Nathan Brower
About Nathan Brower
Executive Vice President, General Counsel and Secretary at Nature’s Sunshine Products, Inc. (“NATR”). Appointed EVP, GC & Secretary in December 2017; previously Senior Director, Legal Counsel (May 2015–Dec 2017) . Age 45 (as of 2025); education includes J.D. from University of Idaho and B.A./B.S. in Economics from Weber State University . He supports board-level risk and compliance through the company’s legal function (e.g., Code of Conduct, FCPA, trainings) and is a frequent SEC filing signatory .
Company performance context during his tenure:
- FY 2024: Net sales $454.4M; net income $7.9M; adjusted EBITDA $40.5M; TSR value $78.82 on a $100 investment baseline .
- FY 2023: Net sales $445.3M; net income $16.4M; adjusted EBITDA $40.4M; TSR $122.12 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nature’s Sunshine Products | Senior Director, Legal Counsel | May 2015–Dec 2017 | Prepared to assume GC responsibilities; internal legal leadership . |
| LifeVantage, Inc. (NASDAQ: LFVN) | Associate General Counsel | Jul 2011–May 2015 | Network marketing compliance and corporate legal experience . |
| Dorsey & Whitney | Associate | Prior to 2011 (not specified) | Corporate/securities law foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Impact Foundation (Lehi, UT) | President (volunteer) | Ongoing; documented 2022–2024 | Serves as President; volunteer-led foundation; no compensation per latest filings . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) |
|---|---|---|---|
| 2024–2025 | Not disclosed | Not disclosed | Not disclosed |
- Brower is an executive officer but not listed as a Named Executive Officer (NEO) in NATR’s 2024/2025 proxy Summary Compensation Tables; his specific compensation is not disclosed . He is included in “Executive Officers” biographies .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Brower | — | — | — | — | — |
Context on company incentive design (NEOs): Annual cash incentives for NEOs are primarily tied to corporate Revenue and Adjusted EBITDA (generally 50/50 for CEO/CFO), with FX set to budget; PRSUs tied to multi-hurdle adjusted EBITDA; time-based RSUs vest over 3 years . In 2024, NEO payouts averaged ~60% of target; in 2023, ~160% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership | 46,735 shares after Nov 14, 2025 sale . |
| Ownership % of shares outstanding | ~0.25% (46,735 / 18,483,501 record-date shares) . |
| Vested vs unvested | Not disclosed specifically for Brower (NEO tables only) . |
| Options (exercisable/unexercisable) | Not disclosed for Brower . |
| Hedging/pledging | Prohibited for executive officers and directors by Insider Trading Policy . |
| Ownership guidelines | NEO guidelines disclosed (CEO 3x salary, CFO 2x, other NEOs 1x); company notes compliance for NEOs; guideline applicability to non-NEO executive officers not specified in proxy . |
Insider activity (trading signals):
- Aug 13, 2025: Sold 9,996 shares (~$165,333) .
- Nov 14, 2025: Sold 3,800 shares at $20.81 ($79,078); post-transaction direct holdings 46,735 shares .
- 2023 late Section 16 Form 4 noted for RSU-related tax withholding (administrative timing; company disclosed late filings across multiple officers) .
Note: Form 4 feed retrieval failed due to API authorization; cross-referenced public articles reporting Form 4 details and company proxy disclosures. We attempted to fetch insider trades via the insider-trades skill but received a 401 Unauthorized error.
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | EVP GC & Secretary since Dec 2017; with NATR since May 2015 . |
| Contract term, severance, change-of-control | Not specifically disclosed for Brower. NEO agreements include severance (12 months of salary and COBRA; CEO 18 months) and change-in-control lump sums (multiples of salary+target bonus) with equity vesting mechanics; no tax gross-ups . |
| Non-compete/non-solicit/garden leave | Not disclosed for Brower. |
| Clawback | Company Incentive Compensation Recovery Policy aligned with SEC/Nasdaq rules . |
| Insider Trading Policy | Company prohibits hedging, pledging, and margin accounts for executive officers/directors . |
Performance & Track Record (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $421.9 | $445.3 | $454.4 |
| Net Income ($USD Millions) | $0.55 | $16.4 | $7.9 |
| Adjusted EBITDA ($USD Millions) | $32.0 | $40.4 | $40.5 |
| TSR (value of $100 baseline) | $98.35 (2022) | $122.12 (2023) | $78.82 (2024) |
Additional SPGI fundamentals (for cross-check):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $421.9 | $445.3 | $454.4 |
| EBITDA ($USD Millions) | $27.3* | $35.4* | $34.3* |
| Net Income ($USD Millions) | $(0.39) | $15.1 | $7.7 |
*Values retrieved from S&P Global.
Governance, Committees, and Signatory Activity
- Brower signed multiple Item 5.02 8-Ks on officer compensation changes (2024 and 2025), evidencing his role in corporate governance and SEC compliance .
- Legal department supports risk management oversight, compliance trainings, cybersecurity governance reporting to Board committees .
Compensation Peer Group & Say-on-Pay (Context)
- Peer groups used for benchmarking include personal products/specialty retail peers (e.g., Nu Skin, USANA, Medifast, Vital Farms, Honest Company), updated in 2024 to inform 2025 decisions .
- Say-on-Pay approval: 89% (May 7, 2024) and 94.3% (May 3, 2023), reflecting investor support for NEO pay design .
Investment Implications
- Alignment: Prohibition on hedging/pledging reduces misalignment risks; Insider Trading Policy and Clawback provide robust governance backstops .
- Selling pressure: Two 2H25 open-market sales by Brower (total ≈13.8K shares) are modest relative to holdings and float; one Form 4 indicates tax withholding behavior in 2023 rather than discretionary selling . Monitor for adoption/updates to any Rule 10b5-1 plans (not disclosed).
- Retention risk: Specific severance/CIC economics for Brower are not disclosed, limiting inference on protections. Company-level NEO terms are competitive and include equity acceleration under certain conditions, which, while not confirmed for Brower, suggest a broader framework that can support executive retention .
- Execution signals: Company adjusted EBITDA remained resilient 2023–2024; TSR declined in 2024 from 2023 highs. Governance continuity (frequent SEC signatory role) and legal oversight support risk management, particularly amid leadership transitions (new CEO in Oct 2025) .
Overall: Brower’s role emphasizes compliance and governance alignment rather than direct P&L levers. Insider activity appears measured; policy constraints (no hedging/pledging) and clawbacks strengthen alignment. Focus monitoring on future Form 4s (grant/vest cadence), any disclosed employment terms, and governance disclosures tied to the 2025 leadership transition.