Lindsey Schwartz
About Lindsey Schwartz
Lindsey L. Schwartz (age 58) was appointed to BranchOut Food Inc.’s Board on February 13, 2025; he is an experienced operator in the food and restaurant sector and holds a B.S. in Business Administration from the University of Southern California . He currently serves as Executive Chairman of Schwartz Brothers Restaurants (since September 2020) and previously served as its CEO, bringing domain expertise in foodservice and bakery operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schwartz Brothers Restaurants | Executive Chairman | Since Sep 2020 | Oversight of multi-restaurant and bakery operations; prior CEO experience |
| Schwartz Brothers Bakery (affiliated) | Executive oversight via parent | Ongoing | Product sales to major grocery/warehouse chains in U.S. and Canada |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Evergreens Salads | Director | Current | Board service at salad chain |
| South Forty Snacks | Advisory Board Member | Current | Industry advisory role |
| Tiphaus | Advisory Board Member | Current | Technology/restaurant payments advisory |
| Radius Networks | Advisory Board Member | Current | Tech/location services advisory |
| Nutpods | Advisory Board Member | Former | Former advisory role in food/beverage |
Board Governance
- Independence: The Board determined Lindsey Schwartz is independent under Nasdaq standards .
- Committee assignments: Member, Audit Committee (Jones—Chair; Schwartz; Somerville) . Chair, Compensation Committee (Schwartz—Chair; Somerville; Jones) .
- Board leadership: Combined CEO/Chairman (Healy) with no Lead Director; independent directors provide oversight given company size and history .
- Board activity/attendance disclosure: In 2024, the Board held 3 meetings and acted by written consent ~10 times; all directors reached ≥75% attendance except Jones (missed one). Schwartz joined in 2025; 2024 attendance disclosure does not cover him .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Award ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/SERP ($) | All Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|---|---|---|
| 2024 | - | - | - | - | - | - | - | Schwartz joined after FY 2024; no 2024 director compensation |
Other 2024 director comp context: Jones option grant fair value $38,974; Somerville $17,111; Israel $34,221; no cash fees paid, indicating equity-heavy director pay for that year .
Performance Compensation
| Metric Category | Details |
|---|---|
| Director performance metrics tied to compensation | Not disclosed for directors (no RSU/PSU performance criteria or director bonus metrics in proxy for FY 2024) . |
Other Directorships & Interlocks
- Public company directorships disclosed: None specified; external roles listed appear private or advisory .
- Potential interlocks: Schwartz Brothers Bakery sells into major grocery/warehouse chains; no disclosed related-party transactions or BOF business dealings with entities affiliated with Schwartz .
Expertise & Qualifications
- Industry experience: Executive leadership in restaurants/food manufacturing, including bakery operations and distribution in U.S./Canada .
- Governance roles: Chair of BOF Compensation Committee and member of Audit Committee; Board determined independent .
- Education: B.S., Business Administration, University of Southern California .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lindsey Schwartz | 171,550 | 1.4% | Includes 30,000 shares under currently exercisable option |
| Shares Outstanding (Record Date) | 12,327,109 | — | As of Nov 3, 2025 (Annual Meeting record date) |
Breakdown and alignment signals:
- Options: 30,000 currently exercisable; specific grant date/exercise price not disclosed in proxy for Schwartz .
- Pledging/hedging: No pledging or hedging disclosures for Schwartz; Section 16(a) delinquency disclosures did not list him among late filers in 2024 .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
-
Strengths
- Independent director with sector-relevant operating expertise; Chair of Compensation Committee, indicating board confidence in his governance capabilities .
- Member of Audit Committee, contributing to financial oversight, with the committee meeting independence and literacy requirements .
- Meaningful personal ownership (171,550 shares, 1.4%) including exercisable options, supporting alignment .
-
Risks / RED FLAGS
- Audit Committee lacks a designated “financial expert” under Item 407(d) following CFO’s resignation from the committee; the company is seeking such a candidate (committee still independent) .
- No Lead Independent Director and combined CEO/Chair roles, which can reduce independent leadership counterbalance; board asserts structure is appropriate given size/history .
- Capital structure/control risk context: A single investor (Kaufman Kapital LLC) holds significant potential ownership via conversion/warrants (5,984,305 shares; 34.5% beneficial ownership), shaping governance dynamics, though not directly tied to Schwartz .
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Related party and conflicts
- No related-party transactions identified involving Schwartz; 2024–2025 related-party transactions concerned other parties (Kaufman Kapital, Eagle Vision, executives), not Schwartz .
-
Compensation committee evolution
- Chair transitioned from David Israel in 2024 to Lindsey Schwartz in 2025, reflecting committee reconstitution after board changes; composition remains independent under Nasdaq rules .
-
Shareholder engagement / say-on-pay
- Advisory say-on-pay vote presented annually; 2025 proxy set for vote, but results not yet disclosed in proxy . 2024 proxy similarly presented say-on-pay and frequency proposals .
Overall, Schwartz’s independence, sector expertise, and committee leadership are positives; key governance watchpoints are the lack of an audit committee financial expert and absence of a Lead Independent Director, which the board acknowledges given company size, while ownership concentration by a major investor is a broader governance context risk not specific to Schwartz .