Steven Lang
About Steven Lang
Steven Lang (age 72) has served as a Director of Barfresh Food Group Inc. (BRFH) since January 10, 2012, and has also served as Secretary of Barfresh NV (the Company’s subsidiary) since its inception. He holds a B.Com. and LL.B. from the University of New South Wales (1976) and an LL.M. from the University of Sydney (1984), and has over 40 years’ experience across business, accounting, law and finance, including prior service as Chairman of an Australian public company . He is considered an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barfresh NV (subsidiary) | Secretary | Since inception (ongoing) | Corporate governance/administrative oversight |
| Vericap Finance Limited | Director | 2003–2007 | Advisory and investment for Australian companies with international growth potential |
| Babcock & Brown (Australia) | Director, Australian operations | 1990–1999 | Led international structured finance transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current U.S. public company directorships disclosed for Mr. Lang . |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; Nominating & Governance Committee member. Audit Committee chaired by Alexander Ware; members include Steven Lang and Joseph Cugine. Nominating & Governance members are Steven Lang and Isabelle Ortiz‑Cochet .
- Independence: The Board determined that five of six directors are independent; Audit Committee members (including Steven Lang) are independent under NASDAQ rules .
- Attendance and engagement: In 2024, the Board met five times; each director and each committee member attended at least 75% of their respective meetings. The Company has no formal attendance policy but notes directors “regularly attend all meetings” .
- Board leadership: CEO Riccardo Delle Coste also serves as Chairman; the Board has not designated a Lead Independent Director and does not intend to do so at this time .
- Years of service: Director since January 10, 2012 (13+ years as of the 2025 proxy) .
Fixed Compensation
Director compensation (non‑employee) – Steven Lang
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | 0 | 0 |
| Stock awards ($) | 50,000 | 25,000 |
| Option awards ($) | 0 | 25,000 |
| Total ($) | 50,000 | 50,000 |
Notes:
- 2024 Director Compensation table shows mix shifted to 50% stock / 50% options vs. 100% stock in 2023 .
Performance Compensation
- No performance metrics disclosed for director pay. Director compensation consists of equity awards (stock and/or options) and no cash retainer in 2023–2024 .
| Performance Metric | Disclosed for Directors? | Source |
|---|---|---|
| TSR, revenue/EBITDA goals, ESG goals | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Mr. Lang . |
- Notable governance arrangement: Under an investor rights agreement, Unibel (a 13.8% holder) designates one director (Isabelle Ortiz‑Cochet) who may sit on each Board committee; Barfresh agreed to ensure Unibel’s designee is elected, and Riccardo Delle Coste, Steven Lang and their affiliates agreed to vote their shares in favor of Unibel’s designee—an alignment that investors may monitor for potential influence dynamics .
Equity Ownership
As of the 2025 record date (April 25, 2025), shares outstanding were 15,935,341 . Mr. Lang is a >10% stockholder.
| Holder | Total Beneficial Ownership (shares) | % of Class | Composition/Notes |
|---|---|---|---|
| Steven Lang | 1,647,834 | 10.3% | Includes 1,471,323 shares owned by Sidra Pty Limited and 43,852 by Hodumo Pty Ltd; also includes 67,558 shares underlying options . |
Insider transactions (illustrative recent filings):
- 2024‑07‑12: Form 4 reports acquisition of 5,721 common shares as director compensation grant (Code “A”; stock award), with Form 4 footnote stating award is pursuant to the non‑employee director compensation plan .
- Mr. Lang is reported as both Director and 10% Owner in the Form 4 (CIK 0001598907) .
Expertise & Qualifications
- Qualifications: Over 40 years of experience in business, accounting, law and finance; former Chairman of an Australian public company .
- Education: B.Com. and LL.B. (University of New South Wales, 1976), LL.M. (University of Sydney, 1984); Chartered Accountant in Australia; previously licensed to practice foreign law in New York .
- Board‑relevant skills: Structured finance, international transactions, corporate governance .
Governance Assessment
-
Positive signals
- Independence and committee engagement: Independent director serving on Audit and Nominating & Governance committees; Audit Committee independence affirmed .
- Attendance: Met or exceeded the Company’s 75% attendance threshold in 2024; overall Board and committees also at least 75% attendance .
- Ownership alignment: Significant “skin in the game” with 10.3% beneficial ownership, including option exposure .
- Shareholder support backdrop: 2025 annual meeting re‑elected all directors; say‑on‑pay passed with 9,809,173 votes in favor vs. 17,560 against (very high approval) .
-
Watch items / RED FLAGS
- Combined Chair/CEO and no Lead Independent Director, which may reduce independent oversight; the Board expressly does not plan to designate a lead independent director .
- Investor rights agreement: Unibel’s committee seat entitlement and the agreement by Riccardo Delle Coste and Steven Lang (and affiliates) to vote their shares for Unibel’s designee may concentrate influence and merits monitoring for potential conflicts or perceived entrenchment .
- Limited disclosure on director‑level stock ownership guidelines, hedging/pledging policies for directors, or performance-based director pay—investors may seek clarity in future proxies .
Appendix – Board/Meeting Snapshot and Voting Results
- Board size and composition snapshot (2025 proxy): Six directors; five independent .
- 2024 meeting cadence and attendance: Five Board meetings; each director ≥75% attendance .
- 2025 annual meeting vote outcomes (selected):
- Directors re‑elected (e.g., Steven Lang: 9,315,319 For; 12,394 Against) .
- Auditor ratification: 9,930,728 For; 407 Against; 9,000 Abstain .
- Say‑on‑pay: 9,809,173 For; 17,560 Against; 980 Abstain .