Claudia Goldfarb
About Claudia Goldfarb
Claudia Goldfarb, 50, is CEO (since Oct 2020) and a director of Sow Good Inc. She also served as interim CFO from April 2022–Nov 2023 and Mar–Apr 2024; her background is in product development and operations at Prairie Dog Pet Products and PGT Holdings; she attended St. Mary’s University (Accounting) . Under her tenure, Sow Good’s FY2024 revenue roughly doubled versus FY2023, while EBITDA turned negative; total shareholder return (TSR) fell sharply in 2024 and net losses widened modestly.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $16,070,924* | $31,992,511* |
| EBITDA ($) | $637,549* | $(729,351)* |
| Value of $100 Investment (TSR) | $402.00 | $90.67 |
| Net Loss ($) | $(3,060,433) | $(3,702,216) |
- TSR and net loss from Pay vs Performance disclosure .
- Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Prairie Dog Pet Products, LLC | President & COO | 2010–2020 | Led operations/product development in CPG manufacturing |
| PGT Holdings | COO | 2010–2012 | Operating leadership during build-out phase |
External Roles
No additional public company directorships or external board roles were disclosed in the proxy biographies for Claudia Goldfarb .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 146,250 | 575,000 (per amended agreement 12/15/2023) |
| Target Bonus (% of Salary) | Up to 100% (effective 2024) tied to revenue and EBITDA targets | Up to 100% tied to revenue and EBITDA targets |
Notes:
- The amended CEO employment agreement dated Dec 15, 2023 sets base salary at $575,000 and establishes a discretionary annual cash bonus opportunity up to 100% of salary based on revenue and EBITDA targets .
Performance Compensation
- Annual bonus metrics: Revenue and Adjusted EBITDA (targets not publicly disclosed) .
- Actual bonus paid: $125,000 for 2023 and $125,000 for 2024 (non‑equity incentive compensation) .
| Metric | Weighting | Target | Actual (FY) | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Not disclosed | $125,000 (2023) | Annual cash |
| Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | $125,000 (2024) | Annual cash |
Notes:
- Company states it evaluates bonuses using revenue growth, Adjusted EBITDA growth, and stock price .
Equity incentives (options):
| Grant date | Type | Shares | Strike | Vesting | Expiration | Grant-date fair value |
|---|---|---|---|---|---|---|
| 12/15/2023 | Option | 450,000 | $9.75 | 5 equal annual installments (first vest 12/15/2024) | 12/14/2033 | $3,670,200 (Black-Scholes) |
| 12/15/2023 | Option | 450,000 | $40.00 | Price‑based: full vest after 20 consecutive trading days with close > $40 | 12/14/2033 | $2,626,386 (Monte Carlo) |
| 10/1/2020 | Option | 50,000 | $5.25 | 60% at yr 3, 20% yr 4, 20% yr 5 | 10/1/2030 | — |
| 12/27/2020 | Option | 16,500 | $4.00 | 60% at yr 3, 20% yr 4, 20% yr 5 | 12/27/2030 | — |
| 1/4/2021 | Option | 75,000 | $3.70 | Annual over 3 years | 10/1/2030 | — |
Status at 12/31/2024 (CEO options): 90,000 exercisable and 360,000 unexercisable at $9.75; 450,000 unexercisable at $40.00; plus earlier grants partly/fully vested as shown .
Insider selling pressure context:
- On April 24, 2025, SOWG closed at $0.65; all of the CEO’s disclosed option strikes ($3.70–$40) were above market and out‑of‑the‑money at that date, indicating limited near‑term exercise/selling pressure from options at then‑prevailing prices .
Equity Ownership & Alignment
| Holder | Beneficial ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Claudia Goldfarb (4/15/2025) | 2,545,953 | 22.4% | Includes 1,620,973 via S‑FDF, LLC (joint with spouse), 461,517 JTWROS with spouse, and 218,200 options exercisable within 60 days |
| Claudia Goldfarb (4/15/2024) | 2,271,863 | 25.9% | Includes 114,900 options exercisable within 60 days |
| All directors & officers (7 persons, 2025) | 5,707,632 | 50.1% | Group total |
- Hedging/Pledging: Hedging and monetization transactions are prohibited by the Company’s Insider Trading Policy; no specific pledging disclosure was provided .
- Clawback: Nasdaq Rule 5608‑compliant recoupment policy covering incentive compensation in the event of accounting restatement .
- Ownership guidelines: Not disclosed in the proxy statements reviewed.
Employment Terms
- CEO Amended Employment Agreement date: Dec 15, 2023 (amends Oct 1, 2020 agreement) .
- Base salary: $575,000, with discretionary annual cash bonus up to 100% salary tied to revenue and EBITDA targets .
- Severance/Change‑of‑Control: Individual CEO severance multiples not disclosed. Company equity plans allow, upon a change of control, potential acceleration, assumption/substitution, or cash‑out of awards at acquirer’s discretion .
- Non‑compete/Non‑solicit/Garden leave: Not disclosed for CEO in the proxies reviewed.
Board Governance
- Role: Director since 2020; CEO (management director) .
- Committee roles: None disclosed for CEO (committees comprised of independent directors) .
- Independence/dual-role implications: Her spouse, Ira Goldfarb, serves as Executive Chairman and Chairman of the Board; the Board has no lead independent director—elevated independence risk given dual‑insider leadership structure .
- Board/committee activity and attendance (2024): Board met 6x; Audit 5x; Compensation 4x; Nominating & Governance 3x; all directors ≥75% attendance .
- Section 16(a): CEO filed a corrective Form 5 on Feb 9, 2024 (ownership correction) .
Director Compensation (context)
Non‑employee directors received equity retainers (no cash fees). Illustrative 2024 awards: $50,000 stock value per director (Audit Chair higher) . CEO’s director role is not separately compensated beyond executive pay (standard practice).
Related Party Transactions (selected, governance considerations)
- Multiple insider‑participated private placements in 2023–2024; officers/directors (including CEO and Executive Chairman) purchased shares alongside outside investors .
- Warrant exercise transaction (Apr 15, 2024) reduced debt by ~$5.30m via note/warrant amendments, issuing ~2.19m shares .
- Promissory note exchange (Apr 28, 2025): CEO, Executive Chairman, and a director exchanged ~$2.8m (incl. accrued interest) of notes into senior secured convertible notes due 2030, convertible around $0.62–$0.63; approved by disinterested directors/Audit Committee per policy .
Compensation Structure Analysis
- Cash vs equity mix: 2023 featured large option grants; 2024 cash compensation rose due to new salaries, with limited new equity grants reported for CEO .
- Performance linkage: Bonuses reference revenue and Adjusted EBITDA, but specific targets/weightings were not disclosed (limits pay‑for‑performance transparency) .
- Option design: A meaningful tranche vests on a stock‑price trigger ($40), signaling stretch alignment but distant from the April 2025 price ($0.65) .
- Clawback and hedging policies strengthen governance alignment .
- Benchmarking/peer group: Company has not adopted formal compensation benchmarking or a peer group .
Performance & Track Record
- Pay versus Performance: CEO “Compensation Actually Paid” was negative in 2024 due to equity fair‑value declines; TSR dropped from $402 (2023) to $90.67 (2024) per $100 invested; net loss widened to $(3.70)m in 2024 from $(3.06)m in 2023 .
- Management depth/changes: CFO transitions in 2023–2024; former CFO resigned March 4, 2024; interim CFO appointed with new option grants .
Risk Indicators & Red Flags
- Low share price and reverse stock split proposal (1‑for‑3) to support Nasdaq bid price; April 24, 2025 close was $0.65 .
- Related‑party financing and conversions (potential dilution risk) balanced by insider capital support and disinterested board approvals .
- No disclosed pledging policy; hedging prohibited; clawback in place .
Investment Implications
- High insider ownership: CEO beneficial ownership at 22.4% and combined insider group at 50.1% indicate strong control and alignment; however, the dual‑insider leadership (CEO and spouse as Chair) and absence of a lead independent director elevate governance risk .
- Selling pressure: CEO options are largely out‑of‑the‑money relative to recent prices, reducing near‑term exercise pressure; price‑based vesting (at $40) is far from current levels, making realized equity value highly sensitive to a turnaround in stock price .
- Pay‑for‑performance: Bonus metrics (revenue, Adjusted EBITDA) are appropriate for growth execution, but lack of disclosed targets/weightings reduces transparency; 2024 non‑equity bonus paid despite negative TSR and wider net loss, suggesting discretion is used and should be monitored .
- Financing/dilution: Insider‑backed capital and convertible note exchanges support liquidity, but low conversion prices ($0.62–$0.63) point to potential dilution; approvals by disinterested directors mitigate (not eliminate) conflict risk .
- Tactical watch items: Reverse split timing, insider trading windows and any 10b5‑1 plans, CFO bench stability, and any future disclosure of CEO severance/change‑of‑control economics for retention risk assessment .
Values with asterisks retrieved from S&P Global.