Glenn J. Waldman

About Glenn J. Waldman

Glenn J. Waldman, age 65, is a Florida attorney who founded Waldman Law Firm, P.A. in 1991 and has focused in recent years on alternative dispute resolution (nationwide arbitrator, certified state and federal mediator, expert witness, and court-appointed special master) . He has been Of Counsel to Gunster, Yoakley & Stewart, P.A. since 2020 and holds both a Bachelor’s and J.D. from the University of Florida, where he also serves as a Trustee of the Levin College of Law . He was elected to the National Beverage Corp. (FIZZ) Board as a Class II director on October 3, 2025, for a term expiring at the 2028 annual meeting .

Past Roles

External Roles

Board Governance

• Election outcome (Oct 3, 2025): Waldman elected with 90,079,258 For and 142,952 Withheld; no broker non‑votes, signaling strong support .
• Independence: The company states that Messrs. Conlee, Hathorn, Sheridan, and Glenn J. Waldman qualify as independent directors under NASDAQ and SEC rules .
• Controlled company: Chairman/CEO Nick A. Caporella beneficially owns 73.2% of shares; FIZZ is a “controlled company,” exempt from some NASDAQ independence requirements (though Audit and Compensation committees are composed solely of independent directors; Nominating has a majority of independents) .
• Committee structure (FY 2025): Standing committees are Audit; Compensation & Stock Option; Nominating; and Strategic Planning; Audit has a charter, while Compensation & Stock Option and Nominating do not .
• Meetings and attendance (FY 2025): Board held 4 meetings; Audit 4; Compensation 2; Nominating 2; Strategic Planning did not meet separately; each director (serving in FY 2025) attended all meetings of the Board and committees on which he served .
• Waldman committee assignments: Not disclosed in the FY 2025 proxy and subsequent election 8‑K; pre‑election committee rosters therefore do not include him .
• Say-on-Pay backdrop: Last advisory vote (2023) approved at 80%; next advisory vote scheduled for 2026 .

Fixed Compensation (Director)

Note: The FY 2025 director cash compensation table lists Conlee, Hathorn, Sheridan; Waldman joined after fiscal year‑end (May 3, 2025), so no FY 2025 payments are disclosed for him .

Performance Compensation (Director)

Accounting expense persisted for legacy director options (Conlee/Hathorn/Sheridan) despite no new grants; no new awards disclosed to non‑management directors in FY 2024 or FY 2025 .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and dispute resolution expertise: Four decades practicing law; recent focus on arbitration/mediation; roles as arbitrator, certified state/federal mediator, expert witness, special master .
• Governance and education: UF Bachelor’s and J.D.; Trustee of UF Levin College of Law .
• Board rationale: Education, legal background, and professional expertise cited as qualifications to serve on FIZZ’s Board .

Equity Ownership

Governance Assessment

• Strengths and positive signals

  • Strong shareholder mandate: 90.08M For vs. 0.14M Withheld upon election (no broker non‑votes) .
  • Independent status: Waldman designated independent under NASDAQ/SEC rules .
  • Risk‑aware alignment policies: Anti‑hedging and anti‑pledging policies apply to directors .
  • Committee independence: Audit and Compensation committees comprised solely of independent directors; Nominating majority independent despite controlled‑company status .

• Risk indicators and red flags

  • Controlled company governance: 73.2% control by the CEO/Chair limits minority shareholder influence; controlled‑company exemptions apply .
  • Committee governance gaps: Compensation & Stock Option Committee and Nominating Committee lack formal charters, reducing transparency and accountability in key oversight areas .
  • Related‑party framework: Management agreement with CMA (100% owned by CEO) pays a base fee equal to 1% of consolidated net sales; the company discloses no written policies and procedures governing related‑party transactions—oversight is via annual reviews by independent directors, but absence of a formal policy is a notable governance weakness .
  • Auditor turnover context: Change in independent registered public accounting firm in FY 2025 (RSM to Grant Thornton); Audit Committee pre‑approves fees; investors often monitor such changes for potential risk signals .
  • Attendance data for Waldman: Not yet available (he joined after FY 2025); committee assignments not disclosed as of his election .

• Director compensation alignment (non‑employee directors)

  • Cash‑heavy, fee‑for‑service structure (retainer plus meeting fees); no equity grants to non‑management directors in FY 2024–FY 2025, limiting long‑term equity alignment, though some legacy option expense remained for other directors .

Election Results (Detail)

Board control and vote dynamics: Given 73.2% beneficial ownership by the CEO/Chair (direct and via IBS), outcomes of director elections are typically assured; controlled‑company status is explicitly disclosed .