Scott Schlackman
MEDIFASTAbout Scott Schlackman
Independent director of Medifast since 2015; age 67 at the 2025 annual meeting. He chairs the Compensation Committee and serves on the Audit Committee. Schlackman is President of Scott Schlackman Global Consulting, LLC and previously spent ~30 years in senior international roles at Avon; he holds a BS from the Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avon UK & Ireland; Liz Earle (Avon-acquired) | President, Avon UK & Ireland; VP, Liz Earle Products | 2011–2013 | Led UK/Ireland business; product leadership via Liz Earle |
| Avon (Global) | Regional VP, Global Sales Development (WEMEA & APAC) | 2010 | Direct selling, sales development across regions |
| Avon (Europe) | General Manager, Continental Europe | 2008–2009 | Country/region P&L leadership |
| Avon (Canada) | General Manager | 2006–2008 | Country leadership; direct selling model execution |
| Avon (Global) | Multiple senior roles across nine countries | ~30 years | Deep international direct selling experience |
| Image Skincare (private) | Board Member; Vice Chairman | Director 2015–2023; Vice Chair 2018–2023 | Board leadership at global skincare brand |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scott Schlackman Global Consulting, LLC | President | Current | Strategic advisory; direct selling expertise |
| Public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board determined Schlackman is independent; Audit and Compensation Committees comprised solely of independent directors .
- Attendance: All current directors attended 100% of Board and committee meetings in 2024; all nominated directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings — Audit (4), Compensation (8), Nominating/Corporate Governance (4), Executive (4) .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Compensation | Chair | 8 | 100% (all current directors; committee-specific attendance not separately disclosed) |
| Audit | Member | 4 | 100% (all current directors; committee-specific attendance not separately disclosed) |
Additional governance features: majority-independent board, independent director executive sessions, mandatory retirement age 75, annual board and committee self-assessments, NACD memberships, stock ownership guidelines, clawback policy, and prohibitions on hedging/pledging by officers and directors .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Quarterly Cash Retainer (program terms) | $16,250 per quarter; Lead Independent Director receives additional $6,250 per quarter (not applicable to Schlackman) |
| Committee/Chair/Meeting Fees (program terms) | $1,250–$5,000 per committee meeting depending on committee and position; directors could elect shares in lieu of cash |
| Deferred Compensation Plan (program terms) | Directors may defer cash and/or equity; any deferred equity receives a 15% premium and vests per underlying terms |
Notes: For 2024, non-employee directors received no change to compensation values; directors could elect to receive all compensation in RSUs based on 20-day average share price .
Performance Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Stock Awards (Grant Date Fair Value) | $135,614 |
| Annual RSU Grant (program terms) | Option for 5,736 RSUs plus quarterly cash retainer, or to take all compensation in RSUs; 2024 RSUs granted June 2024 vest on June 20, 2025 |
| Outstanding RSUs (12/31/2024) | 11,999 units |
Plan features and protections: double-trigger vesting on CIC (if assumed and terminated within 24 months, or immediate if not assumed), minimum one-year vesting, no option/SAR repricing without shareholder approval, no dividends paid on unvested awards, awards subject to clawback .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed |
| Prior public company directorships | None disclosed in proxy |
| Private company boards | Image Skincare, Director (2015–2023), Vice Chairman (2018–2023) |
| Compensation Committee interlocks | None; no member of the Compensation Committee has served as an officer of Medifast, and no reciprocal interlocks disclosed |
Expertise & Qualifications
- Extensive executive leadership and direct selling expertise (global sales development, multi-country P&L roles), directly relevant to Medifast’s coach-led, direct-to-consumer model .
- Committee leadership: Compensation Committee Chair; Audit Committee member (Board designated Brown and Hoer as Audit Committee Financial Experts) .
- Education: BS, Wharton School, University of Pennsylvania .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 14,381 shares (<1% of outstanding) |
| Outstanding RSUs (12/31/2024) | 11,999 units |
| Hedging/Pledging | Prohibited for officers and directors |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer; directors must hold at least 50% of shares acquired until compliant |
| Section 16(a) Filings (2024) | All required reports timely filed by directors and officers |
Governance Assessment
-
Positives supporting investor confidence
- Independent, experienced director with deep direct-selling expertise; chairs Comp Committee and serves on Audit; Board affirmed independence .
- Strong attendance and engagement; 100% attendance across Board/committees in 2024; structured self-assessments and director education (NACD) .
- Pay-for-performance oversight: 2024 annual incentive used balanced operational and financial metrics; payout at 49% of target; 2022–2024 PSUs paid 0% given under-threshold results—evidence of rigor .
- Use of independent compensation consultant (Meridian) with no conflicts reported .
- Shareholder-friendly policies: anti-hedging/pledging, clawback-compliant with NYSE/Dodd-Frank, no 280G gross-ups, double-trigger on CIC, no option repricing, minimum vesting .
- Say-on-Pay support ~96% at 2024 annual meeting (advisory) and ongoing shareholder outreach (>50% of shares contacted in 2024) .
-
Watch items for investors
- Share pool increase request (+550,000) would lift overhang to ~13.0% (from ~9.1% at 12/31/2024); 2024 burn rate 2.9% (3-year avg 1.56%)—dilution should be monitored .
- Audit Committee Financial Expert designation sits with Brown and Hoer (not Schlackman); ensure committee skill mix remains robust as business evolves .
Related-party and conflicts: The proxy details a formal process for identifying and reviewing related-party transactions under Audit Committee oversight; no interlocks and no delinquent Section 16 filings disclosed for 2024 .