Patrick Ryan
About Patrick Ryan
Patrick Ryan is Chief Retail Officer at FitLife Brands (FTLF), a role he has held since June 2016; he joined the company in 2004 and previously served as Vice President of Sales starting in February 2009. He is 46 and holds a Bachelor of Science in Public Relations from Kansas State University . Company performance under current leadership shows strong momentum: cumulative TSR grew from a base value of $100 at year-end 2022 to $119 in 2023 and $204 in 2024, while net income rose from $4.429 million (2022) to $5.296 million (2023) to $8.984 million (2024), a 70% YoY increase in 2024; these are company-level metrics, not attributed to any single executive .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FitLife Brands | Chief Retail Officer | 2016–present | Oversees retail/wholesale branches and collaborates on sales strategy, training, and growth initiatives . |
| FitLife Brands | Vice President of Sales | 2009–2016 | Led multiple retail/wholesale branches; drove sales, training, and growth programs . |
| FitLife Brands | Sales roles (various) | 2004–2009 | Progressively responsible sales roles supporting store training, product development, and strategy . |
External Roles
- No external directorships or outside roles for Patrick Ryan are disclosed in the company’s proxy biography .
Fixed Compensation
Multi-year compensation detail (as reported in DEF 14A):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $138,077 | $148,077 | $156,667 |
| Bonus | $0 | $5,000 | $0 |
| Stock awards (grant-date FV) | $0 | $0 | $0 |
| Option awards (grant-date FV) | $0 | $0 | $0 |
| All other compensation (commissions) | $186,045 | $151,669 | $139,286 |
| Total | $324,122 | $304,746 | $295,953 |
Recent pay-setting actions:
- Base salary increased from $145,000 to $155,000 on Aug 28, 2023, and from $155,000 to $160,000 on Aug 29, 2024 .
Performance Compensation
Compensation levers tied to operating results:
| Incentive | Metric | Weighting | Target | Actual | Payout/Formula | Vesting/Timing |
|---|---|---|---|---|---|---|
| Commission plan | Adjusted gross profit from sale of certain products to the GNC franchise community | Not disclosed | Not disclosed | Not disclosed | 2.5% of adjusted gross profit | Commissions paid monthly in arrears per 2019 employment agreement; commission structure continues post‑2022 (at-will) . |
| Annual cash bonus | Discretionary | Not disclosed | Not disclosed | $5,000 (2023); $0 (2024) | Discretionary cash | Annual (discretionary) . |
Notes:
- No RSU/PSU grants or option awards to Patrick Ryan reported for 2023–2024; 2016 proxy shows historical option awards, but none were outstanding at FY 2024 per current NEO outstanding awards table (Ryan not listed) .
Equity Ownership & Alignment
Beneficial ownership and equity exposure (as of June 20, 2025):
| Holder | Shares Beneficially Owned | % Outstanding | Exercisable Options (within 60 days) | Unexercisable/Unvested Options | Notes |
|---|---|---|---|---|---|
| Patrick Ryan (CRO) | — | <1% | — | — | No beneficial ownership reported; not listed with any outstanding equity awards at FY‑end 2024 . |
Alignment considerations:
- No executive stock ownership guidelines for officers are disclosed; a stock purchase program exists for independent directors (20% of cash retainer), but it does not apply to executives .
- No pledging or hedging disclosures specific to executives; the company references an Insider Trading Policy but does not specify anti‑hedging/pledging language in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Current employment status | At‑will since June 7, 2022 termination of prior agreement; continues as CRO . |
| Prior employment agreement | Dated June 13, 2019; provided base salary escalation, 2.5% commission on adjusted gross profit for franchise exclusive products, discretionary annual bonus, expense reimbursement, and participation in benefit plans . |
| Non‑compete / non‑solicit | 1‑year non‑compete and non‑solicitation post‑termination per the 2019 agreement (agreement expired June 7, 2022; such covenants typically survive per contractual terms; no updated post‑2022 covenants disclosed) . |
| Severance | Not disclosed . |
| Change‑of‑control | Not disclosed . |
| Clawback | Not disclosed in proxy; Company references a Code of Business Conduct and Ethics and an Insider Trading Policy . |
| Base salary actions | $145k → $155k (Aug 28, 2023); $155k → $160k (Aug 29, 2024) . |
| Commission plan | 2.5% of adjusted gross profit from GNC franchise products; historically paid monthly in arrears per employment agreement; commission structure continues post‑2022 (at‑will) . |
Risk Indicators & Red Flags
- Related party transactions: None in 2024 .
- Legal proceedings: None material disclosed for executives/directors over the past ten years .
- Section 16 compliance: Management believes all required ownership reports were filed timely for 2024 .
- Equity award repricing/modification: Not disclosed .
- Say‑on‑Pay: Advisory vote held/proposed (triennial frequency recommended), but no specific approval percentages disclosed in 2025 proxy .
Company Performance Context (for alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $100 | $119 | $204 |
| Net Income ($) | $4,429,000 | $5,296,000 | $8,984,000 |
Management commentary notes net income increased $3.7 million (70%) in 2024 vs 2023; compensation “actually paid” for non‑PEOs increased in 2024 largely due to option fair value changes (not applicable to Ryan given no reported options), while PEO CAP was roughly flat .
Compensation Structure Analysis
- Mix of pay: Ryan’s compensation is heavily weighted to formulaic commissions on GNC franchise channel profitability (2.5%), with a modest base salary and minimal discretionary bonus ($0 in 2024; $5,000 in 2023), indicating a strong linkage to channel gross profit rather than equity-based long-term incentives .
- Shift away from equity: No stock or option awards reported for Ryan in 2023–2024; combined with no outstanding awards at FY‑end 2024, this represents a de‑emphasis on long‑term equity incentives vs historical (2016) practice .
- Selling pressure from vesting: With no outstanding RSUs/options disclosed for Ryan at FY‑end 2024, scheduled vesting‑related selling pressure appears minimal .
- Ownership alignment: No reported beneficial share ownership as of June 20, 2025, suggesting limited direct equity alignment; no executive ownership guideline disclosed .
Investment Implications
- Alignment: Ryan’s incentives are tightly tied to gross profit in the GNC franchise channel (2.5% commission), which should support sales execution and channel profitability; however, the absence of meaningful equity ownership or outstanding equity awards reduces long-term stock alignment .
- Retention: At‑will status with no disclosed severance/CIC protections and a commission‑heavy pay mix may moderate retention risk if variable earnings remain attractive; lack of equity vesting suggests fewer golden‑handcuff constraints compared to peers with RSUs/PSUs .
- Trading signals: With no outstanding equity awards listed for Ryan, there is limited mechanical vesting‑driven selling risk; monitor any new equity grants or Form 4 activity for changes in alignment/selling pressure going forward .
- Governance/risk: No related party transactions, legal issues, or Section 16 deficiencies disclosed; say‑on‑pay held on a triennial cadence, but no approval percentages provided to gauge shareholder sentiment .