Kevin Robbins
About Kevin Robbins
Kevin Robbins (age 56) is a Class I director of Mannatech, appointed in December 2016; he chairs the Science and Marketing Committee and is categorized as a non-employee, non-independent director. He has over 20 years in Mannatech’s associate network, beginning part-time in 1994 and full-time from 1996, and holds a BBA in Marketing from the University of Texas at Arlington . His current term was up for election at the June 11, 2024 annual meeting, where he was nominated alongside Larry Jobe .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mannatech (Associate network) | Independent distributor (“Associate”) | Part-time from 1994; full-time from 1996 | Recognized with Ray Robbins Giving Spirit Award (2003); Top Global Business Builder (2012) . |
| Mannatech North American Advisory Council | Member; Chairman | Initial 5-year term; later re-elected for a 3-year term | Worked with Company on new compensation plans, incentive trips, and training programs for North America . |
| Coldwell Banker | Realtor | Not disclosed | Rookie of the Year; Top Listing Agent at branch . |
| Cutco | Sales Representative; Area Sales Manager | Not disclosed | Early exposure to direct sales industry . |
External Roles
No other public company directorships are disclosed in the proxy biography .
Board Governance
- Classification and term: Class I director; term expired in 2024; nominated for re-election at 2024 meeting .
- Committee assignments: Chairman, Science and Marketing Committee. Not on Audit, Compensation, or Nominating/Governance and Compliance Committees .
- Independence: The Board identifies independent directors as Jobe, Rameson, and Seifrick; Robbins is not listed as independent and is categorized as a non-employee director (not independent) .
- Attendance: The Board held 4 regular and 2 special meetings in 2023; all directors attended all meetings. All committee members attended all regular and special committee meetings during their service .
- Board composition context: Nasdaq Board Diversity Matrix shows all-male, all-white board of five; disclosure notes the company does not meet Nasdaq’s diversity objective and chose to forego adding diverse members after reducing board size in 2023 .
Fixed Compensation
Policy and 2023 actuals for directors (cash elements):
| Component | Policy Amount | 2023 Actual for Kevin Robbins |
|---|---|---|
| Director annual retainer (cash) | $80,000 per year (paid monthly) | $80,167 fees earned or paid in cash . |
| Committee chair fee (Science & Marketing) | Increased to $10,000 effective June 1, 2023 (previously $7,500) | Included within fees earned; specific breakdown not disclosed . |
| Special meeting fees | $500 per special Board/committee meeting | Included within fees earned; specific count not disclosed . |
Performance Compensation
Equity and option elements for directors:
| Award Type | Grant Details | Vesting | 2023 Amount for Kevin Robbins |
|---|---|---|---|
| Annual equity grant | $40,000 director stock grant; fully vested upon grant; example for 2023: 2,294 shares at $17.43 close on Jan 3, 2023 (amounts rounded) | Fully vested at grant | $39,984 stock awards (grant-date fair value) . |
| Re-election option grant | 5,000 options upon re-election; 10-year term; exercise price = closing price at grant; vesting: 1/3 on grant, 1/3 at 1-year, 1/3 at 2-year | As described | None in 2023 (not re-elected that year) . |
| Options outstanding | Aggregate options outstanding at year-end | N/A | 10,000 options outstanding at Dec 31, 2023 . |
Performance metrics tied to director compensation (e.g., TSR, revenue growth) are not applicable or disclosed for directors; director equity awards are time-based and fully vested upon grant for annual stock grants, with standard vesting for re-election option grants .
Other Directorships & Interlocks
No other public company boards or disclosed interlocks for Robbins in the proxy biography .
Expertise & Qualifications
- 20+ years of experience in direct selling and Mannatech’s associate field leadership; chaired North American Advisory Council and led compensation/training initiatives .
- BBA in Marketing, University of Texas at Arlington .
- Recognitions include Ray Robbins Giving Spirit Award (2003) and Top Global Business Builder of the Year (2012) .
- As Science & Marketing Committee Chair, oversees product development/R&D and marketing strategy, including Global Scientific Advisory Board oversight .
Equity Ownership
Beneficial ownership as of April 19, 2024:
| Holder | Shares Owned (Outstanding) | Options (Exercisable within 60 days) | Total (Shares + Options) | % of Shares Outstanding |
|---|---|---|---|---|
| Kevin A. Robbins | 18,757 | 10,000 | 28,757 | 1.5% |
Additional notes:
- Director options outstanding at year-end: 10,000 for Robbins .
- No disclosure of pledged shares; no formal director stock ownership requirement, though guidelines encourage ownership equal to 3x annual retainer .
Governance Assessment
- Independence and conflicts: Robbins is not classified as independent; he and his family receive commissions under the associate compensation plan. Robbins earned ~$0.2 million in commissions in 2023; his father, co-founder and major associate Ray Robbins, earned ~$1.8 million in 2023 and ~$1.5 million in 2022. A brother’s software firm performed <$0.1 million of services in 2022; no services in 2023. These related-party arrangements are reviewed by the Audit Committee but represent potential conflicts and alignment concerns for investors .
- RED FLAG: Director derives material income from the company’s associate network; significant family earnings tied to company compensation plan .
- Compensation mix and alignment: Robbins’ 2023 total director compensation was $274,517, composed of $80,167 cash fees and $39,984 stock awards, plus $154,366 associate commissions. Annual director equity grants are fully vested at grant, which reduces retention incentive relative to multi-year vesting structures; option grants occur upon re-election with staged vesting .
- Signal: Heavy commission component tied to field sales could influence perspectives on marketing/product strategy; equity component is modest vs cash and commission .
- Committee leadership and engagement: As Science & Marketing Committee Chair, Robbins influences product/marketing roadmaps; committee chair fees were increased to $10,000 effective June 1, 2023, indicating heightened responsibility and time demands. Attendance in 2023 was 100% across Board and committees .
- Positive: Full attendance and active chair role; scope includes oversight of Global Scientific Advisory Board .
- Board composition context: The Board (5 members) did not meet Nasdaq’s diversity objective as of April 19, 2024 and chose to forego adding diverse members when reducing seat count after a 2023 retirement; this can be perceived negatively by governance-focused investors .
- RED FLAG: Stated non-compliance with Nasdaq’s diversity objective .
- Related-party governance controls: Audit Committee reviews related-party transactions and considers arm’s-length terms, impairment of judgment, and other factors; nonetheless, multiple family relationships among directors/executives (e.g., Fredrick family) and associates warrant continued monitoring of independence and fairness .
- Risk indicator: Concentration of family ties and economic linkages across Board/management .
Overall investor implication: Robbins brings deep distributor/field expertise and engagement that supports product/marketing oversight, but his non-independent status and family commission flows introduce real or perceived conflicts. Investors should watch for how the Board mitigates conflicts (e.g., recusal practices, robust Audit/Nominating oversight) and whether compensation structures evolve to enhance alignment via multi-year, performance-based equity for directors rather than fully vested grants at issuance .