William Milmoe
About William H. Milmoe
William H. Milmoe, age 77, has served as a director of Integrated BioPharma, Inc. since December 2008. He is a certified public accountant with 46+ years of business and financial experience, currently President and Chief Financial Officer of CDS International Holdings, Inc., and Chairman Emeritus of Celsius Holdings, Inc. (Nasdaq-listed). He beneficially owns approximately 42.5% of INBP’s common stock, largely via entities he oversees or co-trusts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated BioPharma, Inc. | Director (Class II) | Since Dec 2008 | Audit Committee member; audit committee financial expert; Compensation Committee member |
| CDS International Holdings, Inc. (private) | President & CFO | Since Jan 2006 | Financial leadership and investment oversight |
| CDS International Holdings, Inc. (private) | CFO & Treasurer | 1997–Jan 2006 | Corporate finance and treasury management |
| Celsius Holdings, Inc. (public) | Chairman Emeritus | Not dated (current title) | Strategic counsel; governance experience |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Celsius Holdings, Inc. | Chairman Emeritus | Public (Nasdaq) | Governance and industry exposure; Damon DeSantis also serves on Celsius board (Governance & Nominating Chair), creating an external network interlock to the same issuer . |
| CDS International Holdings, Inc. | President & CFO | Private | Controls significant INBP stake via CD Financial, LLC and trust structures linked to the DeSantis family . |
Board Governance
- Independence status: Not independent; board determined independence under Nasdaq standards applies to Canarick and Friedman only. Milmoe is not independent due to beneficial ownership of ~42.5% of INBP’s shares .
- Committee assignments: Audit Committee member (financial expert, despite non-independence), Compensation Committee member .
- Attendance and engagement: Board held 7 meetings in FY ended June 30, 2025; all directors attended except DeSantis missed one. All committee members attended all Audit (4) and Compensation (2) meetings—Milmoe attended all .
- Board leadership: No Chairperson; Co-CEOs Kay and Sheppard lead management; Audit Committee oversees risk .
- Nominating function: No standing nominating committee; full Board handles nominations given limited independent composition .
- Insider/hedging policies: Insider Trading Policy does not address hedging; Section 16(a) filings were complete; no formal clawback policy as OTCQX-listed, although Board outlines potential misconduct remedies .
Fixed Compensation
| Component | FY Ended 6/30/2025 | Notes |
|---|---|---|
| Annual/Meeting cash fees | $8,450 | Company pays $650 per meeting (Board and Committee) . |
| Stock awards (RSUs) | $0 | No RSUs reported in director comp . |
| Option awards (ASC 718 expense) | $15,522 | Recognized accounting expense for outstanding options . |
| Other compensation | $0 | None reported . |
| Total director compensation | $23,972 | Sum of cash and option expense . |
Performance Compensation
| Grant/Status | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| Director option grant (Aug 7, 2024) | 50,000 | $0.20 | 08/07/2034 | Vested 25% each quarter end in FY 2025 (Sep 30, Dec 31, Mar 31, Jun 30) . |
| Unexercised options (various) | 50,000 | $0.23 | 11/18/2026 | Not disclosed. |
| Unexercised options (various) | 150,000 | $0.21 | 05/24/2029 | Not disclosed. |
| Unexercised options (various) | 50,000 | $0.65 | 11/04/2030 | Not disclosed. |
| Unexercised options (various) | 50,000 | $0.95 | 11/03/2031 | Not disclosed. |
| Unexercised options (various) | 50,000 | $0.51 | 06/20/2032 | Not disclosed. |
| Unexercised options (various) | 50,000 | $0.33 | 07/18/2033 | Not disclosed. |
| Unexercised options (unexercisable) | 50,000 | $0.33 | 06/18/2035 | Not disclosed. |
- Option valuation follows ASC 718; company sets option exercise price at 10-day VWAP for senior grants and schedules post-Q filing timing to avoid single-day price anchoring .
- No director RSU grants disclosed for FY 2025; director equity centered on options .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Celsius Holdings, Inc. | Chairman Emeritus | External interlock | Damon DeSantis serves on Celsius board and chairs Governance & Nomination, indicating network ties to same issuer . |
| CDS International Holdings, Inc. | President & CFO | Ownership influence | CD Financial, LLC (100% owned by CDS Trust) holds 10,524,173 INBP shares; Milmoe is an executive officer and co-trustee links exist . |
Expertise & Qualifications
- Certified public accountant; designated audit committee financial expert at INBP .
- 46+ years of finance and operational leadership across public accounting and private industry; senior roles in investment holding and corporate finance .
- Practical guidance contributions to risk oversight and compensation deliberations, per Board disclosures .
Equity Ownership
| Ownership Element | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 13,355,558 | 42.5% | Based on 31,059,610 shares outstanding at 10/17/2025 . |
| CD Financial, LLC | 10,524,173 | 33.9% | 100% owned by Carl DeSantis Revocable Trust; Milmoe is executive officer . |
| Carl DeSantis Revocable Trust | 2,242,809 | 7.2% | Milmoe is one of three co-trustees . |
| Estate of Carl DeSantis | 17,409 | 0.1% | Milmoe is Co-Executor . |
| Presently exercisable options | 462,500 | n/a | Included in beneficial ownership . |
- Shares pledged as collateral: Not disclosed.
- Hedging policy: Insider Trading Policy currently does not address hedging transactions .
- Section 16(a) compliance: All required ownership change filings completed in FY ended June 30, 2025 .
Governance Assessment
- Strengths:
- Deep finance expertise as CPA and designated audit committee financial expert; consistent committee attendance supports board effectiveness .
- Significant ownership aligns interests with long-term value creation; contributes to engagement in oversight .
- Risks and red flags:
- Non-independent status with ~42.5% beneficial ownership while serving on Audit and Compensation Committees—heightened conflict risk in financial reporting and pay decisions. RED FLAG .
- Ownership/control links through CD Financial, LLC and trust structures where Milmoe is executive/co-trustee; potential related-party influence over governance. RED FLAG .
- No formal clawback policy and Insider Trading Policy lacks hedging restrictions—suboptimal for investor alignment and best-practice compliance. RED FLAG .
- No nominating committee; limited number of independent directors; potential for insular board composition processes .
- Related-party leases with entities controlled by Co-CEOs and the estate of former executive chairman indicate broader governance exposure (not directly tied to Milmoe but part of board environment). RED FLAG .
Overall implication: Milmoe’s financial expertise and attendance bolster audit oversight, but concentrated ownership and committee roles despite non-independence, combined with policy gaps (clawback/hedging) and limited independent board infrastructure, may weigh on investor confidence and warrant enhanced safeguards or committee restructuring .