Robert Straus
About Robert Straus
Robert Straus, 54, has served as an independent director of Nature’s Sunshine Products, Inc. since June 2017; he currently chairs the Compensation Committee and serves on the Governance Committee . He is a Portfolio Manager at Wynnefield Capital Management, LLC (since April 2015), with prior experience as a Managing Director or Senior Analyst at several investment banks over nearly 20 years; he holds a B.S.B.A. from the University of Hartford and an M.B.A. from Bentley College . The Board has determined he is independent under NASDAQ standards, while expressly considering his affiliation with Wynnefield Capital, a significant shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several investment banks | Managing Director / Senior Analyst | Nearly 20 years | Capital allocation and strategy assessment experience |
| S&W Seed Company (NASDAQ: SANW) | Director | Jan 2018 – Oct 2022 | Agriculture sector oversight; board-level governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TechPrecision (public company) | Director | Since Dec 2024 | Not disclosed |
| MK Acquisition LLC (private) | Director | Since May 2015 | Brand oversight; not disclosed |
| Appalachian Mountain Club (AMC) | Board of Advisors | Since Dec 2021 | Advisory role |
| Hollender Sustainable Brands LLC | Director (prior) | Not disclosed | Not disclosed |
| B Lane, Inc. dba Fashion to Figure | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee (Chair); Governance Committee (member) .
- Independence: Board affirmed independence for all current directors except the CEO; in Straus’s case, independence was affirmed notwithstanding his Wynnefield affiliation .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation, Governance, Audit, and Risk Management each held four meetings in 2024 .
- Compensation Committee practices: Authorized to engage independent compensation consultants; has retained F.W. Cook for advice on equity and cash compensation; committee members must be independent under NASDAQ and SEC rules .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | Pro-rated for partial year service |
| Committee Chair fee (Compensation) | $19,500 | Annual retainer |
| Committee Member fee (Governance) | $5,000 | Annual retainer |
| Product credit | Up to $750 | Annual product credit |
| 2024 – Fees Earned or Paid in Cash (Straus) | $86,167 | Actual 2024 cash compensation |
| 2024 – All Other Compensation (Straus) | $185 | Reported for 2024 |
| 2024 – Total (Straus) | $186,352 | Sum of cash, stock awards, other comp |
Equity compensation structure is provided in Performance Compensation below .
Performance Compensation
| Item | Detail | Notes |
|---|---|---|
| 2024 RSU grant (Straus) | 5,236 RSUs | Granted May 6, 2024 to each non-executive director (except Mr. Fasching) |
| Grant-date fair value (2024 – Straus) | $100,000 | Director stock awards reported for 2024 |
| Vesting | One-year vest until next Annual Meeting | Subject to continued Board service |
| Change-in-control | Accelerated vesting in full | On change in control |
| Share delivery timing | Earlier of director’s Board separation or two years post full vest | Two-year restriction period after vesting |
| Options | None granted in 2024 | Director option awards outstanding disclosed separately below |
No disclosed performance metrics (e.g., TSR, EBITDA) tied to director equity awards; director equity is time-vested RSUs with change-in-control acceleration .
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict/Interlock |
|---|---|---|
| Wynnefield Capital stake | Wynnefield beneficial ownership: 2,473,686 shares (13.4%) | Straus is a Portfolio Manager at Wynnefield; Board considered this in affirming independence |
| Fosun stake | 2,918,774 shares (15.8%); director Rong Yang linked to Fosun | Illustrates shareholder representation dynamics; not directly linked to Straus |
| TechPrecision (public) | Straus joined board Dec 2024 | External public board role; committees not disclosed |
| S&W Seed Company (public, prior) | Director Jan 2018 – Oct 2022 | Prior public company board service |
Expertise & Qualifications
- Capital allocation and strategy: Extensive experience assessing capital programs, evaluating strategy, and conducting in-depth due diligence; Board cited these as strengths .
- Financial background: Nearly two decades in investment banking roles; currently portfolio manager at Wynnefield .
- Education: B.S.B.A., University of Hartford; M.B.A., Bentley College .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Straus) | 63,778 shares | Less than 1% of class |
| Shares outstanding (reference) | 18,483,501 | As of Feb 21, 2025 |
| Percent of class (Straus) | <1% | Reported as less than 1% |
| Direct shares | 23,242 | Held directly |
| Options (exercisable) | 25,000 | Included in beneficial ownership |
| Vested awards (within 60 days) | 15,536 | Included in beneficial ownership |
| Outstanding Awards (as of Dec 31, 2024) | Count | Notes |
|---|---|---|
| Outstanding Stock Awards (RSUs) | 20,772 | Unvested RSUs outstanding |
| Outstanding Option Awards | 25,000 | Options outstanding |
Director stock ownership guidelines require ownership of at least 3x the annual equity grant; due to a recent increase in grant values and a lower stock price, some directors fell out of compliance but are expected to return to compliance over time .
Governance Assessment
- Independence and conflicts: Independence affirmed despite Straus’s Wynnefield affiliation; Wynnefield is a 13.4% holder, representing a potential influence channel; Board disclosure explicitly addresses this, which is a positive transparency signal but still a monitoring point for conflicts .
- Committee leadership: As Compensation Committee Chair, Straus oversees executive and director pay programs and can engage independent consultants; F.W. Cook has been retained, mitigating consultant conflict risks and supporting pay-for-performance rigor .
- Attendance and engagement: Board met six times in 2024; directors attended ≥75% of board and committee meetings; committee cadence was four meetings, suggesting active oversight .
- Pay structure and alignment: 2024 compensation for Straus was $86,167 cash and $100,000 equity with time-based RSUs and change-in-control acceleration; time-based RSUs and the presence of outstanding options (25,000) provide ownership exposure, though the absence of performance-conditioned PSUs dilutes direct pay-for-performance linkage at the director level .
- Ownership guidelines: Directors must hold 3x the annual equity grant; disclosure notes some fell out of compliance due to stock price decline and higher grant values—watch for formal compliance status updates; Straus’s beneficial ownership totals 63,778 shares (<1%) with clear breakdown provided .
- Related-party exposure: No specific related-party transactions involving Straus are disclosed in the proxy; fees for another director (Yang) were paid to Fosun Pharma, highlighting broader shareholder-linked relationships on the board but not implicating Straus directly .
RED FLAGS: Potential influence via Wynnefield’s 13.4% stake and Straus’s role at Wynnefield (independence addressed by the Board, but remains a key monitoring risk) . Absence of performance-based director equity (PSUs/TSR metrics) reduces pay-for-performance alignment for directors, though common in market practice . Stock ownership guideline compliance slippage (general disclosure) warrants follow-up on individual compliance statuses .