Damon DeSantis
About Damon DeSantis
Independent director (Class I) of Integrated BioPharma (INBP) since June 2022; age 57 (FY2025 proxy). Former CEO and board member of Rexall Sundown Nutritional Company (until 2001), bringing >36 years of nutraceutical and general business experience. Currently a director of Celsius Holdings, Inc. and Chair of its Governance & Nominating Committee; broad private-company investing/board exposure across hospitality, financial services, automotive, spirits and cannabis. Missed one INBP board meeting in FY2025; otherwise board and committee meetings were fully attended by members.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rexall Sundown Nutritional Company | Chief Executive Officer; Director | Until 2001 (date not otherwise disclosed) | Led NASDAQ-100 former company; product portfolio >2,800 SKUs globally (as described) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celsius Holdings, Inc. | Director | Since August 2021 | Chairman, Governance & Nominating Committee |
| MacPherson’s (private) | Board Member | Not disclosed | Largest employee-owned distributor of art/creative materials in North America (as described) |
Board Governance
- Board structure: 6 directors in three staggered classes; only two directors are designated “independent” under NASDAQ standards (Canarick and Friedman). DeSantis is not identified as independent by the company.
- Committees: Audit (Canarick, Friedman—independent; Milmoe—not independent and a major shareholder/affiliate); Compensation (Milmoe, Canarick, Friedman). There is no standing Nominating Committee; the full Board handles nominations. DeSantis is not listed on Audit or Compensation.
- Attendance/engagement: FY2025—Board met 7 times; all directors attended except DeSantis missed one meeting; all committee members attended all committee meetings. FY2024—Board met 7 times; all current directors attended; DeSantis attended one Audit Committee meeting as a guest.
- Leadership and policies: No Board Chair; risk oversight primarily via Audit Committee. No formal clawback policy (company not NYSE/Nasdaq-listed); insider trading policy does not address hedging.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Meeting fee (per meeting) | $600 | $650 |
| Fees earned or paid in cash (DeSantis) | $4,800 | $3,900 |
Notes:
- INBP pays non-officer directors per-meeting cash and annual stock option grants; no fixed annual cash retainer disclosed.
Performance Compensation
| Grant/Value | Instrument | Amount/Terms | Vesting | Expiration |
|---|---|---|---|---|
| FY2024 director grant (award date: July 18, 2023) | Stock options | 50,000 options to DeSantis at $0.51 (part of 200,000 aggregate to four directors) | 25% quarterly at 9/30/23, 12/31/23, 3/31/24, 6/30/24 | 07/18/2033 (per option table series) |
| FY2025 director grant (award date: Aug 7, 2024) | Stock options | 50,000 options to DeSantis (part of 200,000 aggregate), exercise price “$0.18 and $0.20” as disclosed | 25% quarterly at 9/30/24, 12/31/24, 3/31/25, 6/30/25 | 08/07/2034 (per option table series) |
| FY2025 option award expense | Option Awards (ASC 718 expense) | $15,570 (DeSantis) | n/a | n/a |
| FY2024 option award expense | Option Awards (ASC 718 expense) | $15,995 (DeSantis) | n/a | n/a |
Outstanding INBP director option holdings (DeSantis) at FY2025 year-end:
- Exercisable: 50,000 @ $0.51 exp 06/20/2032; 50,000 @ $0.33 exp 07/18/2033; 50,000 @ $0.18 exp 08/07/2034.
- Unexercisable: 50,000 @ $0.30 exp 06/18/2035.
Other Directorships & Interlocks
| Company | Type | Role | Notable Interlocks |
|---|---|---|---|
| Celsius Holdings, Inc. | Public | Director; Chair, Governance & Nom. | INBP director William H. Milmoe is Chairman Emeritus of Celsius, creating a governance-network interlock across boards. |
| MacPherson’s | Private | Board Member | None disclosed with INBP. |
Expertise & Qualifications
- Sector expertise: Deep nutraceuticals background (former CEO, Rexall Sundown) and broad operating/board experience (>36 years).
- Governance expertise: Chairs Governance & Nominating at Celsius, signaling governance process familiarity.
Equity Ownership
| Record Date | Beneficial Ownership (DeSantis) | % Outstanding | Notes |
|---|---|---|---|
| Oct 15, 2024 | 122,500 shares (includes 112,500 options exercisable within 60 days) | 0.4% | Based on 30,099,610 shares outstanding |
| Oct 17, 2025 | 162,500 shares (includes 162,500 options exercisable within 60 days) | 0.5% | Based on 31,059,610 shares outstanding |
- Pledging/hedging: Company’s insider trading policy does not address hedging; no pledging disclosure for DeSantis was provided.
- Ownership guidelines: No director ownership guidelines disclosed. (Not addressed in the proxy.)
Governance Assessment
Positives and support signals
- Strong shareholder support: Re-elected Dec 2, 2024 with 20,448,871 “For” vs 142,036 “Withheld” (1,342,353 broker non-votes).
- Relevant industry and governance experience: Former nutraceutical CEO; current governance chair at a public company (Celsius).
- Active equity-based compensation: Option grants align director pay with shareholder outcomes; option value meaningfully exceeds cash fees, reinforcing at-risk orientation ($15,570 options vs $3,900 cash in FY2025).
Risk indicators and red flags
- Board independence gap: Only two of six directors are deemed independent; DeSantis is not identified as independent by company standards—heightened control/entrenchment risk.
- No Nominating Committee: Full Board handles nominations despite limited independence—potential for reduced rigor in refreshment/skills planning.
- No formal clawback; hedging not addressed: Absent formal compensation recovery policy and no hedging restrictions disclosed—both below evolving governance norms.
- Related-party exposure (environmental, not DeSantis-specific): Significant related-party leasing with entities controlled by the co-CEOs’ family/estate—ongoing related-party transactions increase perceived governance risk.
- Attendance: Missed one of seven Board meetings in FY2025; while not severe, consistent full attendance is preferred for independent oversight.
Director Compensation (DeSantis) – Detail
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash fees (per meeting) | $600 | $650 |
| Fees earned (cash) | $4,800 | $3,900 |
| Option award expense (ASC 718) | $15,995 | $15,570 |
| Total | $20,795 | $19,470 |
Voting/Engagement Snapshot
- 2024 Annual Meeting outcomes (Dec 2, 2024): DeSantis re-elected (Class I) with 20,448,871 For / 142,036 Withheld / 1,342,353 broker non-votes. Auditor ratification passed (21,905,273 For / 9,287 Against / 18,700 Abstain).
- 2025 Annual Meeting agenda (Dec 1, 2025): Class III director election, say-on-pay, say-on-frequency, and auditor ratification; 31,059,610 shares outstanding as of Oct 17, 2025.
Related-Party and Control Considerations
- Concentrated ownership: CD Financial, LLC (wholly owned by the Carl DeSantis Revocable Trust and affiliated with INBP director William H. Milmoe) beneficially owns 10,524,173 shares; aggregate DeSantis-family trust/estate holdings exceed 40% individually listed for certain persons. This underscores potential control influence in board dynamics.
- Audit Committee composition: Includes one non-independent member (Milmoe) who is also affiliated with major holders; while disclosed as an “audit committee financial expert,” this further reduces independent oversight optics.
Summary of Committee Assignments (INBP)
- DeSantis: No INBP committee roles disclosed.
- Audit Committee: Canarick (independent), Friedman (independent), Milmoe (not independent).
- Compensation Committee: Milmoe, Canarick, Friedman; no Committee charter (explicitly disclosed).
Attendance Metrics (INBP)
- FY2025: Board (7 meetings)—DeSantis absent once; all committee meetings fully attended by committee members.
- FY2024: Board (7 meetings)—all directors attended; DeSantis attended one Audit Committee meeting as a guest.
Notes on Policies
- Clawback: No formal clawback policy (company not NYSE/Nasdaq-listed), though the Board states it would consider remedial actions in cases of fraud/misconduct.
- Hedging: Insider Trading Policy “doesn’t address hedging transactions.”
Overall implication: Damon DeSantis brings sector and public-company governance expertise and enjoys strong shareholder backing, but the INBP board’s low independence, lack of a nominating committee, and policy gaps (clawback/hedging) are structural governance risks that can constrain independent director effectiveness. Director compensation is modest and equity-heavy, aligning his incentives, but related-party dynamics and concentrated control warrant ongoing monitoring.