Core Insights - Lifeway Foods, Inc. is facing significant governance concerns highlighted by Institutional Shareholder Services (ISS), particularly regarding the company's board practices and composition [1][2] Governance Issues - ISS criticized Lifeway's governance engagement, noting that discussions were led by the Chief of Staff, who is also the spouse of the CEO, rather than by the CEO or any board member [2][6] - The Chief of Staff's role lacks transparency and raises questions about potential conflicts of interest, as he has no formal employment agreement despite receiving significant pay increases [6] Board Composition and Accountability - The absence of board members during governance discussions indicates a lack of accountability and oversight, which is essential for effective corporate governance [2][3] - The combination of CEO and chair roles without strong justification has been reversed only through a Cooperation Agreement, suggesting previous governance lapses [6] Shareholder Engagement - Edward Smolyansky, the largest individual shareholder, has urged shareholders to review ISS's findings and assess whether Lifeway's governance structure provides credible oversight [3] - Smolyansky has announced his intention to nominate himself and another individual for election to the board at the upcoming Annual Meeting, indicating a push for change in governance [5]
Edward Smolyansky Responds to ISS Board Recommendation