Kenny Myers
About Kenny Myers
Dr. Kenny Myers is an independent director of Mangoceuticals, Inc. (MGRX) serving since October 2022; he was 57 years old as of May 6, 2024 . He chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees, with the Board affirming his independence under Nasdaq and Rule 10A‑3 standards . His background spans healthcare operations and business development; he holds a B.S. in Microbiology (University of Oklahoma, 1989) and a Doctor of Chiropractic degree (Parker University, 1996) . As of the February 18, 2025 proxy reference date, he beneficially owned 11,667 MGRX common shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Living Fit Nation, Inc. | VP, Business Development | Mar 2020 – present (as of May 2024) | Corporate wellness commercial growth; marketing and business development |
| One Health Medical Systems, LLC | VP, Business Development | Mar 2012 – Feb 2020 | Oversaw marketing/advertising strategy and execution |
| Texas Physicians Network | Chief Executive Officer | May 1998 – Mar 2012 | Managed urgent care centers/clinics; healthcare operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International | Director; Audit Committee member | Jan 2022 – Mar 2023 | Board and audit oversight experience |
| Other public company directorships | — | — | None disclosed for Myers; Board disclosure notes only Alex Hamilton holds another public company board (ATXG) |
Board Governance
- Independence: Board determined Dr. Myers is independent; also independent for Audit, Compensation, and Nominating & Corporate Governance Committees under Nasdaq and Rule 10A‑3 .
- Committee assignments and roles:
- Compensation Committee: Chair
- Audit Committee: Member; Audit Committee report signed by Myers as a member
- Nominating & Corporate Governance Committee: Member
- Compensation Committee charter responsibilities include CEO and officer pay review, incentive plan administration, and authority to retain independent advisors subject to independence assessments .
- Audit Committee charter includes oversight of financial reporting, risk management processes, and pre-approval/review of related party transactions; sole authority over external auditor .
- Board risk oversight: directors exercise direct oversight of strategic risks; Audit Committee reviews business/financial reporting risk .
Fixed Compensation
| Component | 2023 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash fees paid to non-executive directors in 2023 |
| Meeting fees | — | Not disclosed |
| Committee chair/member fees | — | Not disclosed |
| Equity grant (director shares) | 75,000 restricted shares (granted 10/14/2022) | Grant to each independent director; vesting: 1/3 on 10/14/2022, 1/3 on 10/14/2023, 1/3 on 10/14/2024; valued at $0.28 per share, total $72,039 (per proxy) |
| Unvested restricted shares (12/31/2023) | 25,000 | For Dr. Myers |
The 2023 director compensation table shows $0 cash and $0 stock awards in 2023; equity grants originated from 2022 offer letters with vesting through 2024 .
Performance Compensation
- Non-employee director performance-based pay metrics (e.g., PSU/TSR, financial KPIs): not disclosed/applicable; the Board notes no specific director compensation policy to date, with expectation of periodic equity and cash compensation “from time to time” .
Other Directorships & Interlocks
- Current public company boards: None for Dr. Myers (only Alex Hamilton holds an external public board at Addentax Group Corp.) .
- Known interlocks with competitors/suppliers/customers: None disclosed for Dr. Myers .
Expertise & Qualifications
- Education: B.S. Microbiology, University of Oklahoma (1989); Doctor of Chiropractic, Parker University (1996) .
- Domain expertise: Healthcare operations, marketing/business development across provider networks and corporate wellness .
- Governance expertise: Compensation Committee Chair; Audit Committee member with exposure to financial reporting and risk oversight (Audit Committee Report signatory) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent Beneficial Ownership |
|---|---|---|
| Dr. Kenny Myers | 11,667 | “*” as denoted in proxy’s percent column |
- Unvested director restricted stock at 12/31/2023: 25,000 for Dr. Myers (from 2022 grant) .
- Company-level alignment policies:
- Equity ownership policy: Company does not have a policy at this time .
- Anti-hedging policy: Short sales discouraged; no current policy prohibiting hedging; intends to implement in the future .
- Clawback: Board adopted a clawback policy effective Oct 2, 2023 per Nasdaq 5608 and SEC Rule 10D‑1; applies to erroneously awarded incentive-based compensation for Covered Officers over a three-year lookback .
Governance Assessment
Key findings
-
Strengths:
- Independent director with healthcare operating background; chairs Compensation Committee and serves on Audit and Nominating committees, supporting board effectiveness and independent oversight .
- Audit Committee report signed by Myers indicates active engagement in 2023 financial statement oversight and auditor independence discussions .
- Clawback policy adopted (effective 10/2/2023), aligning with evolving best practices for executive incentive recovery .
-
Potential risks and red flags:
- No equity ownership guidelines for directors/executives; weak formal “skin-in-the-game” framework .
- No formal anti-hedging prohibition in place (short sales merely discouraged); company plans to implement a policy in the future, but current gap can undermine alignment .
- Related party transaction environment: multiple loans and arrangements involving the CEO and affiliated entities; although the Audit Committee (which includes Myers) is charged with reviewing RPTs, the recurring nature of insider financing elevates perceived conflict risk and reliance on rigorous committee oversight .
- Concentration of control initiatives: special meeting proposals to issue substantial equity and super-voting shares in Mango & Peaches to the CEO (potential majority control over subsidiary operations), and a detailed $10 million milestone bonus framework; these governance dynamics heighten the need for robust independent director challenge and compensation oversight (Myers as Comp Committee Chair is central here) .
Implications for investors
- Myers’ committee leadership and independence provide a positive check on pay and related party matters, but the company’s policy gaps (ownership, hedging) and concentrated control initiatives around the CEO create governance overhangs that can affect investor confidence. Sustained scrutiny of Compensation Committee decisions and Audit Committee handling of RPTs will be critical as the Mango & Peaches structure evolves .
Appendix: Documented Details
Committee Assignments and Roles
| Committee | Role | Independence Confirmation |
|---|---|---|
| Compensation | Chair | Board determined independent; Comp Committee members are independent and “non‑employee directors” |
| Audit | Member; signatory to Audit Committee Report | Board determined independent; Audit Committee fully independent |
| Nominating & Corporate Governance | Member | Board determined independent |
Director Compensation (2023 and Grant History)
| Metric | Value | Source |
|---|---|---|
| 2023 cash fees | $0 | |
| 2023 stock awards | $0 | |
| 2022 director equity grant | 75,000 restricted shares; vesting 1/3 each on 10/14/2022, 10/14/2023, 10/14/2024 | |
| Grant valuation (proxy-stated) | $0.28/share; total $72,039 | |
| Unvested shares at 12/31/2023 | 25,000 |
Beneficial Ownership
| Holder | Shares | Notes |
|---|---|---|
| Dr. Kenny Myers | 11,667 | As reported in 2025 Special Meeting proxy table; percent column marked “*” |
Policies and Governance Framework
- Ownership guidelines: None currently .
- Hedging: No current prohibition; short sales discouraged; plan to implement policy .
- Clawback: Adopted Oct 26, 2023 (effective Oct 2, 2023) per SEC/Nasdaq rules .
- RPT oversight: Audit Committee pre-approves and reviews related party transactions; charter empowers auditor oversight and legal/compliance review .
- RPTs involving CEO/affiliates (contextual governance environment): multiple loans/advances in 2024 and historical affiliate funding arrangements .
Special Meeting Proposals (Context)
- Proposals seeking shareholder approval for series of actions, including equity issuance and super-voting preferred in Mango & Peaches to the CEO; potential for CEO majority control over subsidiary assets/operations and milestone bonus up to $10 million (with detailed performance triggers) .