Kenneth Romanzi
About Kenneth Romanzi
Kenneth G. Romanzi, age 65, was appointed Chief Executive Officer and Director of Nature’s Sunshine Products, Inc. effective October 29, 2025; he holds a B.S. in Finance and Accounting from Babson College, where he serves as a Trustee and Chair of the Governance Committee . He is a veteran CPG operator and prior CEO of B&G Foods, where he expanded full-year revenue from $1.6B to $2.0B, improved profitability and reduced leverage, with prior senior roles at Nabisco, Hasbro, Ocean Spray, WhiteWave, and private equity advisory posts at Ronin Equity Partners and Astara Capital . Company context: NATR’s 2024 net sales were $454.4M, net income $7.9M, adjusted EBITDA $40.3M, and the three-year TSR indicator stood at $78.82 (from a $100 base on 12/31/2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B&G Foods, Inc. | President & CEO; Director | 2019–2020 | Expanded revenue from $1.6B to $2.0B; improved profitability; reduced leverage; multiple acquisitions |
| B&G Foods, Inc. | EVP & Chief Operating Officer | 2017–2019 | Led operations transformation prior to CEO role |
| Nabisco | President roles incl. Direct-Store-Door sales org. | Prior years | Oversaw 10,000-person delivery system, 115 warehouses, $1B+ operating budget |
| The Ultimate Juice Company (Naked Juice) | President & CEO | Prior years | Led brand subsequently acquired by PepsiCo, Inc. |
| Hasbro, Inc. | President, U.S. toys division | Prior years | Led U.S. toys business |
| Ocean Spray Cranberries, Inc. | SVP & COO Global Brands | 2013–2015 | Drove global expansion into China, Middle East, South America |
| Ocean Spray Cranberries, Inc. | SVP & COO North America F&B | 2004–2013 | Ran North American food & beverage operations |
| WhiteWave Foods Corp. | President, Fresh Foods | 2016–2017 | Led Fresh Foods prior to acquisition by Danone |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Babson College | Trustee; Chair, Governance Committee | Current | Governance leadership; Alma mater B.S. Finance & Accounting |
| Ronin Equity Partners | Operating Partner | May 2021–Oct 2025 | Private equity operating role |
| Astara Capital Partners | Strategic Advisor | Sep 2022–Oct 2025 | Private equity advisory role |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $850,000 per year | |
| Target Bonus % | 100% of annual salary | |
| Bonus Max | Greater of 175% of target or the plan’s maximum | |
| Car Allowance | $1,500 per month | |
| Employee Benefits | Eligible for retirement/savings, health, term life, LTD, and other plans per similarly situated employees |
Performance Compensation
- Initial time-based RSU grant: $1,500,000 fair value within five days of Start Date; vests equally over three years from Effective Date, subject to continued service .
- Initial performance-contingent RSU grant (PSUs): $1,500,000 fair value; vesting based on Board-set performance targets defined in award agreements .
- 2026 equity: RSUs with grant date fair value of no less than $1,500,000 in March 2026; evenly split between time-based RSUs and PSUs, with PSU targets set by the Board .
- Company Clawback Policy: applies to recovery of erroneously awarded incentive compensation upon certain accounting restatements per Section 10D and NASDAQ listing standards .
Equity Ownership & Alignment
| Item | Details | Source |
|---|---|---|
| Stock Ownership Guidelines (CEO) | Minimum 3x annual base salary | |
| Hedging/Pledging | Prohibited for executive officers and directors; no short sales, pledging, or margin accounts | |
| Initial RSU/PSU Grants | RSUs $1.5M (time-based over 3 years); PSUs $1.5M (performance-based per Board targets) | |
| Ownership Compliance | Guidelines and policies apply; beneficial ownership as a % of shares outstanding not yet disclosed for Mr. Romanzi |
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Start Date & Role | CEO; Director; Start Date Oct 29, 2025 | |
| Permitted Outside Activities | Passive holdings ≤2% of any public company; board roles with prior notice & Board approval; non-compete on competing activities | |
| Place of Performance | Lehi, UT HQ or within 50 miles; travel as required | |
| Indemnification & D&O | Broad indemnification with advancement of expenses; maintain D&O insurance | |
| Non-Compete | 12 months post-employment; prohibits competitive MLM/distribution of herbs, vitamins, supplements; passive ownership exemption up to 2% | |
| Termination – Without Cause / Good Reason | Installment severance equal to 18 months of base salary; Company-paid COBRA for 18 months; pro-rated bonus for year of termination | |
| Change-in-Control (Double Trigger) | Lump-sum equal to 1.5x (salary + target bonus); COBRA for 18 months; applies to termination not for Cause or Good Reason within 18 months of CoC or in anticipation | |
| Arbitration | AAA employment arbitration in Utah County; class waiver; injunctive relief carve-out | |
| Tax Provisions | Section 409A compliance; 280G cutback to maximize net after-tax amount |
Board Governance
- Board service: Appointed to the Board concurrent with CEO role; as an employee-director, he is not independent under NASDAQ standards .
- Board leadership: Separate Chairman and CEO; Heidi Wissmiller serves as Chairman as of the appointment announcement, mitigating dual-role concerns .
- Committee roles: Not disclosed for Mr. Romanzi; Board committees (Audit, Compensation, Governance, Risk) are 100% independent per charter .
Director Compensation
| Component | Amount | Notes/Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $65,000 | Employee directors (e.g., CEO) receive no additional fees |
| Chairman additional retainer | $55,000 | |
| Committee Chair retainers | Audit $25,000; Comp $19,500; Governance $12,500; Risk $12,500 | |
| Committee Member retainers | Audit $10,000; Comp $7,500; Governance $5,000; Risk $5,000 | |
| Annual equity grant (non-employee directors) | RSUs with $100,000 grant date value; one-year vest; accelerated upon change in control | |
| Product credit | $750 per year |
Performance & Track Record
- Value creation track record: As CEO of B&G Foods, drove strategic transformation including revenue expansion to $2.0B, profitability improvement, deleveraging, and M&A execution .
- Company performance context: 2024 net sales $454.4M, adjusted EBITDA $40.3M, net income $7.9M, TSR $78.82 vs $100 base at 12/31/2021 .
Compensation Peer Group & Say-on-Pay
- Peer group: Specialty retail/personal products peers used for benchmarking; updated in 2024 for 2025 decisions (e.g., Honest, Vital Farms, Oil-Dri added; list maintained by F.W. Cook) .
- Say-on-Pay: 89% approval at May 7, 2024 annual meeting; Compensation Committee retained pay-for-performance structure .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; insider trading policy in place .
- Strong non-compete and confidentiality obligations mitigate post-termination competitive risk .
- No tax gross-ups disclosed; 280G mitigation via cutback .
- Related party transactions: none above thresholds since 2023, per Audit Committee review .
Investment Implications
- Compensation alignment: High mix of at-risk pay via PSUs and sizable time-based RSUs aligns CEO incentives with revenue/EBITDA/stock performance; clawback policy and ownership guidelines reinforce alignment .
- Retention and selling pressure: Annual RSU vesting over three years and performance-based vesting on PSUs may create event-driven liquidity windows; insider trading policy and hedging/pledging prohibitions reduce misalignment risk .
- Change-in-control economics: 1.5x salary+target bonus and 18 months COBRA provide market-standard protection; double-trigger structure is shareholder-friendly relative to single-trigger accelerations .
- Governance: Separate Chair/CEO and independent committees mitigate dual-role independence concerns as Mr. Romanzi joins the Board; employee-director status avoids director fee stacking .