Barbara Ryan
About Barbara Ryan
Barbara Ryan is an independent director of NAYA, serving as Compensation Committee Chair and as a member of the Audit and Nominating & Governance Committees; the Board has affirmatively determined her independence under Nasdaq rules . She attended 100% of Board meetings in 2023 and 2024, signaling strong engagement . She participated in merger diligence as a director of Legacy INVO prior to NAYA’s business combination, confirming favorable findings to the Board in September 2023 . Age and education are not disclosed in this proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INVO Bioscience (Legacy INVO) | Director | At least Aug–Sep 2023 | Conducted additional diligence on proposed NAYA merger; confirmed favorable findings on Sept 15, 2023 |
External Roles
- No other public company directorships disclosed in this proxy filing .
Board Governance
- Independence: Board determined Barbara Ryan is independent alongside Trent Davis, Mathew Szot, and Rebecca Messina; CEO Steven Shum is not independent .
- Committee assignments (current):
- Compensation Committee: Chair (Ryan); oversight of executive and director pay; charter available on company website; 1 meeting in 2023, none in 2024 .
- Audit Committee: Member; committee held 4 meetings in 2023 and 6 in 2024 .
- Nominating & Governance Committee: Member; 1 meeting in 2023, none in 2024 .
- Attendance: Each Board member attended 100% of meetings in 2023 and 2024 .
- Risk oversight: Audit oversees financial risk, controls, and related person transactions; Board oversees strategic risk and governance .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $49,375 | $52,500 |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $24,820 | $0 |
| All other compensation ($) | $0 | $0 |
| Total ($) | $74,195 | $52,500 |
| Cumulative deferred director fees (as of 12/31/2024) | $91,675 | $91,675 |
- Directors may be reimbursed for reasonable expenses (travel, seminars, special board-related expenses) .
Performance Compensation
| Equity Compensation Metrics (Plan Terms) | Value / Rule |
|---|---|
| Option exercise price (non-ISO) | Not less than 20% of fair market value on grant date (per plan) |
| ISO exercise price | Not less than 100% of fair market value (110% if ≥10% owner) |
| Vesting | At least 20% per year over 5 years, except options to non‑employee directors/managers/consultants may become fully exercisable subject to reasonable conditions |
| Option term (max) | 10 years from grant |
- No stock awards to Barbara Ryan in 2023–2024; option award fair value granted to directors in 2023 included $24,820 for Ryan; none in 2024 .
Other Directorships & Interlocks
- No additional public company boards for Barbara Ryan disclosed in the proxy; no interlocks or shared directorships with competitors/suppliers/customers identified in this filing .
Expertise & Qualifications
- Financial literacy; qualified to serve on Audit Committee under Nasdaq and SEC Rule 10A-3 standards .
- Compensation governance leadership as Committee Chair .
- Demonstrated merger diligence engagement at Legacy INVO in 2023 .
- Board-approved Code of Conduct and governance structures in place; codes and charters available on company websites noted in the proxy .
Equity Ownership
| Metric | As of Jan 24, 2025 |
|---|---|
| Shares beneficially owned | 7,147 |
| Options exercisable within 60 days | 5,567 |
| Ownership % of common stock | 0.10% |
| Total common shares outstanding (reference) | 7,087,796 |
| Pledging/hedging disclosure | Not disclosed in proxy |
Governance Assessment
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Strengths:
- Independence affirmed; serves as Compensation Chair and on Audit and Nominating & Governance Committees, enhancing oversight across pay, financial reporting, and director selection .
- 100% Board meeting attendance in 2023 and 2024 indicates strong engagement .
- Participated in merger diligence and confirmed favorable findings, suggesting active involvement in strategic transactions .
- Audit Committee monitors related person transactions; no Ryan-specific related-party transactions disclosed .
-
Pay and alignment signals:
- 2024 compensation entirely cash; no equity awards in 2024; 2023 included an option award ($24,820), indicating limited at-risk equity recently .
- Deferred director fees of $91,675 (cumulative) suggest willingness to support liquidity but also underscore the company’s cash constraints, which can affect board compensation reliability and independence optics .
-
Red flags / risks to investor confidence:
- Company disclosed going concern risk and need for additional funding; board fees and other related payables outstanding, which may pressure governance and compensation practices in the near term .
- Post‑election committee reconstitution could leave the Audit Committee temporarily without an “audit committee financial expert,” elevating financial reporting oversight risk; Ryan is an Audit member but not designated the financial expert .
- Small direct common ownership (0.10%) may limit “skin‑in‑the‑game,” although she holds exercisable options within 60 days .
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Related-party exposure:
- No related-party transactions involving Barbara Ryan disclosed; audit committee policies require review/approval of covered related-party transactions .