John A. Seifrick

About John A. Seifrick

Independent Class III director at Mannatech (MTEX), appointed April 15, 2022; current term expires in 2026. Age 64 as of the 2024 proxy. CPA-trained operator and entrepreneur with over 40 years across audit, finance, operations, banking, and consumer products. Education: B.S. Business Administration, summa cum laude, with Distinction in Accounting (Ohio State, 1982) and MBA focused on entrepreneurial management and real estate (Harvard Business School, 1986) .

Past Roles

External Roles

Board Governance

• Independence: Board determined Seifrick is independent under Nasdaq/SEC rules .
• Board class/term: Class III; term expires 2026 .
• Committee leadership and memberships (current): Chair, Compensation & Stock Option Plan Committee; Member, Audit; Member, Nominating/Governance & Compliance; Member, Science & Marketing .
• Attendance: In 2023, all directors attended all regular and special Board meetings; all committee members attended their meetings during their service . In 2022 (post‑appointment Apr 15), he attended all Board and committee meetings during his service .
• Audit Committee: Current members are Jobe (Chair, financial expert), Rameson, and Seifrick .
• Board/committee activity levels in 2023: Audit (4 regular, 6 special); Compensation (4 regular, 3 special); Nominating/Governance & Compliance (4 regular); Science & Marketing (4 regular) .
• Role transitions: Effective June 1, 2023, Seifrick became Chair of Compensation; previously chaired Science & Marketing .

Fixed Compensation

Director fee structure (2023 policy):

Director compensation received by Seifrick:

Notes:

• As part of the director equity component in 2023, most directors received $40,000 fully vested stock grants on Jan 3, 2023; Seifrick received a smaller stock grant (1,338 shares; see footnote) reflecting his circumstances .
• Re‑elected non‑employee directors receive 5,000 stock options vesting 1/3 on grant, 1/3 on first anniversary, 1/3 on second anniversary; 10‑year term; strike equals grant‑date close .

Performance Compensation

Recent equity awards and terms (director equity): | Grant/Transaction Date | Type | Quantity | Price/Strike | Vesting Terms | Source | |---|---:|---:|---|---| | 2025-01-02 | Common stock award | 2,686 | $14.89 | Not specified in proxy; Form 4 award | https://www.sec.gov/Archives/edgar/data/1056358/000105635825000002/0001056358-25-000002-index.htm | | 2024-01-02 | Common stock award | 4,932 | $8.11 | Not specified in proxy; Form 4 award | https://www.sec.gov/Archives/edgar/data/1056358/000105635824000009/0001056358-24-000009-index.htm | | 2023-06-07 | Stock options | 5,000 | $12.58 | 1/3 grant date; 1/3 at 1 year; 1/3 at 2 years; 10‑yr term | | | 2023-01-03 | Common stock award | 1,338 | $17.43 | Fully vested upon grant (per program) | | | 2022-05-10 | Right to purchase common stock (options) | 1,807 | $0 (Form 4 presentation) | Not detailed in proxy; see Form 4 | https://www.sec.gov/Archives/edgar/data/1056358/000105635822000043/0001056358-22-000043-index.htm |

Options outstanding at 12/31/2023 (aggregate): 6,807 for Seifrick .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Seifrick .
• Prior boards: Vice Chairman, Pioneer Bank SSB (co‑founder); Chairman, Professional Bank N.A. (lead organizing founder) .
• Compensation Committee interlocks: None; no officer/employee service; no cross‑company interlocks disclosed .

Expertise & Qualifications

• Financial/audit literacy; CPA background; senior operations leadership .
• Industry/entrepreneurial credentials via CAST Wines and banking board leadership (ALCO, loan, compensation committee experience) .
• Education: Ohio State University B.S. (1982); Harvard MBA (1986) .

Equity Ownership

Beneficial ownership (Rule 13d‑3 definition; as of stated dates):

Director stock ownership guidelines:

• Encouraged (not required) to own shares equal to 3× the annual Board retainer; no formal mandatory policy and no individual compliance status disclosed .

Recent insider filings (Form 3/4) for transparency:

Governance Assessment

• Strengths for investor confidence

  • Independent director with deep finance/audit experience; serves on Audit and chairs Compensation—key for oversight of reporting and pay practices .
  • Strong attendance; Board and committees reported full attendance during 2023; Seifrick attended all meetings during his service periods in 2022–2023 .
  • Transparent director pay program with defined cash/equity mix; 2023 director comp disclosed in detail; equity awards and option vesting schedules specified .

• Potential risk areas and red flags to monitor

  • Related‑party environment at the company level (not tied to Seifrick personally): significant associate commission payments to director Kevin Robbins and family; charitable board overlap (M5M Foundation) with current executives and director family members. Compensation oversight must be vigilant given CEO Landen Fredrick is son of Chairman J. Stanley Fredrick .
  • Concentration of influence: Chairman is largest shareholder; monitor compensation decisions and succession oversight for potential perceived entrenchment risks; the committee discloses independence and lack of interlocks, which mitigates some concern .

• Signals from shareholder votes

  • 2024 Say‑on‑Pay passed with strong support (For: 840,162; Against: 26,601; Abstain: 1,721; Broker non‑votes: 301,153), indicating broad approval of compensation practices overseen by the Compensation Committee chaired by Seifrick .

• Related‑party/pledging/hedging

  • The 2024 proxy discloses related‑party transactions involving other insiders but does not report any transactions involving Seifrick; no pledging or hedging by Seifrick is disclosed in the Security Ownership or related‑party sections reviewed .

Appendix: Committee Matrix (current as of April 23, 2024)

Director Compensation Program Notes (context)

All citations: and SEC filing URLs embedded above.