Andrea Thomas
MEDIFASTAbout Andrea B. Thomas
Independent director since 2019 (age 60), currently Chair of the Nominating/Corporate Governance (NCG) Committee and member of the Compensation Committee. She is Chief Experience Officer and a marketing professor at the University of Utah; previously Senior Vice President at Walmart (8.5 years), Vice President of Global Chocolate at Hershey, and 13 years at PepsiCo (Frito-Lay and Pizza Hut) focused on brand management, innovation, and retail marketing. Education: BA (University of Utah), MBA (Brigham Young University), EdD (University of Pennsylvania) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart | Senior Vice President (private brands, sourcing, sustainability, marketing) | 8.5 years | Led large-scale private brands and sustainability initiatives |
| The Hershey Company | Vice President, Global Chocolate | Not disclosed | Responsible for platform innovation for global brands |
| PepsiCo (Frito-Lay, Pizza Hut) | Brand management, innovation, retail marketing | 13 years | Launched Tostitos Scoops; managed Tostitos Fiesta Bowl; coordinated NFL and Disney relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Utah | Chief Experience Officer; Professor of Marketing (David Eccles School of Business) | 2016–present | Academic and operating leadership roles |
| Other public company boards | — | — | None disclosed in current or past 5 years for Andrea Thomas |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance; Member, Compensation .
- Independence: Board determined all current directors except the CEO are independent; Andrea is independent and a “non‑employee director” for Compensation Committee purposes .
- Attendance: The Board met 4 times in 2024; committees met Audit (4), Compensation (8), NCG (4), Executive (4). All current directors attended all Board and their committee meetings in 2024; all directors up for re‑election attended the 2024 annual meeting .
- Board processes: Annual Board/committee self‑assessments, director orientation, NACD memberships, executive sessions, Lead Independent Director structure, majority independent board .
Fixed Compensation
| Component (2024) | Amount/Structure | Notes |
|---|---|---|
| Quarterly cash retainer | $16,250 per quarter (Lead Independent Director +$6,250) | Standard structure; Andrea is not Lead Independent Director |
| Committee meeting fees | $1,250–$5,000 per meeting | Varies by committee and position; paid in cash or shares at director’s election |
| Deferred Compensation Plan | 15% premium on deferred equity; option to defer 0% or 100% of cash/equity | 2024: all non‑employee directors deferred 100% of equity; Mr. Brown deferred 100% of all compensation; Andrea’s equity deferred per program |
| Andrea Thomas 2024 totals | Fees earned: $87,500; Stock awards (grant date fair value): $135,614; Total: $223,114 | Values per proxy’s director compensation table |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director compensation consists of cash retainers, meeting fees, and annual RSUs/DSUs without performance conditions |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (past 5 years) | None disclosed for Andrea Thomas |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; related-person transactions are reviewed by the Audit Committee; no specific related-party transactions listed involving directors in the sections reviewed |
Expertise & Qualifications
- Consumer products, brand management, innovation, sustainability; large-scale retail operations (Walmart, Hershey, PepsiCo) .
- Academic leadership and marketing expertise (University of Utah) .
- Governance experience as NCG Chair; committee oversight on director nominations, governance principles, and board composition .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of record date 4/21/2025) | 12,849 shares; less than 1% of outstanding |
| Outstanding RSUs credited (12/31/2024) | 11,868 RSUs (deferred plan credits) |
| Ownership guidelines | Non‑employee directors: 5x annual cash retainer; must hold at least 50% of shares acquired until guidelines met |
| Hedging/pledging | Prohibited for officers and directors (anti‑hedging and anti‑pledging policies) |
Insider Trades
| Date (Filing) | Transaction | Quantity | Notes/Source |
|---|---|---|---|
| 2025-06-26 (reporting period 2025-06-25) | RSUs granted under Director’s Deferred Compensation Plan | 11,168 | Form 4; director equity deferral program |
Governance Assessment
- Strengths: Independent director; Chairs NCG and serves on Compensation Committee; 100% attendance in 2024; equity-heavy director pay with deferral strengthens alignment; anti‑hedging/anti‑pledging policies; stock ownership guidelines in place .
- Compensation structure signals: 2024 director pay combined cash retainers, meeting fees, and RSUs; broad use of equity deferral (with 15% premium) may aid long-term alignment but premium could draw scrutiny from some investors; fully disclosed .
- Conflicts/related parties: No related‑party transactions involving directors highlighted in reviewed sections; Audit Committee oversees related‑party reviews .
- RED FLAGS: None evident from proxy sections reviewed—no hedging/pledging, high attendance, majority independent board, and clear committee independence; continue monitoring for any future related‑party transactions or changes to director compensation that reduce at‑risk alignment .