Curtis Kopf
About Curtis Kopf
Curtis Kopf, 59, has served as an independent director of Nature’s Sunshine Products, Inc. since January 2022; he is Chair of the Risk Management Committee and a member of the Governance Committee. Professionally, he is Group Vice President, Customer Experience at Insulet (since Nov 2023), previously Chief Experience Officer (Feb 2021–Nov 2023) and Chief Digital Officer (2018–2021) at REI; earlier roles include SVP, Customer and Digital Experience at Premera Blue Cross (2015–2018) and positions at Alaska Airlines, Microsoft, and Amazon. He holds a BA in English from Brown University and a Master’s degree in Writing from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REI | Chief Experience Officer | Feb 2021–Nov 2023 | Led consumer experience transformation; deep customer-centric and digital expertise |
| REI | Chief Digital Officer | 2018–2021 | Drove digital strategy and execution |
| Premera Blue Cross | SVP, Customer and Digital Experience | Jun 2015–Sep 2018 | Customer experience and digital operations leadership |
| Alaska Airlines | Various positions | Not disclosed | Commercial and customer experience background |
| Microsoft | Various positions | Not disclosed | Technology/operator experience |
| Amazon | Various positions | Not disclosed | E-commerce/digital experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insulet (public, med-tech) | Group Vice President, Customer Experience | Nov 2023–present | Operating executive role; no NATR-related party ties disclosed |
| Public company directorships | — | — | None disclosed in NATR proxy biography |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Kopf is independent under NASDAQ standards |
| Committees | Governance Committee member; Risk Management Committee Chair |
| Committee meetings (2024) | Governance: 4; Risk Management: 4 |
| Board meetings (2024) | Board held 6 meetings; each director attended ≥75% of board/committee meetings; all attended 2024 Annual Meeting |
| Executive sessions, hedging/pledging policy | Regular executive sessions of independent directors; company prohibits hedging, pledging, short sales, margin accounts |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 78,333 | As reported for Kopf |
| Product credit (per year) | 750 | Standard for non-employee directors |
| Total Cash + Other | 79,083 | Fees plus product credit |
Director fee schedule (applies generally; actual receipt depends on assignments):
| Role | Audit ($) | Compensation ($) | Governance ($) | Risk Management ($) |
|---|---|---|---|---|
| Committee Chair | 25,000 | 19,500 | 12,500 | 12,500 |
| Committee Member | 10,000 | 7,500 | 5,000 | 5,000 |
| Annual Director Retainer | 65,000 | — | — | — |
Performance Compensation
| Equity Component | Grant Date | Shares Granted | Grant Date Fair Value ($) | Grant Price ($/share) | Vesting/Delivery Terms |
|---|---|---|---|---|---|
| Annual RSU (director program) | May 6, 2024 | 5,236 | 100,000 | 19.10 | Vests over ~1 year until next Annual Meeting; accelerated on change-in-control; shares delivered at earlier of board separation or two years post full vest |
| Annual RSU (director program) | May 5, 2025 | 8,000 | — | 0.00 | Form 4 award; RSU grant reflected as no price paid; company RSU terms as above |
Director equity terms (program-level):
- Annual RSU grant valued at $100,000 on grant date; generally vests over one year until next Annual Meeting; accelerated vesting upon change in control; delivery at earlier of separation from the Board or two years after full vest .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Wynnefield Capital; Fosun | Significant shareholders (13.4% and 15.8%) | Board considered independence for Straus (Wynnefield) and Yang (Fosun); Kopf’s independence affirmed; no related-party transactions > threshold since 2023 |
Expertise & Qualifications
- Consumer and digital experience expert; leadership roles at REI and Premera; technology exposure via Microsoft and Amazon .
- Academic credentials: BA (Brown), Master’s in Writing (Johns Hopkins) .
- Board skills rationale: Governance Committee cited consumer and digital experience value-add .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Feb 21, 2025) | 16,691 shares | Less than 1% of 18,483,501 outstanding |
| Vested awards within 60 days (included above) | 15,536 shares | Footnote confirms inclusion |
| Directly held shares (included above) | 1,155 shares | Footnote confirms inclusion |
| Outstanding stock awards (Dec 31, 2024) | 21,927 RSUs | Outstanding; no options |
| Pledging/Hedging | Prohibited by company policy | Applies to directors and executives |
| Ownership guidelines | 3× annual director equity grant value; 4 years to comply; 12-month cure if below | May 2024 grant valued at $100,000; guideline equals $300,000; some directors currently out of compliance due to grant increase and stock price drop |
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership |
|---|---|---|---|---|---|
| 2025-05-06 | 2025-05-05 | Award (A) | 8,000 | 0.00 | 29,927 |
| 2024-05-08 | 2024-05-06 | Award (A) | 5,236 | 19.10 | 21,927 |
Governance Assessment
- Strengths: Independent status; chairs Risk Management and serves on Governance—both held 4 meetings in 2024, indicating active oversight; Board reported ≥75% attendance per director and full Annual Meeting attendance, supporting engagement .
- Alignment: Annual director RSU grants with one-year vesting and change-in-control acceleration; meaningful outstanding RSUs; policy prohibits hedging/pledging; stock ownership guideline requires 3× annual grant value with defined compliance periods .
- Conflicts: No related-party transactions above policy threshold since 2023; Board evaluated independence issues for directors affiliated with significant holders, not applicable to Kopf; none indicated for Kopf .
- RED FLAGS: Board notes some directors fell out of ownership guideline compliance due to increased grant value and stock price decline; individual compliance by director not disclosed—monitor Kopf’s status against the $300,000 guideline .
- Compensation governance: Compensation Committee composed of independent directors and uses F.W. Cook as external consultant; committee retains authority to engage independent advisors—reduces consultant conflict risk .
Overall, Kopf’s digital/customer expertise and committee leadership bolster board effectiveness, with low apparent conflict risk and acceptable attendance; watch future proxy disclosure for ownership guideline compliance and any changes in RSU terms or committee roles .