Nelson Obus
About Nelson Obus
Independent director since October 2018; age 78 as of the Record Date. Co‑founder, President, and Chief Investment Officer of Wynnefield Capital, Inc. (founded November 1992). Earlier roles include director of research at Schafer Capital Management, director of sell‑side research in the equity sales department at Lazard Frères & Co., and a managerial role at the Massachusetts Department of Environmental Management. Education: B.A. (New York University) and M.A. in Political Science (Brandeis University). The Board cites his extensive financial experience with small‑ to mid‑cap companies as a key credential.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schafer Capital Management, Inc. | Director of Research | Jan 1990 – Sep 1992 | Research leadership for investment firm |
| Lazard Frères & Co. | Director of sell-side research, Equity Sales Dept. | Prior to 1990 (dates not specified) | Sell-side research leadership |
| Massachusetts Department of Environmental Management | Manager | Prior role (dates not specified) | Public sector management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wynnefield Capital, Inc. | Co‑Founder, President & CIO | Nov 1992 – Present | Co‑founded with Joshua Landes; manages firm and portfolio |
| Williams Industrial Services | Director (prior) | Jun 2016 – Oct 2023 | Former public company board service |
Board Governance
- Current LFCR Board role: Independent Director; first joined October 2018.
- Committee assignments (FY2025): Compensation Committee (member); Nominating & Corporate Governance Committee (member). The Board determined all members (including Obus) meet SEC and Nasdaq independence requirements for these committees.
- Committee chairs: Compensation Committee chaired by Paul H. Johnson; Nominating & Corporate Governance Committee chaired by Joshua E. Schechter. Obus is not a chair.
- Meetings and attendance: Board held 17 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings. All current directors attended the 2024 annual meeting.
- Committee activity (FY2025): Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 4 times.
- Executive sessions and leadership: Independent directors meet in executive session at each board meeting and at least twice per year; non‑executive Chair (Katrina L. Houde) presides.
- Compensation clawback: Board adopted a Dodd‑Frank/Nasdaq‑compliant compensation recoupment policy effective Nov 30, 2023.
Fixed Compensation (Director Pay Structure and FY2025 Actual)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Policy level |
| Committee retainers (member) | $10,000 (Comp) / $5,000 (Nominating & Gov.) | Policy level; chairs receive higher retainers; Obus served as member, not chair |
| Meeting fees | None | No Board/committee meeting fees; reasonable expenses reimbursed |
| Special committee fees | Not applicable | Special committee comprised of Houde, Antunes, Johnson, Schechter (Obus not a member) |
| Cash actually paid to Obus (FY2025) | $65,003 | From Director Compensation table |
- Mix: Cash $65,003 (≈30.2%) vs. Equity $150,000 (≈69.8%) based on FY2025 totals; percentages derived from disclosed amounts.
Performance Compensation (Equity)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting/Settlement | Status |
|---|---|---|---|---|---|
| Jul 8, 2024 | RSUs | 30,000 | $150,000 | Vest/settle on earlier of 1‑year anniversary (Jul 8, 2025) or first 2025 annual meeting ≥50 weeks from grant; pro‑rata vesting on early termination (non‑for‑cause) | Vested/settled Jul 8, 2025 given meeting timing |
| Options | — | — | — | No option awards outstanding for directors as of the Record Date | No options outstanding |
Performance metrics tied to director equity: None (fixed‑value RSUs; no performance conditions disclosed).
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Notes |
|---|---|---|---|
| Williams Industrial Services | Director (prior) | Jun 2016 – Oct 2023 | Prior public company board; no current disclosed interlocks at LFCR suppliers/customers |
- Cooperation Agreements and governance context: In June 2024, LFCR entered cooperation agreements with affiliates of 22NW, Legion Partners, and Wynnefield Capital (affiliated with Obus). These agreements addressed board nominations and voting commitments through the 2025 annual meeting/Oct 31, 2025.
- Compensation Committee interlocks: None; no Lifecore executive served on another board with reciprocal service by a member of LFCR’s Compensation Committee; current members (including Obus) have not been officers/employees of Lifecore.
Expertise & Qualifications
- Financial investor with decades investing in small‑/mid‑cap companies; brings portfolio management and capital markets expertise.
- Academic credentials: B.A. (NYU), M.A. Political Science (Brandeis).
Equity Ownership
| Holder | Security | Beneficially Owned | Percent | Notes |
|---|---|---|---|---|
| Nelson Obus (as reported) | Common Stock | 5,420,561 | 14.25% | Combined voting power 14.25%; as of the Record Date |
| Nelson Obus (as reported) | Series A Preferred | 3,908 | 8.39% | As of the Record Date |
| Ownership breakdown (Obus) | Common Stock | Sole voting/dispositive: 88,687; Shared voting/dispositive: 4,918,979 | — | Based on Schedule 13D/A detail summarized in proxy |
| Director RSUs (as of May 25, 2025) | RSUs | 30,000 outstanding and unvested (Obus) | — | Subsequently vested Jul 8, 2025 per award terms |
| Options (directors) | Stock options | 0 | — | No options outstanding as of the Record Date |
Notable ownership transactions:
- Oct 3, 2024: Wynnefield Capital Management purchased 122,930 common shares; Wynnefield Partners purchased 169,753 common shares, both in the PIPE Offering associated with the Series A financing.
Governance Assessment
Strengths
- Independence and committee service: Board determined Obus meets SEC/Nasdaq independence for Compensation and Nominating & Governance committees; not on Audit Committee, which also administers the Related Party Transaction Policy. Committee workloads (5 and 4 meetings, respectively) and overall Board engagement (17 meetings) indicate active oversight; attendance ≥75% and 2024 annual meeting attendance by all directors.
- Pay alignment for directors: Majority of FY2025 compensation delivered in equity (fixed‑value RSUs) with straightforward cash retainers; no meeting fees.
- Risk controls: Robust clawback policy adopted Nov 30, 2023; independent‑director executive sessions led by a non‑executive Chair.
Risks and potential conflicts
- Significant shareholder affiliation: Obus is a principal of Wynnefield, which (together with affiliates) beneficially owns 14.25% of common voting power and also holds Series A Preferred; he has shared voting/dispositive power over a large block. This concentration and affiliation, coupled with participation in the 2023 Series A financing and the 2024 Cooperation Agreements, may present perceived influence and related‑party considerations. Mitigations include independent committee determinations, a Related Party Transaction Policy overseen by the Audit Committee, and formation of a special committee for litigation/related‑party matters that did not include Obus.
RED FLAGS
- Related‑party exposure: Affiliation with Wynnefield (a major holder) that purchased preferred and participated in the PIPE; presence on the Compensation Committee may raise optics concerns about influence, notwithstanding independence determinations and lack of formal interlocks.
- Concentrated ownership: Combined voting power reported at 14.25% underscores potential control dynamics.
Compensation Committee Interlocks: None disclosed; no reciprocal directorships involving LFCR executives and Compensation Committee members.
Fixed Compensation (Detail)
| Item | FY2025 Value | Source/Notes |
|---|---|---|
| Annual Board retainer (policy) | $50,000 | Policy rate |
| Committee member retainers (policy) | $10,000 (Comp); $5,000 (Nominating & Gov.) | Policy rates |
| Cash actually paid to Obus | $65,003 | FY2025 director comp table |
Performance Compensation (Detail)
| Metric/Feature | Detail | Source |
|---|---|---|
| RSU grant (Jul 8, 2024) | 30,000 RSUs; grant-date fair value $150,000 | |
| Vesting | Earlier of Jul 8, 2025 or 2025 annual meeting ≥50 weeks from grant; vested/settled Jul 8, 2025 given meeting timing | |
| Options outstanding (as of Record Date) | None for directors | |
| Performance conditions | None for director equity (fixed‑value RSUs; no performance metrics disclosed) |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Williams Industrial Services | — | Director (prior) | Jun 2016 – Oct 2023 | Prior public board; no active interlock disclosed at LFCR |
Equity Ownership (Skin-in-the-Game)
| Category | Amount | Percent | Notes |
|---|---|---|---|
| Common Stock beneficially owned (Obus) | 5,420,561 | 14.25% | As of Record Date; combined voting power equals 14.25% |
| Series A Preferred (Obus) | 3,908 | 8.39% | As of Record Date |
| Ownership detail (Obus) | Sole: 88,687; Shared: 4,918,979 (common) | — | Per Schedule 13D/A detail summarized in proxy |
| Recent purchases (affiliated entities) | 122,930 (WCM); 169,753 (Wynnefield Partners) | — | PIPE Offering on Oct 3, 2024 |
Governance Assessment (Investor Takeaways)
- Obus brings deep investor expertise and active committee service; attendance and meeting cadence indicate engagement. Compensation mix favors equity, aligning with shareholder interests.
- The primary governance risk is related‑party perception due to Wynnefield’s substantial stake and participation in financing and cooperation agreements. Governance mitigants include independence determinations, exclusion from Audit Committee, a standing Related Party Transaction Policy, and a special committee for related‑party matters without Obus as a member. Continued monitoring of related‑party approvals and any future equity issuances or board nomination agreements is warranted.