Alexander Ware
About Alexander H. Ware
Alexander H. Ware (age 63) has served as an independent director of Barfresh Food Group Inc. (BRFH) since July 13, 2016, bringing CFO-level public company experience and multi-unit restaurant operating leadership; he holds a BA in Economics from Hampden-Sydney College and an MBA from the University of Virginia Darden School of Business . The board determined him to be independent per Nasdaq Rule 5605(a)(2), and he currently chairs BRFH’s Audit Committee; he has maintained at least 75% attendance in board and committee meetings in recent years . His background spans executive roles at PepsiAmericas (EVP & CFO), Buffalo Wild Wings (Interim President/CFO), and private equity/industry advisory capacities, aligning with BRFH’s beverage and foodservice exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buffalo Wild Wings | Interim President; EVP & CFO | Oct 2016–2018 | Senior financial/operator; transition leadership |
| MStar Holding Corporation (MicroStar) | Executive Chairman; Interim CEO | 2012–2016; Interim CEO in 2013 | Beer keg logistics; governance over operations/logistics |
| Pohlad Companies | Senior Advisor; EVP Strategic Development | 2010–2015 | Family office strategy; corporate development |
| PepsiAmericas/PepsiCo | Executive roles culminating in EVP & CFO | 1994–2010 (CFO 2005–2010) | Public company finance, global operations |
| Booz Allen Hamilton | Senior Associate | 1990–1994 | Strategy/consulting foundation |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| MStar Holding Corporation (MicroStar) | Board Director | Private | Current |
| Stonearch Capital | Advisory Board | Private | Current |
| Foodsby, Inc. | Advisor; Former President | Private | Advisor current; President Sep 2018–Dec 2021 |
| HyperSpectral.ai | Advisor | Private | Current |
Board Governance
- Committee assignments: Audit (Chair as of 2025), Compensation (member), not on Nominating/Governance; audit committee focuses on financial reporting/internal controls .
- Independence: BRFH board determined that five of six directors are independent; Ware has been independent since appointment under Nasdaq Rule 5605(a)(2) .
- Attendance: In 2024, the board met five times with ≥75% attendance by all directors and committee members; in 2023 the board met six times with ≥75% attendance .
- Leadership structure: Combined Chair/CEO role (no lead independent director), with audit committee risk oversight; governance posture unchanged in recent proxies .
- Committee evolution: Audit chair moved from Arnold Tinter in 2024 to Alexander Ware in 2025, signaling elevated oversight responsibility for Ware .
Fixed Compensation
| Fiscal Year | Fees Earned (Cash) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | $0 | $50,000 | $0 | $50,000 |
| 2023 | $0 | $50,000 | $0 | $50,000 |
| 2024 | $0 | $50,000 | $0 | $50,000 |
- Structure: Directors compensated primarily via annual equity grants; BRFH reimburses expenses; no meeting fees disclosed for Ware in recent years .
- Historical shift: Early appointment disclosed $12,500 quarterly cash fee (2016), but recent years show equity-only compensation for Ware, increasing alignment and conserving cash .
Performance Compensation
| Category | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed for directors; compensation delivered via stock awards/options without stated performance conditions |
| Vesting schedules for director equity | Not itemized per director; aggregate tables show director stock/option awards but no performance vesting terms for director equity |
Note: Performance metrics and vesting details are robust for executives (e.g., PSUs tied to revenue and adjusted EBITDA), but not for directors; thus, pay-for-performance analysis for Ware relies on equity ownership rather than metric-linked director pay .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| MStar (MicroStar) | Director | Not disclosed | Industry adjacency (beer keg logistics) but no BRFH transaction disclosed |
| Stonearch Capital | Advisory Board | Not disclosed | PE advisory; no BRFH transaction disclosed |
| Foodsby | Advisor (former President) | Not disclosed | No BRFH transaction disclosed |
| HyperSpectral.ai | Advisor | Not disclosed | No BRFH transaction disclosed |
- Related-party exposure: 2016 appointment 8-K explicitly disclosed no transactions involving Ware above related-party thresholds; proxy policy requires board approval for related-party loans/securities issuances; no Ware-specific related-party transactions disclosed subsequently .
Expertise & Qualifications
- Beverage and restaurant operations expertise; strategic and financial planning; corporate development; resource allocation and distribution .
- CFO-level public company experience and multi-unit restaurant leadership supports audit chair responsibilities .
- Education: BA Economics (Hampden-Sydney); MBA (UVA Darden) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Apr 17, 2023 | 79,440 | 0.6% | Includes The Alexander Ware Revocable Trust holdings |
| Apr 25, 2024 | 113,348 | 0.8% | Includes 57,959 trust shares |
| Apr 25, 2025 | 129,029 | 0.8% | Includes 127,529 trust shares |
- Pledging/Hedging: No pledging or hedging disclosures identified for Ware in recent proxies; Section 16 compliance affirmed for directors/officers in FY2024 .
- Options: Beneficial ownership footnotes for Ware focus on trust-held common shares; no options within 60 days indicated for Ware in 2025 table .
Governance Assessment
- Board effectiveness: Ware’s elevation to Audit Chair in 2025 enhances independent oversight of financial reporting and internal controls; his CFO and operator background is a fit for this role .
- Independence and attendance: Independent since appointment, with consistent ≥75% attendance, supporting engagement and governance quality .
- Alignment: Equity-only director compensation for Ware in 2022–2024 signals alignment with shareholder interests and cash conservation; his rising beneficial ownership since 2023 strengthens skin-in-the-game, albeit <1% of shares outstanding .
- Red flags: Combined Chair/CEO structure with no lead independent director persists; while audit oversight is robust, lack of a lead independent director may concern governance-focused investors . Unibel’s contractual right to seat its designee on all committees can influence committee composition dynamics, though not specific to Ware .
- Shareholder signals: Say-on-pay in 2025 passed overwhelmingly with 9,809,173 votes in favor vs. 17,560 against (980 abstain), suggesting broad investor support for compensation practices; directors, including Ware, were re-elected with strong support .
Appendix: Key Vote Outcomes (2025 Annual Meeting)
| Proposal | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Alexander H. Ware – Director Election | 9,815,324 | 12,389 | — |
| Say-on-Pay Approval | 9,809,173 | 17,560 | 980 |
| Auditor Ratification (Eide Bailly LLP) | 9,930,728 | 407 | 9,000 |
Notes on Committee Composition (Trend)
- 2023: Audit – Tinter/Lang/Ware; Compensation – Tinter/Borus/Ware; Nominating – Tinter/Lang/Ortiz-Cochet .
- 2024: Audit – Tinter (Chair)/Lang/Ware; Compensation – Tinter/Borus/Ware; Nominating – Tinter/Lang/Ortiz-Cochet .
- 2025: Audit – Ware (Chair)/Lang/Cugine; Compensation – Borus/Cugine/Ware; Nominating – Lang/Ortiz-Cochet .
Independence and Appointment History
- Appointment date: July 13, 2016; independent director status affirmed under Nasdaq Rule 5605(a)(2) at appointment .
- No appointment arrangements; initial director fee then $12,500 per quarter (cash), later transitioning to equity awards per director compensation tables .