Brady Smallwood
About Brady Smallwood
Brady Smallwood, 40, is Chief Operating Officer of Innovative Food Holdings (IVFH) since May 15, 2023 and a director since May 17, 2023, with prior e-commerce and analytics leadership roles at Kroger, Walmart, Younique (Coty), Yum! Brands, American Capital, and Freddie Mac; he holds a B.S. from BYU and an MBA (honors) from Chicago Booth . Company performance under the current regime: FY2024 revenue was $72.1m (+2.5% YoY) with net income from continuing operations of $2.53m vs a prior-year loss, and a $100 TSR value rose from $227 (2023) to $548 (2024) per the proxy’s pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Kroger Co. | Senior Director – eCommerce Strategy, Planning & Operations | 2020–2023 | Launched rapid grocery delivery; implemented new management systems; scaled innovative initiatives . |
| Walmart | Director – Omni Merchandising Planning & Analytics; prior managerial roles | 2019–2020; earlier | Led planning/analytics; earlier roles across finance, merchandising, strategy, analytics, product management . |
| Younique (Coty subsidiary) | Head of eCommerce Insights & Analytics | 2017–2019 | Built insights and analytics capabilities for online beauty . |
| Yum! Brands (Pizza Hut U.S.) | Managerial roles | Prior to 2017 | Operations/merchandising experience in food service . |
| American Capital; Freddie Mac | Analyst roles | Prior | Analytical/investment and mortgage finance experience . |
External Roles
No external public-company board roles disclosed beyond IVFH directorship .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 184,615 | 308,827 |
| Signing Bonus ($) | 29,370 (paid 2023) | — |
| Target Annual Bonus ($) | ≥80,000 (prorated in partial years) | ≥80,000 |
| Actual Bonus Paid ($) | 117,369 | 87,999 |
| All Other Compensation ($) | 25,461 | 217,379 (incl. $163,763 tax withholding on shares; $39,816 health; $13,800 401k) |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Equity “Value Achievement Awards” (share grants) | Not disclosed | 60‑day VWAP price thresholds | Grants at each threshold; contingent on employment/compliance/tax arrangements | Through Dec 31, 2025; thresholds and grants below . |
| Stock Appreciation Rights (SARs) | N/A | $1.50 and $2.00 strikes | SAR liability $1,353,150 at 12/31/2024 (non‑cash comp) | Vested on issuance; expire Dec 31, 2026; intended cash settlement . |
| Annual cash bonus | Not disclosed | At least $80,000 | Paid $87,999 in 2024; $117,369 in 2023 | Annual . |
Equity Value Achievement Awards schedule:
| Stock Price Threshold | Shares Granted (max cap) |
|---|---|
| $0.87 | 196,627 |
| $1.16 | 147,470 |
| $1.45 | 98,313 |
| $1.74 | 73,735 |
| $2.03 | 73,735 |
| $2.32 | 49,157 |
| $2.61 | 49,157 |
| $2.90 | 49,157 |
Stock Appreciation Rights (economics):
| Award Type | Quantity | Strike(s) | Grant/Vesting | Expiration | Settlement Intent |
|---|---|---|---|---|---|
| SARs | 1,500,000 | 750k @ $1.50; 750k @ $2.00 | Granted July 7, 2023; vest on issuance | Dec 31, 2026 | Cash (non‑plan SAR agreement) . |
Outstanding equity awards (12/31/2024, market price $1.78):
| Executive | Unearned Shares/Rights | Market/Payout Value ($) |
|---|---|---|
| Brady Smallwood | 1,794,941 (294,941 stock awards + 1,500,000 SARs) | 3,194,995 |
Notes: Equity grants are contingent on continued employment and compliance; company requires satisfactory tax-withholding arrangements before grant dates .
Equity Ownership & Alignment
| Beneficial ownership as of May 1, 2025 | Shares | % of Class | Notes |
|---|---|---|---|
| Brady Smallwood | 432,385 | * (<1%) | Includes 147,470 shares issuable under compensation plan; portion expected to be sold to pay income taxes . |
Additional alignment and pressure indicators:
- Shares withheld/paid for taxes: Company paid $163,763 of tax withholdings related to Smallwood’s stock issuance in 2024, indicating potential ongoing net share settlement or sales to fund taxes .
- Pledging/Hedging: No pledging or hedging disclosed for Smallwood; IVFH adopted insider trading policy Feb 21, 2024 .
- Ownership guidelines: Not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | COO since May 15, 2023; director since May 17, 2023 . |
| Agreement | Executive Employment Agreement dated Apr 14, 2023 . |
| Base Salary | $300,000 with at least 3% annual increases . |
| Annual Bonus | At least $80,000 (prorated for partial years) . |
| Severance | 9 months of base salary if terminated without cause or resignation with Good Reason . |
| Equity | Price-threshold share grants as per schedule; initial 1.5m stock options amended to 1.5m SARs (750k @ $1.50; 750k @ $2.00) . |
| SAR Vesting/Settlement | Vested on issuance; expire Dec 31, 2026; intended cash settlement . |
| Covenants | Subject to clawback policy; confidentiality, non‑compete, non‑solicitation . |
| Change‑of‑Control | Specific CIC triggers/multiples not disclosed. |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Director; appointed as CEO Bennett’s director designee under the RWB Agreement; may be removed if Bennett’s employment ends . |
| Independence | Not independent due to officer status; does not participate in board discussions on his compensation . |
| Committees | No committee memberships (Board-only) per committee composition table . |
| Attendance | Board met 6 times (2024); all directors attended ≥75% of meetings; committees met Audit 4, Compensation 2, Nominating 2 . |
| Board leadership | Separate Chair (James Pappas) and CEO; non‑management directors meet in executive sessions at least twice a year . |
| Director pay | Directors serve without compensation . |
2025 Say‑on‑Pay vote:
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory vote on NEO pay | 31,517,479 | 161,887 | 91,887 |
Compensation Structure Analysis
- Mix shift: 2024 showed higher cash salary (+$124k YoY) with lower cash bonus (−$29k YoY) and large “All Other” driven by tax withholding on equity, while equity incentives remain primarily stock‑price contingent awards and SARs .
- Equity design: Price‑threshold “Value Achievement Awards” and vested SARs emphasize market capitalization/TSR over accounting metrics; proxy notes bonus program considers net income and gross margin, but weightings/targets are not disclosed .
- Dilution vs cash costs: SARs are intended to be settled in cash (reducing dilution), but create a material non‑cash comp expense and potential future cash outflows; year‑end SAR liability was $1.353m .
- Clawbacks and restrictions: Subject to clawback and restrictive covenants, supporting alignment and retention .
Risk Indicators & Red Flags
- Dual role (COO + Director) and designee status tied to CEO Bennett create independence considerations and potential governance risk if leadership changes .
- Concentration & volatility at company level: Heavy customer concentration and evolving business mix noted in 10‑K risk factors; not specific to Smallwood but relevant to pay-for-performance outcomes .
Investment Implications
- Alignment: Smallwood’s equity awards vest only on sustained stock price thresholds, tying personal outcomes to shareholder value; SARs reduce dilution but add cash obligations and non‑cash comp expense when IVFH stock appreciates .
- Trading signals: Equity grants at defined VWAP thresholds (e.g., $1.16, $1.45, $1.74, $2.03+) can trigger share issuances and tax‑withholding transactions; proxy indicates shares may be sold/withheld to satisfy taxes, implying episodic insider-related flows around vesting events .
- Retention risk: Agreement runs through Dec 31, 2025 with 9 months’ severance; significant unearned equity (294,941 shares + SARs) through 2025 provides retention incentives but cash‑settled SARs increase future cash uses if the stock rerates .
- Governance: Non‑independent status and director‑designee arrangement merit monitoring (e.g., committee independence remains intact; director pay is nil), but any CEO transition could alter board composition (Smallwood’s seat) .