Humberto C. Antunes
About Humberto C. Antunes
Independent director of Lifecore Biomedical (LFCR) since August 2024; age 64 as of the 2025 record date. Career healthcare executive and investor, formerly CEO of Nestlé Skin Health S.A. and Galderma Pharma S.A.; Partner at Gore Range Capital. Education: B.S. in Business Administration, University of Nebraska. The Board has affirmatively determined he is independent under Nasdaq listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nestlé Skin Health S.A. | Chief Executive Officer | Jun 2014 – Dec 2016 | Led global skin health subsidiary of Nestlé |
| Galderma Pharma S.A. | Chief Executive Officer; Chair of Board | Apr 2004 – Dec 2016 (CEO); Jun 2014 – Dec 2016 (Chair) | Oversaw long-term growth and board governance |
| Galderma Laboratories, L.P. (North America) | President, North America | Jan 2001 – Apr 2004 | Regional leadership and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gore Range Capital LLC | Partner | Ongoing | Venture capital focused on healthcare |
| American Skin Association | Board member | ~20 years | Non-profit board service in dermatology |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent director; only CEO Paul Josephs is non-independent |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member); not on Audit |
| Special Committee | Member of special committee on litigation and related party matters (with Houde, Johnson, Schechter); quarterly fees paid to members after Aug 15, 2024 |
| Committee Meetings FY2025 | Compensation: 5 meetings; Nominating & Corporate Governance: 4 meetings |
| Board Meetings FY2025 | Board held 17 meetings; each director attended at least 75% of Board and applicable committee meetings; all current members attended 2024 annual meeting |
| Lead/Chair roles | Not chair; Board chaired by independent director Katrina L. Houde |
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard for non-employee directors |
| Committee membership retainers | $10,000 (Compensation); $5,000 (Nominating & Corporate Governance) | Chair retainers higher; Antunes served as member, not chair |
| Special committee fees | $6,250 per quarter starting Nov 1, 2024 (chair $1,500 per meeting through Aug 15, 2024, then quarterly) | Applies while committee remains active; Antunes is a member (not chair) |
| FY2025 cash actually paid (Antunes) | $66,408 | Per Director Compensation table |
| FY2025 equity grant fair value (Antunes) | $137,502 | Pro-rata RSU grant upon appointment |
| FY2025 total (Antunes) | $203,910 | Sum of cash and stock awards |
Performance Compensation (Director)
| Instrument | Terms | Grant | Vesting | Metrics |
|---|---|---|---|---|
| RSU (Antunes) | Time-based RSUs; no performance conditions | 24,554 shares (pro-rata), granted Aug 19, 2024 | Vested and settled on Jul 8, 2025 (aligned to annual cycle) | None disclosed (time-based) |
No performance-based director equity (PSUs) or option awards were disclosed for directors; as of May 25, 2025 there were no outstanding options held by members of the Board .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Antunes |
| Committee interlocks | Compensation Committee comprised entirely of independent directors; no executive officer interlocks; none of Lifecore’s executive officers served on boards whose directors/officers serve on the Compensation Committee |
| Investor interlocks | Director appointments (including Antunes) followed cooperation agreements with 22NW, Legion Partners, and Wynnefield; Series A Preferred holders nominate two directors (Aryeh, Kiper) |
Expertise & Qualifications
- 40 years in healthcare; CEO experience at global dermatology firms (Galderma, Nestlé Skin Health) .
- Venture investing (Partner at Gore Range Capital) .
- Education: B.S. in Business Administration, University of Nebraska .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (Common) | 27,554 shares | Record Date Sep 2, 2025 | <1% of outstanding; address c/o Lifecore |
| Unvested RSUs outstanding | 24,554 | May 25, 2025 | Unvested at FY2025 year-end; subsequently vested Jul 8, 2025 |
| Options | None | May 25, 2025 | No options outstanding for directors |
| Ownership guidelines | Directors: 3x annual cash retainer; 5-year period to comply; retain 50% of net shares until compliant | ||
| Hedging/pledging | Prohibited by insider trading policy; hedging and pledging barred | ||
| Shares outstanding (for context) | 37,436,784 Common | Record Date Sep 2, 2025 | Company-wide share count; Antunes’ ownership is approximately 0.07% based on disclosed figures |
Governance Assessment
- Committee roles and independence: Antunes enhances board effectiveness via service on Compensation and Nominating & Governance committees; Board affirmed independence, with CEO the only non-independent director .
- Attendance and engagement: Board met 17 times in FY2025; each director attended at least 75% of Board/committee meetings; special committee participation indicates active engagement on litigation/related-party oversight .
- Director pay alignment: Equity delivered via fixed-value RSUs; pro-rata grant upon appointment; no options or PSUs for directors. FY2025 Antunes pay: $66,408 cash, $137,502 equity, total $203,910 . Stock ownership guidelines promote alignment (3x retainer; 5-year compliance) .
- Compensation governance quality: Compensation Committee fully independent; retained FW Cook as independent consultant; committee found no conflicts of interest .
- Related-party exposure oversight: Special committee formed to address litigation and related-party matters; related-party financings disclosed (PIPE purchases by entities affiliated with directors Kiper and Obus), but executed on same terms for all purchasers; audit committee administers related party policy .
- Shareholder confidence signals: Prior say-on-pay approval strong at 99.1% in 2024, reflecting support for pay design; clawback policy compliant with SEC/Nasdaq adopted effective Oct 2, 2023 .
RED FLAGS
- Ongoing litigation with 22NW Fund alleging misrepresentations and registration delay fees; discovery ongoing; potential loss not probable/estimable; registration delay fees accrued and special meeting held to remove conversion cap, indicating governance friction with investors .
- Material weaknesses in internal control over financial reporting persisted through FY2025; auditor transitions (EY to BDO to KPMG) may concern investors about reporting stability .
Mitigants
- Formation of special committee focused on litigation and related-party matters; prohibition on hedging/pledging; codified clawback policy; independent committees and consultant engagement .