Tess Roering

About Tess Roering

Independent director since January 2022; age 56. Currently serves on the Audit and Compensation Committees. Former Chief Commercial Officer at CorePower Yoga (2019–2020) and previously held senior marketing roles at Athleta, Gap, Old Navy, Visa International, Hotwire.com, and Gillette. Education: BA in Psychology (Stanford) and MBA (Duke/Fuqua). The Governance Committee cites her consumer and marketing expertise as additive to the Board’s skill mix .

Past Roles

External Roles

No other public company directorships are disclosed in the proxy biography .

Board Governance

• Independence: The Board determined all current directors and nominees except the CEO are independent under NASDAQ standards; all committee members/chairs are independent. Roering is listed as independent .
• Attendance: Board held 6 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
• Committees and meetings:
  • Audit Committee: Member; the Board states all Audit members are “independent directors and audit committee financial experts.” Committee held 4 meetings in 2024. Audit Committee Report shows Roering as a signatory member recommending inclusion of audited financials in the 2024 10-K .
  • Compensation Committee: Member; the committee held 4 meetings in 2024 and is authorized to use independent consultants (F.W. Cook used from time to time) .

Fixed Compensation

• Director cash and benefits structure:
  • Annual cash retainer: $65,000 (non-employee directors)
  • Additional retainers: Committee Chair (Audit $25,000; Compensation $19,500; Governance $12,500; Risk $12,500); Committee Member (Audit $10,000; Compensation $7,500; Governance $5,000; Risk $5,000)
  • Product credit: $750 per year

Performance Compensation

• Equity program for directors: Annual RSU grant with grant-date value of $100,000 (based on closing price); generally vests over one year until the next Annual Meeting; accelerates upon change in control .
• 2024 grant details and delivery terms:
  • On May 6, 2024, the Board approved a grant of 5,236 RSUs to each non-executive director (other than Mr. Fasching, who received 2,869 RSUs on Nov 11, 2024) . A Form 4 for Roering filed May 8, 2024 reflects a 5,236-unit award (transaction code “A”) .
  • Delivery: Shares that vest are delivered upon the earlier of separation from the Board or expiration of a two-year restriction period after full vesting of the RSU grant .

Additional Section 16 filing: A Form 4 was filed May 6, 2025 for Roering (likely annual director RSU grant) .

Other Directorships & Interlocks

• Public company boards: None disclosed beyond NATR .
• Private company boards: Elase; Rhone; I and love and you .
• Interlocks: No compensation committee interlocks or related party connections disclosed for Roering; the Board expressly evaluated affiliations of Mr. Straus (Wynnefield) and Mr. Yang (Fosun) when affirming independence (not applicable to Roering) .

Expertise & Qualifications

• Consumer/marketing leadership experience (Athleta; Gap/Old Navy; Visa; Hotwire; Gillette) .
• Audit Committee designation: The Company states all Audit Committee members are “audit committee financial experts” under applicable standards .
• Education: BA Psychology (Stanford); MBA (Duke/Fuqua) .
• Governance rationale: Nominated for significant consumer and marketing expertise that supplements Board skills .

Equity Ownership

• Stock ownership guidelines for directors: 3x the value of the annual equity grant; four years to comply; 12 months to re-establish if below; due to a recent increase in grant values and stock price drop, some directors are currently out of compliance, with the Board anticipating eventual compliance. Individual compliance status is not specified by director .

Insider Trades (Section 16)

• Section 16 compliance: Company states directors, officers, and 10% holders complied with Section 16(a) for year ended Dec 31, 2024, except specified late reports for certain individuals (Mr. Norman, Mr. Yates, Mr. Lanoy, Mr. Jones, Mr. Herbert, Mr. Fuller, Mr. Teets). Roering is not listed among late filers .

Governance Assessment

• Strengths

  • Independent director with relevant consumer/brand-building expertise; active on two core committees (Audit and Compensation) .
  • Audit Committee membership and Company’s designation of all Audit members as financial experts signal strong committee qualifications and accountability; committee met 4x in 2024 and issued a formal report recommending inclusion of audited financials in the 10-K .
  • Transparent director pay program with mix of cash and at-risk equity; equity vests over one year with change-in-control acceleration and deferred delivery features that support longer-term alignment .

• Watch items

  • Beneficial ownership is <1% (typical for most directors but modest absolute ownership versus guideline); the Company notes some directors are currently out of compliance with stock ownership guidelines due to grant changes and stock price movements (no individual names provided), which may be monitored by investors for alignment optics over time .
  • No related-party transactions or interlocks are disclosed for Roering; continue to monitor new outside roles for any evolving overlap with NATR’s suppliers/customers/competitors (none indicated in proxy) .

• Shareholder engagement context

  • Compensation Committee uses an independent consultant (F.W. Cook) from time to time, and the Company maintains an annual say-on-pay cadence (shareholders voted in May 2023 to hold say-on-pay annually) .

No material legal proceedings or integrity concerns are disclosed regarding Roering; the proxy states no material legal proceedings for directors/nominees and no criminal/judicial matters material to integrity in the past 10 years .