Barbara Ryan
About Barbara Ryan
Barbara Ryan, 65, has served as an independent director of INVO Fertility since September 2020; she is Chair of the Compensation Committee (since May 2024) and a member of the Audit Committee and the Nominating & Governance Committee . The Board affirmatively determined she is independent under Nasdaq rules . She attended 100% of Board meetings in 2024 and 2025, reflecting strong engagement . A former top-ranked sell-side analyst and capital markets advisor, she brings deep experience in financing, M&A, valuation, SEC reporting, and corporate strategy across life sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barbara Ryan Advisors | Founder, capital markets and communications advisor | Founded 2012 | Advises life sciences companies on equity/debt financings, M&A, SEC reporting and strategy |
| Deutsche Bank/Alex Brown | Managing Director; Head, Pharmaceutical Research Team | 19 years | Led large-cap pharma coverage; built research franchise |
| Bear Stearns | Research analyst covering pharmaceutical industry | Began coverage in 1982 | Initiated coverage on wholesalers/PBMs; lead analyst on notable IPOs (Express Scripts, PSSI, Henry Schein) |
| Radius Health | Executive team member; Disclosure Committee | Jan 2014–Dec 2017 | Critical role in IPO and follow-ons raising over $1B |
| M&A Defense/Transactions | Advisor on major transactions | Various | Shire hostile defense vs. AbbVie; Shire/Baxalta; Allergan defense vs. Valeant; Perrigo defense vs. Mylan |
External Roles
| Organization | Role | Committee/Notes |
|---|---|---|
| MiNK Therapeutics | Director | Chairs Audit Committee |
| Safecor Health | Director | — |
| OcuTerra Therapeutics | Director | — |
| The Red Door Community (formerly Gilda’s Club NYC) | Director | Non-profit |
| Fabulous Pharma Females | Founder | Mission: advance women in biopharma |
| Pharmaceutical Executive Magazine | Editorial Advisory Board | — |
| GLG Institute | Faculty | — |
| Prix Galien | Executive Advisory Board | — |
Board Governance
- Independence: Board determined Barbara Ryan is independent (Nasdaq standard) .
- Committee assignments:
- Compensation Committee Chair
- Audit Committee member
- Nominating & Governance Committee member
- Attendance: 100% of Board meetings in 2024 and 2025; Board held 11 meetings in 2024 .
- Committee activity: Audit Committee held 6 meetings in 2024 ; Compensation Committee held 2 meetings in 2024 ; Nominating & Governance held 1 meeting in 2023 and 1 in 2024 .
- Clawback policy: Adopted Oct 2, 2023 (SEC Rule 10D-1/Nasdaq 5608); restatement in Sept 2024 did not change compensation within lookback (no recovery) .
- Hedging policy: Directors/officers/employees prohibited from hedging company stock .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 52,500 | Deferred cumulative total of fees as of Dec 31, 2024: $91,675 |
| 2023 | 49,375 | — |
Director compensation program combines cash and equity designed to align director interests with long-term stockholders; benchmarking to peers considered; expenses reimbursed .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2024 | — | — | No director equity grants disclosed for Barbara in 2024 |
| 2023 | — | 24,820 | Option award fair value (ASC 718) |
- Equity plan mechanics: Options generally must vest at least 20% per year over 5 years, though options to non-employee directors may be set to become fully exercisable subject to reasonable conditions; maximum term 10 years; repricing prohibited without stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to IVF (supplier/customer/competitor) | Notes |
|---|---|---|
| MiNK Therapeutics | Not disclosed | Audit Chair; governance and financial oversight expertise |
| Safecor Health | Not disclosed | Director |
| OcuTerra Therapeutics | Not disclosed | Director |
| The Red Door Community | Not applicable | Non-profit board |
No related-party transactions involving Ms. Ryan are disclosed in the company’s related party transactions section (which lists transactions involving the CEO/CFO and affiliates) .
Expertise & Qualifications
- Capital markets (equity/debt) and SEC reporting; valuation and strategy across life sciences .
- M&A execution and defense experience on high-profile transactions .
- Board and committee leadership (Compensation Chair at IVF; Audit Chair at MiNK) .
- Industry networks and advocacy (Fabulous Pharma Females; editorial/advisory roles) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Options Included (exercisable within 60 days) |
|---|---|---|---|
| Barbara Ryan | 599 | 0.03% | 466 |
The Board and executives as a group own ~0.57% of common stock; largest holder FNL subject to a 9.99% blocker; Ryan’s stake is modest in size .
Governance Assessment
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Strengths:
- Independent director with robust capital markets and governance credentials; chairs Compensation Committee and sits on Audit and Nominating, providing cross-committee perspective .
- Perfect attendance and active committee schedule signal high engagement .
- Presence of clawback policy, hedging prohibition, and option repricing ban are positive governance safeguards .
-
Alignment and incentives:
- Cash fees comprised $52.5k in 2024; option value recognized in 2023 indicates equity-based alignment, though her beneficial ownership is small at 0.03% .
- Deferred board fees ($91,675 cumulative) suggest personal support of company liquidity and cost discipline, a constructive signal for investor confidence .
-
Conflicts/related-party exposure:
- No related-party transactions involving Ms. Ryan disclosed; company-level related party financings did not implicate her .
-
Monitoring areas:
- Given modest direct ownership, continued emphasis on annual equity grants and clear ownership guidelines would strengthen alignment; director ownership guidelines not disclosed in the proxy .
- The company’s complex capital structure (convertible preferred, debenture, inducement warrants) heightens dilution risk; Compensation Committee oversight of equity usage under the plan will be critical .