Jason Groves
MEDIFASTAbout Jason Groves
Jason L. Groves, Esq., 54, is Medifast’s Chief Legal Officer & Corporate Secretary, overseeing the Office of the Chairman and the legal function (compliance, litigation, regulatory, government relations) since joining the company in 2009 . He previously served on Medifast’s Board as an independent director (2009–2011) and Executive Committee member (2011–2015) . Prior roles include Assistant Vice President of Government Affairs at Verizon Maryland and service as a U.S. Army JAG officer and Special Assistant U.S. Attorney for three years, earning multiple commendations . Company performance alignment indicators: 2022–2024 PSUs did not vest due to falling short of cumulative revenue and operating income targets, and 2024 adjusted operating income reached $49.8M; annual incentive paid at 49% of target, signaling tighter pay-for-performance linkage amid transformation initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medifast, Inc. | Director; Independent Director (Audit Committee); Executive Committee member | 2009–2015 | Governance oversight; committee leadership supporting corporate strategy and compliance |
| Medifast, Inc. | Executive legal leadership roles prior to CLO | Since 2009 | Built and led compliance, litigation, regulatory, and government relations capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verizon Maryland | Assistant Vice President, Government Affairs | Not disclosed | Led legislative policy and government affairs for the company in Maryland |
| U.S. Army (JAG Corps) | Judge Advocate; Special Assistant U.S. Attorney | 3 years (dates not disclosed) | Prosecutorial and legal service; earned Army Achievement and Army Commendation Medals |
Fixed Compensation
| Metric | 2022 (USD) | 2023 (USD) | 2024 (USD) |
|---|---|---|---|
| Base Salary | $411,286 | $427,781 | $427,781 |
| Target Bonus % of Salary | 70% | 70% | 70% |
| All Other Compensation | $12,683 | $54,866 | $14,349 |
| Total Compensation | $1,158,643 | $1,632,144 | $1,094,793 |
Notes:
- Base salaries for all NEOs were held flat in 2024 (second consecutive year) in line with austerity measures .
- All other compensation in 2024 primarily reflects $13,800 401(k) match; health savings contributions and group term life insurance .
Performance Compensation
Annual Incentive (2024 design and outcomes)
| Metric | Weight | Threshold | Target / Max | Actual | Payout (Plan) |
|---|---|---|---|---|---|
| Q3 Coach Productivity (New Customers per AEC) | 20% | 0.95 | 1.42 | 1.05 | Not disclosed by metric; overall plan paid 49% of target |
| Q4 Coach Productivity (New Customers per AEC) | 20% | 0.74 | 1.26 | 0.85 | Not disclosed by metric; overall plan paid 49% of target |
| Transformation Initiatives (Company-led acquisition channel; dual offer launch) | 35% | Launch initiatives | Launch initiatives | 23% achievement | Not disclosed by metric; overall plan paid 49% of target |
| Operating Income (before investments and one-time items, $M) | 25% | $2.70 | $17.60 | $49.8 (adjusted, non-GAAP) | Not disclosed by metric; overall plan paid 49% of target |
| Overall Annual Incentive Payout | — | — | — | — | 49% of target for all NEOs |
Design notes:
- 2024 payout range reduced to 25%–100% of target (from 50%–150% in 2023) to reflect financial/operational conditions .
- Metrics combined quantitative (productivity, operating income) and qualitative transformation execution .
Long-Term Incentives (2024 grants)
| Award Type | Grant Date | Target Shares | Vesting / Performance Conditions |
|---|---|---|---|
| Time-Based RSUs | 03/13/2024 | 7,076 | Vests ratably over 3 years (2025–2027) |
| Performance Share Units (PSUs) | 03/13/2024 | 7,076 | 3 one-year performance periods, averaged; Year 1 earnout: 25%–150%; Years 2–3: 25%–200%; PSU distribution after 3-year period ending 12/31/2026; metric: revenue growth |
Historical PSU outcome:
- 2022–2024 PSU program paid 0% (no vest) as cumulative revenue ($3,272,631k) and operating income ($404,968k) fell below threshold targets .
Grants of Plan-Based Awards (Cash and Equity, 2024)
| Item | Threshold | Target | Maximum |
|---|---|---|---|
| 2024 Annual Incentive (Cash) | $74,862 | $299,447 | $299,447 |
| 2024 PSUs (shares) | 1,769 | 7,076 | 12,972 |
| 2024 RSUs (shares) | — | 7,076 | — |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (shares) | 13,909; <1% of outstanding shares |
| Unvested RSUs at 12/31/2024 | 347; 2,475; 7,076 (by grant; see schedule below) |
| Unvested PSUs at 12/31/2024 | 3,712 (vesting 12/31/2025); 7,076 (vesting 12/31/2026) |
| Options Outstanding | None (no options listed for Groves) |
| Stock Ownership Guidelines | Direct reports to CEO: 3x annual salary; 50% of net shares must be held until compliant |
| Anti-hedging & Anti-pledging | Hedging and pledging prohibited for officers/directors |
| Clawback Policy | Dodd‑Frank/NYSE-compliant; 3-year restatement recoupment; fiduciary breach recoupment provisions |
| Section 16(a) Compliance | All reports timely filed in 2024 |
Vesting Schedules (near-term supply signals)
| Grant | Type | Vesting Date(s) | Shares |
|---|---|---|---|
| 03/16/2022 | RSU | 03/16/2025 | 347 |
| 03/17/2023 | RSU | 03/17/2025; 03/17/2026 | 1,237; 1,238 |
| 03/13/2024 | RSU | 03/13/2025; 03/13/2026; 03/13/2027 | 2,358; 2,359; 2,359 |
| 03/16/2022 | PSU | 12/31/2025 | 3,712 (at target, subject to performance) |
| 03/13/2024 | PSU | 12/31/2026 | 7,076 (at target, subject to performance) |
Policy alignment:
- Dividends on equity accrue/pay only upon vesting .
- No repricing; double-trigger change-in-control protections in share plan .
Employment Terms
| Provision | Standard | Groves-specific (estimated payout values at 12/31/2024 share price) |
|---|---|---|
| Severance (no-Cause / Good Reason) | 1x salary + target bonus; pro‑rated bonus; pro‑rata vesting of RSUs/PSUs; option acceleration | Severance $727,228; Annual Bonus $146,729; Unvested RSUs $52,109; Unvested PSUs $66,591 |
| Change-in-Control (double-trigger) | 1.5x salary + target bonus (2.5x for CEO); greater of target or actual for pro‑rated bonus; equity acceleration/pro‑rata PSU vesting | Severance $1,090,842; Annual Bonus $299,447; Unvested RSUs $174,403; Unvested PSUs $85,163 |
| Tax Gross-ups (280G) | Officers not eligible | Not eligible |
| Non-compete/Non-solicit | Not disclosed in proxy | Not disclosed |
| Garden Leave/Consulting | Not disclosed | Not disclosed |
Change-in-control equity terms (2012 Plan):
- Double-trigger vesting if awards assumed and the executive is terminated without cause within 24 months; otherwise full vest on CIC if not assumed .
Investment Implications
- Pay-for-performance alignment: 2022–2024 PSUs paid 0% due to performance shortfalls; 2024 annual incentive paid 49% of target, aligning realized pay to execution progress amid transformation; 2024 LTI mix emphasizes PSUs (50%) and RSUs (50%) for NEOs, focusing future payout on revenue growth .
- Retention vs guaranteed pay: Base salary held flat for 2023–2024, with incremental LTI grant in lieu of a merit increase, increasing retentive equity holding power while preserving at-risk structure .
- Selling pressure: Near-term RSU vests in March 2025–2027 total ~6,304 shares; PSU vest outcomes are performance-contingent (Dec 2025 and Dec 2026), which moderates forced selling risk relative to time-based vests; anti-hedging and anti-pledging policies further reduce pressure .
- Ownership alignment: Personal share ownership is <1% of outstanding; strong company-wide ownership guidelines (3x salary for direct reports) require continued net share retention until compliant, promoting alignment despite low absolute stake .
- Change-of-control economics: Double-trigger severance and equity acceleration provide meaningful protection without 280G gross-ups; values at 12/31/2024 imply substantial benefits but are within market norms and plan limits .
Additional Reference
- Say‑on‑Pay support: ~96% approval at 2024 annual meeting for the Company’s executive compensation program decisions, indicating shareholder endorsement of design and direction .
- Peer benchmarking & burn rate: Peer group maintained in 2024; Company three‑year average burn rate ~1.56%; overhang ~9.1% (would be ~13% with proposed share increase), with strong governance features (no evergreen, no repricing, minimum vesting) .
Overall, Groves’ package is structured to be primarily at-risk with multi-year PSU hurdles and meaningful clawback protections. Near-term RSU vesting should be monitored for potential 10b5‑1 activity, but policy constraints (anti-hedging/pledging) and performance gating on PSUs point to limited involuntary selling pressure. Severance/CIC terms are protective yet shareholder-friendly (no gross-ups), supporting retention through the transformation period .