Tracee Comstock
About Tracee Comstock
Tracee Comstock is Senior Vice President, Global Human Resources at Nature’s Sunshine Products, Inc. (NATR). She is 59, joined the company in January 2018, served as Vice President, Human Resources beginning in 2019, and was promoted to SVP, Global HR in March 2024; she holds a B.A. from Brigham Young University and previously led HR at Younique and Young Living, and served as President and Board member of Salt Lake SHRM . Company performance during her tenure includes steady sales and profitability: see the performance table below.
Company Performance During Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($USD Millions) | $445.3 | $454.4 |
| Adjusted EBITDA ($USD Millions) | $40.421 | $40.544 |
| TSR (Indexed to $100 initial investment) | $122.12 (as of 12/31/2023, base 12/31/2020) | $78.82 (as of 12/31/2024, base 12/31/2021) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Younique, LLC | Vice President, Human Resources | Sep 2016 – Nov 2017 | Scaled HR in social selling; executive HR leadership |
| Young Living Essential Oils | Senior HR roles; Head of HR | May 2013 – Sep 2016 | Built HR capabilities in direct-selling and consumer wellness |
| Weave; SunEdison | Senior HR positions | Part of 2013–2016 period | Enterprise HR leadership in tech/energy contexts |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Salt Lake SHRM (Utah) | President; Board Member | N/A (not disclosed) | Professional HR community leadership and governance |
Fixed Compensation
Not disclosed for Ms. Comstock. NATR’s detailed cash compensation disclosures (base salary, target bonus, actual bonus) are provided for named executive officers (CEO, CFO, and President Asia), not for other executive officers .
Performance Compensation
| Metric/Instrument | Weighting | Targets | Payout Mechanics | Vest/Expire |
|---|---|---|---|---|
| PRSUs (share price milestones: $20.46, $22.68, $24.89, $27.11, $29.32, $31.54) | Even across milestones | 30-trading-day VWAP at each milestone | 1/12 vests on achievement of each milestone; additional 1/12 vests 1 year after milestone achievement (continued employment) | Date exercisable per milestone; expires 03/26/2024 |
| PRSUs (share price milestones: $21.65, $24.65) | Even across milestones | 30-trading-day VWAP at each milestone | 1/4 vests on achievement of each milestone; additional 1/4 vests 1 year after milestone achievement (continued employment) | Expires 12/31/2026 |
Company-wide, NEO incentive design emphasizes revenue and adjusted EBITDA for annual cash incentives and adjusted EBITDA for PRSUs, with time-based RSUs vesting over three years; these frameworks demonstrate pay-for-performance alignment but are disclosed for NEOs only, not Ms. Comstock .
Equity Ownership & Alignment
| As-of Date | Security | Quantity | Ownership Form | Notes |
|---|---|---|---|---|
| 04/20/2023 | Common Shares | 43,430 | Direct (D) | Initial statement of beneficial ownership (Form 3) |
| 04/20/2023 | Performance-based RSUs (milestones: $20.46–$31.54) | 7,300 | Direct (D) | Vest per VWAP milestones; 1/12 immediate, 1/12 after 1 year; expiry 03/26/2024 |
| 04/20/2023 | Performance-based RSUs (milestones: $21.65, $24.65) | 7,100 | Direct (D) | Vest per VWAP milestones; 1/4 immediate, 1/4 after 1 year; expiry 12/31/2026 |
- Hedging and pledging of company stock are prohibited for executive officers and directors under NATR’s Insider Trading Policy, reducing misalignment and collateral-driven sell risk .
- Stock ownership guidelines apply broadly to directors and executive officers; minimum multiples are specified for NEOs (CEO 3x salary, CFO 2x, other NEOs 1x), and all NEOs currently meet guidelines. Ms. Comstock’s specific requirement/compliance is not disclosed .
Employment Terms
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Ms. Comstock’s individual employment agreement, severance, non-compete, and change-of-control terms are not disclosed. NATR discloses severance and change-of-control economics for NEOs only, including salary continuation, COBRA reimbursements, pro-rata bonus, and equity vesting rules (full acceleration for most RSUs under death/disability; conditional acceleration for PRSUs; CEO-specific continued vesting post termination without cause) .
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Clawback Policy: NATR maintains a Dodd-Frank compliant incentive compensation recovery policy covering executive officers in case of restatements due to material noncompliance; aligned with NASDAQ rules .
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Insider Trading Policy: Prohibits hedging, pledging, and margin accounts; company practices observe similar restrictions for issuer transactions .
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Section 16 Reporting: The company reported late filings in 2023, including a late Form 3 for Ms. Comstock; other late Form 4s related to tax-withholding sales on RSU vesting involved different officers .
Investment Implications
- Alignment: Ms. Comstock’s performance-based RSUs vest on share-price hurdles with staggered schedules (immediate plus 1-year tails), directly linking compensation to TSR outcomes and creating defined vesting calendars that can be monitored for potential insider activity around milestone certification and anniversary dates .
- Sell Pressure: While hedging and pledging are prohibited (limiting forced sales), PRSU vesting and tax obligations around vest events can create episodic selling windows across the award timeline; calendar awareness is prudent for trading execution .
- Retention/Continuity: Seven years of tenure and elevation to SVP, Global HR in March 2024 suggest continuity in the people/compensation function amid multi-year EBITDA-focused incentive architecture for NEOs; her individual severance/CoC terms are not disclosed, so retention economics cannot be quantified .
- Governance and Controls: Robust clawback and insider trading policies, plus stock ownership guidelines for executive officers, reduce alignment risk and discourage short-termism, supporting investor confidence in compensation discipline .