Ryan Staats
About Ryan Staats
Ryan Staats is Chief Operating Officer of Dynatronics (age 46 as of the 2025 proxy), appointed May 9, 2025 after serving as VP, Operations & Supply Chain since November 2022; prior roles include Director of Supply Chain Operations at SeaSpine and leadership in distribution and field consignment at Integra LifeSciences. He holds a B.S. in Business Administration/Finance from the University of Akron . Company performance in FY2025: net sales fell 15.8% to $27.393M and net loss widened to $10.902M; cumulative TSR value (initial $100) was $2.70, reflecting severe equity value erosion and heightened going‑concern risk flagged by auditors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dynatronics | VP, Operations & Supply Chain | Nov 2022 – May 2025 | Led operations and supply chain; prepared for COO transition |
| Dynatronics | Chief Operating Officer | May 9, 2025 – Present | Executive leadership over operations, quality, regulatory, logistics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SeaSpine, Inc. | Director of Supply Chain Operations | Not disclosed | Led cost-savings projects; managed U.S./global 3PL logistics |
| Integra LifeSciences Holdings Corp. | Distribution and Field Consignment Leader | Not disclosed | Led spinal implant distribution center; managed field consignment inventory |
Fixed Compensation
| Item | Terms | Effective Dates | Notes |
|---|---|---|---|
| Base Salary | $175,000 per year under Employment Agreement | May 9, 2025 (agreement executed May 8) | Eligible for benefits; subject to clawback policy |
| Salary Reduction | Reduced to $150,000 per year | Effective March 24, 2025 (Reduction in Salary Agreement dated March 14, 2025) | Applies until further notice by Board/NGC Committee |
| Benefits/Perquisites | Participation in senior executive plans and fringe benefits at NGC Committee discretion | Ongoing | Subject to plan terms |
Multi‑year cash compensation (NEO disclosure):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $0 | $23,076 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| All Other Compensation ($) | $0 | $2,648 |
| Total Compensation ($) | $0 | $25,725 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company/individual performance goals (framework disclosed; specifics not disclosed) | Not disclosed | Not disclosed | FY2025: $0 bonus | $0 | N/A |
| Equity Awards (RSUs/PSUs) | Not disclosed for Staats | N/A | N/A | None granted FY2025 | $0 | N/A |
| Options | None outstanding | N/A | N/A | N/A | N/A | N/A |
Notes:
- The company’s philosophy uses performance goals to determine a significant portion of executive bonuses, but specific metrics/weights for Staats were not disclosed; equity awards are generally limited and “no expectation of future equity awards for our executives, beyond the CEO.”
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | No holdings listed; below 1% beneficial ownership (NEO table lists “N/A”/“–”, asterisk denotes <1%) |
| Vested vs. Unvested Shares | No RSUs/PSUs outstanding as of June 30, 2025 |
| Options | None; 0 exercisable/unexercisable for Staats |
| In‑the‑Money Value | N/A (no options) |
| Pledging/Hedging | Prohibited for executives; short sales/margin/derivatives also prohibited per insider trading policy |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Term | Disclosed Provision |
|---|---|
| Appointment/Start | Appointed COO May 9, 2025 |
| Employment Agreement | Executed May 8, 2025; $175,000 base; benefits; clawback compliance |
| Salary Reduction | Reduction to $150,000 effective March 24, 2025 per reduction agreement |
| Severance | Not disclosed for Staats (Baker severance/CIC terms disclosed separately) |
| Change‑of‑Control | Not disclosed for Staats (Baker has separate CIC agreement; 2.5x base salary) |
| Restrictive Covenants | Non‑solicitation, non‑competition, confidentiality; post‑termination covenants |
| Indemnification | Company indemnification agreement on same terms as other officers |
| Related Party | No Item 404(a) related‑party transactions; no family relationships |
Performance & Track Record
Company KPIs during Staats’s transition into COO:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Net Sales ($USD) | $32,534,000 | $27,393,000 |
| Net Income (Loss) ($USD) | ($2,698,000) | ($10,902,000) |
| Cumulative TSR Value ($ per $100 initial investment) | $8.69 | $2.70 |
Additional context:
- Auditors and management disclosed “substantial doubt” about ability to continue as a going concern due to recurring losses, negative cash flows, and reduced liquidity; strategic actions underway to improve liquidity and efficiency .
- Stock volatility and OTCQB trading: FY2025 quarterly price ranges ($0.29 high to $0.06 low), indicating constrained market access and liquidity typical of penny‑stock trading .
Compensation Committee Analysis
- Committee composition in FY2025: Nominating, Governance and Compensation Committee chaired by Erin S. Enright, with independent directors Scott Ward and Andrew Hulett; all members independent under NASDAQ rules .
- No compensation consultant engaged in FY2025; committee has authority to retain advisors but did not do so .
- Clawback policy adopted, compliant with SEC Rule 10D; excess incentive compensation must be recouped upon restatement .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote to approve NEO compensation proposed; Board recommends “FOR” .
- Advisory vote on frequency also proposed; Board recommends every three years to align with multi‑year equity evaluation .
Investment Implications
- Limited equity alignment: Staats held no equity awards or options and is listed with <1% beneficial ownership, reducing direct “skin‑in‑the‑game” alignment; however, company policy bans hedging/pledging, mitigating misalignment risks and reducing forced‑sale pressure .
- Cash‑heavy structure with salary reduced to $150,000 suggests cost discipline; absence of disclosed severance/CIC for Staats lowers change‑of‑control entitlements relative to CEO, potentially lowering “golden parachute” risk but also leaving retention incentives more dependent on operational improvements .
- Company performance headwinds (sales decline, widened losses, going‑concern disclosure, stock volatility) may constrain future bonus pools and equity issuance, keeping pay‑for‑performance tight; near‑term trading signals skew negative given TSR collapse and penny‑stock dynamics, while governance policies (clawback, hedging ban) are positive from a risk‑control standpoint .
Overall, Staats’s incentives are primarily fixed cash, with governance constraints on trading, and minimal equity exposure; retention and performance alignment will depend on operational KPIs and any future committee‑set bonus metrics, against a backdrop of company liquidity and going‑concern risks .