Ryan Stump
About Ryan Stump
Ryan Stump (age 37) is Chief Operating Officer (COO) of Charlie’s Holdings (CHUC) and a director, appointed to the board and COO role on April 26, 2019; he has served as COO since 2014. He holds B.S. and B.A. degrees in Sports Marketing and Marketing from Duquesne University and previously worked at ConMed (2010–2013). He is also currently a director of Principio, Inc. . Company performance context during his tenure includes a 47.7% revenue decline in 2024 to $8.494M and a higher net loss of $4.159M (vs. $16.250M revenue and $2.093M net loss in 2023). In the company’s Pay vs. Performance disclosure, the value of an initial fixed $100 investment based on TSR was $38.86 (2022), $106.21 (2023), and $49.82 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Charlie’s Holdings / Charlie’s Chalk Dust | Chief Operating Officer | 2014–present | Leads global operations; experience operating high-growth businesses cited by the board as valuable to managing anticipated growth . |
| Charlie’s Holdings (Public Co.) | Director | 2019–present (appointed Apr 26, 2019) | Executive-director role providing operating insight; board cites entrepreneurial experience as valuable . |
| ConMed Corporation | Associate Territory Manager; Territory Manager | 2010–2013 | Medical device sales experience; commercial foundation . |
| The Ohio House | Co‑founder/Executive | Since 2011 | Entrepreneurial track record; company notes continued engagement . |
| Buckeye Recovery Network | Co‑founder/Executive | Since 2017 | Entrepreneurial/operating experience . |
| The Chadwick House / The Mend California | Co‑founder/Executive | Since 2017 / 2018 | Additional operating roles; entrepreneurial breadth . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Principio, Inc. | Director | Current | Current public company/private board referenced by CHUC proxy . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $218,000 | $225,000 |
| Bonus ($) | $14,000 (tax-related per proxy narrative) | $0 |
| Stock Awards ($) | $79,000 | $0 |
| All Other Compensation ($) | $41,000 | $38,559 |
| Total ($) | $352,000 | $263,559 |
- Employment agreement base salary set at $300,000 (June 15, 2023), but he elected to reduce current compensation to $225,000 given company circumstances; anticipated reversion when financials permit .
- No annual cash bonuses were awarded to executives in 2023 or 2024; 2023 cash payments related to tax liabilities from RSAs .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Time-based RSAs (2023 grants) | N/A (time-based) | N/A | N/A | N/A | N/A | Vest in two equal annual installments, subject to continued service; all unvested RSAs accelerate on change in control . |
Outstanding equity at FY2024 year-end (Stump):
- Unvested RSAs: 1,200,000 shares; market value $33,720 at $0.0562 closing price on Dec 31, 2024 .
- Stock options: none .
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Total beneficial ownership (common) | 29,548,687 shares (11.4% of class) as of June 11, 2025 . |
| Vested vs. unvested detail | 1,200,000 unvested RSAs at 12/31/2024; market value $33,720 at $0.0562 on 12/31/2024 . |
Notes:
- Accelerated vesting on change in control applies to unvested equity .
- The proxy does not list stock options for Stump; options outstanding relate to another NEO .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/role | New employment agreement effective June 15, 2023; COO . |
| Term | Two years, renewable annually unless earlier terminated . |
| Base salary | $300,000 per agreement; currently reduced to $225,000 by executive election pending improved financials . |
| Severance (termination without cause / good reason resignation) | 12 months base salary and benefits . |
| Change-of-control | Immediate vesting of all unvested equity awards . |
| Auto-renewal | Yes (annual) . |
Board Governance (Director Service, Committees, Independence)
- Board service: Director since 2019; executive officer and director (non‑independent) .
- Committee roles: Audit Committee comprises Scot Cohen (Chair) and Jeff Fox; Stump is not listed on Audit. The board has no active Compensation or Nominating committees—duties are administered by the full board .
- Independence: 4 of 5 directors are independent (Cohen, Fox, Carmines, King); Stump is the sole non‑independent executive director .
- Board leadership: No chair; independent director sessions occur without management .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of meetings and committee sessions while serving .
- Director pay: Employee directors receive no additional compensation for board service; non‑employee director cash retainers were $60,000 annually (suspended beginning November 2024) .
Related Party Transactions (Governance Red Flags/Context)
- Corporate HQ Lease: Lease with Brandon Stump, Ryan Stump, and Keith Stump for Costa Mesa HQ; base rent $22,940/month; payments of $275,280 in 2024 and $275,280 in 2023; terms approved by independent directors with third‑party comps .
- Loans:
- Ryan Stump provided a $300,000 loan to CHUC on Aug 17, 2022 (10% interest) with multiple extensions; repaid approx. $308,000 on April 28, 2025 .
- July–Aug 2023 notes totaling $1.4M issued to multiple executives/stockholders including Ryan Stump; $400,000 outstanding at 12/31/2024; on April 28, 2025 Stump and the President each received ~ $75,000 interest and notes were modified to 10% with monthly payments and extended maturity to April 28, 2026 .
Performance & Track Record
Financial performance
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $16.250M | $8.494M |
| Net income (loss) | $(2.093)M | $(4.159)M |
Pay vs. Performance (company TSR index and net income from 2022–2024, as disclosed)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment based on TSR | $38.86 | $106.21 | $49.82 |
| Net (Loss) Income (thousands) | $(1,592) | $(2,093) | $(4,159) |
Execution notes and operating initiatives
- Strategic pivot to Metatine-based SBX zero‑nicotine disposables (introduced late 2024) intended to reduce FDA dependency; positive test‑market feedback and retail pilots underway .
- Extensive PMTA portfolio: >650 acceptance filings; >$6.5M invested since 2020 to position nicotine and synthetic nicotine products; company believes PMTAs have significant strategic and monetary value .
- Cost structure/actions: executive salary reductions (20–50%), headcount reductions, and broader cost‑cutting to right‑size the business and target profitability .
- Retention risk: Risk factors explicitly cite dependence on key personnel, particularly COO Ryan Stump, and lack of a formal succession plan .
Director Compensation (for Stump as a director)
- As an employee director, Stump receives no additional board compensation. Non‑employee directors received a $60,000 annual retainer (cash), suspended starting November 2024 .
Equity Award and Vesting Details (Stump)
| Award type | Grant date | Quantity | Status at 12/31/2024 | Vesting | Change‑in‑control |
|---|---|---|---|---|---|
| RSAs (2019 Omnibus Plan; 2023 grants) | 2023 | — | 1,200,000 unvested; market value $33,720 at $0.0562 close on 12/31/2024 | Time‑based: two equal annual tranches, continued service required | All restricted shares accelerate upon CoC . |
| Stock options | — | — | None outstanding | — | — |
Compensation Structure Analysis
- Mix shift: 2023 included meaningful RSAs ($79k grant date value), while 2024 had no equity awards and lower total compensation ($263.6k vs. $352.0k in 2023), reflecting a tighter cash/equity stance amid company right‑sizing .
- Guaranteed vs. at‑risk: No annual bonus plan payouts in 2023/2024; equity is time‑based RSAs (no performance metrics), which lowers performance sensitivity vs. PSUs but supports retention through service‑based vesting .
- Repricing/modification: No option repricing disclosed; Stump had no options outstanding .
- Ownership alignment: Significant insider ownership (11.4% of common) creates alignment; additional unvested RSAs exist; change‑in‑control provides full acceleration (potential overhang if transaction occurs) .
Employment Terms Detail
| Provision | Summary |
|---|---|
| Severance | 12 months base salary and benefits on termination without cause or for good reason . |
| Change-of-control | Full acceleration of unvested equity . |
| Contract mechanics | Two‑year term from 6/15/2023; auto‑renews annually . |
| Current pay election | Voluntary reduction to $225,000 amid financial constraints (agreement base $300,000) . |
Investment Implications
- Alignment and ownership: Stump’s 11.4% beneficial stake plus unvested RSAs support alignment but imply potential liquidity events around vesting and any change‑in‑control acceleration .
- Compensation quality: Absence of performance‑conditioned equity (no PSUs) and no disclosed annual cash bonus metrics reduces pay‑for‑performance linkage; compensation has trended down alongside cost actions (investors may view favorably in distress) .
- Retention and key‑man risk: Disclosed dependence on Stump (no succession plan) elevates retention/execution risk; severance is moderate at 1x salary+benefits .
- Governance/related parties: Office lease with Stump family and intercompany loans (later repaid/modified) merit monitoring for independence/terms, though approvals by independent directors were disclosed for the lease .
- Operating pivot and regulatory hedge: SBX zero‑nicotine strategy and substantial PMTA portfolio are central to execution; successful retail rollout or PMTA monetization could be catalysts, but revenue compression and going‑concern risk underscore execution risk and funding needs .