DEF 14A of Natures Sunshine Products Inc
Filed Mar 20, 2025 · FY20240001628280-25-014027
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| | Steven Fasching Director since 2024 | Committees: Audit Compensation | | Mr. Fasching, 56, was appointed to the Board in November 2024, and currently serves on the Audit Committee and on the Compensation Committee. Mr. Fasching currently serves as Chief Financial Officer at Deckers Brands, a position he has held since June 2018 and served as Senior Vice President, Corporate Strategy, Planning and Investor Relations at Deckers Brands since February 2018. Mr. Fasching previously served as Vice President, Strategy and Investor Relations from January 2016 to February 2018, and as Vice President, Strategic Financial Planning from August 2011 to January 2016 at Deckers Brands. Mr. Fasching earned a Bachelor’s degree in Business Administration from Pepperdine University and an M.B.A. from The Anderson School of Management at UCLA. He also completed The Executive Program for Prospective Chief Financial Officers through the University of Chicago Booth School of Business. | | | | The Governance Committee nominated Mr. Fasching to the Board because of its belief that he brings significant financial and corporate governance experience to the Board, including experience with public, consumer-oriented companies, which supplements the Board’s skills in these key areas. | | |
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| | Curtis Kopf Director since 2022 | Committees: Governance Risk Management (Chair) | | Mr. Kopf, 59, has served on the Board since January 2022 and currently serves as Chair of the Risk Management Committee and on the Governance Committee. Mr. Kopf has held the position of Group Vice President, Customer Experience at Insulet, a $2B global med-tech company since November 2023. Mr. Kopf held the position of Chief Experience Officer at REI February 2021 - November 2023. Mr. Kopf joined REI in 2018 as its Chief Digital Officer. Prior to his senior leadership roles at REI, Mr. Kopf served as Senior Vice President, Customer and Digital Experience at Premera Blue Cross from June 2015 to September 2018. Mr. Kopf also held various positions at Alaska Airlines, Microsoft and Amazon. Mr. Kopf earned a Bachelor’s degree in English from Brown University and a Master’s degree in Writing from Johns Hopkins University. | | | | The Governance Committee nominated Mr. Kopf to the Board because of its belief that he brings significant consumer and digital experience to the Board, which supplements the Board’s skills in these key areas. | | |
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| 18 | 2025 Proxy Statement | |
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| | Katie May Director since 2025 | Committees: Compensation Governance | | Ms. May, 58, was appointed to the Board in January 2025. She was previously the founder and Chief Executive Officer of Kidspot, an Australia based online publisher, eventually selling to News Corp in 2011. After that, Katie became Chief Executive Officer at ShippingEasy, a Sydney based start-up in 2012, moved it to Austin, Texas, and built this ecommerce software solution to a leading player in the space, exiting to Stamps.com in mid-2016, joining their board in 2019. Following Stamps.com's acquisition of ShippingEasy, Katie also assumed leadership of St. Louis-based Shipworks, overseeing both companies until her retirement in 2020. Ms. May serves on the boards of directors of Vivi International Pty Ltd., Australian education technology company, since February 2020, ROKT Pte Ltd., a global leader in ecommerce marketing technology, since July 2020, and Onramp Funds, Inc., a financing technology platform, since March 2021. Ms. May previously served on the board of directors of Stamps.com, Inc. (formerly NASDAQ: STMP), a leading provider of mailing and shipping services, Thinkific Labs, Inc. (TSX: THNC), a cloud-based software company for creators, and Pitney Bowes Inc. (NYSE:PBI), a global shipping and mailing company. Ms. May received an M.B.A. from The University of Texas at Austin and B.B.A. in Accounting from The University of Texas at Austin. | | | | The Governance Committee nominated Ms. May to the Board because of her deep understanding of the full e-commerce lifecycle and her digital capabilities, which supplements the Board’s skills in these key areas. | | |
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| | Terrence Moorehead Director, President and Chief Executive Officer Director since 2018 | | Mr. Moorehead, 62, was appointed as the Company’s President, Chief Executive Officer effective October 1, 2018. Mr. Moorehead brings more than 25 years of experience in the retail consumer products industry. He previously served as Chief Executive Officer of Carlisle Etcetera LLC, from 2015 through 2018. From 2013 through 2015, he served as Chief Executive Officer of Dana Beauty, Inc. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, for North America, President and Chairman of Avon Japan, and President of Avon Canada. Mr. Moorehead currently serves on the Board of Directors of Xenia Hotels & Resorts, Inc., a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts. Mr. Moorehead received his Master's of Business Administration in Marketing and Finance from Columbia University and a Bachelor of Arts in Economics and Marketing from Boston College. | | | The Governance Committee nominated Mr. Moorehead to the Board because of its belief that he brings significant experience in direct-to-consumer, business transformation, and extensive leadership management skills in global consumer-oriented businesses, which strengthens the Board in key areas. | |
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| | Nature's Sunshine Products, Inc. | 19 |
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| | Tess Roering Director since 2022 | Committees: Audit Compensation | | Ms. Roering, 56, has served on the Board since January 2022 and currently serves on the Audit and Compensation Committees. Prior to retiring in 2020, Ms. Roering was Chief Commercial Officer at CorePower Yoga from 2019 to 2020. Prior to joining CorePower Yoga, Ms. Roering led marketing at Athleta and held director and vice president level marketing positions at companies including Gap, Old Navy. Visa International, Hotwire.com, and Gillette. Ms. Roering currently serves on the boards of directors of three private companies: Elase, a pioneering medical spa platform, Rhone, an athletic and lifestyle apparel brand, and, I and love and you, a premium, natural pet food company. Ms. Roering earned a Bachelor’s degree in psychology from Stanford University and an MBA from the Fuqua School of Business at Duke University. | | | | The Governance Committee nominated Ms. Roering to the Board because of its belief that she brings significant consumer and marketing experience to the Board, which supplements the Board’s skills in these key areas. | | |
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| | Robert Straus Director since 2017 | Committees: Compensation (Chair) Governance | | Mr. Straus, 54, has served on the Board since June 2017, and currently serves on the Governance Committee and as Chair of the Compensation Committee. Mr. Straus has been a Portfolio Manager at Wynnefield Capital Management, LLC, an investment management firm, since April 2015. Prior to joining Wynnefield Capital, Mr. Straus served as Managing Director or Senior Analyst at several investment banks over nearly 20 years. Mr. Straus served as a director of S&W Seed Company (NASDAQ: SANW) from January 2018 to October 2022, a global agriculture company with its primary activities in alfalfa seed, hybrid sorghum and sunflower germplasm and stevia. Mr. Straus is a member of the Board of Advisors for the Appalachian Mountain Club (AMC), the oldest outdoor group in the U.S. created in 1876, since December 2021. Mr. Straus is a member of the Board of Directors of one public company, TechPrecision - since December 2024 and one private company, MK Acquisition LLC - an authentic mountain lifestyle apparel brand founded in Jackson Hole, Wyoming - since May 2015; he also served on the Board of Directors of Hollender Sustainable Brands LLC - a female sexual wellness consumer brand with its headquarters in Burlington, VT and an office in New York, NY and B Lane, Inc. dba Fashion to Figure - a women’s apparel plus-size omnichannel retailer based in New York, NY. Mr. Straus received his B.S.B.A. from the University of Hartford and M.B.A. from Bentley College. | | | | The Governance Committee nominated Mr. Straus to the Board because of his extensive experience assessing capital allocation programs, evaluating business strategy and conducting in-depth due diligence, which the Governance Committee believes strengthens the Board's collective qualifications, skills and experience. | | |
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| 20 | 2025 Proxy Statement | |
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| | Heidi Wissmiller Director since 2020 | Committees: Governance (Chair) Risk Management | | Ms. Wissmiller, 60, has served on the Board since July 2020. Currently she is Chair of the Governance Committee and also serves on the Risk Management Committee. In addition to Nature’s Sunshine's Board, Ms. Wissmiller is the Chair of the Board of Trustees of New York Film Academy’s 10ARTS Foundation, a position she has held since 2022. Prior to retiring in 2019, Ms. Wissmiller served in multiple C-suite positions for Rodan + Fields which was the leading skincare brand in North America and grew to 1.6 Billion in just five years. She has been a keynote speaker at both IBM and Salesforce and is the co-inventor of several patents. Prior to Rodan + Fields, Ms. Wissmiller was the Chief Executive Officer for Micro Analytical Systems. She previously served in various senior leadership roles with globally recognized companies, including PepsiCo, E & J Gallo Winery and RJR Nabisco. Ms. Wissmiller holds a Bachelor's degree from the University of Portland, a Finance for Executives Certificate from the University of Chicago, and a Board Readiness Certificate from Yale University School of Management. | | | | The Governance Committee nominated Ms. Wissmiller to the Board because of her extensive experience in the consumer products industry which the Governance Committee believes strengthens the Board's collective qualifications, skills and experience. | | |
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| | Rong Yang Director since 2022 | Committees: Audit Risk Management | | Mr. Yang, 46, was appointed to the Board in June 2022, and serves on the Audit and Risk Management Committees. Mr. Yang currently serves as Chief Executive Officer of Fosun Pharma USA Inc. and Chief Representative of the Fosun Group in the United States, a position he has held since January 2022. Prior to joining Fosun, Mr. Yang held various senior positions with Bayer US LLC for nearly 20 years, including Vice President, Head of Specialty Sales with Bayer US; Vice President of Business Insight US; and Vice President of Finance and Strategy Americas. Mr. Yang holds a Bachelor’s degree from Beijing Foreign Studies University, a Master of Economics from Nankai University, and a Masters of Business Administration from Harvard University. | | | | The Governance Committee nominated Mr. Yang to the Board because of its belief that he brings significant experience to the Board, including experience with international companies, which supplements the Board’s skills in key areas. | | | | DISCLOSURE: No family relationship exists among any of our director nominees or executive officers. To our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or has a material interest adverse to us or any of our affiliates. To our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, sanctions, or injunctions that are material to the evaluation of the ability or integrity of any of our directors or nominees for director during the past 10 years. | | |
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| | Nature's Sunshine Products, Inc. | 21 |
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| DIRECTOR COMPENSATION | | | | | | CASH COMPENSATION Each non-employee director receives an annual retainer of $65,000. The Chairman receives an additional retainer of $55,000. In addition to the annual retainer, committee chairs and members receive additional retainers as noted in the below table. All annual retainers are pro-rated for any partial year of service. | | | | | | | Audit | Compensation | Governance | Risk Management | | Committee Chair | $25,000 | $19,500 | $12,500 | $12,500 | | Committee Member | $10,000 | $7,500 | $5,000 | $5,000 | | EQUITY COMPENSATION Each non-employee director receives an annual grant of a restricted stock unit ("RSU") award with a grant date value equal to $100,000 (based on the closing selling price of our common stock on the grant date). Such awards generally vest over a one-year period measured from the grant date until the Company's next Annual Meeting, subject to continued Board service, and accelerated in full upon a change in control. PRODUCT CREDIT Non-employee directors are provided with $750 of credit to purchase Company products each calendar year. EXPENSES Non-employee directors are reimbursed for travel and other expenses incurred in connection with their duties as directors to the extent such expenses are submitted to the Company for reimbursement. STOCK OWNERSHIP GUIDELINES Each non-employee director is subject to stock ownership guidelines. Under these guidelines, each non-employee director is required to maintain ownership of capital stock or an equity position in the Company of at least three times the value of the annual equity grant. Directors may obtain or hold capital stock or an equity position above what is stated in the guidelines. Compliance may be met by accumulating such equity through vested shares of RSUs; shares owned either directly or beneficially by the director and shares held in trust for the benefit of the director or his or her immediate family member. Directors have four years to be in compliance with the stock ownership guidelines and a period of twelve months to reestablish compliance with the guidelines if they fall below the minimum ownership level. Due to a recent increase in director grant values, and a drop in stock price, some directors have fallen out of compliance with the guidelines. Given time, we anticipate that all directors will be in compliance. | | | | |
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| 22 | 2025 Proxy Statement | |
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| DIRECTOR COMPENSATION - 2024 The following table sets forth certain information regarding the compensation of each individual who served as a non-employee director during 2024. Mr. Moorehead, who is our only employee on our Board of Directors, received no additional compensation for his service on our Board of Directors. | | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All other Compensation (2) | Total | | Steven Fasching | $12,604 | $50,000 | $— | $62,604 | | Curtis Kopf | $78,333 | $100,000 | $750 | $179,083 | | Richard Moss | $129,167 | $100,000 | $750 | $229,917 | | Tess Roering | $79,167 | $100,000 | $750 | $179,917 | | Robert Straus | $86,167 | $100,000 | $185 | $186,352 | | Christopher Teets | $91,500 | $100,000 | $— | $191,500 | | Heidi Wissmiller | $78,332 | $100,000 | $— | $178,332 | | Rong Yang (3) | $76,667 | $100,000 | $— | $176,667 |
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| 1) | On May 6, 2024, the Board approved a grant of 5,236 RSUs for each non-executive director other than Mr. Fasching, whoc received a grant of 2,869 RSUs on November 11, 2024 in connection with his appointment to the Board. The RSUs granted to directors vest over a one-year period from the grant date until the Company's next annual shareholder meeting, subject to continued service on the Board, and accelerated vesting upon a change in control. The shares that vest under each award will be delivered to the director upon the earlier of the director’s separation from the Board, or the expiration of the two-year restriction period subsequent to the vesting of the entire RSU grant. The amount reflected in this column above represents the grant date fair value of the RSUs calculated in accordance with FASB ASC Topic 718. | | 2) | Represents up to $750 worth of credit to purchase Company products. | | 3) | The fees shown being paid to Mr. Yang were paid to Fosun Pharma. |
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| DIRECTOR EQUITY OWNERSHIP The following table displays the outstanding equity awards for our sitting directors, other than Mr. Moorehead as of December 31, 2024. | | | | Name | Outstanding Stock Awards | Outstanding Option Awards | | Steven Fasching | 2,869 | — | | Curtis Kopf | 21,927 | — | | Richard Moss | 20,772 | 25,000 | | Tess Roering | 21,927 | — | | Robert Straus | 20,772 | 25,000 | | Christopher Teets | 20,772 | 25,000 | | Heidi Wissmiller | 20,722 | — | | Rong Yang | 22,249 | — |
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| | Nature's Sunshine Products, Inc. | 23 |
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| Proposal Two: Advisory Resolution to Approve Compensation of Named Executive Officers | | In accordance with Section 14A of the Exchange Act, we are asking our shareholders to approve the following non-binding, advisory resolution on our named executive officer compensation as disclosed in this Proxy Statement: RESOLVED, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Narrative Discussion of Compensation Policies, the various compensation tables and the accompanying narrative discussion, is hereby APPROVED. Shareholders are urged to read the "Narrative Discussion of Compensation Policies" section of this Proxy Statement, as well as the Summary Compensation Table and related compensation tables and narrative in this Proxy Statement, which provide detailed information on the Company's compensation policies and practices and the compensation of our named executive officers. Although the vote is an advisory, non-binding vote, the Board and the Compensation Committee value the opinions of the shareholders and will take into account the outcome of the vote when considering future compensation decisions affecting the Company’s named executive officers. We currently intend to include a shareholder advisory vote on our executive compensation program each year at our annual meeting of shareholders. In May 2023, shareholders voted to hold a "say on pay" vote annually. The next vote on the frequency of the say on pay vote will be held at the 2029 Annual Meeting. | | Vote Required Approval of Proposal Two requires the votes cast in favor of the proposal to exceed the votes cast against such proposal. Proposal Two is only advisory and the outcome of the vote is not binding on the Company and the Board. The Company and the Board will consider the outcome of this vote when setting compensation for the named executive officers. Abstentions and broker non-votes will have no effect on the outcome of Proposal Two. The Board unanimously recommends a vote FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules. |
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| 24 | 2025 Proxy Statement | |
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| EXECUTIVE OFFICERS | | |
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| Terrence Moorehead President, Chief Executive Officer Role: 6 Years Tenure: 6 Years | | Mr. Moorehead, 62, was appointed as the Company’s President, Chief Executive Officer effective October 1, 2018. Mr. Moorehead brings more than 25 years of experience in the retail consumer products industry. He previously served as Chief Executive Officer of Carlisle Etcetera LLC, from 2015 through 2018. From 2013 through 2015, he served as Chief Executive Officer of Dana Beauty, Inc. From 1991 to 2013 he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, for North America, President and Chairman of Avon Japan, and President of Avon Canada. Mr. Moorehead currently serves on the Board of Directors of Xenia Hotels & Resorts, Inc., a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts. Mr. Moorehead received his Master's of Business Administration in Marketing and Finance from Columbia University and a Bachelor of Arts in Economics and Marketing from Boston College. |
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| Nathan Brower Executive Vice President, General Counsel and Secretary Role: 7 Years Tenure: 9 Years | | Mr. Brower, 45 , was appointed the Company’s Executive Vice President, General Counsel and Secretary in December 2017. Mr. Brower previously served as the Company’s Senior Director, Legal Counsel beginning in May 2015. Prior to joining the Company, Mr. Brower served as Associate General Counsel at LifeVantage, Inc. (NASDAQ: LFVN) and as an associate at Dorsey & Whitney. Mr. Brower received a J.D. from The University of Idaho and a B.A. in Economics from Weber State University. |
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| Tracee Comstock Senior Vice President, Global Human Resources Role: 7 Years Tenure: 7 Years | | Ms. Comstock, 59, began her tenure at the Company in January 2018, served as the Company's Vice President, Human Resources beginning in January 2019, and was promoted to Senior Vice President of Global Human Resources in March 2024. Prior to joining Nature's Sunshine, Ms. Comstock was Vice President of Human Resources at Younique, LLC and head of Human Resources at Young Living Essential Oils. She served as the President and as a member of the Board of Directors of Salt Lake SHRM, a human resources organization in Utah. Ms. Comstock received a Bachelor of Arts degree from Brigham Young University. |
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| Kevin Fuller Global Chief Marketing Officer Role: < 1 Year Tenure: < 1 Year | | Mr. Fuller, 55, was named Global Chief Marketing Officer of the Company in September 2024. Mr. Fuller joined the Company from Helo Health, where he served as President & Chief Marketing Officer from December 2023 to October 2024. He was previously Chief Executive Officer & Chief Marketing Officer at MacuVu Macular Health from May 2022 to February 2023. Earlier in his career, he served as Senior Vice President of Global Product & Brand for NuSkin from Februray 2019 through March 2021 and held key marketing roles at Pharmanex and USANA. Kevin holds an MBA from Brigham Young University, a B.S. in Biology from the University of Utah, and he was a member of the Kellogg school’s Executive Education Program for Digital Marketing. |
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| Martin Gonzalez Executive Vice President, Global Supply Chain Role: 2 Years Tenure: 2 Years | | Mr. Gonzalez, 56, has served as Executive Vice President of Global Supply Chain Operations since May 2022. Prior to joining our Company, Mr. Gonzalez served as VP Farm Operations & Excellence at Bowery Farming from 2020 to November 2021. From 2017 to 2020, Mr. Gonzalez was VP Supply Chain & Operations North America at Cerelia North America (formerly Sara Lee). Mr. Gonzalez has served in numerous roles at Molson Coors/SABMiller and Unilever in Canada, the US, the Netherlands, and Latin America. Mr. Gonzalez holds a Bachelor of Science degree in Electrical Engineering from the Universidad de Los Andes in Bogota, Colombia and an MBA from the Thunderbird School of Global Management in Glendale, Arizona. |
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| 26 | 2025 Proxy Statement | |
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| Kevin Herbert Executive Vice President, President North America Role: 1 Year Tenure: 1 Year | | Mr. Herbert, 58, joined Nature’s Sunshine as Executive Vice President, President North America in June 2023. Prior to joining our Company, Mr. Herbert served in executive and senior leadership positions for well-known companies like Samsung (2014-2018), Lala US (2019-2020), Borden, Hain Celestial, White Wave Foods and Procter & Gamble. Mr. Herbert joined Nature’s Sunshine from Crossmark, where he served as General Manager Natural Specialty from 2021-2023. Mr. Herbert holds a Master’s Degree in Management with a concentration in Finance, Marketing and Organizational Behavior from Northwestern’s J.L. Kellogg Graduate School of Management and a Bachelor’s Degree in Business Administration of the University of Notre Dame. |
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| Shane Jones Executive Vice President, Chief Financial Officer Role: 2 Years Tenure: 2 Years | | Mr. Jones, 54, was appointed the Company's Executive Vice President, Chief Financial Officer in December 2022. Mr. Jones most recently served as Chief Financial Officer at FullSpeed Automotive from January 2022 to December 2022. Prior to that role, Mr. Jones served as Chief Financial Officer to West Marine from January 2020 until August 2021, as Chief Financial Officer and COO of 1-800 Contacts from February 2018 until February 2019, and as Chief Financial Officer of Backcountry.com from December 2015 to February 2018. Mr. Jones served in senior leadership roles at various retail, direct-to-consumer, and distribution brands including Amazon.com, L Brands, Yum! Brands, and Nexeo Solutions. Mr. Jones holds a Master of Business Administration and a Bachelor of Science degree in Finance from Brigham Young University. |
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| Jonathan Lanoy Senior Vice President, Chief Accounting Officer Role: 2 Years Tenure: 17 Years | | Mr. Lanoy, 50, was appointed Senior Vice President, Chief Accounting Officer in January 2023. Prior to this appointment, Mr. Lanoy served as Senior Vice President, Finance and Interim Chief Financial Officer from September 2022. Mr. Lanoy served as Corporate Controller for the Company from March 2011 to September 2022. Prior to joining our Company, Mr. Lanoy was with the public accounting firm of Ernst & Young. Mr. Lanoy is a Certified Public Accountant and holds a Master of Professional Accountancy and a Bachelor of Arts degree in Accounting from Weber State University. |
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| Daniel Norman Executive Vice President, President Asia Role: 5 Years Tenure: 20 Years | | Mr. Norman, 51, serves as Executive Vice President & President, Asia, a role he has held since July 2019. Prior to this role, he served as President of Synergy Worldwide since September 2007. Prior to serving as President at Synergy his roles included Vice President of Operations and Vice President of Information Systems. Prior to joining Synergy, Mr. Norman served as a Senior Manager of European Operations at Tahitian Noni International from 1998 through September 2004. |
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| Bryant Yates Executive Vice President, President Europe Role: 5 Years Tenure: 26 Years | | Mr. Yates, 51, currently serves as Executive Vice President & President, Europe, a role he has held since July 2019. Mr. Yates previously served as President-RCEE & Wholesale, Executive Director-International of Nature’s Sunshine, Director-International-Europe/Middle East and General Manager of Nature’s Sunshine Products of Russia, an affiliate of the Company. Mr. Yates has been employed by the Company since 1999. |
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| | Nature's Sunshine Products, Inc. | 27 |
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| NARRATIVE DISCUSSION OF COMPENSATION POLICIES | | Summary |
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| We have designed our compensation program to reward our executives under a pay-for-performance philosophy, align with shareholder value creation and maintain a level of compensation that allows us to attract and retain our executive team. This Narrative Discussion of Compensation Policies discloses the programs and decisions surrounding the compensation of our Named Executive Officers in 2024 ("NEOs"). We explain how our Compensation Committee of our Board made decisions related to the compensation of our NEOs during 2024, and we provide an overview of the information set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also address any actions taken regarding executive compensation after the end of 2024 that could affect a fair understanding of our NEOs' compensation during 2025. | 2024 Named Executive Officers | | | | Terrence Moorehead | President and Chief Executive Officer | | | Shane Jones | Executive Vice President, Chief Financial Officer | | | Daniel Norman | Executive Vice President, President Asia |
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| OUR 2024 PERFORMANCE Our 2024 performance can be summarized as follows: •Consolidated net sales increased by 2.0% compared to 2023, to $454.4 million in 2024. Excluding the unfavorable impact of foreign currency exchange rate fluctuations, consolidated net sales for the year ended December 31, 2024 would have increased by 3.8 percent from 2023, as the US Dollar strengthened against most currencies. We measure annual results using local currency and exclude the impact of foreign exchange rates using budgeted exchange rates when assessing our annual financial results for annual incentive compensation purposes because foreign exchange rates were not viewed as outside the control of the executive team and utilizing local currency provided a better view into the actual growth from operations. The Company's view that foreign exchange rates are outside management's control may be extended in 2025 from the annual incentive plan to the longer-term performance stock unit awards granted in 2025. •Adjusted EBITDA was down slightly at $40.3 million in 2024 from $40.4 million the prior year. We define adjusted EBITDA, which is a non-GAAP financial measure, as net income/loss from continuing operations before taxes, depreciation, amortization and other income/loss adjusted to exclude share-based compensation expense and certain unusual (noted) adjustments for non- budgeted costs deemed appropriate by the Board of Directors. A reconciliation of net income to adjusted EBITDA is provided at the end of this Proxy Statement. |
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| 28 | 2025 Proxy Statement | |
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| 2024 COMPENSATION DECISIONS Our compensation programs are designed to maintain a balance between short- and long-term performance incentives by utilizing a combination of compensation components, including base salary, annual cash incentive awards and long-term equity awards with multi-year vesting and performance goals. The Compensation Committee and Management are focused on a compensation structure that is competitive and fair and focuses on performance rather than entitlements. The Compensation Committee and Board maintained consistency with our compensation philosophy and program and set a substantial portion of the total direct compensation of our NEOs in the form of annual cash incentives and long-term stock based compensation. The annual cash incentive is primarily based on achieving financial and operating goals while equity awards focus on increases in stock price or adjusted EBITDA to align executives with growth in shareholder returns. 2024 NEO compensation actions are summarized below: •The 2024 annual cash incentive award program was primarily based on the attainment of corporate revenue and adjusted EBITDA financial performance goals, which are viewed as the primary drivers of our shareholder value. •As a result of our financial and overall business performance against the pre-established goals, our NEO annual cash incentives averaged 60% of target under the plan formula without application of discretion. •Time-based Restricted Stock Units (RSU) were granted to our NEOs in 2024, which vest in three equal installments over each year of service. •In 2024, each NEO was granted an award of PRSUs with targets based on adjusted EBITDA. All PRSUs have vesting conditions, with portions of the award vesting upon achievement of the adjusted EBITDA target and the remaining portions vesting one year following such achievement. |
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| | Nature's Sunshine Products, Inc. | 29 |
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| COMPENSATION POLICIES AND PRACTICES We incorporate various compensation policies and practices to achieve the objectives as outlined in the table below. |
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| Base salary | To recognize the performance of job responsibilities and attract and retain qualified executives. | | Annual performance-based compensation | To promote our annual performance and reward individual accomplishments and contributions. | | Long-term equity incentive awards | To emphasize our long-term performance and employment, while also aligning each executive's interests with those of our shareholders. | | Defined contribution retirement plans | To provide opportunity for tax-efficient savings and long-term financial security. | | Severance arrangements | To attract and retain by outlining the Company's obligations if there is a termination event and to protect the Company with a release and through restrictive covenants after termination. | | Benefits and perquisites | To attract and retain, in a cost-efficient manner, by providing benefits with high perceived values at relatively low cost. | | Hedging, pledging and short sale prohibitions | Prohibit hedging transactions, put and call options, pledging stock or holding stock in margin accounts. |
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The Compensation Committee evaluates and strives to achieve the above objectives by: •Establishing a compensation structure that is competitive, fair and dependent on short-term and long-term performance; •Linking a substantial portion of compensation to our financial performance or stock price performance with consideration given to individual contributions; •Providing long-term equity-based incentives and encouraging direct share ownership, as well as ownership guidelines that provide an incentive for NEOs to consider long-term value maintenance in addition to growth. We utilize a combination of cash and equity incentive programs under which the compensation of our NEOs varies with our financial performance. The general objective is to balance long-term equity compensation with short-term cash compensation, but there is no target compensation level that applies to all NEOs. The actual levels at which we set compensation for a particular NEO may vary based on our overall financial performance, a particular segment's performance and an evaluation of each NEO's individual performance level, experience and his or her potential contribution to our future growth. Also, actual compensation earned at the end of every performance period may be below the target level if performance is below our annual and multi-year performance goals.
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| 30 | 2025 Proxy Statement | |
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| SETTING EXECUTIVE COMPENSATION Primary compensation decisions for each year, including base salary adjustments, the determination of target annual cash incentive opportunities and long-term equity incentive awards are generally made by the Compensation Committee during the first quarter of the current year or the last quarter of the previous year. Decisions in 2024 were made in the first quarter of 2024. The Compensation Committee works with management to set all non-CEO executive compensation and also recommends to our Board the base salary, annual cash incentive target and equity incentive awards for our Chief Executive Officer. The Board considers these recommendations in setting the Chief Executive Officer's compensation. | | | The Compensation Committee considers the following principal factors when setting annual NEO compensation levels: •Comparison of our performance against certain operating and qualitative goals identified in our operating and strategic plans; •Market compensation data (reviewed from time to time); •Our Chief Executive Officer's recommendations for the other NEOs; •Individual performance as assessed by the Compensation Committee with input from the Chief Executive Officer as to the NEOs other than himself and •Tenure, scope of responsibilities, experience and qualifications, future potential and internal pay equity. | | | IMPACT OF SAY-ON-PAY VOTE The most recent shareholder advisory vote on executive officer compensation was held on May 7, 2024. Of the votes cast, 89 percent of the shares that voted for or against were in favor of the compensation of the NEOs, as that compensation was disclosed in the Narrative Discussion of Compensation Polices and the various compensation tables and narrative that appeared in our Proxy Statement dated March 15, 2024. Based on that level of shareholder approval, the Compensation Committee decided not to make any material changes to our compensation philosophies, policies and practices for the remainder of 2024. | | | ROLE OF MANAGEMENT Our Chief Executive Officer presents his recommendations for base salaries, annual cash incentive and equity grants for the NEOs (other than himself) to the Compensation Committee. These recommendations are generally based on an NEO's expected role in our strategic plan, our performance measured in terms of the sales revenue and adjusted EBITDA levels attained by the segment for which the executive was primarily responsible, where applicable, or by the Company as a whole, as well as the NEO's performance against individual performance objectives and the comparative analysis of our compensation practice to market for each NEO. The Compensation Committee discusses these recommendations with the Chief Executive Officer and makes the final determination on the base salaries, annual cash incentive and equity grants. | |
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| | Nature's Sunshine Products, Inc. | 31 |
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| ROLE OF EXTERNAL ADVISOR In late 2021, the Compensation Committee engaged the services of F.W. Cook to conduct an independent comprehensive benchmark study of our executive compensation practices against other comparable public companies in our industry. In August 2024, this review was updated for new decisions in 2025, but the new data was not used to make the 2024 compensation decisions in this Proxy. F.W. Cook provided the 2022 Executive Compensation Report, which was used to assist with the 2024 compensation decisions. | | MARKET BENCHMARKING The Compensation Committee engaged F.W. Cook to conduct a study with a peer group consisting of 15 publicly traded U.S. based specialty retail and personal product companies to perform new market comparisons of our executive compensation program and to prepare its 2022 Executive Compensation Report for setting 2022, 2023 and 2024 compensation. The companies in the peer group were chosen in consultation with the Compensation Committee based on objective industry classifications, annual revenue and market capitalization during 2020 (the time at which they made pay decisions disclosed in the compensation section of their 2021 proxy statements). The peer group data collected in 2022 was re-used as background for 2023 and 2024 decisions, and the peer group companies are called "2023 peer group companies." The data was updated in the middle of 2024 to support 2025 decisions. 2023 peer group companies are listed below. |
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| BellRing Brands | Lifetime Brands | Medifast | Sun Opta | | Calavo Growers | LifeVantage | Nu Skin | Tupperware Brands | | e.l.f. Beauty | Lifeway Foods | PetMed Express | USANA Health Sciences | | Land's End | Limoneira | SpartanNash Company | |
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The 2024 peer group removed two peers and added three new peers, listed below.
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| Calavo Growers | LifeVantage | Nu Skin | SunOpta | | Honest Company | Lifeway Foods | Oil-Dri of America | Tupperware Brands | | Lands' End | Limoneira | PetMed Express | USANA Health Sciences | | Lifetime Brands | Medifast | SpartanNash Company | Vital Farms |
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| | Nature's Sunshine Products, Inc. | 32 |
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| ELEMENTS OF COMPENSATION Each NEO's compensation package consists of three elements: (i) a base salary, (ii) annual cash incentive based upon overall Company or segment financial performance and (iii) participation in long-term, stock-based incentive awards in the form of RSUs and performance-contingent RSUs (PRSUs). In addition, the NEOs are provided with certain benefits and perquisites and are entitled to certain severance benefits in the event their employment terminates under certain specified circumstances, as more fully described below. Each of the three primary elements comprising the compensation package for NEOs (salary, annual cash incentive and equity) is designed to achieve one or more of our overall objectives in creating a competitive level of compensation, tying compensation to individual and company performance and establishing a meaningful and substantial link between each NEO's compensation and our long-term financial success. There is no pre-established policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, nor are there any pre-established ratios between the CEO's compensation and that of the other NEOs. Instead, the mix of compensation for each NEO is based on a review of available data and a subjective analysis of that individual's performance and contribution to our financial performance. Our mix of compensation elements is designed to reward results and motivate long-term performance through a combination of cash and equity incentive awards. |
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| BASE SALARY | Name | 2024 Base Salary | | Base salary is intended to attract and retain qualified executives and to provide a level of security and stability from year to year. The Compensation Committee reviews base salaries for our NEOs each year. Based on the 2022 Executive Compensation Report, the competitiveness of their current base salaries and our performance during 2023, the base salaries for each NEO were set in 2024 as provided in the adjacent table. For the non-CEO NEOs, the Compensation Committee also considers the recommendation of the CEO. | Terrence Moorehead | $832,000 | | | Shane Jones | $460,000 | | | Daniel Norman | $425,000 | | In early 2025 our Compensation Committee reviewed the competitiveness of the current base salaries of our NEOs, our 2022 Executive Compensation Report and our performance during 2024. Based on this review, Mr. Moorehead's salary was unchanged, Mr. Jones's salary was increased to $478,400 and Mr. Norman's salary was increased to $446,250. | | |
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| ANNUAL CASH INCENTIVE | Name | Target Cash Incentive as a percentage of base salary | | The annual cash incentive program is designed to reward our NEOs for achieving or exceeding our annual goals. | Terrence Moorehead | 105% | | | Shane Jones | 70% | | For 2024, the Compensation Committee adopted an annual cash incentive program for the NEOs based on the attainment of corporate financial performance goals. | Daniel Norman | 60% |
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| | Nature's Sunshine Products, Inc. | 33 |
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| As part of the annual cash incentive program, the Compensation Committee retained the discretion to increase or decrease the annual cash incentive amount to be paid to any individual under the cash incentive plan by up to 10% of that person’s target, based on its subjective evaluation of general corporate and individual performance. The Committee made some discretionary adjustments in 2024 related to foreign exchange and other non-material, non-recurring items. | | 2024 Performance Goals For Mr. Moorehead and Mr. Jones, 100% of the potential 2024 cash incentive award was based on corporate financial performance goals for 2024, which consisted of a 50/50 mix of our corporate revenue and adjusted EBITDA with foreign exchange rates set to the original budget to support the goal of rewarding achievable operating performance without the effect of foreign exchange rates that are viewed as outside the control of the executive team. Revenue was chosen as a metric to reward growth that is necessary to drive the multi-year performance objectives, while adjusted EBITDA was included to reward both revenue and profit growth, including control of expenses incurred in driving that growth, among other factors. For Mr. Norman, a 50/50 mix of 2024 corporate revenue and adjusted EBITDA goal achievement was weighted 40 percent for calculating his bonus and a 50/50 mix of revenue and adjusted EBITDA results for only the Asia Pacific Region that he leads reflected the other 60 percent to reward performance within his control. The funding formula for the three NEOs was designed to provide a different bonus payout as a percentage of their target bonus opportunity as financial performance increased or decreased around the goals. |
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| 2024 Corporate Financial Performance Goals (100 percent CEO and EVP CFO; 50 percent Mr. Norman) | | | | | | | | | | 2024 Revenue ($) (000) | 446,700 | 461,000 | 475,200 | 482,800 | 490,300 | 497,800 | 505,400 | 512,900 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% | | 2024 Adjusted EBITDA ($) (000) | 44,000 | 45,400 | 46,800 | 48,600 | 50,300 | 52,100 | 53,800 | 55,600 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% |
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| 2024 Asia Financial Performance Goals (50 percent Mr. Norman) | | | | | | | | | | 2024 Revenue ($) (000) | 207,700 | 213,600 | 220,200 | 224,600 | 229,000 | 233,400 | 237,800 | 242,200 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% | | 2024 Adjusted EBITDA ($) (000) | 42,500 | 43,800 | 45,200 | 47,100 | 49,000 | 50,800 | 52,700 | 54,600 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% |
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| 2024 Annual Cash Incentive Payout In 2024, adjusted for foreign exchange rates, corporate revenue was $462,673, and our adjusted EBITDA was $45,053. The revenue in the APAC region was $216,411, and the adjusted EBITDA in the APAC region was $49,237. Based on this 2024 performance, the Compensation Committee approved payment of an annual cash incentive to our NEOs related to our financial performance goals as outlined in the below table. A reconciliation of net income to adjusted EBITDA is provided at the end of this Proxy Statement. |
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| | Nature's Sunshine Products, Inc. | 34 |
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| Name | Metric | Weighting (%) | Compensation Target at Risk ($) (000) | Payout Earned ($) (000) | Payout as % of Target | | Terrence Moorehead | Corporate Revenue | 50% | 436,800 | 292,656 | 67% | | | Corporate Adjusted EBITDA | 50% | 436,800 | 232,378 | 53% | | | | 100% | 873,600 | 525,034 | 60% | | Shane Jones | Corporate Revenue | 50% | 161,000 | 107,870 | 67% | | | Corporate Adjusted EBITDA | 50% | 161,000 | 85,652 | 53% | | | | 100% | 322,000 | 193,522 | 60% | | Dan Norman | Region Revenue | 30% | 76,500 | 60,033 | 78% | | | Region Adjusted EBITDA | 30% | 76,500 | 109,113 | 143% | | | Corporate Revenue | 20% | 51,000 | 34,128 | 67% | | | Corporate Adjusted EBITDA | 20% | 51,000 | 27,133 | 53% | | | | 100% | 255,000 | 230,407 | 90% |
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| LONG-TERM INCENTIVE AWARDS We provide long-term, stock-based incentive awards in the form of RSUs and PRSUs pursuant to the Nature’s Sunshine Products, Inc. Amended and Restated 2012 Stock Incentive Plan (the “2012 Incentive Plan”). Equity target values were split with 50% of awards granted in the form of RSUs and 50% in PRSUs. | | 2024 Time-Based RSU Awards In 2024, we granted time-based RSUs to Mr. Moorehead, Mr. Jones and Mr. Norman on March 11, 2024. All RSUs vest in three equal installments over each year of service, measured from the grant date, and subject to the NEOs continued employment with the Company. The number of time-based RSUs granted to each NEO was determined by dividing the dollar value of the grant amount by our closing stock price on the grant date. | | 2024 PRSU Awards The Compensation Committee believes that performance-based equity rewards good long-term decision making, value creation and aligns shareholder and management interests. In 2024, the Board of Directors and Compensation Committee approved grants of PRSUs to the NEOs. PRSUs were granted to Mr. Moorehead, Mr. Jones and Mr. Norman on March 11, 2024. These PRSUs vest upon achievement of four adjusted EBITDA targets, reflecting substantial growth over 2023 adjusted EBITDA. Achievement is complete upon Compensation Committee certification of rolling four fiscal-quarter adjusted EBITDA, subject to any Compensation Committee-approved adjustments consistent with past practices. All targets must be achieved before December 31, 2026 and are considered challenging. The PRSUs do not expire until March 11, 2027. Achievement of these PRSU targets is weighted equally among the four adjusted EBITDA targets (25 percent of the PRSUs may be earned for achieving each of the four trailing four fiscal quarter adjusted EBITDA hurdles). The shares earned for hurdle achievement vest 50 percent upon achievement and 50 percent on the anniversary of the certification, subject to the NEOs continued employment. |
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| | Nature's Sunshine Products, Inc. | 35 |
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| BENEFITS AND PERQUISITES Perquisites are not a significant component of our executive compensation program. We provide Mr. Moorehead the following benefits, which are not provided to the other NEOs: (i) a $1,500 per month car allowance; (ii) reimbursement of the cost of an annual executive physical examination and (iii) $1,000,000 in additional term life insurance coverage above what we provide to similarly-situated employees. | | OTHER PROGRAMS Our executive officers, including our NEOs, are eligible to participate in our 401(k) employee savings plan, medical plans, non-qualified deferred compensation, and other benefit plans on the same basis as all other regular U.S. employees. |
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| GOVERNANCE AND OTHER CONSIDERATIONS | | | | STOCK OWNERSHIP GUIDELINES Each of our NEOs is subject to stock ownership guidelines. Under these guidelines, each NEO is required to maintain ownership of capital stock or an equity position in the Company. | Role | Minimum Stock Ownership | | | Chief Executive Officer | 3x annual base salary | | | Chief Financial Officer | 2x annual base salary | | | All other NEOs | 1x annual base salary | | NEOs may obtain or hold capital stock or an equity position above what is stated in the guidelines. The minimum equity position must be achieved within four years of becoming subject to the guidelines. Compliance may be met by accumulating such equity through vested shares of RSUs shares owned either directly or beneficially by the NEO and shares held in trust for the benefit of the NEO or his or her immediate family member. All NEOs currently satisfy the stock ownership guidelines. In addition to supporting long-term alignment with shareholders, we believe the stock ownership guidelines that apply to our NEOs moderate the incentive to take excessive risk. A copy of our stock ownership guidelines can be found at https://ir.naturessunshine.com/corporate-governance/governance-documents, as Attachment B to our Corporate Governance Guidelines. | | | | CLAWBACK Our Incentive Compensation Recovery Policy (the "Clawback Policy"), provides for the recovery of erroneously awarded incentive compensation if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the federal securities. The Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the NASDAQ listing standards or any other securities exchange on which the Company’s shares are listed in the future. A copy of the Clawback Policy can be found at https://ir.naturessunshine.com/corporate-governance/governance-documents. | | | | TIMING OF CERTAIN EQUITY AWARDS Equity awards are discretionary and are generally granted to our named executive officers on the third business day following approval at the March meeting of the Compensation Committee and Board each year. Awards to non-employee directors, if any, are granted on the third business day following approval at the May meeting of the Compensation Committee and Board each year. We did not grant any stock options, stock appreciation rights or similar awards under the 2012 Incentive Plan and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any executive officer, non-employee director or employee. Our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. | | |
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| | Nature's Sunshine Products, Inc. | 36 |
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| INSIDER TRADING We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an insider trading policy (the "Insider Trading Policy") governing transactions in our securities by our directors, employees, contractors, consultants and other personnel providing services to us, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. While the Company has not adopted a formal policy governing insider trading restrictions on the Company itself, as a matter of practice the Company observes the same procedures and restrictions, including the potential existence of material non-public information, with respect to transactions by the Company in its securities, including repurchases of common stock. A copy of our Insider Trading Policy can be found at https://ir.naturessunshine.com/corporate-governance/governance-documents. | | HEDGING AND PLEDGING SHARES Our Insider Trading Policy prohibits executive officers, as well as our Board, from entering into hedging transactions (such as put and call options) that could lock-in or protect the value of their equity compensation awards. Accordingly, similar to any other shareholder, the executive officers bear the full risk of economic loss with respect to their equity holdings. Executive officers are also prohibited from pledging their stock or holding such stock in margin accounts. | | COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M) Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation of more than $1.0 million paid in any taxable year to each “covered employee,” consisting of the CEO, CFO and the three other highest-paid executive officers. (Once a person becomes a “covered employee” the person remains a covered employee under Section 162(m) with respect to payments made even after the person has ceased to be an officer or employee.) Accordingly, compensation paid in excess of $1.0 million to covered employees will not be deductible. The compensation paid to our NEOs for 2024 did not exceed the $1.0 million threshold per officer, except for Mr. Moorehead and Mr. Jones. While the Compensation Committee considers the deductibility of executive compensation under Section 162(m) when evaluating particular compensation programs in the context of the Compensation Committee's broader compensation objectives and overall compensation philosophy, the Compensation Committee understands that it is possible that the compensation payable to our NEOs will exceed the $1.0 million limit under Section 162(m) in one or more future years. We believe that in establishing the cash and equity incentive compensation programs for our NEOs, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, we may deem it appropriate to provide one or more NEOs with the opportunity to earn incentive compensation, whether through annual cash incentive programs tied to our financial performance or through equity awards, which together with base salary in the aggregate may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. We believe it is important to maintain cash and equity incentive compensation at the levels needed to attract and retain the NEOs essential to our success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. | | COMPENSATION RISK ASSESSMENT Our compensation programs are designed to maintain an appropriate balance between incentives for long-term and short-term performances by utilizing a combination of compensation components, including base salary, annual cash incentive awards and long-term equity awards. No single incentive opportunity is outsized in absolute terms or relative to other incentives for any employees. We do not believe that our compensation programs and incentives are reasonably likely to encourage excessive risk-taking that could harm the Company. |
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| | Nature's Sunshine Products, Inc. | 37 |
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| SUMMARY COMPENSATION TABLE | | | | | | | | | | The following table and footnotes show information regarding the total compensation of each NEO for 2024, 2023, and 2022. | | | | | | | | | | Name and Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards ($) | Non-Equity Incentive Plan (3) ($) | All Other Compensation (4) ($) | Total ($) | | Terrence Moorehead President and Chief Executive Officer | 2024 | 832,000 | — | 1,456,000 | — | 525,034 | 43,492 | 2,856,526 | | | 2023 | 800,000 | — | 1,400,002 | — | 1,279,200 | 42,677 | 3,521,879 | | | 2022 | 723,559 | — | 2,023,328 | — | — | 38,560 | 2,785,447 | | Shane Jones Executive Vice President, Chief Financial Officer | 2024 | 460,000 | — | 552,000 | — | 193,522 | 14,994 | 1,220,516 | | | 2023 | 430,000 | 150,000 | 515,993 | — | 412,542 | 14,536 | 1,523,071 | | | 2022 | — | — | 550,004 | — | — | — | — | | Dan Norman Executive Vice President, President Asia | 2024 | 425,000 | — | 425,000 | — | 230,407 | 14,805 | 1,095,212 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |
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| 1) | Amounts for 2024 include amounts that were deferred from the executive salaries into the 401(k) plan in 2023, as follows: Mr. Moorehead-$23,000; Mr. Jones-$23,000; and Mr. Norman-$23,000. | | 2) | Amounts reflect the aggregate grant date fair value of the RSU grant made in each applicable year, in each instance calculated in accordance with FASB ASC Topic 718. See Note 12 of the Notes to Consolidated Financial Statements set forth in the 2024 Annual Report on Form 10-K filed with the SEC on March 11, 2025, for a description of the assumptions used in calculating such fair value. For this purpose, the estimate of forfeitures relating to vesting conditions is disregarded. The aggregate grant date fair value of the 2024 Performance-Based RSUs, assuming achievement of the maximum performance level, would be: Mr. Moorehead-$728,000; Mr. Jones-$276,000; and Mr. Norman $212,500. | | 3) | For a detailed discussion of payments made under our annual cash incentive program, see the section above entitled “Narrative Discussion of Compensation Policies-Annual Cash Incentive.” | | 4) | “All Other Compensation” includes the following amounts paid by the Company for the year ended December 31, 2024. The amounts disclosed are the actual costs of providing these benefits. |
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| Name | 401(k) Plan Company Contribution ($) | Life Insurance Premium($) | Product Credit ($) (A) | Miscellaneous Other ($) (B) | Total ($) | | Terrence Moorehead | 12,075 | 12,667 | 750 | 18,000 | 43,492 | | Shane Jones | 12,075 | 2,363 | 556 | — | 14,994 | | Dan Norman | 12,075 | 2,113 | 617 | | 14,805 |
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| A) | Includes $750 of product credit for each NEO. | | B) | Includes $18,000 automobile allowance for Mr. Moorehead. |
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| 38 | 2025 Proxy Statement | |
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| OUTSTANDING EQUITY AWARDS AT YEAR-END | | The following table provides certain summary information concerning outstanding equity awards held by the NEOs as of December 31, 2024. |
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| | Equity Incentive Plan Awards | | | Name | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units or Other Rights Not Vested ($)(1) | | Terrence Moorehead | 41,000 | 601,060(2) | | | 21,212 | 310,968(3) | | | 97,902 | 1,435,243(4) | | | 43,451 | 636,992(5) | | | 65,177 | 955,495(6) | | | 42,228 | 619,062(7) | | | 42,227 | 619,048(8) | | Total | 353,197 | 5,177,868 | | Shane Jones | 22,606 | 331,404(9) | | | 16,014 | 234,765(5) | | | 24,022 | 352,163(6) | | | 16,010 | 234,707(7) | | | 16,009 | 234,692(8) | | Total | 94,661 | 1,387,731 | | Dan Norman | 12,000 | 175,920(2) | | | 5,303 | 77,742(3) | | | 24,475 | 358,804(4) | | | 10,862 | 159,237(5) | | | 16,294 | 238,870(6) | | | 11,311 | 165,819(7) | | | 11,311 | 165,819(8) | | | 1,015 | 14,880(10) | | | 1,015 | 14,880(8) | | Total | 93,586 | 1,371,971 |
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| 1) | The market value of the restricted stock units reported in this column is based on the closing market price of our stock on December 31, 2024, which was $14.66. | | 2) | RSUs vest 50% upon achievement, and the remaining 50% within one year of achievement, based upon the achievement of Company stock price targets $21.65 and $24.65 price per share over a rolling 30-day period and must be achieved on or before June 16, 2025. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 3) | RSUs vest in three equal annual installments over each year of service measured from July 21, 2022, subject to the executive’s continued employment with the Company. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 4) | RSUs vest 50% upon achievement and the remaining 50% within one year of achievement based upon the achievement of four Adjusted EBITDA targets over a rolling 12-month period and must be achieved on or before December 31, 2026. These RSUs are conditionally subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 5) | RSUs vest in three equal annual installments over each year of service measured from April 20, 2023, subject to the executive’s continued employment with the Company. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. |
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| | Nature's Sunshine Products, Inc. | 39 |
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| 6) | RSUs vest 50% upon achievement and the remaining 50% within one year of achievement based upon the achievement of three Adjusted EBITDA targets over a rolling 12-month period and must be achieved on or before December 31, 2026. These RSUs are conditionally subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 7) | RSUs vest in three equal annual installments over each year of service measured from March 11, 2024, subject to the executive’s continued employment with the Company. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 8) | RSUs vest 50% upon achievement and the remaining 50% within one year of achievement based upon the achievement of four Adjusted EBITDA targets over a rolling 12-month period and must be achieved on or before December 31, 2026. These RSUs are conditionally subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 9) | RSUs vest in three equal annual installments over each year of service measured from December 19, 2022, subject to the executive’s continued employment with the Company. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | 10) | RSUs vest in three equal annual installments over each year of service measured from April 11, 2024, subject to the executive’s continued employment with the Company. These RSUs are subject to accelerated vesting in full upon termination by reason of death or disability or certain terminations following a change in control of the Company. | | | |
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| 40 | 2025 Proxy Statement | |
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| PAY VERSUS PERFORMANCE DISCLOSURE | | The following table sets forth information regarding the Company’s performance and the compensation actually paid to our NEOs, as calculated in accordance with SEC disclosure rules. |
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| Year (1) | Summary Compensation Table Total for CEO (2) | Compensation Actually Paid to CEO (3) | Average Summary Compensation Table Total for non-CEO NEOs (2) | Average Compensation Actually Paid to non-CEO NEOs (3) | Value of Initial Fixed $100 Investment Based On: (4) Total Shareholder Return | Net Income ($ Thousands) | | 2024 | 2,856,526 | (138,316) | 1,157,864 | 378,864 | $78.82 | 7,892 | | 2023 | 3,521,879 | 6,671,980 | 1,295,532 | 2,280,896 | $122.12 | 550 | | 2022 | 2,785,447 | 94,372 | 1,066,551 | 369,933 | $98.35 | 550 |
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| 1) | Names of PEO and NEOS by Year: 2024 - PEO: Terrence Moorehead; NEOs: Shane Jones, Dan Norman 2023 - PEO: Terrence Moorehead; NEOs: Shane Jones, Martin Gonzalez 2022 - PEO: Terrence Moorehead; NEOs: Joseph Baty, Shane Jones, Martin Gonzalez | | 2) | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Moorehead and (ii) the average of the total compensation reported in the Summary Compensation Table for the NEOs listed in footnote 1 for each applicable year. | | 3) | To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Moorehead and for the average of the other NEOs is set forth in the table below titled "Adjustments to Calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to Other NEOs." | | 4) | Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021 in our common stock. Historical stock price performance is not necessarily indicative of future stock price performance. |
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| Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs | | | | | | | | | 2024 | | 2023 | | 2022 | | | Adjustments | PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) | | Summary Compensation Table Total | 2,856,526 | 1,157,864 | 3,521,879 | 1,295,532 | 2,785,447 | 1,066,551 | | Adjustments for stock awards and option awards | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year | (1,456,000) | (488,500) | (1,400,002) | (445,496) | (2,023,328) | (774,188) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | (217,894) | (75,237) | 2,253,821 | 717,189 | 1,394,221 | 311,168 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (908,921) | (200,602) | 2,118,079 | 573,649 | (1,917,235) | — | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | — | — | — | — |
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| | Nature's Sunshine Products, Inc. | 41 |
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| Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs | | | | | | | | | 2024 | | 2023 | | 2022 | | | Adjustments | PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 39,419 | (11,926) | 178,203 | 140,022 | (132,123) | (7,015) | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (451,446) | (2,735) | — | — | (12,610) | (226,583) | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | (138,316) | 378,864 | 6,671,980 | 2,280,896 | 94,372 | 369,933 |
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| 1) | Amounts presented are averages for the entire group of other NEOs in each respective year. | | Pay versus Performance Narrative | | | The following information is provided as a description of the relationship between the information presented in the Pay versus Performance Table above regarding compensation actually paid and each of the results in Total Shareholder Return ("TSR") and Net Income. We have not historically utilized TSR or Net Income in our executive compensation program. However, we do utilize other corporate performance and financial measures to align executive compensation with our short- and long- term performance and our shareholder interests. Our compensation program supports a pay-for-performance philosophy, aligns with shareholder value creation and maintains a level of compensation that allows us to attract and retain the best available executive team. As described in the Narrative Discussion of Compensation Policies section above, part of our executive compensation program focuses annual corporate goals and objectives in addition to equity awards that incentivize long term value creation. | | | The most common and important measures we used to link executive compensation actually paid to our performance are: •Annual Corporate Revenue •Adjusted EBITDA As demonstrated in the graphs below, the amount of compensation actually paid to Mr. Moorehead and the average amount of compensation actually paid to our NEOs as a group, excluding Mr. Moorehead, is generally aligned with our profitability over the two years presented as measured based on TSR and Net Income. | |
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| 42 | 2025 Proxy Statement | |
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| | Nature's Sunshine Products, Inc. | 43 |
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| POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL | | The benefits and payments that our NEOs could receive under certain hypothetical termination scenarios are described in the narrative below and quantified in the table that follows. | | VOLUNTARY TERMINATION AND TERMINATION FOR CAUSE If any of our NEOs voluntarily resign without good reason or if an NEO's employment is terminated by the Company for cause then no additional payments or benefits will accrue or be paid to the NEO under his or her employment agreement other than what has been accrued and vested in the benefit plans discussed above in this Proxy Statement. A voluntary termination or involuntary termination for cause will not trigger an acceleration of the vesting of any stock options or other long-term incentive awards and any such awards that had not already vested would be forfeited. | | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON Under our employment agreements with our NEOs, in the event that his or her employment is terminated by the Company without “Cause” or if the NEO resigns for “Good Reason,” as those terms are defined in the employment agreements, the NEO would be entitled to the following benefits and payments: •Payment of all accrued and unpaid base salary through the date of such termination; •Monthly severance payments equal to one-twelfth of the NEO’s base salary as of the date of termination for a period equal to 12 months, except in the case of our CEO who would receive such severance payments for a period of 18 months; •Reimbursement for the cost the NEO incurs for continuation of his or her health insurance coverage under COBRA and for his or her family members if he or she provided for their coverage during his or her employment for a period of 12 months, except in the case of our CEO who would receive such reimbursement for a period of 18 months; and •Payment of a pro-rata bonus based on the percentage of the year in which the NEO remained employed for the year in which such termination occurs, which bonus shall be paid at the same time as similar bonuses are paid to the Company’s executive employees for such year. Except for our CEO, a termination without cause will not trigger an acceleration of the vesting of any stock options or other long-term incentive awards, and any such awards that had not already vested would be forfeited. In the case of our CEO, any unvested awards continue to vest for a period of 18 months after any termination without cause. | | TERMINATION DUE TO DEATH OR INCAPACITY If an NEO’s employment terminates due to death or incapacity, the employment agreement provides that such NEO would receive the same benefits and payments as if the employment had terminated without cause. A termination due to death or incapacity triggers an acceleration of the vesting of any stock options or other long-term incentive awards. |
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| 44 | 2025 Proxy Statement | |
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| POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL The Company’s employment agreements with its NEOs provide that if an NEO's employment is terminated by the Company for any reason, except for Cause, within 18 months of a change in control event or in anticipation of a Change in Control Event or if an NEO terminates his employment within 18 months of a change in control event for Good Reason, the Company will pay a lump sum based upon a multiple, which varies for each NEO, of the NEO's (i) annual target bonus and (ii) annual base salary at the time of termination. For all NEOs, if an NEO's employment is terminated in connection with a change in control event, the Company will reimburse the cost the NEO incurs for continuation of his or her health insurance coverage under COBRA and for his or her family members if he or she provided for their coverage for a period of 18 months for Mr. Moorehead, and a period of 12 months for all other NEOs. The equity awards held by the NEOs at the time of a qualifying change in control event will vest in full, except for those PRSUs granted in 2022, 2023 and 2024, which only vest upon a change in control if certain conditions are met. | | The following table shows potential payments to the NEOs upon death or incapacity, termination of employment without cause and termination of employment following a change in control of the Company. The amounts shown assume that the termination was effective December 31, 2024 and are estimates of the amounts that would be paid to the executive officers upon termination. The actual amounts to be paid can only be determined at the actual time of an officer's termination. No tax gross-ups are paid to the executive officers upon termination of employment. |
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| Name | Termination upon death or incapacity ($) | Termination without Cause ($) | Termination Following Change in Control ($) | | Terrence Moorehead | | | | | Base Salary Continuation | 1,248,000 | 1,248,000 | 1,248,000 | | Continuation of Medical Insurance | 30,870 | 30,870 | 30,870 | | Value of Accelerated Vesting (1) | 5,177,868 | 4,971,514 | 2,784,916 | | Other Benefits (2) | 873,600 | 873,600 | 1,310,400 | | Total | 7,330,338 | 7,123,984 | 5,374,186 | | Shane Jones | | | | | Base Salary Continuation | 460,000 | 460,000 | 575,000 | | Continuation of Medical Insurance | 20,580 | 20,580 | 20,580 | | Value of Accelerated Vesting (1) | 1,387,730 | — | 976,957 | | Other Benefits (2) | 322,000 | 322,000 | 402,500 | | Total | 2,190,310 | 802,580 | 1,975,037 | | Dan Norman | | | | | Base Salary Continuation | 425,000 | 425,000 | 425,000 | | Continuation of Medical Insurance | 20,580 | 20,580 | 20,580 | | Value of Accelerated Vesting (1) | 1,371,971 | — | 754,301 | | Other Benefits (2) | 255,000 | 255,000 | 430,000 | | Total | 2,072,551 | 700,580 | 1,629,881 |
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| | Nature's Sunshine Products, Inc. | 45 |
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| 1) | Represents the intrinsic value of accelerated vesting of all outstanding awards based on $14.66 closing price per share of Common Stock on December 31, 2024. Per Mr. Moorehead's employment agreement, if termination occurred without cause, all awards that would vest within 18 months of termination would continue to vest. | | 2) | All NEOs would be entitled to a pro-rata bonus based on the number of full or partial calendar months they remained employed during the year in which such termination occurs. Assuming the termination of an NEO's employment was effective on December 31, 2024, each NEO would be entitled to a bonus based on a full year of employment. The number set forth herein assumes bonus is paid at target. | | | |
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| 46 | 2025 Proxy Statement | |
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| Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm | | Our Audit Committee has retained Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025. As a matter of good corporate governance, we are asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. In evaluating and selecting the Company's firm, our Audit Committee considers, among other things, historical and recent performance of the current firm, an analysis of known significant legal or regulatory proceedings related to the firm, recent Public Company Accounting Oversight Board ("PCAOB") reports, industry experience, audit fee revenues, firm capabilities and audit approach and the independence and tenure of the firm. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. He or she will have an opportunity to make a statement at the Annual Meeting and will be available to respond to appropriate questions. |
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| PRE-APPROVAL POLICIES AND PROCEDURES We review a schedule of audit and non-audit services expected to be performed by our independent registered public accounting firm each year. In addition, the Audit Committee may delegate authority to its Chairperson to pre-approve certain additional audit and non-audit services rendered by our independent registered public accounting firm (other than services that have been generally pre-approved by the Audit Committee), during the period between meetings of the Audit Committee. The Chairperson must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. During the year ended December 31, 2024, all of the aggregate amounts set forth below under the captions "Audit Fees", "Tax Fees", "Audit-Related Fees", and "All Other Fees" were pre-approved by the Chairperson of the Audit Committee and subsequently reported to the Audit Committee in accordance with the procedures set forth above. | | Vote Required Approval of Proposal Three requires the votes cast in favor of the proposal to exceed the votes cast against such proposal. Abstentions will have no effect on the outcome of Proposal Three. The ratification of an independent registered public accounting firm is a matter on which a broker is generally empowered to vote. Accordingly, no broker non-votes are expected to exist in connection with Proposal Three. The Board recommends a vote FOR the ratification of Deloitte & Touche LLP. |
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| | Nature's Sunshine Products, Inc. | 47 |
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| FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We engaged Deloitte & Touche LLP as our independent registered public accounting firm on February 2, 2007. The table below presents the aggregate fees incurred by the Company during the years ended December 31, 2024 and 2023 for professional services rendered by Deloitte & Touche LLP. All of the fees below were approved by the Audit Committee. The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence and has concluded that it is. |
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| | 2024 ($) | 2023 ($) | 1) | Reflects aggregate fees billed by Deloitte & Touche LLP for professional services rendered for the audit of the Company's consolidated financial statements for the years ended December 31, 2024 and 2023, as well as other statutory audit fees for these periods. | | Audit Fees (1) | 1,468,362 | 1,357,262 | | | | Tax Fees (2) | 662,496 | 982,185 | | | | Audit-Related Fees | — | — | 2) | Reflects aggregate fees billed by Deloitte & Touche LLP for tax services for the years ended December 31, 2024 and 2023, related to tax compliance and international tax guidance. | | All Other Fees | — | — | | | | Total Fees | 2,130,858 | 2,339,447 | | | | | | | | |
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| 48 | 2025 Proxy Statement | |
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| AUDIT COMMITTEE REPORT | | In connection with the audited financial statements as of and for the year ended December 31, 2024, the Audit Committee (i) has reviewed and discussed the audited financial statements with management, (ii) has discussed with the independent registered public accounting firm the matters required by the standards adopted by the Public Company Accounting Oversight Board (PCAOB) and the SEC, and (iii) has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence. Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. Submitted by: Christopher Teets, Chair Steven Fasching Richard Moss Tess Roering Rong Yang | | The information contained in the above report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act. |
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| | Nature's Sunshine Products, Inc. | 49 |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding beneficial ownership of our Common Stock as of February 21, 2025, except as otherwise stated, by (1) each person who is known by us to beneficially own more than five percent of the outstanding shares of our Common Stock, (2) each of our directors, (3) each of our NEOs in the Summary Compensation Table and (4) all directors and Executive Officers of the Company as a group. As of February 21, 2025, there were 18,483,501 shares of Common Stock issued and outstanding. To our knowledge, and except as otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws, where applicable. Unless we indicate otherwise, each holder’s address is c/o Nature’s Sunshine Products, Inc., 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043. |
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| Name and Address of Beneficial Owner | Number of Shares (1) | Percent of Class (2) | | Beneficial Owners of More than 5% | | | | Fosun International, Ltd. (3) | 2,918,774 | 15.8% | | Wynnefield Capital, Inc. (4) | 2,473,686 | 13.4% | | Prescott Group Capital Management, LLC (5) | 1,783,097 | 9.6% | | Directors and Named Executive Officers | | | | Terrence Moorehead, President and Chief Executive Officer (6) | 438,296 | 2.4% | | Christopher Teets, Director (7) | 75,079 | * | | Robert Straus, Director (8) | 63,778 | * | | Richard Moss, Chairman of the Board (9) | 58,393 | * | | Shane Jones, Executive Vice President, Chief Financial Officer (10) | 47,927 | * | | Dan Norman, Executive Vice President, President Asia (11) | 40,226 | * | | Heidi Wissmiller, Director (12) | 23,931 | * | | Curtis Kopf, Director (13) | 16,691 | * | | Tess Roering, Director (14) | 16,691 | * | | Rong Yang, Director (15) | 7,658 | * | | Steven Fasching, Director (16) | — | * | | Katie May, Director (16) | — | * | | All Directors and Executive Officers as a group (20 persons) (17) | 1,028,212 | 5.6% | | * Less than 1 percent | | |
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| | Nature's Sunshine Products, Inc. | 51 |
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| 1) | All entries exclude beneficial ownership of shares that are issuable pursuant to awards that have not vested or that are not otherwise exercisable as of the date hereof and which will not become vested or exercisable within 60 days of February 21, 2025. | | 2) | Calculated based on 18,483,501 shares of our Common Stock outstanding on February 21, 2025, with percentages rounded to the nearest one-tenth of one percent. Shares of Common Stock subject to options that are presently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but not treated as outstanding for computing the percentage of any other person. | | 3) | Based on Schedule 13F-HR filed with the SEC on February 14, 2025, Fosun International, Ltd. has sole voting and dispositive power over 2,931,969 shares. Fosun International Ltd's address is Room 808, ICBC Tower, 3 Garden Road, Central Hong Kong F4 00000. | | 4) | Based on Schedule 13F-HR filed with the SEC on February 14, 2025 and Schedule 13D filed with the SEC on June 12, 2017. Includes 2,473,686 shares beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan, Wynnefield Capital Management, LLC, and Wynnefield Capital, Inc. Mr. Nelson Obus and Mr. Joshua Landes exercise voting and investment control over such shares and may be deemed to beneficially own these shares. Messrs. Obus and Landes, however, disclaim any beneficial ownership of these shares. In its Schedule 13D, Wynnefield Capital, Inc. lists its address as 450 Seventh Avenue, Suite 509, New York, New York 10123. | | 5) | Based on Schedule 13F-HR/A filed with the SEC on February 21, 2025, and Schedule 13D/A filed with the SEC on August 28, 2014, includes shares purchased by Prescott Group Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (collectively, the “Small Cap Funds”) through the account of Prescott Group Aggressive Small Cap Master Fund, G.P. (“Prescott Master Fund”), of which the Small Cap Funds are general partners. As general partner of the Small Cap Funds, Prescott Group Capital Management, L.L.C. (“Prescott Capital”) may be deemed to beneficially own these shares. As the principal of Prescott Capital, Mr. Phil Frohlich may also be deemed to beneficially own these shares held by Prescott Master Fund. Each of Prescott Capital and Mr. Frohlich, however, disclaims beneficial ownership of these shares. Prescott Capital and Mr. Frohlich have the sole voting and dispositive power over these shares. In its Schedule 13G, Prescott Group Capital Management, LLC lists its address as 1924 South Utica, Suite 1120, Tulsa, Oklahoma 74104-6429. | | 6) | Includes vested awards for 35,802 shares of Common Stock within 60 days of February 21, 2025, and 402,494 shares that Mr. Moorehead holds directly. | | 7) | Includes options exercisable for 25,000 shares and vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025, and 34,543 shares that Mr. Teets holds directly. | | 8) | Includes options exercisable for 25,000 shares and vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025, and 23,242 shares that Mr. Straus holds directly. | | 9) | Includes options exercisable for 25,000 shares and vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025, and 17,857 shares that Mr. Moss holds directly. | | 10) | Includes vested awards for 13,344 shares of Common Stock within 60 days of February 21, 2025 and 34,583 shares that Mr. Jones holds directly. | | 11) | Includes vested awards for 9,541 shares of Common Stock within 60 days of February 21, 2025 and 30,685 shares that Mr. Norman holds directly. | | 12) | Includes vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025 and 8,395 shares that Ms. Wissmiller holds directly. | | 13) | Includes vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025 and 1,155 shares that Mr. Kopf holds directly. | | 14) | Includes vested awards for 15,536 shares of Common Stock within 60 days of February 21, 2025 and 1,155 shares that Ms. Roering holds directly. | | 15) | Includes vested awards for 7,658 shares of Common Stock within 60 days of February 21, 2025. | | 16) | No shares held directly or vesting within 60 days of February 21, 2025. | | 17) | Includes options exercisable for 75,000 shares and vested awards for 200,463 shares of Common Stock within 60 days of February 21, 2025, and 752,749 shares that the directors and executive officers hold directly or may be deemed to be beneficially owned. |
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| 52 | 2025 Proxy Statement | |
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| DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires the Company’s directors, officers and persons who beneficially own more than 10 percent of a registered class of the Company’s equity securities, to file initial reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such directors, officers and 10 percent shareholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms furnished or available to the Company, the Company believes that its directors, officers and 10 percent shareholders complied with all Section 16(a) filing requirements for the year ended December 31, 2024 except that late reports were filed for each of Mr. Norman, Mr. Yates, Mr. Lanoy, Mr. Jones, Mr. Herbert, Mr. Fuller, and Mr. Teets with respect to: a Form 4 for each of Mr. Lanoy, Mr. Jones, Mr. Herbert and Mr. Fuller showing shares sold to pay taxes associated with a time-based RSU grant; a Form 4 for Mr. Norman showing shares transferred as an in-kind donation; a Form 4 for Mr. Yates for sale of shares and a Form 4 for Mr. Teets for an RSU grant. |
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| EQUITY COMPENSATION PLANS | | The following table contains information regarding our equity compensation plans as of December 31, 2024: |
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| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders (1) | 1,322,973(2) | 11.25 (3) | 1,881,958 (4) |
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| 1) | The Amended and Restated Nature’s Sunshine Products, Inc. 2012 Stock Incentive Plan (the “2012 Incentive Plan”). The 2012 Incentive Plan was approved by our shareholders on August 1, 2012. An amendment to the 2012 Incentive Plan was approved by our shareholders on January 14, 2015 to increase the number of shares available for issuance under the 2012 Incentive Plan by 1,500,000. An amendment and restatement of the 2012 Incentive Plan was approved by our shareholders on May 5, 2021, which, among other amendments, increased the number of shares of common stock reserved for issuance by 2,000,000 shares. The terms of this plan are summarized in Note 10 of the Notes to Consolidated Financial Statements set forth in the 2024 Annual Report on Form 10-K filed with the SEC on March 12, 2025. | | 2) | Consists of 75,000 stock options and 1,247,973 restricted stock units. | | 3) | Excludes the impact of restricted stock units, which are exercised for no consideration. | | 4) | Represents the number of shares available for future issuance under the 2012 Incentive Plan. |
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| | Nature's Sunshine Products, Inc. | 53 |
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| RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA | | (Amounts in Thousands) (Unaudited) | | Non-GAAP Financial Measures We have included information which has not been prepared in accordance with generally accepted accounting principles (GAAP), such as information concerning adjusted EBITDA. We utilize the non-GAAP measure of adjusted EBITDA in the evaluation of our operations and believe that this measure is a useful indicator of our ability to fund our business. Non-GAAP financial measures should not be considered as an alternative to, or more meaningful than, U.S. GAAP net income (loss) as an indicator of our operating performance. Other companies may use the same or similarly named measures but exclude different items, which may not provide investors with a comparable view of the Company's performance in relation to other companies. We have included a reconciliation of net income to adjusted EBITDA, the most comparable GAAP measure. |
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| | Year Ended December 31, | | | | 2024 | 2023 | | Net income | $7,892 | $16,416 | | Adjustments: | | | | Depreciation and amortization | 14,219 | 11,816 | | Share-based compensation expense | 4,788 | 4,893 | | Other (income) loss, net* | 1,669 | (1,453) | | Provision for income taxes | 10,534 | 3,786 | | Other adjustments (1) | 1,442 | 4,963 | | Adjusted EBITDA | $40,544 | $40,421 | | (1) Other adjustments | | | | Loss on disposal of property and equipment | $1,330 | $— | | Restructuring and other related expenses | 1,104 | — | | Charge (recovery) related to Japan loss | — | 5,712 | | Other | 695 | — | | VAT refund | (992) | (749) | | Total adjustments | $1,442 | $4,963 |
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| * Other (income) loss, net is primarily comprised of foreign exchange (gains) losses, interest income, and interest expense. |
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| 54 | 2025 Proxy Statement | |
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| OTHER MATTERS | | The Board knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that the proxies in the enclosed form will be voted in accordance with the judgment of the person voting the proxies. It is important that your shares be represented and voted at the Annual Meeting. I urge you to vote as promptly as possible by visiting http://www.proxyvote.com. Timely voting will ensure your representation at the Annual Meeting. If you decide to attend the Annual Meeting, you will be able to vote in person even if you have previously submitted your proxy. |
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| | By Order of the Board | | | /s/ Nathan Brower | | Lehi, Utah | Nathan Brower | | March 20, 2025 | Executive Vice President, General Counsel and Secretary |
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| | Nature's Sunshine Products, Inc. | 55 |