Dayton Judd
LifevantageAbout Dayton Judd
Dayton Judd, 54, has served as an independent director of LifeVantage (LFVN) since February 2024 and currently chairs the Audit Committee; the Board has designated him an “audit committee financial expert.” He is Chairman and CEO of FitLife Brands (FTLF), founder/Managing Member of Sudbury Capital Management, a former portfolio manager at Q Investments, and a former McKinsey consultant; he is a CPA with an MBA (Baker Scholar) from Harvard and MS/BS in Accounting from BYU . He was appointed to the LFVN Board pursuant to a February 14, 2024 Cooperation Agreement with shareholder parties (including Judd and affiliates), and the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q Investments, L.P. | Portfolio Manager | 2007–2011 | Managed multi-billion-dollar hedge fund investments |
| McKinsey & Company | Various positions | 1996–1998; 2000–2007 | Strategy/operations advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FitLife Brands, Inc. (FTLF) | Chairman; Chief Executive Officer; Director | Director since 2017; CEO since 2018 | Leads a nutritional supplements company |
| Sudbury Capital Management, LLC | Founder & Managing Member | Since 2012 | Investment advisory leadership |
| Optex Systems Holdings, Inc. (OPXS) | Director; Audit Committee Chair | Since Oct 2022 | Audit Committee Chair |
Board Governance
- Independence and service: The Board determined Judd is independent under Nasdaq rules; he joined the Board in February 2024 under a Cooperation Agreement and was nominated for election thereafter .
- Committee assignments and roles:
- Audit Committee: Chair; members include Anbalagan, Lewis, Judd, Mauro; Judd qualifies as an “audit committee financial expert” under SEC rules; Audit met 4 times in FY2025 .
- Nominating & Corporate Governance Committee: Member (Chair: Latham); met 5 times in FY2025 .
- Compensation Committee: Not a member (members: Latham, Beindorff, Lewis (Chair), Mauro); met 9 times in FY2025 .
- Attendance and engagement: Board held 6 meetings; each current director attended at least 75% of Board and assigned committee meetings; all seven directors serving as of last year’s annual meeting attended that meeting .
- Audit Committee Report: As Chair, Judd signed the Audit Committee Report recommending inclusion of audited financials and affirming auditor independence oversight .
- Shareholder engagement context: The Board cited refreshment with additions of Judd (finance/health experience) and Anbalagan (technology) and disclosed responsiveness on compensation design and capital allocation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $71,669 | Actual cash received in FY2025 |
| Annual Board Chair monthly retainer | $7,000/month | Program term (not applicable to Judd) |
| Audit Committee Chair monthly retainer | $6,667/month | Applicable to Judd as Audit Chair |
| Compensation Committee Chair monthly retainer | $6,250/month | Program term |
| Nominating & Governance Chair monthly retainer | $5,833/month | Program term |
| Other non-employee director monthly retainer | $5,000/month | Base director retainer |
Performance Compensation
| Equity Award | Grant Value (FY2025) | Shares Outstanding (Unvested RS) as of 6/30/2025 | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Restricted Stock | $107,668 | 7,819 | Single installment on one-year anniversary of grant; mid-year appointments typically pro-rated | None (time-based RS; directors’ annual grant sized as $105,000 ÷ 10-day avg price) |
Notes: No director option grants were outstanding for non-employee director nominees as of Sept. 15, 2025 (director options not used under the 2017 Plan for non-employee directors) .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| FitLife Brands (FTLF) | Chairman; CEO; Director | External operating role; no LFVN interlocks disclosed . |
| Optex Systems (OPXS) | Director; Audit Chair | External audit oversight role; no LFVN interlocks disclosed . |
| Sudbury Capital Management | Founder & Managing Member | Investment advisory role . |
- Related-party/activism context: Judd is a party to LFVN’s February 14, 2024 Cooperation Agreement with stockholder parties; those parties and affiliates hold >5% of LFVN; customary standstill and voting commitments apply through the termination framework disclosed .
Expertise & Qualifications
- CPA; designated LFVN Audit Committee financial expert; deep finance/audit oversight capabilities .
- Operating CEO/Chairman in nutritional supplements (FitLife); prior hedge fund PM; extensive strategy background (McKinsey); MBA (HBS Baker Scholar); MS/BS Accounting (BYU) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Unvested Restricted Shares | Notes |
|---|---|---|---|---|
| Dayton Judd | 782,956 | 6.17% | 7,819 | Percent based on 12,693,971 shares outstanding as of Aug. 31, 2025; table reports Judd’s beneficial holdings . |
| Pledged/Hedged Shares | Not disclosed | — | — | No pledging/hedging disclosure specific to Judd in proxy; Board maintains code and insider trading policy oversight via committees . |
| Options | None disclosed for directors | — | — | No non-employee director options outstanding in the plan usage table . |
| Director Ownership Guidelines | 5x annual base cash compensation; retain “net shares” until met | — | — | Applies to all non-employee directors; compliance status for individuals not disclosed . |
Governance Assessment
-
Positives
- Independent Audit Chair and SEC-defined financial expert, with robust finance and operating credentials; strengthens financial reporting oversight and risk management at LFVN .
- Material ownership (6.17%) aligns interests with shareholders and enhances accountability .
- Board/committee attendance thresholds met; active committee cadence (Audit 4x; Nominating 5x; Compensation 9x; Board 6x) suggests engaged governance .
- Board responsive to investor feedback: increased PRSU weighting (60/40), added adjusted EBITDA metric to PRSUs, and advanced board composition disclosures; Say-on-Pay approval improved to >73% (from ~67%) indicating progress yet room to improve .
-
Watch items / potential conflicts
- Cooperation Agreement with Judd and affiliated stockholders introduces activism footprint and influence dynamics; standstill and board nomination commitments run to FY2027 timelines—important for governance continuity and independence optics .
- Potential competitive overlap: Judd is CEO/Chairman of FitLife Brands (nutritional supplements) while LFVN operates in wellness/supplements; Board’s Conflicts Policy prohibits competitive roles without approval—monitor Board oversight and any recusals; no related-party transactions disclosed beyond the Cooperation Agreement .
- Director equity is time-based RS (no performance conditions), which is standard for directors but provides less performance sensitivity versus PRSUs; investors may weigh this against Judd’s substantial share ownership for alignment .
-
Say-on-Pay & shareholder feedback
- Say-on-Pay support: >73% in FY2025 (up from ~67% prior year); Compensation Committee changed mix to 60% PRSUs/40% RSUs and added adjusted EBITDA as a metric for FY2026, reflecting investor input .
RED FLAGS to monitor:
- Activism-related Cooperation Agreement (governance and influence risk) .
- Sector overlap with external CEO role at FitLife (conflict risk mitigated by Board policy; ensure ongoing compliance and disclosure) .
- Any emergence of related-party transactions beyond the Cooperation Agreement (none disclosed to date) .