Christopher S. Kiper
About Christopher S. Kiper
Christopher S. Kiper (age 54) is a Series A Preferred Director at Lifecore Biomedical, serving since 2023. He is independent under Nasdaq rules, with a background in activist investing and financial analysis; he co-founded Legion Partners and previously held roles at Shamrock Capital, Ridgestone, Global Crossing, and Ernst & Young, and holds a B.S.B.A. in Accounting from the University of Nebraska .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Legion Partners Asset Management | Co-Founder, Managing Director & CIO | Apr 2012–present | Activist investor focused on undervalued U.S. small-cap companies |
| Shamrock Capital Advisors | Vice President; Portfolio Manager, Shamrock Activist Value Fund | Apr 2007–Jan 2010 | Concentrated long-only activist fund (Disney family vehicle) |
| Ridgestone Small Cap Value Fund | Founder/Operator | Jun 2000–Jun 2007 | Small-cap targeted activist fund |
| Global Crossing Ltd. | Director of Financial Planning | 1998–2000 | Telecom; finance role |
| Ernst & Young | Auditor | 1994–1997 | Audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy biography | — | — | The proxy lists investment roles; no other public company directorships were disclosed for Kiper . |
Board Governance
| Item | Details |
|---|---|
| Committee memberships | Compensation Committee member (Chair: Paul H. Johnson); not on Audit or Nominating committees . |
| Chair roles | None disclosed . |
| Independence | Independent director; only CEO (Josephs) is non-independent . |
| Series A Preferred Director status | Current Series A Preferred Director (one of two) alongside Jason Aryeh . |
| Board meetings & attendance | Board held 17 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the November 2024 annual meeting . |
| Executive sessions & leadership | Independent directors meet at each Board meeting and at least twice per year; non-executive Chair is Katrina L. Houde . |
| Compensation Committee governance | Committee comprised entirely of independent directors; uses independent consultant FW Cook; no interlocks or insider participation . |
Fixed Compensation
| Component | FY2025 Policy | Kiper FY2025 Actual ($) |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | 55,578 |
| Committee membership retainers | Audit: $10,000; Compensation: $10,000; Nominating: $5,000 | Included in totals (member of Compensation) |
| Committee chair retainers | Audit: $20,000; Compensation: $20,000; Nominating: $10,000 | N/A (not a chair) |
| Meeting fees | None (travel expenses reimbursed) | — |
| Special committee fees | Paid only to Houde, Antunes, Johnson, Schechter | N/A |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual non-employee grant) | Jul 8, 2024 | 30,000 | 150,000 | Vest/settle on earlier of Jul 8, 2025 or first 2025 annual meeting date ≥50 weeks from grant; awards vested/settled Jul 8, 2025 . |
Notes: As of May 25, 2025, Kiper held 30,000 outstanding and unvested RSUs (which subsequently vested on Jul 8, 2025); no stock options outstanding for directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no executive officers served on boards of entities whose directors/officers serve on Lifecore’s Compensation Committee; no Compensation Committee member has been a Lifecore officer . |
| Cooperation & nomination rights | Kiper was designated for Series A Preferred Director by Legion/Wynnefield/22NW cooperation agreements; recusal required for potential conflicts involving Series A holders |
Expertise & Qualifications
- Activist investor with deep small-cap governance and financial experience; prior audit background and corporate finance roles .
- Committee experience: Compensation Committee member; Board governance familiarity; independent status .
- Education: B.S.B.A. in Accounting, University of Nebraska .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 6,762,432 shares; 17.02% of common outstanding . |
| Series A Preferred beneficially owned | 15,030 shares; 32.26% of Series A outstanding . |
| Combined voting power (as-converted) | 17.02% . |
| RSUs (unvested as of record date) | 30,000 (as of May 25, 2025) . |
| Options | None outstanding . |
| Ownership guidelines | Directors expected to hold common stock valued ≥3x annual cash retainer; 5-year compliance window for new directors; retain 50% of net shares until compliant . |
| Hedging/pledging policy | Company policies restrict hedging and pledging; insider trading policy prohibits hedging transactions . |
Governance Assessment
- Alignment: Significant economic ownership (17.02% common; Series A stake) aligns interests with shareholders; equity-based director grants further alignment .
- Board effectiveness: Independent status, active committee role, and structured executive sessions under independent Chair support oversight .
- Compensation governance: Committee is independent, engages FW Cook, and reports clear pay structures; no interlocks noted .
- Potential conflicts and safeguards:
- RED FLAG: Cooperation agreements permit the Class 1 Series A Director (Legion) to share certain confidential information with Investor Group recipients under confidentiality protocols—an information-flow risk requiring strict compliance and may raise perception of conflicts .
- Recusal obligations apply to Series A-related conflicts; standstill and voting commitments were in place through Oct 31, 2025, reducing activist pressure but also signaling investor influence on board composition .
- Risk context: Ongoing litigation by 22NW concerning preferred stock and governance matters; while not specific to Kiper, it underscores elevated governance scrutiny and legal risk environment .
- Controls: Company disclosed material weaknesses in internal control over financial reporting; not attributed to directors individually, but relevant for oversight focus via Audit Committee (Kiper is not an Audit Committee member) .
Say-on-pay support (context): 2024 say-on-pay vote received 99.1% approval, indicating strong investor support for pay practices (oversight via Compensation Committee) .