Eric Friedman
About Eric Friedman
Eric Friedman (age 77) is an independent director of Integrated BioPharma, Inc. and has served on the Board since November 2020. He is a certified public accountant (CPA), retired since January 2024, and previously held senior finance and operating roles at the Company and other private firms, bringing 47 years of relevant business and financial experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated BioPharma, Inc. | CFO; Assistant to the President; President of AgroLabs (subsidiary) | 1996–2011 | Senior finance leadership; operations oversight; branded business leadership |
| W & E Sales Co. Inc. | Controller | Aug 2011–Aug 2016 | Financial controls; reporting |
| Independent Consultant | Consultant | Oct 2016–Jan 2019 | Advisory finance/operations support |
| RES Realty LLC | Controller | Jan 2019–Mar 2020 | Accounting oversight |
| Self-employed (pre-retirement) | — | Through Jan 2024 | Finance/consulting capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Interlocks on INBP’s board: Damon DeSantis is a director and Chair of Governance at Celsius Holdings, and William H. Milmoe is Chairman Emeritus of Celsius, creating external relationships within the boardroom network (not attributed to Friedman) .
Board Governance
- Committee memberships: Audit Committee (member) and Compensation Committee (member) .
- Independence: Determined independent under NASDAQ’s definition; one of two independent directors on the Board .
- Attendance: Board held 7 meetings (all directors attended except DeSantis missed one); Audit met 4 times and Compensation met 2 times, with all committee members attending all meetings. Friedman had perfect committee attendance .
- Board leadership: No Chairperson; Co-CEO structure with Ms. Kay and Mrs. Sheppard .
- Nominating: No standing nominating committee; entire Board performs nominations due to limited number of independent directors .
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Meeting fees (cash) | $8,450 | $650 per meeting for Board and committee meetings |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike Price | Vesting Schedule | Expiration | FY 2025 Expense (ASC 718) |
|---|---|---|---|---|---|---|
| Stock Options | 11/04/2020 | 50,000 | $0.65 | Not specified for directors in proxy | 11/04/2030 | — |
| Stock Options | 11/03/2021 | 50,000 | $0.95 | Not specified for directors in proxy | 11/03/2031 | — |
| Stock Options | 06/20/2022 | 50,000 | $0.51 | Not specified for directors in proxy | 06/20/2032 | — |
| Stock Options | 07/18/2023 | 50,000 | $0.33 | Not specified for directors in proxy | 07/18/2033 | — |
| Stock Options | 08/07/2024 | 50,000 | $0.18 | Vested 25% each quarter-end in FY2025 (Sep 30, Dec 31, Mar 31, Jun 30) | 08/07/2034 | — |
| Stock Options | 06/18/2025 | 50,000 (unexercisable) | $0.30 | Vesting schedule not disclosed | 06/18/2035 | — |
| Option Awards (expense) | — | — | — | — | — | $15,570 (FY2025) |
- Annual director equity program: Non-officer directors received an aggregate option grant (50,000 each) for FY2025 service; the FY2025 grant vested quarterly at 25% per quarter .
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based and not tied to specific performance measures .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| — | — | — | Friedman has no other public board roles disclosed |
Network context: Friedman serves alongside Milmoe (beneficial owner ~42.5%, audit committee member and financial expert) and DeSantis (Celsius director), which concentrates influence and may introduce network-related information flows within the board .
Expertise & Qualifications
- CPA with 47 years of relevant business and financial experience; prior CFO and president roles, including leadership of AgroLabs, a branded subsidiary .
- Practical finance and operations guidance cited as director qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Eric Friedman | 262,500 | 0.8% (based on 31,059,610 shares) | Includes 162,500 shares issuable upon exercise of presently exercisable options |
| Options exercisable within 60 days | 162,500 | — | Presently exercisable options included in beneficial ownership |
| Unexercised options (exercisable) | 50,000 each at $0.65; $0.95; $0.51; $0.33; $0.18 | — | Exp. 11/04/2030; 11/03/2031; 06/20/2032; 07/18/2033; 08/07/2034 |
| Unexercised options (unexercisable) | 50,000 at $0.30 | — | Exp. 06/18/2035 |
| Shares pledged/hedged | Not disclosed; Insider Trading Policy does not address hedging transactions |
Governance Assessment
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Strengths:
- Independent director with strong finance background (CPA), prior company experience enhances operational oversight .
- Perfect committee attendance; participates actively on Audit and Compensation Committees .
- Transparent director pay structure; modest cash per-meeting and time-based option grants with disclosed vesting .
-
Concerns and potential conflicts:
- Audit Committee includes a non-independent, controlling shareholder (Milmoe ~42.5% beneficial ownership), undermining committee independence requirements and risk oversight quality. RED FLAG .
- No standing Nominating Committee; entire Board handles nominations due to limited independents—heightens entrenchment risk. RED FLAG .
- No Board Chairperson or Lead Independent Director—reduced independent leadership signal .
- Clawback policy not adopted (Company not listed on NYSE/Nasdaq), despite discretionary remedies; investor alignment risk. RED FLAG .
- Insider Trading Policy does not address hedging transactions—misalignment risk potential. RED FLAG .
- Material related-party transactions: long-term facility lease with Vitamin Realty owned by Co-CEOs and the estate of former executive chairman. Oversight must rely on Audit Committee (which is not fully independent). RED FLAG .
-
Director compensation alignment:
- Cash fees reflect meeting participation ($650 per meeting; $8,450 total) .
- Equity is time-based; no disclosed performance conditions, but provides market-aligned incentive via stock price appreciation .
Overall: Friedman’s independence, attendance, and CPA background are positives for board effectiveness. However, committee independence issues (Audit Committee composition), absence of key governance policies (clawback, hedging), and related-party leases materially elevate governance risk. These factors may weigh on investor confidence and should be monitored for any changes in committee composition, adoption of policies, or enhanced disclosure .