Anthony Gruber
About Anthony Gruber
Chief Financial Officer of Mama’s Creations since September 19, 2022, appointed under a 5‑year employment agreement with a $250,000 initial base salary and eligibility for a year‑end bonus up to $125,000 . Company performance during his tenure shows strong top-line growth: FY2025 net sales grew 19% to $123.3M vs. $103.3M in FY2024 , while TSR (hypothetical $100 investment) rose to 411.76 by FY2025 from 230.48 in FY2024 and 106.94 in FY2023 . Q1 FY2026 net sales increased 18% YoY to $35.3M and diluted EPS was $0.03 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mama’s Creations, Inc. | Chief Financial Officer | 2022–Present | Signed SOX 302/906 certifications; drove revenue growth and operating improvements; Q1 FY2026: net sales +18% YoY to $35.3M, operating income +104% YoY |
External Roles
No additional public-company directorships or external roles were disclosed in the company’s proxy or 10‑K for Anthony Gruber.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $250,000 | $250,000 |
| Target Bonus ($) | Up to $125,000 | Up to $125,000 |
| Actual Bonus Paid ($) | $50,000 | $100,000 |
| All Other Compensation ($) | $15,000 (automobile allowance) | $15,000 (automobile allowance) |
| Total ($) | $712,016 | $365,000 |
Performance Compensation
| Award Type | Metric | Target | Period | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Sign‑on PSUs | Stock price CAGR | Threshold assumes 20% CAGR; results in issuance equal to 0.5% of then‑current shares outstanding (at threshold) | 9/22/2022–9/22/2027 | 187,430 PSUs reflected as unearned at threshold | Earn based on stock price performance; if CoC occurs, number earned fixed at CoC price and PSUs convert to service‑based vesting for remainder of period |
| Equity awards (annual RSUs/Options) | Not applicable to CFO | — | — | No RSUs or options outstanding listed for CFO as of 1/31/2025 | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares beneficially owned as of May 6, 2025 |
| Ownership as % of outstanding | 0% (37,599,015 shares outstanding) |
| Unvested equity | 187,430 unearned PSUs at threshold; payout value $1,443,211 at $7.70 stock price as of 1/31/2025 |
| Options (exercisable/unexercisable) | None reported for CFO as of 1/31/2025 |
| Hedging/pledging | Prohibited by insider trading policy (hedging, short sales, derivatives; pledging restricted) |
| 10b5‑1 plans | No adoptions/modifications/terminations by directors or officers in Q1 FY2026 |
| Ownership guidelines | Not disclosed |
Employment Terms
- Employment agreement (dated Sept 19, 2022): initial 5‑year term; base salary $250,000; eligible for year‑end bonus up to $125,000; sign‑on PSUs; confidentiality, non‑solicit, and non‑compete covenants .
- Severance (termination without cause or for good reason): lump sum equal to annualized base salary; prorated annual bonus based on actual performance; up to 12 months of health‑care premium continuation; equity acceleration terms apply as per award agreements (PSUs/RSUs) .
- Change‑in‑control (double trigger): upon qualifying termination within 2 years post‑CoC, severance consists of same types of payments, including a lump sum equal to 2x annualized base salary and up to 18 months of health‑care premiums; PSUs fix earned shares at CoC price and convert to service‑based vesting for remainder of period; RSUs may accelerate under specified scenarios .
- Clawback: Company adopted SEC Rule 10D‑1 compliant recoupment policy for erroneously awarded incentive compensation (applies to compensation received on/after Oct 2, 2023) .
Compensation Structure Analysis
- Shift in cash vs. equity: FY2025 total CFO pay $365,000 with no stock grant recognized, versus FY2024 total $712,016 including $397,016 stock awards; indicates front‑loaded sign‑on equity in FY2024 followed by largely cash‑based FY2025 .
- Pay‑for‑performance alignment: CFO’s sign‑on PSUs are entirely tied to stock price CAGR through FY2027, aligning upside with shareholder returns, with CoC provisions that fix earned shares at transaction price and convert to service‑based vesting—reduces windfall risk while preserving retention .
- Governance guardrails: Formal clawback and prohibitions on hedging/pledging mitigate misalignment risks and opportunistic trading .
Risk Indicators & Red Flags
- Internal control material weaknesses: Adverse ICFR opinion as of FY2025 (segregation of duties, authorization support, review precision/completeness); remediation underway targeting FY2026 . This elevates execution and reporting risk under CFO purview until fully remediated.
- Customer concentration: FY2025 had a single customer at ~44% of gross sales; receivable concentration also high—heightened business risk affecting incentive outcomes .
- Related party transactions (deli facility lease and seller notes): ongoing payments and lease commitments with parties related to acquired businesses; monitored by Audit Committee .
Multi‑Year Compensation (CFO)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $250,000 | $250,000 |
| Bonus ($) | $50,000 | $100,000 |
| Stock Awards ($) | $397,016 | — |
| All Other Comp ($) | $15,000 | $15,000 |
| Total ($) | $712,016 | $365,000 |
Vesting Schedules and Insider Selling Pressure
| Award | Schedule | Key Dates |
|---|---|---|
| CFO sign‑on PSUs (stock price) | Earn based on stock price CAGR; threshold assumes 20% CAGR; converts to service‑based vesting post‑CoC; unearned units 187,430 at threshold as of 1/31/2025 | Performance window 9/22/2022–9/22/2027 |
| RSUs/Options (CFO) | None outstanding as of 1/31/2025 | — |
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($000s) | $103,284 | $123,328 |
| Gross Profit ($000s) | $30,333 | $30,533 |
| Net Income ($000s) | $6,561 | $3,711 |
| TSR (Value of $100) | $230.48 | $411.76 |
Q1 FY2026 snapshot: net sales $35,255K (+18% YoY), gross profit $9,184K (+23%), income from operations $1,578K (+104%), diluted EPS $0.03 .
Equity Ownership Detail
| Holder | Shares | % Outstanding |
|---|---|---|
| Anthony Gruber (CFO) | 0 | 0% |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 85% of votes cast, indicating broad support for the executive compensation program .
Investment Implications
- Alignment: CFO’s compensation is meaningfully linked to shareholder returns via long‑dated stock‑price PSUs through FY2027, with clawback and hedging/pledging prohibitions enhancing governance alignment .
- Retention/pressure: Minimal current share ownership and predominantly unearned PSUs suggest limited near‑term selling pressure; CoC mechanics fix PSU outcomes and convert to time‑based vesting, which can support retention in strategic events .
- Execution risk: Active remediation of material weaknesses in ICFR under CFO oversight remains a monitorable risk; successful remediation by FY2026 would be a positive governance catalyst .
- Performance outlook: Strong revenue momentum and improved operating metrics in Q1 FY2026 are supportive of incentive realization; however, prior-year margin compression and customer concentration heighten operational sensitivity to execution under the CFO’s stewardship .