Denver Smith
About Denver Smith
Denver J. Smith is an independent director at Innovative Food Holdings (IVFH), serving since March 13, 2023. He is the Chief Investment Officer and Managing Member of Carlson Ridge Capital (founded 2015), and previously served for nine years as Portfolio Manager and CIO at 73114 Investments, where he helped negotiate the sale of its parent company to a public REIT for over $150 million in 2015. He holds a BBA in Finance and Economics and an MBA from the University of Oklahoma and is a CFA charterholder. Age: 37 (as of the 2025 proxy). He is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlson Ridge Capital | Chief Investment Officer & Managing Member | Founded 2015; ongoing | Hedge fund manager; 2024 proxy notes Co-CIO and lead manager for CRC Founders Fund, LP |
| 73114 Investments, LLC | Portfolio Manager & Chief Investment Officer | 9 years (dates not specified) | Prompted and helped negotiate sale of parent company to public REIT for >$150M in 2015 |
| Aspen Family Trust | Advisor | Not disclosed | Advises on asset allocation and strategic decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lifestyle Management Inc (non-profit) | Board of Trustees | Not disclosed | Non-profit governance role |
| Other public company boards | — | — | None disclosed in IVFH proxies |
Board Governance
- Independence: The Board determined Smith is independent under Nasdaq rules (company voluntarily applies Nasdaq standards).
- Committee leadership: Audit Committee Chair; designated audit committee financial expert. Also serves on Compensation and Nominating & Corporate Governance Committees.
- Attendance: In 2024, the Board met 6 times (plus 3 unanimous written consents). All directors attended at least 75% of Board meetings; Audit met 4 times, Compensation 2, Nominating 2.
- Board leadership: Separate Chair and CEO; non-management directors meet in executive session at least twice a year.
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Financial expert designation; committee independence affirmed |
| Compensation Committee | Member | Committee independence affirmed (committee includes independent directors) |
| Nominating & Corporate Governance | Member | Committee independence affirmed |
Shareholder Voting Outcomes (context for legitimacy/engagement)
| Proposal | Year | Outcome Details |
|---|---|---|
| Election of Directors – Denver J. Smith | 2025 | For: 31,686,072; Against: 63,301; Abstain: 21,880 |
| Election of Directors – Denver J. Smith | 2024 | For: 29,504,602; Withheld: 938,570; Broker Non-Votes: 3,629,118 |
| Say-on-Pay (advisory) | 2025 | For: 31,517,479; Against: 161,887; Abstain: 91,887 |
| Say-on-Pay (advisory) | 2024 | For: 26,508,798; Against: 73,939; Abstain: 3,860,435; Broker Non-Votes: 3,629,118 |
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | Current (2025 proxy) | “The Company’s directors serve without compensation.” |
| Meeting fees | $0 | Current (2025 proxy) | No meeting fees disclosed |
| Committee chair/member fees | $0 | Current (2025 proxy) | No committee fees disclosed |
| Equity grants (RSUs/DSUs/options) | $0 | Current (2025 proxy) | No director equity compensation program disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for non-employee directors | — | — | — | — | — |
Other Directorships & Interlocks
- Other public company directorships: None disclosed.
- Compensation committee interlocks: The company discloses no compensation committee interlocks.
Expertise & Qualifications
- Audit committee financial expert; deep financial and capital markets background.
- CFA charterholder; MBA and BBA (Finance/Economics).
- Activist/shareholder perspective with significant ownership and prior 13D group involvement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Denver J. Smith (Director) | 4,338,575 | 8.0% | Includes shares owned directly and by entities he advises (per proxy footnotes) |
| Group including Denver J. Smith, CRC Founders Fund, and others (Schedule 13D group) | 4,428,039 | 8.2% | Group disclosed; Smith disclaims beneficial interest over certain shares in prior filings |
| All officers and directors (context) | 29,174,883 | 53.7% | Aggregated control context |
Note: Proxies do not provide a vested/unvested breakdown, option in-the-money values, or pledge disclosures specific to Smith; no pledging is disclosed in the proxy.
Governance Assessment
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Strengths
- Independent director with finance credentials; Audit Committee Chair and SEC-designated financial expert—supports oversight of reporting and auditor independence.
- Material “skin in the game” (8.0% direct beneficial ownership; 8.2% with the 13D group), aligning interests with shareholders.
- Board and committee engagement signals are adequate: all directors met the 75% meeting attendance threshold; Smith attended the 2024 annual meeting.
- Shareholder support is strong in recent elections and say-on-pay votes, indicating confidence in current governance.
-
Potential Conflicts / Monitoring Items
- Related-party / activist context: Smith joined the Board following a November 28, 2022 Board Observer Agreement with a 13D group that had threatened a proxy contest; agreement includes standstill, confidentiality, and minimum ownership conditions. This history signals activist influence—typically constructive but should be monitored for conflicts.
- Committee role sensitivity: As a significant shareholder and Compensation Committee member, ensure robust recusals and independent oversight when matters could affect the shareholder group’s interests or executive pay. Committee independence is affirmed.
- Director pay: Directors receive no cash or equity compensation. While cost-aligned, it removes a conventional tool for time/effort alignment and retention in micro-caps; recruitment and workload sustainability should be monitored.
-
Policy Infrastructure
- Code of Ethics and conflict disclosure requirements apply to directors and executives.
- Company maintains a compensation recovery (clawback) policy (Exhibit 97.1 to the 2024 10-K).
RED FLAGS (none acute disclosed):
- No related-party transactions involving Smith beyond the 2022 observer/standstill agreement context; no legal proceedings or SEC investigations disclosed pertaining to Smith; no option repricing or tax gross-ups disclosed. Continue monitoring for hedging/pledging disclosures and any future related-party transactions.