Darwin K. Lewis
LifevantageAbout Darwin K. Lewis
Darwin K. Lewis (age 66) has served as an independent director of LifeVantage (LFVN) since February 2017. He is a retired global consumer packaged goods executive who spent 37 years at SC Johnson, culminating as SVP–Global Sales and Chief Customer Officer, and holds an MBA from the University of Colorado and a BS in Business Administration from the University of Minnesota . LFVN’s board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SC Johnson & Son, Inc. | SVP–Global Sales & Chief Customer Officer | Jul 2015–Feb 2018 | Led global sales and customer strategy |
| SC Johnson & Son, Inc. | SVP North American Sales & Chief Customer Officer | Nov 2008–Jun 2015 | Led NA sales and customer leadership |
| SC Johnson & Son, Inc. | VP, Group General Manager, Greater China | 2005–2008 | Ran Greater China business |
| SC Johnson & Son, Inc. | VP North American Sales | 2000–2004 | Led NA sales |
| SC Johnson & Son, Inc. | President & General Manager, SCJ Canada | 1997–2000 | Country GM role |
| SC Johnson & Son, Inc. | Earlier sales/marketing/trade roles | Pre-1997 | Progressively senior commercial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in LFVN’s proxy biography for Mr. Lewis . |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules . |
| Board/Committee Roles | Compensation Committee Chair; member, Audit Committee . |
| Committee Meetings (FY2025) | Compensation: 9; Audit: 4; Nominating/Governance: 5 . |
| Board Meetings (FY2025) | 6 meetings; each current director attended ≥75% of board and committee meetings . |
| Board Leadership | Independent Chair of the Board (Raymond Greer); CEO and Chair roles separated . |
| Annual Meeting Attendance | All seven directors serving as of last year’s annual meeting attended . |
| Conflicts Policy | Board conflicts policy prohibits competitive roles without prior approval . |
| Related-Party Transactions | None involving Mr. Lewis disclosed; audit committee reviews related-party matters . |
Fixed Compensation
| Component | Program Design | FY2025 Amounts for Mr. Lewis |
|---|---|---|
| Cash retainer | $5,000 per month for non-employee directors | Included in “Fees Earned” below |
| Committee chair fees | Compensation Chair: $6,250/month | Included in “Fees Earned” below |
| Meeting fees | None disclosed beyond retainers | — |
| Fees earned (cash) | Aggregate cash compensation for FY2025 | $77,085 |
Performance Compensation
| Component | Program Design | FY2025 Details for Mr. Lewis |
|---|---|---|
| Annual equity grant | Restricted stock equal to $105,000 divided by 10-day average price prior to election/re-election; vests in one year | Grant-date fair value $107,668 |
| Instrument/mix | Time-based restricted stock only for directors (no options) | Restricted stock outstanding as of 6/30/2025: 7,819 shares |
| Clawback/plan terms | Equity subject to company recoupment policy; 2017 Plan prohibits discounted grants, repricing/cash buyouts, dividends on unvested shares . | Applies |
Note: Director equity is time-vested; no performance metrics apply to director grants .
Other Directorships & Interlocks
| Category | Observation |
|---|---|
| Current public boards | None disclosed for Mr. Lewis . |
| Interlocks/overlaps | No related-party or transactional overlaps involving Mr. Lewis disclosed . |
Expertise & Qualifications
- Deep consumer products/commercial leadership: global and North America sales leadership; GM experience (Canada, Greater China) .
- Skills matrix flags Mr. Lewis for Public Company, C‑Suite Leadership, Consumer Product, Health & Wellness Industry, Sales/Marketing, E‑Commerce, International, and Finance/Capital Markets experience .
Equity Ownership
| Measure | Amount | As-of |
|---|---|---|
| Total beneficial ownership | 116,767 shares (<1% of class) | Aug 31, 2025 |
| Restricted stock held (unvested) | 7,819 shares (director grant cohort) | Jun 30, 2025 |
| Ownership guidelines | 5x annual base cash compensation for directors; must retain net shares until compliant | Policy in effect |
| Hedging/pledging | Hedging and short sales prohibited; margin/pledging requires approval | Policy in effect |
| Section 16(a) | No delinquent filings listed for Mr. Lewis in FY2025 | FY2025 |
Governance Assessment
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Strengths
- Independent Compensation Committee Chair with active investor engagement: the committee chair participated directly in shareholder outreach on executive pay following say‑on‑pay, demonstrating responsiveness; FY2025 say‑on‑pay support improved to >73% (from ~67%) .
- Clear alignment mechanisms: mandatory director ownership at 5x cash retainer; time‑vested equity grants; hedging/short sales prohibited; pledging restricted .
- Robust committee activity: Compensation (9 meetings) and Audit (4 meetings) indicate active oversight; each current director met ≥75% attendance threshold .
-
Watch items
- Activism/cooperation framework influences board composition through FY2027; continued vigilance on independence and committee autonomy is warranted (Mr. Lewis is not a party, but framework could affect broader board dynamics) .
- Say‑on‑pay support (73%) is improved but not high; as chair, Mr. Lewis’ committee will remain under scrutiny to maintain and strengthen pay-for-performance calibration, including PRSU weighting and financial metrics adoption (e.g., added adjusted EBITDA in FY2026) .
-
Conflicts/Related Party
- No related-party transactions involving Mr. Lewis disclosed; board conflicts policy requires advance approval for competitive roles .
Overall, Mr. Lewis brings seasoned go‑to‑market and international operating expertise, chairs a highly active compensation committee, and maintains standard alignment safeguards (ownership policy, equity grants, anti‑hedging). No red flags on conflicts, attendance, or Section 16 compliance were disclosed .