Chris Ludeman
About Chris Ludeman
Chris Ludeman (age 66) is an independent director of Sow Good Inc. (SOWG) and Chair of the Audit Committee since January 2021; he is designated an “audit committee financial expert” under SEC rules . He served as Global President of Capital Markets at CBRE from March 2011 to January 2025 and sat on CBRE’s Global Operating Committee and Americas Operations Management Board; he holds a B.A. from the University of California, Santa Barbara . The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE | Global President, Capital Markets | Mar 2011 – Jan 2025 | Member, Global Operating Committee; Americas Operations Management Board |
External Roles
- No other public company directorships disclosed in SOWG’s proxy biographies for Ludeman .
Board Governance
| Committee | Role | Independence/Expertise | Notes |
|---|---|---|---|
| Audit Committee | Chair | Independent; “audit committee financial expert” | Members: Edward Shensky, Lyle Berman, Chris Ludeman |
| Compensation Committee | Member | Independent | Chair: Lyle Berman; members: Lyle Berman, Chris Ludeman |
| Nominating & Corporate Governance | Not a member | Independent committee | Members: Lyle Berman (member), Joe Mueller (member), Edward Shensky (chair) |
| Board Attendance | Director attendance | All directors ≥75% of Board/committee meetings in FY2024 | All directors attended the 2024 annual meeting |
| Board Leadership | Governance context | No lead independent director; Executive Chair (Ira) is spouse of CEO (Claudia) | Independence reinforces the importance of Audit/Comp committees |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | $0 (non‑employee directors received no cash) | $0 (non‑employee directors received no cash) |
| Stock awards ($) | $42,628 | $56,244 (table) |
| Shares granted (units) | 7,046 shares on 6/1/2023 | 6,109 total shares: 1,267 + 759 (audit chair) on 1/10/2024; 4,083 on 2/9/2024 |
| Meeting fees ($) | $0 (not disclosed/none indicated) | $0 (not disclosed/none indicated) |
| Audit Chair equity increment | Included in 7,046 shares; value aggregated | 759 shares granted 1/10/2024 as audit chair increment |
Note: The 2025 proxy narrative sums Ludeman’s 2024 stock grant values to $56,224 while the compensation table reports $56,244; treat table total as authoritative .
Performance Compensation
| Performance Metric | Director Plan Disclosure | Status |
|---|---|---|
| Performance-based pay (directors) | Non-employee director compensation comprised equity grants for annual service and audit chair duties; no cash retainers disclosed | No director performance metrics disclosed |
Other Directorships & Interlocks
| Organization | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Ludeman in SOWG proxies |
Expertise & Qualifications
- Capital markets leadership and institutional investor experience; former Global President of Capital Markets at CBRE .
- Audit committee financial expert; deep financial statement literacy .
- Independent under Nasdaq rules .
- Bachelor of Arts, University of California, Santa Barbara .
Equity Ownership
| Metric | Apr 15, 2024 | Apr 15, 2025 |
|---|---|---|
| Beneficially owned shares | 154,097 | 175,602 |
| Ownership % of outstanding | 1.8% (of 8,761,809) | 1.5% (of 11,383,060) |
| Options exercisable within 60 days | 24,151 | 24,151 |
| Shares held JTWROS (spouse) | 97,058 | 97,058 |
| Hedging policy | Hedging/monetization transactions prohibited under Insider Trading Policy | Same |
| Clawback policy | Dodd-Frank/Nasdaq Rule 5608-compliant clawback adopted | Same |
Governance Assessment
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Strengths
- Independent director with audit committee chairmanship and “financial expert” designation; central to oversight of financial reporting, auditor independence, and related-party reviews .
- Equity-only director pay enhances alignment; 2024 stock awards totaled $56,244, with explicit audit chair equity increment; no cash retainers or meeting fees .
- Meaningful share ownership (175,602 shares; 1.5% of outstanding) and exercisable options support “skin in the game” .
-
Oversight of conflicts
- Related-party financings and 2025 convertible note exchange with insiders were approved unanimously by disinterested directors and disinterested audit committee members per policy—indicative of committee-level conflict management (Audit Committee reviews RPTs) .
-
RED FLAGS / Watch items
- Section 16(a) compliance: Ludeman filed a corrective Form 5 on Feb 9, 2024 for 2023 holdings; minor timeliness/control issue to monitor .
- Board structure: No lead independent director; Executive Chair is spouse of the CEO—heightens the importance of strong independent committee leadership and executive sessions .
- Capital structure actions: Frequent equity/warrant transactions and reverse split proposal reflect listing/price maintenance dynamics; ensure robust audit oversight of dilution and insider participation .
-
Engagement
- Attendance: All directors met ≥75% attendance in FY2024 and attended the 2024 annual meeting, indicating engagement .
Overall, Ludeman’s independent status, audit chair role, and equity-based compensation align him with shareholder interests and provide a counterbalance to potential conflicts arising from insider financings and the Chair/CEO spousal relationship, though continued monitoring of Section 16 timeliness and board independence leadership is warranted .