Gary Schubert
About Gary Schubert
Gary Schubert is IVFH’s Chief Executive Officer and a Director since October 3, 2025, after serving as Chief Financial Officer starting January 1, 2024. He previously spent 15 years at Walmart in finance and strategy roles and three years at Tyson Foods in FP&A, Corporate Treasury, and Investor Relations. He holds a BSBA from the University of Arkansas. In 2024, IVFH reported revenue of $72.1 million (+2.5% YoY) and GAAP net income of $2.5 million, with Adjusted Net Income of $2.1 million (+61.2%); the company’s cumulative TSR value rose to 548 for 2024, and management highlights three straight years of positive adjusted EBITDA in recent years.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walmart | Senior Director, eCommerce Finance & Transformation Strategy | Jun 2021–Aug 2023 | Drove wallet share, retention, and omni-channel economics for ~$75B eCommerce, increasing sustainable growth and unit economics. |
| Walmart | Financial lead, Neighborhood Market business | Feb 2017–Jun 2021 | Led finance for ~$20B grocery chain spanning ~700 locations, covering merchandising, operations, eCommerce, and strategy. |
| Walmart | Various finance roles (merchandising, operations, eCommerce, strategy) | Pre-2017 | Broad finance leadership across core retail and digital channels. |
| Tyson Foods | FP&A, Corporate Treasury, Investor Relations | ~3 years | Supported capital allocation, liquidity, and investor communications at a global protein processor. |
External Roles
- Not disclosed; the CEO agreement permits limited service on other company boards and speaking/teaching roles with prior Board approval, subject to conflict checks.
Fixed Compensation
| Metric | 2024 (CFO) |
|---|---|
| Base Salary ($) | 278,935 |
| Bonus ($) | 36,108 |
| Stock Awards (Grant-date fair value, $) | 238,747 |
| All Other Compensation ($) | 117,747 |
| Total ($) | 671,537 |
| CEO Compensation Terms | Details |
|---|---|
| Base Salary | $400,000 annually from Jan 1, 2026; at least 3% annual increases each Jan 1 thereafter. |
| Annual Cash Incentive | Target ≥$137,500; cap = lower of $400,000 or 8% of prior-year adjusted free cash flow; payable by Jan 31 following year; goals set annually by Board after consultation. |
| Benefits | Standard employee benefits; PTO minimum 20 vacation days + 8 personal/sick days; expense reimbursement; up to $5,000 legal fee reimbursement at signing. |
| Location | Primarily home office within contiguous U.S.; travel as needed. |
Performance Compensation
| Annual Incentive (AIP) | Metric | Target/Cap | Payout & Vesting |
|---|---|---|---|
| CEO AIP (from 2026) | Board-determined individual/business goals; capped by adjusted FCF | Target ≥$137,500; cap: lower of $400,000 or 8% of prior-year adjusted FCF | Cash; payable by Jan 31 of following year; employment and plan compliance required through year-end. |
| Equity Awards (CFO 2024 “Value Achievement Awards”) | Stock Price Threshold | Shares (lower of %) or fixed count | Notes |
|---|---|---|---|
| Tranche 1 | $1.23 | 0.40% of shares outstanding or 131,085 shares | Market-price vesting; award contingent on employment/compliance and tax withholding arrangements. |
| Tranche 2 | $1.63 | 0.30% or 98,313 shares | Same conditions. |
| Tranche 3 | $2.04 | 0.20% or 65,542 shares | Same conditions. |
| Tranche 4 | $2.45 | 0.15% or 49,157 shares | Same conditions. |
| Tranche 5 | $2.86 | 0.15% or 49,157 shares | Same conditions. |
| Tranche 6 | $3.27 | 0.10% or 32,771 shares | Same conditions. |
| Tranche 7 | $3.68 | 0.10% or 32,771 shares | Same conditions. |
| Tranche 8 | $4.08 | 0.10% or 32,771 shares | Same conditions. |
| Equity Awards (CEO LTI grant) | Grant Size | Vesting & Metrics | Acceleration |
|---|---|---|---|
| Common Stock grant | 1,350,000 shares to be granted by Mar 31, 2026 | Vests in three equal installments upon achievement of performance targets tied to Adjusted Net Income, Adjusted EBITDA, Adjusted Operating Income, Adjusted Free Cash Flows, Adjusted ROIC, and Adjusted EPS Growth; continued employment through achievement required; tax obligations may be settled via share withholding/sell-to-cover. | |
| Change of Control | — | — | Any then-unvested shares vest in full upon a Change of Control (as defined). |
| Termination w/o Cause or Good Reason | — | — | Full acceleration of any outstanding, unvested equity awards if Release Condition satisfied and agreement complied with. |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Shares Beneficially Owned (May 1, 2025) | 437,590; includes 163,855 shares issuable under compensation plan; less than 1% of class. |
| Unearned/Unvested Shares at 12/31/2024 | 262,169; market/payout value $466,661 (valued at $1.78 close). |
| Tax Withholding/Sell-to-Cover | Company indicates tax withholding arrangements and potential sell-to-cover for executive awards. |
| Pledging | No pledging disclosed in reviewed filings; 8-K notes no related-party transactions requiring disclosure. |
Employment Terms
| Term / Provision | Details |
|---|---|
| Effective Date & Term | Commences ~Oct 3, 2025; automatically terminates Dec 31, 2028; auto-renews for successive one-year terms unless 90-day non-renewal notice. At-will employment. |
| Severance (w/o Cause or Good Reason) | Base salary for 9 months if termination before 2nd anniversary; 12 months if after 2nd anniversary and before expiry; Company COBRA copay during severance; equity awards fully accelerate; subject to Release Condition. |
| Good Reason (examples) | Material diminution of base/target bonus (with up to 20% salary reduction permitted if broadly applied), duties/reporting changes, required relocation from home office, material breach (e.g., failure to grant Stock Grant). |
| Change of Control | Full acceleration of unvested shares under Stock Grant upon CoC; specific exceptions outlined. |
| Clawback | Subject to Company clawback policy and applicable law. |
| D&O Coverage | Company to maintain D&O coverage at least as favorable as other officers/directors, including tail coverage. |
| Dispute Resolution | Mandatory arbitration in New York, NY under AAA Employment Rules; New York law governs. |
| Restrictive Covenants | Prior Restrictive Covenants Agreement (confidentiality/non-solicitation) survives earlier CFO agreement termination. |
Board Governance
- Board service: Appointed as Director on October 3, 2025; Board has standing Audit, Compensation, and Nominating & Corporate Governance Committees.
- Committee membership: Not disclosed for Schubert; historically, IVFH’s Board had a majority of independent directors (Pappas, Schmulen, Smith), with a separate Chairman (Pappas) and CEO; non-management directors meet in executive sessions at least twice yearly.
- Attendance and director pay: All directors attended at least 75% of 2024 Board meetings; directors serve without compensation per the 2025 proxy.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 65 | 227 | 548 |
- 2024 results: Revenue $72.1 million (+2.5% YoY), GAAP net income $2.5 million, Adjusted Net Income $2.1 million (+61.2%).
- Strategic actions: Exited non-core DTC properties, executed two accretive acquisitions (Golden Organics, LoCo Foods), launched national retail distribution partnership; operating focus on scaling and integration.
- Management commentary: Three straight years of positive adjusted EBITDA cited, alongside margin and operational improvements.
Compensation Structure Analysis
- Cash vs equity mix: CEO package increases fixed base to $400k from 2026 but retains significant at-risk pay via performance-vested equity (1.35M shares) and an AIP capped by adjusted FCF.
- Metric rigor: Equity vesting tied to multi-dimensional adjusted metrics (Net Income, EBITDA, Operating Income, FCF, ROIC, EPS Growth); AIP cap aligns payouts with cash generation.
- Accelerated vesting: Full acceleration on CoC and on qualifying termination (w/o Cause/Good Reason) is shareholder-sensitive, but may increase executive exit optionality in strategic scenarios.
- Clawbacks and arbitration provide governance and enforcement structure for compensation outcomes.
Related Party Transactions and Red Flags
- No Item 404(a) related-party transactions disclosed for Schubert in the October 2025 8-K.
- Pledging/hedging: No pledging disclosed; Insider Trading Policy adopted February 21, 2024.
- Equity tax obligations: Sell-to-cover allowances and withholding could create episodic insider selling pressure upon vesting.
- Say-on-pay: Management recommended “FOR” in 2025; vote outcomes not disclosed in the proxy.
Equity Ownership & Director Compensation Guidelines
- Ownership guidelines: Not disclosed; director compensation is zero per 2025 proxy (unique cost discipline).
- Section 16 compliance: Company believes all officers/directors complied during 2024.
Employment & Contracts (Retention Risk)
- Term security: Auto-renewal structure through 2028 with at-will overlay; severance of 9–12 months base salary plus COBRA supports retention but not excessive.
- Non-compete/non-solicit: Surviving restrictive covenants support post-employment protection.
- D&O and arbitration provisions provide risk mitigation and predictable dispute resolution.
Investment Implications
- Pay-for-performance alignment: CEO equity vests on multi-factor financial metrics; AIP capped by adjusted FCF. This ties upside to profitability and cash generation, supportive for long-term holders.
- Potential selling pressure: Tax withholding/sell-to-cover provisions and market-price vesting schedules can cause periodic insider sales around vesting events; monitor Form 4s near vest dates.
- Change-of-control accelerators: Full acceleration on CoC and qualifying termination increases management’s incentive alignment in a sale scenario; weigh this in M&A handicapping.
- Governance balance: CEO is also a Director, but Chair remains separate and the Board has majority independent directors; executive sessions and clawbacks add oversight rigor.
- Ownership: Schubert’s direct/beneficial stake (<1%) is modest near term but scheduled awards increase alignment if performance is delivered.