Jonathan Lanoy
About Jonathan Lanoy
Jonathan D. Lanoy is Senior Vice President and Chief Accounting Officer at Nature’s Sunshine Products, Inc. (NATR), appointed January 24, 2023; he is age 50 and has 17 years of tenure at the company as of the 2025 proxy, after serving as Corporate Controller (2011–2022) and Senior VP Finance and Interim CFO following the prior CFO’s retirement in September 2022 . He is a Certified Public Accountant with a Master of Professional Accountancy and a Bachelor of Arts in Accounting from Weber State University, and previously was an assurance manager at Ernst & Young . Company performance during his senior finance tenure included FY2024 net sales of $454.4 million, adjusted EBITDA of $40.5 million, and a TSR value of $78.82 (based on $100 invested 12/31/2021), versus $122.12 in 2023 and $98.35 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nature’s Sunshine Products, Inc. | Senior Vice President, Chief Accounting Officer | Jan 2023–present | Principal Accounting Officer; SOX certifications; oversight of internal controls and reporting . |
| Nature’s Sunshine Products, Inc. | Senior Vice President, Finance; Interim CFO, Principal Financial Officer and Principal Accounting Officer | Sep 2022–Jan 2023 | Stabilized finance leadership during CFO transition; letter agreement tied incentives to timely 10-K filing . |
| Nature’s Sunshine Products, Inc. | Corporate Controller; various finance roles | 2011–2022; at company since 2008 | Built finance operations and controls; progressed into executive finance leadership . |
| Ernst & Young | Assurance Manager | Pre-2008 | External audit experience; CPA credential groundwork . |
External Roles
No public company directorships or disclosed external committee roles for Lanoy. The company disclosed no related-party transactions involving him and no family relationships with directors or executive officers .
Fixed Compensation
Employment agreement terms (effective September 6, 2022):
| Component | Detail |
|---|---|
| Base Salary | $269,000 annual base salary . |
| Target Annual Bonus | 40% of base salary under executive bonus program . |
| Benefits Eligibility | Retirement/savings, health, life, LTD, and other plans per similarly situated employees . |
| Pay Governance | Base salary subject to annual review by CEO; participation in incentive plans subject to plan terms . |
Interim CFO letter agreement (September 6, 2022):
| Component | Detail |
|---|---|
| One-time Success Bonus | $150,000, payable within five business days of successful filing of FY2022 Form 10-K; payable even if terminated without Cause or resignation for Good Reason prior to earning date . |
| RSU Grant | RSUs equal to $150,000 divided by closing price on September 6, 2022; vest in two equal annual installments over two years, subject to continued employment . |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Timely filing of FY2022 Form 10-K (success milestone) | N/A | Timely filing condition per agreement | $150,000 paid upon successful filing (subject to continued employment, with protection for termination without Cause or Good Reason) | Cash bonus; RSUs from same letter vest 50% annually over 2 years . |
Note: Company-wide NEO incentive frameworks in 2024 used corporate revenue and adjusted EBITDA targets with formulaic payout curves; Lanoy was not a named executive officer in 2024 and his compensation specifics beyond the above were not disclosed .
Equity Ownership & Alignment
- Robust stock ownership guidelines apply to executive officers; minimum equity positions: CEO 3× salary, CFO 2× salary, other NEOs 1× salary; guidelines must be met within four years (company states “All NEOs currently satisfy” but does not disclose Lanoy’s specific compliance status) .
- Hedging, pledging, and short sales are prohibited for executives and directors; holding stock in margin accounts is also prohibited .
- A late Section 16 Form 4 filing in 2024 noted shares sold to cover taxes associated with a time‑based RSU grant for certain officers, including Lanoy (amounts not specified) .
Employment Terms
| Provision | Detail |
|---|---|
| Severance (termination without Cause / resignation for Good Reason / death or Incapacity) | Accrued/unpaid base salary; monthly severance equal to 1/12 of annual base salary for 12 months; COBRA reimbursement for 12 months; severance subject to release and restrictive covenants . |
| Restrictive Covenants | Non-compete for 12 months following termination; adherence to company policies including securities laws compliance . |
| At-will employment & duty location | At-will; primary performance near Lehi, UT, with travel as needed . |
Performance & Track Record (Company outcomes during Lanoy’s senior finance tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($USD Millions) | $421.9 | $445.3 | $454.4 |
| Adjusted EBITDA ($USD Millions) | $32.0 | $40.4 | $40.5 |
| TSR value (based on $100 invested on 12/31/2021) | $98.35 | $122.12 | $78.82 |
Operational notes: FY2024 gross margin was 71.5% vs 72.1% in 2023; SG&A declined to $164.0 million (36.1% of sales) from $167.1 million (37.5%); operating income rose to $20.1 million; GAAP net income was $7.7 million vs $15.1 million in 2023 . FY2025 guidance: net sales $445–$470 million (incl. ~$5 million FX headwind) and adjusted EBITDA $38–$44 million .
Compensation Committee Analysis
- Committee composition (2025): Robert Straus (Chair), Steven Fasching, Katie May, Richard Moss, Tess Roering; all independent under NASDAQ standards .
- Use of independent consultant: F.W. Cook engaged for executive compensation benchmarking; peer groups refreshed in 2024 (e.g., Honest Company, Vital Farms added; e.l.f. moved out), informing 2025 decisions .
- Equity mix: RSUs and PRSUs are used; the company did not grant stock options or SARs under the 2012 Plan in 2024 .
- Risk controls: insider trading policy; clawback for erroneously awarded incentive compensation consistent with SEC Rule 10D and NASDAQ .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2022 | 96.7% approval . |
| 2023 | 94.3% approval . |
| 2024 | 89% approval . |
| Frequency: shareholders voted to hold the advisory vote annually (affirmed 2023; next frequency vote in 2029) . |
Risk Indicators & Red Flags
- Late Section 16 filings in 2024 disclosed for several insiders including Lanoy (tax withholding related sales) .
- Hedging and pledging prohibitions reduce alignment risk; formal clawback policy is in place .
- No related‑party transactions involving Lanoy were reported since the prior fiscal year, and no family relationships with directors or executive officers were disclosed .
Investment Implications
- Alignment: Lanoy’s compensation emphasizes fixed pay plus milestone‑based cash and time‑based RSUs from his interim CFO period; broader company practice favors RSUs/PRSUs over options, reducing leverage but sustaining retention through time‑ and performance‑vesting .
- Retention risk: Severance (12 months base) and non‑compete (12 months) provide moderate protection; the interim CFO success bonus tied to timely filing indicates high accountability for reporting processes .
- Execution signal: Company performance improved in FY2023–FY2024 (EBITDA level sustained, SG&A ratio down) under stable finance leadership; however, TSR declined in FY2024 vs FY2023, reflecting macro and FX pressure, underscoring the importance of 2025 cost‑out and digital initiatives to support equity compensation realization (PRSUs) at the firm level .