FITLIFE BRANDS, INC. 8-K

What Happened

• FitLife Brands, Inc. (FTLF) announced on May 18, 2026 that the Board appointed Ryan Hansen, previously the Company's Executive Vice President, as President effective that date. Mr. Hansen has been EVP since joining the company in November 2023 and has prior experience as COO of Pearl Street Dental Partners and as a consultant at Bain & Company.

Key Details

• Base salary increase: from $275,000 to $300,000, effective May 18, 2026.
• Option grant: 75,000 options exercisable at $10.50 per share; vesting: one‑third after 1 year, then equal installments on years 2 and 3, subject to continued service.
• Performance stock units (PSUs): 50,000 PSUs; each PSU converts to one share upon vesting when the 30‑day VWAP reaches or exceeds $20.00; PSUs expire five years after grant if unvested.
• Employment status: at‑will employee, no formal employment agreement; company reports no related‑person transactions involving Mr. Hansen.

Why It Matters

• Leadership change: Promoting the EVP to President signals continuity in senior management and consolidates operational leadership.
• Compensation impact: The equity grants (options and PSUs) align Mr. Hansen’s incentives with shareholder value—PSUs only vest if the stock reaches a $20 VWAP target—while the salary increase raises fixed cash compensation.
• Shareholder considerations: If options are exercised or PSUs vest, that could dilute existing shareholders; the PSU vesting threshold ties potential dilution to a higher share price.