Riccardo Delle Coste
About Riccardo Delle Coste
Riccardo Delle Coste is Chairman and Chief Executive Officer of Barfresh Food Group (BRFH) since January 10, 2012; age 46 as of the 2025 proxy. He studied Commerce at Macquarie University (Australia) for 3.5 years before leaving to pursue business interests and has 20+ years of retail, hospitality and dairy manufacturing experience, plus 5+ years in investment banking . Under his leadership, BRFH delivered record FY2024 revenue of $10.7 million, up 32% year-over-year; adjusted EBITDA loss improved to $1.315 million versus $1.674 million in FY2023. Management guided to FY2025 revenue of $14.5–$16.6 million, citing expanded bottling capacity and education channel wins .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barfresh Food Group Inc. (BRFH) and Barfresh NV (wholly-owned subsidiary) | Chairman, President & CEO | Since Jan 10, 2012 | Invented and commercialized pre-packaged portion smoothie technology; led manufacturing accreditation, product development and commercialization |
| Investment Banking (unspecified firms) | Investment banker | 5+ years | Financing and capital markets expertise leveraged for corporate growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company proxy biographies reviewed | — | — | No external public company directorships disclosed for Delle Coste in BRFH proxies |
Fixed Compensation
Multi-year CEO compensation (as disclosed):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | 397,031 | 375,000 | 375,000 | 394,000 |
| Annual Bonus ($) | - | 28,161 | 61,086 | 146,000 |
| Option Awards ($) | 75,960 | 102,733 | 20,438 | 18,000 |
| Stock Awards ($) | — (PSU structure noted, cash-settled in 2023) | — (PSU structure noted, cash-settled in 2023) | PSU grant date fair value included in compensation narrative (shares issued in 2024) | PSU grant date fair value included in compensation narrative (final vesting of 2022 PSU; 2024 PSU earned) |
| All Other (car allowance) ($) | 10,800 | 10,800 | 10,800 | 11,000 |
| Total Compensation ($) | 483,791 | 516,694 | 467,324 | 569,000 |
Notes:
- “Stock awards” for 2023/2024 reflect PSUs tied to revenue, adjusted EBITDA and individual goals; settlement involved share issuance in 2024 (details below) .
Performance Compensation
Annual incentive (PSU) design and outcomes:
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Company Revenue | 44% | PSU target award 254,580 units | Revenue $10.717m | PSUs earned; final vesting of 2022 PSU included in 2024 stock awards | 34% time-based vesting on award |
| 2024 | Adjusted EBITDA | 44% | PSU target award 254,580 units | Adjusted EBITDA loss improved to $1.315m | PSUs earned (company and individual goals) | 34% time-based vesting on award |
| 2024 | Individual Goals | 12% | PSU target award 254,580 units | Not quantified | Included in PSU earned | 34% time-based vesting on award |
| 2023 | Company Revenue | 44% | PSU target award 167,217 units | Revenue $8.127m | 2023 PSUs settled with issuance of 20,380 shares in March 2024 | 34% time-based vesting on award |
| 2023 | Adjusted EBITDA | 44% | PSU target award 167,217 units | Adjusted EBITDA loss $1.674m | 2023 PSUs settled (see share issuance) | 34% time-based vesting on award |
| 2023 | Individual Goals | 12% | PSU target award 167,217 units | Not quantified | 2023 PSUs settled with share issuance noted above | 34% time-based vesting on award |
| 2022 | Company Revenue | 33% | PSU target award 41,667 units | Revenue $9.162m (GAAP); adjusted context in 2023 10-K | PSU expense cash-settled in 2023 | 34% time-based vesting on award |
| 2022 | Adjusted EBITDA | 33% | PSU target award 41,667 units | Not quantified | PSU expense cash-settled in 2023 | 34% time-based vesting on award |
| 2022 | Individual Goals | 34% | PSU target award 41,667 units | Not quantified | PSU expense cash-settled in 2023 | 34% time-based vesting on award |
Additional settlement detail: 2024 proxy notes issuance of 14,585 shares (net of 5,142 withheld for taxes) for 2022 PSU and 20,380 shares for 2023 PSU in early 2024; 2025 proxy confirms PSU earned under 2024 performance bonus and final vesting of 2022 PSU .
Equity Ownership & Alignment
Beneficial ownership (CEO):
| Metric | Apr 17, 2023 | Apr 26, 2024 | Apr 25, 2025 |
|---|---|---|---|
| Shares Beneficially Owned (Total) | 1,851,081 | 1,894,877 | 1,884,266 |
| Percent of Class | 13.9% | 12.7% | 11.7% |
| Shares via R.D. Capital Holdings Pty Ltd | 1,501,880 | 1,642,022 | 1,642,022 |
| Family Trust | 6,782 | 6,782 | 6,782 |
| Exercisable Options Included | 144,233 | 163,464 | 153,848 |
| Warrants Included | 1,867 (promissory note) and 131,309 (deferred compensation) | 76,018 (deferred compensation) | Not disclosed in 2025 table |
Outstanding equity awards (CEO at FY2024 and FY2025):
| Award | Securities Underlying Options (exercisable) | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option | 19,231 | — | 9.36 | 12/31/2026 |
| Option | 19,231 | — | 7.15 | 12/31/2026 |
| Option | 19,231 | — | 6.76 | 12/31/2026 |
| Option | 19,231 | — | 5.85 | 05/20/2027 |
| Option | 19,231 | — | 4.94 | 04/25/2028 |
| Option | 19,231 | — | 5.72 | 04/27/2029 |
| Option | 12,821 | 6,410 | 6.79 | 04/27/2030 (vests ratably over 3 years) |
| Option | 6,410 | 12,821 | 1.33 | 04/27/2031 (vests ratably over 3 years) |
| Option | — | 19,231 | 1.57 | 04/29/2032 (vests ratably over 3 years) |
| Option (FY2023 table example) | 19,231 | — | 7.93 | 05/27/2024 |
Policies and alignment:
- Awards and unissued shares are generally non-transferable and may not be pledged; options cannot be transferred to a third-party financial institution without stockholder approval . No separate anti-hedging common stock policy was disclosed in proxies reviewed.
- Employee directors do not receive separate director fees; director comp applies to non-employee directors only .
Employment Terms
- Employment agreement: Originally dated April 27, 2015 (Smoothie, Inc.); base salary set at $350,000, subject to board adjustment; target annual performance bonus of 75% of base tied to mutually agreed performance targets; annual option grants up to 19,231 shares, subject to vesting; awards under the 2015 and 2023 Equity Incentive Plans .
- 2024 performance bonus PSU: target award 254,580 units; weights 44% Revenue, 44% Adjusted EBITDA, 12% Individual goals; 34% time-based vesting .
- 2023 performance bonus PSU: target 167,217 units; same weights and 34% time-based vesting .
- 2022 performance bonus PSU: target 41,667 units; 33% Revenue, 33% Adjusted EBITDA, 34% Individual goals; 34% time-based vesting .
- Change-in-control (equity plan): If awards are not assumed, all options become fully exercisable, time-based vesting lapses, and PSU targets deemed achieved at “target” with pro-rata payout (subject to 409A). If awards are assumed/continued, a double-trigger within two years (termination without cause or resignation for good reason) accelerates exercisability, lapses time-based vesting, and pro-rata PSU payout based on actual performance; parachute payment limitation applies (cutback to avoid nondeductible payments under 280G) .
Board Governance
- Roles: Delle Coste serves as both Chairman and CEO; the board has not designated a Lead Independent Director and does not intend to do so at this time .
- Independence: In 2025, five of six directors are independent (majority). Committees: Audit (Cugine, Lang, Ware – all independent); Compensation (Borus, Cugine, Ware); Nominating & Governance (Lang, Ortiz-Cochet) .
- Meeting attendance: 2024 board met five times; all directors attended at least 75% of meetings and their committee meetings; 2023 board met six times; at least 75% attendance .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay advisory vote approved: 9,809,173 For; 17,560 Against; 980 Abstain .
- Frequency: BRFH conducts say-on-pay every three years; next advisory vote scheduled for 2028 .
Equity Award Vesting Schedules and Insider Selling Pressure
- Options vest in equal increments over three years for recent grants (e.g., 04/27/2023; 04/29/2024; 04/27/2031; 04/29/2032). Several fully vested option tranches expire in 2026–2029, potentially influencing exercise timing decisions (see award schedule above) .
- PSU awards include a 34% time-based vesting component across years; 2023 PSUs settled with share issuance in early 2024 and 2022 PSU final vesting recognized in 2024 .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 by Delle Coste reported for FY2022 .
- Equity plan includes 280G parachute payment cutback rather than tax gross-up (shareholder-friendly) .
- Combined Chairman/CEO without designated Lead Independent Director may raise independence concerns for some investors; board remains majority independent with established committees .
Compensation Structure Analysis
- Cash vs. equity mix: FY2024 total comp rose to $569k with higher bonus ($146k) and modest option award value ($18k); PSUs continue to be a meaningful component of at-risk pay .
- Shift in instruments: Continued annual options (19,231) plus PSUs tied to revenue and adjusted EBITDA; PSU targets increased materially in 2024 (254,580 units) vs. 2023 (167,217) and 2022 (41,667), reflecting a stronger growth posture .
- Clawback: No explicit compensation clawback policy disclosure found in proxies reviewed. Equity plans detail transfer/pledge limits and change-in-control treatment .
Director Compensation (reference)
- Employee directors do not receive separate director fees; non-employee directors received equity retainers (e.g., $50,000 stock awards) in FY2024/2023/2022 as disclosed .
Investment Implications
- Alignment: Delle Coste’s 11.7% stake (including significant holdings via R.D. Capital) and ongoing PSUs tied to revenue and adjusted EBITDA create strong equity alignment; award transfer/pledge restrictions further support alignment .
- Execution: Record FY2024 revenue and improved adjusted EBITDA, plus FY2025 revenue guidance of $14.5–$16.6 million, underscore momentum in the education channel and capacity expansion—positive for incentive attainment probabilities .
- Governance: Combined Chairman/CEO without a Lead Independent Director may concern governance-focused investors; majority-independent board and functioning committees partially mitigate .
- Event risk: Equity plan double-trigger acceleration and parachute cutback are standard; absence of disclosed severance multiples or gross-ups limits payout risk. Several option expirations in 2026–2029 could influence exercise/sale dynamics around those dates .