Elizabeth Geary
MEDIFASTAbout Elizabeth Geary
Elizabeth A. Geary (age 44) has served on Medifast’s Board since 2023 and is an independent director with cyber, risk mitigation, and insurance expertise. She is President, Insurance Solutions at Liberty Mutual (since August 2022) and previously held senior underwriting and cyber leadership roles at TransRe, including President, Global Portfolio Management; Chief Underwriting Officer, North America; and Global Head of Cyber. She holds a B.S. in Business Administration and an MBA in Finance from Fordham University’s Gabelli School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransRe | President, Global Portfolio Management; Chief Underwriting Officer, North America; Global Head of Cyber | 2002–2022 (joined in 2002; latest roles before Aug 2022) | Led portfolio and underwriting risk; cyber expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Mutual | President, Insurance Solutions | Aug 2022–present | Oversees insurance product and solution strategy |
Board Governance
- Independence: Board determined all current directors other than the CEO are independent under NYSE rules; Geary is categorized as independent .
- Committees: Nominating/Corporate Governance Committee member; not chair .
- Attendance and engagement: In 2024, the Board met 4 times; Nominating/Corporate Governance met 4 times; all current directors attended all Board and committee meetings on which they served, and all up for re-election attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director is Jeffrey J. Brown; independent directors meet without management present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $70,000 | Annual retainer and committee meeting fees |
| Stock awards (grant-date fair value) | $135,614 | Director equity; RSUs; she elected to defer equity under the Deferred Compensation Plan |
| Total | $205,614 | Sum of cash and stock awards |
| Outstanding RSUs at 12/31/2024 | 8,377 | RSUs credited in Deferred Compensation Plan |
| Equity vest timing (2024 grants) | June 20, 2025 | 2024 RSUs vest for all non-employee directors on this date |
Key program features:
- Directors could elect either 5,736 RSUs plus a quarterly cash retainer ($16,250), or all compensation in RSUs; separate committee meeting fees of $1,250–$5,000 were offered and could be taken in shares .
- Deferred Compensation Plan allows directors to defer cash/equity; deferred equity receives a 15% premium and vests per underlying award terms .
Performance Compensation
- Not applicable. Medifast’s director pay consists of cash retainers, committee fees, and time-based RSU grants; no performance-linked director bonuses or PSUs are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list any other current public company boards for Geary . |
Expertise & Qualifications
- Cybersecurity and risk: Led TransRe’s Global Cyber practice; current insurance leadership role at Liberty Mutual .
- Governance: Serves on Nominating/Corporate Governance Committee, which oversees Board composition, governance principles, and diversity mix .
- Education: B.S. and MBA (Finance), Fordham University, Gabelli School of Business .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Elizabeth A. Geary | 8,377 | ~0.076% | Based on 10,991,021 shares outstanding; beneficial ownership includes RSUs. Calculation: 8,377/10,991,021 . |
| Outstanding RSUs (deferred plan) | 8,377 | — | RSUs credited under Director Deferred Compensation Plan |
| Estimated value of holdings at 12/31/2024 | ~$147,557 | — | 8,377 × $17.62 closing price; directional estimate for alignment context . |
Stock ownership policy and alignment:
- Non-employee director stock ownership guideline: 5× annual cash retainer; until met, must hold at least 50% of net shares from equity awards .
- Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging Company stock .
Governance Assessment
- Committee assignments and independence: Geary is an independent director on the Nominating/Corporate Governance Committee, supporting Board composition, diversity, and governance policies—positive for board effectiveness .
- Attendance and engagement: Full attendance at Board and committee meetings in 2024 indicates strong engagement; NCG met four times .
- Compensation and ownership alignment: Mix of cash plus RSUs, with equity deferral and 15% premium encourages longer holding periods and alignment; RSUs vest annually and are subject to holding until guidelines are met .
- Risk controls and investor protections: Robust policies include majority vote standard, independent sessions, clawback policy, anti-hedging/pledging, no option repricing without shareholder approval, and double-trigger change-in-control protections under the equity plan .
- Potential conflicts or related-party exposure: The proxy outlines a formal related-person transaction review process under Audit Committee oversight; the document does not disclose any related-party transactions involving Geary .
- Signals: Geary’s cyber/insurance background is additive to board oversight of evolving digital and risk issues, aligning with the Board’s stated cybersecurity oversight mechanism and quarterly updates from management .
RED FLAGS: None disclosed for Geary regarding attendance, hedging/pledging, or related-party transactions. Note that individual compliance with director stock ownership guidelines is not disclosed; the company enforces 50% post-vesting hold-until-guideline provisions, which mitigates misalignment risk .