Ming Xian
MEDIFASTAbout Ming Xian
Independent director of Medifast (MED) since 2018; age 61 at the 2025 annual meeting. Mr. Xian is retired; prior roles include Senior Internal Trainer at Sinochem Corporation (2019–2023), Chairman of Sinochem International (Overseas) Pte. Ltd. (2008–2010), Chief Strategy Officer of DSM Sinochem Pharmaceuticals (2011–2017), and Chairman/CEO of GMG Global (Chairman 2008–2010; CEO 2010–2011). Education: BS (Dalian Jiaotong University, China), BEc (University of International Business and Economy, China), MEc (Norwegian Management School). He contributes strategic management, business development, public relations and marketing expertise, and experience operating across Asia as a Chinese foreign national.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sinochem Corporation | Senior Internal Trainer | 2019–2023 | Executive development/training (experience operating within PRC SOE context) |
| Sinochem International (Overseas) Pte. Ltd. (Singapore) | Chairman | Aug 2008–Aug 2010 | International oversight |
| DSM Sinochem Pharmaceuticals | Chief Strategy Officer | Sep 2011–Jan 2017 | Corporate strategy in pharma JV context |
| GMG Global | Chairman | Aug 2008–Aug 2010 | Board leadership |
| GMG Global | Chief Executive Officer | Aug 2010–Aug 2011 | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy does not list current public company directorships for Mr. Xian (proxy lists such roles where applicable). |
Board Governance
- Independence and tenure: Independent director since 2018; Board determined all directors other than the CEO are independent under NYSE rules.
- Committee assignments: Member, Nominating/Corporate Governance Committee (NCG); NCG members (Thomas—Chair, Geary, Xian) are all independent.
- Attendance and engagement: In 2024, the Board met 4x; NCG met 4x; all current directors attended all Board and committee meetings and the 2024 annual meeting.
- Board processes and guardrails: Majority independent board; independent executive sessions; annual Board/committee self-assessments; mandatory retirement age 75; hedging and pledging prohibited for officers and directors; majority vote standard for director elections.
- Election status: Nominated for re-election to a term expiring at the 2026 annual meeting; Board size seven.
Fixed Compensation (Director)
| Item | 2024 Amount/Terms | Evidence |
|---|---|---|
| Cash retainer paid | $0 (Mr. Xian elected to defer 100% of compensation; his awards are cash-settled deferred share units) | |
| Committee meeting fees paid in cash | $0 (directors could earn $1,250–$5,000 per committee meeting depending on committee/role; Mr. Xian elected to defer 100%) | |
| Structure (board-wide) | Quarterly cash retainer for others: $16,250; Lead Director +$6,250/quarter; committee meeting fees $1,250–$5,000 per meeting |
Performance Compensation (Equity and Terms)
| Grant/Term | Details | Evidence |
|---|---|---|
| Equity type | Cash-settled restricted stock units (RSUs)/deferred share units (due to PRC residency) | |
| 2024 annual grant | 10,149 cash-settled RSUs; grant-date fair value $20.56 per unit; grant at June 2024 Board meeting | |
| Vesting | 2024 director RSUs vest on June 20, 2025 | |
| Director deferral program | Non-employee director Deferred Compensation Plan allows 0% or 100% deferral of cash/equity; deferred equity receives a 15% premium and aligns vesting with underlying awards; in 2024, all NEDs deferred 100% of equity; Mr. Xian and Mr. Brown deferred 100% of their compensation | |
| Change-in-control design | Amended and Restated 2012 Share Incentive Plan includes a double-trigger CoC feature and prohibits repricing |
No performance metrics (e.g., revenue/TSR/EBITDA targets) are disclosed for director compensation; awards are time-vested RSUs/DSUs.
Director Compensation (2024 Reported)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ming Xian | — | 208,663 | 208,663 |
Other Directorships & Interlocks
- The proxy section that lists current and past-five-year public company directorships does not list any for Mr. Xian; no interlocks with MED’s principal customers/suppliers are disclosed in his biography.
Expertise & Qualifications
- Strategic management, business development, PR/marketing; understanding of PRC government/regulatory complexity from extensive Asia experience (including Singapore).
- Committee focus on governance: NCG responsibilities include director nominations, committee composition, governance principles, and annual self-assessment oversight.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (record date 4/21/2025) | — shares; less than 1% | Reported as zero beneficially owned shares in proxy; cash-settled RSUs do not count as share ownership. |
| Outstanding RSUs (12/31/2024) | 14,962 units | Cash-settled RSUs outstanding; no stock options. |
| Stock ownership guideline | 5x annual cash retainer for non-employee directors | Applies to directors; RSUs count toward compliance per policy; individual compliance status not disclosed. |
| Hedging/pledging | Prohibited for officers and directors | Governance policy. |
Insider Trades and Awards (Form 4)
Note: Per proxy, Mr. Xian’s director awards are cash-settled RSUs/DSUs because he resides in China; these provide economic exposure to MED’s share price but not share ownership or voting rights.
Governance Assessment
-
Strengths
- Independent director with global operating experience; active member of the NCG Committee; Board confirms independence under NYSE standards.
- Strong engagement: 100% attendance at Board and committee meetings in 2024; attends annual meetings.
- Alignment policies: 5x retainer ownership guideline for directors; hedging and pledging prohibited; equity plan features double-trigger CoC and bans repricing.
- Director compensation primarily in equity-linked units (cash-settled RSUs/DSUs), creating economic alignment with shareholders.
-
Watch items
- Reported beneficial ownership is zero shares as of the record date, reflecting cash-settled RSUs that do not confer share ownership or voting rights; alignment is economic rather than voting.
- No other current public company directorships disclosed (limits potential external market signal, but also reduces interlock risk).
-
Conflicts/Related-party exposure
- Board annually reviews independence and related-party considerations; the proxy outlines processes but does not disclose any specific related-party transactions involving Mr. Xian.
-
Compensation structure
- 2024 compensation reported entirely as stock awards ($208,663) with no cash paid (consistent with his deferral election), supportive of alignment; director RSUs time-vest over ~1 year; no performance metrics disclosed for directors.
-
Committee effectiveness
- NCG scope covers director/committee composition, governance principles, and self-assessments—areas aligned with his background.