Robert Allen
About Robert W. Allen
Independent director of ReposiTrak, Inc. since October 2007; age 82 as of the 2025 proxy. Former CEO and senior operator with decades in the dairy industry; designated Audit Committee financial expert under SOX 407. Education not disclosed in recent proxies. Joined the Board in October 2007; biography notes CEO roles at Tuscan Lehigh Dairies (1994–1998) and executive leadership at Borden, Inc.; previously chaired Kid Peace International, a large non-profit agency assisting children in crisis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tuscan Lehigh Dairies | Chief Executive Officer | Jul 1994–Dec 1998 | Repositioned brand and market strategy |
| Borden, Inc. | Executive Vice President | Sep 1991–Apr 1994 | Led turnaround of largest division |
| Southern Belle Dairy | Chief Executive Officer | Not disclosed | Led repositioning and branding (earlier proxy biography) |
| Kid Peace International | Chair (non-profit) | Not disclosed | Governance and leadership of $160M agency |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Kid Peace International | Chair (prior) | No | Non-profit; prior role |
| Other public company directorships | — | — | None disclosed in current proxy |
Board Governance
- Independence: Board determined Allen (and all non-CEO directors) are independent under NYSE standards .
- Financial Expert: Designated Audit Committee financial expert under SOX 407 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2025; Board met 4 times; Audit 4; Compensation 1; Nominating 1 .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member | No | Financial expert designation |
| Compensation | Member | Yes | Compensation Committee Chair |
| Nominating & Corporate Governance | Not a member | No | — |
Fixed Compensation
| Component | Value/Terms | FY Reference |
|---|---|---|
| Annual director retainer | $75,000; payable in cash or shares at Company discretion | FY2025 |
| Committee membership fees | Not disclosed | — |
| Committee chair fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
| One-time grant for newly appointed outside independent directors | $150,000 in restricted common stock; vests ratably over five years (applies to newly appointed directors) | Policy |
| Allen’s FY2025 director pay | Fees Earned or Paid in Cash: $75,000; Stock Awards: $0; Total: $75,000 | FY2025 |
Performance Compensation
- No performance-based metrics disclosed for director compensation (retainer only; equity grants apply to newly appointed directors without performance conditions) .
| Performance Metric | Target/Weight | Outcome | Notes |
|---|---|---|---|
| None disclosed for directors | — | — | Proxy provides no director performance metrics |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public company boards | None disclosed | — |
| Compensation Committee interlocks | None; no executive officers serve on the Compensation Committee for ReposiTrak or any other entity | |
| Shared directorships with competitors/suppliers/customers | Not disclosed | — |
Expertise & Qualifications
- Deep dairy industry operating expertise; prior CEO roles and turnarounds .
- Audit Committee financial expert; possesses requisite financial sophistication under SOX/SEC rules .
- Long-tenured independent director providing continuity and sector insight .
Equity Ownership
| Security | Amount | % of Class | Detail |
|---|---|---|---|
| Common stock | 789,908 | 5% | Includes 587,476 shares held in trust where Allen is trustee |
| Warrants exercisable (common) | 138,665 | — | Included in total stock and stock-based holdings |
| Total stock and stock-based holdings | 928,573 | 5% (common) | — |
| Series B Preferred | 39,704 | 12% | — |
| Pledging/Hedging | No pledges disclosed; Company policy prohibits hedging and requires pre-approval for pledges/margin accounts | ||
| Section 16 compliance | All required filings timely in FY2025 |
Recent Insider Transactions (Form 4)
Notes: Transaction type codes: A=Award/Grant; records show periodic equity awards (likely stock paid in lieu of cash retainer under plan discretion); price = $0 indicates non-cash grant. Post-transaction ownership figures reflect reported Form 4 positions. Data via insider-trades skill output [Read code].
Governance Assessment
- Strengths: Independent status, Audit Committee financial expert, Compensation Committee leadership, and consistent attendance. Long sector experience enhances board effectiveness in retail/grocery supply chain .
- Alignment: Material equity stake (5% of common; 12% of Series B Preferred) supports shareholder alignment; periodic equity awards maintain exposure (insider trades URLs above).
- Shareholder support: 2024 director election results show strong support (13,879,577 For; 406,819 Withheld) .
- Potential conflicts / RED FLAGS:
- Related-party preferred stock redemptions included purchases from a sitting director (Allen), aggregating redemptions of $2,999,980 in FY2025 and prior redemptions in FY2024; while policy requires disinterested review, transactions with insiders warrant scrutiny for fairness and timing .
- CEO-related service agreement (FMI) is a separate related-party exposure; as Compensation Chair, Allen’s oversight should be assessed for independence safeguards and use of external comp consultants (not disclosed) .
- Policies mitigating risk: Insider Trading Policy prohibits hedging and requires pre-approval for pledging/margin accounts; Board independence and committee composition satisfy NYSE/SOX requirements; Clawback adopted effective Dec 1, 2023 for officers (not directors) .
RED FLAGS
- Insider-related preferred stock redemptions involving a director (Allen) in FY2025/FY2024 .
- Absence of disclosed committee chair or meeting fees and lack of external comp consultant disclosure—monitor for governance best-practices gaps .