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.
| Year (1) | Summary Compensation Table Total for CEO (2) | Compensation Actually Paid to CEO (3) | Average Summary Compensation Table Total for non-CEO NEOs (2) | Average Compensation Actually Paid to non-CEO NEOs (3) | Value of Initial Fixed $100 Investment Based On: (4)Total Shareholder Return | Net Income ($ Thousands) |
|---|
| 2023 | 3,521,879 | 6,671,980 | 1,295,532 | 2,280,896 | $122.12 | 16,416 |
| 2022 | 2,785,447 | 94,372 | 1,066,551 | 369,933 | $98.35 | 550 |
| 2021 | 3,563,563 | 4,762,817 | 1,049,003 | 1,218,975 | $218.68 | 30,207 |
| 1) | Names of PEO and NEOS by Year:2023 - PEO: Terrence Moorehead; NEOs: Shane Jones, Martin Gonzalez2022 - PEO: Terrence Moorehead; NEOs: Joseph Baty, Shane Jones, Martin Gonzalez2021 - PEO: Terrence Moorehead; NEOs: Joseph Baty, Daniel Norman |
| 2) | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Moorehead and (ii) the average of the total compensation reported in the Summary Compensation Table for the NEOs listed in footnote 1 for each applicable year. |
| 3) | To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Moorehead and for the average of the other NEOs is set forth in the table below titled "Adjustments to Calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to Other NEOs." |
| 4) | Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 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 |
|---|
| 2023 | 2022 | 2021 |
|---|
| Adjustments | PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) |
|---|
| Summary Compensation Table Total | 3,521,879 | 1,295,532 | 2,785,447 | 1,066,551 | 3,563,563 | 1,049,003 |
|---|
| Adjustments for stock awards and option awards |
|---|
| (Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year | (1,400,002) | (445,496) | (2,023,328) | (774,188) | (1,826,446) | (379,676) |
|---|
| 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 | 2,253,821 | 717,189 | 1,394,221 | 311,168 | 1,810,616 | 364,843 |
|---|
| 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 | 2,118,079 | 573,649 | (1,917,235) | — | 445,890 | 108,900 |
|---|
| Summary | Governance | Directors | Officers | Compensation | Proposals | Other |
| Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs |
|---|
| 2023 | 2022 | 2021 |
|---|
| Adjustments | PEO | NEOs (1) | PEO | NEOs (1) | PEO | NEOs (1) |
|---|
| 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 | 178,203 | 140,022 | (132,123) | (7,015) | 1,100,042 | 295,152 |
|---|
| (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 | — | — | (12,610) | (226,583) | (330,848) | (219,247) |
|---|
| 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) | 6,671,980 | 2,280,896 | 94,372 | 369,933 | 4,762,817 | 1,218,975 |
|---|
| 1) | Amounts presented are averages for the entire group of Other NEOs in each respective year. |
| Pay versus Performance Narrative |
|---|
| The following information is provided as a description of the relationship between the information presented in the Pay versus Performance Table above regarding compensation actually paid and each of the results in Total Shareholder Return (TSR) and Net Income.We do not utilize 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 an 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 EBITDAAs demonstrated in the graphs below, the amount of compensation actually paid to Mr. Moorehead and the average amount of compensation actually paid to our NEOs as a group, excluding Mr. Moorehead, is generally aligned with our profitability over the two years presented as measured based on TSR and Net Income. |
|---|
| Nature's Sunshine Products, Inc. | 47 |
