Laird Superfood Inc

The Board is seeking the approval of our stockholders of an amendment to the Incentive Plan, which was adopted by our Board on May 8, 2024, subject to stockholder approval (the “Amendment”). The Incentive Plan was originally approved by our Board and by our stockholders prior to our IPO. Under the Incentive Plan as originally adopted, we reserved 1,000,000 shares of our common stock for issuance as awards under the Incentive Plan. The Incentive Plan, as originally adopted, also includes an “evergreen” provision whereby the number of shares reserved for issuance under the Incentive Plan automatically increases on January 1st of each year, starting January 1, 2021 and continuing through January 1, 2030, by the lesser of (i) 4% of the aggregate number of shares of common stock on such date; or (ii) an amount determined by the Company. As of May 3, 2024, there were no shares remaining available for future issuance as awards under the Incentive Plan.

On February 22, 2024, the Board had authorized the award of an aggregate of 1,430,500 of stock options to be granted to certain Company employees under the Incentive Plan (the “February Authorization”). The grants under the February Authorization would have exceeded the authorized but unissued shares available in the Incentive Plan by 631,312 shares. As a result of this administrative error, the awards approved under the February Authorization were reduced by 631,500 shares. The Company intends to evaluate whether it is appropriate to issue additional compensation to those employees affected, including the issuance of replacement compensation, which may be granted under the Incentive Plan.

As further described below, the Amendment would further increase the number of shares of common stock available for issuance pursuant to awards under the Incentive Plan by an additional 1,536,742 shares, to a total of 4,000,000 shares of our common stock and extends the evergreen provision for an additional five years.

We believe that operation of the Incentive Plan is a necessary and powerful tool in enabling us to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive to key employees, key consultants, and non-employee directors; and to promote the success of our business. The Incentive Plan is expected to provide flexibility to our compensation methods in order to adapt the compensation of such employees, consultants, and directors to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws. We have strived to use our Incentive Plan resources effectively and to maintain an appropriate balance between stockholder interests and the ability to recruit and retain valuable employees. However, we believe there is an insufficient number of shares remaining under our Incentive Plan to meet our current and projected needs. Accordingly, our Board has determined that the Amendment is in the best interest of the Company and its stockholders. We believe that the Amendment, which increases the number of shares of common stock available for issuance pursuant to awards under the Incentive Plan, reflects best practices in our industry and is appropriate to permit the grant of equity awards at expected levels for the future.

If the Amendment is approved by our stockholders at the Annual Meeting, we intend to execute the Amendment and thereafter to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the additional shares of common stock available for issuance under the Incentive Plan and previously issued shares that have been forfeited and returned to the Incentive Plan, as applicable.

A copy of the Amendment is included as Annex A to this Proxy Statement. Described below is a summary of certain key provisions of the Incentive Plan, which is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2024.