James Maloney - Chief Financial Officer | MEDIFAST (MED) Executive Profile & Compensation

About James Maloney

James P. Maloney, age 57, is Medifast’s Chief Financial Officer, serving since July 20, 2020, with responsibility for FP&A, capital allocation strategy, and investor relations; he holds a B.S. from Clarion University, an MBA from the University of Pittsburgh, and is a CPA . The company’s compensation-pay linkage emphasizes Revenue, Operating Income, and Coach Productivity as key metrics (short-term and, for Revenue, long-term incentives) . In 2024, company performance for annual incentives included adjusted operating income of $49.8M, mixed coach productivity results, and partially achieved transformation initiatives; NEOs earned 49% of target bonuses . In 2023, Medifast reported revenue of $1.072B, adjusted operating income of $139.2M, and nine-plus months with Client NPS ≥40, yielding 115% of target bonuses (112% without adjustments) .

Past Roles

Organization	Role	Years	Strategic impact
Medifast, Inc.	Chief Financial Officer	July 2020–present	Leads finance, FP&A, capital allocation, and investor relations
L.B. Foster Company	Senior Vice President, Chief Financial Officer	Not disclosed	Public company CFO experience in manufacturing/infrastructure
First Insight, Inc.	Chief Financial Officer	Not disclosed	CFO for consumer data firm; continues as Board Advisor
H.J. Heinz Company	VP Global FP&A & Supply Chain Finance; Director Finance Supply Chain NA; Controller NA	Not disclosed	Finance leadership and supply chain finance roles
Ernst & Young LLP	Senior Manager, Assurance Practice (US/EU)	Not disclosed	Audit/assurance background

External Roles

Organization	Role	Years	Strategic impact
First Insight, Inc.	Board Advisor	Not disclosed	Ongoing advisory role at a consumer data company

Fixed Compensation

Metric	2022	2023	2024
Base salary ($)	506,761	527,085	527,085; unchanged vs 2023 per Committee decision
Target bonus (% of salary)	—	70%	70%
Non-Equity Incentive Plan Compensation ($)	302,547	424,303	180,790
Stock Awards (grant-date fair value, $)	602,572	992,101	623,337
All Other Compensation ($)	14,603	66,334	16,273
Total Compensation ($)	1,426,483	2,009,824	1,347,485

2024 base salaries were held flat to reflect austerity and financial conditions; 2024 target bonus ranges were reduced (25%–100% of target vs 50%–150% in 2023) .

Selected Perquisites (illustrative)

2024: Company matched 401(k) $13,800 and HSA contribution $1,500 included in “all other compensation” for Maloney .
Executive preventive health screening benefit; anti-hedging and anti-pledging policies applicable to executives .

Performance Compensation

Metric	Weight	Threshold	Target	Actual	Notes	Payout impact
Q3 Coach Productivity (New Customer per AEC)	20%	0.95	1.42	1.05	Quantitative	Contributed to overall 49% payout
Q4 Coach Productivity (New Customer per AEC)	20%	0.74	1.26	0.85	Quantitative	Contributed to overall 49% payout
Transformation Initiatives	35%	“Company-led acquisition channel implemented; initial dual offer in market”	Same	23% achievement	Qualitative	Contributed to overall 49% payout
Operating Income before investments & one-time items ($M)	25%	2.70	17.60	49.8	Non-GAAP adjustments described; excludes LifeMD-related and other one-time items	Contributed to overall 49% payout
Overall annual incentive payout (% of target)	—	—	—	49%	Applied to each NEO’s target bonus opportunity	—

2023 annual incentive metrics: Revenue, Adjusted Operating Income, Client Net Promoter Score; payout was 115% of target (112% without operating income adjustments) .

Equity Ownership & Alignment

Metric	2023	2024	2025
Shares beneficially owned (#)	1,235	9,752	10,801
Percent of outstanding (%)	* (<1%)	* (<1%)	* (<1%)

Stock ownership guidelines: Direct reports to CEO must hold stock worth 3x salary; until compliant, must hold at least 50% of shares from equity awards; all NEOs compliant or making progress (2023 update simplified holding rules) . Anti-hedging and anti-pledging policies prohibit hedging and pledging company stock .

Outstanding Equity Awards at FY-End (Maloney)

2023 Fiscal Year-End (Dec 29, 2023):

Award type	Units (#)	Market value ($)	Vesting schedule
RSUs (03/17/2021)	259	17,410	Vest Mar 17, 2024
RSUs (03/16/2022)	854	57,406	427 each on Mar 16, 2024 & 2025
RSUs (03/17/2023)	4,574	307,464	1,524–1,525 each Mar 17, 2024–2026
PSUs (target; vest 12/31/2024)	1,922	129,197	Vest Dec 31, 2024
PSUs (target; vest 12/31/2025)	4,574	307,464	Vest Dec 31, 2025

2024 Fiscal Year-End (Dec 31, 2024):

Award type	Units (#)	Market value ($)	Vesting schedule
RSUs (03/16/2022)	427	7,524	Vest Mar 16, 2025
RSUs (03/17/2023)	3,050	53,741	1,525 each Mar 17, 2025 & 2026
RSUs (03/13/2024)	8,718	153,611	2,906 each Mar 13, 2025–2027
PSUs (target; vest 12/31/2025)	4,574	80,594	Vest Dec 31, 2025
PSUs (target; vest 12/31/2026)	8,718	153,611	Vest Dec 31, 2026

Market values use $67.22/share for 2023 and $17.62/share for 2024 .

2024 Stock Vested (Value Realized)

Grant name	Shares vested (#)	Value realized ($)
03/17/2021 RSUs	259	9,482
03/16/2022 RSUs	427	15,632
03/17/2023 RSUs	1,524	55,794

Employment Terms

Term	Detail
Appointment date	July 20, 2020
Initial base salary	$425,000
Target annual bonus	70% of base salary
Sign-on LTI award	$425,000; 40% time-based deferred shares vest over 3 years; 60% performance-based deferred shares tied to performance
LTI program participation	Beginning 2021, annual deferred share grants at grant-date fair value equal to base salary
Severance eligibility	Executive Severance Plan
Relocation assistance	Per Company policy

Severance and Change-of-Control Economics (as of Dec 31, 2024)

Scenario	Severance ($)	Annual cash bonus ($)	Unvested RSUs ($)	Unvested PSUs ($)
Termination without cause or good reason	896,045	180,790	64,198	82,048
Termination without cause or good reason following a change in control	1,344,067	368,960	214,876	104,933

Valuations based on $17.62/share at 12/31/2024; equity awards feature double-trigger vesting under the 2012 Plan .

Governance and Policy Context

Clawback: Applies to current/former executives; updated in 2023 to comply with NYSE/SEC; mandates recovery of incentive comp upon restatement (three-year lookback), with additional recoupment for certain misconduct .
Anti-hedging/Anti-pledging: Strict prohibitions on hedging/monetization and pledging or margin accounts for executives and directors .
Stock options: No stock options or SARs granted in 2024; committee does not time grants around MNPI .
Section 16 Compliance: All reports timely filed for FY 2024 .

Investment Implications

Pay-for-performance alignment: 2024 annual bonus paid at 49% of target in line with measured performance across profitability and execution metrics; Maloney’s actual cash incentive fell to $180,790 from $424,303 in 2023, while stock award grant-date value decreased to $623,337 from $992,101, reflecting tighter performance and retentive but disciplined equity mix (50% PSUs/50% RSUs for executives) .
Retention and supply signals: Significant unvested RSUs/PSUs through 2027 (e.g., RSUs 8,718 with 2,906 vesting annually in 2025–2027; PSUs 8,718 targeting 2026) create ongoing retention hooks and scheduled equity deliveries; ownership guidelines require holding at least 50% of shares until compliant, moderating near-term selling pressure .
Downside protection and governance: Double-trigger equity vesting, no excise tax gross-ups, anti-hedging/pledging policies, and a robust clawback reduce governance red flags and align incentives with sustainable performance .
Change-in-control economics: Cash severance and accelerated equity values in a CIC scenario are modest relative to CEO, suggesting balanced retention without outsized parachute risk; values are explicitly quantified for Maloney .