John Strawn Jr.
LifeMDAbout John R. Strawn, Jr.
Independent director since 2011; age 64. Founding and managing partner of Strawn Pickens LLP (Houston) with 35+ years of complex commercial litigation experience; previously co-managing partner at Cruse Scott Henderson & Allen LLP and attorney at Andrews & Kurth LLP. Education: JD with Honors, University of Texas Law School; BA cum laude, Dartmouth College . The Board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strawn Pickens LLP | Founding Partner; Managing Partner | Since 2010; managing partner for past 15 years | Complex commercial litigation; IP portfolio knowledge |
| Cruse Scott Henderson & Allen LLP | Co-Managing Partner | Since 1992 | Litigation leadership |
| Andrews & Kurth LLP | Attorney | Prior to 1992 | Litigation practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in past 5 years |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Corporate Governance (Chair); independent director .
- Audit Committee financial expert: Roberto Simon (not Strawn) .
- Attendance: Board met 6x (2024); Audit 9x; Compensation 9x; Nominating 1x; no director attended <75% of meetings; all directors attended 2024 annual meeting .
- Lead independent director: None; independent-only sessions available on request; anti-hedging policy prohibits hedging by directors .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member | — |
| Compensation | Member | Chair |
| Nominating & Corporate Governance | Member | Chair |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Quarterly director fee | $20,625 per quarter | Increased effective Q3 2024 |
| Prior quarterly fee | $7,500 per quarter | Under Aug 25, 2023 agreement |
| FY2024 cash fees earned | $56,250 | Director Compensation Table (2024) |
Performance Compensation
| Grant Type | Grant Date | Shares/Value | Vesting | Rationale/Notes |
|---|---|---|---|---|
| Restricted shares | Aug 25, 2023 | 50,000 | Vested immediately | Chair of Compensation and Nominating committees |
| Restricted shares (Chair grant) | Dec 2, 2024 | 2,641 | Vested immediately | Service as Chair of Nominating & Governance |
| Restricted shares (annual board service) | Dec 2, 2024 | $140,000 of restricted shares (24,648 shares) | Vests in full Jun 1, 2025 | Valued on 30-day VWAP; 2024–2025 service |
| Restricted shares (additional) | Dec 2, 2024 | 30,000 | Vested immediately | Fourth renewed director agreement |
| Future annual grants (subject to renomination) | 2025–2027 | $140,000 per year | As granted at annual meetings | Contingent on renomination |
| FY2024 stock awards (ASC 718 fair value) | FY2024 | $374,670 | — | Director Compensation Table |
The company states it does not currently grant stock options to employees or directors, indicating a shift to restricted stock; Strawn’s outstanding options reflect legacy awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (last 5 years) | None disclosed for Strawn |
| Interlocks/affiliations | Strawn Pickens LLP holds 60,000 LFMD shares; Strawn has shared voting/dispositive power over these shares |
| Related-party transactions | No Strawn-specific related-party transactions disclosed; Audit Committee reviews all RPTs |
Expertise & Qualifications
- Board Certified in Civil Trial Law; member of American Board of Trial Advocates and International Society of Barristers; Life Fellow of Texas and Houston Bar Foundations; AV Rated; Texas “Super Lawyer” since 2005 .
- Legal expertise across contract, employment, insurance, and intellectual property; deep knowledge of LFMD’s IP portfolio .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 570,636 shares (1.29% of outstanding) | As of Apr 23, 2025; 43,968,450 shares outstanding |
| Direct shares | 365,988 | Held by Strawn |
| Indirect (Strawn Pickens LLP) | 60,000 | Shared voting/dispositive power |
| Options (exercisable) | 100,000 @ $2.00; 20,000 @ $1.75 | Presently exercisable within 60 days |
| Restricted shares (unvested) | 24,648 | To vest within 60 days of Apr 23, 2025 |
| Pledged shares | Not disclosed | No pledging disclosure found |
Shareholder Voting (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| John R. Strawn, Jr. | 16,887,406 | 5,167,082 | 9,704,772 |
All proposals approved; auditor ratification passed with 31,541,717 For, 38,368 Against, 179,175 Abstained .
Insider Trades and Filings
| Date | Filing | Detail |
|---|---|---|
| Dec 5, 2024 | Form 4 (administrative error noted) | Reported grants on Dec 2, 2024: 30,000 restricted shares (immediate), 2,641 restricted shares (immediate), and 24,648 restricted shares |
Compensation Committee Analysis
- Composition: Strawn chairs Compensation; members include Simon (member) and DiTrolio (member per committee table) .
- Authority: May select and retain independent compensation consultants, counsel, and advisors; oversees director compensation and clawback policy administration .
- Structure signals: Move away from options to restricted shares; quarterly cash retainers increased substantially in 2024; multi-year $140,000 annual restricted-share grants contingent on renomination .
Governance Assessment
- Positives:
- Long-standing independent director with deep legal and IP expertise; chairs two key committees and serves on Audit .
- Strong engagement and attendance; no <75% attendance; robust committee cadence .
- Anti-hedging policy for directors; meaningful personal stake (1.29% beneficial ownership) aligning incentives .
- Watch items / potential red flags:
- Elevated “withheld” votes versus some peers (5.17M withheld), similar levels to Audit Chair Simon (5.24M), may reflect investor scrutiny of committee oversight or pay practices .
- Company-level material weaknesses in internal control over financial reporting (ITGCs and IPE controls); as Audit member, oversight expectations are heightened .
- Administrative delays in Section 16 filings (Form 4 filed Dec 5 for Dec 2 grants, noted as administrative error) — minor process risk but disclosed .
- Significant director equity grants and increased cash fees (up to $20,625 per quarter) can raise pay-for-service scrutiny; however, grants are time-based and disclosed with vesting schedules .
No Strawn-specific related-party transactions disclosed; Strawn Pickens LLP shareholdings are transparent with shared voting power noted . Audit Committee charter covers RPT pre-approval and oversight .
Appendix: Committee Meeting Counts (2024)
| Body | Meetings |
|---|---|
| Board | 6 |
| Audit Committee | 9 |
| Compensation Committee | 9 |
| Nominating & Corporate Governance Committee | 1 |