NATURES SUNSHINE PRODUCTS INC
For the period ended Mar 20, 2025. Filed Mar 20, 2025.
View on SEC.govAbout this filing
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
PProxy Summary
SUMMARY
2025 Annual Meeting of Shareholders
| Time and Date | Place | Record Date | Voting |
|---|---|---|---|
| 12:00 p.m. Mountain Daylight Time | 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043 | February 21, 2025 | Shareholders of record as of the Record Date are entitled to vote |
| April 30, 2025 | |||
Agenda and Voting Recommendations
| Proposal | Description | Board Recommendation | Page |
|---|---|---|---|
| 1 | Election of Directors | ü For each nominee | 10 |
| 2 | Advisory Resolution to Approve Compensation of Named Executive Officers | ü For | 24 |
| 3 | Ratification of Appointment of Independent Registered Public Accounting Firm | ü For | 47 |
The proxy solicitation materials are being sent on or about March 20, 2025 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, 2024 (referred to as the “Annual Report”), online. 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”). Accordingly, 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 online or to request a printed copy may be found in the Notice. In addition, all shareholders may request to receive proxy materials in printed form by mail on an ongoing basis.
| 2 | 2025 Proxy Statement |
2024 PERFORMANCE
| Our overall 2024 performance is highlighted in the metrics and charts below. | |||
|---|---|---|---|
| $454.4 Million | $7.9 Million | $40.3* Million | $78.82** |
| 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 Board. 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 $100 in our common stock was invested on December 31, 2021. | |||
*All amounts in ($) millions.
| Nature's Sunshine Products, Inc. | 3 |
OUR CURRENT BOARD OF DIRECTORS
| 9 of 10Directors are Independent | >4 yrs.Average Tenure |
|---|
| NAME | EXPERIENCE | INDEPENDENT | AGE | DIRECTOR SINCE | COMMITTEES |
|---|---|---|---|---|---|
| Richard Moss | Chairman of the BoardFormer Chief Financial Officer of Hanesbrands Inc. | ü | 67 | 2018 | AuditCompensation |
| Terrence Moorehead | President & Chief Executive Officer of Nature's Sunshine Products, Inc. | 62 | 2018 | ||
| Steven Fasching | Chief Financial Officer at Deckers Brands | ü | 56 | 2024 | AuditCompensation |
| Curtis Kopf | Group Vice President, Customer Experience at Insulet | ü | 59 | 2022 | GovernanceRisk Management (Chair) |
| Katie May | Former Chief Executive Officer of ShippingEasy | ü | 58 | 2025 | CompensationGovernance |
| Tess Roering | Former Chief Commercial Officer and Chief Marketing Officer at CorePower Yoga | ü | 56 | 2022 | AuditCompensation |
| Robert Straus | Portfolio Manager at Wynnefield Capital Management, LLC | ü | 54 | 2017 | Compensation (Chair)Governance |
| Christopher Teets | Founding Partner of Red Mountain Capital Advisors LLC | ü | 52 | 2015 | Audit (Chair)Governance |
| Heidi Wissmiller | Former Chief Growth Officer at Rodan + Fields | ü | 60 | 2020 | Governance (Chair)Risk Management |
| Rong Yang | Chief Executive Officer of Fosun Pharma USA Inc. | ü | 46 | 2022 | AuditRisk Management |
| 4 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.