Jarrett T. Disbrow
AYTU BIOPHARMAAbout Jarrett T. Disbrow
Jarrett T. Disbrow, age 50, is Chief Business Officer of Aytu BioPharma and has served in this role since November 2022; he previously held multiple senior leadership roles at Aytu, including Executive VP Corporate Operations, Corporate Development, Marketing & Market Access, and COO/Head of Commercial, and served as President, Consumer Health until July 2024. He holds a B.S. in Business Management from North Carolina State University and an M.S. in Organizational Leadership from the University of Colorado Boulder, and is the brother of CEO Joshua R. Disbrow, a related-party relationship disclosed by the company . Company performance context during his tenure: FY2025 net revenue rose 2% to $66.4 million and adjusted EBITDA was $9.2 million, with FY2024 net revenue at $65.2 million and adjusted EBITDA $10.8 million ; the SEC “pay-versus-performance” TSR index for Aytu showed values of $11.59 (FY2023), $21.16 (FY2024), and $15.80 (FY2025) on an initial $100 basis, while net losses were $17.1 million, $15.8 million, and $13.6 million respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aytu BioPharma | Chief Business Officer | Nov 2022–present | Senior executive responsible for business initiatives; previously led Consumer Health until July 2024 . |
| Aytu BioPharma | Executive roles (EVP Corporate Operations; EVP Corporate Development; EVP Marketing & Market Access; COO/Head of Commercial; COO) | Not disclosed (pre‑Nov 2022) | Built commercialization and corporate functions across multiple mandates . |
| Vyrix Pharmaceuticals, Inc. | President & CEO | Pre‑Apr 2015 | Led specialty pharma focused on male sexual dysfunction prior to co‑founding Aytu . |
| Arbor Pharmaceuticals, Inc. | Founder | Not disclosed | Founded privately held specialty pharma focused initially on pediatrics . |
| Accentia Biopharmaceuticals, Inc. | Commercial roles | Not disclosed | Commercial leadership roles at a publicly held biopharmaceutical company . |
| GlaxoSmithKline | Commercial roles | Not disclosed | Various commercial roles at multinational pharmaceutical company . |
External Roles
- No current public-company board roles disclosed for Jarrett T. Disbrow in the company’s proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $386,250 | $386,250 |
| Stock Awards Fair Value ($) | $0 | $0 |
| Option Awards Fair Value ($) | $11,003 | $8,497 |
| Non-Equity Incentive Plan Compensation ($) | $144,844 | $154,500 |
| Total Compensation ($) | $542,097 | $549,247 |
Performance Compensation
Annual Bonus Framework and FY2025 Outcome
| Component | Metric | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Corporate Objectives | Commercialization & financial goals (ADHD, Pediatric), liquidity, operational cost improvements (Consumer Health wind-down; Grand Prairie closure), compliance & HR | Not disclosed | Committee determined 75% payout of eligible bonus; Jarrett elected 25% of his bonus in common stock | Bonus paid: $154,500; 19,606 fully vested restricted shares issued in lieu of $38.6k cash (25%) . |
Equity Awards and Vesting
| Award Type | Grant Date | Shares | Vesting Schedule | Fair Value |
|---|---|---|---|---|
| Restricted Stock | Oct 2025 | 12,500 | 3-year vest; 1/3 on first anniversary; remaining vests quarterly thereafter, subject to continued service | Not disclosed |
| Outstanding Options (summary) | As of Jun 30, 2025 | See Ownership table below | Company policy: equity typically vests over 3 years; specific option tranches outstanding detailed in FY2025 equity awards table | See FY2025 equity awards table |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Direct/Common Shares | 47,354 | Beneficial ownership as of Oct 13, 2025. |
| Unvested Restricted Shares | 14,214 | RSUs/restricted stock not yet vested. |
| Vested Options (exercisable within 60 days) | 9,016 | Options counted for beneficial ownership per SEC rules. |
| Total Beneficial Ownership (shares) | 70,584 | Less than 1% of outstanding shares (10,188,208 SO) . |
| Anti-Hedging/Pledging | Prohibited for Section 16 Reporting Persons; all are in compliance | Policy also prohibits holding in margin accounts. |
Additional option detail at FY2025 year-end (grant-specific): exercisable/unexercisable counts and strikes include 4.00 (7,291/912), 1.73 (4,264/2,736), and 1.84 (0/7,000), with unvested stock awards of 2, 25, and 1,687 shares and corresponding market values using $2.18 share price at 6/30/2025 .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Benefits | Notes |
|---|---|---|---|---|
| Termination without Cause or for Good Reason | 2.0x base salary (lump sum) | Immediate vesting for number of awards equal to 1/24 × months of employment; pro‑rated target bonus | Company health and welfare plan participation up to 24 months | Definitions of “Cause” and “Good Reason” set forth; policy tightened in Mar 2023 amendment . |
| Change in Control (double trigger: termination within 12 months of CIC) | 2.0x base salary (lump sum) | Immediate vesting of all stock options, restricted stock, and other stock-based grants | Health and welfare plan participation up to 24 months | CIC definition includes ≥50% voting power transfer, sale of substantially all assets, or acquisition/merger not retaining majority voting power . |
| Clawback Policy | N/A | Recovery of excess incentive-based compensation upon restatement; three-year recovery period; consistent with SEC Rule 10D-1 and Nasdaq standards | N/A | Effective Dec 1, 2023; broad recoupment methods; limited impracticability exceptions . |
Related Party Transactions and Governance Context
- Family relationship: Jarrett is the brother of CEO Joshua R. Disbrow; his FY2025 salary was $386,250 and bonus $154,500 (with stock elected in lieu of cash), with benefits consistent with peers; Consumer Health business divested July 31, 2024 to an entity affiliated with a former VP per definitive agreement .
- Compensation oversight: Compensation Committee (Chair Vivian Liu) uses Alvarez & Marsal Taxand to benchmark peer compensation; peer group includes 15 specialty pharma names; committee held one meeting in FY2025 .
Investment Implications
- Alignment: Jarrett’s pay is predominantly cash and annual incentive; he elected to take 25% of his FY2025 bonus in stock and received a new 12,500-share RS grant with multi-year vesting, improving retention and alignment while beneficial ownership remains below 1%—moderate skin-in-the-game for a C-suite executive .
- Retention and change-of-control: Double-trigger CIC protections with 2.0x salary and full acceleration, and robust severance terms for non-CIC terminations (2.0x salary and partial acceleration) lower voluntary departure risk but elevate potential payout risk in strategic transactions; anti-hedging/pledging mitigates alignment conflicts .
- Performance linkage: FY2025 bonus funding at 75% based on commercialization, liquidity, and operational goals suggests operational execution was the primary driver; adjusted EBITDA dipped YoY while revenue grew modestly, and TSR declined in FY2025, indicating mixed shareholder outcomes—watch how EXXUA launch metrics flow into future incentive design and payouts .
- Governance risk: The sibling relationship to the CEO is a standing related-party sensitivity, but disclosures and committee independence are established; monitor say-on-pay results and any future changes to equity award structures or acceleration terms for red flags .