Michael Hoer
MEDIFASTAbout Michael A. Hoer
Independent director at Medifast since 2018; age 70; serves on the Audit and Compensation Committees and is designated an Audit Committee Financial Expert. Former Controller, CFO, and President with extensive Asia operating experience; education includes a BA in Chinese and an MBA from Brigham Young University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | President — Continental Enterprises Ltd. & Managing Director — Conti Asia; prior roles of increasing responsibility | 1992–2007 | Led Asia operations; finance and leadership credentials highlighted for Audit/Comp roles |
| Beijing H-Hova Purification Technology Co. Ltd. | Director | Aug 2012–Jul 2016 | Industrial JV board oversight in China |
| Dynasty Petroleum Holdings LLC | Chairman | Not disclosed | Energy sector governance experience |
| First Western Advisors | Director | Not disclosed | Financial services board role |
| Avantar LLC | Director | Not disclosed | Technology/marketing data board role |
| Humanitarian projects (Egypt and Sudan) | Volunteer project manager | Since 2018 | Social impact and governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Taiwan Fu Hsing Industrial Co. Ltd. | Director | Current | External public/industrial board; potential supply chain perspective |
| Brigham Young University | National Advisory Council member | Current | Academic advisory governance experience |
Board Governance
- Independence: Board determined Hoer is independent under NYSE rules; he is also “non-employee” for Exchange Act purposes on Compensation Committee .
- Committees: Audit Committee member and Compensation Committee member; designated Audit Committee Financial Expert .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024; directors expected to attend the annual meeting, and all incumbents did in 2024 .
- Board activity levels (2024): Board met 4 times; Audit 4; Compensation 8; Nominating/Governance 4; Executive 4 .
| Governance Attribute | Status |
|---|---|
| Independence | Independent director |
| Lead/Chair roles | Not a chair; Audit Chair is Brown; Compensation Chair is Schlackman |
| Audit Financial Expert | Yes (“+” designation) |
| Attendance (2024) | 100% Board/committee attendance |
| Director since | 2018 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $82,500 | 2024 director cash fees |
| Annual Retainer | Quarterly $16,250 | Standard program; lead director receives an additional $6,250 per quarter (not applicable to Hoer) |
| Committee Meeting Fees | $1,250–$5,000 per meeting | Paid by committee and role; electable in shares |
Performance Compensation
| Equity Component | Grant/Value | Vesting | Elections/Plan |
|---|---|---|---|
| Stock Awards (RSUs) | $135,614 (grant-date fair value) | 2024 RSUs granted at the June 2024 Board meeting; scheduled to vest on June 20, 2025 | Non-employee directors can defer equity to the Director Deferred Compensation Plan (DCP), with a 15% premium on deferred equity; in 2024, all non-employee directors deferred 100% of equity compensation (aside from Xian and Brown, who deferred 100% of total compensation) |
| Outstanding RSUs (as of 12/31/2024) | 11,841 units | Per DCP; RSUs credited | Outstanding awards summary |
| Options | None granted in 2024 | N/A | Company did not issue options/SARs in 2024 |
No performance metrics are tied to director equity awards; RSUs are time-based. The company prohibits repricing of stock options in its plan and did not time grants around material nonpublic information .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Conflict with MED |
|---|---|---|
| Taiwan Fu Hsing Industrial Co. Ltd. | Director | None disclosed |
| Brigham Young University (National Advisory Council) | Member | None disclosed |
| Compensation Committee Interlocks | N/A | Company discloses no interlocks; Hoer served on Comp Committee alongside Schlackman and Thomas; no reciprocal executive overlaps reported |
Expertise & Qualifications
- Finance and leadership pedigree (former Controller, CFO, and President), extensive international operating experience in Asia; designated Audit Committee Financial Expert, supporting financial reporting oversight .
- Education: BA in Chinese; MBA from Brigham Young University .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 14,971 |
| % of Shares Outstanding | <1% (asterisk denotes less than 1%) |
| Outstanding RSUs (DCP credited) | 11,841 |
| Stock Ownership Guidelines | Non-employee directors: 5x annual cash retainer; must hold at least 50% of shares acquired until compliant |
| Hedging/Pledging | Prohibited for officers and directors |
| Section 16(a) Reporting | Company concluded all reports timely filed for FY2024 |
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; dual committee service (Audit, Compensation); 100% attendance; robust anti-hedging/anti-pledging posture; director stock ownership guidelines enhance alignment .
- Alignment: Equity grants and DCP with 15% premium encourage longer horizons and ownership accumulation; ability to elect equity in lieu of cash (and deferral) signals potential alignment, though the premium may be viewed as generous in down markets .
- Potential conflicts/related-party exposure: None disclosed for Hoer; Audit Committee oversees related-party transaction process; no Section 16(a) deficiencies reported .
- Watch items: Beneficial ownership is modest (<1%), typical for small-cap boards but offers limited “skin-in-the-game”; ensure continued focus on risk oversight given industry transformation and committee workloads (8 Compensation meetings in 2024) .
Overall signal: Board effectiveness supported by financial expertise and strong attendance; compensation structure and ownership policies are shareholder-friendly (no hedging/pledging, equity-based director pay). No disclosed conflicts or interlocks involving Hoer; alignment is adequate but not deeply ownership-heavy .