Heidi Wissmiller
About Heidi Wissmiller
Heidi Wissmiller, 60, has served on Nature’s Sunshine’s Board since July 2020; she is currently Chair of the Governance Committee and a member of the Risk Management Committee . Her background includes multiple C-suite roles at Rodan + Fields (including Chief Growth Officer), CEO of Micro Analytical Systems, and senior leadership roles at PepsiCo, E & J Gallo Winery, and RJR Nabisco; she holds a Bachelor’s degree from the University of Portland, a Finance for Executives Certificate from the University of Chicago, and a Board Readiness Certificate from Yale School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rodan + Fields | Chief Growth Officer; COO of Global Field Sales & Operations | 2014–Apr 2019 | Scaled leading skincare brand in North America to $1.6B; growth and field operations leadership |
| Micro Analytical Systems | Chief Executive Officer | Not disclosed | CEO leadership in analytical systems |
| PepsiCo; E & J Gallo Winery; RJR Nabisco | Senior leadership roles | Not disclosed | Consumer products, operations, and brand expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Film Academy’s 10ARTS Foundation | Chair, Board of Trustees | Since 2022 | Non-profit governance leadership |
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Committees | Governance (Chair); Risk Management (Member) | Board committee roster |
| Committee Meeting Frequency (2024) | Governance: 4 meetings; Risk Management: 4 meetings | Committee descriptions and meeting counts |
| Independence | Board determined all current directors except CEO are independent; committee chairs and members are independent under NASDAQ standards | Independence determination |
| Attendance | Board held 6 meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 Annual Meeting | Attendance disclosure |
| Governance Practices | Executive sessions of independent directors; hedging/pledging prohibited; annual director elections; separate Chair/CEO; stock ownership guidelines | Governance framework |
| Risk Oversight | Risk Management Committee oversees ERM, legal/regulatory risk; cybersecurity oversight noted in Governance/Risk descriptions | Committee charters summary |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | $65,000 | Pro-rated for partial service |
| Chairman Additional Retainer | $55,000 | Not applicable to Wissmiller (not Chairman) |
| Committee Chair Retainers | Audit: $25,000; Compensation: $19,500; Governance: $12,500; Risk: $12,500 | Paid in addition to director retainer |
| Committee Member Retainers | Audit: $10,000; Compensation: $7,500; Governance: $5,000; Risk: $5,000 | Paid in addition to director retainer |
| Product Credit | $750/year | Company product credit |
| 2024 Director Cash Compensation (Heidi Wissmiller) | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $78,332 | Director compensation table |
| All Other Compensation | $— | No product credit reported for her in 2024 table |
| Total | $178,332 | Sum of cash + stock awards below |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Change-of-Control | Delivery Timing |
|---|---|---|---|---|---|
| 2024 Annual RSU (Directors) | May 6, 2024 | 5,236 RSUs per director; grant date value = $100,000 | Generally one-year vest until next Annual Meeting, subject to continued service | Accelerated in full upon change in control | Delivered upon earlier of separation from Board or expiration of two-year restriction period after vesting |
| 2023 Annual RSU (Directors) | May 3, 2023 | 9,355 RSUs per director; grant date value reflected in stock awards column | Vest in 12 monthly installments over one year until next Annual Meeting | Accelerated upon change in control | Delivered upon earlier of separation from Board or two-year restriction period after vesting |
| 2024 Stock Awards (Heidi Wissmiller) | 2024 | $100,000 grant date fair value | See 2024 plan above | See above | See above |
| 2023 Stock Awards (Heidi Wissmiller) | 2023 | $100,000 grant date fair value | See 2023 plan above | See above | See above |
| Outstanding Equity (as of Dec 31, 2024) | Amount | Notes |
|---|---|---|
| Outstanding Stock Awards (RSUs) | 20,722 | Heidi Wissmiller outstanding RSUs |
| Outstanding Option Awards | — | No options outstanding |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| NYFA 10ARTS Foundation | Non-profit | Chair, Board of Trustees | No disclosed related-party transactions with NATR |
| Public Company Boards | — | None disclosed in proxy for Ms. Wissmiller | — |
Expertise & Qualifications
- Extensive consumer products and direct-selling experience via Rodan + Fields C-suite roles; prior leadership at PepsiCo, E & J Gallo Winery, RJR Nabisco .
- Governance leadership as Governance Committee Chair; risk oversight experience via Risk Management Committee membership .
- Education: Bachelor’s (University of Portland), Finance for Executives (University of Chicago), Board Readiness (Yale SOM); keynote speaking at IBM and Salesforce; co-inventor on several patents .
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Total Beneficial Ownership | 23,931 shares; <1% of class | Based on 18,483,501 shares outstanding (Feb 21, 2025) |
| Directly Held | 8,395 shares | Footnote (12) breakdown |
| Vested Awards (within 60 days of Feb 21, 2025) | 15,536 shares | Included in beneficial ownership |
| Outstanding RSUs (unvested) | 20,722 | Outstanding equity awards table |
| Options | None | — |
| Pledging/Hedging Policy | Prohibited (hedging, pledging, margin accounts) | Applies to directors |
| Ownership Guidelines | Minimum = 3× annual equity grant value; 2024 grant = $100,000 → $300,000 requirement; 4 years to comply; 12 months to reestablish if below | Company disclosed some directors fell out of compliance due to grant value increase and stock price drop; expects compliance over time |
Governance Assessment
- Board effectiveness: As Governance Chair, Wissmiller leads oversight of governance principles, board composition/skills, and ESG, with 4 committee meetings in 2024; she also participates in the Risk Management Committee overseeing ERM and regulatory risks including FTC/FDA and cybersecurity, indicating active involvement in key oversight areas .
- Independence and engagement: Board determined independence for all directors except the CEO; committee chairs/members independent; attendance disclosure indicates she met ≥75% attendance thresholds in 2024, with prior committee-year disclosures showing full attendance, supporting engagement .
- Compensation and alignment: Director pay mixes cash retainers with time-based RSUs; no performance metrics are tied to director equity; RSUs accelerate on change-of-control and are delivered upon separation or after a two-year restriction period, which provides alignment but limited performance conditioning; ownership guidelines at 3× equity grant are robust, though the company notes some directors fell below compliance temporarily due to market moves—no director-specific compliance status disclosed for Wissmiller .
- Conflicts and related parties: Audit Committee policies require review of related-party transactions; none above threshold since 2023; the board considered shareholder affiliations (Wynnefield, Fosun) for other directors but maintained independence determinations; no conflicts or related-party transactions disclosed for Wissmiller .
RED FLAGS: Company notes some directors fell out of compliance with stock ownership guidelines due to increased grant values and a drop in stock price; while not attributed to specific directors, this is a monitoring item for alignment. RSUs are time-based with CoC acceleration and lack explicit performance conditions for directors, which can reduce pay-for-performance rigor in governance compensation frameworks .