Lyle Berman
About Lyle Berman
Lyle Berman, age 83, has served as an independent director of Sow Good Inc. since October 2020, and currently chairs the Compensation Committee. He holds a Business Administration degree from the University of Minnesota and brings extensive CEO/chair experience from multiple public companies, with board independence affirmed by Nasdaq standards. He is the father of former director Bradley Berman (who left the board as of December 31, 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lakes Entertainment Inc. | Chairman & Chief Executive Officer | 1999–2015 | Led public company; senior operating and governance experience |
| Rainforest Café, Inc. | Chief Executive Officer | 1993–2000 | Consumer/retail leadership; operational scaling |
| Grand Casinos, Inc. | Chairman of the Board | 1991–1998 | Public company oversight; gaming industry expansion |
External Roles
| Organization | Role | Current/Former | Notes |
|---|---|---|---|
| Lakes Entertainment Inc. | Chairman & CEO | Former | Public company leadership; no current directorships disclosed |
| Rainforest Café, Inc. | CEO | Former | No current directorships disclosed |
| Grand Casinos, Inc. | Chairman | Former | No current directorships disclosed |
Board Governance
- Independence: The board determined Berman is independent under Nasdaq listing rules .
- Committee assignments:
- Compensation Committee: Chair; members Lyle Berman, Chris Ludeman .
- Audit Committee: Member; committee chaired by Chris Ludeman; other members Edward Shensky, Lyle Berman .
- Nominating & Corporate Governance Committee: Member; chaired by Edward Shensky; members Lyle Berman, Joe Mueller .
- Board leadership: No lead independent director; Chair is Ira Goldfarb; CEO is Claudia Goldfarb .
- Attendance: In FY 2024, board met 6 times; all directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Related-party governance: Material related-party transactions are reviewed by the Audit Committee and disinterested directors per policy .
Fixed Compensation
| Year | Cash Retainer | Meeting Fees | Committee Chair Fees | Equity Grants (Detail) | Total |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | Not disclosed for Compensation Chair | Jan 10: 1,267 shares, fair value $10,389; Feb 9: 4,083 shares, fair value $39,611; total stock awards $50,000 | $50,000 |
| 2023 | $0 | $0 | Not applicable | June 1: 4,404 shares, fair value $26,644 | $26,644 |
Notes:
- Non-employee directors received equity (stock) only; no cash in 2024 and 2023 .
- Audit Committee chair (Chris Ludeman) received additional shares; no incremental fee disclosed for Compensation Committee chair .
Performance Compensation
- None disclosed for directors: No non-equity incentives or option awards reported for Berman in 2024 director compensation .
Other Directorships & Interlocks
| Relationship/Entity | Nature | Detail | Potential Conflict Note |
|---|---|---|---|
| Bradley Berman (son) | Family tie | Bradley was a director; left board as of Dec 31, 2024 | Family relationship reduced, but historical interlock noted |
| Prior public company roles | External boards/executive roles | Lakes Entertainment, Rainforest Café, Grand Casinos | Historical only; no current interlocks disclosed |
Expertise & Qualifications
- CEO/Chair experience across multiple public companies; capital markets familiarity; corporate governance exposure .
- Audit Committee member able to read/understand financial statements (board-level determination) .
Equity Ownership
| Holder | Form of Ownership | Amount | Breakdown | % Outstanding |
|---|---|---|---|---|
| Lyle Berman | Beneficial ownership | 1,264,559 shares | Includes 25,484 options exercisable within 60 days; 26,250 warrants exercisable within 60 days; 686,446 shares via Lyle A. Berman Revocable Trust; 6,749 shares via Berman Consulting Corp; excludes 124,742 shares in children’s trusts | 11.1% |
Pledging/Hedging:
- Hedging policy: Company prohibits hedging and monetization transactions by directors, officers, employees .
- No pledging disclosures specific to Berman were provided; no hedging transactions disclosed .
Insider Filings / Trades
| Filing | Date | Context |
|---|---|---|
| Form 5 (delinquent) | Feb 1, 2024 | Correction to 2023 beneficial ownership reported for Lyle Berman |
Related Party Transactions (Potential Conflicts)
- Promissory Note Exchange (April 28, 2025): Berman, Claudia Goldfarb, and Ira Goldfarb exchanged outstanding notes for senior convertible notes totaling ~$2.8M (principal + accrued interest); convertible at ~$0.62–$0.63 per share; senior secured on all Company assets; redeemable; unanimously approved by disinterested directors and audit committee under policy .
- Multiple historical financings included notes/warrants with officers/directors (aggregate descriptions); specific participants named for certain offerings, but 2025 exchange explicitly includes Lyle Berman .
Governance Assessment
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Strengths:
- Independent director with deep public-company leadership; chairs Compensation Committee and serves on Audit and Nominating committees, enhancing board effectiveness .
- Strong attendance; board reports at least 75% meeting participation and annual meeting attendance, indicating engagement .
- Equity-only director compensation aligns incentives with shareholders; meaningful personal stake (11.1%) indicates “skin in the game” .
-
Risks / Red Flags:
- Related-party senior secured convertible notes create potential conflicts (pricing, seniority, conversion terms); while approved by disinterested directors, ongoing monitoring of transactions with insiders is warranted .
- Section 16 Form 5 delinquency suggests administrative controls around insider reporting need vigilance (minor but notable compliance signal) .
- No lead independent director; board leadership concentrated with Executive Chairman (spouse of CEO), which may dilute independent board counterbalance; Berman’s role as Compensation Chair is important under this structure .
- Family ties (father of former director) historically present; although Bradley Berman left the board at YE 2024, residual related trusts and prior financings merit continued oversight .
-
Compensation Committee Process:
- Company states independence of Compensation Committee members and authority to retain consultants; as a smaller reporting company, formal CD&A/reporting scaled; benchmarking not yet adopted, which can increase pay calibration risk as the company scales .
-
Shareholder Policies:
- Clawback policy compliant with SEC/Nasdaq rules; hedging prohibited, supporting alignment and risk control .
Overall: Berman’s independent status, extensive leadership experience, and active committee roles are positives for board effectiveness; however, insider financing (secured convertibles) and the absence of a lead independent director elevate governance risk, requiring robust Audit/Compensation Committee oversight and transparent disclosure to sustain investor confidence .