Independent
Tenure on this board
0.5 yrs
7 nominees · 3 ballot items.
Elect seven directors to the Board; ratify Grant Thornton LLP as independent auditor for fiscal year 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect seven (7) nominees (Kirk Chartier, Juan Carlos (JC) Dalto, Rachel Drori, Andee Harris, Susie Hultquist, Dorri McWhorter, and Julie Smolyansky) to serve on Lifeway’s Board until the 2027 Annual Meeting (or until successors are elected and qualified).
Ratify the Audit and Corporate Governance Committee’s appointment of Grant Thornton LLP as Lifeway’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation of Lifeway’s named executive officers as disclosed in the proxy. Management seeks this advisory approval as part of routine corporate governance and shareholder engagement practices and to solicit shareholder feedback on pay practices. The filing documents historical context: the prior say-on-pay support fell from 58.5% in 2024 to 53.3% in 2025, prompting enhanced shareholder engagement by the Compensation Committee and management. The Company describes substantial changes and constraints affecting compensation, most notably the Cooperation Agreement with Danone which limits the Company’s ability to grant equity to the CEO and certain family-affiliated employees unless Danone consents; as a result, the Board has sometimes settled the CEO’s awards in cash to preserve total target pay. The Compensation Committee also reconstituted its membership to include a majority of New Independent Board Members, enabling broader use of equity for management (other than the CEO and certain affiliates) consistent with market practices. Lifeway explains its pay design: a mix of base salary, short-term cash incentives tied to Adjusted EBITDA and Net Revenue, and long-term incentives composed of PSUs (measured on 3‑year cumulative revenue and cumulative Adjusted EBITDA) and RSUs, with performance thresholds and a defined vesting schedule. Management emphasizes that recent strong company performance (e.g., actual 2025 Adjusted EBITDA and Net Revenue above targets, leading to maximum payouts) supports the reasonableness of pay outcomes. The Board recommends voting FOR the proposal while noting the vote is advisory and that the Compensation Committee will consider shareholder feedback in future compensation decisions. This summary should be evaluated in context of Lifeway’s ownership concentration (major insiders and Danone control large blocks) and contractual constraints that materially affect how and to whom equity can be granted, which are central to the governance tradeoffs underlying pay decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Divisadero Street Capital Management, LP | 9.2% | 1,408,768 | $27M |
| 2 | Cresset Asset Management, LLC | 3.3% | 508,232 | $10M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.4% | 368,671 | $7M |
| 4 | TUDOR INVESTMENT CORP ET AL | 1.7% | 266,398 | $5M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 262,061 | $5M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 215,453 | $4M |
| 7 | GAMCO INVESTORS, INC. ET AL | 1.4% | 214,650 | $4M |
| 8 | BlackRock, Inc. | 1.2% | 181,341 | $4M |
| 9 | Slotnik Capital, LLC | 1.0% | 157,473 | $3M |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.8% | 119,629 | $2M |
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