Steven R. Fife
LifevantageAbout Steven R. Fife
Steven R. Fife, age 65, is President & Chief Executive Officer of LifeVantage and a director (CFO since March 2017; Interim CEO September 2020; President & CEO and director since February 2021). He is a CPA (inactive) with prior CFO roles at Evidera and Active Power, and senior finance roles at LECG, Gilead Sciences, Amkor Technologies, and JDS Uniphase; he holds a BS in Accounting from BYU and serves on the board of LifeVantage Legacy, Inc. The company’s FY2025 revenue grew to $228.53M from $200.16M (+14.2% YoY), with net income of $9.805M; TSR value of an initial $100 investment reached $206.43 in FY2025 (vs. $159.73 in FY2024 and $61.49 in FY2023), reflecting notable value creation during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evidera, Inc. | Chief Financial Officer | 2014–2016 | Private equity–sponsored professional services; financial leadership |
| Active Power, Inc. | Chief Financial Officer | 2012–2013 | Public company CFO; later sold to Piller Power Systems |
| Women’s Initiative for Self Employment | Interim Chief Financial Officer | 2011–2012 | Transitional finance leadership |
| LECG | EVP & Chief Financial Officer | 2007–2010 | Corporate finance leadership |
| Gilead Sciences; Amkor Technologies; JDS Uniphase | Various finance roles | Prior years | Scaled finance and operations roles in blue-chip environments |
| Deloitte | Audit/CPA | Early career | Foundational audit experience; CPA (inactive) |
External Roles
| Organization | Role | Years |
|---|---|---|
| LifeVantage Legacy, Inc. | Director | Current |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | $537,500 | $550,000 |
| Stock awards (grant-date fair value, $) | $1,478,697 | $1,605,326 |
| Non‑equity plan compensation ($) | $164,049 | $590,590 |
| All other compensation ($) | $117,646 | $70,212 |
| Total ($) | $2,297,892 | $2,816,128 |
Annual incentive design (FY2025):
- Target bonus: CEO 70% of base salary; plan payout achieved at 153.4% of target (CEO bonus awarded: $589,050) .
- CEO bonus composition: Revenue $308,000; Adjusted EBITDA $217,140; Scorecard $63,910; Total $589,050 .
Performance Compensation
Annual Incentive Plan (FY2025 metrics and outcomes):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Global Revenue | 40% | $206,175,000 | $228,530,000 | 200% metric payout; contributes 80% to total plan |
| Adjusted EBITDA | 40% | $20,600,000 | $ (disclosed as 141% achievement) | 141% metric payout; contributes 56% to total plan |
| Scorecard (six items) | 20% | Targets as defined (activity, enrollments, retention, Evolve rollout, GLP‑1 launch readiness, e‑commerce prep) | Achieved (except retention) | 17% aggregate contribution to total plan (3%+4%+0%+4%+4%+2%) |
Equity awards and vesting (FY2025 grants):
| Award | Quantity | Vesting schedule | Performance design |
|---|---|---|---|
| RSUs (Aug 26, 2024) | 72,639 | 1/3 on first anniversary; remaining vests quarterly over next two years, subject to service | |
| PRSUs (at target, Aug 26, 2024) | 108,959 (max 217,918) | Eligible to vest following each fiscal year’s assessment on August 31 of next year, subject to service | Revenue performance tranches: 50% FY2025; 30% FY2026; 20% FY2027; 200% cap; FY2025 revenue achieved at maximum |
PRSU revenue targets and FY2025 outcome:
| Fiscal year | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|
| FY2025 PRSU | $200,164,000 | $206,175,000 | $212,174,000 | $228,530,000 | 200% vesting for FY2025 tranche |
FY2025 PRSUs eligible to vest due to FY2025 revenue:
| Grant | PRSUs eligible (FY2025 tranche) | Vesting date (subject to service) |
|---|---|---|
| FY2024 PRSUs | 90,718 | August 31, 2026 |
| FY2025 PRSUs | 108,960 | August 31, 2026 |
Pay-versus-performance (select indicators):
| Year | Compensation Actually Paid to CEO ($) | TSR – value of initial $100 | Net Income ($) |
|---|---|---|---|
| FY2023 | $2,711,170 | $61.49 | $2,540,000 |
| FY2024 | $3,048,401 | $159.73 | $2,937,000 |
| FY2025 | $7,473,244 | $206.43 | $9,805,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 714,435 shares; 5.61% of outstanding (12,693,971 shares outstanding as of Aug 31, 2025) |
| Composition (per footnote) | Includes rights to acquire 44,000 shares within 60 days; footnote also cites 768,612 shares directly owned |
| Options | 44,000 options exercisable at $4.44; expire 2/2/2028 (fully vested) |
| Unvested equity (FY2025 year-end) | RSUs and PRSUs shown in Outstanding Equity Awards table, including RSAs replacing prior RSUs/PRSUs and current RSUs/PRSUs; market value computed at $13.08 per share as of 6/30/2025 |
| Executive ownership guideline | CEO required to hold ≥5x base salary; all NEOs compliant as of 6/30/2025; net-share retention for at least one year on all vested grants |
| Hedging/pledging | Hedging, short sales, and derivative transactions prohibited; margin accounts require approval; pre-clearance and blackout periods enforced; Rule 10b5‑1 plans permitted with strict cooling-off and duration requirements |
Employment Terms
- At‑will employment with amended and restated CEO offer letter; Key Executive Benefits Agreement: if terminated without cause or resigns for good reason, 12 months’ base salary payable in monthly installments, subject to release .
- Change‑in‑control (double-trigger) equity acceleration: upon a change in control and subsequent termination within 12 months without cause or resignation for good reason, 100% acceleration of time-based awards; performance awards accelerate at greater of target or actual achievement measured at period end or termination/change date .
- Clawback/recoupment policy: plan administered by the compensation committee; re-approved November 2024 .
- Non-compete/non-solicit: not specifically disclosed in proxy; insider trading policy and governance codes apply to executives .
Board Governance
Board service and dual-role implications:
- Fife serves as CEO and director; Board chair is independent (Raymond B. Greer) and roles are separated, mitigating combined CEO/Chair governance risk .
- Director independence: majority independent; committees comprised solely of independent directors .
- Meeting attendance: each director attended at least 75% of Board and committee meetings; Board held six meetings in the last fiscal year .
Committee structure and leadership:
- Audit Committee: Anbalagan, Lewis, Judd, Mauro; Judd is Chair and an “audit committee financial expert” .
- Compensation Committee: Latham, Beindorff, Lewis (Chair), Mauro .
- Nominating & Governance Committee: Latham (Chair), Anbalagan, Beindorff, Judd .
Director compensation and ownership guidelines:
- Monthly retainers: Chair of Board $7,000; Audit Chair $6,667; Compensation Chair $6,250; Nominating Chair $5,833; other non‑employee directors $5,000 .
- Annual director equity: restricted stock grant equal to $105,000 divided by 10‑day average stock price; single-year vest .
- Non‑employee director equity ownership policy: 5x annual base cash compensation; net-share retention until guideline met .
Director Compensation (for context)
| Name | Cash fees ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| Raymond B. Greer (Chair) | $84,000 | $107,668 | $191,668 |
| Michael A. Beindorff | $66,250 | $107,668 | $173,918 |
| Dayton Judd (Audit Chair) | $71,669 | $107,668 | $179,337 |
| Cynthia Latham (N&G Chair) | $69,996 | $107,668 | $177,664 |
| Darwin K. Lewis (Comp Chair) | $77,085 | $107,668 | $184,753 |
| Rajendran Anbalagan | $52,500 | $131,085 | $183,585 |
| Garry Mauro | $60,000 | $107,668 | $167,668 |
Compensation Peer Group (benchmarking)
Peer group used for FY2025 assessments included: e.l.f. Beauty, Nature’s Sunshine Products, Jamieson Wellness, Olaplex, Lifeway Foods, PetMed Express, Mannatech, The Beauty Health Company, Medifast, USANA, Natural Alternatives International; with selection criteria of industry similarity, revenue (~0.5–3x), market cap < $1B, and region . The company targets competitive ranges around peer median, with CEO assessed via blended peer and survey data .
Say‑on‑Pay & Shareholder Feedback
- FY2025 say‑on‑pay support: >73% (up from ~67% prior year) .
- Responsive actions: increased PRSU/RSU mix to 60/40 (from 50/50); refined PRSU periods and added Adjusted EBITDA as an LT metric; expanded board skills and disclosure; raised quarterly dividends by 0.5¢ per share in June 2024 and June 2025; continued share repurchases ($3.1M, 0.3M shares since FY2025 start) .
Performance & Track Record
- Revenue: $200.16M (FY2024) to $228.53M (FY2025); Americas 81.3% ($185.72M), APAC/Europe 18.7% ($42.81M) FY2025 .
- Active accounts: ~49,000 active consultants (FY2024) to ~51,000 (FY2025); ~79,000 active customers (FY2024) to ~81,000 (FY2025) .
- Product innovation: patent‑pending MindBody GLP‑1 System™ launched; U.S. patent application filed in FY2025/October 2025; GLP‑1 PRSU targets achieved at max for FY2025 revenue .
- Governance actions: cooperation agreement with activist holders, board refresh, technology skill additions .
Risk Indicators & Red Flags
- Activist engagement and Cooperation Agreement constraints through FY2027 nomination window .
- Direct selling compliance and distributor behavior risks highlighted in Risk Factors; regulatory scrutiny risk in supplements and marketing claims .
- No open FDA/FTC letters as of FY2025; insider trading policy robust with blackout/pre‑clearance .
Equity Award Details (granular vesting and pressure)
| Award type | Quantity | Vesting cadence | Notes |
|---|---|---|---|
| Options (2018 grant) | 44,000 | Fully vested; exercisable; expires 2/2/2028 | Exercise price $4.44 |
| RSUs (Aug 26, 2024) | 72,639 | 1/3 at 1 year; quarterly thereafter over 2 years | Service-based; minimum one‑year vesting rule under plan |
| PRSUs (Aug 26, 2024) | 108,959 target; 217,918 max | FY2025/26/27 tranches; vest Aug 31 following each fiscal year | FY2025 revenue achieved at max; FY2026/27 based on prior-year revenue +3%/+6% targets |
Plan provisions that mitigate near-term selling pressure:
- One-year minimum vesting on awards; prohibition on dividend payments on unvested shares; no repricing/cash buyouts .
- Executive ownership guideline (5x salary) and one-year net‑share holding requirement on all vested awards .
- Hedging/short sales prohibited; margin accounts require approval; blackout and pre‑clearance required .
Compensation Structure Analysis
- Shift toward performance equity: PRSUs increased to 60% of annual equity grants (from 50%), aligning pay with stockholder value creation and adding Adjusted EBITDA as an LT metric beginning FY2026 .
- FY2025 AIP tied 80% to financials (Revenue/Adj. EBITDA) and 20% to strategic scorecard (member activity, enrollments, retention, Evolve rollout, GLP‑1 launch, e‑commerce), paying 153.4% overall on strong execution .
- Clawback and double-trigger CIC provisions support alignment and reduce windfalls from M&A absent sustained performance .
Board Service History and Dual-role Implications
- Fife has served on the Board since February 2021 as CEO and director; Board Chair role separated and held by independent director Raymond B. Greer since November 2023, supporting independent oversight and CEO performance evaluation .
- Committees are fully independent; CEO is not a committee member—Compensation Committee excludes CEO from CEO pay deliberations .
COMPENSATION & INCENTIVES – Key Data (CEO)
| Item | FY2025 |
|---|---|
| Base salary | $550,000 |
| Target bonus % | 70% of base salary |
| Actual AIP payout | 153.4% of target; $589,050 |
| Stock awards (grant-date value) | $1,605,326 |
| PRSU design | Revenue PRSUs with 50%/30%/20% FY25/26/27; 200% cap |
| FY2025 PRSUs eligible (due to FY2025 revenue) | 108,960 PRSUs |
| Options | 44,000 @ $4.44, exp. 2/2/2028 (exercisable) |
Employment Terms
| Provision | CEO terms |
|---|---|
| Severance (no cause/good reason) | 12 months’ base salary; monthly installments; release required |
| Change-in-control | Double-trigger; 100% time-based acceleration; performance-based at greater of target/actual |
| Clawback | Recoupment policy in place; re‑approved Nov 2024 |
Investment Implications
- Alignment: High beneficial ownership (5.61%) and stringent ownership/holding requirements plus hedging prohibitions suggest strong alignment and reduced near-term selling pressure; upcoming PRSU vesting (Aug 31, 2026) is a known potential supply event but mitigated by net-share holding rules .
- Performance linkage: FY2025 PRSU max vesting at revenue reflects management execution; added Adjusted EBITDA metric for LT equity increases quality of pay-for-performance in FY2026+ .
- Governance: Independent Chair and fully independent committees reduce dual-role risk; activist Cooperation Agreement provides stability through FY2027 nomination window but implies continued shareholder oversight .
- Catalysts: Continued GLP‑1 system rollout, Evolve compensation plan global adoption, dividend increases, and buybacks support capital returns; monitor distributor productivity/retention risks inherent to direct selling model .