Jack Ross
About Jack Ross
Jack Ross, 59, is Chief Executive Officer and Chairman of Synergy CHC Corp., serving as CEO/Chair since October 2014; he previously served as CFO (Oct 2014–Oct 2017 and Aug 2018–Jul 2021) and President (Oct 2014–Oct 2017 and May 2020–Jan 2021) . Under his leadership, Synergy completed its IPO in October 2024 and reported eight consecutive profitable quarters through year-end 2024; FY2024 revenue was $34.8M versus $42.8M in FY2023 (down 19%), EBITDA was $6.5M versus $10.8M, net income was $2.1M versus $6.3M, and company-reported TSR in the pay-versus-performance table was 0% for 2023–2024 . The board combines the CEO and Chairman roles due to company size, with the board actively involved in day-to-day oversight, which raises governance independence considerations for investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synergy CHC Corp. | Chief Executive Officer & Chairman | Since Oct 2014 | Led rebranding of FOCUSfactor, expanded retail distribution, completed IPO in Oct 2024 . |
| Synergy CHC Corp. | Chief Financial Officer | Oct 2014–Oct 2017; Aug 2018–Jul 2021 | Covered finance leadership across multiple periods . |
| Synergy CHC Corp. | President | Oct 2014–Oct 2017; May 2020–Jan 2021 | Oversight of operations and growth initiatives . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Kenek Brands Inc. | Chief Executive Officer | Since Jan 2014 |
| BoomBod Ltd. | Chief Executive Officer | Since Dec 2018 |
| Gowan Capital Inc. | Chairman & Chief Executive Officer | Since May 2011 |
Fixed Compensation
| Year | Base/Consulting Fees ($) | Bonus ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 1,321 (paid to Kenek Brands Inc.) | — | — | 1,321 |
| 2023 | 500,000 (paid to Kenek Brands Inc.) | — | 20,000 vehicle allowance (8 months at $2,500/mo) | 520,000 |
- Consulting Agreement with Kenek Brands Inc. (entity owned and controlled by Jack Ross): $9,000/month plus 2% commission on product sales introduced by Kenek; auto-renews annually; 1% commission for two years post-termination; expense reimbursement .
Performance Compensation
- No outstanding equity awards for Jack Ross as of Dec 31, 2024, and no RSUs/PSUs or options shown for him in the Outstanding Equity Awards table .
- Company-level plan design (2024 Equity Incentive Plan) includes options, RSUs, SARs, and performance awards; change-in-control allows award treatment determined by plan administrator, with potential cash-out or assumption; no automatic acceleration unless specified in award agreements .
Equity Ownership & Alignment
| Holder (controlled by Jack Ross) | Shares |
|---|---|
| Jack Ross (direct) | 326,507 |
| Gowan Private Equity Inc. | 3,679,056 (Ross is CEO and decision-maker) |
| Dunhill Distribution Group, Inc. | 269,635 (Ross is CEO and decision-maker) |
| Gowan Capital Inc. | 136,559 (Ross is CEO and decision-maker) |
| Rosscor Brands Corp. | 300,000 (Ross is CEO and decision-maker) |
| Total Beneficial Ownership | 4,711,760 shares (54.1% of outstanding) |
- Ownership guidelines: No formal executive stock ownership guidelines; insider trading policy authorizes 10b5-1 plans and prohibits options/derivatives trading and hedging; pledging prohibited except in extraordinary situations with capacity to repay without resort to pledged shares .
- 10b5-1 plans: As of the record date, one director had a trading plan in effect (director unspecified) .
- Section 16 compliance: One Form 4 covering 54 transactions was filed late for Mr. Ross in 2024 (timeliness red flag) .
- Potential collateralization risk: A BoomBod Ltd promissory note will be guaranteed by 1,500,000 shares of Company stock if the loan remains outstanding as of Jan 1, 2026 (pledge risk) .
Employment Terms
| Term | Detail |
|---|---|
| Relationship | CEO/Chairman; not an employee (services via Kenek Brands Inc.) |
| Agreement | Sales & Marketing Consultant and Distribution Agreement with Kenek (auto-renew annual, $9,000/month + 2% commission; 1% commission for two years post-termination; expense reimbursement) |
| Clawback | Executive incentive compensation clawback policy for material restatements; recovery of erroneously awarded cash/equity (no misconduct requirement) |
| Hedging/Pledging | Hedging and derivative transactions prohibited; pledging prohibited except extraordinary situations |
| Change-of-Control | Equity plan permits administrator to determine award treatment; no automatic acceleration absent award agreement terms |
Board Governance
- Board composition and leadership: Jack Ross is Chairman and CEO; company intentionally combines roles due to small size; board actively involved in day-to-day activities . No Lead Independent Director disclosed.
- Meetings in 2024: Board held 1 meeting; Audit Committee held 1; Compensation and Nominating/Corporate Governance held none; no director attended fewer than 75% .
- Committee independence: Audit and Compensation Committee members determined independent under SEC/Nasdaq rules; Kaushal is Audit Chair and Compensation Chair .
| Committee | Chair | Members |
|---|---|---|
| Audit | Nitin Kaushal | J. Paul SoRelle; Scott Woodburn |
| Compensation | Nitin Kaushal | J. Paul SoRelle; Scott Woodburn |
| Nominating & Corporate Governance | J. Paul SoRelle | Nitin Kaushal; Scott Woodburn |
- Director compensation policy (approved Dec 5, 2024; no director pay in FY2024): $25,000 annual board cash retainer; Audit Chair additional $50,000; annual RSU $25,000 for non-employee directors; Audit Chair additional $100,000 RSUs .
Related Party Transactions (alignment and conflict review)
- Kenek Brands Inc. (Ross-owned): Consulting fees expensed $1,321 (2024) and $500,000 (2023); prepaid balances and advances noted (prepaid balance $296,981 as of 12/31/2024) .
- BoomBod Ltd. (Ross-owned): Non-interest-bearing promissory note; outstanding $4,375,059 owed to the Company as of 12/31/2024; guaranteed by 1,500,000 shares of Company stock if still outstanding on Jan 1, 2026 .
- Knight Therapeutics (significant holder): Amended/Restated Loan Agreement at 12% interest; $12,335,452 owed (net of debt issuance cost) at 12/31/2024 and 12/31/2023; interest paid $1,545,674 (2024) and $1,693,642 (2023); distribution agreements with fees/royalties and outstanding balances .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | —* | 38,410,674* | 42,777,633* | 34,834,243* |
| EBITDA ($) | —* | -24,626,263* | 10,840,079* | 5,934,582* |
Values retrieved from S&P Global.*
Additional reported performance:
- FY2024 vs FY2023: Revenue $34.8M vs $42.8M; Net income $2.1M vs $6.3M; EBITDA $6.5M vs $10.8M; Adjusted EBITDA $7.4M vs $6.1M .
Investment Implications
- Alignment and control: Ross controls ~54.1% of outstanding shares across affiliated entities, strongly aligning upside but concentrating control; absence of formal ownership guidelines and late Form 4 filing in 2024 warrant monitoring of governance hygiene and trading practices .
- Compensation structure: 2024 cash paid to Ross’s related entity dropped to ~$1.3K from $500K in 2023, with consulting economics tied to commissions; lack of disclosed performance metrics for CEO compensation and no outstanding CEO equity awards reduce explicit pay-for-performance linkage compared to peers .
- Liquidity and pledging risk: BoomBod note guarantee by 1.5M Company shares introduces potential pledge/collateralization risk if the loan remains outstanding, which can create selling pressure or governance conflicts if enforced .
- Governance: Combined CEO/Chair role without a lead independent director, low meeting cadence, and board involvement in day-to-day activities increase independence concerns; committees are independent and have charters, but structural duality remains a key risk factor .
- Debt and related parties: 12% debt with a major shareholder (Knight) and multiple related-party transactions create potential conflicts and financial rigidity; investors should track servicing capacity and covenant flexibility amid revenue pressure from 2024 rebranding .