Nicholas Johnson
MEDIFASTAbout Nicholas Johnson
Nicholas M. Johnson, age 45, is Medifast’s Chief Field Operations Officer, responsible for Technology, Strategy & Business Development, Field Sales, Field Marketing, and Field Operations; he joined Medifast in 2018 and has served as CFOO since 2022 . Medifast’s pay-versus-performance table shows cumulative TSR of $19 in 2024 (vs $156 for the S&P 600 Consumer Staples) and identifies Revenue as the company-selected performance measure; 2024 was framed as an investment year with transformation initiatives in the GLP-1 environment . Medifast’s 2024 LTM revenue was $602M, highlighting the reset from prior years in the peer set context . The company’s most important performance measures linking pay to outcomes in the most recent year were Revenue, Operating Income, and Coach Productivity .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Medifast (OPTAVIA) | Market President, OPTAVIA USA | 2018–Feb 2020 | Led U.S. market; groundwork for field sales/coach-driven model |
| Medifast | President, Coach and Client Experience | Feb 2020–2022 | Drove coach and client experience during growth and model transition |
| Medifast | Chief Field Operations Officer | 2022–Present | Leads Technology, Strategy & BD, Field Sales/Marketing/Operations |
| Nu Skin Enterprises | VP Sales & Marketing (EMEA/Middle East); GM Latin America; Director of Sales, USA | Pre-2018 | Oversaw sales/marketing across 27 countries; multi-region P&L/field leadership experience |
External Roles
- No public company board roles or external directorships disclosed for Mr. Johnson in the 2025 DEF 14A executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 429,728 | 440,352 | 440,352 |
| Target Bonus (% of salary) | ND | 70% (unchanged vs 2024) | 70% |
| Actual Annual Bonus ($) | 252,762 | 354,483 | 151,041 |
Notes:
- 2024 base salaries for all NEOs were held flat vs 2023 due to austerity measures and company financial condition .
- 2024 annual incentive payouts were calibrated to a reduced 25–100% of target range; Mr. Johnson’s actual payout reflects 49% of target for the plan overall .
Performance Compensation
2024 Annual Incentive Plan – Metrics, Targets, Outcomes
| Metric | Weight | Threshold | Target/Max | Actual | Payout treatment |
|---|---|---|---|---|---|
| Q3 Coach Productivity – New Customers per AEC | 20% | 0.95 | 1.42 | 1.05 | Rolled into overall AIP payout |
| Q4 Coach Productivity – New Customers per AEC | 20% | 0.74 | 1.26 | 0.85 | Rolled into overall AIP payout |
| Transformation Initiatives | 35% | Company-led acquisition channel implemented; initial “dual offer” in market | Same as threshold (completion) | 23% achievement | Rolled into overall AIP payout |
| Operating Income Before Investments & One-Time Items ($M) | 25% | 2.70 | 17.60 | 49.8 (adjusted, non-GAAP) | Rolled into overall AIP payout |
- 2024 annual incentive payout equaled 49% of target for all NEOs, including Mr. Johnson .
Long-Term Incentives – 2024 Grants (Award Mix and Terms)
| Award type | Grant date | Units (#) | Grant date fair value ($) | Vesting schedule | Performance linkage |
|---|---|---|---|---|---|
| PSUs (target) | 3/13/2024 | 7,284 | 260,403 | Vests based on performance; 2024 award PSUs scheduled to vest 12/31/2026 (per outstanding awards table) | Company highlights Revenue, Operating Income, Coach Productivity as key measures for linking pay and performance |
| RSUs (time-based) | 3/13/2024 | 7,284 | 260,403 | 1/3 on each of 1st–3rd anniversaries of grant (Mar 13, 2025/2026/2027) | Time-based retention |
Historical PSU vesting outcome:
- The 2022–2024 PSU cycle did not vest (0% payout) as both three-year cumulative revenue and operating income were below threshold levels .
Equity Ownership & Alignment
Beneficial Ownership and Composition (as of record date; shares outstanding 10,991,021)
| Holder | Shares beneficially owned (#) | % of outstanding | Notes |
|---|---|---|---|
| Nicholas M. Johnson | 33,679 | <1% | Includes 22,640 options exercisable within 60 days of 4/21/2025 |
Policy alignment and restrictions:
- Anti-hedging: prohibits hedging, short sales, derivatives, monetization transactions .
- Anti-pledging: executives and directors are prohibited from pledging company stock or holding in margin accounts .
- Ownership guidelines: Direct reports to CEO must hold stock equal to 3x annual salary; until compliant, must retain at least 50% of net shares acquired from equity awards .
Outstanding Equity and Vesting Schedule Detail (12/31/2024)
| Instrument | Quantity | Market value at $17.62 | Vesting schedule/details |
|---|---|---|---|
| Stock options (exercisable) | 22,640 | NA | Strike $66.68; all exercisable; no additional tranches listed |
| RSUs (unvested) | 357 | $6,290 | Vest 3/16/2025 |
| RSUs (unvested) | 2,615 | $46,076 | 1,307 on 3/17/2025; 1,308 on 3/17/2026 |
| RSUs (unvested) | 7,284 | $128,344 | 2,428 each on 3/13/2025, 3/13/2026, 3/13/2027 |
| PSUs (target, unearned) | 3,922 | $69,106 | Scheduled 12/31/2025 (subject to performance) |
| PSUs (target, unearned) | 7,284 | $128,344 | Scheduled 12/31/2026 (subject to performance) |
Insider selling pressure lens:
- Multiple vesting events in Mar-2025/2026/2027 and performance-period ends on 12/31/2025 and 12/31/2026 could create windows for liquidity; however, 50% net-share holding requirement until guideline compliance reduces immediate sellable float from vesting .
Employment Terms
Severance and Change-in-Control Economics (as if triggered 12/31/2024)
| Scenario | Severance ($) | Annual cash bonus (target) ($) | RSUs accelerated ($) | PSUs accelerated ($) |
|---|---|---|---|---|
| Termination without Cause or for Good Reason | 748,598 | 151,041 | 54,082 | 69,206 |
| Termination without Cause/Good Reason following Change in Control | 1,122,898 | 308,246 | 180,711 | 88,852 |
Key terms and governance protections:
- Equity is double-trigger on change in control (awards do not accelerate unless not assumed; if assumed, acceleration requires qualifying termination within 24 months) .
- 280G gross-up: Not provided; officers are not eligible for excise tax gross-ups .
- Clawback: Dodd-Frank/NYSE-compliant recoupment covering three prior fiscal years after restatement; broader recoupment for certain misconduct; plan awards expressly subject to clawback .
- Anti-hedging and anti-pledging policies in effect .
Compensation Structure Analysis
- Cash vs equity mix: 2024 design emphasized at-risk pay; other NEO awards were 50% PSUs / 50% RSUs to balance performance alignment with retention amid business transformation .
- Target pay positioning: Program targets around market median with flexibility; base salaries frozen in 2024 (second year without increase) given company conditions; incremental LTI used in lieu of base salary increase (4% of salary) to retain and align leaders .
- Performance rigor: 2022–2024 PSUs paid at 0% due to under-threshold multi-year revenue and operating income, demonstrating downside risk in long-term pay .
- Annual bonus calibration: 2024 overall payout at 49% of target, reflecting partial attainment on coach productivity and transformation initiatives and strong adjusted operating income .
Compensation Peer Group and Say-on-Pay
- 2024 peer group included 16 companies across consumer/CPG, direct selling, retail; Medifast LTM revenue of $602M and market cap of $188M placed the company at the low end of the group by year-end 2024 .
- Say-on-Pay support: Approximately 96% approval at the 2024 annual meeting for the prior year’s program decisions, interpreted as endorsement of program design and direction .
Compensation Committee and Governance
- Compensation Committee members: Scott Schlackman (Chair), Michael A. Hoer, Andrea B. Thomas; no interlocks; independent composition; committee report affirming CD&A .
- Equity plan governance features include no evergreen, minimum vesting, no repricing/cash buyouts without stockholder approval, double-trigger CIC treatment, and clawback coverage .
Investment Implications
- Alignment: Johnson’s pay mix is meaningfully performance-based; 0% payout on the 2022–2024 PSUs and a 49% AIP payout in 2024 indicate downside sensitivity and alignment with results during a difficult period for customer acquisition and GLP-1 disruption .
- Retention/overhang: Upcoming RSU tranches (Mar-2025/2026/2027) and PSU performance period ends (Dec-2025/2026) create predictable vesting catalysts; anti-pledge and 50% holding requirement moderate near-term selling pressure, but vesting windows remain relevant for liquidity timing .
- Risk controls: Double-trigger CIC, robust clawback, no option repricing, and no 280G gross-ups reduce governance risk; severance levels and target bonus continuation on qualifying termination provide retention ballast without outsized shareholder cost .
- Execution backdrop: Company-identified performance levers tie incentives to Revenue, Operating Income, and Coach Productivity; 2024 transformation actions (LifeMD collaboration, company-led acquisition channel, cost savings) frame the operating scorecard against which Johnson’s field and growth responsibilities will be judged in 2025–2026 .