Katie May
About Katie May
Katie May, age 58, joined Nature’s Sunshine Products, Inc. (NATR) as an independent director in January 2025, bringing deep ecommerce and digital operations expertise from founder and CEO roles in Australia and the U.S. and multiple board seats across technology and shipping ecosystems . She holds an MBA and BBA in Accounting from The University of Texas at Austin, and currently serves on NATR’s Compensation and Governance Committees, with independence affirmed under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kidspot (Australia) | Founder & CEO; sold to News Corp | Through 2011 sale | Built leading online publisher; executed successful exit |
| ShippingEasy (Sydney/Austin) | CEO; scaled and exited to Stamps.com | 2012–mid-2016 | Grew ecommerce SaaS; strategic sale; later joined Stamps.com board |
| ShipWorks (St. Louis) | Leader post-Stamps.com acquisition | Through 2020 retirement | Oversaw two shipping software businesses until retirement |
External Roles
| Organization | Type | Role | Dates |
|---|---|---|---|
| Vivi International Pty Ltd | Private (EdTech) | Director | Since Feb 2020 |
| ROKT Pte Ltd | Private (Ecommerce Marketing Tech) | Director | Since Jul 2020 |
| Onramp Funds, Inc. | Private (Fintech for ecommerce sellers) | Director | Since Mar 2021 |
| Stamps.com, Inc. (NASDAQ: STMP, historical) | Public (Mailing/Shipping) | Director | Joined 2019 (prior) |
| Thinkific Labs, Inc. (TSX: THNC) | Public (Creator SaaS) | Director | Prior service (dates not disclosed) |
| Pitney Bowes Inc. (NYSE: PBI) | Public (Shipping/Mailing) | Director | Prior service (dates not disclosed) |
Board Governance
- Committee assignments: Compensation Committee member and Governance Committee member; not a Chair. Current committee chairs: Compensation—Robert Straus; Governance—Heidi Wissmiller; Audit—Christopher Teets; Risk—Curtis Kopf .
- Independence: Board determined all directors and nominees except the CEO are independent under NASDAQ standards; committee chairs/members are independent .
- Attendance: The Board met six times in 2024, and each director serving at the time attended ≥75% of board and committee meetings; directors are expected to attend the Annual Meeting .
- Leadership structure: Separate Chairman and CEO; Mr. Moss did not stand for re-election and a new independent chair will be chosen after the April 30, 2025 meeting .
- Policies: Executive sessions of independent directors; prohibitions on hedging, pledging, short sales, or margin accounts; robust stock ownership guidelines for directors and executives .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee director) | $65,000 |
| Committee chair fees | Audit $25,000; Compensation $19,500; Governance $12,500; Risk $12,500 |
| Committee member fees | Audit $10,000; Compensation $7,500; Governance $5,000; Risk $5,000 |
| Equity | Annual RSU grant with $100,000 grant date value; typically 1-year vest to next Annual Meeting; accelerated in full upon change in control |
| Product credit | $750 per calendar year |
| Stock ownership guidelines | 3x annual equity grant value for directors; four years to comply; example: 2024 grant of $100,000 → $300,000 minimum; 12 months to re-establish if below minimum |
Performance Compensation
Directors receive time-based RSUs; performance conditions are not applied to director grants. Katie May’s committee oversight responsibilities include NEO pay-for-performance programs centered on revenue and adjusted EBITDA.
2024 Corporate Financial Performance Goals (NEO plan basis)
| Metric | Threshold ($000) | Target ($000) | Stretch 1 ($000) | Stretch 2 ($000) | Stretch 3 ($000) | Stretch 4 ($000) | Stretch 5 ($000) | Payout at each level |
|---|---|---|---|---|---|---|---|---|
| Revenue | 446,700 | 475,200 | 482,800 | 490,300 | 497,800 | 505,400 | 512,900 | 25.0%, 62.5%, 100.0%, 120.0%, 140.0%, 160.0%, 180.0%, 200.0% respectively |
| Adjusted EBITDA | 44,000 | 46,800 | 48,600 | 50,300 | 52,100 | 53,800 | 55,600 | 25.0%, 62.5%, 100.0%, 120.0%, 140.0%, 160.0%, 180.0%, 200.0% respectively |
Actuals and payouts (company and APAC, 2024)
| Region/Metric | Actual ($000) | Notes |
|---|---|---|
| Corporate Revenue | 462,673 (FX-adjusted for plan) | |
| Corporate Adjusted EBITDA | 45,053 (FX-adjusted for plan) | |
| APAC Revenue | 216,411 | |
| APAC Adjusted EBITDA | 49,237 |
Selected NEO payout outcomes (illustrative of committee decisions)
| Executive | Metric | Weight | Target at Risk ($000) | Payout ($000) | Payout % of Target |
|---|---|---|---|---|---|
| CEO (Moorehead) | Corporate Revenue | 50% | 436,800 | 292,656 | 67% |
| CEO (Moorehead) | Corporate Adj. EBITDA | 50% | 436,800 | 232,378 | 53% |
| CFO (Jones) | Corporate Revenue | 50% | 161,000 | 107,870 | 67% |
| CFO (Jones) | Corporate Adj. EBITDA | 50% | 161,000 | 85,652 | 53% |
| President Asia (Norman) | Region Revenue | 30% | 76,500 | 60,033 | 78% |
| President Asia (Norman) | Region Adj. EBITDA | 30% | 76,500 | 109,113 | 143% |
Committee practices and advisor
- The Compensation Committee may adjust payouts by up to ±10% of target for discretion (e.g., FX and non-recurring items in 2024) .
- Independent advisor F.W. Cook engaged; peer benchmarking updated in Aug 2024 for 2025 decisions (2024 decisions relied on prior report) .
- 2024 say-on-pay approval: 89% of votes cast supported NEO compensation (May 7, 2024) .
Other Directorships & Interlocks
| Company | Relationship to NATR | Potential Interlock/Conflict Commentary |
|---|---|---|
| Stamps.com (prior), Pitney Bowes (prior), ROKT (current), Onramp Funds (current), Vivi (current), Thinkific Labs (prior) | Technology, shipping/mailing, ecommerce adjacent; not suppliers/customers to NATR’s direct-selling supplements core | No related-party transactions above SEC threshold since 2023; Audit Committee oversight; none disclosed for directors including Katie May . |
Expertise & Qualifications
- Deep ecommerce lifecycle and digital capabilities; founder/operator experience across Australia and U.S. contexts .
- Education: MBA and BBA (Accounting), The University of Texas at Austin .
- Board experience across public and private technology and shipping firms; complements NATR’s digital and consumer ambitions per Governance Committee rationale .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Katie May | 0 | <1% | “No shares held directly or vesting within 60 days” as of Feb 21, 2025; directors must reach 3x annual grant value within 4 years . |
Policies affecting alignment
- Director stock ownership guideline: 3x grant value (e.g., $300,000 based on 2024 $100,000 grant) with 4-year compliance window; 12 months to re-establish if below minimum .
- Hedging, pledging, margin prohibitions apply to directors .
- Director RSUs accelerate upon change in control, which can limit forfeiture risk but maintain alignment via service period .
Governance Assessment
- Strengths: Independent status; dual committee assignments (Compensation, Governance) underpin pay discipline and board quality; independent advisor (F.W. Cook) supports benchmarking; executive sessions and hedging/pledging prohibitions enhance governance; strong say-on-pay (89%) indicates shareholder support of pay practices .
- Alignment watchpoints: As of Feb 21, 2025, Katie May held no NATR shares or vesting awards within 60 days; she has four years to meet the 3x grant value ownership guideline—early-stage alignment is limited but policy provides runway .
- Conflicts/related-party: Company discloses no related-party transactions above SEC threshold since 2023; committee oversight is defined; no interlocks with direct competitors noted .
- Board refreshment/leadership: Chairman transition to a new independent chair post-Annual Meeting supports independent oversight continuity; committee independence at 100% for Audit and Compensation .
- RED FLAGS: None disclosed specific to Katie May (no Section 16 delinquency listings; no related-party transactions; attendance expectations in place). Initial zero ownership is a monitoring point but not a disclosed non-compliance given four-year guideline period .