NATURES SUNSHINE PRODUCTS INC
For the period ended Mar 20, 2025. Filed Mar 20, 2025.
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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.
Mar 20, 2025 · Filed Mar 20, 2025
Contents
Board Structure
OUR FRAMEWORK
| Common Stock | We have one class of stock with equal voting rights. One share equals one vote. |
|---|---|
| Annual Director Elections | Our directors serve one-year terms and are elected each year. |
| Corporate Governance Guidelines | Our guidelines cover requirements for independence, service on other boards, director qualification standards and selection criteria, in addition to periodic evaluations. |
| Plurality Voting | We have plurality voting for uncontested elections of directors. However, a director who receives more votes against than for election will serve only until the earlier of (i) 90 days after the results are certified or (ii) our Board appoints a replacement. |
| Separate Chairman and CEO roles | Our CEO focuses on running Nature's Sunshine while our independent Chairman oversees accountability at the Board level. |
| Board Refreshment | We have age and term limits for our directors to ensure we keep an up-to-date team of experienced and qualified individuals. |
| Executive Sessions | We have regularly scheduled executive sessions of independent directors at the Board and committee levels. |
| Financial Expertise | We have 100% independent Audit and Compensation Committees. |
| Stock Ownership Guidelines | We have robust stock ownership guidelines for our directors and executive officers. |
| Hedging, Pledging and Short Sale Prohibitions | We prohibit hedging transactions, put and call options, pledging stock, or holding stock in margin accounts. |
| Board Oversight of Key Initiatives | Our Board regularly reviews and oversees our ESG initiatives and our enterprise risk management program. |
| Nature's Sunshine Products, Inc. | 11 |
LEADERSHIP STRUCTURE
Mr. Moss serves as the Chairman of the Board. The Chairman of the Board is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings and providing information to the Board members in advance of meetings and between meetings. On February 4, 2025, Mr. Moss notified the Board of his decision not to stand for re-election at the Annual Meeting. Mr. Moss's decision to not stand for re-election was not the result of a disagreement with the Company. A new Chairperson will be chosen following the Annual Meeting and will be an independent director.Mr. Teets will not stand for re-election at the Annual Meeting due to the Company's Corporate Governance Guidelines and his completion of years of service on the Board. We believe that the leadership structure of the Board is appropriate because it provides both unified and consistent leadership, effective independent oversight, and expertise in the management of our complex operations as a consumer product and direct selling business.
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