing with management and our independent registered public accounting firm the Company’s quarterly and annual financial statements, including the Company’s disclosures under the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s periodic reports;

reviewing with management and our independent registered public accounting firm significant issues that arise, if any, regarding accounting principles and financial statement presentation;
 
PetIQ, Inc.   17

TABLE OF CONTENTS
CORPORATE GOVERNANCE

reviewing and discussing with management and our independent registered public accounting firm the Company’s significant accounting policies and practices and any changes thereto;

conferring with management regarding the scope, adequacy and effectiveness of our internal controls over financial reporting;

discussing with management the process for assessing and managing risks, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such expenses;

discussing with management the process for assessing and managing material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems, as well as our internal controls and disclosure controls and procedures relating to cybersecurity incidents;

regularly report to the Board and review with the full Board any issues that arise concerning: (a) the quality or integrity of the Company’s financial statements; (b) the Company’s compliance with legal or regulatory requirements; (c) the performance and independence of the Company’s independent auditor; or (d) the performance of the internal audit function;

establishing procedures for the receipt, retention and treatment of any complaints we receive regarding accounting, internal accounting controls or auditing matters, and reviewing any such complaints received by the Company; and

reviewing, ratifying and approving related party transactions and overseeing all transactions between us and any related party that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Our Audit Committee met four times in 2023.
Compensation
Committee
Members:
Mark First (Chairman)
Scott Huff
Sheryl O’Loughlin
Our Compensation Committee is composed of Messrs. First and Huff and Ms. O’Loughlin, with Mr. First serving as committee chair. Our Board has determined that each of Messrs. First and Huff and Ms. O’Loughlin is “independent” within the meaning of applicable Nasdaq listing standards and is a “non- employee director” as defined in Rule 16b-3 under the Exchange Act. The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

reviewing and approving corporate performance goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers and evaluating performance in light thereof;

determining the compensation and other terms of employment of our Chief Executive Officer and, in consultation with the Chief Executive Officer, other executive officers;

administering our equity-based compensation plans and other incentive compensation plans;
 
18   2024 Proxy Statement

TABLE OF CONTENTS
CORPORATE GOVERNANCE

reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements for our executive officers, as appropriate;

reviewing incentive compensation arrangements to determine whether they encourage excessive risk-taking and reviewing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate such risk;

reviewing, evaluating and approving the compensation of our non-employee directors; and

reviewing and discussing with management our policies and practices related to management of human capital resources
The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Compensation Committee did not engage a compensation consultant in 2022.
Our Compensation Committee met three times in 2023.
Nominating and Corporate Governance Committee
Members:
Scott Huff (Chairman)
Mark First
Our Nominating and Corporate Governance Committee is composed of Messrs. First and Huff, with Mr. Huff serving as committee chair. The responsibilities of the Nominating and Corporate Governance Committee include:

identifying individuals qualified to become members of our Board, consistent with criteria included in our Corporate Governance Guidelines;

recommending director nominees to the Board;

recommending a chairperson to the Board;

recommending members and chairpersons of committees to the Board;

recommending executive officers to the Board;

reviewing and making recommendations to the Board regarding the appropriate size, performance, composition, duties, responsibilities and classes of the Board;

overseeing the annual self-evaluation of the Board and its committees; overseeing succession planning for the Chief Executive Officer;

overseeing a new director orientation program and continuing education program for current directors;

overseeing the Company’s corporate governance practices and procedures, including Board tenure and retirement policies, if any; and

reviewing any proposals properly and validly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.
Our Nominating and Corporate Governance Committee met three times in 2023.
 
PetIQ, Inc.   19

TABLE OF CONTENTS
CORPORATE GOVERNANCE
Criteria for Selection of Directors
The Nominating and Corporate Governance Committee is responsible for:

searching for, identifying, evaluating and recommending to the Board candidates to fill new positions or vacancies on the Board and reviewing any candidates recommended to the Board by stockholders if such recommendations are made in compliance with the requirements set forth in the Bylaws; and

making recommendations to the Board regarding the selection and approval of nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders of the Company.
Other Committees
Our Board may establish other committees as it deems necessary or appropriate from time to time.
Committee Charters
Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under written charters adopted by the Board. These charters are posted on the “Investor Relations” page of our website, http://ir.petiq.com. The contents of our website are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has, at any time, been one of our executive officers or employees.
None of our executive officers currently serves, or has served during the last completed year, as a member of the Board or Compensation Committee (or other committee serving an equivalent function) of another entity that had one or more of its executive officers serving as a member of our Board.
Risk Oversight
The Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing risk exposure and the Board and its committees overseeing those efforts. Management has formed a risk committee representing key functions, including human resources, legal, information technology, finance, and operations.
The Board oversees our risk management processes directly and through its three committees. The full Board considers specific enterprise-level risk topics, including risks associated with our strategic plan, business operations, capital structure and liquidity, acquisition and capital allocation program, and organizational structure. The Board also has delegated risk oversight to its committees, as described below. Each committee reports to the full Board, as appropriate, including if and when a matter rises to the level of a material or enterprise level risk.
 
20   2024 Proxy Statement

TABLE OF CONTENTS
CORPORATE GOVERNANCE
Committee Risk Oversight
Audit Committee
Compensation Committee
Nominating and Corporate
Governance Committee
The Audit Committee oversees our risk management processes, including the adequacy of disclosures relating to significant risks. The Audit Committee also performs central oversight with respect to financial, accounting, operational and tax risks and steps the Company has taken to monitor and control such exposures. In addition, the Audit committee is responsible for oversight of the process for assessing and managing material risks relating to data privacy, technology, and information security, including cybersecurity, threats, and back-up of information systems on which the full Board is briefed at least annually. The Compensation Committee oversees risks associated with the Company’s compensation policies and practices, including reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking and discussing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk. The Compensation Committee also oversees risks associated with the Company’s human capital. The Nominating and Corporate Governance Committee oversees risks associated with corporate governance and board management, including matters related to Board diversity and CEO succession planning.
Oversight of Cybersecurity Risk
The Audit Committee reviews cybersecurity status, risks, and threats periodically. Additionally, as needed, individual directors may reach out to Company management directly with cybersecurity questions or clarifications.
We have implemented cybersecurity processes and procedures in coordination with cybersecurity risk mitigation tools and services designed to help prevent, detect, and eradicate cybersecurity incidents. Our Chief Information Officer (“CIO”), who has more than 30 years of IT experience, has overall accountability for cybersecurity. The Cybersecurity Manager reports to the CIO. The Cybersecurity manager, who has overall responsibility for assessing and managing cybersecurity risk as well as managing and monitoring the cybersecurity technology stack, has more than 20 years of IT experience and is an ANSI/EC-Council certified CISO.
Our cybersecurity incident management processes include processes to assess the impact of an incident for reporting purposes, as well as escalation procedures for incidents (based on severity, risk, and impact) that can flow communications and decisions up through the CIO, Executive/Senior Leadership, and the Audit Committee as needed.
We have never experienced a material cybersecurity incident.
Board of Directors’ Leadership Structure
Our Corporate Governance Guidelines provide that the role of Chairman of the Board may be held by both management and non-management directors, as recommended by the Nominating and Corporate Governance Committee. The Chairman of our Board is currently our Chief Executive Officer, McCord Christensen. The Board believes that Mr. Christensen is best situated to serve as Chairman because he founded the Company, is the director most familiar with our business and is best suited to formulate, lead the discussion of, and execute our strategy.
Our Board has appointed Mr. First to serve as Lead Independent Director to preside over meetings of our independent directors, serve as the liaison between our Chairman and the independent directors and
 
PetIQ, Inc.   21

TABLE OF CONTENTS
CORPORATE GOVERNANCE
perform additional duties as our Board may otherwise determine or delegate from time to time. While serving as Lead Independent Director, Mr. First has followed governance practices established by the Board that support effective communication and effective Board performance. The Lead Independent Director role fosters a Board culture of open discussion The Board has determined that the current Board leadership structure is appropriate for PetIQ for the following reasons:

the current structure is working well and the Lead Independent Director is highly effective in his role;

there are effectiveness and efficiency advantages of having the same person serve as Chairman of the Board and Chief Executive Officer including significant knowledge of the Company’s history, customers and market opportunities, and extensive retail industry strategy experience;

the Board has open discussions and thoughtful deliberations, especially in the evaluation of risk and in support of sound decision-making;

the current size, focus, and organizational structure of the Company allows the Chairman of the Board and Chief Executive Officer roles to be effectively combined; and

the independent directors meet regularly in private sessions to discuss issues regarding the Company under the leadership of the Lead Independent Director.
Corporate Governance Documents
The Board has adopted Corporate Governance Guidelines, a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics. We are committed to high standards of business integrity and corporate governance. All of the Company’s corporate governance documents are published on the Company’s website at http://ir.petiq.com and are also available upon request from the Corporate Secretary. The Board regularly reviews corporate governance developments and modifies the Company’s corporate governance documents from time to time. We recently made substantial edits to various policies. Please see “Environmental, Social and Governance” in this Proxy Statement.
If we make any substantive amendments to our Code of Ethics or grant any of principal executive officer, principal financial officer and principal accounting officer or controller or person performing similar functions any waiver, including any implicit waiver, from a provision of our Code of Ethics, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
The contents of our website are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
Communications with the Board of Directors
The Board welcomes communications from the Company’s stockholders and other interested parties. Pursuant to our Corporate Governance Guidelines, stockholders and any other interested parties may send communications to the Board, any committee of the Board, the Chairman of the Board, the Lead Independent Director or any other director in particular to PetIQ, Inc., Attention: Corporate Secretary, 230 East Riverside Drive, Eagle, Idaho 83616. Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication. The Secretary of the Company will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Secretary may forward the communication to the executive officer or Chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of
 
22   2024 Proxy Statement

TABLE OF CONTENTS
CORPORATE GOVERNANCE
the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.
Director Nomination by Stockholder Procedures
The Nominating and Corporate Governance Committee has the responsibility for reviewing and recommending to the Board candidates for director positions. The Nominating and Corporate Governance Committee will consider nominations made by stockholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director, as described above under “— Criteria for Selection of Directors,” based on whether the nominee is recommended by a stockholder or whether the recommendation comes from another source. Pursuant to Section 1.11 of our Bylaws, nominations of persons for election to the Board at an annual meeting of stockholders may be made by any stockholder of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Corporate Secretary. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, our Corporate Secretary at the Company’s principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the annual meeting is more than 30 days prior to the anniversary of the preceding year’s annual meeting or more than 60 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which “public announcement” of the date of such annual meeting is made by the Company. For purposes of the Bylaws, “public announcement” means disclosure in a press release reported by a national news service or in a document publicly filed by us with the SEC.
The stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder proposes to recommend for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice is given. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to PetIQ, Inc., Attention: Corporate Secretary, 230 East Riverside Drive, Eagle, Idaho 83616. A copy of our Bylaws has been filed as Exhibit 3.1 to our Current Report on Form 8-K with the SEC on October 31, 2022.
 
PetIQ, Inc.   23

TABLE OF CONTENTS
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
As a vertically integrated manufacturer and distributor of pet products and a trusted provider of veterinary services, PetIQ is dedicated to giving pet parents convenient access to affordable care that enhances the lives of their pets. We are committed to developing products that are safe, innovative, effective, accessible, and environmentally friendly. Within the organization and in our interactions with partners and retailers, we strive to maintain strong standards of safety, health, quality, security, and environmental protection to reduce energy consumption from non-renewable sources, reduce workplace risk, provide a safe working environment for employees and our commitment to product quality and regulatory compliance helps eliminate product losses and community exposure to hazardous substances.
ESG Oversight
Our environmental, social and governance (“ESG”) efforts are guided by our Executive Vice President and General Counsel and overseen by our Board. Our Board is responsible for reviewing and approving ESG policies and provides guidance on our ESG initiatives and priorities. Our Compensation Committee is responsible for oversight of human capital management and our Board includes directors that possess knowledge, skills, and experience, in ESG-related topics, specifically diversity and inclusion.
Our Executive Vice President and General Counsel is responsible for providing updates on ESG to the Board on a quarterly basis. The Executive Vice President and General Counsel also maintains oversight of our anti-bribery and anti-corruption program, Environmental Health and Safety Policy, Insider Trading Policy, Code of Ethics for Senior Financial Officers and Code of Business Ethics.
We have identified a number of subject matter experts and representatives throughout the Company that support our ESG efforts and disclosure. These individuals represent functions including human resources, operations, legal and finance.
Environmental, Health and Safety
We strive to develop products that are safe, effective and environmentally friendly. Throughout our operations, we are committed to reducing workplace hazards and managing environmental risks. In 2022, we implemented a new Environmental, Health & Safety Policy to formalize and communicate our standards to uphold occupational safety, mitigate health risks and protect the environment throughout our operations.
All Company locations must comply with the Occupational Safety and Health Act (“OSHA”) and other applicable federal and state regulatory safety and environmental requirements and are subject to outside compliance audits. PetIQ’s legal, quality and regulatory departments have established standard operating procedures to ensure product quality, regulatory compliance and waste reduction. PetIQ maintains a 24/7 anonymous hotline through which anyone can report concerns regarding quality, safety or a range of other concerns as needed.
PetIQ is dedicated to implementing responsible practices throughout our entire supply chain. We prioritize the continuous monitoring of materials used in our products, supply chain, and operations. To achieve this, we work closely with our key suppliers and utilize a multidisciplinary approach involving various teams such as regulatory, supply chain/operations, R&D, legal, and quality. Our product stewardship approach focuses on minimizing the use of hazardous chemicals and substances of concern, while carefully managing critical materials in our products, packaging, and manufacturing processes to ensure compliance with applicable regulations. Additionally, we are notified of any changes to hazardous chemical requirements and take into consideration customer preferences related to materials of concern in finished goods. Overall, we are committed to upholding high standards for product safety and sustainability across all our operations.
PetIQ is committed to offering outstanding customer support and providing resources that our customers require. We have a team of knowledgeable professionals who are readily available by telephone and email to assist and offer support to our customers. Our team is dedicated to answering any questions
 
24   2024 Proxy Statement

TABLE OF CONTENTS
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
and providing guidance on our products and services whenever needed. We provide support on a wide range of questions, including product usage instructions, dosage guidelines, potential side-effects, and proper storage and handling. With our dedicated team of experts, our customers can rest assured that they are receiving the best possible support and guidance in using our products and services effectively and safely.
We recognize that climate change attributed to human behavior is causing companies to consider eco-friendly alternatives and/or more carbon neutral processes, manufacturing techniques, waste reduction, recycling and improved operational and energy efficient facilities. Some states and the Securities and Exchange Commission are considering or have implemented rules that would require companies to disclose their carbon footprint. While we will continue to produce high-quality products and services that meet or exceed customer expectations, we will continue to assess methods of production and distribution that reduce impact on climate. Our assessment may include new forms of packaging, production methods that reduce water and power usage, reductions in landfill waste, distribution using electric vehicles in lieu of diesel burning vehicles, etc.
One of the key indicators of our success in this regard is our track record of never having a product recall which involves significant use of resources, increases in waste, re-work, power and resource consumption. This achievement is a testament to the rigorous quality control processes and standards that we have in place across our operations. Our compliance/quality systems are designed in part to support our commitment to sustainability. From the sourcing of raw materials and manufacturing processes to the testing and inspection of finished products, we prioritize quality at every step in our production chain. While we recognize that product recalls are an unfortunate reality for many companies, we are proud of our track record and remain committed to upholding the highest standards of quality and safety in everything we do.
Diversity Equity & Inclusion
PetIQ believes that creating an environment that embraces diverse backgrounds and perspectives leads to a stronger, more engaged workforce. Our commitment to fostering a diverse, equitable, and inclusive environment is key to our mission of providing high quality, innovative solutions that advance the industry and improve the lives of pets and pet parents.
We are proud to highlight our ongoing efforts and commitment to Diversity, Equity, and Inclusion (“DEI”). Our DEI initiatives are aimed at creating a diverse and inclusive workplace where employees feel valued, respected, and empowered. Our key DEI initiatives include:

Diverse Workforce: We are dedicated to building a diverse workforce that reflects the communities we serve and the customers we support. We actively promote diversity in our recruitment, hiring, and promotion processes, and strive to create an inclusive culture that embraces differences in age, gender, race, ethnicity, sexual orientation, disability, and other characteristics.

Inclusive Leadership: We believe that inclusive leadership is critical to fostering a culture of belonging and empowering employees to reach their full potential.

Equal Opportunity and Fair Treatment: We are committed to providing equal opportunity and fair treatment to all employees, regardless of their background. We have policies and practices in place to prevent discrimination, harassment, and bias in the workplace, and we take prompt and appropriate action to address any reported concerns.

Inclusive Workplace Policies: We have established inclusive workplace policies that promote equal treatment and respect for all employees. These policies include anti-discrimination and anti-harassment policies, and accommodations for employees with disabilities, and reasonable accommodation of religious beliefs, among others. We regularly review and update these policies to ensure they align with best practices and reflect our commitment to DEI.
Our DEI initiatives are integral to our organizational values, culture, and long-term success. We are committed to promoting diversity, equity, and inclusion at all levels of our organization and fostering a workplace where all employees can thrive, contribute their unique perspectives, and achieve their full potential.
 
PetIQ, Inc.   25

TABLE OF CONTENTS
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
2023 Diversity Metrics

Workforce Gender Diversity: 73% female

Workforce Racial/Ethnic Diversity: 40%
Community & Public Policy Engagement
Throughout the year, we support the communities in which we operate through charitable donations and employee engagement. In 2023, we made charitable contributions to 19 new organizations, including the St. Augustine Humane Society, Midlands Humane Society, and Friends of Costco Guild. We also continued our support of organizations in our communities, such as the Idaho Humane Society Inc., the Idaho Food Bank, and the Flagler Humane Society. In addition to charitable initiatives, we donate excess products to pet shelters and pet rescue partners to reduce waste. We also offer opportunities for employees to volunteer within the local community.
On occasion, we also engage in public policy and lobbying, both directly and indirectly through industry associations, to support our commitment to protect and advocate for pets and pet parents. In 2023, we engaged with and participated in associations including the Animal Policy Group, LLC, American Pet Products Association (APPA), Better Business Bureau, the National Animal Supplement group, the Generic Animal Drug Alliance, and the National Animal Supplement Council. Our public policy engagement standards are outlined in our Anti-Bribery and Anti-Corruption Policy, which is overseen by our Executive Vice President and General Counsel.
2023 Charitable Contribution & Lobbying Metrics

Charitable Contributions = $218,812

Lobbying and Advocacy Groups = $134,370
Governance
We believe in transparent, honest communication, and doing what’s right for our partners, colleagues, pets and pet parents. We are committed to upholding the highest degree of integrity throughout the organizations and have a Code of Business Ethics & Conduct that applies to all employees, officers and directors, including our subsidiaries, regardless of seniority level. Our Code of Business Ethics & Conduct and Anti-Bribery, Anti-Corruption Policy are available on our website at https://ir.petiq.com/corporate-governance/highlights. The contents of our website are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
In conclusion, our ESG commitments are embedded in our corporate culture and strategic decision-making process. We believe that by prioritizing environmental, social, and governance considerations, we are well-positioned to create sustainable value for our stakeholders, contribute positively to society, and drive long-term, responsible growth.
 
26   2024 Proxy Statement

TABLE OF CONTENTS
NON-EMPLOYEE DIRECTOR COMPENSATION
Summary of Non-Employee Director Compensation Arrangements
Director Compensation
The Company’s non-employee director compensation program consists of the following components:

Annual Cash Retainer — for 2023, each non-employee director was entitled to receive an annual cash retainer of $60,000 in consideration for his or her service on the Board.

Committee Chair Retainers — in addition, for 2023, each non-employee director serving as the chair of a committee of the Board received a cash fee, as applicable, of $10,000 (for the chairs of the Compensation and Nominating and Corporate Governance Committees) or $20,000 (for the chair of the Audit Committee).

Equity Grants — finally, each non-employee director received an annual restricted stock unit award in 2023 with a grant date fair value of $90,000 (rounded up to the nearest whole share), vesting on the one-year anniversary of the date of grant based on continued service as a director through such date.
2023 Non-Employee Director Compensation
The following table presents information regarding the compensation earned or paid during 2023 to our non-employee directors who served on the Board during the year. Employee directors do not receive compensation for their service as members of the Board.
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)
(1)
Total
Mark First(2) 72,500 90,000 162,500
Allan Hall 80,000 90,000 170,000
Scott Huff(3) 65,000 90,000 155,000
Kimberly Lefko 60,000 90,000 150,000
Sheryl O’Loughlin 60,000 90,000 150,000
Kenneth Walker 60,000 90,000 150,000
(1)
The amounts reported in this column represent for each non-employee director, the grant date fair value of the annual restricted stock unit award granted on June 21, 2023. All annual restricted stock unit awards vest in full on the first anniversary of the grant date, provided that the applicable director continues to serve as a director through such date. The grant date fair value of each award was calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted stock unit awards, please see Note 9 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, each non-employee director held outstanding equity awards consisting of 6,077 unvested restricted stock units.
(2)
The cash fees owed to Mr. First were paid to an affiliate of the Eos Funds (as defined below).
(3)
The cash fees owed to Mr. Huff were paid to an entity affiliated with Mr. Huff.
Mr. Christensen, our Chief Executive Officer, is also the Chairman of our Board but does not receive any additional compensation for his service on the Board. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Christensen.
 
PetIQ, Inc.   27

TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our Common Stock as of April 12, 2024 by:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Common Stock, on an as-converted basis;

each of our named executive officers;

each of our directors and director nominees; and

all of our executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of April 12, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding the applicable options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. The percentage of shares beneficially owned shown in the table below is based upon 29,714,775 shares of Common Stock outstanding as of April 12, 2024, comprised of 29,483,235 shares of Class A Common Stock and 231,540 shares of Class B Common Stock.
Except as otherwise noted below, the address for persons listed in the table is c/o PetIQ, Inc., 230 East Riverside Drive, Eagle, Idaho 83616.
Shares of Class A
Common Stock
Beneficially Owned
Shares of Class B
Common Stock
Beneficially Owned
Combined
Voting Power
Number
Percentage
Number
Percentage
5% Stockholders
Eos Funds(1) 1,972,687 6.7% 6.6%
BlackRock, Inc.(2) 2,911,862 9.9% 9.8%
James Nathan Clarke(3) 1,690,802 5.7% 5,7%
The Vanguard Group(4) 2,147,759 7.3% 7.2%
Named Executive Officers and Directors
Allan Hall(5) 6,730 * *
McCord Christensen(6) 511,376 1.7% 114,027 49.2% 2.1%
Mark First(1)(5) 1,985,157 6.7% 6.7%
Scott Huff(5) 12,117 * *
Kimberly Lefko(5) 8,745 * *
Sheryl O’Loughlin(5) 8,745 * *
Kenneth Walker(5) 7,286 * *
William Carter(7) * *
Zvi Glasman(8) 44,056 * *
R. Michael Herrman(9) 14,764 * *
John Pearson(10) 12,975 * *
Michael Smith(11) 148,431 * *
Total Executive Officers and Directors as a Group (11 Persons) 2,745,618 9.2% 114,027 49.2% 9.5%
*
less than 1%
 
28   2024 Proxy Statement

TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
(1)
Includes 1,660,344 shares of Class A Common Stock held by Eos Helios Partners IV, L.P. and 312,343 shares of Class A Common Stock held by Eos Partners, L.P. (collectively, the “Eos Funds”), which are affiliates of Eos Management, L.P. As Managing Director of Eos Management, L.P., Mr. First has voting and investment control over and may be considered the beneficial owner of the Class A Common Stock owned by the Eos Funds. Mr. First disclaims any beneficial ownership of the Class A Common Stock owned by the Eos Funds. The principal business address for the Eos Funds is 437 Madison Avenue, New York, NY 10022. Information contained in the table above and this footnote is based solely on a report on Schedule 13G/A filed with the SEC on February 14, 2022 with respect to the ownership of the Eos Funds.
(2)
The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Information contained in the table above and this footnote is based solely on a report on Schedule 13/A filed with the SEC on February 1, 2023.
(3)
Includes 353,703 shares of Class A Common Stock held by Labore et Honore LLC and 71,022 shares of Class A Common Stock held by Clarke Capital Partners LLC (collectively, the “Clarke Capital Entities”). Mr. Clarke is the Manager of the Clarke Capital Entities and has voting and investment control over and may be deemed to be the beneficial owner of the shares of Class A Common Stock held by the Clarke Capital Entities. Also includes 239,916 shares of Class A Common Stock owned by the James N. Clarke Irrevocable Trust, the trustee of which is Mr. Clarke’s spouse, Andrea M. Clarke, 924,673 shares of Class A Common Stock held by the JNC 101 Trust, the trustee of which is Mrs. Clarke, and 101,488 shares of Class A Common Stock held by the Andrea M. Clarke Irrevocable Trust, dated December 27, 2012, of which Mr. Clarke is the trustee. The principal business address of the foregoing persons is 5152N Edgewood Drive, Suite 375, Provo, UT 84604. Information contained in the table above and this footnote is based solely on a report on Schedule 13G/A filed with the SEC on February 11, 2022.
(4)
The principal business address of The Vanguard Group. is 100 Vanguard Boulevard, Malvern, PA 19355. Information contained in the table above and this footnote is based solely on a report on Schedule 13/A filed with the SEC on February 13, 2024.
(5)
Excludes 6,077 unvested restricted stock units.
(6)
Includes 365,700 vested non-qualified stock options held by Mr. Christensen and excludes 13,321 unvested non-qualified stock options and 335,644 unvested restricted stock units. Also, includes shares of Class B Common Stock held by Christensen Ventures, LLC (“Ventures”). Mr. Christensen is the manager of Ventures and exercises voting and investment control over all shares held by Ventures.
(7)
Excludes 46,033 unvested restricted stock units.
(8)
Includes 18,257 vested non-qualified stock options held by Mr. Glasman and excludes 18,256 unvested non-qualified stock options and 93,926 unvested restricted stock units. Also includes 1,600 shares of Class A Common Stock held by the Zvi and Marlise Glasman Family Trust, of which Mr. Glasman and his spouse are trustees and beneficiaries.
(9)
Mr. Herman was terminated without cause by the Company on August 2, 2023 from his position as Executive Vice President, General Counsel and Secretary. He is included in this table because he is a named executive officer for the year ended December 31, 2023, but he is not counted for purposes of aggregating beneficial ownership of directors and executive officers as a group. Information contained in the table above and this footnote is based solely on a report on Form 4 filed with the SEC on March 14, 2023.
(10)
Excludes 87,962 unvested restricted stock units.
(11)
Includes 81,528 vested non-qualified stock options held by Mr. Smith and excludes 3,505 unvested non-qualified stock options and 313,218 unvested restricted stock units.
 
PetIQ, Inc.   29

TABLE OF CONTENTS
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of the reports furnished to the Company and written representations from reporting persons that all reportable transaction were reported, the Company believes that during the fiscal year ended December 31, 2023 the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a) of the Exchange Act, except for a Form 4 for Zvi Glasman filed on January 11, 2023 with respect to a transaction that occurred on January 3, 2023.
 
30   2024 Proxy Statement

TABLE OF CONTENTS
   
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures for Related Party Transactions
Our Board has a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. The policy covers any transactions, arrangements or relationships, or any series of similar transactions, arrangements or relationships, in which we are to be a participant and our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock and any members of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, as determined by the Audit Committee. Related party transactions include, without limitation, purchases of goods or services by or from the related person or entities in which the related party has a material interest, and indebtedness, guarantees of indebtedness or employment by us of a related party. All related party transactions must be presented to our Audit Committee for review, consideration, and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances as well as the extent of the related party’s interest in the transaction.
Related Party Transactions
Chris Christensen, the brother of CEO, McCord Christensen, is an agent at Moreton Insurance (“Moreton”), which acts as a broker for a number of the Company’s insurance policies. The Company’s annual premium expense, which is paid at a variety of times throughout the year and is generally paid directly to the relevant insurance company, amounted to $7.1 million in 2023. Mr. Chris Christensen earns various forms of compensation based on the specifics of each policy.
Katie Turner, the spouse of CEO, McCord Christensen, is the owner of Acadia Investor Relations LLC, (“Acadia”) which acts as the Company’s investor relations consultant. Acadia has been paid $0.2 million for the year ended December 31, 2023.
Mike Glasman, the brother of CFO, Zvi Glasman, acted as a broker in connection with the Company’s entry into a Master Services Agreement with Syndeo, LLC d/b/a Broadvoice (“Broadvoice”) in February 2023 for the provision of certain information technology related services. The amount to be paid to Broadvoice over the 39-month agreement is $0.4 million. $0.05 million was paid to Broadvoice for the year ended December 31, 2023. Mr. Glasman earns various fees based on the services provided by Broadvoice.
John Pearson, Executive Vice President, Services & Manufactured Products, received a loan totaling $0.9 million during the second quarter of 2022 to facilitate his relocation to the Boise, Idaho area. The loan was fully repaid in the second quarter of 2023 and was not outstanding at any time that Mr. Pearson was an executive officer of the Company. Mr. Pearson paid interest of $0.01 million to the Company for the period the loan was outstanding.
 
PetIQ, Inc.   31

TABLE OF CONTENTS
AUDIT COMMITTEE REPORT
The Audit Committee serves as the representative of the Board with respect to its oversight of:

the integrity of our financial statements;

our accounting and financial reporting processes;

audits of the Company’s financial statements;

systems of internal control over financial reporting;

compliance with legal and regulatory requirements;

our systems and policies to monitor and manage the Company’s major financial risk exposures and material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems;

the process for assessing and managing information security risk, and information security best practices, policies, and legal and regulatory risk;

the independent registered public accounting firm’s appointment, qualifications, independence and compensation; and

the performance of our internal audit function.
The Audit Committee also reviews the performance of our independent registered public accounting firm, KPMG, in the annual audit of our consolidated financial statements and in assignments unrelated to the audit, and reviews the independent registered public accounting firm’s fees. In selecting and evaluating an independent registered public accounting firm, the Audit Committee considers such factors as the quality and efficiency of the services provided by the auditor, the auditor’s capabilities and the auditor’s technical expertise and knowledge of the Company’s operations and industry. Each year, the Audit Committee will evaluate the qualifications, performance, tenure, and independence of the Company’s independent auditor and determine, after also considering the impact of a change in auditor, whether to re-engage the current independent auditor. KPMG has audited our financial statements since 2014.
The Audit Committee is currently composed of three independent directors, Messrs. Hall and Walker and Ms. Lefko, each of whom qualifies as an “audit committee financial expert” under the SEC rules.
The Audit Committee provides our Board such information and materials as it may deem necessary to make our Board aware of financial matters requiring the attention of our Board. The Audit Committee reviews our financial disclosures and meets privately, outside the presence of our management, with our independent registered public accounting firm. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in our 2023 Annual Report with management, including a discussion of accounting principles, the reasonableness of significant judgments made in connection with the audited consolidated financial statements, and disclosures in the consolidated financial statements. The Audit Committee reports on these meetings to our Board.
Our management has primary responsibility for preparing our consolidated financial statements and for our financial reporting processes. In addition, our management is responsible for establishing and maintaining adequate internal control over financial reporting.
The Audit Committee reports as follows:
(1)
The Audit Committee has reviewed and discussed the audited consolidated financial statements for fiscal year 2023 with management.
(2)
The Audit Committee has discussed with KPMG, our independent registered public accounting firm for fiscal year 2023, the matters required to be discussed under the Public Company Accounting Oversight Board (“PCAOB”) standards.
(3)
The Audit Committee has received the written disclosures and the letter from KPMG pursuant to applicable requirements of the PCAOB regarding the independent accountant’s communications
 
32   2024 Proxy Statement

TABLE OF CONTENTS
AUDIT COMMITTEE REPORT
with the Audit Committee concerning independence, and has discussed with KPMG its independence, including whether the provision of non-audit services to us is compatible with its independence.
The Audit Committee has adopted a policy that requires pre-approval of all audit, audit-related, tax services, and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee (or by one or more members of the Audit Committee pursuant to any delegated authority) of specifically defined audit and non-audit services.
Unless the specific service has been previously pre-approved with respect to that fiscal year, the Audit Committee (or any member or members of the Audit Committee with such delegated authority) must approve the specific service before the independent registered public accounting firm is engaged to perform such services for us.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in PetIQ’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, for filing with the SEC.
The foregoing report was submitted by the Audit Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act or the Exchange Act.
Respectfully submitted by:
THE AUDIT COMMITTEE
Allan Hall (Chair)
Kimberly Lefko
Kenneth Walker
 
PetIQ, Inc.   33

TABLE OF CONTENTS
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS
Recommendation of the Board
The Board recommends that stockholders vote “FOR” the ratification of
the Company’s independent auditors.
The Audit Committee has selected KPMG as the Company’s independent accountants for fiscal year 2024, and the Board is asking stockholders to ratify that selection. Although current law, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and supervise the independent accountants, the Board considers the selection of the independent accountants to be an important matter of stockholder concern and is submitting the selection of KPMG for ratification by stockholders as a matter of good corporate practice.
Fees Paid to Independent Accountants
The following table sets forth the aggregate fees billed for various professional services rendered by KPMG:
2023
2022
Audit Fees(1) $ 2,230,000 $ 2,195,000
Audit-Related Fees(2) 14,900 1,053,700
Tax Fees
All Other Fees $
Total Fees
$ 2,244,900 $ 3,248,700
(1)
Audit fees include fees associated with the annual audit of our consolidated financial statements and reviews of the Company’s quarterly reports on Form 10-Q and other services that are normally provided by the independent accountants in connection with our regulatory filings.
(2)
Audit-related fees relate to acquisition related due diligence services and work paper review.
All services listed in the above table were approved by the Audit Committee.
We expect representatives of KPMG to be available at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.
Vote Required
The affirmative vote of a majority of votes entitled to be cast by stockholders who are present in person or represented by proxy and entitled to vote is required to ratify the selection of KPMG as the Company’s independent accountant for the current fiscal year.
 
34   2024 Proxy Statement

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Program
The Compensation Committee of our Board of Directors, which we refer to herein as the “Committee,” is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy and executive compensation programs. The Committee strives to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers, including the named executive officers, are similar to those provided to executive officers at comparable companies in similarly situated positions.
Named Executive Officers
For 2023, our named executive officers and their respective titles are as follows:

McCord Christensen, Chief Executive Officer

Zvi Glasman, Chief Financial Officer

Michael Smith, President and Chief Operating Officer

John Pearson, Executive Vice President, Services & Manufactured Products

William Carter, Executive Vice President and General Counsel

R. Michael Herrman, Former Executive Vice President, General Counsel & Corporate Secretary
2023 Management Changes
Mr. Carter was appointed Executive Vice President and General Counsel of the Company effective August 28, 2023, following the Company’s termination of Mr. Herrman’s employment on August 2, 2023. For descriptions of the arrangements entered into between the Company and each respective named executive officer in connection with these changes, please see the headings below entitled, “William Carter New Hire RSU Award” and “R. Michael Herrman Separation Benefits.”
The Board promoted Mr. Pearson to the role of Executive Vice President, Services & Manufactured Products, effective August 2, 2023. Mr. Pearson previously served as Senior Vice President and Head of Services of the Company.
Compensation Philosophy and Objectives
The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives at companies with, among other things as discussed in greater detail below, similarly sized revenues. To that end, the Committee believes that executive compensation packages provided by us to our executives, including to our named executive officers, should include both cash and equity-based compensation that rewards performance as measured against established goals.
Role of Executive Officers in Compensation Decisions
Our Chief Executive Officer annually reviews the performance of each of our named executive officers (other than the Chief Executive Officer, whose performance is reviewed by the Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments
 
PetIQ, Inc.   35

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
and annual incentive award target and actual payout amounts, are presented to the Committee, which has the discretion to modify any recommended adjustments or awards to executives.
The Committee has final approval over all compensation decisions for our named executive officers and approves recommendations regarding cash and equity awards to all of our executive officers.
Stockholder Feedback
At our 2023 annual meeting of stockholders, a strong majority of our stockholders approved our executive compensation structure in a “say-on-pay” advisory vote, with over 83% voting in favor of our executive compensation structure. Accordingly, the Committee determined to not to make any changes to our executive compensation program as a direct result of the advisory vote.
Setting Executive Compensation
Based on the foregoing objectives, the Committee has structured our executive compensation programs to motivate our executives to achieve the business goals set by us and to reward the executives for achieving these goals. In evaluating executive compensation, the Committee considers a variety of factors, including market demands, internal equity and external surveys which provide insight into and guidance on the pay practices of similar companies. While survey data provides us with a helpful guideline, we do not make compensation decisions based on any single factor.
Executive Compensation Components
The principal components of compensation for our named executive officers are:

base salary;

annual incentives; and

long-term incentive awards.
Base Salary
We provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salaries established for our named executive officers are intended to reflect each individual’s responsibilities, experience, historical performance and other discretionary factors deemed relevant by the Committee and have generally been set at levels deemed necessary to attract and retain individuals with superior talent. Base salaries are also designed to provide our named executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in the Company’s operating performance. The initial base salary for our named executive officers is established in their employment agreements.
Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit-based increases to salaries of the executives, including our named executive officers, are based on the Committee’s assessment of the individual’s performance.
In reviewing base salaries of our executives, the Committee primarily considers:

historical base salary levels;

scope and/or changes in individual responsibility;

internal analysis of the executive’s compensation, both individually and relative to other officers; and

individual performance of the executive.
The Committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by the Committee subjectively based upon the foregoing.
 
36   2024 Proxy Statement

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth the 2022 and 2023 annual base salary rates for the named executive officers.
Name
2022 Base Salary Rate ($)
2023 Base Salary Rate ($)
Percentage Increase
McCord Christensen(1) 997,500 1,047,375 5.0%
Zvi Glasman(1) 525,000 551,250 5.0%
Michael Smith(1) 700,000 735,000 5.0%
John Pearson(2) 537,000 %
William Carter(3) 400,000 %
R. Michael Herrman(1) 450,000 472,500 5.0%
(1)
In January 2023, the Board approved the Company’s 2023 budget, which included base salary increases of 5% for Messrs. Christensen, Glasman, Smith, and Herrman, effective January 1, 2023, to reflect cost of living adjustments and inflation.
(2)
Mr. Pearson was not an executive officer (or a named executive officer) in 2022. His initial 2023 base salary rate in the role of Senior Vice President and Head of Services was $437,824, and effective August 2, 2023, in connection with his promotion to the role of, and the significant expansion of his responsibilities as, Executive Vice President, Services & Manufactured Products, the Committee approved an increase in his base salary to $537,000.
(3)
Mr. Carter joined the Company in August 2023.
Annual Incentives
Our named executive officers are eligible for annual cash bonuses based on Company performance, with payment amounts determined by the Committee based on the Committee’s assessment of performance for the applicable year. The annual incentive plan is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by the Committee.
Each named executive officer is assigned an annual target bonus opportunity for an annual cash bonus expressed as a percentage of such executive’s base salary. An executive’s target annual incentive percentage generally increases as his or her ability to affect the Company’s performance increases. Consequently, as an executive’s responsibilities increase, his or her variable compensation in the form of an annual cash bonus also increases, generally making up a larger portion of the executive’s total compensation. Our named executive officers’ annual cash bonuses are 100% based on the Company’s achievement of performance against predetermined goals.
The following table sets forth the 2023 annual target bonus opportunities for the named executive officers.
Name
Target Bonus as %
of Base Salary
Target Bonus ($)
McCord Christensen 100% 1,047,375
Zvi Glasman 100% 551,250
Michael Smith 100% 735,000
John Pearson 100% 537,000
William Carter(1) 100% 138,082
R. Michael Herrman 100% 472,500
(1)
Per the terms of his offer letter, Mr. Carter’s 2023 annual cash bonus opportunity was prorated, as shown in this table, to reflect his start date in August 2023.
For 2023, the Committee determined to use Segment Adjusted EBITDA as the sole annual incentive performance measure because it is the primary measure used to evaluate the effectiveness of the management team’s business strategies. Segment Adjusted EBITDA is utilized solely for determining incentive compensation and is defined as Adjusted EBITDA, a non-GAAP financial measure (see Appendix A, “Reconciliation of non-GAAP Financial Measures” for information regarding Adjusted EBITDA and a reconciliation to net income, the most directly comparable GAAP measure), as further adjusted to include non same-store operating results related to the Services segment wellness centers with less than six full quarters of operating results, and pre-opening expenses.
 
PetIQ, Inc.   37

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
In February 2023, the Committee set a Segment Adjusted EBITDA target range for 2023 of $97 million to $103 million. The Committee set a target range rather than a specific target given uncertain macroeconomic conditions existing at the time that the 2023 performance goals were being determined. The Committee also believed that using a target range would reduce compensation risk and better align the interests of management and stockholders to encourage management to invest in long-term growth potentially at the expense of short-term Segment Adjusted EBITDA. The Committee determined that the 2023 annual cash bonuses would be payable based on Segment Adjusted EBITDA reaching the performance levels set forth in the table below, with linear interpolation being used between the specified performance levels (threshold and the bottom of the target range; the top of the target range and maximum) to determine the bonus payout percentage. In determining the achievement of Segment Adjusted EBITDA, consistent with our pay-for-performance philosophy of providing incentive awards for delivering operating results, the Committee deemed it appropriate to exclude from the Company’s financial performance results: (i) up to an additional $3.7 million in advertising and promotional spend during 2023 to drive long-term growth and (ii) certain severance costs, as each constituted a significant unplanned, unbudgeted item.
Performance Level
Segment Adjusted EBITDA
Level of Achievement of
Segment Adjusted EBITDA
(% of Target)
Bonus Payout Percentage
Threshold $85.0 million 85% or less 0%
Target (range)
Bottom of range:
$97.0 million
Midpoint: $100.0 million
Top of range: $103.0 million 100% 100%
Maximum $115.0 million 115% or above 150%
Segment Adjusted EBITDA achieved by the Company for 2023, including the adjustments described above, was $116.9 million, which resulted in performance at approximately 116% of the midpoint of the Segment Adjusted EBITDA target range (i.e., achievement of the maximum level of Company performance).
The following table sets forth the 2023 annual cash bonuses earned by the named executive officers with respect to Company performance.
Name
2023 Annual Incentive
Payout Percentage
(% of Target)
2023 Annual Bonus ($)
McCord Christensen 150% 1,571,063
Zvi Glasman 150% 826,875
Michael Smith 150% 1,102,500
John Pearson 150% 805,500
William Carter(1) 150% 207,123
R. Michael Herrman(2)
(1)
Per the terms of his offer letter, Mr. Carter’s 2023 annual cash bonus was prorated to reflect his start date in August 2023.
(2)
Mr. Herrman terminated employment in August 2023 and did not receive a 2023 annual cash bonus.
Also, in recognition of his outsized performance in his short time at the Company in 2023, particularly with respect to implementing significant reductions in outside legal spend during the last four months of 2023, the Committee determined to provide Mr. Carter with an additional $50,000 discretionary bonus.
Long-Term Incentive Awards
We established the Amended and Restated 2017 Omnibus Incentive Plan (as subsequently amended, the “Omnibus Plan”) in connection with our initial public offering in 2017, pursuant to which cash and equity-based incentives (including through an annual incentive program) may be granted to participating employees, directors and consultants. The principal purposes of the Omnibus Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with our objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give us a significant advantage in attracting and retaining key employees, directors and consultants. Our Omnibus Plan provides for the grant of incentive stock options within the
 
38   2024 Proxy Statement

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and performance units), and other stock or cash-based awards.
2023 LTI Program
In August 2018, the Committee adopted a long-term incentive award program (the “LTI Program”) under the Omnibus Plan, pursuant to which equity awards are made on an annual basis to certain employees of the Company, including our named executive officers. Each participant has an LTI target representing a percentage of base salary that is used to determine the total grant date value of the participant’s LTI Program award. The percentage of a participant’s LTI Program target that is ultimately awarded is determined based on the level of Segment Adjusted EBITDA achieved by the Company in the year prior to the year of grant, as compared to the predetermined threshold, target, and maximum performance levels and the Segment Adjusted EBITDA budget set for each year by the Committee (“Performance-Based Condition”). A participant will only receive an award under the LTI Program to the extent that they remain employed by the Company on the grant date.
The Committee determined that the size of an eligible named executive officer’s 2023 LTI award would be based on Segment Adjusted EBITDA reaching the performance levels set forth in the table below, with linear interpolation being used between the specified performance levels to determine such amount.
Performance Level
Level of Achievement of
Segment Adjusted EBITDA
Based Against Budget
Percentage of
Performance-LTI
Target Awarded
Threshold
More than 85%    
50%
Target
100%    
100%
Maximum
115% or above    
115%
The Segment Adjusted EBITDA budget set by the Committee for 2022 was originally $100 million. In July 2022, after considering the Company’s revised outlook for 2022 in light of slowing overall category growth and changes in consumer spending given the macroeconomic climate, the Committee determined to exercise its discretion to revise the Segment Adjusted EBITDA target for 2022 to $94 million. The Segment Adjusted EBITDA achieved by the Company in 2022 was $94.1 million, which resulted in performance at slightly above target. Despite the above-target performance on an as adjusted basis, the Committee determined to exercise negative discretion and limit the amount of each 2023 LTI award to 100% of target.
The following table sets forth the 2023 LTI award opportunities for the named executive officers (other than Mr. Carter, who had not yet commenced employment with the Company). Since the Performance-Based Condition was achieved at target for the named executive officers, they were eligible to receive 100% of their respective 2023 LTI award opportunities:
Name
2023 LTI Award
Opportunity
(% of 2022 Base Salary)
McCord Christensen 200%
Zvi Glasman 100%
Michael Smith 100%
John Pearson 100%
R. Michael Herrman 100%
Consistent with the Company’s 2022 LTI awards, the 2023 LTI awards granted to the Company’s named executive officers in February 2023 consisted solely of restricted stock units (“RSUs”), which vest ratably in annual installments over four years from the date of grant, generally based on a participant’s continued employment with the Company through each vesting date.
 
PetIQ, Inc.   39

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
Based on their respective 2023 LTI award opportunities, each named executive officer (other than Mr. Carter, who had not yet commenced employment with the Company) received a grant of RSUs pursuant to the LTI Program in 2023 in the amounts set forth below:
Name(1)
Restricted Stock
Units (#)
McCord Christensen 196,552
Zvi Glasman 51,725
Michael Smith 68,966
John Pearson 40,887
R. Michael Herrman(2) 44,335
(1)
Mr. Carter joined the Company in August 2023 and thus was not eligible to receive a 2023 LTI award. For a description of Mr. Carter’s new-hire RSU award, please see the heading below entitled, “William Carter New Hire RSU Award.”
(2)
Mr. Herrman forfeited all outstanding and unvested equity awards in connection with his termination of employment.
Michael Smith Retention Grant
In addition to the 2023 LTI award described above, in August 2023, Mr. Smith received a one-time, special retention grant of 200,000 RSUs. In considering this grant, the Committee noted that Mr. Smith is a critical driver of the Company’s business. He was promoted to the roles of President and Chief Operating Officer in 2022 with significantly increased responsibilities at the Company and did not receive an equity award associated with that promotion. In addition, Mr. Smith is a highly sought after executive in the retail industry and the Committee was concerned that the total value of Mr. Smith’s equity holdings of the Company were below a level that the Committee believed was adequate for retention. Specifically, Mr. Smith’s total retention equity as of June 30, 2023 consisted of stock options (which may be exercised only while employed by the Company or shortly thereafter) and unvested RSUs (which will vest only if Mr. Smith remains employed on the vesting date). Of this retention equity, approximately 45% consisted of stock options, 100% of which were underwater as of June 30, 2023. The Committee also noted that Mr. Smith’s underwater stock options comprised the highest percentage of retention equity of any of the Company’s executive officers other than the Chief Executive Officer. Based on this analysis, the Committee concluded that a one-time special retention grant of time-based RSUs with ratable four-year vesting would serve as an important tool in retaining Mr. Smith as a critical driver of the Company’s business in the next several years. Mr. Smith will forfeit any unvested RSUs if he resigns from the Company prior to the four-year award fully vesting.
William Carter New Hire RSU Award
Mr. Carter commenced serving as Executive Vice President and General Counsel in August 2023. In connection with his hire, we entered into an offer letter with Mr. Carter, pursuant to which Mr. Carter was entitled to receive a new-hire grant of 20,000 RSUs, vesting ratably in equal annual installments over four years from the date of grant, generally subject to Mr. Carter’s continued employment with the Company through each vesting date. For additional information regarding Mr. Carter’s employment arrangement with the Company, please see the heading below entitled, “Summary Compensation Table — Executive Employment Arrangements — William Carter.”
R. Michael Herrman Separation Benefits
Mr. Herrman’s employment with the Company was terminated without cause in August 2023. In connection with his termination, Mr. Herrman received separation benefits in accordance with the terms of his employment agreement, subject to his execution and non-revocation of a general release and waiver of claims and his compliance with the terms of his restrictive covenant obligations to the Company. Please see the heading below entitled “Summary Compensation Table — Executive Employment Arrangements — R. Michael Herrman” for additional detail.
Retirement Plan
We maintain a qualified defined contribution 401(k) plan in which all of our eligible employees, including our named executive officers, may participate. In 2023, the Company matched contributions up to the first 4% of a participant’s eligible deferred compensation under the 401(k) plan.
 
40   2024 Proxy Statement

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
Limited Perquisites
We provide named executive officers with limited perquisites that we and the Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions.
Employment Agreements and Severance Benefits
We provide our named executive officers with certain severance protections in their employment agreements in order to attract and retain an appropriate caliber of talent for such positions. Our employment agreements with the named executive officers and the severance provisions set forth therein are summarized below under “— Executive Employment Arrangements” and “— Potential Payments upon Termination or Change in Control.” We intend to periodically review the level of the benefits in these agreements.
Hedging and Pledging Disclosure
The Company’s Insider Trading Policy (the “Policy”) prohibits directors and officers designated as “officers” for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (together, the “Section 16 Reporting Persons”) from (i) entering into hedging or monetization transactions involving our Company stock and (ii) holding our Company stock in a margin account or pledging our Company stock as collateral for a loan. An excerpt from the Policy is set forth below:
Margin Accounts and Pledges. Section 16 Reporting Persons may not pledge any Company securities as collateral for a loan and such person may not hold Company securities as collateral in a margin account. Such persons may not have control over these transactions as the securities may be sold at certain times without such person’s consent. A margin or foreclosure sale that occurs when a person subject to this policy is aware of material, nonpublic information may, under some circumstances, result in unlawful insider trading. This provision shall not apply with respect to members of the Company’s Board of Directors who may indirectly engage in such transactions in a professional capacity.
Hedges and Monetization Transactions. Section 16 Reporting Persons may not engage in hedging or monetization transactions, through transactions in Company securities or through the use of financial instruments designed for such purpose. Such hedging and monetization transactions may permit a person to own Company securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s stockholders generally.
Clawback Policy
In November 2023, the Committee adopted a new clawback policy that complies with the new listing standards adopted by Nasdaq that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and applies to our current and former executive officers (as defined in applicable SEC rules). The policy provides that, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws (including any accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company must recover from covered executive officer who received incentive compensation during the three-year period preceding the date on which the Company is required to prepare the account restatement, based on the erroneous data, the amount, if any, in excess of which would have been paid to the covered executive officers under the accounting restatement. Under the policy, recoupment is required regardless of whether the covered executive officer engaged in any misconduct and regardless of fault and the Company’s obligation to clawback incentive compensation is not dependent on whether or when any restated financial statements are filed. In addition, the Committee may dismiss an executive officer, authorize legal action, or take such other action to enforce the executive officer’s obligations to the Company as it may deem appropriate in view of all facts surrounding the
 
PetIQ, Inc.   41

TABLE OF CONTENTS
COMPENSATION DISCUSSION AND ANALYSIS
particular case. This policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023.
Our prior clawback policy, adopted in March 2019, which still applies to incentive compensation received before October 2, 2023, provides that, in the event the Company is required by applicable U.S. federal securities laws to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under such securities laws, the Company may recover from executive officers who received incentive compensation during the three-year period preceding the date on which the Company is required to prepare an accounting restatement, based on the erroneous data, the amount, if any, in excess of what would have been paid to the executive officers under the accounting restatement. In determining what actions to take under our prior clawback policy, the Committee will take into account all relevant factors, including whether the executive officer engaged in fraud, misconduct or other bad-faith action that caused or partially caused the need for the restatement. In addition, the Committee may dismiss an executive officer, authorize legal action, or take such other action to enforce the executive officer’s obligations to the Company as it may deem appropriate in view of all the facts surrounding the particular case.
Both our current and prior clawback policies are administered by the Committee, which has the sole discretion in making all determinations under the clawback policies, which will be binding on all individuals.
Tax and Accounting Implications
One of the factors the Committee considers when determining executive compensation is the anticipated tax treatment to the Company and to the executives of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. While the Committee generally considers this limit when determining compensation, there are instances in which the Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its stockholders. The Committee also considers the accounting treatment of the cash and equity awards in making decisions about the awards that it grants and maintains.
 
42   2024 Proxy Statement

TABLE OF CONTENTS
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Respectfully submitted by:
THE COMPENSATION COMMITTEE
Mark First (Chair)
Scott Huff
Sheryl O’Loughlin
 
PetIQ, Inc.   43

TABLE OF CONTENTS
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table discloses the compensation information for fiscal years 2021 through 2023 for our principal executive officer (“PEO”), principal financial officer (“PFO”), the three most highly compensated executive officers other than the PEO and PFO who were serving as executive officers at the end of the last completed fiscal year and our former executive vice president, general counsel and secretary (collectively, the “named executive officers”).
Name and
Principal Position
Year
Salary
($)
Bonus
Stock
Awards
($)
(1)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
(2)
All Other
Compensation
($)
(3)
Total
($)
McCord Christensen
Chief Executive Officer
2023 1,046,416 2,122,762 1,571,063 6,400 4,746,641
2022 997,500 1,880,996 997,500 3,875,996
2021 950,000 949,982 660,009 950,000 11,300 3,521,291
Zvi Glasman(4)
Chief Financial Officer
2023 550,745 558,630 826,875 13,200 1,949,450
2022 525,000 800,000 333,749 525,000 11,048 2,184,701
Michael Smith
President and Chief Operating
Officer
2023 734,247 4,088,833 1,102,500 13,200 5,938,780
2022 623,942 495,010 700,000 11,392 1,830,345
2021 500,000 1,323,012 173,683 725,000 5,192 2,726,887
John Pearson
Executive Vice President, Services
and Manufactured Products
(5)
2023 482,990 441,580 805,500 6,522 1,736,592
William Carter
Executive Vice President and General
Counsel
(6)
2023 130,769 50,000(7) 396,000 207,123 783,892
R. Michael Herrman
Former Executive Vice President,
General Counsel and Secretary
(8)
2023 272,164 478,818 461,970 1,212,952
2022 439,961 396,008 450,000 10,000 1,295,969
2021 400,000 200,017 138,949 400,000 1,138,966
(1)
The amounts reported in the “Stock Awards” column for 2023 represent the grant date fair value of the restricted stock unit awards granted to the named executive officers, calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the restricted stock unit awards, please see Note 9 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
(2)
The amounts reported in the “Non-Equity Incentive Plan Compensation” column for 2023 represent the amounts earned under the Company’s 2023 annual incentive program based on achievement of the applicable Segment Adjusted EBITDA target, as described above in the Compensation Discussion and Analysis under the heading “Annual Incentives.”
(3)
The amounts reported in the “All Other Compensation” column for 2023 represent employer matching contributions under the Company’s 401(k) plan, except for amounts reported for Mr. Herrman, who received $450,000 in severance payments pursuant to his employment agreement for a termination without cause by the Company.
(4)
Mr. Glasman became the Company’s Chief Financial Officer on January 3, 2022. Mr. Glasman was not a named executive officer in 2021 and thus, only 2023 and 2022 compensation information is shown for him in this table.
(5)
Mr. Pearson became the Company’s Executive Vice President, Services and Manufactured Products on August 2, 2023. Mr. Pearson was not a named executive officer in 2022 and 2021 and thus, only 2023 compensation information is shown for him in this table.
(6)
Mr. Carter became the Company’s Executive Vice President and General Counsel on August 28, 2023. Mr. Carter was not a named executive officer in 2022 and 2021 and thus, only 2023 compensation information is shown for him in this table.
(7)
Amount represents a discretionary bonus with respect to 2023 approved by the Compensation Committee.
(8)