Amanda Hammer
About Amanda Hammer
Amanda Hammer was appointed Chief Operating Officer of Mangoceuticals (MGRX) effective May 1, 2023; she previously led e‑commerce starting October 2022. At appointment she was 37; she holds dual BAs (Graphic Design and Communication Studies, University of Iowa) and a Negotiation & Leadership Certificate from Harvard Law School, with recent leadership training via the Texas Women’s Foundation Leadership Institute . Her role centers on scaling operations, optimizing e‑commerce, and cross‑functional oversight (marketing, web, HR, compliance, communications). The company does not disclose TSR, revenue growth, or EBITDA growth performance metrics tied to her pay; annual bonuses are discretionary with no fixed performance goals established to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mangoceuticals (MGRX) | Director of e‑Commerce | Oct 2022–May 2023 | Instrumental in launching and optimizing MangoRx’s e‑commerce platform |
| D Magazine Partners (Dallas) | Chief Operating Officer | Dec 2021–Sep 2022 | Led operations; scaling and process optimization in a multimedia firm |
| D Magazine Partners | Audience Development & Digital Operations Director | Jul 2019–Nov 2021 | Grew audiences, improved digital operations |
| D Magazine Partners | Audience Development Director | Aug 2018–Jun 2019 | Built audience strategy and execution |
| Liberty Mutual | Sales Consultant | Feb 2018–Jul 2018 | Sales process execution |
| McKissock LLC | Director of Membership & Product Development | Oct 2014–Oct 2017 | Product development and membership growth |
| The Institute for Luxury Home Marketing | Training & Membership Director | Aug 2008–Sep 2014 | Training programs and membership management |
External Roles
| Organization | Role/Status | Notes |
|---|---|---|
| Texas Women’s Foundation | Member; Leadership Institute Graduate | Recent graduate of leadership program |
| MetroTex Young Professionals Network | Member | Industry network participation |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $105,417 | $150,000 (contracted annual base) |
| Target Bonus (%) | 100% of base | 100% of base |
| Actual Cash Bonus ($) | Not disclosed/none shown in summary table | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus | Discretionary | Target 100% of base | Determined by Compensation Committee; no fixed goals established | Paid no later than Mar 15 following year |
| Equity bonus eligibility | Discretionary | N/A | Committee/Board discretion | Per plan/award agreements |
The Employment Agreement allows performance goals to be set but does not require them; until established, bonus/equity are wholly discretionary .
Equity Grants and Vesting
| Grant Type | 2023 | 2024 | Key Terms |
|---|---|---|---|
| RSU/Stock award | 75,000 sign‑on shares, vested at grant | 100,000 fully‑vested shares (issued Jun 3, 2024) | Issued under 2022 Equity Plan |
| Stock options (original terms) | 150,000 granted @ $1.10; vest 50,000 on May 1 of 2024/2025/2026; expire May 1, 2033 | Continues vesting per schedule | 3‑month post‑termination exercise (except death/disability 12 months) |
Vesting schedule specifics:
- Options vest 50,000 on each of May 1, 2024; May 1, 2025; May 1, 2026, subject to continued service and agreement in force .
- After the 1‑for‑15 reverse split (Oct 16, 2024), beneficial ownership disclosures reflect adjusted counts: 3,333 options exercisable and 6,667 unvested @ $16.50 as of the 2025 record date .
Equity Ownership & Alignment
| Ownership Measure | As of Record/Period | Value/Detail |
|---|---|---|
| Beneficial common shares | Feb 13, 2025 (proxy record date) | 15,001 shares; <1% ownership |
| Options – exercisable | Feb 13, 2025 | 3,333 @ $16.50 |
| Options – unvested | Feb 13, 2025 | 6,667 @ $16.50 (scheduled vesting May 1, 2025 and May 1, 2026) |
| Shares pledged/hedged | Not disclosed; company has no current anti‑hedging policy (short sales discouraged; policy planned) | |
| Ownership guidelines | Company has no equity ownership policy at this time | |
| Clawback policy | Nasdaq Rule 5608‑compliant clawback adopted Oct 26, 2023; applies to executive officers |
Employment Terms
- Term and renewal: Initial 3‑year term from May 1, 2023 through May 1, 2026; auto‑renews for 1‑year periods unless either party gives 60‑day non‑renewal notice .
- Non‑compete and non‑solicit: 12‑month post‑termination non‑compete within US on restricted products/services; 12‑month non‑solicit of customers and employees .
- Severance economics:
- Death/disability: Lump‑sum of accrued base salary + prior year unpaid bonus + pro‑rata current year target bonus; unvested equity vests; options exercisable up to 90 days (or earlier expiry) .
- Termination by company for cause or by executive without Good Reason/non‑renewal: Accrued base salary only; unvested equity forfeited .
- Termination by executive for Good Reason or by company without Cause: Accrued base salary + prior year unpaid bonus + lump‑sum Severance Payment = (current base + target bonus) × (Severance Months/12); company pays COBRA contributions for Severance Months; unvested equity vests; options exercisable up to 90 days (or earlier expiry) .
- Severance Months scale: 3 (<1yr), 6 (1–<2yrs), 9 (2–<3yrs), 12 (>3yrs) .
- Clawbacks: Subject to company clawback policy pursuant to SEC Rule 10D‑1/Nasdaq 5608 .
- Related party/independence: No familial relationships; not a participant in related party transactions requiring Item 404(a) disclosure .
Multi‑Year Compensation Summary
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $105,417 | N/A (not reported; base set at $150,000 by contract) |
| Stock awards ($) | $75,000 (75,000 shares sign‑on) | 100,000 shares issued (amount as shares; value not disclosed in 8‑K) |
| Option awards ($) | $149,014 | N/A (no 2024 option grant disclosed) |
| Total ($) | $329,431 | N/A |
Risk Indicators and Red Flags
- Pay‑for‑performance: Annual bonuses and equity are discretionary without pre‑set performance goals, indicating weaker explicit pay‑performance linkage .
- Post‑termination vesting: Immediate vesting of unvested equity upon Good Reason or no‑Cause termination could accelerate realizable pay .
- Non‑compete scope: Limited to 12 months; potential portability of know‑how post‑employment .
- Governance policies: No equity ownership requirement; anti‑hedging policy not yet implemented (short sales discouraged) .
- Insider selling pressure: Scheduled option vesting dates (May 1, 2025; May 1, 2026) represent potential supply events if exercised/sold; no Form 4 data assessed here .
Compensation Committee and Governance Context
- Compensation Committee: Independent directors Dr. Kenny Myers (Chair) and Lorraine D’Alessio oversee executive compensation and plan administration .
- Equity Plan: 2022 Equity Incentive Plan with evergreen increases and authority to grant multiple award types; Second Amendment (Feb 2025) sought to expand share reserve given limited availability .
Investment Implications
- Alignment: Absence of defined performance metrics, lack of ownership guidelines, and permissive vesting at termination point to softer pay‑performance alignment; clawback adoption mitigates restatement risk .
- Retention risk: Severance months scale and 12‑month non‑compete provide moderate retention protections; immediate vesting on Good Reason/no‑Cause may reduce stickiness of unvested equity .
- Trading signals: Upcoming option vesting milestones (post‑split equivalents reflected in 2025 proxy) could be watchpoints for potential insider liquidity, subject to any blackout windows and personal decisions .
- Governance: Independent Compensation Committee and Nasdaq‑compliant clawback support governance; however, the lack of anti‑hedging and ownership policies may concern investors prioritizing alignment .
Note: All facts above come from SEC filings and company documents; MGRX has not disclosed TSR or operating performance metrics linked to Hammer’s compensation.