DEF 14A of Natures Sunshine Products Inc
Filed Mar 27, 2026 · FY20250001628280-26-021776
Election of Directors
Election of Directors
NOMINEES FOR ELECTION
NOMINEES FOR ELECTION
NOMINEES FOR ELECTION
| | Steven Fasching Director since 2024 | Committees: Audit (Chair) Compensation | | Mr. Fasching was appointed to the Board in November 2024 and currently serves as the Chair of the Audit Committee and as a member of 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. | | |
NOMINEES FOR ELECTION
| | Curtis Kopf Director since 2022 | Committees: Governance (Chair) Risk Management | | Mr. Kopf has served on the Board since January 2022, and currently serves as Chair of the Governance Committee and as a member of the Risk Management Committee. Mr. Kopf is currently Group Vice President, Customer Experience at Insulet, a $2B global med-tech company. 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. | | |
NOMINEES FOR ELECTION
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NOMINEES FOR ELECTION
| | Katie May Director since 2025 | Committees: Compensation Governance | | Ms. May was appointed to the Board in January 2025 and currently serves on the Compensation Committee and the Governance Committee. 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. | | |
NOMINEES FOR ELECTION
| | Tess Roering Director since 2022 | Committees: Risk Management (Chair) Compensation | | Ms. Roering has served on the Board since January 2022 and currently serves as the Chair of the Risk Management Committee and as a member of the Compensation Committee. Ms. Roering held various leadership positions at CorePower Yoga, including as Chief Commercial Officer from 2019 to 2020 and Chief Marketing Officer from 2014 to 2018. 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. | | |
NOMINEES FOR ELECTION
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NOMINEES FOR ELECTION
| | Kenneth Romanzi Director since 2025 | | Mr. Romanzi, age 65, brings over 40 years of experience in leadership positions with companies that specialize in consumer-packaged goods (“CPG”). Mr. Romanzi is an experienced CEO and operator with a proven track record of leading transformations and driving growth at public and private companies across the CPG industry. Notably, he served as President, CEO, and a member of the Board of Directors of B&G Foods, Inc., a public company with a broad portfolio of over 50 brands. Earlier in his career, Mr. Romanzi served in a variety of C-Suite and leadership roles at prominent CPG companies such as Nabisco; The Ultimate Juice Company, including the Naked Juice brand which was subsequently acquired by PepsiCo, Inc.; Hasbro, Inc.; and Ocean Spray Cranberries, Inc. Most recently, Mr. Romanzi served as an Operating Partner for Ronin Equity Partners from May 2021 to October 2025 and a Strategic Advisor for Astara Capital Partners from September 2022 to October 2025, both private equity firms. Mr. Romanzi earned a Bachelor of Science in Finance and Accounting from Babson College, where he continues to serve as a Trustee and Chair of the Governance Committee. | | | The Governance Committee nominated Mr. Romanzi to the Board because of his proven track record of leading transformations and driving growth at public and private companies. | |
NOMINEES FOR ELECTION
| | Robert Straus Director since 2017 | Committees: Compensation (Chair) Audit | | Mr. Straus has served on the Board since June 2017 and currently serves as Chair of the Compensation Committee and as a member of the Audit Committee. Mr. Straus is an institutional portfolio manager with over 25 years of proven experience investing in and serving as an advisor to C-suite executives of public and private companies. Since August 2025, Mr. Straus has served as the General Partner and Investment Manager at Aquidneck Advisors LLC, an investment firm that leverages extensive board and constructive activism experience to identify and trigger latent catalysts in undervalued, publicly traded companies. Since March 31, 2025, Mr. Straus has served as a consultant-special projects at Wynnefield Capital, Inc. ("WCI"), an investment firm specializing in private and small-cap publicly-traded companies. From April 2015 to March 2025, Mr. Straus served as a portfolio manager at WCI. Since December 2024, Mr. Straus has served on the board of directors of TechPrecision Corp. (TPCS), a NASDAQ CM listed company engaged in precision manufacturing of large integrated metal fabricated and machined components, primarily for the defense industry, where he serves as Vice-Chair, Chair of the Governance committee and a member of the Compensation committee. Mr. Straus continues to serve from time to time on the boards of various other private and non-profit companies. Mr. Straus received a Bachelor of Science in Business Administration from the University of Hartford - Barney School of Business and a Master of Business Administration from Bently University - McCallum Graduate School of Business. | | | | 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. | | |
NOMINEES FOR ELECTION
| 2026 Proxy Statement | 18 | |
NOMINEES FOR ELECTION
| | Heidi Wissmiller Director since 2020 | Committees: Governance Audit | | Ms. Wissmiller has served on the Board since July 2020 and was appointed Chair of the Board in April 2025. She currently serves on the Audit and Governance Committees. From 2014 to 2019, Ms. Wissmiller served in multiple C-suite positions, including Chief Growth Officer and Chief Operating Officer of Global Field Sales and Operations, for Rodan + Fields (“R+F”), the leading skincare brand in North America. During her tenure, she led R+F to more than $1 billion in incremental revenue growth, expanding its powerful community of female entrepreneurs to over 300,000 and customer base to 1.8 million. She also led the creation and launch of R+F Virtual, for which she received two co-patents, and was featured as a keynote speaker at the IBM Think convention and Salesforce Dreamforce Conference. Prior to R+F, Ms. Wissmiller was Chief Executive Officer at Micro Analytical Systems. She has over 25 years of leadership experience at globally recognized companies including PepsiCo, E & J Gallo Winery, and Mondelez (formerly RJR Nabisco). Ms. Wissmiller currently serves as Chair of the Board of Trustees of the New York Film Academy 10ARTS Foundation. She 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. | | |
NOMINEES FOR ELECTION
| | Rong Yang Director since 2022 | Committees: Audit Risk Management | | Mr. Yang was appointed to the Board in June 2022 and serves on the Audit Committee and Risk Management Committee. Mr. Yang has served as a senior advisor to Thermo Fisher Scientific since October 2025 and he has served as a senior business advisor at Treehill Partners since June 2025. Mr. Yang previously served as the CEO 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. | | |
NOMINEES FOR ELECTION
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.
NOMINEES FOR ELECTION
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION - 2025
DIRECTOR COMPENSATION - 2025 The following table sets forth certain information regarding the compensation of each individual who served as a non-employee director during 2025. Mr. Romanzi, who is our only employee on our Board of Directors, received no additional compensation for his service on our Board of Directors.
DIRECTOR COMPENSATION - 2025
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | All other Compensation (2) | Total | | Steven Fasching | $71,042 | $100,000 | $261 | $171,303 | | Curtis Kopf | $82,500 | $100,000 | $— | $182,500 | | Katie May | $71,042 | $125,000 | $— | $196,042 | | Rick Moss (3) | $45,833 | $— | $750 | $46,583 | | Tess Roering | $84,167 | $100,000 | $367 | $184,534 | | Robert Straus | $92,833 | $100,000 | $— | $192,833 | | Christopher Teets (3) | $31,667 | $— | $— | $31,667 | | Heidi Wissmiller | $117,500 | $100,000 | $— | $217,500 | | Rong Yang (4) | $80,000 | $100,000 | $219 | $180,219 |
DIRECTOR COMPENSATION - 2025
| 1) | On May 5, 2025, the Board approved a grant of 8,000 RSUs for each non-executive director. In addition, Ms. May received a grant of 1,766 RSUs on February 4, 2025 in connection with her 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) | Both Mr. Moss and Mr. Teets resigned from the Board of Directors on April 3, 2025, and both elected not to stand for reelection. | | 4) | Of the fees shown being paid to Mr. Yang, $26,667 were paid to Fosun Pharma. |
SETTING EXECUTIVE COMPENSATION
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 2025 were made in the first quarter of 2025. 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.
ROLE OF MANAGEMENT
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. In 2026, the Compensation Committee provided its independent recommendation to the Board for the compensation of our new CEO, Mr. Romanzi, following an arms-length negotiation at the end of a robust search process.
MARKET BENCHMARKING
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
MARKET BENCHMARKING
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MARKET BENCHMARKING
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.
MARKET BENCHMARKING
| 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 | |
MARKET BENCHMARKING
The 2024 peer group removed two peers and added three new peers, listed below.
MARKET BENCHMARKING
| 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 |
BASE SALARY
In early 2025 our Compensation Committee reviewed the 16 companies in the 2024 peer group. 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. Pursuant to the employment agreement entered into between the Company and Mr. Romanzi effective October 10, 2025, Mr. Romanzi's base salary is $ 850,000. The salary for former CEO, Mr. Moorehead and the salary for our new CEO, Mr. Romanzi, were both set below the median salary level in the peer group used as reference data in the 2024 compensation review.
ANNUAL CASH INCENTIVE
ANNUAL CASH INCENTIVE The annual cash incentive program is designed to reward our NEOs for achieving or exceeding our annual goals.
ANNUAL CASH INCENTIVE
| Name | Target Cash Incentive as a percentage of base salary | | Terrence Moorehead | 105% | | Kenneth Romanzi (1) | 100% | | Shane Jones | 70% | | Daniel Norman | 60% |
ANNUAL CASH INCENTIVE
| 1) | Mr. Romanzi's bonus was guaranteed at target for his pro-rata service period as part of his new hire package. His guaranteed pro-rata bonus was paid at the time of other employee bonuses. His bonus in 2026 is not guaranteed. |
ANNUAL CASH INCENTIVE
For 2025, the Compensation Committee adopted an annual cash incentive program for the NEOs based on the attainment of corporate financial performance goals. 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 2025 related to foreign exchange and other non-material, non-recurring items.
2025 Performance Goals
2025 Performance Goals For Mr. Moorehead and Mr. Jones, 100% of the potential 2025 cash incentive award was based on corporate financial performance goals for 2025, 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 2025 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 (linear interpolation for performance between the points shown).
2025 Performance Goals
| 2025 Corporate Financial Performance Goals (100 percent CEO and EVP CFO; 40 percent Mr. Norman) | | | | | | | | | | 2025 Revenue ($) (000) | 445,900 | 462,950 | 470,000 | 476,780 | 483,560 | 490,340 | 497,120 | 503,900 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% | | 2025 Adjusted EBITDA ($) (000) | 41,570 | 42,790 | 44,000 | 45,440 | 46,870 | 48,310 | 49,750 | 51,190 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% |
2025 Performance Goals
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2025 Performance Goals
| 2025 Asia Financial Performance Goals (60 percent Mr. Norman) | | | | | | | | | | 2025 Revenue ($) (000) | 209,800 | 214,600 | 219,400 | 222,500 | 225,700 | 228,800 | 232,000 | 235,100 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% | | 2025 Adjusted EBITDA ($) (000) | 38,400 | 40,300 | 42,300 | 43,400 | 44,600 | 45,800 | 47,000 | 48,100 | | Payout Percentage | 25.0% | 62.5% | 100.0% | 120.0% | 140.0% | 160.0% | 180.0% | 200.0% |
2025 Annual Cash Incentive Payout
2025 Annual Cash Incentive Payout In 2025, adjusted for foreign exchange rates, corporate revenue was $480,104, and our adjusted EBITDA was $47,344. The revenue in the APAC region was $222,763, and the adjusted EBITDA in the APAC region was $43,998. Based on this 2025 performance, the Compensation Committee approved payment of an annual cash incentive to our NEOs related to our financial performance goals as outlined in the below table. A reconciliation of net income to adjusted EBITDA is provided at the end of this Proxy Statement.
2025 Annual Cash Incentive Payout
| Name | Metric | Weighting (%) | Target Cash Bonus ($) (000) | Payout Earned ($) (000) | Payout as % of Target | | Terrence Moorehead (1) | Corporate Revenue | 50% | 360,211 | 467,576 | 130% | | | Corporate Adjusted EBITDA | 50% | 360,210 | 527,992 | 147% | | | | 100% | 720,421 | 995,568 | 138% | | Shane Jones | Corporate Revenue | 50% | 167,440 | 217,348 | 130% | | | Corporate Adjusted EBITDA | 50% | 167,440 | 245,431 | 147% | | | | 100% | 334,880 | 462,779 | 138% | | Dan Norman | Region Revenue | 30% | 80,325 | 97,712 | 122% | | | Region Adjusted EBITDA | 30% | 80,325 | 104,401 | 130% | | | Corporate Revenue | 20% | 53,550 | 69,511 | 130% | | | Corporate Adjusted EBITDA | 20% | 53,550 | 78,493 | 147% | | | | 100% | 267,750 | 350,117 | 131% |
2025 Annual Cash Incentive Payout
| 1) | Mr. Moorhead's cash incentive is prorated based upon his last day of employment being October 28, 2025. |
LONG-TERM INCENTIVE AWARDS
LONG-TERM INCENTIVE AWARDS We provided long-term, stock-based incentive awards in the form of RSUs and PRSUs pursuant to the Nature’s Sunshine Products, Inc. Amended and Restated 2012 Stock Incentive Plan (the “2012 Incentive Plan”). Equity target values were split with 50% of awards granted in the form of RSUs and 50% in PRSUs.
LONG-TERM INCENTIVE AWARDS
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LONG-TERM INCENTIVE AWARDS
| | | | Adjusted EBITDA Awards (2) | | Relative TSR Awards (2) | | | | Name | Number of Restricted Stock Units (#) | RSU Intended Grant Value ($) | Number of PRSUs Grant (at target) (#) | Intended Grant Value (at target) ($) | Number of PRSUs Grant (at target) (#) | Intended Grant Value (at target) ($) | Total Long Term Incentive Value ($) | | Ken Romanzi (1) | 102,881 | 1,500,004 | 51,440 | 749,997 | 47,262 | 749,999 | 3,000,000 | | Terrence Moorehead | 49,389 | 727,994 | 24,695 | 364,004 | 20,877 | 364,014 | 1,456,012 | | Shane Jones | 19,474 | 287,047 | 9,737 | 143,523 | 8,231 | 141,332 | 571,902 | | Dan Norman | 16,651 | 245,436 | 8,326 | 122,725 | 7,039 | 122,737 | 490,898 |
LONG-TERM INCENTIVE AWARDS
| 1) | Mr. Romanzi's award was a new hire equity award to attract his employment from outside the Company and it is not expected that his 2026 grant will be as great. | | 2) | The total value stated in our Summary Compensation table reflects the maximum value of the grant at 150% of target verse at 100% of target in the table above. |
2025 Time-Based RSU Awards
2025 Time-Based RSU Awards In 2025, we granted time-based RSUs to Mr. Moorehead, Mr. Jones, and Mr. Norman on March 10, 2025 and to Mr. Romanzi on November 4, 2025. 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.
2025 PRSU Awards
2025 PRSU Awards The Compensation Committee believes that performance-based equity rewards good long-term decision making, value creation, and aligns shareholder and management interests. PRSUs were granted to Mr. Moorehead, Mr. Jones, and Mr. Norman on March 10, 2025 and to Mr. Romanzi on November 4, 2025. These PRSUs were split between PRSUs that vest upon achievement of four adjusted EBITDA targets, reflecting substantial growth over 2024 adjusted EBITDA, and that vest upon the achievement of relative total shareholder return. For the Adjusted EBITDA awards, 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, 2027 and are considered challenging. The PRSUs do not expire until March 10, 2028 and until November 4, 2028 for Mr. Romanzi. The PRSUs may be earned for achieving each of the four trailing four fiscal quarter adjusted EBITDA hurdles. Achieving the first two adjusted EBITDA targets can result in earning 100 percent of the target value. Achieving the last two targets, which are deemed to be a significant stretch, can result in earning 150% of target value. 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. For the relative TSR awards, achievement is complete upon Compensation Committee certification of achieving total shareholder returns over both a 24 month and 36 month period. The PRSUs do not expire until March 10, 2028 and until November 4, 2028 for Mr. Romanzi. Relative performance is measured against a peer group of consumer facing R2000 constituents. The R2000 peer group is locked at the grant date and will not be altered for annual index reconstitution. The calculation uses 20-day average closing prices at the start end of the program for the Company's and its index peers. The targets allow participants to earn up to 150% of the target value. 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.
2025 PRSU Awards
| | Nature's Sunshine vs R2000 Peer Group | % of Target Earned | | Maximum | 85th Percentile | 150% | | | 75th Percentile | 133% | | | 65th Percentile | 117% | | Target | 55th Percentile | 100% | | | 45th Percentile | 80% | | | 35th Percentile | 60% | | Threshold | 30th Percentile | 50% |
TIMING OF CERTAIN EQUITY AWARDS
TIMING OF CERTAIN EQUITY AWARDS Equity awards are subject to the Company's Equity Grant Guidelines as approved on August 2, 2023. 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 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
TIMING OF CERTAIN EQUITY AWARDS
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table and footnotes show information regarding the total compensation of each NEO for 2025, 2024, and 2023.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards ($) | Non-Equity Incentive Plan (3) ($) | All Other Compensation (4) ($) | Total ($) | | Ken Romanzi (5) President and Chief Executive Officer | 2025 | 107,885 | — | 3,600,562 | — | 147,836 | 7,597 | 3,863,880 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Terrence Moorehead (6) Former President and Chief Executive Officer | 2025 | 726,400 | — | 1,820,159 | — | 995,568 | 42,859 | 3,584,986 | | | 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 | | Shane Jones Executive Vice President, Chief Financial Officer | 2025 | 474,437 | — | 727,994 | — | 462,779 | 17,561 | 1,682,771 | | | 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 | | Dan Norman Executive Vice President, President Asia | 2025 | 441,673 | — | 613,673 | — | 350,117 | 15,355 | 1,420,818 | | | 2024 | 425,000 | — | 425,000 | — | 230,407 | 14,805 | 1,095,212 | | | 2023 | — | — | — | — | — | — | — |
SUMMARY COMPENSATION TABLE
| 1) | Amounts for 2025 include amounts that were deferred from the executive salaries into the 401(k) plan in 2025, as follows: Mr. Romanzi- $0; Mr. Moorehead-$23,500; Mr. Jones-$23,500; and Mr. Norman-$23,500. | | 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 2025 Annual Report on Form 10-K filed with the SEC on March 10, 2026, 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 2025 Performance-Based RSUs, assuming achievement of the maximum performance level, would be: Mr. Romanzi-$2,816,000; Mr. Moorehead-$1,092,200; Mr. Jones-$430,600; and Mr. Norman-$368,200. | | 3) | For a detailed discussion of payments made under our annual cash incentive program, see the section above entitled “Narrative Discussion of Compensation Policies-Annual Cash Incentive” except for Mr. Romanzi. Mr. Romanzi's bonus was guaranteed at target for his pro-rata service period pursuant to his employment agreement. His guaranteed pro-rata bonus was paid at the time of other employee bonuses. His bonus in 2026 is not guaranteed. | | 4) | “All Other Compensation” includes the following amounts paid by the Company for the year ended December 31, 2025. The amounts disclosed are the actual costs of providing these benefits. | | 5) | Mr. Romanzi's employment with the Company began October 29, 2025. | | 6) | Mr. Moorhead's employment with the Company was terminated October 28, 2025. |
SUMMARY COMPENSATION TABLE
| Name | 401(k) Plan Company Contribution ($) | Life Insurance Premium($) | Product Credit ($) (A) | Miscellaneous Other ($) (B) | Total ($) | | Ken Romanzi | — | 3,869 | 728 | 3,000 | 7,597 | | Terrence Moorehead | 12,075 | 12,784 | — | 18,000 | 42,859 | | Shane Jones | 12,075 | 4,823 | 663 | — | 17,561 | | Dan Norman | 12,075 | 2,482 | 798 | | 15,355 |
SUMMARY COMPENSATION TABLE
| A) | Includes product credit up to $750 for each NEO. | | B) | Includes $3,000 and $18,000 automobile allowance for Mr. Romanzi and Mr. Moorehead, respectively. |
SUMMARY COMPENSATION TABLE
| 2026 Proxy Statement | 35 | |
OUTSTANDING EQUITY AWARDS AT YEAR-END
OUTSTANDING EQUITY AWARDS AT YEAR-END The following table provides certain summary information concerning outstanding equity awards held by the NEOs as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT YEAR-END
| | | | Equity Incentive Plan Awards | | | Name | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units or Other Rights Not Vested ($)(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units or Other Rights Not Vested ($)(1) | | Ken Romanzi | 102,881 | 2,220,172 | — | —(2) | | | — | — | 77,160 | 1,665,113(3) | | | — | — | 70,893 | 1,529,871(4) | | Total | 102,881 | 2,220,172 | 148,053 | 3,194,984 | | Terrence Moorehead | — | — | 93,006 | 2,007,069(5) | | | 21,725 | 468,826 | — | —(6) | | | — | — | 54,314 | 1,172,096(7) | | | 28,152 | 607,520 | — | —(8) | | | — | — | 42,227 | 911,259(9) | | | 49,389 | 1,065,815 | — | —(10) | | | — | — | 37,043 | 799,388(11) | | | — | — | 31,316 | 675,799(12) | | Total | 99,266 | 2,142,161 | 257,906 | 5,565,611 | | Shane Jones | 8,007 | 172,791 | — | —(6) | | | — | — | 20,018 | 431,988(7) | | | 10,673 | 230,323 | — | —(8) | | | — | — | 16,009 | 345,474(9) | | | 19,474 | 420,249 | — | —(10) | | | — | — | 14,606 | 315,197(11) | | | — | — | 12,347 | 266,448(12) | | Total | 38,154 | 823,363 | 62,980 | 1,359,107 | | Dan Norman | — | — | 23,251 | 501,757(5) | | | 5,431 | 117,201 | — | —(6) | | | — | — | 13,578 | 293,013(7) | | | 8,216 | 177,301 | — | —(8) | | | — | — | 12,326 | 265,995(9) | | | 16,651 | 359,329 | — | —(10) | | | — | — | 12,489 | 269,513(11) | | | — | — | 10,559 | 227,863(12) | | Total | 30,298 | 653,831 | 72,203 | 1,558,141 |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| 2026 Proxy Statement | 36 | |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| 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, 2025, which was $21.58. | | 2) | RSUs vest in three equal annual installments over each year of service measured from November 4, 2025, 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. | | 3) | 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, 2028. 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. | | 4) | RSUs vest upon achievement of relative total shareholder return targets over both a 24 month and 36 month performance period measured from October 10, 2025. Relative performance will be measured against a peer group of consumer facing R2000 constituents. 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. | | 5) | 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. | | 6) | 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. | | 7) | 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. | | 8) | 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. | | 9) | 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 March 11, 2027. 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. | | 10) | RSUs vest in three equal annual installments over each year of service measured from March 10, 2025, 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. | | 11) | 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 March 10, 2028. 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. | | 12) | RSUs vest upon achievement of relative total shareholder return targets over both a 24 month and 36 month performance period measured from March 10, 2025. Relative performance will be measured against a peer group of consumer facing R2000 constituents. 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. |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| 2026 Proxy Statement | 37 | |
PAY VERSUS PERFORMANCE DISCLOSURE
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.
PAY VERSUS PERFORMANCE DISCLOSURE
| | Summary Compensation Table Total for CEO (2) | | Compensation Actually Paid to CEO (3) | | | | | | | Year (1) | CEO | Prior CEO | CEO | Prior CEO | 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) | | 2025 | 3,863,880 | 3,584,986 | 2,507,963 | 3,989,398 | 1,551,795 | 1,653,021 | $259.38 | 20,451 | | 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 | 16,416 |
PAY VERSUS PERFORMANCE DISCLOSURE
| 1) | Names of PEO and NEOS by Year: 2025 - PEO: Ken Romanzi, Terrence Moorehead; NEOs: Shane Jones, Dan Norman 2024 - PEO: Terrence Moorehead; NEOs: Shane Jones, Dan Norman 2023 - PEO: Terrence Moorehead; NEOs: 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. Romanzi and 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, 2022 in our common stock. Historical stock price performance is not necessarily indicative of future stock price performance. |
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
| | 2025 | | | 2024 | | 2023 | | | Adjustments | PEO | Former PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) | | Summary Compensation Table Total | 3,863,880 | 3,584,986 | 1,551,795 | 2,856,526 | 1,157,864 | 3,521,879 | 1,295,532 | | 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 | (3,600,562) | (1,820,159) | (670,834) | (1,456,000) | (488,500) | (1,400,002) | (445,496) | | 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 | 2,244,645 | 939,434 | 343,572 | (217,894) | (75,237) | 2,253,821 | 717,189 |
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
| 2026 Proxy Statement | 38 | |
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
| | 2025 | | | 2024 | | 2023 | | | Adjustments | PEO | Former PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) | | Summary Compensation Table Total | 3,863,880 | 3,584,986 | 1,551,795 | 2,856,526 | 1,157,864 | 3,521,879 | 1,295,532 | | 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 | — | 1,656,814 | 406,581 | (908,921) | -200,602 | 2,118,079 | 573,649 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | — | — | — | — | — | | 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 | — | (279,427) | 35,407 | 39,419 | (11,926) | 178,203 | 140,022 | | (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 | — | (92,250) | (13,500) | (451,446) | (2,735) | — | — | | 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) | 2,507,963 | 3,989,398 | 1,653,021 | (138,316) | 378,864 | 6,671,980 | 2,280,896 |
ADJUSTMENTS TO CALCULATE COMPENSATION ACTUALLY PAID TO CEO AND AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
| 1) | Amounts presented are averages for the entire group of other NEOs in each respective year. |
PAY VERSUS PERFORMANCE NARRATIVE
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
PAY VERSUS PERFORMANCE NARRATIVE
| 2026 Proxy Statement | 39 | |
PAY VERSUS PERFORMANCE NARRATIVE
As demonstrated in the graphs below, the amount of compensation actually paid to Mr. Romanzi and 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.
PAY VERSUS PERFORMANCE NARRATIVE
| *All compensation and net income amounts in ($) millions. |
PAY VERSUS PERFORMANCE NARRATIVE
| 2026 Proxy Statement | 40 | |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
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.
POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
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. Romanzi, 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, 2024, and 2025, which only vest upon a change in control if certain conditions are met.
POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
| 2026 Proxy Statement | 41 | |
POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
The following table shows potential payments to the NEOs, except for Mr. Moorehead, 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, 2025 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. Mr. Moorehead’s employment as Chief Executive Officer was terminated effective October 29, 2025. In connection with the termination of his employment, the Company entered into a separation agreement with Mr. Moorehead. The terms of the separation agreement and severance amounts received by Mr. Moorehead are described in further detail below.
POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
| Name | Termination upon death or incapacity ($) | Termination without Cause ($) | Termination Following Change in Control ($) | | Ken Romanzi | | | | | Base Salary Continuation | 1,275,000 | 1,275,000 | 1,275,000 | | Continuation of Medical Insurance | 36,270 | 36,270 | 36,270 | | Value of Accelerated Vesting (1) | 3,564,445 | 5,415,156 | 3,564,455 | | Other Benefits (2) | 850,000 | 850,000 | 1,275,000 | | Total | 5,725,715 | 7,576,426 | 6,150,725 | | Shane Jones | | | | | Base Salary Continuation | 460,000 | 460,000 | 575,000 | | Continuation of Medical Insurance | 24,180 | 24,180 | 24,180 | | Value of Accelerated Vesting (1) | 1,409,325 | — | 1,409,325 | | Other Benefits (2) | 334,880 | 334,880 | 418,600 | | Total | 2,228,385 | 819,060 | 2,427,105 | | Dan Norman | | | | | Base Salary Continuation | 425,000 | 425,000 | 425,000 | | Continuation of Medical Insurance | 24,180 | 24,180 | 24,180 | | Value of Accelerated Vesting (1) | 1,233,772 | — | 1,233,772 | | Other Benefits (2) | 267,750 | 267,750 | 442,750 | | Total | 1,950,702 | 716,930 | 2,125,702 |
POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL
| 1) | Represents the intrinsic value of accelerated vesting of all outstanding awards based on $21.58 closing price per share of common stock on December 31, 2025. Per Mr. Romanzi'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, 2025, 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. |