Shane Jones
About Shane Jones
Shane Jones is Executive Vice President and Chief Financial Officer of Nature’s Sunshine, appointed effective December 30, 2022; he is 54 with two years of tenure at the time of the 2025 proxy and holds an MBA and BS in Finance from Brigham Young University . Corporate performance during his tenure: 2023 net sales were $445.3M with adjusted EBITDA of $40.4M and TSR of $122.12 (from a $100 investment on 12/31/2021), while 2024 net sales were $454.4M, adjusted EBITDA $40.3M, net income $7.9M and TSR of $78.82, reflecting FX headwinds and flat EBITDA year over year . The company’s incentive framework emphasizes pay-for-performance tied to revenue and adjusted EBITDA, and NEO ownership guidelines require the CFO to hold stock equal to 2x salary; hedging and pledging are prohibited and all NEOs currently meet guidelines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FullSpeed Automotive | Chief Financial Officer | Jan 2022–Dec 2022 | Finance leadership for large auto aftermarket operator |
| West Marine | Chief Financial Officer | Jan 2020–Aug 2021 | CFO of private equity–owned DTC retailer |
| 1-800 Contacts | CFO & COO | Feb 2018–Feb 2019 | Finance/operations leadership in DTC |
| Backcountry.com | Chief Financial Officer | Dec 2015–Feb 2018 | CFO in outdoor e-commerce |
| Amazon.com; L Brands; Yum! Brands | Senior finance roles | Various | Senior finance experience at scale retailers/brands |
| Nature’s Sunshine | EVP & CFO | Dec 2022–present | Executive finance leadership, analytics, digital experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No outside directorships disclosed for Jones |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $430,000 | $460,000 | $478,400 (effective Mar 4, 2025) |
| Target Bonus % of Salary | 60% | 70% | Not disclosed (base increased) |
| Actual Annual Cash Incentive ($) | $412,542 | $193,522 | N/A |
Performance Compensation
Annual Cash Incentive Structure and 2024 Outcomes (CFO)
| Metric | Weighting | Compensation Target at Risk ($000) | Corporate Actual | Payout ($000) | Payout % |
|---|---|---|---|---|---|
| Corporate Revenue | 50% | 161 | $462,673k (FX-adjusted) | 107.870 | 67% |
| Corporate Adjusted EBITDA | 50% | 161 | $45,053k (FX-adjusted) | 85.652 | 53% |
| Total | 100% | 322 | — | 193.522 | 60% |
- 2024 plan metrics: 50/50 split between corporate revenue and adjusted EBITDA for CFO, with FX set to budget rates to isolate operational performance . Payout curve tables specify thresholds/targets for each metric and payout scaling from 25% to 200% of target .
Equity Awards and Vesting Design
| Equity Element | Grant Design | Vesting | Key 2023/2024 Grants |
|---|---|---|---|
| Time-based RSUs | 50% of annual equity value | Straight-line in three equal annual installments | CFO RSUs granted Apr 20, 2023; Mar 11, 2024; initial hire RSUs vest over 3 years |
| Performance RSUs (PRSUs) | 50% of annual equity value | 50% vests upon achievement of adjusted EBITDA hurdle; 50% vests one year after certification | 2023 PRSUs: 3 EBITDA hurdles (rolling 12 months), achieve by 12/31/2026 ; 2024 PRSUs: 4 EBITDA hurdles, equal weighting, achieve by 12/31/2026, expire 3/11/2027 |
| CFO Stock Awards (Grant-Date Fair Value) | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs/PRSUs ($) | $550,004 | $515,993 | $552,000 |
Vesting Schedules (select CFO awards):
- Dec 19, 2022 RSUs: vest in three equal annual installments (time-based) .
- Apr 20, 2023 RSUs: vest in three equal annual installments (time-based) .
- Apr 20, 2023 PRSUs: three adjusted EBITDA hurdles, 50% immediate on achievement, 50% one year later (rolling 12 months; achieve by 12/31/2026) .
- Mar 11, 2024 RSUs: vest in three equal annual installments (time-based) .
- Mar 11, 2024 PRSUs: four adjusted EBITDA hurdles, equal weighting, 50% immediate, 50% after one year; must be achieved by 12/31/2026 (expire 3/11/2027) .
Equity Ownership & Alignment
| Ownership Metric (as of record dates) | Value |
|---|---|
| Beneficial ownership (2/21/2025) | 47,927 shares; includes 13,344 vested within 60 days and 34,583 held directly; <1% of outstanding |
| Shares outstanding (2/21/2025) | 18,483,501 |
| Unvested/Unearned RSUs (12/31/2024) | 94,661 units; market value $1,387,731 (@ $14.66) |
| Options | None disclosed for CFO |
| Ownership guidelines | CFO: 2x annual base salary; all NEOs currently satisfy |
| Hedging/Pledging | Prohibited under Insider Trading Policy |
| Insider selling pressure indicators | Late Form 4 for Jones relating to shares sold to pay RSU withholding taxes (administrative, not discretionary selling) |
Employment Terms
| Provision | Term |
|---|---|
| Employment start date | Dec 30, 2022 |
| Initial base salary and target bonus | $430,000 base; 60% target bonus |
| Severance (without cause or resign for good reason) | 12 months of base salary paid in installments; 12 months COBRA reimbursement; pro-rata bonus at target, timing aligned with general bonus payout |
| Change-in-Control (CiC) economics | Lump sum equal to 1.25x base salary plus 1.25x target bonus; 12 months COBRA reimbursement; equity awards vest in full except PRSUs granted in 2022–2024 vest only if conditions met; double-trigger (termination or good reason within 18 months of CiC or in anticipation) |
| CiC quantified (as of 12/31/2024) | Base salary continuation $575,000; COBRA $20,580; bonus multiple $402,500; accelerated equity $976,957; Total $1,975,037 |
| Death/Disability | Same as termination without cause; equity vesting accelerated |
| Non-compete | 12 months post-employment; prohibits roles with multilevel marketing or competitive distribution in herbs, vitamins, nutritional supplements; passive public holdings up to 2% allowed |
| Non-solicit | 12 months; employees, distributors/customers, suppliers/vendors |
| Clawback policy | Recovery of erroneously awarded incentive compensation upon restatement per SEC/Nasdaq rules |
| Tax gross-ups | No tax gross-ups upon termination |
Performance & Track Record
- 2023: Net sales $445.3M (+5.5% YoY) and adjusted EBITDA $40.4M (up from $32.0M in 2022); strong Asia and North America growth; 2023 TSR value $122.12 from a $100 investment on 12/31/2021 .
- 2024: Net sales $454.4M (+2.0% YoY) and adjusted EBITDA $40.3M; net income $7.9M; TSR value $78.82, reflecting market reset; annual bonuses paid at 60% of target for CFO given outcomes .
- The compensation framework aligns annual incentives to revenue and adjusted EBITDA with PRSUs tied to multi-quarter EBITDA hurdles, supporting medium-term value creation focus .
Compensation Committee Analysis and Say‑on‑Pay
- External advisor: F.W. Cook engaged for peer benchmarking; peer group includes specialty retail/personal products names (e.g., Nu Skin, USANA, Medifast, Vital Farms) with updates in 2024 to support 2025 decisions .
- Say‑on‑Pay approvals: 89% in 2024; 94.3% in 2023; annual vote frequency retained .
Related Party Transactions and Governance Risk
- No related party transactions above SEC thresholds since 2023 .
- Insider Trading Policy prohibits hedging and pledging; Audit and Compensation Committees are fully independent .
Compensation Structure Analysis
- Mix and shifts: CFO cash bonus fell from $412,542 (160% of target) in 2023 to $193,522 (60% of target) in 2024, consistent with lower payout factors on revenue/EBITDA; equity was steady by grant value ($516k in 2023, $552k in 2024), with continued emphasis on PRSUs tied to multi-quarter EBITDA .
- Options vs RSUs: Company does not currently plan to grant stock options; executive equity is RSUs/PRSUs, which lower exercise‑price risk for executives relative to options .
- Ownership alignment: CFO subject to 2x salary ownership requirement, currently in compliance; hedging/pledging bans reduce misalignment risk .
Investment Implications
- Pay-for-performance alignment: Annual incentives directly tied to revenue and adjusted EBITDA, and PRSUs tied to multi-quarter EBITDA hurdles, align management with operational execution over 12–36 months; 2024 payouts reset to 60% amid modest results, signaling discipline .
- Retention and CiC economics: CFO severance (12 months) and double-trigger CiC multiple (1.25x salary+bonus) are moderate; combined with sizable unvested RSUs/PRSUs ($1.39M at 12/31/2024), these reduce near‑term departure risk but create potential vesting‑related supply when units deliver .
- Insider selling pressure: Reported Form 4 sales were tax‑related to RSU vesting; pledging is prohibited, which mitigates forced selling risk; monitoring PRSU certification windows through 2026 is prudent for supply timing .
- Governance and say‑on‑pay: Strong shareholder support (89–94%) and independent committee oversight lower governance friction; no related‑party transactions or tax gross‑ups indicate investor‑friendly practices .