Jeff Rubin
About Jeff Rubin
Jeff Rubin was appointed as an independent director of Sow Good Inc. effective August 1, 2025, with an indemnification agreement and “customary non-employee director compensation” consistent with the company’s director plan . He brings 35 years in confectionery, founding IT’SUGAR (CEO through July 2023) and co-founding Dylan’s Candy Bar and FAO Schweetz; he is a Candy Hall of Fame inductee (2018) and was Professional Candy Buyer of the Year (1996). Rubin holds a B.A. in Economics from the University of Michigan and an MBA from the University of Miami .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IT’SUGAR | Founder & CEO | 2006 – Jul 2023 | Built leading confectionery retail chain; Candy Hall of Fame recognition |
| Dylan’s Candy Bar | Co-founder | Not disclosed | Helped create iconic candy retail concept |
| FAO Schweetz | Co-founder | Not disclosed | Co-founded candy venture within FAO Schwarz |
| Sow Good Inc. | Advisory Board Member | Prior to Aug 2025 | Prior advisory work supporting Sow Good’s growth |
External Roles
- No current public company directorships disclosed beyond Sow Good Inc. .
Board Governance
- Appointment and status: Appointed to the Board on Aug 1, 2025; no family relationships with SOWG directors or officers; no related-party transactions under Item 404(a) disclosed at appointment .
- Committee assignments: Not disclosed as of appointment (will receive customary non-employee director compensation and participate in standard plans/policies) .
- Indemnification: Entered into standard director indemnification agreement .
- Governance policies: Company prohibits hedging transactions by directors in its Insider Trading Policy .
Fixed Compensation
| Component | Structure | Grant Date | Amount/Value |
|---|---|---|---|
| Annual equity retainer (stock grant) | Common stock issued for annual director services | Aug 1, 2025 | 64,614 shares; fair value $57,471 (expensed on issuance) |
| Cash fees | Not disclosed for Rubin; Company indicates “customary non-employee director compensation” | — | — |
| Historical director mix (context) | Non-employee directors were paid only in stock awards in FY2024 | Jan–Feb 2024 | Typical individual annual awards were ~$50,000 in stock; no cash fees |
Performance Compensation
| Metric | Tied to Director Pay? | Notes |
|---|---|---|
| Revenue growth | No | Director compensation disclosed as equity retainer; no performance metrics for directors |
| EBITDA/TSR/ESG goals | No | No performance-linked director compensation disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| IT’SUGAR | Former CEO | Confectionery supplier/customer landscape | Prior leadership role; not disclosed as a current interlock with SOWG counterparties |
| Dylan’s Candy Bar | Co-founder | Confectionery peer | No SOWG-related transactions disclosed |
| FAO Schweetz | Co-founder | Confectionery/retail | No SOWG-related transactions disclosed |
Expertise & Qualifications
- Confectionery domain expertise with 35 years’ leadership; founder/operator background and industry awards .
- Prior advisory board work with Sow Good enhances sector fit and on-boarding speed .
- Formal training in economics and business (B.A., MBA) supports strategic, financial oversight .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (Common Stock) | 122,085 shares (Direct) | Aug 28, 2025 | Initial Form 3 filed; Director status indicated |
| Ownership % of outstanding | 1.0% | Aug 12, 2025 | Per S-1/A beneficial ownership table |
| Director stock grant | 64,614 shares | Aug 1, 2025 | Issued for annual services; fair value $57,471; expensed at grant |
| Pledging/Hedging | Prohibited to hedge; no pledging disclosed | Policy in effect | Insider Trading Policy bans hedging; no pledging disclosures found |
Governance Assessment
- Positive signals: Highly relevant industry expertise (founder/operator of major confectionery brands) with prior Sow Good advisory involvement; no related-party transactions or family relationships disclosed at appointment .
- Alignment: Stock-only director compensation historically and share-based 2025 retainer ($57,471) align director interests with shareholders .
- Oversight capacity: Formal business education and sector leadership indicate potential strength in product strategy, brand, and retail channels .
- Watch items: Committee assignments/meeting attendance not yet disclosed for 2025; monitor future proxies/10-Ks for committee placement (Audit/Comp/Nominating) and attendance .
- Red flags: None identified; company explicitly notes no Item 404(a) related-party transactions for Rubin; hedging is prohibited, supporting alignment .
Insider Trades
| Date | Form | Transaction/Holding | Shares/Value | Notes |
|---|---|---|---|---|
| Aug 28, 2025 | Form 3 | Initial statement; Director; Common stock direct | 122,085 shares | Address and relationship disclosed; no derivatives listed |
| Aug 1, 2025 | — (10-Q disclosure) | Director stock grant for annual services | 64,614 shares; $57,471 FV | Expensed upon issuance; annual director compensation |
No Form 4 transactions were identified in the reviewed filings; continue monitoring Section 16 reports for updates .
Related-Party Transactions and Conflicts
- The Company disclosed no transactions in which Rubin has a direct or indirect material interest under Item 404(a) at appointment; no family relationships with management or directors .
- Private placement and note/warrant transactions disclosed in 2023–2025 involve other insiders but not Rubin; continue to review future filings for any updates .
Director Compensation Structure (Context for Benchmarking)
- Non-employee directors historically received equity-only annual grants (e.g., ~$50,000 in stock awards for FY2024; Audit Chair received incremental stock) .
- 2025 filings show share grants to non-employee directors and advisory directors in February, followed by Rubin’s August grant post-appointment .
Attendance & Engagement
- FY2024 board/committee attendance (pre-Rubin) met >75% threshold for all directors; the company encourages AGM attendance. Rubin joined after FY2024; his attendance metrics will be evaluated in future proxies .
Compensation Committee Analysis (Company-Level)
- Compensation Committee composed of Lyle Berman (Chair) and Chris Ludeman; independent per Nasdaq and Exchange Act rules; no executive cross-memberships disclosed .
- Use of independent consultants permitted; as a smaller reporting company, Compensation Committee report is exempt .
Say-on-Pay & Shareholder Feedback (Company-Level)
- Advisory votes conducted per proxy; board recommends approval; not directly applicable to director compensation but relevant to governance context .
Risk Indicators & Policies (Company-Level)
- Hedging prohibited for directors and insiders via Insider Trading Policy .
- Clawback policy adopted per SEC/Nasdaq (applies to executives, not directors) .
- Auditor oversight and independence asserted by Audit Committee .