DEF 14A of Medifast Inc, Apr 6, 2026

DEF 14A of Medifast Inc

Filed Apr 6, 2026 · FY20250001628280-26-023890

Open on EDGAR

  1. Our Board of Directors and Director Nominees

    Our Board of Directors and Director Nominees The following table provides information about our current Board of Directors and nominees.

  2. Our Board of Directors and Director Nominees

    | Name | Age at Annual Meeting | Director Since | Independent | Current Committee Memberships | | Jeffrey J. Brown(1) | 65 | 2015 | ✓ | Audit (Chair); Executive;*;+ | | Daniel R. Chard | 61 | 2016 | | Executive (Chair); ✧ | | Elizabeth A. Geary | 45 | 2023 | ✓ | NCG | | Michael A. Hoer(1) | 70 | 2018 | ✓ | Audit; +; CC | | Parsa Kiai(2) | 45 | - | ✓ | - | | Jeffrey Rose(2) | 55 | - | ✓ | - | | Scott Schlackman | 68 | 2015 | ✓ | CC (Chair); Audit | | Andrea B. Thomas | 61 | 2019 | ✓ | NCG (Chair); CC | | Ming Xian | 62 | 2018 | ✓ | NCG |

  3. Our Board of Directors and Director Nominees

    (1) Messrs. Brown and Hoer will not stand for re-election at the Annual Meeting. (2) Messrs. Kiai and Rose have not previously served as directors and are standing for election as directors at the Annual Meeting.

  4. Our Board of Directors and Director Nominees

    | ✓ | Independent Director | ✧ | Chairman of the Board | | Audit | Audit Committee | NCG | Nominating/Corporate Governance Committee | | CC | Compensation Committee | + | Audit Committee Financial Expert | | Executive | Executive Committee | * | Lead Independent Director |

  5. Our Board of Directors and Director Nominees

    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Forward-Looking Statements. This Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Proxy Statement are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “may,” “will,” “should,” “anticipate,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “would,” “could,” or the negative of these terms, and similar expressions and are made in connection with discussions of future operating or financial performance and/or events or developments that we expect or anticipate will occur in the future. These statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties, and other factors include those risks described in the Form 10-K, filed February 17, 2026, including those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in subsequent filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. The Company expressly disclaims any obligation to update any information contained in this Proxy Statement or to publicly release the results of any revisions to forward-looking statements to reflect events or circumstances of which we may become aware after the date of this Proxy Statement, except as required by law.

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently composed of seven directors. Our Board has set seven directors as the number to be elected at the Annual Meeting and, upon the recommendation of the Nominating/Corporate Governance Committee, has nominated for re-election current directors Daniel R. Chard, Elizabeth A. Geary, Scott Schlackman, Andrea B. Thomas and Ming Xian, and new nominees, Parsa Kiai and Jeffrey Rose for election, as directors with terms expiring at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. Messrs. Kiai and Rose have not previously been elected by our stockholders. The Board of Directors has determined that Jeffrey J. Brown, a member of our Board since 2015, and Michael A. Hoer, a member of our Board since 2018, will not stand for re-election at the Annual Meeting. Five out of seven nominees are currently directors of the Company and have been previously elected by our stockholders. Management has no reason to believe that any of the nominees are unable or unwilling to serve if elected. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the Named Proxies will vote shares represented by proxies at the Annual Meeting for the election of such persons as designated by the Board. The names of the nominees, along with their present positions, their principal occupations, current directorships held with other public corporations, as well as directorships during the past five years, their ages and the first year elected as a Medifast director, are set forth below. Certain individual qualifications, experiences and skills of our directors that contribute to the Board’s effectiveness and support the Company’s strategy as a whole are also described below. The Nominating/Corporate Governance Committee considers numerous qualifications when considering candidates for the Board, including their qualifications, skills, experiences, and tenure. The Board and the Nominating/Corporate Governance Committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. As a group, our Director nominees exhibit: •Highest personal and professional ethical standards, integrity, and values; •Practical wisdom and mature judgment; •An appreciation of multiple cultures; •A commitment to sustainability and social issues; •Innovative thinking; •Knowledge of corporate governance requirements and practices; and •Diverse backgrounds, including Directors with experience in business, international operations, finance, product development, marketing and sales, direct selling, and areas that are relevant to the Company’s direct-to-consumer activities. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, including making themselves available for consultation outside of regularly scheduled Board meetings, and should be committed to serve on the Board. Our nominees have a balanced mix of short and long tenure, ranging from three years to eleven years, as of the Annual Meeting.

  7. ELECTION OF DIRECTORS

    | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE SEVEN NOMINEES IDENTIFIED BELOW. |

  8. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  9. DIRECTOR NOMINEES

    | Chairman & Chief Executive Officer Director Since: 2016 Age at Annual Meeting: 61 Board Committee: •Executive Committee (Chairperson) Qualifications: Mr. Chard brings to the Board leadership skills and experience across operations, international, and marketing functions. He possesses extensive direct selling industry experience along with a strong background in consumer products. | Daniel R. Chard Mr. Chard has served as the Chief Executive Officer of the Company since October 2016 and Chairman since 2020. Prior to joining the Company, Mr. Chard served as President and Chief Operating Officer at PartyLite, a portfolio company of The Carlyle Group, from October 2015 to October 2016. Mr. Chard also served as the President, Global Sales & Operations at Nu Skin Enterprises, Inc. (“Nu Skin”) from February 2006 to September 2015, President of Nu Skin Europe from July 2004 to January 2006, and in various other roles of increasing responsibility since he joined Nu Skin in 1998. Education: Mr. Chard holds a Bachelor of Arts in Economics from Brigham Young University and received an MBA from the University of Minnesota. |

  10. DIRECTOR NOMINEES

    | Director Since: 2023 Age at Annual Meeting: 45 Board Committee: •Nominating/Corporate Governance Committee Qualifications: Ms. Geary brings to the Board experience in cyber, risk mitigation, and insurance. | Elizabeth A. Geary Ms. Geary serves as President and Chief Executive Officer of Tokio Marine HCC North America. Prior to joining Tokio Marine HCC, Ms. Geary held senior level roles at Liberty Mutual and TransRe including President of Insurance Solutions, President of Global Portfolio Management, Chief Underwriting Officer, and Global Head of Cyber. Education: Ms. Geary is a graduate of Fordham University, earning a Bachelor’s degree in Business Administration and an MBA in Finance from the Gabelli School of Business. |

  11. DIRECTOR NOMINEES

    | Age at Annual Meeting: 45 Qualifications: Mr. Kiai brings public and private company board experience and finance, transactional and investing experience. | Parsa Kiai Mr. Kiai is the Managing Partner and Chief Investment Officer of Steamboat Capital. He has 22 years of investing and corporate finance experience with expertise in capital allocation. Mr. Kiai is responsible for the overall direction of the business of Steamboat Capital and managing the portfolios of the company's clients. Education: Mr. Kiai graduated from Cornell University in 2003. |

  12. DIRECTOR NOMINEES

    | Age at Annual Meeting: 55 Qualifications: Mr. Rose brings to the Board experience in finance, legal, regulatory, risk evaluation, and strategic risk. | Jeffrey Rose, Esq. Mr. Rose is Chief Operating Officer and Chief Financial Officer of Steamboat Capital. He has 23 years of financial experience and has been a member of the New York Bar for over 30 years. Mr. Rose practiced corporate law for seven years, was Chief Financial Officer and General Counsel of Conquest Capital, a $1 billion alternative investment manager and served on the Investment Committee of GAM’s multi-billion dollar funds of funds before joining Steamboat in 2014. Education: Mr. Rose graduated from Queens College in 1990, NYU Law School in 1993 and Columbia Business School in 2002. |

  13. DIRECTOR NOMINEES

    | Director Since: 2015 Age at Annual Meeting: 68 Board Committees: •Compensation Committee (Chairperson) •Audit Committee Qualifications: Mr. Schlackman brings to the Board extensive global executive leadership experience and expertise in the direct selling business. | Scott Schlackman Mr. Schlackman serves as Chairperson of the Compensation Committee and a member of the Audit Committee. He is President of Scott Schlackman Global Consulting, LLC. Mr. Schlackman was on the Board of Image Skincare from 2015 to 2023 and served as Vice Chairman of Image Skincare from 2018 to 2023. From 2011 to 2013, he was President of Avon UK and Ireland and Vice President of Liz Earle Products, which Avon acquired in March 2010. He was Regional Vice President for Global Sales Development WEMEA and Asia Pacific Regions for Avon in 2010. In 2008 and 2009 he was General Manager of Continental Europe. From 2006-2008, he was General Manager of Avon Canada. In his 30 years with Avon, Mr. Schlackman served in a variety of senior executive roles with Avon Products, Inc., a global manufacturer and marketer of beauty and related products, living in nine different countries. Education: Mr. Schlackman received a BS from the Wharton School of the University of Pennsylvania. |

  14. DIRECTOR NOMINEES

    | Director Since: 2019 Age at Annual Meeting: 61 Board Committees: •Nominating/Corporate Governance Committee (Chairperson) •Compensation Committee Qualifications: Ms. Thomas brings to the Board considerable executive leadership experience along with a strong background in consumer products. | Andrea B. Thomas Ms. Thomas serves as the Chairperson of the Nominating/Corporate Governance Committee, and is a member of the Compensation Committee. She is the Chief Experience Officer at the University of Utah and a professor of marketing at the David Eccles School of Business at the University of Utah. She joined the university in 2016 after a 23-year career in brand management, retail marketing, innovation, and sustainability. She is also a consultant, bringing a unique approach of academia and experience working at tremendous scale for Walmart, Hershey and PepsiCo. She was a Senior Vice President at Walmart Stores for 8 and a half years leading teams in private brands, sourcing, sustainability, and marketing. Prior to joining Walmart, she was Vice President of Global Chocolate for the Hershey Company where she was responsible for platform innovation for Hershey’s portfolio of global brands. Previously, Ms. Thomas spent 13 years at PepsiCo where she worked in brand management, innovation, and retail marketing at Frito-Lay and Pizza Hut, launching Tostitos Scoops, managing the Tostitos Fiesta Bowl and coordinating the NFL and Disney relationships. Education: Ms. Thomas received a BA in mass communications from the University of Utah and an MBA in business administration from Brigham Young University. She also has a Doctorate of Education (EdD) from the University of Pennsylvania. |

  15. DIRECTOR NOMINEES

    | Director Since: 2018 Age at Annual Meeting: 62 Board Committee: •Nominating/Corporate Governance Committee Qualifications: Mr. Xian brings to the Board strategic management, business development, public relations and marketing skills. As a Chinese foreign-national, he also brings an understanding of the complexity of the Chinese government as he has worked throughout Asia, including Singapore. | Ming Xian Mr. Xian is currently retired, and previously held the position of Senior Internal Trainer of Sinochem Corporation from 2019 through 2023, and served as Chairman of Sinochem International (Overseas) Pte, Ltd. in Singapore from August 2008 to August 2010. Mr. Xian also served as Chief Strategy Officer of DSM Sinochem Pharmaceuticals from September 2011 to January 2017. He also served as Chairman of GMG Global from August 2008 to August 2010 and its Chief Executive Officer from August 2010 to August 2011. Education: Mr. Xian received a BS from Dalian Jiaotong University in China, a BEc from the University of International Business and Economy in China and a MEc from the Norwegian Management School in Norway. |

  16. INFORMATION CONCERNING OUR BOARD OF DIRECTORS

    INFORMATION CONCERNING OUR BOARD OF DIRECTORS

  17. Our 2025 Say-on-Pay Vote

    | Executive Compensation Program Element | Stockholder Feedback/Proxy Advisor Observations | Company Perspective/Actions Taken | | Chief Executive Officer Compensation | •Misalignment Between Pay and Performance - Stockholders noted the 3-year CEO pay was in the top quartile, while 3-year Total Shareholder Return (“TSR”) was in the bottom quartile creating a misalignment between pay and performance. •Size of Long-Term Incentive Award - Stockholders were concerned by the size of Mr. Chard's annual grant (in terms of number of shares granted) and the windfall it could represent should the stock price rise. | •Misalignment Between Pay and Performance - We acknowledge that the challenges faced by our business have significantly impacted TSR and have created a disconnect with reported CEO compensation. This disconnect is primarily due to the decline in our stock price over the past three years, and the Compensation Committee has taken steps to make changes to CEO compensation. •Realizable Compensation - While the reported compensation to our CEO remained consistent with the prior year, Mr. Chard’s realizable compensation is significantly less than the reported value due to the decline in our share price. As shown below under “Company Performance and CEO Pay,” Mr. Chard’s realizable compensation for 2025 was less than 65% of his target compensation, consistent with our pay-for-performance compensation philosophy. •Changes to CEO Compensation - The Compensation Committee, working in concert with Mr. Chard, reached an agreement to implement the following compensation changes: ◦2025 pay: Mr. Chard did not receive a pay increase nor did he receive a bonus for 2025 performance. ◦2026 pay: For the portion of 2026 during which Mr. Chard will serve as CEO, his total target compensation was reduced by approximately 40%, including reductions in (i) base salary to $800 thousand, (ii) short-term incentive target to 100%, and (iii) long-term incentive target to 300%. •Size of Long-Term Incentive Award - We have a standard practice for calculating the number of shares granted, based on target LTI value and the 20-day average stock price prior to the grant date. The number of shares granted to Mr. Chard in 2025 was largely impacted by the drop in the stock price. As noted above, he received the same grant date value as 2024. Mr. Chard's 2026 base salary and LTI target have been reduced as part of our efforts to address this concern. |

  18. Our 2025 Say-on-Pay Vote

    | Compensation Peer Group | •Peer Group Size - Stockholders were concerned by the size of peer group companies relative to Medifast's size due to decrease in Medifast’s revenue over the past several years. | •Each year, the Company evaluates its compensation peer group, and in 2025, it implemented notable adjustments by excluding several larger peers to more accurately represent the business’s present size. •For the 2026 performance year, the peer group was revised again. During this process, the Compensation Committee aimed to ensure the group remained relevant in terms of both industry and size, while also maintaining enough peers to support dependable comparison. The 2026 peer group has been provided in the Use of Peer Group section of the Compensation Discussion and Analysis herein. •In connection with the revised peer group, and the Company’s focus on aligning cost structures with economic realities, the Board elected to discontinue the 15% deferral premium feature from the non-employee director deferral program. •For 2026, the bonus and LTI target opportunity for executive leadership was evaluated versus new peer group data and as a result, reductions in targets were instituted. |

  19. Our 2025 Say-on-Pay Vote

    | Short-Term Incentive Metrics | •Qualitative Metrics - Stockholders were concerned by the quantity of qualitative metrics utilized in the short-term incentive plan. They preferred the use of quantitative metrics. | •For 2024, qualitative metrics were utilized for the short-term incentive plan in order to focus management on the strategic initiatives that are vital for the transformation of the Company’s business. •In 2025, the organization revised its short-term incentive criteria to rely exclusively on quantitative measures. Adjusted EBITDA was incorporated, reflecting the significance of maintaining financial strength and effective cash flow oversight. Additionally, Coach Productivity—calculated by dividing revenue by the number of Active Earning Coaches—was included. This particular metric plays a vital role in boosting revenue and offers team members direct insight into the factors that influence growth. •For 2026, with positive trends emerging in key operational and financial indicators, the company has reintroduced additional financial metrics into the short-term incentive program. | | Long-Term Incentive Metrics | •Metrics and Goal Setting - The long-term incentive plan utilized a single performance metric which was less desirable to stockholders. One stockholder also shared they preferred that we set a three-year cumulative target instead of the annual percentage growth goals set for each individual year in the performance period. | •Focus on Stability - For 2024 and 2025, in support of achieving financial stability, we believed it was important to focus our organization on revenue. This metric was important to align our executive leaders on driving coach and client growth as we invest in executing our strategic plan. •Ongoing Volatility - Driving exceptional performance and ensuring executives remain engaged are essential outcomes of the goal-setting approach. Because the business environment continues to evolve rapidly, we do not yet have sufficient confidence to establish realistic three-year aggregate goals that encourages the team to excel without resulting in either excessive rewards or targets that cannot be met. •In 2026, as we begin to see greater stability in our business, we are more confident in our ability to add a secondary financial metric to our long-term incentive plan and ultimately return to a cumulative goal-setting approach once the business stabilizes. |

  20. Compensation Philosophy

    Compensation Philosophy In today’s rapidly changing marketplace, and one that has been drastically impacted by the popularity of GLP-1 medications for weight loss, it is important to locate and secure talented executive leaders who will be able to steer our Company to long-term success, help the Company build a culture that can power our strategic and growth vision, and provide positive returns for our stockholders. Our executive compensation program is designed to attract, retain, and motivate these highly qualified executives, to align their interests with the interests of our stockholders and to cultivate a One Team mindset. Accountability is one of the Company’s core values, therefore we link our executive compensation to Company performance. The largest portion of our executives’ compensation is variable and at-risk. Short-term and long-term incentives are tied to Company performance against operational and financial measures. To ensure an alignment between executives’ interests and those of our stockholders, the Compensation Committee has engaged an independent compensation consultant to provide analysis of our compensation program, plan design, and market competitiveness. As outlined in detail in the above chart, we made a number of changes to our 2025 compensation program in response to stockholder input and to ensure executive leaders were focused on the financial and operational levers that would drive revenue and a path to financial stability. Retention of our top leaders was also important during this period. A stable management team benefits our strategic long-term goals and ensures that we are managed by executives who have a deep knowledge and understanding of our Company and have the ability to make well-informed decisions. We retain our executives by providing them competitive pay packages and tying a significant portion of their compensation to their long-term service with the Company. We examined and reaffirmed the following elements of our compensation philosophy for 2025: •We take a consistent, job-level approach to compensation decisions with a simple compensation structure, designed to link pay to performance. •The only fixed element of compensation for our executives is base salary, with the remainder of compensation based on the Company's financial performance and progress against key business building initiatives. •We target total compensation within a competitive range of the market median (50th percentile) of selected peers and relevant industry comparisons, with the flexibility to target compensation above median where warranted for critical talent. •We emphasize “at-risk” performance-based compensation where the majority of executive pay is delivered via annual bonus and performance-based equity compensation. •The annual incentive bonus rewards earned by our executives are based on the achievement of short-term performance goals and are only paid if threshold performance levels are achieved. •We grant annual equity awards to our CEO and other NEOs. Our annual grant awards to the CEO are comprised of 60% performance-vested awards and 40% time-vested awards. Our annual grant awards to other NEOs are comprised of 50% performance-vested awards and 50% time-vested awards. •We grant time-vested awards in the form of Restricted Stock Units (“RSUs”) to reinforce stock ownership, align executives’ interests with those of our stockholders, and improve the holding power of compensation with regards to key talent. •We grant Performance Share Unit awards (“PSUs”) to align executive pay with Company performance and incentivize executives to achieve pre-set performance goals, which drive stockholder value. •We use multiple performance measures that are operationally oriented, offering a balanced approach to focus on our long-term, consistent, and sustainable growth strategy. •We share success in meaningful ways at every level of the organization. In order to ensure that our plan is in line with stockholder expectations and regulatory requirements, we incorporate the below best practices as key components of our overall compensation philosophy.

  21. How We Make Compensation Decisions

    How We Make Compensation Decisions Role of Compensation Committee The Compensation Committee is responsible for developing and approving the executive compensation program for all executive officers, including the NEOs, and for reviewing, approving and, where appropriate, recommending to the full Board for approval, our incentive compensation and equity-based plans. The Compensation Committee is also responsible for the creation and periodic review of our overall executive compensation philosophy, the analysis and assessment of any material risk to the Company related to our compensation program, and the determination of the components and levels of executive compensation for the CEO and other executive officers. The Compensation Committee applies a set of principles to ensure our executive compensation programs support our business strategy and vision, are simple and easy to understand, reinforce a One Team mindset, provide market competitive opportunities, align with stockholder interests, and set balanced and achievable incentive targets. Role of Management The Compensation Committee works closely with members of our management team in designing our executive compensation program, including Mr. Chard, our CEO, Mr. Maloney, our CFO, and Mrs. Greninger, our CHRO. Our CEO evaluates the performance of our executives (other than his own performance) and makes recommendations as to the compensation levels of each executive (other than himself) and the goals for our short-term and long-term incentives. The advice of our CEO is important in order for the Compensation Committee to design compensation programs that align to corporate goals and strategic direction. All compensation decisions are made by the Compensation Committee in its sole discretion. Role of Compensation Consultants and Survey Data The Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”), an independent executive compensation consultant, as its independent compensation consultant to closely monitor developments and trends in executive compensation and to provide recommendations for appropriate adjustments to the Company’s executive compensation program, policies, and practices, in line with the Company’s business and talent strategies and investor expectations. The Compensation Committee evaluated the independence of Meridian and concluded that no conflict of interest existed that would prevent Meridian from independently advising the Compensation Committee. Meridian does not provide services to Medifast other than as the independent consultant to the Compensation Committee. Use of Peer Group The Compensation Committee assesses each executive’s total target compensation (which includes base pay, annual incentive target bonus and stock-based long-term incentives) against our compensation peer group. Our ability to remain competitive depends, in significant part, on our success in recruiting and retaining executive leadership with a competitively attractive compensation package. The Compensation Committee sets total target compensation for each NEO near the median of our compensation peer group, with the mix of pay (base pay, annual cash incentives and stock-based long-term incentives) designed to reflect a strong bias towards pay for performance by placing a majority of total target compensation at risk. The Compensation Committee may set total target compensation above or below median based on various factors including individual experience, Company performance, internal equity considerations and individual performance. Each year, the Compensation Committee reviews and approves our compensation peer group to ensure that the peer companies meet the following criteria: (1) industry (healthy living and wellness companies and general weight-loss industry companies are prioritized); (2) revenue (approximately l/2x to 2x our annual revenue); or (3) business model (with an emphasis on direct selling consumer product companies, where available). As part of Meridian’s engagement, the compensation consultant reviewed the compensation peer group for continued appropriateness, which was used to evaluate and set the 2025 compensation of our NEOs. As previously discussed, the company's 2025 peer group was significantly changed to reflect the company's current size. Six peer companies were removed, five new peer companies were introduced and ten were kept in place for a total of 15 companies. The Compensation Committee remains committed to reviewing the peer group regularly with the listed criteria in mind for future compensation decisions. Our peer group companies, their respective industries, and revenue and market caps as of December 31, 2025, are illustrated below.

  22. How We Make Compensation Decisions

    | 2025 Peer Group | | | | | Company (n = 15) | Industry | Revenue LTM ($M)(1) | Market Cap ($M)(1) | | Herbalife Ltd. | Personal Care Products | 5,038 | 1,332 | | Edgewell Personal Care Company | Personal Care Products | 2,231 | 796 | | B&G Foods, Inc. | Packaged Foods and Meats | 1,841 | 344 | | 1-800-FLOWERS.COM, Inc. | Other Specialty Retail | 1,585 | 250 | | The Hain Celestial Group, Inc. | Packaged Foods and Meats | 1,506 | 97 | | Nu Skin Enterprises, Inc. | Personal Care Products | 1,485 | 469 | | The Simply Good Foods Company | Packaged Foods and Meats | 1,450 | 1,908 | | USANA Health Sciences, Inc. | Personal Care Products | 913 | 359 | | SunOpta, Inc. | Packaged Foods and Meats | 792 | 449 | | WW International, Inc. | Specialized Consumer Services | 711 | 292 | | Duluth Holdings Inc. | Apparel Retail | 591 | 76 | | Nature’s Sunshine Products, Inc. | Personal Care Products | 480 | 378 | | The Honest Company, Inc. | Personal Care Products | 371 | 288 | | Farmer Bros. Co. | Packaged Foods and Meats | 338 | 32 | | Beyond Meat, Inc. | Packaged Foods and Meats | 291 | 372 | | 75th Percentile | | 1,546 | 459 | | Median | | 913 | 359 | | 25th Percentile | | 353 | 269 | | Medifast, Inc. | Personal Products | 386 | 110 | | Percent Rank | | 15% | 15% |

  23. How We Make Compensation Decisions

    (1)Effective as of December 31, 2025, based on information available as of March 23, 2026. In 2026, the Compensation Committee once again made significant changes to the peer group in response to revenue decline, removing six peer companies (Herbalife Ltd., Edgewell Personal Care Company, B&G Foods, Inc., 1-800-FLOWERS.COM, Inc., The Hain Celestial Group, Inc., and The Simply Good Foods Company) and adding an additional five companies (BRC Inc., LifeVantage Corporation, Olaplex Holdings, Inc., The Beachbody Company, Inc., and The Beauty Health Company).

  24. How We Make Compensation Decisions

    | 2026 Peer Group | | | | | Company (n = 14) | Industry | Revenue LTM ($M)(1) | Market Cap ($M)(1) | | Nu Skin Enterprises, Inc. | Personal Care Products | 1,485 | 469 | | USANA Health Sciences, Inc. | Personal Care Products | 913 | 359 | | SunOpta, Inc. | Packaged Foods and Meats | 792 | 449 | | WW International, Inc. | Specialized Consumer Services | 711 | 292 | | Duluth Holdings Inc. | Apparel Retail | 591 | 76 | | Nature’s Sunshine Products, Inc. | Personal Care Products | 480 | 378 | | Olaplex Holdings, Inc. | Personal Care Products | 423 | 894 | | BRC Inc. | Packaged Foods and Meats | 398 | 32 | | The Honest Company, Inc. | Personal Care Products | 371 | 288 | | Farmer Bros. Co. | Packaged Foods and Meats | 338 | 32 | | The Beauty Health Company | Personal Care Products | 301 | 177 | | Beyond Meat, Inc. | Packaged Foods and Meats | 291 | 372 | | The Beachbody Company, Inc. | Specialized Consumer Services | 252 | 73 | | LifeVantage Corporation | Personal Care Products | 210 | 78 | | 75th Percentile | | 681 | 376 | | Median | | 411 | 290 | | 25th Percentile | | 310 | 90 | | Medifast, Inc. | Personal Products | 386 | 110 | | Percent Rank | | 43% | 28% |

  25. Elements of Executive Compensation

    For 2026, the base salary for our Chief Executive Officer was reduced from $1,000,000 to $800,000. Annual Incentive Bonus Our annual incentive bonus plan is designed to reward our NEOs for the achievement of critical short-term financial goals and other corporate objectives that support the long-term sustainability of the Company. The Compensation Committee determined each NEO’s target bonus opportunities, taking into account benchmark data from our compensation peer group, the NEO’s contribution to current and long-term corporate goals and input from the CEO (the CEO did not provide input on his own target bonus opportunity). Target Bonus Opportunity For 2025, each NEO's target bonus opportunity did not change from 2024 levels. The table below shows each NEO’s 2025 target bonus opportunity, expressed as a percentage of base salary.

  26. Elements of Executive Compensation

    For 2026, the short-term incentive for our Chief Executive Officer was reduced from 115% to 100%. NEOs could earn between 25% and 100% of target based on achieved performance against the Compensation Committee approved 2025 performance goals. The short-term incentive included a “target cap” of 100% of target for 2025, to moderate payouts during our transformation. It is important to note that historical practice and market norms call for a maximum of 200% of target. Aligned with our practice in 2024, payout levels were reduced to reflect the Company’s current financial and operational condition and to align with budgetary considerations. If threshold performance was not achieved for a performance measure, then no cash incentive would be paid to the NEOs with respect to that measure. 2025 Annual Incentive Performance Measures In 2025, the Company was focused on delivering higher Coach Productivity, enabling more coaches to achieve the rank of Executive Director or above and investing in future growth while maintaining financial stability. To align our team members to advancing these goals, the Compensation Committee decided to utilize two quantitative metrics to tie the short-term incentive potential of the executive officers to the key strategic initiatives required to advance our business transition. The financial and operational targets for the annual incentive bonus were set based on the annual budget approved by the Board during the first quarter of 2025. For 2025, the Compensation Committee selected the following two performance measures: (i) Coach Productivity measured by Revenue per Active Earning Coach (AEC) and (ii) EBITDA adjusted for investments and one-time items. The Company selected Coach Productivity as a measure because it continues to be a critical driver of customer acquisition and coach sponsorship. The Compensation Committee also selected Adjusted EBITDA to focus the NEOs on achieving profitable growth, which it believes drives sustainable performance. In addition, due to the continued volatility in the business, the Compensation Committee added a Transformation Modifier which could increase or reduce the total bonus payout by 50% contingent on the achievement of financial results, indication of business transformation success, shareholder value creation and other inputs deemed appropriate by the Compensation Committee. The Compensation Committee established these targets, designed to be achievable in light of the financial investment required to transition our business to a metabolic health company and the changing competitive landscape, including the impact of GLP-1 medications. 2025 Annual Incentive Performance Goals The table below shows the 2025 threshold and target performance goals for each measure (Adjusted EBITDA expressed in millions).

  27. Elements of Executive Compensation

    | Performance Measures | Threshold (25%) | Target/Maximum (100%) | Weight (%) | | Coach Productivity (Revenue/AEC) | $4,350 | $4,500 | 60% | | Adjusted EBITDA | $5.0 | $11.0 | 40% |

  28. Elements of Executive Compensation

    In 2025, the Company was focused on researching, developing, and launching a new metabolic health opportunity narrative and deploying education to re-energize our field community and give them a powerful new story to reach new clients in a highly competitive business environment. Among many tactics deployed to improve Coach Productivity, the Company launched the Edge program to focus coaches on the key activities needed to grow their businesses. These activities are essential for growing Coach Productivity and in turn enable growth in revenue. The Company also focused on supporting coaches to achieve an Executive Director (“ED”) rank or above. We know coaches that achieve an ED rank are highly productive and are critical for propelling the business forward. We continue to maintain financial stability, increasing our cash, cash equivalents, and investments balance for future investment, from $162.3 million as of December 31, 2024 to $167.3 million as of December 31, 2025, funding investment in our new metabolic health opportunity through scientific research and marketing initiatives. Net income was adjusted for interest, taxes, depreciation, amortization, stock-based compensation, investments in metabolic health, and marketing spend needed to fuel our business transition to arrive at Adjusted EBITDA used for the 2025 annual incentive performance goals. 2025 Annual Incentive Achieved Performance and Payouts The table below shows the 2025 performance achievement for each measure (Adjusted EBITDA expressed in millions).

  29. Elements of Executive Compensation

    | Performance Measures | Target/Maximum (100%) | 2025 Actual Results ($) | Weight (%) | Achieved Performance (%) | | Coach Productivity (Revenue/AEC) | $4,500 | $4,609 | 60% | 60% | | Adjusted EBITDA | $11.0 | $21.9 | 40% | 40% | | | | | | 100% | | (+/-) 50% Modifier | | | | (50)% | | Aggregate Achieved Performance | | | | 50% |

  30. Elements of Executive Compensation

    For 2025, the Company achieved the following results: (i) Coach Productivity of $4,609 Revenue per AEC and (ii) Adjusted EBITDA on a non-GAAP basis of $21.9 million. The Compensation Committee opted to implement a 50% transformation modifier reduction to the bonus plan. Although meaningful strides were made towards financial stability, with both Coach Productivity and EBITDA targets being surpassed, the Committee determined that the 50% modifier reduction was warranted due to ongoing revenue decline and the absence of profitability during the year. These results yielded an annual incentive payout equal to 50% of each NEO's target bonus opportunity with exception of our Chief Executive Officer. The Compensation Committee, in agreement with our Chief Executive Officer, determined to award Mr. Chard a 0% bonus for the 2025 performance year. Long-Term Equity Awards Our long-term incentive compensation is intended to incentivize our NEOs to achieve key financial goals, enhance stockholder value, promote executive stock ownership and facilitate executive retention. Equity Pay Mix The equity mix for our Chief Executive Officer is 60% performance share unit awards (PSUs) and 40% time-based equity awards. Given the challenging business conditions and the need to retain a stable executive leadership, the equity mix for our Executive Officers (excluding the CEO) remained 50% PSUs and 50% time-based equity for the 2025 performance year. We believe this continued emphasis on performance-based awards drives alignment with stockholder value and accountability for achieving our goals while also acknowledging the continuing transformation journey ahead. Total Long-Term Target Value Each year, the Compensation Committee sets each NEO's long-term target value based on benchmark data from our compensation peer group and its assessment of the NEO's contribution to current and long-term corporate goals. Each NEO’s total long-term target value was allocated between time-based RSUs and PSUs and the number of shares awarded was based on share price on the date of grant. The table below shows each NEO's total long-term target value and the number of time-based shares and performance share units awarded in 2025.

  31. Elements of Executive Compensation

    | Name | Long-Term Target Value ($) | Time-Based Restricted Stock Units (#) | Performance Share Units (#) | | Daniel R. Chard | 4,600,000 | 124,953 | 187,430 | | James P. Maloney | 711,565 | 24,161 | 24,161 | | Nicholas M. Johnson | 594,475 | 20,185 | 20,185 | | Anthony E. Tyree | 561,429 | 19,063 | 19,063 | | Jason L. Groves | 577,504 | 19,609 | 19,609 |

  32. Elements of Executive Compensation

    Performance Share Units (PSUs) •On March 25, 2025, the Compensation Committee approved the grant of a target number 2025 PSUs to each NEO which may be earned over a three-year performance period (ending December 31, 2027) based on achieved levels of revenue growth against pre-defined performance goals. •At the beginning of the three-year performance period, the Compensation Committee set revenue performance goals for the first year of the performance period and approved predefined percentage revenue growth targets for the second and third years of the performance period. Three consecutive one-year performance goals were used due to our strategic transformation and the volatile business environment facing the company, thereby making it difficult to set multi-year performance objectives. The number of PSUs earned over the performance period varies based on the level of achieved performance as described below. •In the first year of the three-year performance period, each NEO may earn between 25% (at threshold performance) and 150% (at maximum performance; reduced from our historical practice and market norm of 200% payout for maximum performance) of their target number of PSUs based upon achieved performance against the performance goals for 2025. •In the second and third year of the three-year performance period, each NEO may earn between 25% (at threshold performance), and 200% (at maximum performance) of their target number of PSUs based on achievement against revenue growth goals in those years. •The 2025 PSU grant also re-introduced a TSR Kicker component. This feature allows for the NEOs to earn an additional 15% on top of their final result if the company achieves 60th percentile TSR performance relative to a peer group. The peer group was defined as the S&P 1,000 Consumer Staples Index plus the company's Compensation Peer Group as of January 1, 2025. •If threshold performance is not achieved with respect to any one-year performance period, then no 2025 PSUs would vest with respect to that performance period. The percentage of target shares earned is equal to the average percentage of target earned over the three one-year performance periods. The number of PSUs earned are paid in shares of common stock following the end of the three-year period. Other than upon retirement (see “Retirement Benefits”) or a qualifying termination of employment under the Medifast Executive Severance Plan (see “Severance”), an NEO must be continuously employed through the end of the three-year performance period to receive a distribution of earned PSUs. Time-Based Restricted Stock Units •On March 25, 2025, each NEO was granted 2025 time-based restricted stock unit grants, which vest ratably over a three-year period. On each vesting date, the vested portion of the RSUs are delivered as shares. Other than upon retirement (see “Retirement Benefits”) of upon a qualifying termination of employment under the Medifast Executive Severance Plan (see “Severance”), an NEO must be continuously employed through each vesting date to receive the shares subject to the RSUs. In 2023, the Compensation Committee awarded PSUs to certain NEOs with a three-year performance period, which concluded on December 31, 2025. Each NEO was granted a target number of 2023 PSU awards and was eligible to earn between 25% and 200% of the target number depending upon achieved performance against performance goals (with no awards vesting if threshold performance was not achieved). The performance goals for the 2023 PSU awards were: (i) revenue; and (ii) operating income. The PSUs include a relative TSR modifier, pursuant to which the number of performance-based deferred shares otherwise earned based on achievement against the financial metrics is increased by 25% if the Company’s three-year TSR performance achieves a 75th percentile rank or greater, relative to a set of peers. The number of earned and vested performance awards is paid in a like number of shares of our common stock. Other than upon retirement (see “Retirement Benefits”) or upon severance under the Medifast Executive Severance Plan (see “Severance”), an NEO generally must be continuously employed through the end of the performance period to receive a distribution of shares. The final results with respect to the 2023-2025 period are set forth below (in thousands, except for percentages).

  33. Severance Benefits

    Severance Benefits We maintain the Medifast Executive Severance Plan (the “Severance Plan”) pursuant to which severance benefits are provided to our CEO, the other NEOs and certain executives at the Executive Vice-President level or above who report directly to the CEO upon certain terminations of employment, including a termination by the Company without “cause” or by the executive for “good reason.” The Severance Plan was designed with an eye towards severance plans and policies in the market, so that the severance benefits provided under the Severance Plan are market competitive. Severance benefits provide economic security for our executives during times of uncertainty, which allows them to focus their attention on leading and managing the Company. In addition, we believe that the Severance Plan is an important factor in the retention of our executives while remaining within market norms. Please refer to the Potential Payments upon Termination or Change in Control narrative within the Executive and Director Compensation Tables section herein for additional information on the Severance Plan.

  34. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards The Company did not issue any stock options or stock appreciation rights during 2025. Our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, the Compensation Committee does not take material non-public information into account when determining the terms of stock options or similar awards.

  35. ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES

    ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES The Compensation Committee has conducted a risk assessment of all of our compensation policies and practices to ensure that they do not foster risk taking above the level of risk associated with our business model. Based upon that review and a review by management of the Company’s internal controls, the Compensation Committee has concluded that the Company’s compensation programs do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee based its conclusion on a variety of factors, including the following specific aspects of the Company’s compensation practices: •Our annual incentive compensation program is based on balanced performance metrics that promote disciplined progress towards longer-term Company goals; •We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company and stockholder value; •At the senior management and executive levels, our compensation programs are weighted towards offering incentives that reward sustainable performance by requiring continued service to receive payment; and •All of our compensation awards are capped at reasonable and sustainable levels, as determined by a review of our economic position and prospects, as well as the compensation offered within our peer group and by comparable companies.

  36. EXECUTIVE AND DIRECTOR COMPENSATION TABLES

    EXECUTIVE AND DIRECTOR COMPENSATION TABLES

  37. Summary Compensation Table (2025, 2024, and 2023)

    Summary Compensation Table (2025, 2024, and 2023) The following table sets forth the annual and long-term compensation for the last three fiscal years of the Company’s Chief Executive Officer, the Chief Financial Officer, the Chief Field Operations Officer, the Chief Business Operations Officer, and the Chief Legal Officer & Corporate Secretary. These individuals are our “Named Executive Officers” for fiscal year 2025.

  38. Summary Compensation Table (2025, 2024, and 2023)

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Daniel R. Chard Chairman & Chief Executive Officer | 2025 | 1,000,000 | | 4,567,664 | 0 | 16,886 | 5,584,551 | | | 2024 | 1,000,000 | | 4,029,669 | 563,500 | 16,686 | 5,609,855 | | | 2023 | 1,000,000 | | 4,604,755 | 1,322,500 | 111,807 | 7,039,062 | | James P. Maloney Chief Financial Officer | 2025 | 527,085 | | 700,427 | 184,480 | 16,403 | 1,428,396 | | | 2024 | 527,085 | | 623,337 | 180,790 | 16,273 | 1,347,486 | | | 2023 | 527,085 | | 992,101 | 424,303 | 66,334 | 2,009,824 | | Nicholas M. Johnson Chief Field Operations Officer | 2025 | 440,352 | | 585,163 | 154,123 | 15,980 | 1,195,619 | | | 2024 | 440,352 | | 520,806 | 151,041 | 16,124 | 1,128,323 | | | 2023 | 440,352 | | 850,682 | 354,483 | 57,928 | 1,703,445 | | Anthony E. Tyree Former Chief Business Operations Officer(2) | 2025 | 415,873 | | 162,194 | 145,556 | 761,097 | 1,484,720 | | | 2024 | 415,873 | | 491,849 | 142,644 | 15,256 | 1,065,623 | | | 2023 | 415,873 | | 803,398 | 334,778 | 54,141 | 1,608,190 | | Jason L. Groves Chief Legal Officer & Corporate Secretary | 2025 | 427,781 | | 568,465 | 149,723 | 14,483 | 1,160,452 | | | 2024 | 427,781 | | 505,934 | 146,729 | 14,349 | 1,094,793 | | | 2023 | 427,781 | | 805,133 | 344,364 | 54,866 | 1,632,144 |

  39. Summary Compensation Table (2025, 2024, and 2023)

    ____________________ (1)Amounts shown represent the aggregate grant date fair value of both the time-based RSU and PSU stock awards in the year indicated, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in this column, see Note 8 of the Notes to Consolidated Financial Statements included in the 2025 Annual Report. The values do not correspond to the actual value that will be recognized by the NEOs at the time such awards vest. With respect to the PSU awards granted in 2025, the value included in this column reflects the target level of performance. The grant date fair value of the 2025 PSU awards at the maximum level of performance is equal to the following: for Mr. Chard, $5,198,901; Mr. Maloney, $670,174; Mr. Johnson, $559,888; Mr. Tyree, $176,255 and Mr. Groves, $543,911. (2)As a result of his departure effective December 31, 2025, Mr. Tyree's severance agreement entitled him to certain benefits, which included (i) a lump sum payment of $706,984 (ii) continued eligibility for the Company's 2025 Non-Equity Incentive Plan accrued at $145,556 (ii) pro-rata vesting of equity awards through December 31, 2025 (iv) continued health benefits for 12 months with an employer subsidy totaling $13,817 and (v) six months of outplacement services totaling $25,000. (3)Amounts reported in this column represent the Company’s matching contributions under the 401(K) plan, a one-time vacation payout to transition to an unlimited vacation policy (2023 only) and Company contributions to group term life insurance and health savings accounts. Mr. Chard's all other compensation total for 2025 primarily includes group term life insurance contributions, $14,000 in matched 401(k) plan contributions made by the Company, $1,500 in health savings account contributions. Mr. Maloney's all other compensation total for 2025 primarily includes $14,000 in matched 401(k) plan contributions made by the Company, $1,500 in health savings account contributions. Mr. Johnson’s all other compensation total for 2025 primarily includes $14,000 in matched 401(k) plan contributions made by the Company, $1,500 in health savings account contributions. Mr. Tyree’s all other compensation total for 2025 includes $706,984 of severance pay, $13,817 of continued health benefits, $25,000 of outplacement services, $14,000 in matched 401(k) plan contributions made by the Company. Mr. Groves' all other compensation total for 2025 primarily includes $14,000 in matched 401(k) plan contributions made by the Company.

  40. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table outlines the cash incentive awards and equity-based awards granted to the NEOs during fiscal 2025. All equity-based awards were granted under the Amended and Restated 2012 Share Incentive Plan (the "2012 Plan"), which was approved by stockholders.

  41. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Daniel R. Chard | | 287,500 | 1,150,000 | | | | | | | | 3/25/2025 | | | 46,858 | 187,430 | 343,615 | | 2,835,816 | | | 3/25/2025 | | | | | | 124,953 | 1,731,849 | | James P. Maloney | | 92,240 | 368,960 | | | | | | | | 3/25/2025 | | | 6,040 | 24,161 | 44,294 | | 365,556 | | | 3/25/2025 | | | | | | 24,161 | 334,871 | | Nicholas M. Johnson | | 77,062 | 308,246 | | | | | | | | 3/25/2025 | | | 5,046 | 20,185 | 37,005 | | 305,399 | | | 3/25/2025 | | | | | | 20,185 | 279,764 | | Anthony E. Tyree(4) | | 72,778 | 291,111 | | | | | | | | 3/25/2025 | | | 1,589 | 6,354 | 11,649 | | 96,141 | | | 3/25/2025 | | | | | | 4,766 | 66,053 | | Jason L. Groves | | 74,862 | 299,447 | | | | | | | | 3/25/2025 | | | 4,902 | 19,609 | 35,949 | | 296,684 | | | 3/25/2025 | | | | | | 19,609 | 271,781 |

  42. 2025 Grants of Plan-Based Awards Table

    ____________________ (1)The amounts included in these columns represent the threshold and target cash value payable to each NEO under the 2025 annual incentive bonus. Each amount represents the individual's current salary multiplied by their bonus opportunity. The Company’s 2025 annual incentive bonus also includes a 50% modifier. The amounts shown here are before the application of the modifier, which would be applied upward or downward to the achievement percentages used to derive these amounts. A more detailed description of the terms of the 2025 annual incentive bonus is included above under the heading "Annual Incentive Bonus." The actual payout amounts with respect to the 2025 annual incentive bonus are set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. (2)The stock awards vest in three equal annual installments on each of the first three anniversaries of the date of grant. (3)The amounts included in this column are the dollar amounts representing the grant date fair value of each restricted share or PSU (at the target level), as applicable, calculated in accordance with FASB ASC Topic 718, and do not represent the actual value that may be recognized by the NEOs upon vesting of restricted stock units or PSUs. For PSUs, the amounts disclosed in this column are based on the probable outcome of the performance conditions consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The grant date fair value includes a market condition premium for the Company’s 15% TSR kicker, calculated using a Monte Carlo simulation. (4)As a result of his departure effective December 31, 2025, Mr. Tyree was entitled to certain benefits under the Severance Plan, which included continued a pro-rated award for the Company's 2025 annual incentive plan and pro-rata vesting of equity awards through December 31, 2025.

  43. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table

  44. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | | | | | Restricted Stock Units | | Performance Share Units | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Unvested Units (#) | Market Value of Unvested Units ($)(1) | Unearned Units that Have Not Vested (#)(2) | Market Value of Unearned Units that Have Not Vested ($)(1)(2) | | Daniel R. Chard | | | | | 5,603(3) | 59,840 | 67,631(16) | 722,299 | | | | | | | 30,058(4) | 321,019 | 187,430(17) | 2,001,752 | | | | | | | 124,953(5) | 1,334,498 | — | — | | James P. Maloney | | | | | 1,525(6) | 16,287 | 8,718(16) | 93,108 | | | | | | | 5,812(7) | 62,072 | 24,161(17) | 258,039 | | | | | | | 24,161(8) | 258,039 | — | — | | Nicholas M. Johnson | 22,640 | — | 66.68 | 2/7/2028 | 1,308(9) | 13,969 | 7,284(16) | 77,793 | | | | | | | 4,856(10) | 51,862 | 20,185(17) | 215,576 | | | | | | | 20,185(11) | 215,576 | — | — | | Anthony E. Tyree | | | | | —(12) | — | —(12) | — | | Jason L. Groves | | | | | 1,238(13) | 13,222 | 7,076(16) | 75,572 | | | | | | | 4,718(14) | 50,388 | 19,609(17) | 209,424 | | | | | | | 19,609(15) | 209,424 | — | — |

  45. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)The market value of shares of stock that have not vested is based on the closing price of our common stock on December 31, 2025, or $10.68 per share. (2)The number of shares and the market value of the PSU awards is based on the target performance level. (3)The RSUs will vest on March 17, 2026. (4)The RSUs will vest 15,029 shares on March 13, 2026 and 2027, respectively. (5)The RSUs will vest 41,651 shares on March 25, 2026, 2027 and 2028, respectively. (6)The RSUs will vest on March 17, 2026. (7)The RSUs will vest 2,906 shares on March 13, 2026 and 2027, respectively. (8)The RSUs will vest 8,053 shares on March 25, 2025, and 8,054 shares on March 25, 2027 and 2028, respectively. (9)The RSUs will vest on March 17, 2026. (10) The RSUs will vest 2,428 shares on March 13, 2026 and 2027, respectively. (11) The RSUs will vest 6,728 shares on March 25, 2026 and 2027, respectively, and 6,729 shares on March 25, 2028. (12) As a result of his departure effective December 31, 2025, Mr. Tyree's employment agreement entitled him pro-rata vesting of equity awards through December 31, 2025. No awards are unvested after this date. (13) The RSUs will vest on March 17, 2026. (14) The RSUs will vest 2,359 shares on March 13, 2026 and 2027, respectively. (15) The RSUs will vest 6,536 shares on March 25, 2026 and 2027, respectively, and 6,537 shares on March 25, 2028. (16) The PSUs will vest on December 31, 2026. (17) The PSUs will vest on December 31, 2027.

  46. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table sets forth information regarding stock vesting for the NEOs during 2025, and the resulting value realized.

  47. 2025 Option Exercises and Stock Vested Table

    | | | Stock Awards | | | Name | Grant Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Daniel R. Chard | 03/17/2023 Performance Share Units | 9,328 | 99,623 | | | 03/16/2022 Restricted Stock Units | 2,837 | 39,548 | | | 03/17/2023 Restricted Stock Units | 5,602 | 80,389 | | | 03/13/2024 Restricted Stock Units | 15,029 | 208,452 | | James P. Maloney | 03/17/2023 Performance Share Units | 1,692 | 18,071 | | | 03/16/2022 Restricted Stock Units | 427 | 5,952 | | | 03/17/2023 Restricted Stock Units | 1,525 | 21,884 | | | 03/13/2024 Restricted Stock Units | 2,906 | 40,306 | | Nicholas M. Johnson | 03/17/2023 Performance Share Units | 1,451 | 15,497 | | | 03/16/2022 Restricted Stock Units | 357 | 4,977 | | | 03/17/2023 Restricted Stock Units | 1,307 | 18,755 | | | 03/13/2024 Restricted Stock Units | 2,428 | 33,676 | | Anthony E. Tyree | 03/17/2023 Performance Share Units | 1,370 | 14,632 | | | 03/17/2024 Performance Share Units | 1,559 | 16,650 | | | 03/17/2025 Performance Share Units | 6,354 | 67,861 | | | 03/16/2022 Restricted Stock Units | 1,263 | 14,587 | | | 03/17/2023 Restricted Stock Units | 2,955 | 36,092 | | | 03/13/2024 Restricted Stock Units | 7,059 | 82,705 | | Jason L. Groves | 03/17/2023 Performance Share Units | 1,373 | 14,664 | | | 03/16/2022 Restricted Stock Units | 347 | 4,837 | | | 03/17/2023 Restricted Stock Units | 1,237 | 17,751 | | | 03/13/2024 Restricted Stock Units | 2,358 | 32,705 |

  48. 2025 Option Exercises and Stock Vested Table

    (1)Represents the number of shares vested multiplied by the fair market value of the common stock on the vesting date.

  49. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Messrs. Chard, Maloney, Johnson, and Groves are eligible to participate in the Severance Plan. Mr. Tyree was provided benefits under the Severance Plan upon his termination of employment on December 31, 2025. Under the Severance Plan, if one of these executives is terminated by the Company without “cause” or terminates employment for “good reason,” and if such termination occurs prior to a “change in control” or more than two years following a “change in control”, subject to the executive's execution of a release of claims, the executive would be entitled to: i.a lump sum cash payment equal to 1 times (1.5 times for Mr. Chard) the sum of the executive's annual base salary and target annual bonus; ii.a prorated annual bonus for year of termination, based on the number of full months during the year the executive was employed and based on actual Company performance; iii.acceleration and vesting of all unvested stock options; iv.pro-rata vesting of all unvested time-based restricted stock units or deferred shares; v.pro-rata vesting of all unvested performance share units or deferred shares, based on the actual achievement of the performance factors. In the event such termination occurs during the two-year period following a "change in control," subject to the executive's execution of a release of claims, he or she would be entitled to: i.a lump sum cash payment equal to 1.5 times (2.5 times for Mr. Chard) the sum of the executive's annual base salary and target annual bonus; ii.a prorated annual bonus for year of termination, based on the number of full months during the year the executive was employed, at the greater of (i) target level performance OR (ii) actual Company performance as determined by the most recent forecast as of the date of termination; iii.acceleration and vesting of all unvested stock options; iv.acceleration and vesting of all unvested time-based restricted stock units or deferred shares; v.pro-rata vesting of all unvested performance share units or deferred shares, based on the number of full months during the performance period the participant was employed, at the greater of (i) target level performance or (ii) actual performance, as determined by most recent financial projections/forecast used for accrual purposes as of the date of termination. For purposes of the Severance Plan, the Company will have "Cause" to terminate an executive's employment if the executive engages in any of the following: •Indictment or conviction for, or plea of guilty or nolo contendere to, a felony or criminal act involving moral turpitude; •Gross misconduct or willful and continued failure to substantially perform employment duties reasonably requested by the Company, after 30 days' written notice of the conduct or failure and failure of the executive to remedy such conduct or failure; •Fraud, embezzlement, or misappropriation of any amounts of money or other assets or property of the Company; •Misconduct or negligence in connection with the business of the Company which has a substantial adverse effect on the Company; or •Violation of any material policy of the Company, including the Company's Code of Conduct and Business Ethics. For purposes of the Severance Plan, an executive will be deemed to have "Good Reason" to terminate his or her employment if any of the following occur: •A material reduction in the executive's base salary or target bonus; •A material diminution on the executive's authority, duties, or responsibilities; •A relocation of the executive's principal work location by more than 50 miles; or •Any other action or inaction by the Company that constitutes a material breach by the Company of any written agreement under which the executive provides services.

  50. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The table below details the payments and benefits that would be provided to each of our NEOs if he or she was terminated by the Company without Cause or terminated employment for Good Reason, or if a Change in Control occurred, in each case on December 31, 2025.

  51. Potential Payments Upon Termination or Change in Control Table

    | Name | Severance ($) | Annual Cash Bonus(1) ($) | Restricted Shares(2) (unvested) ($) | Performance- Based Shares(2) (unvested) ($) | | Daniel R. Chard | | | | | | Termination Without Cause or Good Reason(3) | 3,225,000 | 575,000 | 498,887 | 830,975 | | Termination Without Cause or Good Reason Following a Change in Control | 5,375,000 | 1,150,000 | 1,715,358 | 1,148,784 | | James P. Maloney | | | | | | Termination Without Cause or Good Reason | 896,045 | 184,480 | 100,002 | 107,117 | | Termination Without Cause or Good Reason Following a Change in Control | 1,344,067 | 368,960 | 336,399 | 148,085 | | Nicholas M. Johnson | | | | | | Termination Without Cause or Good Reason | 748,598 | 154,123 | 83,819 | 89,495 | | Termination Without Cause or Good Reason Following a Change in Control | 1,122,898 | 308,246 | 281,407 | 123,721 | | Anthony E. Tyree | | | | | | Termination without Cause(4) | 706,984 | 145,556 | 84,511 | 79,160 | | Jason L. Groves | | | | | | Termination Without Cause or Good Reason | 727,228 | 149,723 | 81,168 | 86,939 | | Termination Without Cause or Good Reason Following a Change in Control | 1,090,842 | 299,447 | 273,034 | 120,189 |

  52. Potential Payments Upon Termination or Change in Control Table

    (1)The annual cash bonus reflects the target cash bonus that the executive would have been entitled to receive under our 2025 Annual Incentive Bonus program, without pro-ration since the assumed date of termination is also the last day of the fiscal year. (2)The value of the restricted stock units, performance share units, and stock options that would be accelerated upon a termination of employment is based on the closing price of our common stock on December 31, 2025, or $10.68 per share. (3)The values for Mr. Chard are based on his potential payout under the Severance Plan. Mr. Chard did not receive a bonus for 2025 performance. (4)The values for Mr. Tyree are based on actual compensation paid and awards vested upon his departure from the Company on December 31, 2025.

  53. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Mr. Daniel Chard, our CEO. For Fiscal year 2025, the annual total compensation of our CEO was $5,584,551 (as set forth in the Summary Compensation Table) and the annual total compensation of the median employee of our Company (other than our CEO) was $97,437. As a result, the ratio between our CEO’s annual total compensation and the median of the annual total compensation of our employees (other than our CEO) was 57 to 1. We identified the median total compensation of our employees by examining the 2025 total compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, the last day of our payroll year. We included all employees, whether employed on a full-time, or part-time basis. For our newly hired permanent full-time or part-time employees that were employed for less than the full year, we annualized their 2025 total compensation. In determining the median employee, we considered the total cash compensation for each active employee as of December 31, 2025, including regular pay, overtime pay, shift differential pay, regular exception pay (holiday, paid time off or PTO, jury, short-term disability, bereavement, paid parental leave, etc.), production and other incentives such as employee cash referral awards, bonuses paid (signing, retention and discretionary), 2025 performance bonuses paid in 2026, tuition reimbursement, imputed value of Company-provided group term life insurance, relocation expenses, severance and Company contributions to employee 40l(k) plans.

  54. Pay versus Performance

    Pay versus Performance As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and New Item 402(v) of Regulation S-K, we are providing the below information to disclose the relationship between the compensation represented in the Summary Compensation Table included in this Proxy ("SCT"), compensation actually paid to our NEOs and the Company’s financial performance since 2021. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A.

  55. Pay versus Performance

    | Year | SCT Total Compensation For CEO ($) | Compensation Actually Paid to CEO ($)(2) | Average SCT Total Compensation for Other NEOs ($)(1) | Average Compensation Actually Paid to Other NEOs ($)(1)(2) | Cumulative TSR ($)(3) | S&P 600 Consumer Staples Cumulative TSR ($)(3) | Net Income ($M) | Company-Selected Performance Measure (Revenue) ($M) | | 2025 | 5,584,551 | 2,729,867 | 1,317,297 | 969,376 | 6 | 116 | (19) | 386 | | 2024 | 5,609,855 | 983,508 | 1,159,056 | 421,253 | 10 | 140 | 2 | 602 | | 2023 | 7,039,062 | 2,928,661 | 1,738,401 | 1,103,919 | 39 | 139 | 99 | 1,072 | | 2022 | 5,940,235 | (710,735) | 1,229,146 | 337,631 | 63 | 120 | 144 | 1,599 | | 2021 | 6,565,494 | 12,935,723 | 1,438,062 | 2,214,069 | 109 | 129 | 164 | 1,526 |

  56. Pay versus Performance

    (1) The CEO for each year is Daniel Chard. The Other Named Executive Officers for each year are as follows: 2021: Messrs. James Maloney, Nicholas Johnson, Anthony Tyree, and Ms. Lauren Walker. 2022: Messrs. James Maloney, Nicholas Johnson, Anthony Tyree, and Jason Groves. 2023: Messrs. James Maloney, Nicholas Johnson, Anthony Tyree, and Jason Groves. 2024: Messrs. James Maloney, Nicholas Johnson, Anthony Tyree, and Jason Groves. 2025: Messrs. James Maloney, Nicholas Johnson, Anthony Tyree, and Jason Groves. (2) The total compensation and equity grants of our Named Executive Officers, as reported in the summary compensation tables for 2021, 2022, 2023, 2024, and 2025 are detailed below along with the dividends earned, additions and deductions to the fair value of their equity grants and any forfeitures as reflected in the actual compensation calculations above.

  57. Pay versus Performance

    | Breakdown of Actual Compensation of Chief Executive Officer | | | | | | | | | | Year | SCT Total for CEO ($) | Equity Value from SCT for CEO ($) | Adjustment for Year-End Equity Value of Awards Granted in Current Fiscal Year for CEO ($) | Adjustment for Dividends Accrued During Fiscal Year on Unvested Equity Awards for CEO ($) | Adjustment for Change in Fair Value of Unvested Equity Awards Granted in Prior Years for CEO ($) | Adjustment for Change in Fair Value of Equity Awards Vested During Fiscal Year for CEO ($) | Adjustment for Fair Value of Equity Awards Forfeited During Fiscal Year for CEO ($) | Compensation Actually Paid for CEO ($) | | 2025 | 5,584,551 | (4,567,664) | 3,336,250 | — | (1,193,558) | (429,712) | — | 2,729,867 | | 2024 | 5,609,855 | (4,029,669) | 1,986,091 | — | (2,268,404) | (314,365) | — | 983,508 | | 2023 | 7,039,062 | (4,604,755) | 2,866,049 | 373,037 | (1,897,142) | (847,590) | — | 2,928,661 | | 2022 | 5,940,235 | (4,002,009) | 2,517,440 | 553,538 | (2,251,992) | (3,467,947) | — | (710,735) | | 2021 | 6,565,494 | (3,484,918) | 4,603,480 | 546,641 | 3,925,442 | 779,584 | — | 12,935,723 |

  58. Pay versus Performance

    | Breakdown of Average Actual Compensation of Named Executive Officers | | | | | | | | | | Year | SCT Total for NEO's ($) | Equity Value from SCT for NEO's ($) | Adjustment for Year-End Equity Value of Awards Granted in Current Fiscal Year for NEO's ($) | Adjustment for Dividends Accrued During Fiscal Year on Unvested Equity Awards for NEO's ($) | Adjustment for Change in Fair Value of Unvested Equity Awards Granted in Prior Years for NEO's ($) | Adjustment for Change in Fair Value of Equity Awards Vested During Fiscal Year for NEO's ($) | Adjustment for Fair Value of Equity Awards Forfeited During Fiscal Year for NEO's ($) | Compensation Actually Paid for NEO's ($) | | 2025 | 1,317,297 | (504,062) | 443,316 | — | (114,461) | (90,050) | (82,664) | 969,376 | | 2024 | 1,159,056 | (535,482) | 263,921 | — | (397,798) | (68,444) | — | 421,253 | | 2023 | 1,738,401 | (862,829) | 541,366 | 53,533 | (244,447) | (122,105) | — | 1,103,919 | | 2022 | 1,229,146 | (517,724) | 325,671 | 62,556 | (478,307) | (283,711) | — | 337,631 | | 2021 | 1,438,062 | (411,897) | 505,460 | 41,554 | 386,276 | 254,614 | — | 2,214,069 |

  59. Pay versus Performance

    (3) The peer group TSR set forth for each year is the S&P 600 Consumer Staples index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report for the year ended December 31, 2025. TSR values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2025, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. The charts below describe the relationship between compensation actually paid to our chief executive officer and to our other named executive officers (as calculated above) and our financial and stock performance for the indicated years. In addition, the first table below compares our cumulative TSR and peer group cumulative TSR for the indicated years. The following were the most important financial performance measures (and non-financial performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year. These measures impact both the short-term, and, in the case of Revenue, also the long-term incentives of our Officers. We believe the combination of these metrics align with our compensation objectives and reinforce for our executive leaders the importance of sustainable, growth while protecting the company's financial health.

  60. Pay versus Performance

    | Important Company Performance Metrics | | Revenue | | Operating Income | | Coach Productivity |

  61. Director Compensation

    Director Compensation The Company utilizes a combination of cash and stock-based compensation to attract and retain highly qualified individuals to serve on our Board. The non-employee directors of Medifast receive an annual restricted stock grant for their service on the Board. Unlike executive compensation, which is determined on a fiscal year basis, non-employee director compensation is aligned with their annual service term, running from June to May of the following year. Annual Compensation Structure (2025-2026 Term) In alignment with the Company’s broader commitment to fiscal discipline and austerity, the Board determined that there would be no increase to the total value of the non-employee director compensation package for the June 2025-May 2026 service term. While the value remained flat year-over-year, the number of shares granted increased as a result of the lower market price of the Company’s common stock at the time of grant. For the 2025-2026 term, directors (with the exception of Mr. Xian, who receives cash-settled deferred share units) were provided the option to receive compensation in one of two ways: •Cash and equity: A quarterly cash retainer of $16,250 (with the Lead Independent Director receiving an additional $6,250 per quarter) and an annual equity grant of RSUs; or •All equity: 100% of their compensation in the form of RSUs The number of RSUs is determined by the 20-day moving average stock price prior to the grant date. Additionally, each non-employee director also received between $1,250 and $5,000 for attending quarterly committee meetings (depending on the committee and the position held), which he or she could also elect to receive in the form of shares. Mr. Xian is a resident of China and, as such, Mr. Xian awards are cash-settled deferred share units under our director compensation program. Deferred Compensation Plan and 2026 Enhancements In 2021, the Board adopted a Deferred Compensation Plan for non-employee Directors, which provides them with a means to defer receipt of their vested equity until after they retire, including Mr. Xian who receives cash-settled deferred share units (the “Deferred Comp Plan”). The purpose of the Deferred Comp Plan is to enhance the Company’s ability to attract and retain non-employee directors by providing individual financial and tax planning flexibility. Under the Deferred Comp Plan, directors may elect to defer 0% or 100% of their 2025 cash and/or equity compensation. Any deferred cash is converted into equity. All deferred equity receives a premium equal to 15% of the total compensation that directors elect to defer and is subject to the same vesting period as the underlying equity. For the 2025-2026 term, all non-employee directors elected to receive their cash compensation on a quarterly basis and to defer 100% of their equity compensation, with the exception of from Messrs. Brown and Xian, who elected to defer 100% of their total compensation. The 2025 RSUs were granted at the June 2025 meeting of the Board and will vest on June 25, 2026. For 2026, consistent with the Company’s focus on aligning cost structures with economic realities, the Board elected to discontinue the 15% deferral premium feature from the Deferred Comp Plan. This proactive measure aims to promote the Company's financial stability by lowering reoccurring expenses and safeguarding the Company’s share pool, especially as the stock price faces challenges. Although the premium benefit is discontinued as of 2026, non-employee Directors will continue to have the option to defer their compensation to support long-term tax and financial planning. The following table contains information concerning the compensation of our non-employee directors during 2025.

  62. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jeffrey J. Brown(2)(3) | 10,000 | 270,495 | 280,495 | | Elizabeth A. Geary | 70,000 | 146,524 | 216,524 | | Michael A. Hoer(2) | 82,500 | 146,524 | 229,024 | | Scott Schlackman | 110,000 | 146,524 | 256,524 | | Andrea B. Thomas | 97,500 | 146,524 | 244,024 | | Ming Xian(4) | — | 225,415 | 225,415 |

  63. Director Compensation

    (1)Amounts shown represent the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718 and include amounts of cash compensation that the director has elected to receive in shares or deferred to the Deferred Comp Plan. These values do not correspond to the actual values that will be recognized by the non-employee directors at the time such awards vest. (2)Messrs. Brown and Hoer will not stand for re-election at the Annual Meeting. (3)Mr. Brown received certain committee fees in cash, which were not subject to deferral feature of the Deferred Comp Plan. (4)Mr. Xian is a resident of China and, as such, his restricted stock units (RSUs) under our director compensation program contain a cash settlement provision. Each RSU corresponds in value to a single share of Company common stock (“Share”) and represents the right to receive the cash equivalent of a Share for each vested RSU. Mr. Xian was awarded a grant of 17,181 cash-settled RSUs with a grant date fair value of $13.12 per share. Our non-employee directors held the following outstanding awards as of December 31, 2025:

  64. Director Compensation

    | Name | Outstanding Restricted Stock Units (#)(1) | Outstanding Stock Option Awards (#) | | Jeffrey J. Brown(2) | 38,578 | — | | Elizabeth A. Geary | 19,545 | — | | Michael A. Hoer(2) | 23,009 | — | | Scott Schlackman | 23,167 | — | | Andrea B. Thomas | 23,036 | — | | Ming Xian(3) | 32,143 | — |

  65. Director Compensation

    ____________________ (1)Represents Restricted Stock Units credited to the individual’s account in the Deferred Compensation Plan. (2)Messrs. Brown and Hoer will not stand for re-election at the Annual Meeting. (3)Mr. Xian is a resident of China and, as such, his restricted stock units (RSUs) under our director compensation program contain a cash settlement provision. As of December 31, 2025, he held 32,143 cash-settled RSUs.