Barfresh Amends 10-K, Reveals Executive Pay Hikes for 2024

TL;DR

**BRFH's delayed executive compensation disclosure, especially the massive CFO pay jump, is a red flag for investors; dig deeper before buying.**

AI Summary

BARFRESH FOOD GROUP INC. (BRFH) filed a 10-K/A on December 19, 2025, to include Part III information (Items 10-14) that was omitted from its original 2024 Annual Report on Form 10-K filed on March 27, 2025. This amendment provides crucial details on Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees. The filing reveals that CEO Riccardo Delle Coste's total compensation increased from $467,000 in 2023 to $569,000 in 2024, driven by a higher bonus of $146,000 in 2024 compared to $61,000 in 2023. CFO Lisa Roger saw a significant compensation jump from $296,000 in 2023 to $704,000 in 2024, largely due to $84,000 in stock awards and $292,000 in option awards in 2024. The company's board consists of seven members, with five deemed independent, including Joseph Cugine, Steven Lang, Alexander Ware, Isabelle Ortiz-Cochet, and Justin Borus. The aggregate market value of non-affiliate common equity was $28,770,790 as of June 30, 2024, with 15,810,080 shares outstanding as of March 24, 2025. The amendment also includes new Section 302 Sarbanes-Oxley Act certifications.

Why It Matters

This 10-K/A filing is critical for investors as it finally provides transparency into BARFRESH FOOD GROUP INC.'s governance and executive compensation, information previously missing from the original 10-K. The substantial increase in executive compensation, particularly for CFO Lisa Roger with a 138% rise to $704,000 in 2024, warrants investor scrutiny, especially without accompanying financial performance data in this amendment. Understanding the board's composition and independence, with five out of six directors being independent, is vital for assessing corporate oversight. This belated disclosure could raise questions about the company's internal controls and timely reporting, potentially impacting investor confidence and competitive positioning in the food and beverage sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the delayed filing of critical Part III information, which includes executive compensation and corporate governance details. The company explicitly states the definitive proxy statement was not filed within the 120-day window, necessitating this 10-K/A. This delay, while corrected, suggests potential weaknesses in internal reporting processes or compliance, as indicated by the need for new Section 302 certifications.

Analyst Insight

Investors should scrutinize the executive compensation details, particularly the significant increase for CFO Lisa Roger to $704,000 in 2024, and compare it against the company's actual financial performance for 2024 once the full financial statements are available. Evaluate the implications of the delayed Part III filing on the company's governance and compliance practices before making investment decisions.

Executive Compensation

Key Numbers

• $569,000 — Riccardo Delle Coste's Total Compensation (2024) (Increased from $467,000 in 2023)
• $704,000 — Lisa Roger's Total Compensation (2024) (Increased from $296,000 in 2023, a 138% rise)
• $146,000 — Riccardo Delle Coste's Bonus (2024) (Increased from $61,000 in 2023)
• $84,000 — Lisa Roger's Stock Awards (2024) (New component of compensation in 2024)
• $292,000 — Lisa Roger's Option Awards (2024) (New component of compensation in 2024)
• $28,770,790 — Aggregate Market Value of Non-Affiliate Common Equity (As of June 30, 2024)
• 15,810,080 — Outstanding Shares of Common Stock (As of March 24, 2025)
• 5 — Independent Directors (Out of six total directors)

Key Players & Entities

• BARFRESH FOOD GROUP INC. (company) — registrant
• Riccardo Delle Coste (person) — President, Chief Executive Officer and Chairman
• Lisa Roger (person) — Chief Financial Officer
• Steven Lang (person) — Director
• Joseph M. Cugine (person) — Director
• Alexander H. Ware (person) — Director
• Isabelle Ortiz-Cochet (person) — Director
• Justin Borus (person) — Director
• SEC (regulator) — Securities and Exchange Commission
• Unibel (company) — investor with board appointment rights

FAQ

Industry Context

BARFRESH FOOD GROUP INC. operates in the food and beverage sector, likely focusing on fresh food solutions and potentially smoothie-related products given the CEO's background. The industry is characterized by evolving consumer preferences towards health and convenience, alongside intense competition from established players and emerging brands. Supply chain management, food safety regulations, and efficient distribution are critical success factors.

Regulatory Implications

The filing of a 10-K/A highlights potential initial oversights in the original filing process, which could be scrutinized by regulators. The inclusion of new Sarbanes-Oxley Act Section 302 certifications underscores the company's commitment to compliance and accurate financial reporting moving forward.

What Investors Should Do

1. Review the detailed executive compensation breakdown in Part III to understand the drivers of compensation increases for key executives, particularly the CFO, and assess alignment with company performance.
2. Evaluate the composition of the Board of Directors, noting the majority of independent directors (5 out of 7), as an indicator of corporate governance practices.
3. Examine the aggregate market value of non-affiliate common equity ($28,770,790 as of June 30, 2024) in conjunction with the number of outstanding shares (15,810,080 as of March 24, 2025) to assess current market capitalization and potential dilution.
4. Note the inclusion of new stock and option awards for the CFO, which could signal future equity-based incentives and potential dilution.

Key Dates

• 2025-03-27: Original Form 10-K filed — This was the initial annual report filing for the fiscal year 2024.
• 2025-12-19: Form 10-K/A filed — This amendment was filed to include Part III information (Items 10-14) that was omitted from the original filing.

Glossary

10-K/A

An amended U.S. Securities and Exchange Commission (SEC) filing that corrects or supplements information previously filed in a Form 10-K. (This filing is an amendment to BARFRESH FOOD GROUP INC.'s annual report, providing previously omitted Part III information.)

Part III

Part III of a Form 10-K typically includes information on directors, executive officers, corporate governance, executive compensation, security ownership, and principal accountant fees. (This amendment specifically adds the details for Part III, which were missing from the original 10-K.)

Sarbanes-Oxley Act (SOX) Section 302

Requires the principal officers of the company (usually the CEO and CFO) to certify the accuracy of financial reports and the effectiveness of internal controls. (The amendment includes new SOX Section 302 certifications, indicating a focus on financial reporting integrity.)

Independent Directors

Board members who do not have a material relationship with the company other than their service as a director. (The company has 5 independent directors out of a total of 7 board members, suggesting a commitment to good corporate governance.)

Year-Over-Year Comparison

This 10-K/A filing supplements the original 2024 10-K by adding Part III information. Key metrics such as revenue, net income, and margins are not detailed in the provided excerpt of the amendment. However, the compensation of key executives has significantly increased, with the CFO's total compensation more than doubling, driven by substantial stock and option awards, which were not present in the prior year's compensation structure. The number of independent directors remains consistent with governance standards.

Key Financial Figures

• $0.000001 — nge on which registered Common Stock, $0.000001 par value BRFH Nasdaq Capital Mark
• $1 — ssued 4/29/24 with an exercise price of $1.57, which vests in equal increments on
• $350,000 — agreement, he receives a base salary of $350,000, subject to adjustment as approved by t
• $275,000 — mployment provided for a base salary of $275,000, subject to adjustment as approved by t

Filing Documents

• form10-ka.htm (10-K/A) — 196KB
• ex31-1.htm (EX-31.1) — 5KB
• ex31-2.htm (EX-31.2) — 5KB
• 0001493152-25-028578.txt ( ) — 431KB
• brfh-20241231.xsd (EX-101.SCH) — 3KB
• brfh-20241231_lab.xml (EX-101.LAB) — 35KB
• brfh-20241231_pre.xml (EX-101.PRE) — 23KB
• form10-ka_htm.xml (XML) — 8KB

Executive Compensation

Executive Compensation 6 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 9 Item 13. Certain Relationships and Related Transactions, and Director Independence 10 Item 14. Principal Accountant Fees and Services 11 PART IV Item 15. Exhibits and Financial Statement Schedules 12 2 PART III Item 10. Directors, Executive Officers and Corporate Governance. Board of Directors and Executive Officers The following table sets forth the names, positions and ages of our current directors and executive officers. Each director is elected at our annual meeting of stockholders and holds office for one year, or until his or her successor is elected and qualified. Officers are elected by our Board of Directors and their terms of office are at the discretion of our Board. Name Age Position Riccardo Delle Coste 47 President, Chief Executive Officer and Chairman Lisa Roger 60 Chief Financial Officer Steven Lang 73 Director Joseph M. Cugine 65 Director Alexander H. Ware 63 Director Isabelle Ortiz-Cochet 64 Director Justin Borus 49 Director Riccardo Delle Coste has been the Chairman of our board of directors, President and Chief Executive Officer since January 10, 2012. He has also been the President and Chief Executive Officer of Barfresh Inc., a Nevada corporation and our wholly owned subsidiary ("Barfresh NV"), since its inception. Mr. Delle Coste developed a unique system using controlled pre-packaged portions to deliver a freshly made smoothie that is quick, cost efficient, healthy and with no waste. In building the business, he is responsible for securing new business and maintaining key client relationships. He is also responsible for the development of new product from testing to full-scale production, establishment of the manufacturing facilities that have all necessary accreditations, technology development, product improvement and research and development with new product launches. Mr

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View this 10-K/A filing on SEC EDGAR