Ryan Dunlap
About Ryan M. Dunlap
Ryan M. Dunlap (age 55) has served on CYDY’s board since August 24, 2022. He is CFO of Gurobi Optimization and a licensed CPA, with prior finance and operations leadership roles across biotechnology and public accounting; the Board designated him an “audit committee financial expert.” His core credentials include financial reporting and compliance, risk management, strategic planning, and operational efficiency, with 28+ years of experience and a B.S. in Accounting from the University of Oregon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MolecularMD (now ICON Specialty Labs) | CFO; later COO | CFO beginning Jan 2016; COO beginning Dec 2017 | Built finance/operations capabilities in growth-equity-backed diagnostics |
| Galena Biopharma, Inc. | CFO | Not disclosed | Public biotech CFO experience |
| PwC; KPMG; Moss Adams | Assurance/advisory roles | 11 years (aggregate) | Business assurance and advisory for software/tech/life sciences clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gurobi Optimization | Chief Financial Officer | Since Oct 2019 | Provider of mathematical optimization solver |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee Member; not on Compensation Committee .
- Independence: Board affirmed Dunlap is independent under Nasdaq Rules .
- Attendance: FY2025 Board held 12 meetings; each director attended at least 75% of Board and committee meetings; Nominating & Governance held 3 meetings; Audit held 4 meetings .
- Annual Meeting engagement: All then-current directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component ($USD) | FY 2024 | FY 2025 |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | $40,000 |
| Audit Committee Chair fee | $20,000 | $20,000 |
| Nominating & Governance Committee Member fee | $5,000 | $5,000 |
| Total Cash Fees (reported) | $65,000 | $65,000 |
Performance Compensation
| Equity Award Terms | FY 2024 | FY 2025 |
|---|---|---|
| Annual non-qualified stock option grant (shares) | 800,000 (10-year term; vests in 12 equal monthly installments during fiscal year) | 800,000 (10-year term; vests in 12 equal monthly installments during fiscal year) |
| Grant date fair value ($) | $136,800 | $91,200 |
| Exercise price | Closing sale price on grant date (exact price not disclosed) | Closing sale price on grant date (exact price not disclosed) |
| Reported Director Option Award Value (total) | $136,800 | $91,200 |
No RSUs/PSUs or performance metrics are disclosed for director compensation; director equity is time-vested stock options .
Other Directorships & Interlocks
| Company | Role | Public company? | Committees/Notes |
|---|---|---|---|
| None disclosed in CYDY proxy | — | — | The proxy biography does not list other public company directorships for Mr. Dunlap . |
Expertise & Qualifications
- Licensed CPA; designated “audit committee financial expert” by the Board .
- 28+ years of finance/operations leadership; strategy, investor relations, reporting/compliance, and risk management .
- Sector experience: biotechnology, diagnostics, software/technology; prior tenure at PwC/KPMG/Moss Adams .
- Education: B.S. in Accounting, University of Oregon .
Equity Ownership
| Ownership Detail | As of Sep 15, 2025 |
|---|---|
| Beneficial ownership (shares) | 1,785,334 (represents shares subject to stock options) |
| Percent of class | <1% (based on 1,257,158,425 shares outstanding) |
| Outstanding stock option awards (May 31, 2025) | 1,785,334 shares underlying options |
| Anti-hedging | Company policy prohibits hedging (e.g., collars, forward contracts) by directors |
No director stock ownership guidelines, pledging policy, or exercisable vs. unexercisable breakdown are disclosed in the proxy .
Governance Assessment
- Board effectiveness: As Audit Chair and an “audit committee financial expert,” Dunlap strengthens financial oversight; Audit met four times in FY2025; Nom/Gov met three times, and overall attendance thresholds were met, supporting governance discipline .
- Independence and conflicts: Independence affirmed; no Dunlap-specific related-party transactions disclosed; Audit Committee pre-approves related-party transactions, with policy posted and oversight described—mitigating conflict risk .
- Compensation alignment: Cash fees reflect role-based responsibilities; equity is entirely time-vested options (800,000 annually), which can emphasize share price sensitivity; absence of RSUs/PSUs or performance metrics for directors reduces explicit pay-for-performance features .
- Ownership signal: Beneficial ownership via options (<1% of shares outstanding) shows some skin-in-the-game but limited absolute stake given share count; anti-hedging policy enhances alignment, though no pledging disclosure is provided .
- RED FLAGS and watch items:
- Heavy reliance on option grants for director pay without disclosed performance conditions (watch for risk-taking incentives) .
- No disclosed director ownership guidelines or pledging policy (gap vs. best practices) .
- Ensure continued strong attendance and active committee engagement; current disclosures meet thresholds but lack per-director attendance detail .
Compensation Committee Analysis (context)
- Composition excludes Dunlap; Simes (Chair), Urbach, Brunke—all independent; Board reviewed affiliations and compensation sources to confirm independence; Aon/Radford serves as independent consultant for director compensation benchmarking .