Shannon Pappas
About Shannon Pappas
Shannon Pappas, age 51, joined FitLife Brands’ Board in April 2025 as an independent director. She brings 25+ years of experience across beauty, skincare, health, fitness, and consumer goods with expertise in strategic growth, digital commerce, financial management, and market expansion; she holds an MBA from Northwestern Kellogg and a BS in Exercise & Sports Science from the University of Arizona, where she was a Division I athlete and varsity team captain . The Board has determined all directors other than the CEO are independent under Nasdaq rules, which includes Ms. Pappas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beauty Industry Group | Consumer President & Head of Digital Commerce | Mar 2023–Jan 2025 | Led digital commerce initiatives; functional expertise in strategic growth |
| The Proactiv Company | President & General Manager | Aug 2019–Nov 2022 | Managed commercial operations, finance, market expansion; led sale and integration into Taro Pharmaceuticals |
| Beachbody LLC | Management roles | Not disclosed | Achieved revenue growth via strategic digital marketing and lead optimization |
| International Sports Sciences Association (ISSA) | Management roles | Not disclosed | Expanded brand presence; revenue growth through digital marketing |
| The Wonderful Company | Strategy roles | Not disclosed | Corporate growth and post-merger integration focus |
| Boston Consulting Group | Strategy roles | Not disclosed | Corporate growth and post-merger integration focus |
External Roles
No other current public company directorships are disclosed for Ms. Pappas .
Board Governance
- Independence: The Board determined that, except for CEO/Chair Dayton Judd, all directors are independent under Nasdaq rules, which includes Ms. Pappas .
- Board meetings: The Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings of which they were a member (note: Ms. Pappas joined in April 2025, after the 2024 period) .
- Executive sessions: Independent executive sessions held on an as-needed basis .
- CEO/Chair combined: The Board currently combines CEO and Chair roles, citing benefits to operations and strategic oversight; no Lead Independent Director disclosed .
| Committee | Members | Chair | Meetings Held (2024) | Key Functions |
|---|---|---|---|---|
| Audit | Matthew Lingenbrink; Grant Dawson; Shannon Pappas; Seth Yakatan | Matthew Lingenbrink | 4 | Oversight of accounting, auditing, financial reporting, internal controls, legal compliance; pre-approves audit/non-audit services |
| Compensation | Grant Dawson; Matthew Lingenbrink; Shannon Pappas; Seth Yakatan | Grant Dawson | 1 | Director/officer compensation policies, bonuses, equity awards; administers equity plans |
| Nominating & Corporate Governance | Seth Yakatan; Grant Dawson; Matthew Lingenbrink; Shannon Pappas | Seth Yakatan | 1 | Board size/composition, director candidates; oversight of governance guidelines |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 per annum | Non-employee directors only; employees do not receive director pay |
| Mandatory stock purchase | 20% of retainer must be used to purchase FTLF shares (quarterly or annually; either under Insider Trading Policy or 10b5-1 plan) | Director Stock Purchase Program adopted Aug 29, 2024 |
| Committee/Chair fees | Not disclosed | No committee or chair fees disclosed in proxy |
| Meeting fees | Not disclosed | Not disclosed |
Ms. Pappas was appointed April 2025 and is excluded from the 2024 director compensation table .
Performance Compensation
| Metric/Instrument | Disclosure | Detail |
|---|---|---|
| Director equity grants (RSUs/PSUs/options) | None disclosed for 2024 | 2019 Omnibus Incentive Plan authorizes options/SARs/RS/restricted units broadly, but director grants not disclosed for 2024; Pappas joined in 2025 |
| Performance metrics (TSR, EBITDA, revenue growth) | Not disclosed for director compensation | No director performance-based metrics are disclosed |
| Vesting schedules | Not disclosed for directors | Not disclosed |
Other Directorships & Interlocks
- No other public company directorships for Ms. Pappas are disclosed; no related-party transactions involving Ms. Pappas are disclosed for 2024 .
Expertise & Qualifications
- 25+ years in beauty/skincare/health/fitness/consumer goods; strategic growth, digital commerce, financial management, market expansion .
- Led the sale of The Proactiv Company and integration into Taro Pharmaceuticals (transaction execution background) .
- Prior strategy roles at The Wonderful Company and BCG; digital marketing and revenue optimization at Beachbody and ISSA .
- MBA, Northwestern Kellogg; BS in Exercise & Sports Science, University of Arizona; Division I athlete and team captain .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shannon Pappas | 0 | <1% | As of June 20, 2025; address c/o FitLife, Omaha, NE |
| Ownership guidelines/requirements | 20% of $50,000 retainer must be used to purchase FTLF shares | Compliance timing not disclosed; purchases must comply with Insider Trading Policy or occur under a 10b5-1 plan | |
| Pledging/hedging | Not disclosed | No pledging/hedging disclosures specific to directors; company has Insider Trading Policy | |
| Section 16 compliance | All filings timely for FY2024 per management’s review | Applies to directors and >10% holders |
Governance Assessment
- Board effectiveness: Ms. Pappas serves on all three standing committees (Audit, Compensation, Nominating & Governance), indicating broad engagement across oversight, pay policy, and governance processes . Her digital commerce and consumer growth background adds complementary expertise to FTLF’s consumer brands portfolio .
- Independence & alignment: Independent under Nasdaq rules . Alignment mechanism exists via required stock purchases equal to 20% of retainer, a positive signal for skin-in-the-game . As of June 20, 2025, beneficial ownership shows 0 shares, which is a near-term alignment gap to monitor given her April 2025 appointment and the purchase program’s timing; confirm purchases post-appointment and ongoing compliance .
- Attendance & engagement: The Board met 4 times in 2024 and directors met the ≥75% attendance threshold; Ms. Pappas joined in April 2025, so 2024 attendance does not apply .
- Conflicts & related-party exposure: No related-party transactions disclosed for 2024; prior employers are industry-adjacent but no current employment or transactions disclosed with FTLF, mitigating immediate conflict concerns .
- Structural risk indicators: Combined CEO/Chair role persists and no Lead Independent Director is disclosed, which can compress independent oversight—offset in part by full committee independence and designated audit committee financial experts (Dawson, Lingenbrink) .
- RED FLAGS to watch:
- Low current share ownership for a newly appointed director until stock purchase program compliance is evidenced .
- Combined CEO/Chair structure without a disclosed Lead Independent Director .