Riva Sheppard
About Riva Sheppard
Co-Chief Executive Officer of Integrated BioPharma, Inc. (INBP) since May 1, 2019; director since 1991; age 58 as of FY2025. She previously served as EVP (2005–2019) and VP (1991–2005). The company’s pay-versus-performance disclosure shows total shareholder return (TSR) improving in FY2025 versus FY2024 (value of $100 investment rising to $72 from $42) alongside net income of $808k, following $112k in FY2024 and a $(34)k loss in FY2023, while the principal executive officer (PEO, i.e., each Co-CEO) “compensation actually paid” was $318,641 in FY2025, $315,189 in FY2024, and $296,143 in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Integrated BioPharma, Inc. | Co-Chief Executive Officer | 2019–present | Long-tenured operator and stockholder; maintains key customer/supplier relationships; deep knowledge of manufacturing and company strategy . |
| Integrated BioPharma, Inc. | Executive Vice President | 2005–2019 | Developed and maintained key commercial relationships . |
| Integrated BioPharma, Inc. | Vice President | 1991–2005 | Early leadership post-IPO era; supported operations and growth . |
External Roles
- No other public company directorships disclosed for Mrs. Sheppard .
- No external roles (private, non-profit, academic) disclosed in the proxy.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 268,000 | 268,000 |
| Bonus ($) | 5,300 | 7,600 |
| All Other Compensation ($) | 10,193 | 10,304 |
| Total ($) | 331,305 | 325,037 |
Notes:
- Aggregate FY2025 bonuses paid to all three NEOs totaled $22,700 (approx. +34% YoY), reflecting achievement of quantitative and qualitative goals; individual Co-CEO bonus was $7,600 .
Performance Compensation
| Component | Metric Focus | Weighting | Target | Actual | Payout/Expense | Vesting Details |
|---|---|---|---|---|---|---|
| Annual Bonus (cash) | Quantitative and qualitative goals; assessed vs financial/operational objectives (revenue, operating profit, EPS, margins, ROE/ROC, operating cash flow, TSR; strategic and operational milestones) | Not disclosed | Not disclosed | Not disclosed | $7,600 (FY2025) | N/A |
| Stock Options (long-term) | Stock price appreciation; retention | N/A | N/A | N/A | Option expense $39,133 (FY2025) | Options vest in three equal annual installments; 10-year term; grant strike set to 10-day VWAP; scheduling without regard to anticipated announcements . |
Pay-versus-Performance (company-level indicators):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO Summary Compensation Total ($) | 306,742 | 331,301 | 325,037 |
| PEO Compensation Actually Paid ($) | 296,143 | 315,189 | 318,641 |
| TSR – Value of $100 Investment ($) | 66 | 42 | 72 |
| Net Income (Loss) ($000s) | (34) | 112 | 808 |
Compensation design notes:
- No rigid formulas; committee evaluates performance and objectives holistically; no external compensation consultant used; no target pay percentile against a peer group; RSUs were not granted in FY2024 or FY2025 (options used) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,556,346 shares (17.5% of outstanding as of Oct 17, 2025) . |
| Components (as disclosed) | Includes (i) 3,393,815 shares held by the Estate of E. Gerald Kay (co-executed by Riva Sheppard and Christina Kay), (ii) 16,697 shares in the Riva Sheppard Trust, (iii) 15,700 shares in the Emily Sheppard Trust (Riva as trustee), and (iv) 656,667 shares issuable upon exercise of presently exercisable stock options . |
| Shares Outstanding (record date) | 31,059,610 (Oct 17, 2025) . |
| Vested vs. Unvested (Options) | Presently exercisable options: 656,667 (as of Oct 17, 2025) . Unvested options (as of Jun 30, 2025): 33,333 (2022 grant), 100,000 (2023 grant), 125,000 (2024 grant) . |
| RSUs Outstanding | None as of Jun 30, 2025 . |
| Hedging/Pledging | Insider Trading Policy does not address hedging; no specific disclosure of pledging in proxy; officers/directors reportedly do not actively trade and have held shares since initial acquisition . |
| Ownership Guidelines | Not disclosed . |
Vesting Schedules and Insider Selling Pressure
Outstanding equity awards for Riva Sheppard (as of June 30, 2025):
| Grant (Option) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Stated Vesting |
|---|---|---|---|---|---|
| 05/24/2019 | 250,000 | — | 0.21 | 05/24/2029 | 50% on grant; 50% over 3 years . |
| 11/04/2020 | 100,000 | — | 0.65 | 11/04/2030 | Over 3 years . |
| 11/03/2021 | 65,000 | — | 0.95 | 11/03/2031 | Over 3 years . |
| 11/09/2022 | 66,667 | 33,333 | 0.41 | 11/09/2032 | Over 3 years . |
| 11/28/2023 | 50,000 | 100,000 | 0.26 | 11/28/2033 | Over 3 years; annual anniversaries . |
| 12/04/2024 | — | 125,000 | 0.20 | 12/04/2034 | Over 3 years; annual anniversaries . |
- FY2025 option exercises: 200,000 shares exercised, value realized $47,444, indicating potential liquidity events around scheduled vesting windows; future vesting around late November/early December may create periodic exercise/sale windows (subject to trading policies and market conditions) .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | None (no employment, severance, or change-of-control agreements) . |
| Severance | None; Board retains discretion; forfeiture of unvested equity on voluntary departure . |
| Change-of-Control | No agreements; no enhanced payments disclosed . |
| Clawback | No formal clawback (not listed on NYSE/Nasdaq); Board may seek reimbursement for misconduct or if restatement occurs due to misconduct . |
| Non-Compete / Non-Solicit / Garden Leave | Not disclosed . |
Board Governance and Director Service
| Attribute | Detail |
|---|---|
| Board Tenure | Director since 1991; Class I director (term expiring 2027) . |
| Dual Role | Co-CEO and director; family relationship with Co-CEO (sister: Christina Kay) . |
| Independence | Not independent (only Canarick and Friedman deemed independent under Nasdaq standards) . |
| Committees | Not listed on Audit or Compensation Committees (Audit: Canarick, Friedman, Milmoe; Compensation: Milmoe, Canarick, Friedman) . |
| Board Leadership | No Chairperson; Co-CEOs handle day-to-day management; Audit Committee oversees risk . |
| Attendance | Board held 7 meetings; all directors attended except DeSantis missed one (implies full attendance by Sheppard) . |
| Director Compensation | Co-CEOs do not receive separate director pay; non-employee directors receive options and per-meeting fees . |
| Executive Sessions/Lead Independent | Not disclosed . |
Director Compensation (Context)
| Director Fees | Option Awards | Notes |
|---|---|---|
| Non-employee directors received $650 per meeting and FY2025 option grants (50,000 each; various strikes/dates) . | Recognized option expense approx. $15.5k each in FY2025 . | Co-CEOs (including Sheppard) do not receive separate director compensation . |
Related Party Transactions and Governance Considerations
- Facilities leased from Vitamin Realty Associates, LLC, owned 100% by the Estate of former executive chairman E. Gerald Kay and family members including Riva Sheppard and Christina Kay (co-CEOs and directors); amended July 15, 2022 to 116,175 sq. ft.; minimum annual rent $842,000 plus taxes/operating expenses allocation .
- Compensation Committee lacks a formal charter; no external compensation consultant utilized; Board has no Chair; Audit Committee includes a non-independent member (Milmoe), though he is the audit committee financial expert .
- Insider Trading Policy currently does not address hedging; company notes insiders do not actively trade .
Say-on-Pay, Peer Group, and Shareholder Feedback
- The company seeks a triennial say-on-pay frequency and presents a say-on-pay resolution; prior approval percentages not disclosed in the proxy .
- No formal compensation peer group targeting or percentile positioning; no consultant used .
Investment Implications
- Alignment and dilution: Sheppard’s large beneficial stake (17.5%) aligns incentives with long-term shareholders; equity is predominantly stock options with scheduled vesting in late Nov/early Dec through 2027, creating predictable potential selling pressure windows around those dates if exercises occur .
- Pay-for-performance structure: Cash bonuses are modest and discretionary with broad metrics; absence of explicit weights/targets and lack of a formal clawback may weaken performance accountability relative to best practices, though option-based LTIs maintain price alignment .
- Retention risk: No employment, severance, or CoC protection; retention relies mainly on unvested equity and long tenure; as of 6/30/25 Sheppard had unvested options totaling 258,333 shares across 2022–2024 grants .
- Governance and related-party risk: Family control elements, related-party leases, compensation committee without a charter, and limited hedging policy disclosure present governance red flags that investors may discount in valuation or factor into stewardship engagement priorities .