NATURES SUNSHINE PRODUCTS INC
For the period ended May 1, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2024 · Filed Mar 15, 2024
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Contents
Proxy Statement Summary
2024 Annual Meeting of Shareholders
| Time and Date | Place | Record Date | Voting |
|---|---|---|---|
| 10:00 a.m. Mountain Daylight Time | 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043 | February 21, 2024 | Shareholders of record as of the Record Date are entitled to vote |
| May 1, 2024 | |||
Agenda and Voting Recommendations
| Proposal | Description | Board Recommendation | Page |
|---|---|---|---|
| 1 | Election of Directors | ü For each nominee | 53 |
| 2 | Advisory Resolution to Approve Named Executive Officer Compensation | ü For | 54 |
| 3 | Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the year ending December 31, 2024 | ü For | 55 |
The proxy solicitation materials are being sent on or about March 15, 2024 to our shareholders entitled to vote at the Annual Meeting.Pursuant to rules of the United States Securities and Exchange Commission (the “SEC”), we are providing our shareholders with access to our Notice of Annual Meeting of Shareholders, Proxy Statement and proxy card (referred to collectively as the “proxy materials”), and Annual Report on Form 10-K for the year ended December 31, 2023 (referred to as the “Annual Report”), over the internet. Because you received by mail a Notice Regarding the Availability of Proxy Materials, including a notice of Annual Meeting of Shareholders (referred to as the “Notice”), you will not receive a printed copy of the proxy materials unless you have previously made an election to receive these materials in printed form. Instead, all shareholders will have the ability to access the proxy materials and Annual Report by visiting the website at http://www.proxyvote.com. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found on the Notice. In addition, all shareholders may request to receive proxy materials in printed form by mail on an ongoing basis.
| 6 | 2024 Proxy Statement |
2023 Performance
| In 2023, we achieved excellent net sales, driven by strong growth in key markets. We continued to see strong growth in Asia, which was up 8% from the prior year, while North America grew by 4.9% for the full year, capping a great comeback year. We began to see results from our cost-saving and efficiency strategies, yielding improved profitability over the prior year. Our overall 2023 performance is highlighted in the metrics and charts below. | |||
|---|---|---|---|
| $445.3 Million | $16.4 Million | $40.4* Million | $122.12** |
| NET SALES | NET INCOME | ADJUSTED EBITDA | TSR |
| *We define adjusted EBITDA, which is a non-GAAP financial measure, as net income/loss from continuing operations before taxes, depreciation, amortization and other income/loss adjusted to exclude share-based compensation expense and certain unusual (noted) adjustments for non- budgeted costs deemed appropriate by the Compensation Committee. A reconciliation of net income to adjusted EBITDA is provided at the end of this Proxy Statement.**TSR is based on a comparison that assumes $100 was invested on December 31, 2020 in our common stock. | |||
*All amounts in ($) millions.
As we look to 2024, we continue to expand our digital initiatives and investments in key markets. Consistent with these objectives, we will continue to prioritize investments in digital, field activation, manufacturing efficiency, and brand-building to enhance the customer experience. As such, we look forward to driving more growth in 2024.
| Nature's Sunshine Products, Inc. | 7 |
Our Current Board of Directors
| 7 of 8Directors are Independent | 50%of directors self‐identify as women or as from an underrepresented community | 4 yrs. 9 mos. Average Tenure | 25%of committee leadership positions are filled by women |
|---|
| NAME | EXPERIENCE | INDEPENDENT | AGE | DIRECTOR SINCE | COMMITTEES |
|---|---|---|---|---|---|
| Richard Moss | Chairman of the BoardFormer CFO of Hanesbrands Inc. | ü | 66 | 2018 | AuditCompensation |
| Terrence Moorehead | President & Chief Executive Officer of Nature's Sunshine Products, Inc. | 61 | 2018 | ||
| Curtis Kopf | Chief Experience Officer at REI | ü | 58 | 2022 | GovernanceRisk Management (Chair) |
| Tess Roering | Former Chief Commercial Officer and Chief Marketing Officer at CorePower Yoga | ü | 55 | 2022 | AuditCompensation |
| Robert Straus | Portfolio Manager at Wynnefield Capital Management, LLC | ü | 53 | 2017 | Compensation (Chair)Governance |
| Christopher Teets | Founding Partner of Red Mountain Capital Advisors LLC | ü | 51 | 2015 | Audit (Chair)Governance |
| Heidi Wissmiller | Former Chief Growth Officer at Rodan + Fields | ü | 59 | 2020 | Governance (Chair)Risk Management |
| Rong Yang | CEO Fosun Pharma USA Inc. | ü | 45 | 2022 | AuditRisk Management |
| 8 | 2024 Proxy Statement |
2023 Executive Compensation
Executive Compensation Highlights
Obtaining and retaining a talented and experienced leadership team is key to our long term success. Our Compensation Committee has designed an effective compensation program, following important policies and best practices, in order to achieve this objective. Our named executive officer ("NEO") compensation packages primarily consists of three elements: (i) a base salary, (ii) annual cash incentive based upon overall Company or segment financial performance, and (iii) participation in long-term, stock-based incentive awards, in the form of restricted stock units ("RSUs") and performance-contingent RSUs ("PRSUs").In 2023, we did not make significant changes to our executive compensation with it being the first full year of employment for all NEOs except Mr. Moorehead. Our performance in 2023 produced positive outcomes on all fronts, highlighted by strong fundamental growth in key markets and significant results from our profitability measures. Despite continued inflationary pressures and significant foreign exchange impacts, we managed to record overall net sales and net income gains. All of these impacted our results and performance, and in turn, our executive compensation.
| 2023 Performance-based ResultsPerformance-based incentives paid to our NEOs in 2023 reflected our continued focus to take our Company to the next level. | |
|---|---|
| Annual Cash Incentive | Our 2023 corporate revenue and adjusted EBITDA performance exceeded targets, resulting in a 2023 Annual Cash Incentive payout of 160%. |
| Performance-based RSUs | In 2023, PRSUs were granted and contingent on rolling four-quarter adjusted EBITDA, which if achieved would evidence strong overall growth to our top and bottom line. |
| Early 2024 Compensation Decisions | |
| Based on a 94.3 percent vote of favorable shareholder approval in 2023, the Compensation Committee decided not to make any material changes to our compensation philosophies, policies and practices in 2024. In early 2024 our Compensation Committee reviewed the competitiveness of the current base salaries of our NEOs, our 2022 Executive Compensation Report, and our performance during 2023. Based on this review, base salary increases were provided to all NEOs. | |
| For more information on our executive compensation program and the 2023 compensation of our named executive officers, see the section entitled "Narrative Discussion of Compensation Policies and Practices." | |
| Nature's Sunshine Products, Inc. | 9 |
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