Robert Canarick
About Robert Canarick
Independent director of Integrated BioPharma, Inc. since December 1994; age 75 with over 45 years of legal, accounting, and business experience as a former attorney and certified public accountant. Past roles include General Counsel at NIA Group, LLC (1998–2001) and President at Links Insurance Services, LLP (2001–2017; employee 2017–2019). The company designates him “independent” under NASDAQ definitions; he is not a director of any other public company. Beneficial ownership: 696,733 shares (2.2% of outstanding), including 262,500 options exercisable within 60 days as of the record date.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIA Group, LLC | General Counsel | Jan 1998 – Aug 2001 | Legal oversight; risk and compliance guidance |
| Links Insurance Services, LLP | President | Aug 2001 – Dec 2017 | Led insurance operations; business and risk management |
| Links Insurance Services, LLP | Employee | Jan 2017 – Dec 2019 | Continued advisory/operational contribution |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | INBP states Mr. Canarick is not a director of any other public company |
Board Governance
- Committee memberships: Audit Committee (member); Compensation Committee (member). No standing Nominating Committee—full Board handles nominations due to limited number of independent directors.
- Committee chair roles: Not disclosed for Mr. Canarick.
- Independence: Board determined Mr. Canarick is independent under NASDAQ rules.
- Board leadership: No Board Chair; CEO roles separated (Co-CEOs). Audit Committee handles risk oversight.
- Attendance and engagement:
- Board meetings: 7 in FY2025; all directors attended except Mr. DeSantis missed one—implies Mr. Canarick attended all 7.
- Audit Committee: 4 meetings; all committee members attended all.
- Compensation Committee: 2 meetings; all committee members attended all.
- Per-meeting fee $650; Mr. Canarick’s FY2025 cash fees $8,450, which equates to 13 meetings attended (7 Board + 6 committee/combined) at $650 each.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Meeting fees (cash) | $8,450 | $650 per meeting; paid for Board and Committee meetings attended |
| Annual retainer | Not disclosed | Company uses per-meeting fees for non-officer directors |
| Committee chair fees | Not disclosed | No specific chair fees disclosed |
| Meeting fees structure | $650 per meeting | Applies to Board and Committee meetings |
Performance Compensation
| Equity Award Detail | Grant Date | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Director option grant (service FY2025) | Aug 7, 2024 | 50,000 | $0.18 and $0.20 | 25% quarterly on 9/30/24, 12/31/24, 3/31/25, 6/30/25 | 10-year term per plan conventions |
| Outstanding options (example legacy awards) | Nov 18, 2016 | 50,000 | $0.23 | Not disclosed | Nov 18, 2026 |
| Outstanding options | May 24, 2019 | 150,000 | $0.21 | Not disclosed | May 24, 2029 |
| Outstanding options | Nov 4, 2020 | 50,000 | $0.65 | Not disclosed | Nov 4, 2030 |
| Outstanding options | Nov 3, 2021 | 50,000 | $0.95 | Not disclosed | Nov 3, 2031 |
| Outstanding options | Jun 20, 2022 | 50,000 | $0.51 | Not disclosed | Jun 20, 2032 |
| Outstanding options | Jul 18, 2023 | 50,000 | $0.33 | Not disclosed | Jul 18, 2033 |
| Outstanding options | Aug 7, 2024 | 50,000 | $0.18 | Vested quarterly in FY2025 | Aug 7, 2034 |
| Unexercisable option | Jun 18, 2025 | 50,000 | $0.30 | Unexercisable at 6/30/25 | Jun 18, 2035 |
- Equity award accounting recognition in FY2025 for Mr. Canarick: Option awards expense $15,570 (ASC 718). No RSUs reported for directors.
- Award pricing practice: Company uses 10-day VWAP for option exercise price determination; scheduling decisions made without regard to anticipated earnings announcements.
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks; Compensation Committee disclosed no interlocks requiring disclosure under Item 407(e)(4). |
Expertise & Qualifications
| Credential | Detail |
|---|---|
| Legal | Former attorney; General Counsel experience (NIA Group, LLC) |
| Accounting | Certified Public Accountant |
| Business/Risk | 45 years of business and financial experience; provides legal and risk management guidance to the Company |
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding Shares | Notes |
|---|---|---|---|
| Robert Canarick | 696,733 | 2.2% | Includes 262,500 options exercisable within 60 days of Oct 17, 2025 |
| Options Detail | Exercisable vs. Unexercisable | In-the-money Value | Pledging/Hedging |
|---|---|---|---|
| 262,500 options included in beneficial ownership | Exercisable within 60 days | Not disclosed | Company’s Insider Trading Policy does not address hedging transactions; no pledging disclosures specific to Mr. Canarick |
Governance Assessment
-
Strengths
- Long-tenured independent director with legal and CPA credentials relevant to audit oversight and risk.
- Full attendance across Board (7/7) and Committees (Audit 4/4; Compensation 2/2); cash fees corroborate engagement.
- Director pay structure emphasizes equity options alongside modest per-meeting cash fees, supporting alignment.
-
Concerns and RED FLAGS
- Audit Committee includes a non-independent member (Mr. Milmoe), who is a 42.5% beneficial owner; while designated financial expert, this is a deviation from best-practice independence on audit oversight.
- Compensation Committee lacks a formal charter; reliance on Board flexibility may reduce formal guardrails.
- No formal clawback policy adopted (company not NYSE/Nasdaq-listed), which may weaken pay-for-performance enforcement in restatement scenarios.
- Insider Trading Policy does not address hedging; absence of anti-hedging rules is a shareholder-alignment risk.
- Related-party leasing with entities controlled by the Co-CEOs’ family (Vitamin Realty) presents ongoing conflict exposure, though approvals are handled by Board/Audit Committee; no such related-party transactions disclosed for Mr. Canarick personally.
-
Compensation structure observations
- Director compensation is primarily at-risk via options (e.g., 50,000 FY2025 grant vesting quarterly), with modest cash per-meeting fees—no RSUs disclosed for directors.
- Equity award pricing uses 10-day VWAP, limiting single-day price timing risk.
-
Independence and alignment
- Mr. Canarick is designated independent and holds ~2.2% via shares/options, which supports some skin-in-the-game without controlling influence; no pledging disclosed.
Overall signal: Mr. Canarick’s credentials and attendance support board effectiveness. Key governance risks for investor confidence stem from committee independence (Audit), lack of clawback and anti-hedging policies, and related-party leases at the company level rather than specific concerns tied to Mr. Canarick.