Joshua R. Disbrow
AYTU BIOPHARMAAbout Joshua R. Disbrow
Joshua R. Disbrow is AYTU’s Chief Executive Officer and a director; age 50 as of October 24, 2025, employed since April 16, 2015 and on the board since January 2016, with an MBA from Wake Forest and a BS in Management from North Carolina State University, and 28 years of pharma/diagnostics/medical device commercial leadership experience including Arbor Pharmaceuticals, Ampio, Cyberonics, and LipoScience . Under his tenure, AYTU’s recent three-year performance shows revenues of $73.8m in FY2023, $65.2m in FY2024, and $66.4m in FY2025; EBITDA rose from $2.5m to $7.9m, while net loss narrowed from $17.1m to $13.6m—TSR-based value of a $100 investment measured by SEC “pay vs performance” disclosure was $11.59 (FY2023), $21.16 (FY2024), and $15.80 (FY2025) ; Revenues cited below; EBITDA and certain net income values marked with an asterisk are from S&P Global. AYTU did not use TSR or net loss directly in its compensation program, instead relying on annual corporate objectives and equity awards updated with A&M guidance .
Company performance (FY, USD)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 73,799,000 * | 65,183,000 * | 66,382,000 * |
| EBITDA ($) | 2,493,000* | 7,290,000* | 7,914,000* |
| Net Income ($) | -17,051,000 * | -15,844,000* | -13,562,000* |
Values retrieved from S&P Global. Items with an asterisk lack document citations and are sourced from S&P Global.
Pay vs Performance metrics (SEC CAP table)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 investment based on TSR ($) | 11.59 | 21.16 | 15.80 |
| Net Loss (USD millions) | (17.1) | (15.8) | (13.6) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Luoxis Diagnostics, Inc. | Chief Executive Officer | Jan 2013 – Apr 2015 | Led diagnostics company pre-merger; preceded formation of AYTU |
| Ampio Pharmaceuticals, Inc. | Chief Operating Officer (jointly) | Dec 2012 – Apr 2015 | Senior operating role at public biotech |
| Arbor Pharmaceuticals, LLC | Vice President, Commercial Operations | May 2007 – Oct 2012 | Built nationwide commercial org; grew net revenue to >$250m by 2012 |
| Cyberonics, Inc. | Sales management | Jun 2005 – Apr 2007 | CNS-focused medical device commercial leadership |
| LipoScience Inc. | Director of Marketing | Prior to 2005 | In vitro diagnostics commercial leadership |
External Roles
No external public-company board roles for Joshua R. Disbrow are disclosed in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Option Awards FV ($) |
|---|---|---|---|---|
| FY2024 | 590,000 | Not disclosed | 283,200 | 55,017 |
| FY2025 | 590,000 | Not disclosed | 247,800 | 46,128 |
Notes:
- For FY2025, Disbrow elected to receive 25% of his annual bonus as fully vested restricted stock (31,446 shares, in lieu of $62,000 cash) .
Performance Compensation
Annual Bonus outcomes (plan is discretionary; payout tied to corporate objectives)
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| FY2024 | Corporate objectives: commercialization (ADHD & pediatric portfolios), liquidity, operational/cost improvements (Consumer Health wind-down, Grand Prairie closure), compliance/HR goals | Discretionary | Achieve objectives | Committee determined “achieving certain strategic goals” | 80% of eligible bonus potential |
| FY2025 | Corporate objectives: commercialization (ADHD & pediatric portfolios), liquidity, operational/cost improvements (Consumer Health wind-down, Grand Prairie closure), compliance/HR goals | Discretionary | Achieve objectives | Committee determined “achieving certain strategic goals” | 75% of eligible bonus potential; 25% of CEO bonus paid as stock (31,446 shares; $62k) |
Equity awards and vesting
| Grant | Type | Grant detail | Vesting schedule |
|---|---|---|---|
| Nov 2024 annual awards | Stock options | 38,000 options to CEO; strike $1.84; expire 11/6/2034 | 1/3 on first anniversary, remainder vest monthly over 2 years |
| Oct 2025 annual awards | Restricted stock | 22,500 shares to CEO | 1/3 on first anniversary; remaining shares vest quarterly over 2 years |
Equity Ownership & Alignment
Beneficial ownership (as of Oct 13, 2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Joshua R. Disbrow | 248,487 | 2.4% of 10,188,208 shares |
Breakdown: 182,437 common, 24,766 unvested restricted shares, and 41,284 vested options; 116 shares held by an irrevocable trust are not beneficially owned by Disbrow per Rule 16a-8(b) .
Outstanding equity awards (CEO) at FY2025 year-end
| Security | Status | Strike | Expiration | Unvested RS shares | Market value basis |
|---|---|---|---|---|---|
| Options | 500 exercisable | $290.00 | 6/8/2030 | — | — |
| Options | 21,321 exercisable; 13,679 unexercisable | $1.73 | 8/11/2033 | — | — |
| Options | 38,000 unexercisable | $1.84 | 11/6/2034 | — | — |
| Restricted stock | Unvested | — | — | 2; 37; 2,227 | Valued at $2.18 closing price on 6/30/2025 (market value $4,855 for 2,227) |
Alignment policies:
- Anti-hedging and pledging: Section 16 reporting persons are prohibited from hedging, margin accounts, or pledging AYTU stock; all are in compliance .
- Equity awards generally vest over 3 years, which the company states encourages retention and long-term focus .
Employment Terms
| Provision | CEO terms |
|---|---|
| Agreement | Amended and restated Disbrow employment agreement dated Feb 13, 2023; superseded initial 2015 agreement |
| Term | One-year employment terms with auto-renewal |
| Severance (without Cause / Good Reason) | Lump sum equal to 2.5x base salary; continued health/welfare benefits for up to 2 years; pro‑rata amount of target bonus |
| Change-in-Control (double-trigger, within 12 months) | Immediate vesting of all stock options/stock-based awards; health/welfare benefits up to 24 months; payment equal to 2.5x base salary; pro‑rata target bonus |
| “Cause” / “Good Reason” | Cause and Good Reason definitions as specified, including willful malfeasance/misconduct and material reduction in responsibilities/location change beyond Denver-area threshold |
| Clawback | Company adopted Dodd-Frank/Nasdaq compliant clawback policy effective Dec 1, 2023, covering excess incentive-based compensation over a 3‑year recovery period in the event of accounting restatements; recovery not conditioned on fault |
Board Governance
- Board service: Director since January 2016; not independent under Nasdaq rules (brother Jarrett T. Disbrow is Chief Business Officer) .
- Role separation: Independent Chairman of the Board (John A. Donofrio, Jr.) since November 2024, mitigating CEO/Chair dual-role concerns .
- Committees: Audit (Donofrio Chair), Compensation (Liu Chair), Nominating & Governance (Dockery Chair); CEO is not listed as a member of these committees .
- Director compensation (non-employee directors): Annual cash retainer $80k for chair/lead independent, $50k for other directors; committee chair/member fees; initial 6,500 restricted shares/RSUs and annual 10,000 restricted shares/RSUs .
Related Party Transactions and Controls
- Family relationship: Jarrett T. Disbrow (CBO) is Joshua R. Disbrow’s brother; Jarrett received $386,250 base and $154,500 bonus/stock in FY2025 (total $540,750); related-party transactions are reviewed under the Audit Committee charter and code of ethics .
- Consumer Health divestiture: July 31, 2024, AYTU divested consumer health business to a private company affiliated with the former VP of Consumer Health; transaction includes royalty and inventory cost recovery .
Compensation Peer Group and Process
- Peer group (15 companies) selected with A&M guidance, focusing on specialty pharma peers of comparable size and stage, including Aquestive, Assertio, Avadel, Cumberland, Esperion, Eton, G1 Therapeutics, Heron, Iterum, Journey Medical, Karyopharm, OptiNose, SCYNEXIS, VYNE, Zevra .
- Process: Compensation Committee engages A&M and considers peer compensation, surveys, and market factors; significant portion of executive pay delivered via equity to align with stockholders .
Say-on-Pay & Shareholder Feedback
- Advisory vote on executive compensation included on the 2026 annual meeting agenda (non-binding); the Board recommends voting FOR .
Expertise & Qualifications
- Education: MBA (Wake Forest University School of Business); BS in Management (North Carolina State University) .
- Industry experience: 28 years across pharma, diagnostics, and medical devices in sales, marketing, commercial operations, strategy, and corporate finance/business development; led Arbor’s commercial scale-up and revenue growth .
Investment Implications
- Pay-for-performance alignment: Annual bonuses are discretionary and tied to multi-dimensional corporate objectives; FY2025 paid at 75% of eligible, with the CEO taking 25% in stock—supporting alignment and liquidity management in a small-cap context .
- Retention risk and selling pressure: Three-year vesting structures for options (Nov 2024 grants) and restricted stock (Oct 2025 grants) stagger realizable value; anti-hedging/pledging and Section 16 compliance reduce near-term selling pressure signals .
- Severance/CIC economics: 2.5x base salary with double-trigger CIC acceleration and extended benefits can create meaningful costs in a change-of-control scenario but are within small-cap specialty pharma norms; auto-renewal terms add continuity .
- Execution track record: Revenues softened from FY2023 to FY2024 with slight recovery in FY2025, while EBITDA improved and net loss narrowed; TSR outcomes remain challenged, underscoring execution risk and need for sustained commercial momentum in ADHD/pediatric portfolios * * * .
- Governance quality: Independent chair and fully independent key committees balance CEO-board influence; family relationship oversight is disclosed and monitored under the Audit Committee charter and ethics policies .
Values retrieved from S&P Global. Items with an asterisk lack document citations and are sourced from S&P Global.