Lisa Roger
About Lisa Roger
Lisa Roger is Chief Financial Officer and Corporate Secretary of Barfresh Food Group (BRFH). She joined effective January 17, 2022 after prior roles at FreshRealm (EVP Corporate Controller) and Fox Factory (Vice President, Accounting & Tax), and holds a BA and MBA from UCLA; she is a CPA (CA, inactive) . Age: 59 (as disclosed in 2025). Tenure: CFO since January 17, 2022 . Incentive design ties her bonus PSUs to Company revenue and adjusted EBITDA plus individual goals (weightings vary by year), aligning compensation with operating execution rather than TSR; specific TSR, revenue growth, or EBITDA growth results for her tenure are not disclosed in the proxies reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FreshRealm | EVP Corporate Controller | May 2021 – Dec 2021 | Implemented finance strategies; public-company readiness experience |
| Fox Factory Inc. | Various; most recently VP, Accounting & Tax | Mar 2014 – May 2021 | Integrated five acquisitions; tax/finance leadership at high-growth manufacturer |
External Roles
No public company directorships for Lisa Roger are disclosed in BRFH’s proxy statements; she is listed solely as an executive officer (CFO, later also Corporate Secretary) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus ($) |
|---|---|---|---|
| 2022 | 260,544 | 25% of base (offer terms) | 55,661 |
| 2023 | 275,000 | 25% of base | 20,625 |
| 2024 | 289,000 | Up to 25% of base | 39,000 |
Performance Compensation
| Plan Year | Award Type | Metric(s) | Weighting | Target | Payout Evidence | Vesting Mechanics |
|---|---|---|---|---|---|---|
| 2022 | PSU (annual bonus) | Revenue; Adjusted EBITDA; Individual goals | 25% / 25% / 50% | 15,278 units | Amount recognized as PSU expense; cash-settled in 2023 | Time-based vesting component referenced for program (CEO example) |
| 2023 | PSU (annual bonus) | Individual goals | Not separately stated (individual goal component) | Not disclosed | Settled with issuance of 11,209 shares in March 2024 | Not specified beyond standard equity plan terms |
| 2024 | PSU (annual bonus) | Revenue; Adjusted EBITDA; Individual goals | 30% / 30% / 40% | 62,284 units | Recognized as stock awards for 2024 compensation | Subject to Company’s 2015 & 2023 Equity Incentive Plans |
Equity Awards Detail (Grants, Terms, Vesting)
| Grant Date | Instrument | Shares/Options | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Jan 17, 2022 | Stock Options | 15,385 | $5.95 | Jan 17, 2030 | 50% on Jan 17, 2024; 50% on Jan 17, 2025 |
| Jan 17, 2022 | Restricted Shares | 7,693 | — | — | 50% on Jan 17, 2024; 50% on Jan 17, 2025 |
| Jan 10, 2024 | Restricted Shares | 20,000 | — | — | Equal increments on each of the second, third and fourth anniversaries of grant |
| Jun 13, 2024 | Restricted Shares | 25,000 | — | — | Equal increments on each of the second, third and fourth anniversaries of grant |
| Jun 13, 2024 | Stock Options | 150,000 | — | — | Equal increments on each of the second, third and fourth anniversaries of grant |
Outstanding as of 12/31/2023 (proxy FY23): 15,385 options unexercisable at $5.95 expiring 1/17/2030; 50% vested 1/17/2024, remainder 1/17/2025 .
Equity Ownership & Alignment
| As-of Date (Proxy) | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Apr 17, 2023 (DEF 14A 2023) | 10,649 | 0.1% | Standard beneficial ownership definition applied |
| Apr 26, 2024 (DEF 14A 2024) | 51,739 | 0.4% | Includes 7,693 shares underlying options (per filing footnote) |
| Apr 25, 2025 (DEF 14A 2025) | 81,084 | 0.5% | Includes 15,385 shares underlying options |
- Pledging/Hedging: No specific pledging or hedging disclosures for Lisa Roger were identified in the proxies reviewed; standard beneficial ownership definitions and Section 16 compliance statements are provided .
- Ownership Guidelines: No executive stock ownership guidelines were disclosed for executives in the filings reviewed .
- Alignment: 2024 and 2025 featured sizable time-vested equity (RS and options), increasing equity-at-risk and creating multi-year vesting cliffs (see Employment Terms) .
Employment Terms
- Appointment and Role: Appointed January 4, 2022 to serve as CFO effective January 17, 2022; later also Corporate Secretary as of 2025 proxy .
- Base Salary and Bonus: Offer provided $275,000 base salary, with eligibility for performance bonuses up to 25% of base, subject to Board targets; structure reaffirmed in later proxies .
- Initial Equity (2022): 7,693 restricted shares and 8-year option to purchase 15,385 shares at the 1/17/2022 closing price (file footnotes reflect $5.95); both subject to vesting, with options vesting 50% on 1/17/2024 and 50% on 1/17/2025 .
- Ongoing Equity (2024+): 2024 PSU bonus target of 62,284 units with 30% revenue, 30% adjusted EBITDA, 40% individual goals; plus additional time-vested equity: 20,000 RS (1/10/24) and 25,000 RS (6/13/24), each vesting in equal annual increments on the second–fourth anniversaries; 150,000 stock options (6/13/24) vesting in equal increments on the second–fourth anniversaries; ongoing eligibility to receive an additional 15,000 shares annually, subject to vesting .
- Code of Ethics: CFO bound by the Company’s Code of Ethics (Reg S-K Item 406 compliance) .
- Severance/Change-of-Control: Specific severance, non-compete, non-solicit, or change-of-control provisions for Lisa Roger were not disclosed in the cited proxy and 8-K materials reviewed .
Compensation Structure (Cash vs. Equity) – Multi-Year View
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 260,544 | 55,661 | 45,774 | 65,043 | 427,021 |
| 2023 | 275,000 | 20,625 | — | — | 295,625 |
| 2024 | 289,000 | 39,000 | 84,000 | 292,000 | 704,000 |
Notes: 2023 stock awards reflect PSUs for individual performance settled in March 2024 (11,209 shares) . 2024 stock awards include PSUs earned for Company and individual performance .
Vesting Schedule and Potential Insider Selling Pressure
- Near-term completed cliffs: 1/17/2024 and 1/17/2025 (50/50 vesting of the 2022 option and restricted share grants) .
- Upcoming time-based cliffs from 2024 grants:
- 20,000 RS granted 1/10/2024 vest in equal annual increments on the 2nd, 3rd, and 4th anniversaries (expected 1/10/2026, 1/10/2027, 1/10/2028) .
- 25,000 RS granted 6/13/2024 and 150,000 options granted 6/13/2024 vest in equal annual increments on the 2nd, 3rd, and 4th anniversaries (expected 6/13/2026, 6/13/2027, 6/13/2028) .
- Implication: These scheduled cliffs create periodic windows where newly vested shares/options could increase sellable supply, subject to trading windows and personal decisions; no pledging or hedging disclosures were found in reviewed documents .
Performance & Track Record
- Strategic/operational: Management cited the hire of Lisa Roger as elevating the finance team during a period including NASDAQ uplisting and distributor expansion strategy; she brings public manufacturing experience and acquisition integration background .
- Role expansion: Listed as CFO and Corporate Secretary in 2025 proxy, indicating broadened governance responsibilities .
- Disclosure gap: The proxies emphasize revenue and adjusted EBITDA as executive performance levers but do not disclose Lisa-specific TSR or quantitative operating outcomes for her tenure .
Investment Implications
- Pay-for-performance alignment: Annual PSU bonuses tied to revenue and adjusted EBITDA plus individual goals indicate line-of-sight to operating execution; large 2024 equity grants (time-based RS and multi-year options) raise the equity mix and retention hooks into 2026–2028 .
- Retention risk vs. incentive: Multi-year vesting across RS and options creates meaningful unvested value over the next 2–3 years, reducing near-term departure risk absent severance clarity; however, the absence of disclosed severance/CIC terms leaves uncertainty on downside protections .
- Ownership/skin-in-the-game: Beneficial ownership rose to 81,084 shares (0.5%) by April 25, 2025, including 15,385 option shares; while not a large stake, the cumulative unvested RS and options provide forward alignment; no pledging/hedging disclosures were found .
- Trading signal watchpoints: Monitor vesting dates in January and June each year from 2026–2028 for potential incremental supply; also track Form 4 activity around those windows for signs of selling vs. holding behavior .
Overall: Structure emphasizes execution (revenue/EBITDA) and retention via sizeable 2024 equity grants. The lack of disclosed severance/CIC terms is a diligence gap; otherwise, equity-heavy 2024 mix and scheduled cliffs suggest continued alignment and lower near-term attrition risk, with identifiable windows for potential selling pressure .