Matt Lingenbrink
About Matt Lingenbrink
Matthew “Matt” Lingenbrink (age 43) is an independent director at FitLife Brands (FTLF), appointed in August 2024; he currently chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees . He is Vice President, Marketing & E‑commerce at Interstate Batteries (since April 2024), with prior leadership roles in corporate strategy, business development, and route-to-market at Keurig Dr Pepper (2017–2024), and earlier consulting experience at Bain & Company (2007–2017) . He holds a Bachelors and Masters in Accounting from Brigham Young University and an MBA from Harvard Business School, and is designated by the Board as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Batteries | Vice President, Marketing & E‑commerce | Apr 2024–present | Brings consumer strategy, marketing, and distribution perspective to enhance brand value |
| Keurig Dr Pepper (and Dr Pepper Snapple Group) | Corporate strategy, business development, route-to-market leadership | Aug 2017–Apr 2024 | Consumer products growth, channel strategy expertise |
| Bain & Company | Consultant (growth strategy, diligence, post-merger integration) | Sep 2007–Aug 2017 | Strategic and M&A integration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Lingenbrink . |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined all directors except CEO (Judd) are independent under Nasdaq rules; Lingenbrink is independent . |
| Committee assignments | Audit Committee Chair; Compensation Committee Member; Nominating & Corporate Governance Committee Member . |
| Audit Committee expertise | Board designated Lingenbrink as an “audit committee financial expert” . |
| Committee meeting cadence (2024) | Audit: 4 meetings; Compensation: 1 meeting; Nominating & Corporate Governance: 1 meeting . |
| Board meeting cadence & attendance (2024) | Board held 4 meetings; each director attended at least 75% of Board and committee meetings of which they were a member . |
| Board leadership | CEO also serves as Chair; Board currently views combined roles as beneficial, revisited over time . |
| Executive sessions | Board holds independent executive sessions without management on an as‑needed basis . |
| Shareholder voting (2025) | Director election results: Lingenbrink “For” 6,523,190; “Withhold” 67,743; elected to 2026 annual meeting . Say‑on‑pay (NEO): For 6,521,001; Against 64,922; Abstain 5,010 (approved) . |
Fixed Compensation
| Director Compensation Element | Amount/Policy |
|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 per annum . |
| Director Stock Purchase Program | Requires each Independent Director to purchase Company stock equal to 20% of the Retainer; purchases quarterly or annually; adopted Aug 29, 2024; purchases must comply with Insider Trading Policy or Rule 10b5‑1 plan . |
| Committee chair/member fees | Not disclosed; no additional fees listed in proxy . |
| Meeting fees | Not disclosed . |
Non‑employee director compensation (2024):
| Name | Fees earned or paid in cash | Stock awards | Option awards | Total |
|---|---|---|---|---|
| Matthew Lingenbrink (appointed Aug 2024) | $18,750 | $0 | $0 | $18,750 |
Performance Compensation
| Component | Performance Metrics | Grant/Outcome |
|---|---|---|
| Equity grants (RSUs/PSUs/options) | Not applicable for Lingenbrink in 2024; no stock or option awards disclosed for non‑employee directors . | None disclosed . |
| Cash bonus (director) | Not applicable | None disclosed . |
Directors’ compensation is primarily fixed cash retainer with mandatory share purchases (20% of retainer) to reinforce alignment; no performance‑linked pay is disclosed for Lingenbrink .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Role | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | No related‑party transactions involving directors were reported for 2024; no interlocks disclosed for Lingenbrink . |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; provides enhanced oversight of financial reporting and auditor independence .
- Deep consumer products experience in strategy, marketing, distribution; expected to provide valuable perspectives to enhance Company brands .
- Education: BYU Bachelor’s and Master’s in Accounting; Harvard Business School MBA .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Jun 20, 2025) | 5,800 shares |
| Shares outstanding (as of Jun 20, 2025) | 9,391,072 |
| Ownership % of class | <1% (Company categorization) |
| Ownership % (calculated) | ~0.062% (5,800 ÷ 9,391,072) |
| Derivative holdings (options) | None disclosed for Lingenbrink; no options exercisable within 60 days listed for him |
| Pledging/hedging | No pledging/hedging disclosures specific to Lingenbrink in proxy; Insider Trading Policy governs director transactions |
Governance Assessment
-
Strengths
- Independent director with consumer market and distribution expertise; designated audit committee financial expert; chairs Audit Committee, supporting robust financial oversight .
- Strong shareholder support in 2025 election (6,523,190 “For” vs 67,743 “Withhold”); say‑on‑pay passed by wide margin—signals investor confidence in governance framework .
- Mandatory director stock purchases (20% of retainer) increase alignment; Lingenbrink holds 5,800 shares .
-
Watch items
- CEO also serves as Board Chair; combined roles may reduce counterbalance from independent directors in some contexts .
- Highly concentrated ownership: CEO beneficially owns ~58.7% of common stock, which can influence board dynamics and shareholder votes; places a premium on independent committee leadership (including Audit, chaired by Lingenbrink) .
-
Compliance/Conflicts
- No related‑party transactions reported for 2024; Section 16(a) filings current per management’s review .
RED FLAGS
- Combined CEO/Chair structure alongside majority ownership (58.7%) by CEO may compress independent board influence; continued vigilance via strong committee leadership is critical .