Grant Dawson
About Grant Dawson
Grant Dawson (age 56) has served as an independent director of FitLife Brands, Inc. since November 2013. He is a Portfolio Manager of Fixed Income Investments at Polar Asset Management Partners (since 2014) and previously held senior roles at Manulife Asset Management and Dominion Bond Rating Agency, with prior positions in credit management/corporate finance at Nortel and equity research at Dain Rauscher Ltd. He holds an MBA from SMU Cox, a B.Comm in Finance from the University of Windsor, is a CFA charterholder, and holds the ICD.D designation from the Institute of Corporate Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manulife Asset Management | Managing Director, Fixed Income Investments | Not disclosed | Corporate finance and governance expertise cited by Nominating & Governance Committee |
| Dominion Bond Rating Agency | Vice President & Lead Analyst, Corporate Debt Ratings | Not disclosed | Credit analysis and ratings leadership |
| Nortel | Senior management roles in credit management and corporate finance | Not disclosed | Corporate finance and risk experience |
| Dain Rauscher Ltd. | Equity Research | Not disclosed | Sell-side analysis experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Polar Asset Management Partners | Portfolio Manager, Fixed Income Investments | Since 2014 | Buy-side fixed income; governance/corporate finance expertise |
| Institute of Corporate Directors | Member (ICD.D) | Not disclosed | ICD.D credential |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Dawson is independent .
- Committee assignments (current): Audit Committee member and designated “audit committee financial expert”; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee assignments (prior year): Audit Committee Chair (2024); Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were members . In 2023, incumbent directors attended 100% of Board meetings .
- Executive sessions: Independent executive sessions held on an as‑needed basis .
- Say-on-pay and frequency (2025 AGM): Say‑on‑Pay approved (For: 6,521,001; Against: 64,922; Abstain: 5,010); frequency vote favored “Three Years” (3 Years: 5,979,100; 1 Year: 605,602; 2 Years: 2,695; Abstain: 3,536) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual non‑employee director retainer (cash) | $50,000 (effective Nov 8, 2023) | $50,000 | Non‑employee directors receive cash retainer; no additional meeting or chair fees disclosed |
| Director Stock Purchase Program | Adopted Aug 29, 2024: each Independent Director must purchase Company shares equal to 20% of retainer ($10,000) on quarterly or annual basis via Insider Trading Policy compliance or 10b5‑1 plan | In effect | Alignment mechanism requiring ongoing share purchases |
- 2024 director compensation (individual): Dawson received $50,000 in fees; no stock awards or option awards disclosed .
Performance Compensation
| Performance Metric | Tied to Director Pay? | Details |
|---|---|---|
| Any performance-based equity or cash for directors | No | Non‑executive director compensation consists of a fixed annual retainer; no performance elements disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy biography does not list other public company boards for Dawson |
| Compensation Committee Interlocks | — | — | All members are independent; no executive officer of FTLF serves on another entity’s board/comp committee where an FTLF comp committee member is an executive officer |
Expertise & Qualifications
- Credentials: MBA (SMU Cox), B.Comm (University of Windsor), CFA charterholder, ICD.D .
- Designation: Audit Committee Financial Expert under SEC rules .
- Domain expertise: Corporate finance, credit analysis, investment management, public company governance .
Equity Ownership
| Metric | 2024 (as of July 1, 2024) | 2025 (as of June 20, 2025) |
|---|---|---|
| Shares beneficially owned | 76,428 | 155,000 |
| % of shares outstanding | 1.7% (out of 4,598,241 shares) | 1.7% (out of 9,391,072 shares) |
| Vested/unvested director equity | None disclosed (no stock/option awards reported for Dawson in 2024) | None disclosed |
| Pledged shares | None disclosed in proxy | |
| Ownership policies | Required to purchase 20% of retainer in Company shares (Director Stock Purchase Program) |
Governance Assessment
- Board effectiveness: Dawson brings deep finance and governance experience and serves as Compensation Committee Chair and Audit Committee financial expert, supporting oversight of pay and financial reporting. Committee independence and charters align with SEC/Nasdaq requirements .
- Alignment and incentives: Strong “skin‑in‑the‑game” via mandatory stock purchases equal to 20% of retainer and meaningful beneficial ownership of 155,000 shares (1.7%), with no pledging disclosed .
- Shareholder signals: Robust Say‑on‑Pay support and clear preference for triennial votes suggest investor confidence in governance and pay practices .
- Conflicts/related parties: No related‑party transactions involving directors in 2023–2024; compensation committee interlocks avoided per policy .
- Attendance: 2024 attendance threshold met (≥75%) and prior-year 100% attendance indicates engagement, though detailed per‑director attendance is not disclosed .
- Structure risk: Combined CEO/Chair role persists; mitigants include independent committees, financial expert designations, and executive sessions .
- RED FLAGS: None material disclosed. Potential monitoring areas include the combined CEO/Chair structure and ensuring continued compliance with the mandatory stock purchase program .