Christina Kay
About Christina Kay
Christina Kay, age 55, is Co-Chief Executive Officer of Integrated BioPharma, Inc. and a director; she has served as an officer since 1994 and was appointed Co-CEO on May 1, 2019, after previously serving as Executive Vice President and holding president/VP roles across key subsidiaries . During her tenure as Co-CEO, FY 2025 net sales rose to $54.35M from $50.32M in FY 2024, with gross profit improving to $5.56M from $3.88M; net income increased to $0.81M (vs. $0.11M in FY 2024) while the Pay-Versus-Performance TSR “$100 investment” indicator was $72 in 2025, $42 in 2024 and $66 in 2023 . She is also a sitting director (Class II; director since 1994) and, as an executive director, does not receive separate director fees; the Board maintains Audit and Compensation Committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Integrated BioPharma, Inc. | Executive Vice President | 2012–2019 | Part of leadership driving consistent growth year-to-year prior to elevation to Co-CEO . |
| AgroLabs, Inc. (INBP subsidiary) | President | As of 2019 | Oversight of branded subsidiary operations prior to Co-CEO role . |
| Manhattan Drug Company, Inc. (INBP subsidiary) | Vice President | As of 2019 | Oversight within contract manufacturing segment relationships . |
| IHT Health Products (INBP subsidiary) | President | As of 2019 | Leadership of subsidiary operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | — | — | None of INBP’s directors (including Kay) is a director of any other reporting company, per proxy disclosure . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 268,000 | 268,000 |
| Target bonus (%) | — (not disclosed) | — (not disclosed) |
| Actual bonus paid ($) | 5,300 | 7,600 |
| Stock awards ($) | 0 | 0 |
| Option awards expense ($) | 47,812 | 39,133 |
| Non-equity incentive plan ($) | 0 | 0 |
| Other compensation ($) | 10,193 (401k match) | 10,304 (401k match) |
| Total ($) | 331,305 | 325,037 |
Notes: Option award amounts are accounting expense under ASC 718 and may reflect prior-year grants; no RSUs were awarded in fiscal 2024 or 2025 .
Performance Compensation
- The company emphasizes stock options (10-year term) that vest in three equal annual installments; unvested options and RSUs are forfeited upon voluntary departure. There were no RSU grants in fiscal 2024 or 2025 .
- Annual bonuses appear discretionary and tied to “quantitative and qualitative” goals; the proxy does not disclose formulaic metrics, weightings, or targets for NEOs. For FY 2025, Kay received $7,600 in bonus based on financial, strategic, and operational goals; no non-equity incentive plan payouts were disclosed .
Equity Ownership & Alignment
| Item (as of 10/17/2025 unless noted) | Detail |
|---|---|
| Total beneficial ownership | 5,540,646 shares (17.5% of 31,059,610 shares outstanding) |
| Components of beneficial ownership (fn. 9) | Includes (i) 3,393,815 shares held by the Estate of E. Gerald Kay for which Kay shares dispositive power as Co-Executor with Riva Sheppard; (ii) 16,697 shares in the Christina Kay Trust; (iii) 656,667 shares issuable upon exercise of presently exercisable options (within 60 days) . |
| Directors & executive officers as a group | 23,114,334 shares (67.4%) |
Outstanding Equity Awards (Fiscal year-end June 30, 2025)
| Grant label (per proxy) | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| (a) 5/24/2019 | 250,000 | — | 0.21 | 05/24/2029 | 50% on grant; remainder over 3 years . |
| (b) 11/04/2020 | 100,000 | — | 0.65 | 11/04/2030 | 3 equal annual installments . |
| (c) 11/03/2021 | 65,000 | — | 0.95 | 11/03/2031 | 3 equal annual installments . |
| (d) 11/09/2022 | 66,667 | 33,333 | 0.41 | 11/09/2032 | 3 equal annual installments . |
| (e) 11/28/2023 | 50,000 | 100,000 | 0.26 | 11/28/2033 | 3 equal annual installments (anniversary: Nov 28) . |
| (f) 12/04/2024 | — | 125,000 | 0.20 | 12/04/2034 | 3 equal annual installments (anniversary: Dec 4) . |
Option Exercises and Vested Stock (FY 2025)
| Item | Christina Kay |
|---|---|
| Options exercised (shares) | 200,000 |
| Value realized on option exercise ($) | 47,444 |
| Stock awards vested | None |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; the Company has no employment contracts with its executive officers . |
| Severance provisions | None; no arrangements providing payments or benefits upon termination . |
| Change-in-control | None; no CIC agreements or benefits . |
| Clawback policy | Not disclosed in proxy excerpts provided. |
| Non-compete / non-solicit | Not disclosed in proxy excerpts provided. |
Board Service & Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 1994; currently a Class II director with term expiring in 2026 . |
| Committee roles | The company maintains Audit and Compensation Committees; executives do not receive director compensation and committee membership for Kay is not indicated; non-officer directors receive $650 per meeting and annual option grants . |
| Dual-role implications | Kay serves concurrently as Co-CEO and director; the proxy notes her sister Riva Sheppard is also Co-CEO and director, indicating a family relationship within top leadership and on the Board . |
Director Compensation Context (non-employee directors)
- Non-officer directors received an aggregate option grant of 50,000 per director on Aug 7, 2024 (exercise prices $0.18/$0.20), vesting quarterly across FY 2025; meeting fees of $650 per meeting. Executives (including Kay) do not receive pay in their capacity as directors .
Performance & Track Record
Financial Performance
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Net sales ($M) | 50.317 | 54.353 |
| Gross profit ($M) | 3.884 | 5.562 |
| Net income (loss) ($M) | 0.112 | 0.808 |
- International sales grew to $10.726M in FY 2025 from $7.973M in FY 2024, reflecting expansion primarily in Europe .
Pay-Versus-Performance Indicators
| Indicator | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 investment (TSR measure) ($) | 66 | 42 | 72 |
| Compensation Actually Paid to PEOs ($, average of Co-CEOs) | 296,143 | 315,189 | 318,641 |
Related Party Transactions (Governance Risk)
- INBP leases warehouse and office space from Vitamin Realty Associates, LLC, which is 100% owned by the Estate of former executive chairman E. Gerald Kay, and family members including Riva Sheppard and Christina Kay (both Co-CEOs and directors, and Co-Executors of the Estate). The current amendment (effective July 1, 2022) increased rentable square footage to 116,175 and requires minimum annual rental payments of $842,000 plus taxes and operating expenses allocation; the prior amendment provided for ~$533,000 minimum annual rent, with lease currently expiring January 31, 2026 .
- The company has not adopted a comprehensive written related-party transaction policy beyond related-party leases; other related party transactions are considered by the Audit Committee case-by-case per its charter .
Investment Implications
- Alignment and control: Kay’s substantial beneficial ownership (17.5%) and presently exercisable options (part of 656,667 within 60 days) create strong economic alignment with shareholders but also indicate concentrated insider control (group ownership 67.4%), which can limit external governance influence .
- Incentive structure and retention: Pay is modest and equity-heavy via options with multi-year vesting; with unvested tranches from the Nov 28, 2023 and Dec 4, 2024 grants, vesting continues annually through calendar 2027, supporting retention while potentially creating periodic liquidity events upon vesting/exercise .
- No severance/CIC safety net: The absence of employment, severance, and change-in-control protections reduces parachute risk and fixed obligations for shareholders but could elevate retention risk in a competitive executive market .
- Governance risks: Dual executive-director role and sibling leadership at Co-CEO level, combined with material related-party leasing arrangements, elevate governance and conflict-of-interest risk, warranting investor monitoring of Audit Committee oversight and related-party disclosures .
- Execution track record: FY 2025 showed revenue and gross profit expansion and higher net income versus FY 2024, though TSR measures have been volatile across years; continued performance improvement under Kay’s co-leadership is a positive, but trading signals include 200,000 options exercised in FY 2025 and a meaningful pipeline of unvested options that could translate into future supply as they vest .