Tyler Rameson
About Tyler Rameson
Independent Class II director of Mannatech (MTEX) since June 6, 2018; age 50 as of the 2024 proxy. Chairs the Nominating/Governance and Compliance Committee and serves on the Audit, Compensation and Stock Option Plan, and Science & Marketing Committees. Background includes managing member of Jade Capital LLC; previously managing member at Gray Whale Capital (2008–2014) and roles at Jane Street Capital (2002–2007). Education: MBA (Financial Engineering) and M.Eng. in Logistics from MIT; BA in Business Economics from UC Santa Barbara. The Board classifies him as “independent.” He is the second-largest shareholder (15.5%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jade Capital LLC | Managing Member | Not disclosed | Private investment firm; current role. |
| Gray Whale Capital LLC | Managing Member | 2008–2014 | Oversaw development of proprietary trading strategies and systems. |
| Jane Street Capital LLC | Proprietary Trading | 2002–2007 | Executed proprietary trading strategies; member of American Stock Exchange. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the proxy. |
Board Governance
- Board class: Class II; term expires in 2025; service since June 6, 2018.
- Independence: Board determined Rameson is independent under Nasdaq and SEC rules.
- Committee assignments: Chair, Nominating/Governance & Compliance; Member, Audit; Member, Compensation & Stock Option Plan; Member, Science & Marketing.
- Attendance and engagement: In 2023, the Board held 4 regular and 2 special meetings; all directors attended all Board and committee meetings during their service.
- Committee activity levels (2023): Audit (4 regular, 6 special), Compensation (4 regular, 3 special), Nominating/Governance & Compliance (4 regular), Science & Marketing (4 regular); Associate Compliance Subcommittee dissolved June 1, 2023.
- Board leadership: Chairman is J. Stanley Fredrick (not designated as independent); CEO and Chairman roles are separated.
- Shareholder proxy designation: Rameson named as a company proxy for shareholders in 2024 proxy voting materials.
Fixed Compensation
| Component (2023) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $93,000 | Includes director retainer and committee/chair/special meeting fees. |
| Committee Chair/Membership Fees | See footnote | Nominating/Governance chair fee increased to $18,000 effective June 1, 2023; Science & Marketing chair fee increased to $10,000. |
| Director Annual Retainer | $80,000 | Paid monthly over the year. |
| Special Meeting Fees (per meeting) | $500 | Applies to Board and committee special meetings. |
| All Other Compensation | $1,858 | Travel reimbursement. |
| Total (2023) | $134,842 | Sum of above items. |
Performance Compensation
| Equity Award | Grant Details | Value/Terms | Vesting |
|---|---|---|---|
| Stock Award (Common Shares) | 2,294 shares on Jan 3, 2023 | $39,984 grant date fair value; price $17.43; fully vested upon grant. | |
| Director Option Grant (Re-elected Directors) | 5,000 options (2022 grant) | Exercise price $20.35; 10-year term. | 1/3 on grant date; 1/3 at 1-year; 1/3 at 2-year anniversary. |
- No performance metrics are tied to director compensation; awards are fixed retainer, special meeting fees, and time-based equity/option grants for re-elected directors.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None disclosed. |
| Compensation Committee interlocks | None; no insider participation reported. |
Expertise & Qualifications
- Financial engineering and logistics expertise (MIT); deep analytical background from Jane Street and Gray Whale; private investment oversight via Jade Capital.
- Committee leadership on governance, compliance, and board composition; oversight of whistleblower and regulatory matters tied to the direct-selling model.
Equity Ownership
| Item (as of Apr 19, 2024) | Shares/Options | % of Class |
|---|---|---|
| Beneficially Owned Shares | 282,909 | 15.5% |
| Options (exercisable ≤60 days) | 10,000 | — |
| Total (shares + options per proxy definition) | 292,909 | 15.5% |
| Options Outstanding at 12/31/2023 | 11,667 | — |
| Director Ownership Guidelines | Encourage holding ≥3× annual retainer; no formal requirement. |
- Pledging/hedging: No pledging disclosures for Rameson in the proxy; Code of Ethics covers conflicts and fiduciary duties.
Governance Assessment
- Alignment: Strong “skin in the game” as second-largest shareholder (15.5%) with substantial direct holdings; enhances incentives to protect long-term value.
- Independence and roles: Despite large ownership, Board affirms independence; his chair role over Nominating/Governance & Compliance positions him to influence board composition and compliance rigor.
- Attendance and engagement: Full attendance across an active committee calendar indicates engagement and diligence.
- RED FLAGS and risk signals (board-level context impacting investor confidence):
- Non-independent Board Chair (J. Stanley Fredrick) and concentrated insider/family influence in management and related parties (e.g., CEO is Chair’s son; commissions to director Kevin Robbins and family; M5M foundation ties involving directors’ family members).
- Board diversity objective under Nasdaq’s rule not met; Board reduced to five seats and deferred adding diverse members as part of cost mitigation.
- Significant ownership concentration among top insiders (Chair 19.4%, Rameson 15.5%), which can strengthen control but raises minority shareholder governance concerns; mitigated by multiple independent directors and separated CEO/Chair roles.
- Compensation structure: Director pay mix is conventional (cash retainer + time-based equity); options only for re-elected directors; no performance-based metrics—neutral signal from a governance standpoint.
- Proxy engagement: Rameson designated as a voting proxy, signaling trust from the Board in his judgment.