Laura Kay Matherly
About Laura Kay Matherly
Independent director (Class III) at Natural Alternatives International, Inc. since 2019; age 61 as of the 2025 proxy. Senior Vice President at Comerica Bank (San Diego) with 30+ years in commercial banking and wealth management; previously senior leadership roles at Wells Fargo Bank, N.A. and MUFG Union Bank. Holds a BS in Business Administration – Finance from The Ohio State University (March 1987). Designated “audit committee financial expert” and determined independent under Nasdaq rules. Tenure on NAII board: ~6 years as of FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Bank, N.A. | Senior VP & Regional Manager, North San Diego Regional Commercial Banking Office | “Prior five years” before current role (dates not further specified) | Led regional commercial banking; managed relationship team supporting NAII’s credit facility historically |
| MUFG Union Bank | Senior VP & Managing Director, San Diego Wealth Management Group | Not disclosed | Led wealth management operations |
| Wells Fargo Bank, N.A. | Senior VP & Regional Sales Development Manager (Private Bank) | Not disclosed | Managed 30+ private bankers across San Diego, Temecula, Inland Empire |
| Wells Fargo Bank, N.A. (Orange County, Los Angeles) | Senior leadership positions in Commercial Banking | Not disclosed | Various senior roles across geographies |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Comerica Bank (San Diego) | Senior Vice President | Current (dates not disclosed) |
| Boys and Girls Clubs of Carlsbad | Director | June 2002 – present |
| Junior League of Orange County, California Inc. | President; Board Member | June 1997 – June 2001 |
Board Governance
- Board classification: Four-member board (three independent, one CEO). No Lead Independent Director. Independent directors: Laura Kay Matherly, Alan G. Dunn, Guru Ramanathan.
- Committee assignments (FY2025):
- Human Resources Committee: Chair (Matherly), members Dunn, Ramanathan
- Audit Committee: Chair (Dunn); members Matherly, Ramanathan; Matherly designated audit committee financial expert
- Nominating Committee: Chair (Dunn); members Matherly, Ramanathan
- Attendance: FY2025—100% attendance for Board and each committee by all members; FY2024—100%; FY2023—100%.
- Annual meeting attendance: All directors attended annual meetings held on Dec 6, 2024 and Dec 7, 2023.
- Risk oversight: Board as a whole; Audit Committee oversees financial/reporting risk; HR Committee oversees compensation risk; Nominating oversees governance/succession.
Fixed Compensation
Policy
- Non-employee director cash retainer: $10,000 paid in advance per year of term; $1,000 per Board meeting and per committee meeting attended (including teleconference). CEO receives no additional director compensation.
Actual fees (Matherly)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $22,000 | $22,000 | $21,000 |
Performance Compensation
Annual grants and service-vested awards
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | $62,020 | $47,600 | $30,680 |
| Deferred Cash Awards ($) | $37,000 | $52,400 | $68,080 |
Director equity grant detail and vesting
| Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|
| Mar 7, 2023 | 7,000 | 2,334 on 3/7/2024; 2,333 on 3/7/2025; 2,333 on 3/7/2026 | Restricted stock under 2020 Plan; time-based vesting |
| Mar 8, 2024 | 8,000 | 2,677 on 3/7/2025; 2,667 on 3/7/2026; 2,666 on 3/7/2027 | Restricted stock; time-based vesting |
| Mar 7, 2025 | 8,000 | 2,667 on 3/7/2026; 2,667 on 3/7/2027; 2,666 on 3/7/2028 | Restricted stock; time-based vesting |
Performance metrics table (directors)
| Award Type | Performance Metrics | Vesting Basis |
|---|---|---|
| Director restricted stock (2023–2025 cycles) | None disclosed for directors; grants are time-based | Minimum one-year vesting required by 2020 Plan; practice generally ≥3 years |
| Director deferred cash awards | None disclosed; service-vesting only | One-third payable each year if continuing Board service on each anniversary (3-year schedule) |
Change-in-control and clawbacks
- Plan permits limited acceleration upon change in control coupled with termination (double-trigger-like) within specified windows; prohibits surrender/replacement of awards; minimum vesting rules apply.
- Company clawback policy adopted Sept 2023 applies to executive officers for incentive compensation upon material negative restatement; not specified for non-employee directors.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Matherly |
| Potential interlocks/conflicts | NAII has had a credit facility with Wells Fargo for many years; for several years, Matherly managed the Wells Fargo group in charge of NAII’s commercial banking relationship (line of credit, deposits, FX, etc.)—historical linkage. Audit Committee oversees related party transactions; none anticipated or proposed. |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; deep experience in banking, credit, M&A, syndicated loans, interest rate hedging, accounting transactions, financial statement analysis, troubled debt restructuring, bankruptcy proceedings; former securities licenses (FINRA Series 24, 7, 66) and California Life Insurance license.
- Community leadership: Boys and Girls Clubs of Carlsbad (2002–present); Junior League of Orange County (President and Board Member, 1997–2001).
- Independence: Board determined independent under Nasdaq standards (FY2023–FY2025).
Equity Ownership
Beneficial ownership trend
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Shares beneficially owned | 18,000 | 26,000 | 34,000 |
| Restricted shares subject to vesting/forfeiture | 12,999 | 14,999 | 15,666 |
| Ownership % of outstanding | <1% (as noted) | <1% (as noted) | <1% (as noted) |
Policies and alignment
- Hedging: Company prohibits short sales and trading in derivatives (e.g., puts/calls) and same-day trades; pre-clearance required.
- Pledging: No pledging disclosures noted in proxy.
Insider Trades
| Date | Form | Transaction | Shares | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2024-03-15 | Form 4 | Acquisition via grant under 2020 Plan (restricted stock) | 8,000; vest 2,667 (3/7/2025), 2,667 (3/7/2026), 2,666 (3/7/2027) | 26,000 | |
| 2025-03-07 | Form 4 | Acquisition (Non-Open Market), Director | Not specified on summary page | Not specified |
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting voting results (8-K filed Dec 10, 2024): LeDoux received 3,282,438 For / 409,877 Withheld; Ramanathan 3,144,668 For / 547,647 Withheld; auditor ratification 4,468,314 For / 447,551 Against / 14,125 Abstain. No say-on-pay item that year.
- 2023 Annual Meeting voting results (8-K filed Dec 12, 2023): Matherly (Class III) received 3,226,134 For / 150,888 Withheld; auditor ratification 4,623,866 For / 7,415 Against / 11,211 Abstain.
- 2025 proxy includes non-binding advisory say-on-pay and say-on-frequency proposals; results pending until 8-K post-meeting.
Governance Assessment
-
Strengths
- Independence with audit committee financial expert designation enhances oversight quality; 100% attendance across FY2023–FY2025 signals engagement.
- Chair of Human Resources Committee positions Matherly to influence compensation design; director pay mix emphasizes modest cash fees with multi-year time-vested equity and service-vested deferred cash (alignment via vesting).
- Clear hedging prohibitions; no pledging disclosed; related-party oversight centralized in Audit Committee.
-
Potential red flags / watch items
- Historical banking relationship: Managed Wells Fargo team overseeing NAII’s credit facility in prior years—monitor for any current bank relationships or transactions that could pose perceived conflicts; company reports no related-party transactions anticipated.
- Board leadership: No Lead Independent Director in a board chaired by the CEO; investors may view lead independent role as best practice for enhanced independent oversight.
- Director equity awards are time-based (no performance hurdles); while common for directors, equity/DSU structure contains service vesting without explicit performance metrics.
-
Overall signal
- Matherly’s banking and financial expertise, committee leadership, independence status, and attendance support board effectiveness. Historical Wells Fargo linkage is disclosed; continued Audit Committee oversight and absence of current related-party transactions mitigate conflict risk. Director compensation appears modest and structured with multi-year vesting, aligning with shareholder-friendly practices.