Dayton Judd
About Dayton Judd
Dayton Judd, 53, is FitLife Brands’ Chief Executive Officer (since February 18, 2018) and Chairman of the Board (director since June 2017). He is the founder and Managing Partner of Sudbury Capital Management; previously a Portfolio Manager at Q Investments (2007–2011) and a consultant at McKinsey & Company (1996–1998; 2000–2007). He holds BA and MAcc degrees from Brigham Young University and an MBA (Baker Scholar) from Harvard Business School; he is a CPA and currently serves on the boards of LifeVantage (LFVN) and Optex Systems (OPXS) . Under his tenure, FY2024 revenue grew 22% to $64.469 million and net income rose 70% to $8.984 million; EBITDA reached $13.227 million and adjusted EBITDA $14.125 million . The Pay-Versus-Performance table shows “compensation actually paid” to the PEO at $634,600 in 2024 with cumulative TSR value of a $100 investment rising to $204 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sudbury Capital Management | Founder & Managing Partner | Current | Microcap investing expertise; substantial ownership aligning governance focus |
| Q Investments | Portfolio Manager | 2007–2011 | Multi-billion hedge fund experience; capital markets acumen |
| McKinsey & Company | Consultant | 1996–1998; 2000–2007 | Strategy and operational improvement across industries |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LifeVantage (LFVN) | Director | Current | Consumer wellness sector insights; board governance |
| Optex Systems (OPXS) | Director | Current | Industrial/defense market perspective; board governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $372,000 | $398,000 |
| Annual Bonus ($) | $160,000 | $180,000 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $532,000 | $578,000 |
- Board-approved salary adjustments: increased from $364,000 to $390,000 effective August 28, 2023, and from $390,000 to $416,000 effective August 29, 2024 .
Performance Compensation
| Year | PEO Compensation Actually Paid ($) | Value of Initial $100 Investment (TSR) | Net Income ($) |
|---|---|---|---|
| 2022 | $411,022 | $100 | $4,429,000 |
| 2023 | $637,120 | $119 | $5,296,000 |
| 2024 | $634,600 | $204 | $8,984,000 |
- The company historically looks to net income as a performance measure; NEOs are eligible for annual performance-based cash bonuses and equity awards, but specific metric weightings and targets are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 5,831,058 |
| Ownership (% of Outstanding) | 58.7% (9,391,072 shares outstanding at June 20, 2025) |
| Personal Holdings | 1,152,402 shares (incl. IRA accounts) |
| Options Exercisable | 430,400 @ $0.35 exp. 7/31/2028 ; 144,000 @ $2.62 exp. 2/5/2026 ; 112,000 @ $2.38 exp. 2/5/2031 |
| Entity Holdings | 4,136,256 shares held by Sudbury Holdings, LLC |
| Pledging/Hedging | No pledging disclosure found in proxy/10-K; Insider Trading Policy governs trading, blackout windows, and permits 10b5-1 plans . |
| Stock Ownership Guidelines (Directors) | Independent directors must purchase company stock equal to 20% of the $50,000 annual retainer under the Director Stock Purchase Program adopted August 29, 2024 . |
| Executive Ownership Guidelines | Not disclosed in 2025 proxy . |
Employment Terms
| Term | Detail |
|---|---|
| CEO Start Date | February 18, 2018 |
| Employment Agreement | At-will; no formal employment agreement |
| Base Salary Actions | Raised to $390,000 (8/28/2023); to $416,000 (8/29/2024) |
| Severance/Change-in-Control | Not disclosed |
| Non-Compete/Non-Solicit | Not disclosed |
| Clawback Policy | Adopted; recovery of excess incentive compensation upon accounting restatement per Exchange Act 10D and Nasdaq Rule 5608; covers cash and equity incentive comp based on financial measures (incl. stock price, TSR, revenue, net income, EBITDA) for the prior three completed fiscal years |
Board Governance
- Board Service: Director since June 2017; currently Chairman and CEO .
- Dual-Role: The board does not mandate separation of Chair/CEO; it believes combined roles currently benefit operations and strategy .
- Independence: Majority independent; all directors except Judd are independent per Nasdaq rules .
- Committees and Chairs (2024):
- Audit: Chair Matthew Lingenbrink; members Dawson, Pappas, Yakatan; 4 meetings; Dawson and Lingenbrink deemed “financial experts” .
- Compensation: Chair Grant Dawson; members Lingenbrink, Pappas, Yakatan; 1 meeting .
- Nominating & Corporate Governance: Chair Seth Yakatan; members Dawson, Lingenbrink, Pappas; 1 meeting .
- Board Meetings: 4 in 2024; each director attended ≥75% of meetings; independent executive sessions held as needed .
- Board Transitions: April 25, 2025—Todd Ordal resigned; Shannon Pappas appointed to the Board and all three committees .
- Director Compensation: $50,000 annual cash retainer; independent directors must purchase stock equal to 20% of retainer; non-employee directors received no stock or option awards in 2024 .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory Vote to Approve Executive Compensation (2025) | 6,521,001 | 64,922 | 5,010 |
| Frequency of Advisory Vote | 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|---|
| Votes (2025) | 605,602 | 2,695 | 5,979,100 | 3,536 |
- Director Elections (2025): All nominees elected; Judd received 6,586,405 “For” and 4,528 “Withhold” votes .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($000s) | $52,700 | $64,469 |
| Gross Profit ($000s) | $21,432 | $28,080 |
| Operating Income ($000s) | $7,550 | $13,119 |
| Net Income ($000s) | $5,296 | $8,984 |
| EBITDA ($000s, unaudited) | $7,644 | $13,227 |
| Adjusted EBITDA ($000s, unaudited) | $10,179 | $14,125 |
- Selected initiatives: Nasdaq uplisting announced September 14, 2023 to improve visibility/liquidity . Segment disclosures highlight growth in online channels and brand optimization post-acquisitions (Mimi’s Rock, MusclePharm) .
Compensation Structure Analysis
- Cash vs Equity Mix: PEO compensation in 2023–2024 consisted of base salary and cash bonus; no stock or option awards granted to Judd in those years per SCT, indicating a heavily cash-based mix aligned with profitability .
- Pay vs Performance: PEO “compensation actually paid” decreased slightly from 2023 to 2024 while TSR rose and net income increased 70%, supporting alignment claims .
- Equity Programs: Company uses a 2019 Omnibus Plan allowing options, RSUs, SARs, restricted stock; outstanding awards total 977,122 with a weighted average exercise price of $3.74; 268,000 shares remain available .
- Clawback: Robust recovery policy adopted in 2025 consistent with SEC/Nasdaq requirements .
Risk Indicators & Red Flags
- Dual Role: Combined CEO/Chair may reduce perceived board independence; mitigated by majority-independent board and independent committee chairs .
- Control Stake: Judd beneficially owns 58.7% of shares (incl. Sudbury Holdings); while highly aligned, any large sales could pressure the stock; no pledging disclosures identified in filings .
- Committee Cadence: Compensation Committee held only one meeting in 2024; monitoring governance throughput is advisable .
- Trading Policy: Blackout windows and insider trading policy in place; 10b5-1 plans permitted; helps manage insider selling optics .
Equity Ownership & Alignment (Detail)
| Component | Shares / Terms |
|---|---|
| Total Beneficial Ownership | 5,831,058 shares (58.7%) |
| Personal Shares | 1,152,402 |
| Sudbury Holdings, LLC | 4,136,256 |
| Options (Exercisable) | 430,400 @ $0.35 exp. 7/31/2028 ; 144,000 @ $2.62 exp. 2/5/2026 ; 112,000 @ $2.38 exp. 2/5/2031 |
Employment Contracts, Severance, and Change-of-Control
- Employment Status: At-will; no formal employment agreement for PEO .
- Severance/COC Terms: Not disclosed; no tax gross-ups disclosed .
- Clawback: Company-wide clawback policy for incentive-based compensation tied to financial reporting measures .
Investment Implications
- Alignment: A 58.7% stake and cash-heavy pay mix linked to profitability support shareholder alignment; strong say-on-pay approval reduces governance overhang .
- Governance: Combined Chair/CEO and a single 2024 Compensation Committee meeting warrant ongoing monitoring; majority-independent board and committee leadership mitigate risk .
- Optionality and Selling Pressure: Fully exercisable legacy options (2026/2028/2031 expirations) offer liquidity optionality; absence of pledging disclosure and presence of 10b5-1 allowances shape potential selling dynamics .
- Execution: FY2024 profit expansion and non-GAAP EBITDA growth reflect effective integration and brand optimization; sustaining online channel strength and wholesale normalization post GNC dispute will be key to continued value creation .