Ryan J. Selhorn
AYTU BIOPHARMAAbout Ryan J. Selhorn
Ryan J. Selhorn, 44, is Chief Financial Officer, Corporate Secretary and Treasurer at Aytu BioPharma (appointed November 11, 2024), after serving in progressively senior finance roles at Aytu since 2020; he holds a B.S./B.A. in Accounting and Finance from Georgetown University and is a Certified Public Accountant (inactive) . Under his finance leadership, Aytu maintained pay-for-performance structures and delivered multi-quarter positive adjusted EBITDA with recent net income, while instituting cost and portfolio optimization; the company reported its seventh consecutive quarter of positive adjusted EBITDA and second consecutive quarter of net income in Q2 FY2025 . Company performance context (fiscal years end June 30):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $73.799m | $65.183m | $66.382m |
| EBITDA ($USD) | $2.493m* | $7.290m* | $7.914m* |
| Total Shareholder Return (Value of $100) | $11.59 | $21.16 | $15.80 |
| Net Loss ($USD mm) | $(17.1) | $(15.8) | $(13.6) |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aytu BioPharma | EVP, Finance & Business Optimization | 2022–2024 | Drove cost and operational optimization ahead of CFO appointment . |
| Aytu BioPharma | SVP/VP, Finance & Operations (Consumer Health) | 2020–2022 | Led finance for Consumer segment; integrated Innovus post-acquisition . |
| Innovus Pharmaceuticals (acquired by Aytu Feb 2020) | VP & CFO | 2018–2020 | Public-company CFO; prepared Innovus for integration into Aytu . |
| Signature Analytics | CFO & Chief Accounting Officer | 2013–2018 | Fractional CFO platform; also acted as CFO of MediciNova (public biotech) . |
| Grant Thornton LLP | Senior Manager, Transaction Advisory Services | 2003–2013 | Led transaction advisory and public accounting engagements . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MediciNova, Inc. | Chief Financial Officer (via Signature Analytics) | 2013–2018 | Public-company finance leadership within fractional CFO model . |
| Signature Analytics | CFO/CAO | 2013–2018 | Built scalable finance/accounting infrastructure for clients . |
| Grant Thornton LLP | Senior Manager, TAS | 2003–2013 | M&A diligence and accounting advisory for corporates . |
Fixed Compensation
| Component | Detail | FY 2025 |
|---|---|---|
| Base salary (actual paid) | Cash salary received | $379,796 |
| Base salary (per contract) | Amended & Restated Agreement (effective Nov 11, 2024) | $400,000 |
| Target bonus | % of base salary | 40% |
| Annual bonus paid | Non‑equity incentive plan compensation | $128,000 (25% taken as stock) |
| Stock in lieu of cash bonus | Fully vested restricted shares | 16,243 shares for $32,000 of bonus |
| Stock awards (grant-date fair value) | Equity compensation recognized in SCT | $24,780 |
| Option awards (grant-date fair value) | Equity compensation recognized in SCT | $6,070 |
Performance Compensation
- Annual Bonus Plan and FY2025 payout
- Corporate objectives included portfolio commercialization (ADHD, Pediatric), financial liquidity, operational cost improvements (consumer divestiture, plant closure), and compliance/HR goals .
- Compensation Committee assessed FY2025 corporate outcome at 75% of eligible bonus; Selhorn elected to receive 25% of his bonus in common stock .
| Incentive | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Portfolio, liquidity, ops/cost, compliance objectives | Not disclosed | Not disclosed | Company achievement 75% | 75% of target | Cash; 25% elected in stock |
| Restricted Stock (on appointment) | 14,000 RS | — | Service-based | Service-based | — | 1/3 on 1st anniversary; remainder quarterly over next 2 years |
| Restricted Stock (annual grant Oct-2025) | 17,500 RS | — | Service-based | Service-based | — | 1/3 on 1st anniversary; remainder quarterly thereafter |
| Stock Options | Time-based vesting (typ. 3 years) | — | Service-based | Service-based | — | Company equity typically vests over 3 years |
- Anti-hedging/pledging: Section 16 officers are prohibited from hedging, margining, or pledging company stock; all Section 16 officers are in compliance .
- Clawback: Company adopted a Dodd‑Frank/Nasdaq‑compliant clawback policy effective December 1, 2023 for erroneously awarded incentive-based compensation upon an accounting restatement; recovery not conditioned on fault, with limited impracticability exceptions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Oct 13, 2025) | 61,207 shares; comprises (i) 22,863 common, (ii) 26,880 unvested RS, and (iii) 11,464 shares underlying vested options; <1% of outstanding . |
| Outstanding RS (6/30/2025) | 14,000 unvested restricted shares (from 11/11/2024 grant) . |
| October 2025 RS grant | 17,500 restricted shares with three-year vesting (1/3 at first anniversary, quarterly thereafter) . |
| Option holdings (6/30/2025) | 5,148 ex / 643 unex at $4.00 exp 10/1/2032; 3,046 ex / 1,954 unex at $1.73 exp 8/11/2033; 0 ex / 5,000 unex at $1.84 exp 11/6/2034 . |
| Share pledging | Prohibited by policy; Section 16 officers compliant (no pledging) . |
| Ownership guidelines | Not disclosed. |
Potential selling pressure and vesting calendar:
- 14,000 RS (Nov 2024 grant): one-third scheduled to vest on first anniversary; remaining tranches vest quarterly over ensuing two years, creating periodic liquidity windows thereafter .
- 17,500 RS (Oct 2025 grant): one-third vests at first anniversary (Oct 2026), with quarterly vesting through year three .
Employment Terms
| Term | Detail |
|---|---|
| Effective agreement | Amended & Restated Employment Agreement dated Nov 11, 2024 . |
| Base salary | $400,000 . |
| Target bonus | 40% of base salary . |
| Initial equity | 14,000 restricted shares, service-based vesting . |
| Severance (termination without cause or resignation for good reason) | Cash severance equal to base salary; pro‑rated incentive compensation; up to 12 months of company-paid COBRA; immediate vesting of all stock-based awards . |
| Change-in-control (double-trigger within 12 months) | One-times base salary plus target annual bonus; up to 12 months COBRA; accelerated vesting of all equity awards . |
| Non-compete / non-solicit | Not disclosed in proxy summary. |
Performance & Track Record
- Operating and financial execution:
- Q2 FY2025: Net income of $0.8 million; adjusted EBITDA $1.3 million; cash $20.4 million at 12/31/2024; CEO cited “seventh consecutive quarter” of positive adjusted EBITDA and second consecutive net income quarter as optimization efforts continued .
- Company performance metrics (fiscal years end June 30):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $73.799m | $65.183m | $66.382m |
| EBITDA ($USD) | $2.493m* | $7.290m* | $7.914m* |
| TSR (Value of $100) | $11.59 | $21.16 | $15.80 |
| Net Loss ($USD mm) | $(17.1) | $(15.8) | $(13.6) |
| *Values retrieved from S&P Global. |
Compensation Committee Analysis
- Governance and process: Compensation Committee (independent; chaired by Vivian Liu) oversees executive pay and engaged Alvarez & Marsal Taxand, LLC (A&M) for benchmarking . Pay elements emphasize performance-based cash and equity with larger at-risk portions for NEOs .
- Peer group for benchmarking: Aquestive, Assertio, Avadel, Cumberland, Esperion, Eton, G1 Therapeutics, Heron, Iterum, Journey Medical, Karyopharm, OptiNose, SCYNEXIS, VYNE, Zevra .
- FY2025 payout decision: Corporate objectives produced a 75% of target bonus payout, indicating partial achievement; select NEOs (including Selhorn) elected to receive a portion in stock .
- Clawback/anti-hedging: Robust protections in place (Dodd‑Frank compliant clawback; hedging/margin/pledging bans) .
Related Party Transactions and Governance
- Family relationship: Jarrett T. Disbrow (Chief Business Officer) is the brother of CEO Joshua R. Disbrow; disclosed and compensated per standard arrangements .
- Business divestiture: Consumer Health business divested July 31, 2024 to a private company affiliated with former VP of Consumer Health; Aytu to receive up to $0.5 million of royalties and certain cost recovery on future sales .
- Legal proceedings: No legal proceedings involving directors or executive officers requiring disclosure in the last 10 years .
Investment Implications
- Alignment and retention: Compensation is balanced with salary/bonus plus multi-year, service-vesting equity (14k RS at appointment; 17.5k RS annual) and options, fostering retention but creating predictable quarterly vesting-related liquidity windows; anti-pledging and a clawback policy reduce alignment risk .
- Incentive quality: Annual bonus linked to concrete operational/financial objectives and paid at 75% for FY2025, suggesting measured committee discretion; double-trigger CIC terms (1x salary + target bonus for CFO) are moderate vs small-cap norms and avoid single-trigger acceleration risks .
- Ownership: Beneficial ownership is <1% with a mix of common, unvested RS, and vested options, indicating meaningful but not controlling skin-in-the-game; no pledging is permitted, lowering governance red flags .
- Execution track: Continued adjusted EBITDA positivity and recent net income alongside portfolio optimization underscore improving operating discipline; revenue stabilized in FY2025 with stronger EBITDA versus FY2023, which supports pay-for-performance narrative under Selhorn’s finance stewardship .