Ryan Rogers
About Ryan Rogers
Ryan Rogers (age 43) has served as an independent director of Edible Garden AG Incorporated since May 2022. He brings nearly two decades of food retail experience including merchandising, sales, and sourcing roles, notably at Target Corp, and currently leads Retail Optics, a retail-focused consulting firm he founded in February 2022 . He is deemed independent under Nasdaq rules and is one of three independent directors on the four-person Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corp | Merchandising & sourcing roles within food division; Produce Buyer leading growth strategy for packaged salads, vegetarian, healthy snacking | ~18 years (prior to 2021) | Growth strategy experience in food retail |
| FDM Sales | Client Business Manager; Business Development Manager | Jun 2021–Feb 2022 | Brand development support for food & beverage growth |
| Retail Optics (consulting) | Founder & President | Feb 2022–present | Navigates complex problems in retail; industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retail Optics | Founder & President | Feb 2022–present | Private consulting firm; sector expertise |
| Other public company boards | — | — | None disclosed in company filings |
Board Governance
- Board composition: 4 directors (Kras, DonAroma, McConnell, Rogers); three independent (DonAroma, McConnell, Rogers) .
- Lead Independent Director: Mathew McConnell; presides over executive sessions of independent directors .
- Executive sessions: The Board regularly conducts executive sessions of independent directors; CEO not included .
- Board meetings: 9 meetings during 2024; all directors attended at least 75% of aggregate Board and committee meetings .
- Committees: All three committees consist solely of independent directors; committee charters available on company website .
- Insider trading policy: Prohibits hedging (e.g., collars, swaps), trading in exchange-traded options, and pledging/margin accounts for EDBL stock .
| Committee | Membership (Rogers) | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | McConnell | 4 |
| Compensation | Member; Chair | Rogers | 4 |
| Nominating & Governance | Member | DonAroma | 1 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Equity/Options | Total ($) |
|---|---|---|---|
| 2024 | 74,988 | — (no director equity or option awards disclosed) | 74,988 |
- The proxy and 10-K present a single “Fees earned or paid in cash” line for non-employee directors; no meeting fees or committee chair differentials are itemized in filings .
Performance Compensation
- No performance-based director compensation (e.g., RSUs, PSUs, options) is disclosed for 2024; director pay is presented as cash-only in filings .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ryan Rogers .
- Family relationships: None for Rogers; note that director Pamela DonAroma is the aunt of CEO James Kras (separate from Rogers) .
Expertise & Qualifications
- Nearly 20 years in food retail merchandising, sourcing, and sales, including produce category leadership at Target .
- Founder and operator of Retail Optics focused on complex retail problems; relevant to EDBL’s channel/customer dynamics .
- Governance roles include chairing Compensation and serving on Audit and Nominating & Governance committees .
Equity Ownership
| As-of Date | Shares Beneficially Owned (Rogers) | % of Class | Shares Outstanding Basis |
|---|---|---|---|
| Dec 3, 2024 | 140 | <1% (*) | Basis not stated in table excerpt (proxy section context) |
| Mar 14, 2025 | — | — | 1,436,734 shares outstanding (context for Item 12 ownership) |
| Jun 30, 2025 | 5 | <1% (*) | 2,828,661 common shares; 15,154 Series B preferred outstanding |
- Filings indicate Rogers’ ownership is less than 1% at both disclosure points .
- Insider policy prohibits pledging and certain hedging transactions, supporting alignment protections .
Governance Assessment
- Independence and Roles: Rogers is independent under Nasdaq rules and chairs the Compensation Committee while serving on Audit and Nominating & Governance—positions central to oversight of pay, financial reporting, and board composition .
- Engagement: Board held 9 meetings in 2024, and all directors met at least the 75% attendance threshold (no precise individual rates disclosed) .
- Ownership Alignment: Beneficial ownership is de minimis (<1%), which limits “skin-in-the-game” alignment; however, the company’s insider trading policy restricts hedging/pledging, mitigating certain misalignment risks .
- Committee Quality: All committees are composed solely of independent directors; Audit includes a designated financial expert (McConnell), and executive sessions are regularly held—positive governance practices .
- Potential Conflicts: A familial relationship exists between the CEO (Kras) and director DonAroma, who sits on Compensation alongside Rogers and McConnell; committee independence and multi-member structure are mitigating factors, but the relationship warrants ongoing investor vigilance .
RED FLAGS
- Very low director ownership (<1%) may signal limited equity alignment versus peers; no director stock ownership guidelines disclosed in available filings .
- Familial tie between CEO and director (DonAroma) participating on Compensation Committee where Rogers is Chair—monitor for pay decisions and related-party oversight quality .
Positive Signals
- Independent committee structure with regular executive sessions and Audit financial expert designation .
- Explicit prohibitions on hedging, options strategies, and pledging in insider policy .
- Attendance threshold met and active committee meeting cadence in 2024 (Audit 4; Compensation 4; Nominating 1) .
Related-Party Transactions Oversight
- The Audit Committee is charged with reviewing and approving related-person transactions; policies require audit committee pre-approval and arm’s-length considerations .
- Disclosed related-party items involve working capital loans and guarantees by executives; no transactions involving Rogers are disclosed .
Say-on-Pay / Compensation Peer Group
- Not disclosed in the cited filings; no say-on-pay voting outcomes or peer group details presented in available sections .
Attendance at Annual Meeting Policy
- The company does not have a formal written policy for director attendance at the annual meeting of stockholders .