Jonathan MacKenzie
MEDIFASTAbout Jonathan MacKenzie
Jonathan B. MacKenzie, 54, is Medifast’s Vice President, Finance and Chief Accounting Officer (CAO) since September 13, 2021; he is a CPA licensed in Maryland and Pennsylvania and a member of the AICPA and Maryland Association of CPAs . He previously held senior roles in risk assurance and forensic accounting (PwC, Navigant) and audit (EY, Arthur Andersen), bringing deep technical controls and reporting expertise to Medifast’s finance function . Company performance context during his tenure: by year-end 2024, revenue was $602M and net income $2M, while $100 invested in 2020 equated to $19 by end-2024 versus $156 for the S&P 600 Consumer Staples index, underscoring a challenging backdrop for pay-for-performance alignment . In Q3 2025, Medifast reported $89.4M revenue and a net loss of $2.3M as it executes a business transformation amid GLP‑1 market dynamics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Managing Director, Risk Assurance | Not disclosed | Led risk assurance engagements; strengthened internal control and reporting frameworks |
| Navigant Consulting, Inc. | Managing Director, Forensic Investigation & Accounting Advisory | 2006–2014 | Drove forensic investigations and advisory services; enhanced accounting integrity and remediation capabilities |
| Ernst & Young LLP and Arthur Andersen LLP | Audit-related roles | 1993–2006 | Built audit discipline in financial reporting; foundational assurance experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed |
| Maryland Association of Certified Public Accountants (MACPA) | Member | Not disclosed |
Fixed Compensation
| Component | Value | Date/Period | Notes |
|---|---|---|---|
| Base salary | $280,000 | 2021 | Per CAO offer letter |
| Target bonus | 40% of base | 2021 | Annual incentive plan participation; prorated for 2021 |
| Sign‑on bonus | $20,000 (cash) | 2021 | Paid at hire |
| Sign‑on equity | $25,000 (time‑based deferred shares) | 2021 | RSUs vest ratably over 3 years; granted under Amended & Restated 2012 Share Incentive Plan |
Subsequent CAO base/bonus updates after 2021 are not disclosed in the 2025 proxy; MacKenzie was not a Named Executive Officer (NEO) for 2024 .
Performance Compensation
Company annual incentive framework (2024) used for executive officers/NEOs; CAO payout specifics not disclosed.
| Metric | Weight | Threshold | Target (100% payout) | Actual (2024) | Payout (NEOs) |
|---|---|---|---|---|---|
| Q3 Coach Productivity (New Customers per AEC) | 20% | 0.95 | 1.42 | 1.05 | 49% of target (aggregate) |
| Q4 Coach Productivity (New Customers per AEC) | 20% | 0.74 | 1.26 | 0.85 | 49% of target (aggregate) |
| Transformation Initiatives | 35% | “Company‑led acquisition channel implemented; initial dual offer in market” | Same as threshold | 23% achievement | 49% of target (aggregate) |
| Operating Income (before investments/one‑time items, $M) | 25% | $2.70 | $17.60 | $49.8 (adjusted, non‑GAAP) | 49% of target (aggregate) |
Long‑term incentives and governance:
- Performance Share Units (PSUs) for executives vest over 3 years with annual revenue growth targets; Committee may decrease vesting vs. achievement; double‑trigger vesting applies under change‑of‑control .
- 2022–2024 PSU cycle did not vest (revenue and operating income below thresholds) .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (individual) | Not disclosed for MacKenzie individually in the proxy; only directors/NEOs are itemized; executives in aggregate held 316,176 shares (2.9%) |
| Stock ownership guidelines | Other Section 16 Officers: 1× annual salary; CEO 5×; direct reports to CEO 3× |
| Hedging & pledging | Both prohibited for officers and directors; includes derivatives, margin accounts |
| Clawback policy | Three‑year recoupment on restatements; broader recoupment for breaches of duty or misconduct for covered employees |
| Equity plan features | Amended & Restated 2012 Plan includes double‑trigger change‑in‑control; prohibits option repricing; defines RSU/PSU vesting mechanics |
| Sign‑on RSUs | $25,000 grant, time‑based, vest ratably over 3 years (hire year 2021) |
| Section 16 filings | Company states all Section 16 reports were timely in FY2024 |
Recent insider sales/purchases by MacKenzie are not detailed in the proxy; no additional Form 4 data is available here to assess near‑term selling pressure. The S‑8 registration was signed by MacKenzie in his capacity as VP Finance & CAO, evidencing officer status under equity programs .
Employment Terms
| Term | Detail |
|---|---|
| Start date & role | Appointed CAO effective September 13, 2021 |
| Offer letter economics | $280,000 base; 40% target bonus; $20,000 sign‑on cash; $25,000 time‑based deferred shares (3‑year ratable vest) |
| Severance plan eligibility | Medifast Executive Severance Plan covers CEO, NEOs, and certain executives at EVP level or above reporting to CEO; MacKenzie (VP) not listed as covered; no CAO‑specific severance disclosed |
| Change‑of‑control (equity) | Equity awards under the 2012 Plan provide double‑trigger treatment; accelerated vesting rules set by Plan |
| Non‑compete / non‑solicit | Not disclosed in offer letter or proxy |
| Related parties | No family relationships; no related‑party transactions disclosed for MacKenzie |
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($M) | 935 | 1,526 | 1,599 | 1,072 | 602 |
| Net Income ($M) | 103 | 164 | 144 | 99 | 2 |
| Company cumulative TSR ($100 start) | 186 | 204 | 117 | 72 | 19 |
| S&P 600 Consumer Staples cumulative TSR ($100 start) | 111 | 143 | 134 | 154 | 156 |
Latest quarter snapshot:
| Metric | Q3 2025 |
|---|---|
| Revenue ($M) | 89.4 |
| Net loss ($M) | 2.3 |
| Active earning coaches (’000s) | 19.5 |
Management reiterates transformation initiatives (GLP‑1 collaboration, product line updates, marketing, digital upgrades) to reposition toward metabolic health; cash of $173.5M and no debt as of 9/30/2025 underpin investment capacity .
Investment Implications
- Alignment and governance: Anti‑hedging/pledging, clawback policy, and stock ownership guidelines (1× salary for Section 16 officers) support alignment; CAO equity is primarily time‑based with plan‑level double‑trigger CIC, reducing windfalls and promoting tenure .
- Retention risk: MacKenzie’s disclosed 2021 offer terms are modest relative to NEOs, and he is not enumerated under the Executive Severance Plan coverage for EVPs/NEOs, implying lower severance protection—retention levers are mainly ongoing equity and career progression (a watchpoint during transformation) .
- Trading signals: Individual beneficial ownership and recent Form 4 activity are not disclosed in the proxy; with sign‑on RSUs fully vesting over 3 years from 2021, near‑term vesting‑related selling pressure is likely limited absent new grants—monitor future equity awards and filings .
- Execution risk: Company TSR and revenue trends highlight a challenging backdrop; CAO oversight of accounting controls is critical as initiatives (GLP‑1 integration, product reforms, marketing channels) scale—stable cash and no debt provide buffer, but performance metrics used in incentives (coach productivity, operating income) indicate operational delivery will drive payouts .