Justin Borus
About Justin Borus
Independent director of Barfresh Food Group Inc. (BRFH), appointed April 29, 2020; age 48 in the 2025 proxy. Brings ~20 years of capital markets experience; currently Chief Investment Officer of Ibex Investors, LLC; prior roles in private equity and investment banking at Bear, Stearns & Co. Inc. in New York and London. Served on non-profit boards including Anti-Defamation League and Colorado Public Radio.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear, Stearns & Co. Inc. (NY & London) | Private equity and investment banking groups | Not disclosed | Capital markets and transaction experience |
| Various non-profits (ADL, Colorado Public Radio) | Director | Not disclosed | Community governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ibex Investors, LLC | Chief Investment Officer | >10 years | Focus on niche/differentiated strategies incl. microcaps |
Board Governance
- Board and committee activity/attendance: In 2024 the board met five times; each director and each committee member attended at least 75% of meetings. In 2023 the board met six times; each director attended at least 75%.
- Committee memberships (2025): Compensation Committee member (with Joseph M. Cugine and Alexander H. Ware). Not on Audit or Nominating/Governance. Audit Committee chaired by Alexander Ware.
- Committee memberships (2024): Compensation Committee member (with Arnold Tinter and Alexander H. Ware).
- Independence: The board determined a majority of directors are independent (five of six in 2025; five of seven in 2024). The company uses NASDAQ Rule 5605(a)(2) independence standards.
- Leadership structure: Combined Chairman/CEO (Riccardo Delle Coste) with no lead independent director; board believes combined role appropriate; risk oversight primarily via committees.
- Unibel designation rights: Investor rights agreement gives Unibel (a 13.8% holder in 2025) the right to designate a director (Isabelle Ortiz-Cochet) with committee participation rights, subject to ownership thresholds.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $0 | $0 |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $0 | $0 |
| Total ($) | $0 | $0 |
Other directors received stock or option awards (e.g., Alexander Ware $50,000 stock in 2024; Steven Lang $25,000 stock + $25,000 options in 2024). Justin received no director compensation in both 2023 and 2024.
Performance Compensation
- No disclosed director performance-based equity (RSUs/PSUs) or option awards for Justin in 2023 or 2024.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Ibex Investors LLC / Ibex Microcap Fund LLLP | Investment firm / 5%+ owner | CIO; Manager of investment manager and GP of Ibex Microcap Fund LLLP | Justin is deemed beneficial owner of Ibex Microcap Fund LLLP’s 1,110,982 shares; significant holder sitting on board and compensation committee. |
Expertise & Qualifications
- Capital markets: ~20 years; CIO of a microcap-focused investment firm; prior Bear Stearns private equity and investment banking experience.
- Governance: Non-profit board experience (ADL, Colorado Public Radio).
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned (Justin Borus) | 1,440,885 | 1,440,885 |
| Ownership % of outstanding | 9.8% | 9.0% |
| Included interests | Includes 1,110,982 shares owned by Ibex Microcap Fund LLLP; Justin is manager of the investment manager and GP, deemed beneficial owner | Includes 1,110,982 shares owned by Ibex Microcap Fund LLLP; Justin is manager of the investment manager and GP, deemed beneficial owner |
Attempted to fetch Form 4 insider transactions via the insider-trades skill for more current ownership/activity; the endpoint returned 401 Unauthorized. Current holdings and percentages are derived from the company’s 2024 and 2025 DEF 14A proxies.
Governance Assessment
- Alignment signal: High personal beneficial ownership (9–10%) and no director cash/equity compensation in 2023–2024 suggest strong skin-in-the-game; however, lack of director pay may reflect waiver or firm-level economics—no rationale disclosed.
- Potential conflicts: Justin is CIO and a control person for a 5%+ holder (Ibex) while serving on the Compensation Committee, which sets executive pay—this dual role can create perceived conflicts between minority shareholder interests and broader governance considerations; monitor committee decisions and any related-party matters.
- Board independence and structure: Majority-independent board but combined Chair/CEO with no lead independent director reduces independent counterbalance; Unibel’s contractual right to designate a director with committee participation may influence committee composition. These features are governance risk factors to watch.
- Attendance/engagement: Company reports at least 75% attendance for directors and committee members in 2023–2024; no individual shortfalls disclosed.
- Related party transactions: Policy disclosed; no specific transactions involving Justin disclosed in the proxies reviewed.
RED FLAGS: Combined Chair/CEO with no lead independent director ; investor-designee with committee participation rights (Unibel) ; significant shareholder director on compensation committee .
Board and Committee Activity (Quantitative)
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 6 | 5 |
| Director attendance statement | ≥75% for all directors | ≥75% for all directors and committee members |
Notes on Compensation Committee Practices (Company-wide context)
- Compensation Committee oversees salary, benefits (including stock-based compensation), and executive officer compensation. Committee memberships changed YoY (2024: Arnold Tinter, Justin Borus, Alexander Ware; 2025: Justin Borus, Joseph M. Cugine, Alexander H. Ware).
- Say-on-pay advisory frequency: Every three years (next at 2028 annual meeting per 2025 proxy).