Ryan D. Lake
About Ryan D. Lake
Executive Vice President, Chief Financial Officer, and Secretary of Lifecore Biomedical (start date September 3, 2024). Age 47. B.S. in Accounting from West Chester University; Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA). Previously CFO of Societal CDMO (NASDAQ; led sale to CoreRx in April 2024) and concurrently CFO of Baudax Bio during its spin-out and IPO; prior leadership roles at Aspire Bariatrics, DSM Biomedical/Kensey Nash, and Deloitte . Company performance context around his arrival: FY2024 revenue was $128.3M (+24.2% YoY) and Adjusted EBITDA was $26.2M; FY2024 annual incentive paid at 7.61% of target for eligible executives (Lake not eligible for FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Societal CDMO, Inc. | Chief Financial Officer | 2018–Apr 2024 | Led finance, SEC/IR/IT; instrumental in company sale to CoreRx in Apr 2024 . |
| Baudax Bio, Inc. | Chief Financial Officer (concurrent) | Nov 2019–Mar 2021 | Took company public during Recro Pharma spin-out; capital markets leadership . |
| Aspire Bariatrics, Inc. | CFO & VP Finance | 2015–2017 | Supported multiple capital raises and commercial launch/scaling . |
| DSM Biomedical (acq. of Kensey Nash) | Division Director; Controller; Sr. Director Finance | 2012–2015 | Division leadership in finance/operations for healthcare materials . |
| Kensey Nash Corporation | Interim CFO; Sr. Director Finance (earlier roles) | 2002–2012 | Senior finance roles at Nasdaq-listed medical device firm . |
| Deloitte & Touche LLP | Auditor | Early career | Public accounting foundation . |
External Roles
No public-company directorships disclosed for Lake; not a director at Lifecore (serves as an executive officer) .
Fixed Compensation
| Component | FY2025 Terms | FY2025 Actual | Notes |
|---|---|---|---|
| Base Salary | $470,000 (annual rate per employment agreement) | $332,615 (partial year paid) | Joined 9/3/2024; paid partial FY2025. |
| Target Annual Bonus | 60% of base salary | $141,000 (discretionary 2025 payout) | 2025 Bonus Plan Adjusted EBITDA goal not met; committee used discretion . |
| Perquisites/Other | Senior executive outplacement for 12 months upon certain terminations | $22,951 other comp FY2025 | Standard benefits; outplacement on qualifying termination. |
Performance Compensation
| Award Type | Grant Date | Size/Structure | Metrics/Triggers | Vesting/Settlement |
|---|---|---|---|---|
| PSU | 9/3/2024 | Up to 750,000 shares | 10 tranches (75,000 each) based on 20-day avg. stock price from $5.00 to $30.00 over 5 years | 50% of vested tranche issued at vest; 50% after 1-year hold . 75,000 shares vested at $5.00 in Oct 2024 . |
| RSU | 9/3/2024 | 262,500 RSUs | Time-based | 52,500 per year on each of first five anniversaries of 9/3/2024 (subject to service) . |
| Bonus Shares (stock in lieu of cash) | 12/6/2024 | 19,720 shares | Committee-issued stock awards tied to 2025 liquidity/financing progress | Vested/issued as shares (cash-conserving incentive) . |
Detailed FY2025 bonus design: Adjusted EBITDA plus four operating objectives; EBITDA goal not achieved due to unexpected legacy legal/audit costs; Compensation Committee exercised limited discretion for payouts and issued performance-related shares to conserve cash .
Equity Ownership & Alignment
| Measure | As of Sep 18, 2024 | As of Feb 18, 2025 | As of May 25, 2025 |
|---|---|---|---|
| Beneficial Ownership (Common) | — (not listed as holder) | 54,929 shares (beneficially owned) | Stock awards vested FY2025: 94,720 shares acquired (75,000 PSU + 19,720 bonus shares) . |
| Unvested RSUs | — | — | 262,500 unvested (market value $1,764,000 at $6.72) . |
| Unvested PSUs | — | — | 675,000 unearned (market value $4,536,000 at $6.72 assumption) . |
| Ownership Guidelines | 3x base salary requirement for executives; 5-year compliance window; retain 50% of net shares until met | 3x base salary; 5-year phase-in applies | 3x base salary; not yet required to have met due to phase-in . |
| Hedging/Pledging | Hedging prohibited under insider trading policy | Hedging prohibited | Hedging prohibited; no explicit pledging disclosure found . |
Notes:
- Lake’s beneficial stake rose with the October 2024 minimum PSU tranche vesting and December 2024 bonus-share grant .
- Stock ownership guidelines provide a five-year runway; retention of 50% of net shares until compliance .
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | CFO and Secretary effective September 3, 2024 . |
| Base Salary & Bonus Target | $470,000 base; 60% target bonus (unprorated eligibility in FY2025) . |
| New-Hire Equity | 262,500 RSUs (52,500/year x5); 750,000 PSUs (10 tranches at $5–$30) . |
| Severance Plan | Tier 2 under Executive Change in Control Severance Plan (CIC): 75% salary severance + 75% target bonus; full RSU acceleration; PSUs vest at “target” based on CIC price; 12 months COBRA; pro-rated year-of-term bonus . |
| Non-CIC Termination (Company without Cause) | Same cash/benefits as CIC Tier 2 except no PSU acceleration; includes 12 months outplacement; standard release required . |
| Example CIC Payout (as of 5/25/25, $6.72 share price) | Cash severance $564,000; pro-rated bonus $203,967; RSU acceleration $1,764,000; COBRA $22,039; total $2,554,006 . |
| At-Will; Protections | At-will employment; benefits participation; five weeks vacation (pro-rated 2024) . |
Compensation Structure vs. Performance Metrics
| Element | Metric Linkage | FY2024/FY2025 Program Design |
|---|---|---|
| Annual Bonus | Adjusted EBITDA plus revenue (FY2024) and Adjusted EBITDA plus operating objectives (FY2025) | FY2024 AIP paid 7.61% to eligible execs; Lake not eligible; FY2025 goal missed; discretionary limited payouts issued; bonus shares granted to conserve cash . |
| PSUs | Multi-year TSR proxy via stock-price hurdles | 10 tranches ($5–$30 for CFO) over 5 years; aligns realized pay with sustained price performance; 75,000 shares vested at $5 in Oct 2024 . |
| RSUs | Retention/time-based | 5-year vesting cadence; promotes retention and alignment (annual 52,500 shares) . |
| Clawback | Dodd-Frank 10D-1 compliant recoupment adopted Nov 30, 2023; legacy clawback policy since 2014 | All incentive comp subject to recoupment in certain restatement scenarios . |
Multi-Year Compensation Summary (Lake)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| FY2024 | — | — | — | — |
| FY2025 | 332,615 | 141,000 | 3,805,873 | 4,302,439 |
Vesting Schedules and Insider Selling Pressure
- Known vesting cadence:
- PSUs: 10 tranches based on 20-day average price from $5 to $30 over five years; 75,000 tranche vested at $5 in Oct 2024; future tranches depend on sustained price thresholds .
- RSUs: 52,500 shares vest each Sep 3 from 2025–2029, subject to service .
- 19,720 “bonus shares” issued Dec 6, 2024 were fully vested .
- Implication: Predictable annual RSU releases create modest recurring supply; PSU vesting introduces episodic supply upon price-threshold achievements. FY2025 shows 94,720 shares vested/acquired (75,000 PSU + 19,720 bonus shares) .
Equity Ownership & Beneficial Holdings Detail
| Category | Shares/Value |
|---|---|
| Beneficial Common (Feb 18, 2025) | 54,929 shares |
| Unvested RSUs (May 25, 2025) | 262,500 ($1,764,000 at $6.72) |
| Unearned PSUs (May 25, 2025) | 675,000 ($4,536,000 at $6.72 illustrative) |
| FY2025 Vested/Issued | 94,720 shares (value realized $522,748) |
Policies:
- Stock ownership guidelines: 3x salary; 5-year compliance runway; 50% net-share retention until met .
- Hedging banned; no explicit company-wide pledging ban disclosed .
Performance & Track Record
- Company outcomes around Lake’s onboarding:
- FY2024 revenue $128.3M (+24.2% YoY) and Adjusted EBITDA $26.2M; FY2024 AIP payout at 7.61% for eligible executives .
- 2025 Bonus Plan focused on Adjusted EBITDA and growth objectives; EBITDA goal not met; board used discretion for limited payouts and stock-issued awards (cash conservation) .
- Prior achievements (pre-Lifecore): Led Societal CDMO sale to CoreRx; took Baudax Bio public during Recro spin-out .
Compensation Committee & Governance Signals
- Independent Compensation Committee; FW Cook as independent advisor; equity-heavy packages with multi-year PSU curves; enhanced clawback adopted per Rule 10D-1 .
- Strong shareholder support: Say-on-Pay approval 99.1% at 2024 Annual Meeting .
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Terms (Lake Agreement) |
|---|---|
| CIC Qualifying Termination | 75% salary + 75% target bonus; full RSU and option acceleration; PSUs vest based on CIC price at target assumption; 12 months COBRA; pro-rated current-year bonus; release required . |
| Non-CIC Termination (without Cause) | Same cash/benefits as above except PSUs do not accelerate; 12 months outplacement . |
| Example (as of 5/25/25 at $6.72) | Cash $564,000; pro-rated bonus $203,967; equity acceleration $1,764,000 (RSUs); COBRA $22,039 . |
Risk Indicators & Red Flags
- Accounting and control context: Company adopted enhanced clawback (Nov 30, 2023) and faced legacy restatements earlier, but governance structure and FY2025 compensation decisions emphasized compliance and cash conservation .
- Hedging prohibited by policy (alignment positive); no disclosure of pledging (monitor) .
- Activist/ownership concentration in preferred holders and PIPE investors warrants ongoing governance monitoring but not specific to Lake .
Investment Implications
- Alignment: Lake’s package is heavily performance-contingent via PSUs with multi-year stock-price hurdles ($5–$30) and a long RSU vesting tail, aligning realized pay with sustained value creation and providing retention through 2029 .
- Supply overhang: Annual RSU vesting of 52,500 shares plus episodic PSU vesting (price-triggered) suggests periodic insider supply; FY2025 saw 94,720 shares vest/issue for Lake (monitor trading windows/forms for selling pressure) .
- Downside protection limited: Tier 2 CIC economics (0.75x salary and bonus) and no non-CIC PSU acceleration curb windfalls; Dodd-Frank clawback adds further discipline .
- Governance sentiment: 99%+ Say-on-Pay support and independent comp process reduce compensation-risk discount, while enhanced compliance focus in FY2025 should support credibility with capital providers .
Key data sources: LFCR DEF 14A (Sept 23, 2024; Sept 18, 2025) and Special Meeting DEF 14A (Feb 27, 2025). See citations inline.