Stuart Hollenshead
About Stuart Hollenshead
Stuart Hollenshead, age 41, was appointed Chief Operating Officer of ProPhase Labs on February 17, 2025, and transitioned back to a marketing consultant role effective July 31, 2025 . He holds a bachelor’s degree from Bucknell University and brings 15+ years of operating experience in media, e-commerce, and subscription-driven businesses, including leadership roles at Barstool Sports, Business Insider, TheStreet, and WWE . Prior to ProPhase, he helped drive audience and monetization growth culminating in Barstool’s acquisition by Penn Entertainment, and led scaled DTC initiatives across subscriptions, e-commerce, and partnerships . At ProPhase, his compensation emphasized at-risk equity via a 500,000-share inducement option with multi-year vesting, plus a discretionary annual bonus tied to company and individual performance, aligning incentives with execution while retaining at-will employment flexibility .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Barstool Sports | EVP Growth → COO & CBO | 2018–2024 | Led multi-pronged monetization (subscriptions, e-commerce, partnerships) and scaled audience/revenue ahead of acquisition by Penn Entertainment |
| Business Insider | Growth/Subscriptions leadership | Pre-2015 | Helped lead audience and subscription growth ahead of acquisition by Axel Springer |
| TheStreet | DTC Subscription lead | Prior to BI | Scaled direct-to-consumer subscription business to ~$30M and pioneered AI-driven content automation |
| WWE | Product/Platform initiatives | Prior | Drove product monetization and platform migrations; WWE Network reached nearly 2M paying subscribers |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 10PM Curfew | Chief Executive Officer (previously CRO) | 2024–present | One of the largest female-centric digital platforms (70M+ audience); leverages content, creators, and TikTok Shop for brand growth |
Fixed Compensation
| Component | Amount/Terms | Effective date | Notes |
|---|---|---|---|
| Base salary | $190,000 per annum | 2025-02-17 | Paid biweekly; at-will employment |
| Benefits | Eligible per company plans | 2025-02-17 | Standard plan eligibility |
| Vacation | 3 weeks per 12 months | 2025-02-17 | Plus scheduled holidays |
| Annual bonus eligibility | Discretionary; based on company and individual performance | 2025-02-17 | No target % or metrics disclosed |
Performance Compensation
| Instrument | Grant date | Quantity/Strike | Vesting schedule | Expiration | Performance metrics | Payout/Status |
|---|---|---|---|---|---|---|
| Inducement Non-Qualified Stock Option | 2025-02-17 | 500,000 options @ $0.60 | 25% at grant (125,000), then 25% on 1st, 2nd, 3rd anniversaries (125,000 each) subject to continued “Employment” (includes service as employee, consultant, or director) | 7 years from grant (earliest of conditions in agreement) | None specified (time-based vesting; Committee may accelerate on Change of Control) | Discretionary annual bonus separate; no PSU/RSU terms disclosed |
Detailed mechanics:
- Exercise window on termination: death/disability = 1 year; company without cause = 30 days; for cause or resignation = on termination date; however, continued service as a consultant counts as “Employment,” preserving vesting and exercisability during such service .
- Committee may accelerate vesting upon Change of Control and may cancel out-of-the-money options for no consideration .
- Option recovery/clawback-like provision allows forfeiture/recoupment for cause or restrictive covenant breaches within 6 months post-service .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (shares) | Not disclosed in proxy tables for Hollenshead; 2025 special proxy lists certain officers/directors but not Hollenshead specifically . |
| Option holdings | 500,000 options @ $0.60; 125,000 vested at grant; 125,000 scheduled to vest on each of the next three anniversaries, subject to continued service . |
| Exercisable vs. unexercisable | Time-based; exercisability per vesting; termination provisions as above . |
| Pledging/hedging | No disclosures regarding pledging or hedging by Hollenshead . |
| Ownership guidelines | No specific executive stock ownership guidelines disclosed for Hollenshead in available filings . |
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; full-time COO effective 2025-02-17 . |
| Transition | Resigned as COO effective 2025-07-31; resumed prior role as marketing consultant . Under the option agreement, “Employment” includes consultant service, supporting continued vesting while consulting . |
| Start date | 2025-02-17 (COO) . |
| Severance | Not disclosed; offer letter is at-will and does not specify severance or multiples . |
| Change-of-control | Option-level discretionary acceleration by Compensation Committee; may cancel for fair value or no value if underwater . No separate cash CIC severance disclosed . |
| Clawback | Option recovery provision for cause or certain post-termination covenant breaches (6 months) including return/repayment of shares/proceeds . |
| Non-compete/non-solicit | Not expressly disclosed in offer letter; option recovery references violations of non-compete/non-solicit if applicable . |
| Indemnification | Standard company indemnification agreement to be executed . |
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| Say-on-Pay (Advisory) at 2025 Annual Meeting | Approved: For 6,718,684; Against 1,052,257; Abstain 106,584; Broker Non-Votes 13,757,579 . |
| Say-on-Pay frequency | Stockholders preferred every 3 years; Board to follow triennial cadence . |
Compensation Structure Analysis
- Cash vs. equity mix: Low fixed cash ($190K) with material equity option (500,000 NQ options), indicating greater at-risk pay and alignment with potential shareholder upside .
- Shift to options over RSUs/PSUs: Only time-based inducement options disclosed; no RSUs/PSUs or performance shares (reduces explicit performance linkage but preserves upside leverage, and options are out-of-the-money instruments at grant) .
- Bonus design: Annual discretionary bonus tied to company and individual performance; no disclosed target %, weighting, or hard metrics, implying committee discretion and limited transparency into pay-for-performance calibration .
- Change-in-control: Discretionary single-trigger acceleration at committee level for the option; no guaranteed CIC severance multipliers (limits windfall risk) .
Risk Indicators & Red Flags
- Role transition/retention: Resigned as COO after ~5.5 months and returned to consulting role, introducing continuity risk at the operating helm but preserving his service status under the option’s “Employment” definition .
- Multi-hatting: Concurrent CEO of 10PM Curfew; potential time-allocation considerations, though company statements frame synergies for consumer marketing .
- Clawback coverage: Option recovery terms exist, but broader corporate clawback policy terms (e.g., financial restatement triggers) not detailed in available documents .
- Pledging/hedging: No disclosures regarding pledging; absence of disclosure does not confirm prohibition .
Performance & Track Record
- Major achievements: Scaled audiences and monetization at Barstool (record revenue growth and diversified lines), supported BI growth ahead of sale, built DTC subscription engine at TheStreet, and supported WWE Network scaling to ~2M subscribers .
- Industry recognition: Positioned as a growth operator across media, commerce, and digital platforms with direct marketing expertise .
Fixed Compensation (Detail Table)
| Metric | 2025 |
|---|---|
| Base Salary ($) | 190,000 |
| Target Bonus (%) | Not disclosed |
| Actual Bonus Paid ($) | Not disclosed |
| Perquisites | Not disclosed |
Performance Compensation (Detail Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Not disclosed | Not disclosed | Not disclosed | Discretionary | Annual, at committee discretion |
| Option award (time-based) | N/A | N/A | N/A | N/A | 25% at grant; 25% at 1-, 2-, 3-year anniversaries; 7-year term |
Equity Ownership & Alignment (Detail Table)
| Holding | Quantity | Strike/Price | Vested | Unvested | Expiration | Notes |
|---|---|---|---|---|---|---|
| NQ Options | 500,000 | $0.60 | 125,000 at grant | 375,000 scheduled (125k per anniversary) | 7 years from grant; earlier upon certain terminations | “Employment” includes consultant role |
Employment Terms (Detail Table)
| Clause | Key Terms |
|---|---|
| At-will | Yes |
| Start / Transition | COO effective 2025-02-17; resigned 2025-07-31; continues as consultant |
| Severance | Not disclosed |
| CIC | Committee may accelerate options; cancellation terms possible |
| Clawback/Recovery | For cause and certain post-termination covenant violations (6 months) |
| Indemnification | Standard form to be executed |
Investment Implications
- Alignment and leverage: The low base salary plus a sizable, out-of-the-money time-based option aligns upside with equity value creation; discretionary bonus introduces flexibility but reduces metric transparency .
- Retention dynamics: The quick shift from COO to consultant reduces operational continuity risk via continued service (thus preserving vesting), but also signals role realignment and potential medium-term retention uncertainty in a senior operator seat .
- Governance/CIC discipline: Absence of guaranteed CIC cash severance and only committee-discretionary option acceleration limits windfall risk, which is favorable to shareholders under sale scenarios .
- Execution lens: Track record in scaling DTC brands and monetization is positive for PRPH’s consumer-led strategy; dual role at 10PM Curfew could be synergistic for product launches but should be monitored for focus and potential conflicts as plans evolve .