Mark A. LeDoux
About Mark A. LeDoux
Mark A. LeDoux (age 71) is the founder, Chairman of the Board (since 2001), and Chief Executive Officer (since 1986) of Natural Alternatives International, Inc. He holds a B.A. (cum laude) from the University of Oklahoma (1975) and a J.D. from Western State University College of Law (1979). He is NAII’s largest stockholder and has served continuously as a director since 1986 . Recent performance context: FY2025 revenue was $129.86M versus $113.80M in FY2024, while EBITDA remained negative and net income declined; the company’s Pay-versus-Performance table shows the value of an initial $100 TSR at 45.51 in FY2025 vs 16.39 in FY2024 and net losses of $13.6M (FY2025) and $7.2M (FY2024) .*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Natural Alternatives International, Inc. | CEO; previously President | CEO since 1986; President 1986–1996, 1999–2001, 2009–2015 | Founder-operator; led product manufacturing and licensing expansion |
| Natural Alternatives International Europe S.A. (NAIE) | Director; Chair of the Board | Since 1999 | Oversight of European subsidiary operations |
| Natural Alternatives, Inc. (predecessor) | Director, President & CEO | 1980–1986 | Predecessor entity leadership through merger into NAII |
| Kovac Laboratories | EVP & COO | 1976–1980 | Operations leadership in nutritional supplements manufacturing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Natural Products Association | Chairman Emeritus (current); prior Chairman | Member since 1980 | Industry advocacy and standards leadership |
| Council for Responsible Nutrition | Past Director and Chairman | n/a | Industry policy and governance |
| International Council for Responsible Nutrition | Founding Chairman; past Director | n/a | Foundational role in industry body |
| Codex Alimentarius Commission (FAO/WHO) | Participant | n/a | Global food/supplement standard-setting participation |
Board Governance
- Structure and independence: 4 directors; 3 independent; LeDoux is CEO and Chair; there is no Lead Independent Director .
- Committees: Audit (Dunn Chair), Human Resources/Compensation (Matherly Chair), Nominating (Dunn Chair); all members are independent; LeDoux is not on committees .
- Attendance: Board held 4 meetings in FY2025; all directors attended 100% of Board and committee meetings .
- Hedging policy: Prohibits derivatives, short sales, and requires CFO pre-approval for trades; does not address pledging explicitly .
Dual-role implications: Combined CEO/Chair without a Lead Independent Director concentrates authority; however, the board is majority independent with fully independent key committees, partially mitigating governance risk .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 475,000 | 475,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | — | — |
| All Other Compensation ($) | 69,006 | 87,520 |
Notes: The company states bonus payments, when made, are discretionary and not formulaic; no specific performance metrics are used for bonuses .
Performance Compensation
- Equity plan design: The 2020 Omnibus Equity Incentive Plan authorizes RSUs/restricted stock and other equity, but to date NAII has granted only restricted stock, generally with ≥3-year vesting; minimum vesting under the plan is 1 year and award term ≤5 years. Dividends prior to vesting are forfeited .
- Clawback: Adopted Sept 2023; allows recovery of cash/equity incentive compensation upon material negative restatement for awards approved/granted on or after Sept 15, 2023 .
- Change-in-control: Awards may accelerate upon qualifying termination in connection with change-in-control; no option/SAR repricing or award surrender/replacement permitted .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary; no formula | n/a | n/a | None in FY2024–FY2025 | n/a |
| Restricted Stock (granted 3/8/2024) | Time-based | n/a | n/a | Grant to LeDoux: 17,000 shares; fair value reflected in FY2024 SCT ($101,150) | 5,667 on 3/7/2025; 5,667 on 3/7/2026; 5,666 on 3/7/2027 |
| Restricted Stock (FY2025 grants) | — | — | — | No officer grants in FY2025 | — |
| Deferred Cash Awards | Service-based vesting | n/a | n/a | FY2024: $148,850 (LeDoux); none in FY2025 | 1/3 on each of first three anniversaries of grant if employed |
Outstanding unvested RS at 6/30/2025: 16,333 shares for LeDoux; 10,667 vest 3/7/2026 and 5,666 vest 3/7/2027 (valued at $3.28/sh at 6/30/2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 944,542 shares (15.3% of outstanding) |
| Unvested RS | 16,333 shares unvested at 6/30/2025 (10,667 vest 3/7/2026; 5,666 vest 3/7/2027) |
| Options | None outstanding (company has granted restricted stock only; award table shows no options) |
| Ownership Guidelines | Not disclosed in proxy . |
| Hedging/Pledging | Hedging/short sales prohibited and pre-approval required; no explicit pledging disclosure . |
| Recent Form 4 Activity | 3/11/2024: sale of 5,777 shares to issuer to cover taxes upon vesting (F code) and grant of 17,000 RS; indicates sell-to-cover, not open-market selling |
Employment Terms
- At-will employment; salaries set and reviewed by the Board/Human Resources Committee .
- Severance: If terminated without cause, 1x base salary plus 12 months COBRA (subject to execution of general release; otherwise one month) .
- Change-in-control: If terminated without cause upon a change-in-control, 2 years’ compensation plus 12 months COBRA (subject to release; otherwise one month). RS becomes unrestricted if death/disability or termination without cause within 3 months prior to or 12 months after a change-in-control .
- Non-compete/Non-solicit: Not disclosed in proxy .
Director Compensation (Board service)
- LeDoux receives no additional compensation for serving as a director; non-employee directors receive modest cash retainers/meeting fees and time-based restricted stock grants .
Pay vs Performance and Operating Context
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($) | 113,796,000 | 129,860,000 |
| EBITDA ($) | -3,887,000* | -2,700,000* |
| Net Income ($) | -7,217,000* | -13,575,000* |
| EBITDA Margin (%) | -3.4157%* | -2.0791%* |
| Value of initial fixed $100 investment (TSR) | 16.39 | 45.51 |
Values retrieved from S&P Global (asterisked items).
Additional PVP disclosures: Compensation Actually Paid (CAP) to the PEO was $760,413 (FY2024) and $494,462 (FY2025); company net income was $(7.2)M (FY2024) and $(13.6)M (FY2025) .
Related Party Transactions and Red Flags
- Related party transactions: Audit Committee must approve; none anticipated or proposed in latest proxy .
- Clawback: Implemented Sept 2023; restatement-based recovery policy .
- Option repricing/modification: Prohibited under the equity plan; no surrender/replacement .
- Governance risk: CEO also serves as Chair; no Lead Independent Director (potential oversight risk) .
Say-on-Pay and Shareholder Engagement
- 2025 proxy includes a non-binding say-on-pay (advisory) vote; Board recommends approval .
- Say-on-frequency: Board recommends triennial (every 3 years) .
- No historical say-on-pay vote results disclosed in 2024 proxy; 2025 proxy is the cycle including the vote .
Investment Implications
- Pay-for-performance alignment: Cash compensation is largely fixed; annual bonuses are discretionary without explicit financial metrics, and equity is primarily time-based restricted stock, not performance-vested—weak direct linkage to operating metrics and TSR. However, large founder ownership (15.3%) closely aligns incentives with shareholders .
- Retention and selling pressure: Unvested RS (16,333 shares) vesting through 2027 and deferred cash awards (from prior years) support retention; 2024 Form 4 shows sell-to-cover tax transactions rather than open-market sales, reducing perceived selling pressure signals .
- Change-in-control economics: 2x compensation CIC protection plus accelerated vesting upon qualifying termination is moderate for a micro-cap and could influence strategic optionality; no option repricing allowed mitigates shareholder dilution risk .
- Governance: Combined CEO/Chair without a Lead Independent Director is a governance overhang; committee independence and full attendance provide partial offset. Hedging is prohibited, but pledging policy is not disclosed .
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