Steven Fasching
About Steven Fasching
Steven Fasching, age 56, is an independent director of Nature’s Sunshine Products, Inc. (NATR) appointed in November 2024; he serves on the Audit and Compensation Committees . He is Chief Financial Officer at Deckers Brands and previously held senior finance and strategy roles there since 2011 . He holds a B.S. in Business Administration from Pepperdine University, an MBA from UCLA Anderson, and completed The Executive Program for Prospective CFOs at Chicago Booth . The Board has determined he is independent under NASDAQ standards and the Audit Committee identifies all members as audit committee financial experts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deckers Brands | Chief Financial Officer | Jun 2018 – present | Executive finance leadership; public company experience |
| Deckers Brands | SVP, Corporate Strategy, Planning & IR | Feb 2018 – Jun 2018 | Strategy and investor relations expertise |
| Deckers Brands | VP, Strategy & IR | Jan 2016 – Feb 2018 | Capital markets and strategy |
| Deckers Brands | VP, Strategic Financial Planning | Aug 2011 – Jan 2016 | Long-term financial planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deckers Brands (NYSE: DECK) | Chief Financial Officer | Jun 2018 – present | External executive role; no other public company directorships disclosed in NATR proxy |
| Nature’s Sunshine Products | Director | Nov 2024 – present | Independent; Audit and Compensation member |
Board Governance
- Independence: The Board determined all current directors and nominees except the CEO are independent under NASDAQ rules; Fasching is listed as independent .
- Committees: Audit Committee (members: Chair Christopher Teets, Steven Fasching, Richard Moss, Tess Roering, Rong Yang; four meetings in 2024) and Compensation Committee (members: Chair Robert Straus, Steven Fasching, Katie May, Richard Moss, Tess Roering; four meetings in 2024) .
- Attendance: Board held six meetings in 2024; each director serving at the time attended at least 75% of board and committee meetings; all attended the 2024 Annual Meeting .
- Audit Committee report: Signed by the committee including Fasching, confirming oversight of audited financials and auditor independence .
Fixed Compensation
| Component | Details | 2024 Amounts |
|---|---|---|
| Annual cash retainer | Non-employee directors receive $65,000; Chairman receives additional $55,000 (prorated for partial year) | $65,000 (director), $55,000 (Chair add’l) |
| Committee retainers | Chair: Audit $25,000; Compensation $19,500; Governance $12,500; Risk $12,500. Member: Audit $10,000; Compensation $7,500; Governance $5,000; Risk $5,000 | As listed |
| Product credit | $750 per year | $750 |
| Reimbursement | Travel and related expenses reimbursed | Policy in place |
Director compensation (FY2024) for Steven Fasching:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Steven Fasching | $12,604 | $50,000 | $— | $62,604 |
RSU grant specifics:
- Grant dates and share counts: 2,869 RSUs granted on Nov 11, 2024 in connection with appointment; other directors received 5,236 RSUs on May 6, 2024 .
- Vesting and delivery: RSUs vest over one year until the next Annual Meeting, subject to continued service; accelerated in full upon change in control; shares delivered upon earlier of director’s separation or expiration of two-year restriction period after vesting .
Performance Compensation
| Element | Metrics | Status |
|---|---|---|
| Director equity awards | Performance metrics (e.g., revenue, EBITDA, TSR) tied to director compensation | None disclosed; director equity is time-based RSUs with one-year vesting |
Other Directorships & Interlocks
| Person | External Board Roles | Interlocks/Conflicts |
|---|---|---|
| Steven Fasching | No other public company directorships disclosed in NATR proxy; external role as CFO at Deckers Brands | No related-party transactions above threshold since 2023; Board considered affiliations of certain directors (Wynnefield, Fosun) but not Fasching |
Expertise & Qualifications
- Financial expertise: Audit Committee states all members are independent directors and audit committee financial experts; Fasching is a member .
- Education: B.S. Business Administration (Pepperdine), MBA (UCLA Anderson), Executive Program for Prospective CFOs (Chicago Booth) .
- Public company experience: Extensive finance and governance experience at consumer-oriented public company (Deckers) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | — (none) | As of Feb 21, 2025; less than 1% |
| Shares outstanding | 18,483,501 | Record date Feb 21, 2025 |
| Outstanding stock awards | 2,869 RSUs | Granted Nov 11, 2024 |
| Options | None outstanding for Fasching | — |
| Pledging/hedging policy | Prohibits hedging, pledging, and short sales for directors | |
| Director ownership guidelines | Minimum value equal to 3x annual equity grant ($300,000 based on $100,000 grant in May 2024); 4 years to comply; 12 months to reestablish if below |
Compensation Structure Analysis
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | $55,000 | $65,000 |
| Chairman additional retainer | $25,000 | $40,000 | $55,000 |
| Audit Chair fee | $20,000 | $20,000 | $25,000 |
| Compensation Chair fee | $15,000 | $15,000 | $19,500 |
| Governance Chair fee | $10,000 | $10,000 | $12,500 |
| Risk Chair fee | $10,000 | $10,000 | $12,500 |
| RSU annual grant value | $100,000 | $100,000 | $100,000 |
Observations:
- Shift towards higher chair retainers in 2024, increasing governance and risk oversight compensation .
- Equity grants remained RSU-based with stable grant-date value, emphasizing alignment via time-based ownership rather than performance hurdles for directors .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Annual Meeting (May 1, 2024) | 2025 Annual Meeting (Apr 30, 2025) |
|---|---|---|
| Say-on-Pay votes For | 10,834,993 | 10,386,113 |
| Against | 1,349,321 | 412,200 |
| Abstain | 4,684 | 1,795,741 |
| Broker non-votes | 1,176,036 | 760,240 |
- NATR’s 2024 proxy also disclosed 89% support in the prior say-on-pay advisory vote, influencing the Compensation Committee to avoid material changes for 2024 .
Governance Assessment
- Strengths
- Independent director with deep finance and public company governance experience; Audit Committee financial expert designation supports rigorous financial oversight .
- Committee engagement: Member of both Audit and Compensation; Audit Committee report signatory demonstrates active involvement .
- Alignment policies: Robust stock ownership guidelines and strict prohibition on hedging/pledging improve investor alignment and mitigate risk .
- No related-party transactions involving Fasching; Audit Committee maintains review/approval policies and reported none above threshold since 2023 .
- Potential Risks and Watch Items
- Time commitment: As CFO of Deckers, external executive responsibilities could constrain availability; continued monitoring of attendance and committee workload is prudent (Board-level attendance ≥75% in 2024; individual attendance not disclosed) .
- Ownership alignment: As a recent appointee, beneficial ownership was zero as of Feb 21, 2025; he holds outstanding RSUs, and has a four-year window to meet guidelines .
- Board refresh and leadership transitions (Chair change post-2025 Annual Meeting) warrant continued observation of committee leadership composition that could affect oversight dynamics .
Overall signal: Fasching’s audit and compensation participation, audit financial expertise, and absence of conflicts support board effectiveness; monitoring his progression toward ownership guideline compliance and sustained attendance will be key to investor confidence .