Claudia Greninger
MEDIFASTAbout Claudia Greninger
Claudia C. Greninger, age 52, is Chief Human Resources Officer at Medifast (Medifast, Inc.), having joined in October 2019 as Executive Vice President, Human Resources. She brings 20+ years of global HR experience across change management, compensation design, global mobility, and engagement; prior roles include Vice President, Human Resources at Laureate Education (supporting global corporate offices with 5,000+ employees) and positions at Johnson & Johnson, Citigroup, and DoubleClick. She holds a B.A. from Barnard College (Columbia University) and an MBA from NYU Stern. Company performance context during her tenure is shown below.
Company performance during Claudia Greninger’s tenure
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($M) | 935 | 1,526 | 1,599 | 1,072 | 602 |
| Net Income ($M) | 103 | 164 | 144 | 99 | 2 |
| Cumulative TSR ($, base $100 at 12/31/2020) | 186 | 204 | 117 | 72 | 19 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Laureate Education | Vice President, Human Resources | Over 10 years until 2019 (exact years not disclosed) | Supported global corporate offices (5,000+ employees worldwide) |
| Johnson & Johnson | Human Resources roles | Not disclosed | Not disclosed |
| Citigroup | Human Resources roles | Not disclosed | Not disclosed |
| DoubleClick | Human Resources roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | No external directorships or committee roles disclosed for Ms. Greninger |
Fixed Compensation
- Medifast discloses detailed compensation only for Named Executive Officers (NEOs). Ms. Greninger (CHRO) is not listed as an NEO in 2024–2025 proxy disclosures, so her base salary, target bonus, and realized pay are not separately disclosed. The Summary Compensation Table covers CEO, CFO, Chief Field Operations Officer, Chief Business Operations Officer, and Chief Legal Officer.
Context on executive pay framework (applies to NEOs and guides overall design):
- Base salaries for NEOs were frozen in 2024 (second consecutive year) as part of austerity measures.
- Target annual bonus opportunities (as % of base) were unchanged in 2024 for NEOs; payout range narrowed to 25%–100% of target for 2024 (down from 50%–150% in 2023).
- Long-term incentives mix: CEO 60% PSUs/40% RSUs; other executive officers 50% PSUs/50% RSUs in 2024.
- To support retention without increasing fixed pay, 2024 LTI target values were raised by an amount equivalent to a 4% salary merit increase.
Performance Compensation
2024 Annual Incentive Plan (AIP) structure (NEO program design)
| Metric | Threshold (25% payout) | Target / Max (100% payout) | Weight | 2024 Achievement / Payout |
|---|---|---|---|---|
| Q3 Coach Productivity – New Customers per Active Earning Coach (AEC) | 0.95 | 1.42 | 20% | 1.05 achieved (met ≥ threshold) |
| Q4 Coach Productivity – New Customers per AEC | 0.74 | 1.26 | 20% | 0.85 achieved (met ≥ threshold) |
| Transformation Initiatives | Implement company-led acquisition channel; “dual offer” in market | Same as threshold | 35% | Partially met (23% of component) |
| Operating Income (before investments and one-time items) | $2.70M | $17.60M | 25% | Adjusted OI $49.8M (non-GAAP) |
| Total AIP Payout Result | — | — | — | 49% of target for NEOs |
Long-Term Incentive (LTI) design (granted 3/13/2024, plan-wide features)
- PSUs: 3-year performance period (2024–2026) with annual revenue/revenue growth targets; earn between 25%–150% of target for year 1 and 25%–200% for years 2–3; payout based on 3-year average; continuous employment through end of period required (except specified retirement provisions).
- Time-vested RSUs: Vest ratably over three years; continuous employment required (except specified retirement provisions).
- Dividends/dividend equivalents on unvested awards are paid only if/when the underlying shares are earned/vested.
Change versus prior cycles:
- 2022–2024 PSU cycle (revenue + operating income) paid 0% due to below-threshold performance over the 3-year period.
Equity Ownership & Alignment
- Ownership guidelines: CEO 5x salary; direct reports to CEO 3x salary; other Section 16 officers 1x salary. Executives must retain at least 50% of net shares until compliant; qualifying holdings include RSUs and earned PSUs (options are excluded if unvested).
- Clawback: Updated in 2023 to comply with NYSE and Dodd-Frank; covers current/former executive officers for 3-year lookback on restatements; board may recoup incentive pay; broader misconduct-based recoupment applies to certain non-Section 16 senior employees.
- Anti-hedging and anti-pledging: Officers and directors are prohibited from hedging and from pledging company stock or holding securities in margin accounts.
- Equity plan governance: The Amended and Restated 2012 Share Incentive Plan includes a one-year minimum vesting provision, prohibits option repricing without shareholder approval, and provides double-trigger vesting treatment upon change in control.
Beneficial ownership (individual disclosure)
- Ms. Greninger is not individually listed in the “Security Ownership of Officers and Directors” table; individual share counts are provided for NEOs and directors only.
Employment Terms
Executive Severance Plan (plan-wide terms)
- Eligibility: CEO, other NEOs, and certain executives at EVP level or above who report directly to the CEO.
- Termination without cause / for good reason (outside CIC or >2 years after CIC): Lump-sum cash equal to 1x salary + target bonus (1.5x for CEO); pro-rated annual bonus based on actual results; acceleration for stock options; pro-rata vesting for RSUs and PSUs based on actual performance.
- Termination without cause / for good reason within 2 years following a CIC: Lump-sum cash equal to 1.5x salary + target bonus (2.5x for CEO); pro-rated bonus at greater of target or actual (forecast-based); full acceleration for stock options and RSUs; pro-rata PSUs at greater of target or actual (forecast-based).
- No 280G excise tax gross-ups for officers.
Equity plan CIC treatment
- If awards are not assumed/substituted, the plan authorizes acceleration to fully vested/exercisable status and treats performance awards as achieved at the greater of target or actual; double-trigger protections apply for assumed awards with qualifying termination within 24 months post-CIC.
Additional Context: Governance, Pay and Culture (for compensation alignment assessment)
- Compensation Committee: Independent directors (Chair: Scott Schlackman) oversee executive pay; the committee engages Meridian Compensation Partners as independent advisor.
- 2024 Say-on-Pay: ~96% approval at 2024 annual meeting.
- Peer group methodology maintained year-over-year given volatility; emphasizes healthy living/wellness, revenue comparability, and direct-selling consumer products where available.
- Culture and employee experience: Medifast received U.S. News & World Report “Best Companies to Work For” recognition (2024–2025). Ms. Greninger emphasized inclusion and a supportive culture as central to performance and mission delivery.
“Our people are at the heart of everything we do… fostering a culture of growth and belonging is essential… this recognition validates our efforts to build a workplace where everyone can bring their whole selves to work, innovate boldly, and make a significant impact every day.” — Claudia Greninger, CHRO
Investment Implications
- Disclosure limits: Ms. Greninger is not an NEO; her individual pay levels, equity holdings, and transactions are not disclosed, limiting precision on pay-for-performance alignment and near-term selling pressure. Beneficial ownership tables list NEOs and directors only.
- Program alignment: Company-wide pay architecture (which governs NEOs and typically informs EVP-level plans) is highly performance-based, with narrowed AIP payout ranges in 2024 (25%–100% of target) and a heavier emphasis on PSU-based LTI; 2024 AIP paid at 49% of target for NEOs, reflecting measured outcomes amid transformation.
- Retention design: In 2024, executives received incremental LTI value in lieu of salary increases to support retention and alignment (no base salary raises for a second year). This shifts value from guaranteed to at-risk equity and reduces fixed-cost pressure.
- Risk controls: Robust clawback, prohibitions on hedging/pledging, and double-trigger CIC treatment reduce governance and alignment risks often associated with executive equity programs.
- Company performance: Revenue and net income declines from 2022–2024 and weak cumulative TSR through 2024 provide context for compensation outcomes and underscore execution risk in the business transformation phase; however, leadership cites improving coach productivity trends and a strong balance sheet (no debt; $164.6M cash/equivalents as of 3/31/2025) as support for the turnaround path.
Notes and Omissions
- Equity ownership breakdown (direct/indirect, vested/unvested), Form 4 trading history, and any personal pledging or hedging status for Ms. Greninger are not individually disclosed in the proxy; officers are prohibited from hedging and pledging company stock.
- Specific employment contract terms (non-compete, non-solicit, garden leave, consulting, auto-renewal) are not disclosed for Ms. Greninger; severance economics are governed by the Executive Severance Plan as summarized above.