Kenneth E. Wolf
About Kenneth E. Wolf
Kenneth E. Wolf is President (since October 2015), Chief Operating Officer (since June 2010), and Secretary (since February 2009) of Natural Alternatives International (NAII). He previously served as Chief Financial Officer from February 2008 through September 2015. Mr. Wolf is 64, holds a B.S. in Business Administration–Accounting from California State University, Fresno, and is a California CPA . Company performance over the last two fiscal years: revenue increased from $113.8M in FY2024 to $129.9M in FY2025, while net loss widened from $(7.2)M to $(13.6)M; EBITDA remained negative in both periods. Total shareholder return (SEC “Pay vs Performance” $100 value) decreased to $45.51 in FY2025 vs $16.39 in FY2024 . Revenues cited; EBITDA and Net Income values are from S&P Global data (see table notes) . Revenues: FY2024 $113.8M , FY2025 $129.9M . EBITDA and Net Income from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Natural Alternatives International (NAII) | Chief Financial Officer | 2008–2015 | Led finance for NASDAQ-listed nutraceutical manufacturer; earlier progressed to President and COO roles . |
| Phoenix Footwear Group (public) | CFO, Treasurer, Corporate Secretary | 2003–2007 | Oversaw finance for ~$140M revenue multi-brand footwear company; managed staff of 30 . |
| Independent Consultant (San Diego) | Interim CFO roles | 2002 | Provided finance leadership to various companies . |
| Callaway Golf Company (NYSE) | SVP–Finance/Controller | 1992–2001 | Controller at ~$1.0B revenue premium consumer goods company; managed staff of 50 . |
External Roles
No public-company directorships or external board roles are disclosed for Mr. Wolf in the company’s proxy biography .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 450,000 | 450,000 |
| Bonus ($) | — | — |
| All Other Compensation ($) | 53,091 | 53,697 |
| Total ($) | 703,091 | 503,697 |
| Annual salary in effect at 7/1/2025 | $450,000 | — |
Notes:
- Bonuses (when paid) have not been tied to financial performance measures and are discretionary based on individual and company evaluation .
Performance Compensation
Equity (Restricted Stock)
| Item | FY2024 | FY2025 |
|---|---|---|
| Stock Awards ($ fair value) | 86,275 | — |
Vesting schedule and overhang specific to Mr. Wolf (as of 6/30/2025):
- Unvested restricted shares: 13,999 (market value $45,917 at $3.28/share close on 6/30/2025) .
- 9,166 vest on March 7, 2026
- 4,833 vest on March 7, 2027
Equity plan features and practice:
- No stock options outstanding in FY2025 or FY2024 .
- Company may repurchase a portion of vested shares to cover withholding taxes at the last-traded price on the vesting date .
- 2020 Omnibus Plan has minimum one-year vesting and has historically used multi-year service-based vesting .
Deferred Cash Awards (Service-based)
| Item | FY2024 | FY2025 |
|---|---|---|
| Deferred Cash Award ($) | 113,725 | — (no grant) |
Vesting: one-third paid on each of the first three anniversaries of grant date, subject to continued service; no executive grants in FY2025 .
Annual Bonus
| Item | FY2024 | FY2025 |
|---|---|---|
| Bonus Paid ($) | — | — |
| Performance metrics | Not formulaic; discretionary and not tied to specific financial measures | Not formulaic; discretionary and not tied to specific financial measures |
Equity Ownership & Alignment
| Ownership detail | Amount |
|---|---|
| Beneficial ownership (shares) | 131,982 |
| Ownership (% of outstanding) | 2.1% |
| Of which: unvested restricted shares | 13,999 |
| Vested/other beneficial shares (calc.) | 117,983 (131,982 – 13,999) |
| Shares outstanding (record date) | 6,176,778 (as of 10/13/2025) |
Alignment and trading policies:
- Anti-hedging: officers are prohibited from puts, calls, short sales, or positions tied to future price of company securities; pre-clearance required .
- Pledging: no specific pledging disclosure noted in proxy; related-party transactions are reviewed by Audit Committee; none anticipated .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment status | At-will; eligible for benefits and discretionary bonus consideration . |
| Base salary | $450,000 (effective 7/1/2025) . |
| Severance (no cause) | One year’s base salary plus 12 months COBRA, subject to release; otherwise reduced to one month . |
| Change-in-control (CIC) | If terminated without cause upon a CIC: two years’ compensation plus 12 months COBRA, subject to release; otherwise reduced to one month . |
| Equity acceleration around CIC | If an officer dies, becomes disabled, or is terminated without cause within 3 months prior to or within 12 months following a CIC, all restricted stock becomes unrestricted (accelerates) . |
| Clawback | Clawback and forfeiture policy adopted September 2023; Board may recoup certain cash/equity incentives upon material negative restatements for awards on/after 9/15/2023 . |
| Hedging policy | Prohibits derivative/short transactions in company stock by officers . |
Company Performance Context (FY2024–FY2025)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenues ($) | 113,796,000 | 129,860,000 |
| EBITDA ($) | -3,887,000* | -2,700,000* |
| Net Income ($) | -7,217,000* | -13,575,000* |
| TSR – value of $100 (SEC PVP) | 16.39 | 45.51 |
Notes:
- Asterisked values retrieved from S&P Global.
- TSR values are from the SEC “Pay Versus Performance” table; figures represent “Value of initial fixed $100 investment based on Total Shareholder Return” as disclosed .
Investment Implications
- Pay-for-performance alignment: Mr. Wolf’s cash comp is predominantly fixed salary; annual bonuses are discretionary and not tied to explicit financial metrics, and equity/deferred awards vest on service, not performance. This structure provides retention but limited direct linkage to revenue/EBITDA/TSR outcomes given recent losses and weak TSR .
- Retention dynamics and potential selling pressure: 13,999 RSUs vest across March 7, 2026 (9,166) and March 7, 2027 (4,833), creating near-term retention hooks; the company frequently withholds/repurchases shares to cover taxes at vesting, which can introduce small, date-specific supply events .
- Ownership alignment: Wolf’s 2.1% stake (131,982 shares, including unvested RS) reflects meaningful skin in the game; combined insiders hold ~20.8%, concentrating influence and potentially aligning leadership with long-term value creation .
- Change-in-control protections: Two years’ compensation and equity acceleration upon qualifying termination around a CIC may influence decision-making in strategic scenarios; terms are standard but generous for a company of NAII’s size .
- Governance risk controls: Anti-hedging policy reduces misalignment risk; clawback policy enables recoupment on material restatements, improving downside accountability .
Citations:
- Executive biography, roles, age, and education
- Summary compensation tables and salary terms
- Equity awards outstanding and vesting details
- Employment agreements, severance, CIC, and equity acceleration
- Anti-hedging and board/committee structure
- Clawback policy
- Ownership and percentages
- Stock options and equity plan practices
- Pay-versus-performance (TSR; net income reference in thousands)