Dayton Judd
About Dayton Judd
Dayton Judd (53) is an independent director at Optex Systems Holdings (OPXS), serving since October 2022 and chairing the Audit Committee as the Board-designated “audit committee financial expert.” He is founder and Managing Partner of Sudbury Capital Management, Chairman & CEO of FitLife Brands (NASDAQ: FTLF), and a director at LifeVantage (NASDAQ: LFVN). He holds B.S. and M.S. degrees in Accounting from Brigham Young University and an M.B.A. (Baker Scholar) from Harvard Business School; he is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q Investments (multi-billion dollar hedge fund) | Portfolio Manager | 2007–2011 | Portfolio management/investing |
| McKinsey & Company | Consultant | 1996–1998; 2000–2007 | Strategy/operations advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FitLife Brands (NASDAQ: FTLF) | Chairman & CEO; Director | Director since Jun 2017; CEO since Feb 2018 | Public company leadership |
| LifeVantage (NASDAQ: LFVN) | Director | Current | Public company directorship |
| RLJ Entertainment (NASDAQ: RLJE) | Director | 2015–2018 | Served until sale of the company |
| Otelco (NASDAQ: OTEL) | Director | 2019–2021 | Served until sale of the company |
| Sudbury Capital Management | Founder & Managing Partner | Current | Investment firm leadership |
Board Governance
- Independence and roles: OPXS board has three independent directors (all except CEO/Chairman Danny Schoening). Judd is independent, Audit Committee Chair, and the Board’s “audit committee financial expert.” Other committees: Compensation (Chair Dale Lehmann) and Nominating (Chair Rimmy Malhotra); all three committees are comprised solely of independent directors (Judd, Malhotra, Lehmann) .
- Meetings and attendance: In FY 2024 the Board held 5 meetings (plus 1 unanimous written consent), Audit Committee met 4 times; all directors attended at least 75% of Board and committee meetings. All four directors attended the 2024 Annual Meeting of Shareholders .
- 2025 director election support: Judd received 3,886,603 “For” votes vs. 105,784 “Withhold” (broker non-votes 1,736,928), and was re-elected. Say-on-pay (advisory) passed 3,420,567 For / 123,022 Against / 448,798 Abstain. Auditor ratification passed 5,637,056 For / 297 Against / 91,962 Abstain .
Fixed Compensation
| Fiscal Year (end) | Cash Retainer | Notes |
|---|---|---|
| FY 2024 (Sep 29, 2024) | $36,000 | Director fees paid quarterly |
| FY 2023 (Oct 1, 2023) | $36,000 | Director fees paid quarterly |
| 2025 Program (effective Jan 1, 2025) | $44,000 | Approved Nov 5, 2024 for independent directors |
Performance Compensation
| Grant/Period | Award Type | Shares / Fair Value | Vesting | Plan/Notes |
|---|---|---|---|---|
| FY 2024 compensation expense | Stock awards recognized | $69,525 | N/A (expense recognition) | Restricted shares; director portion per FASB ASC 718 |
| FY 2023 compensation expense | Stock awards recognized | $38,625 | N/A (expense recognition) | Restricted shares; director portion per FASB ASC 718 |
| May 9, 2023 | Restricted Stock (Judd specific) | 40,000 shares; grant-date fair value $124,000 | 50% on Jan 1, 2024; 50% on Jan 1, 2025 (fully vested by Jan 10, 2025) | Granted outside the 2023 Equity Incentive Plan |
| Nov 5, 2024 (for 2025) | Restricted Stock (independent directors) | $66,000 under 10-day VWAP; 7,600 shares | 100% vests Jan 1, 2026 | Granted under 2023 Equity Incentive Plan |
| Change-of-control terms (Plan-level) | Plan treatment | Single-trigger vesting/cash-out rights for options/RSUs/SARs; prorated treatment for performance units | On “change of control,” unvested RS/RSU vest; cash-out rights within 60 days (per 2023 Plan) | Applies to awards under the 2023 Plan, which covers non-executive directors |
- Equity design: Director equity awards are time-vested restricted stock (no disclosed performance metrics for directors). The 2025 award increases equity weight with a one-year cliff to Jan 1, 2026 .
- Hedging policy: Company prohibits hedging by insiders (alignment-positive) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with OPXS |
|---|---|---|
| FitLife Brands (FTLF) | Consumer health/nutrition | No OPXS related-party transactions disclosed |
| LifeVantage (LFVN) | Consumer health | No OPXS related-party transactions disclosed |
| RLJ Entertainment (prior) | Media/entertainment | Historical service; no OPXS related-party transactions disclosed |
| Otelco (prior) | Telecom | Historical service; no OPXS related-party transactions disclosed |
No Item 404 related-party transactions were disclosed for directors or executives; none indicated for Judd or his affiliated entities .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and designated “audit committee financial expert”; CPA .
- Strategic/operational: Public-company CEO (FitLife), extensive board experience, prior McKinsey consulting background .
- Capital markets/investing: Founder of Sudbury Capital; prior PM at Q Investments .
- Education: BYU (B.S./M.S. Accounting), Harvard Business School (MBA, Baker Scholar) .
Equity Ownership
| Holder | Form of Ownership | Shares | Notes |
|---|---|---|---|
| Dayton Judd – Direct | Direct (of which restricted) | 47,600 (incl. 7,600 restricted) | As of Jan 10, 2025 |
| Dayton Judd – IRA | Indirect (IRA) | 25,000 | As of Jan 10, 2025 |
| Sudbury Capital Fund, LP | Indirect via Fund (beneficially owned) | 804,383 | Judd is managing member/GP affiliate; see Schedule 13D/A relationships |
| Total beneficial ownership | Aggregate | 876,983 | 12.7% of outstanding common shares (6,896,738) as of Jan 10, 2025 |
- Company-wide insider/management ownership: Directors and officers as a group (5 individuals) owned 2,155,620 shares (30.3%) as of Jan 10, 2025 .
- Pledging/hedging: Hedging prohibited by policy; no pledging disclosure noted for Judd .
Governance Assessment
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Strengths
- Independent Audit Chair with CPA credentials and explicit “financial expert” designation; Audit Committee met 4x in FY 2024—a good cadence for a small-cap defense supplier .
- High engagement: Board met 5x; all directors met ≥75% attendance; all directors attended the 2024 Annual Meeting .
- Strong shareholder support: Re-elected with a wide margin (3.89M For vs. 0.11M Withhold); say-on-pay passed with comfortable support .
- Skin-in-the-game: Significant beneficial ownership (12.7%), aligning interests with shareholders .
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Watch items / potential conflicts
- Concentrated ownership and fund affiliation: Judd beneficially owns 12.7% including via Sudbury Capital Fund; while alignment-positive, such significant influence warrants ongoing monitoring for potential conflicts in contested matters. No related-party transactions are disclosed under Item 404 .
- Multi-role time commitments: Concurrent CEO/Chair of FTLF and director at LFVN. No attendance shortfalls disclosed at OPXS, but continued monitoring of engagement is prudent .
-
Compensation structure signals
- Director pay tilt to equity persists. For FY 2024, Judd’s stock award expense recognized exceeded cash fees; 2025 program raises cash retainer to $44k and adds $66k in one-year cliff RS, maintaining equity orientation. No performance-conditioned director equity metrics are disclosed (time-based RS only) .
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Policies and controls
- Prohibitions on hedging by insiders; committee charters available; no disclosable related-party transactions—supportive of governance hygiene .
RED FLAGS: None disclosed regarding related-party transactions, option repricings, pledging, or low attendance. Continue to monitor for any future transactions involving Sudbury-related entities and for sustained meeting attendance and committee activity levels .