J. Stanley Fredrick
About J. Stanley Fredrick
Chairman of the Board at Mannatech (MTEX); age 85; Class II director since September 2001; served as Lead Director (Nov 2003–Jan 2009) and Chairman since January 2009. He holds a B.A. in English from Central State University (Edmond, OK) and is Mannatech’s largest shareholder, bringing 40+ years of direct selling leadership and board experience in financial services and consumer businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mannatech, Inc. | Chairman of the Board; Lead Director (prior) | Chairman since Jan 2009; Lead Director Nov 2003–Jan 2009 | Board leadership; oversight, governance |
| Professional Bank (Dallas) | Founding board member | 2003–2009 (until sale) | Banking governance |
| Irving National Bank Shares | Co‑founder; consultant | Consultant 1994–2000 (until sale) | Finance/business operations |
| Cameo Couture (Colesce Couture) | Co‑founder | Not disclosed | Direct selling operations |
| Colony House, Inc. | Co‑founder | Not disclosed | Private label cookware via direct selling |
| Direct Selling Association (DSA) | Chairman (two terms); Board member | Chair 1987–1988; decades of service | DSA Hall of Fame; industry leadership |
| Direct Selling Education Foundation (DSEF) | Chairman (two terms) | 1988 | Circle of Honor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wine Shop at Home | Majority owner; Board member | Current | Party‑plan direct selling company (Napa, CA) |
| Blue Ostrich | Founder | Current | Noted Texas winery |
Board Governance
- Board class/tenure: Class II; current term expires 2025; re‑elected June 3, 2025 .
- Independence: The Board designated independent directors as Jobe, Rameson, and Seifrick; Fredrick is not listed among independent directors .
- Committee assignments: Chairman of the Board; not a member of Audit, Compensation & Stock Option Plan, Nominating/Governance & Compliance, or Science & Marketing committees as of April 23, 2024 .
- Attendance: Board held 4 regular and 2 special meetings in 2023; all directors attended all their Board meetings; committees collectively met regularly, and all committee members attended their meetings during service .
- Committee cadence (2023): Audit (4 regular, 6 special); Compensation (4 regular, 3 special); Nominating/Gov & Compliance (4 regular); Science & Marketing (4 regular); Associate Compliance Subcommittee (1 regular; dissolved June 1, 2023) .
Fixed Compensation
| Year | Cash Fees (incl. Chairman fee, committee/meeting fees) | Equity Grants (Shares; FV) | Option Awards (FV) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2023 | $300,000 | 2,294 shares; $39,984 (granted Jan 3, 2023 at $17.43/sh) | $0 | $4,519 (travel reimbursement); note: he reimburses $6,921.72 for health insurance | $344,503 |
| 2020 | $300,000 | 2,229 shares; $34,995 (granted Jan 4, 2020 at $15.70/sh) | $0 | $0 | $334,995 |
- Director fee schedule (2023): Chairman $300,000; independent director retainer $80,000; special meeting fee $500; chair fees: Audit $20,000; Compensation $18,000; Nominating/Gov & Compliance $18,000; Science & Marketing $10,000; options: 5,000 upon re‑election, 10‑year term, 1/3 immediate, 1/3 at 1 year, 1/3 at 2 years .
Performance Compensation
| Component | Grant Date | Units/Terms | Vesting | Fair Value/Exercise |
|---|---|---|---|---|
| Annual stock grant | Jan 3, 2023 | 2,294 unrestricted, fully vested shares | Fully vested on grant | $39,984 at $17.43/sh |
| Re‑election option policy | Upon re‑election | 5,000 stock options | 1/3 grant date; 1/3 year 1; 1/3 year 2; 10‑year expiration | Exercise at grant‑date close |
| Form 4 option award (re‑election) | Jun 4, 2025 | 5,000 rights to purchase common stock | As per director option policy | Price reference $10.36; post‑txn ownership 20,000 options |
Notably, director compensation is not tied to operating performance metrics; equity grants are time‑based or fully vested, and no performance conditions are disclosed for director awards .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| M5M Foundation | Related‑party exposure | Company donations: $0.5m (2023), $0.6m (2022), $0.1m (Q1’24); Landen Fredrick (son; CEO/Interim CFO) chairs M5M board; other company affiliates/family serve on M5M board . |
| Landen Fredrick (son) | Executive family tie | Employment compensation paid: ~$330,000 (2023), ~$477,000 (2022), ~$74,000 (Q1’24); participates in standard employee benefits; appointed CEO 4/1/2024; interim CFO from 1/22/2024 . |
Expertise & Qualifications
- 50+ years in direct selling; DSA Hall of Fame; DSEF Circle of Honor; DSN Bravo Lifetime Achievement (2019); named “Legend in Direct Selling” (2021) .
- Co‑founder/operator across direct selling consumer products; banking board and consultancy experience .
Equity Ownership
| Holder | Direct Shares | Indirect/LP Shares | Options Exercisable (≤60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| J. Stanley Fredrick | 229,289 | 125,000 via JSF Resources LP (owned by FSJ Secure Trust; JSF sole beneficiary) | 13,333 | 367,622 | 19.4% |
- Directors’ stock ownership guidelines: Encouraged to own 3x annual board retainer; no formal requirement .
- Options outstanding at 12/31/2023: 23,000 (aggregate shown for JSF) .
Insider Trades (recent)
| Filing Date | Transaction Date | Type | Securities | Price/Terms | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑06‑05 | 2025‑06‑04 | Award (A) – Director option grant | 5,000 “Right to Purchase Common Stock” | $10.36 reference; 10‑yr option; standard vest schedule | 20,000 options |
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| 2025 Say‑on‑Pay | 1,039,986 | 8,620 | 7,043 | 422,693 | Passed; strong support |
Governance Assessment
- Strengths: Deep industry expertise; long‑tenured board leader; high personal ownership aligns with shareholder interests; strong Board and committee meeting attendance in 2023; transparent committee charters and Audit Committee “financial expert” designation .
- Independence concerns: Not listed as independent; significant family ties with CEO/interim CFO and related‑party exposure via M5M Foundation and disclosed compensation to his son; these require robust Audit Committee oversight and conflict management .
- Compensation structure: Heavy cash mix (2023: ~$300k cash vs ~$40k equity; ~88% cash), equity grants fully vested or time‑vested options upon re‑election—no disclosed performance conditions for director awards .
- Shareholder sentiment: 2025 Say‑on‑Pay passed comfortably, indicating acceptance of overall pay practices; continued monitoring warranted given related‑party dynamics .
RED FLAGS
- Related‑party transactions: Material donations to M5M Foundation with family and company affiliates on its board; compensation to son who is CEO/interim CFO—ongoing conflict risk; Audit Committee reviews but no formal related‑party transaction policy disclosed .
- Independence: Chairman not designated independent; concentration of ownership and familial ties may influence governance balance; offset relies on independent committees chaired by independent directors .
- Ownership guidelines: Directors encouraged but not required to hold minimum stock; reduced formal alignment requirement vs best practice .