Joseph Cugine

About Joseph M. Cugine

Independent director of Barfresh Food Group Inc. (BRFH); age 65; appointed to the BRFH board on July 29, 2014. Former President of Barfresh Corporation, Inc. (BRFH subsidiary) from April 27, 2015 to July 13, 2021. Education: B.S., St. Joseph’s University, Philadelphia. Core credentials: >25 years in sales, marketing, operations, and supply chain; former Chief Customer Officer & SVP of PepsiCo Foodservice; owner/operator of restaurant franchises and food businesses .

Past Roles

External Roles

Board Governance

• Board/Committee attendance: Board met 5 times in 2024; each director and each committee member attended at least 75% of meetings .
• Independence: BRFH determined five of six directors are independent; Audit Committee members Joseph Cugine, Steven Lang, and Alexander Ware are independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments:
  • Audit Committee: Member; Chair is Alexander Ware .
  • Compensation Committee: Member (committee comprises Justin Borus, Joseph Cugine, Alexander Ware) .
  • Nominating & Governance Committee: Not listed as a member .
• Leadership structure: CEO/Chair roles combined; no Lead Independent Director designated .
• Investor board rights: Unibel retains a contractual right to designate a director with committee rights subject to ownership thresholds; Unibel’s designee is Isabelle Ortiz‑Cochet .

Fixed Compensation

Director compensation (non‑employee directors) — recent years:

Notes:

• BRFH reimburses directors for expenses incurred in their capacity as directors .
• The mix has shifted from options+stock (2021) to all stock awards (2023–2024) .

Performance Compensation

• No performance metrics disclosed for non‑employee director compensation; awards are reported as “Stock awards” and/or “Option awards” without stated performance conditions .

Other Directorships & Interlocks

Expertise & Qualifications

• Foodservice operations and supply chain; extensive industry contacts .
• Senior commercial leadership (PepsiCo Foodservice) .
• Multi-unit franchise ownership (Taco Bell & Pizza Hut) .
• Public company board experience (Chef’s Warehouse) .
• Degree: B.S., St. Joseph’s University .

Equity Ownership

Beneficial ownership (includes shares held and rights to acquire within 60 days):

Additional alignment indicators:

• Section 16 compliance: BRFH states directors and officers complied with Section 16 filing requirements in FY2024 .
• Transfer restrictions: Equity plans prohibit certain transfers; transferring options to a third‑party financial institution requires stockholder approval .

Governance Assessment

• Strengths:

  • Independent service on Audit and Compensation Committees; Audit Committee independence affirmed .
  • High shareholder support for executive compensation in 2025 advisory vote (see below) .
  • Director pay shifted to equity-only grants, improving alignment vs guaranteed cash .

• Concerns / RED FLAGS:

  • Combined CEO/Chair without a Lead Independent Director reduces independent oversight signal .
  • Unibel contractual designation rights (including committee access) may concentrate influence if thresholds met .
  • Attendance disclosure is minimum (≥75%) rather than explicit rates; limited transparency .
  • Limited disclosure of director stock ownership guidelines and pledging/hedging policies for directors (not disclosed) .

Say‑on‑Pay & Shareholder Feedback

Frequency: BRFH indicates advisory vote on executive compensation occurs every three years; next vote scheduled for 2028 .

Committee Structure & Effectiveness

• Audit Committee: Oversees financial reporting, internal control, and auditor independence; meets at least quarterly; 2025 members: Alexander Ware (Chair), Steven Lang, Joseph Cugine .
• Compensation Committee: Reviews salaries, benefits, stock-based compensation for executives; 2025 members: Justin Borus, Joseph Cugine, Alexander Ware .
• Nominating & Governance: Identifies/assesses director nominees; 2025 members: Steven Lang, Isabelle Ortiz‑Cochet .
• Board/committee meeting cadence & attendance: Board met 5 times in 2024; directors and committee members attended at least 75% .

Related‑Party Transactions (RPT) Screening

• Policy: Related party loans and all securities issuances require board approval; explicit RPT policy stated .
• Findings: No BRFH‑disclosed transactions involving Joseph Cugine in latest proxy; historical filings detail financings involving management/directors in aggregate without naming him specifically; most recent proxy contains no Cugine‑specific RPTs .

Compensation Structure Analysis (Director)

• Year‑over‑year mix indicates shift from options+stock to stock‑only awards (2021→2023/2024), reducing option re‑pricing risks and simplifying alignment .
• No meeting fees or chair fees disclosed for Cugine; total value appears standardized at $50k equity for non‑employee directors in recent years .
• No performance conditions disclosed for director equity; awards likely time-based given absence of metrics .

Insider Filings Snapshot

Implications for Investors

• Cugine’s operational foodservice expertise and public board experience (Chef’s Warehouse) are additive to BRFH’s audit and compensation oversight functions, supporting board effectiveness .
• Governance structure (combined Chair/CEO, no LID) and investor designation rights (Unibel) warrant monitoring for potential influence dynamics; however, committee independence and strong SOP support mitigate immediate concerns .
• Equity‑only director pay enhances alignment; beneficial ownership and exercisable options indicate “skin in the game,” though explicit ownership guidelines and pledging policies for directors are not disclosed .

Key references: 2025 DEF 14A (filed 05/09/2025), 2024 DEF 14A (filed 04/29/2024), and Annual Meeting 8‑K results (filed 06/25/2025) .