Rong Yang
About Rong Yang
Rong Yang, 46, has served as an independent director of Nature’s Sunshine Products, Inc. since 2022. He is Chief Executive Officer of Fosun Pharma USA Inc. and the Chief Representative of the Fosun Group in the United States. He holds a Bachelor’s degree from Beijing Foreign Studies University, a Master of Economics from Nankai University, and an MBA from Harvard University. The Board has determined he is independent (considering his affiliation with a major shareholder) and serves on the Audit and Risk Management Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer US LLC | Various senior positions, including VP, Head of Specialty Sales; VP, Business Insight US; VP, Finance & Strategy Americas | Nearly 20 years (roles prior to 2022) | Senior leadership in sales, finance, and strategy across the Americas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fosun Pharma USA Inc. | Chief Executive Officer | Since Jan 2022 | Affiliates with Fosun Group, a significant NATR shareholder |
| Fosun Group (U.S.) | Chief Representative | Since Jan 2022 | Board considered this affiliation in independence determination |
Board Governance
- Committee assignments: Audit Committee (member) and Risk Management Committee (member). The Audit Committee met 4 times in 2024 and all members are independent and designated “audit committee financial experts”; the Risk Management Committee met 4 times in 2024.
- Independence: All current directors except the CEO are independent; the Board expressly considered Mr. Yang’s affiliation with Fosun Pharma (a shareholder) in making independence determinations.
- Attendance: The Board held six meetings in 2024; each Board member attended 75% or more of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions and leadership: Separate Chair and CEO; regular executive sessions of independent directors at Board and committee levels.
- Hedging/pledging prohibitions: Directors are prohibited from hedging and pledging company stock.
- Related-party transactions: Since the beginning of 2023, no related-party transactions above the SEC threshold were reported.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | All members independent; each designated an audit committee financial expert |
| Risk Management | Member | 4 | Oversees enterprise risk management and legal/regulatory risk |
Fixed Compensation
| Component | Policy/Rate | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | Pro-rated for partial year |
| Chairman additional retainer | $55,000 | If applicable |
| Committee chair retainers | Audit $25,000; Compensation $19,500; Governance $12,500; Risk Management $12,500 | |
| Committee member retainers | Audit $10,000; Compensation $7,500; Governance $5,000; Risk Management $5,000 | |
| Product credit | $750 per year | Director product purchases |
| Director Compensation (2024) | Fees Earned/Paid in Cash | Stock Awards (Grant Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Rong Yang | $76,667 | $100,000 | $— | $176,667 |
| Notes | Fees paid to Fosun Pharma (Mr. Yang’s employer) |
Performance Compensation
| Award Type | Grant Date | Shares / Grant Value | Vesting Terms | Settlement/Acceleration |
|---|---|---|---|---|
| RSUs (Annual Director Grant) | May 6, 2024 | 5,236 RSUs; grant date value $100,000 | Vest over one year from grant until next Annual Meeting, subject to Board service | Delivery upon earlier of separation or two years after vesting; accelerated upon change in control |
Directors receive time-based RSUs; no performance-conditioned equity (e.g., PSUs) is disclosed for non-employee directors.
Other Directorships & Interlocks
- Mr. Yang’s proxy biography lists executive roles at Fosun but does not list other current public-company directorships.
- Interlock/affiliation: Fosun International Ltd. beneficially owns approximately 15.8% of NATR. The Board considered Mr. Yang’s affiliation with Fosun in determining independence.
- Payment direction: Director fees for Mr. Yang were paid to Fosun Pharma.
Expertise & Qualifications
- Finance and audit oversight: Member of the Audit Committee; the Board determined all Audit Committee members are “audit committee financial experts.”
- International and operating experience: Two decades in senior roles at Bayer US across sales, insights, finance, and strategy; current leadership at Fosun Pharma USA.
- Education: Bachelor’s (Beijing Foreign Studies University); Master of Economics (Nankai University); MBA (Harvard University).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 7,658 shares; less than 1% of outstanding |
| Outstanding stock awards (unvested/undelivered) | 22,249 RSUs |
| Options | None disclosed for Mr. Yang |
| Director stock ownership guideline | 3x annual equity grant value (example: $300,000 based on $100,000 grant); 4 years to comply; 12 months to re-establish compliance if below minimum |
| Compliance note (Board-wide) | Some directors fell out of compliance due to increased grant values and stock price decline; Board anticipates future compliance over time |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
-
Strengths
- Independence and committee roles: Independent director on Audit and Risk Management; Audit Committee designated “financial expert” status for all members, signaling appropriate financial oversight capability.
- Engagement: Board met 6 times in 2024; each director attended ≥75% of Board and committee meetings; all attended the 2024 Annual Meeting.
- Pay alignment structure for directors: Simple cash retainer plus time-based RSUs with standard annual vesting; modest perquisites; change-in-control acceleration is standard for directors.
- Risk controls: Robust prohibitions on hedging/pledging; regular independent director executive sessions; active risk oversight via committee structure.
- Related-party safeguards: No related-party transactions above SEC thresholds since 2023; Audit Committee oversees related-party review.
-
Potential concerns / Watch items
- Shareholder affiliation: Mr. Yang’s employer (Fosun) is affiliated with a 15.8% shareholder; the Board considered this in its independence determination. This is a governance sensitivity to monitor for conflicts, especially in capital allocation or strategic transactions.
- Fee direction: Director fees paid to Fosun Pharma rather than directly to Mr. Yang reinforces the affiliation; continue monitoring for any related-party transactions or influence.
- Stock ownership guideline status: Board notes some directors are temporarily out of compliance due to market factors; track progress back to compliance.
-
Broader shareholder sentiment
- Say-on-Pay received 89% support in 2024, indicating generally positive investor sentiment on compensation governance.