Chris T. Sharng
About Chris T. Sharng
Chris T. Sharng (age 61) is President of Natural Health Trends Corp. (NHTC) since February 2007 and has served on the Board since March 2012; he previously was EVP & CFO (Aug 2004–Feb 2007) and acted as principal executive officer in 2006 during a CEO transition. He holds an MBA from Columbia University and a bachelor’s from National Taiwan University . Pay-versus-performance data show Compensation Actually Paid to the PEO broadly flat over 2022–2024 while TSR moved from 112.38 in 2022 to 187.07 in 2023 and back to 112.38 in 2024; Net Income rose from $313k (2022) to $572k (2024) . NHTC’s policy prohibits hedging; the company currently does not grant stock options .
Company Performance Snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $49.13M* | $43.92M* | $42.96M* |
| EBITDA ($USD) | $(0.07)M* | $(1.51)M* | $(1.17)M* |
| Net Income ($USD) | $0.313M* | $0.568M* | $0.572M* |
| TSR (Pay vs Performance) | 112.38 | 187.07 | 112.38 |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NHTC | President | Feb 2007–present | Led global operations; continuity through market cycles |
| NHTC | EVP & CFO | Aug 2004–Feb 2007 | Strengthened finance; interim PEO in 2006 during CEO search |
| NHTC | Executive Management Committee | Mar–Aug 2006 | Managed day-to-day operations during CEO transition |
| NorthPole Limited (HK) | CFO | Mar–Jul 2004 | Finance leadership in consumer goods manufacturing |
| Ultrak Inc./American Building Control (Nasdaq) | SVP & CFO | Oct 2000–Feb 2004 | Public-company finance and controls |
| Mattel, Inc. | VP International Finance (most recent) | Mar 1989–Jul 2000 | Global finance experience in consumer products |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in proxy filings |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Bonus (%) | — (not designated under Annual Plan) | — (not designated under Annual Plan) | — (not designated under Annual Plan) |
| Actual Bonus Paid ($) | — | — | — |
| Stock Awards – Phantom Shares Fair Value ($) | 359,492 | 336,934 | 275,767 |
| All Other Compensation ($) | 13,725 | 14,850 | 15,525 |
| Total ($) | 1,373,217 | 1,351,784 | 1,291,292 |
Notes:
- Neither Mr. Sharng nor any employee was designated to participate in the Annual Incentive Plan or Long-Term Plan in 2022–2024; the Long-Term Plan expired on Dec 31, 2023 .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Max Payout per Unit | Vesting Schedule | Performance Criteria | Status & Payout Tracking |
|---|---|---|---|---|---|---|
| Phantom Shares (cash-settled) | Mar 15, 2021 | 124,850 | $12.00 | 8 equal three-month increments | Time-based + performance condition; final three 2022 periods had performance criteria deemed satisfied due to extraordinary China circumstances | Fully vested by Dec 31, 2022; Stock Awards fair value recognized: $432,442 (2021), $359,492 (2022) |
| Phantom Shares (cash-settled) | Feb 7, 2023 | 124,850 | $12.00 | 8 equal three-month increments | Time-based + performance condition; initial increment deemed satisfied; met three performance periods in 2023 and last three in 2024 | Fully vested by Dec 31, 2024; Stock Awards fair value recognized: $336,934 (2023), $275,767 (2024) |
Additional details:
- Phantom shares pay cash equal to fair market value of an equal number of NHTC shares at vest, capped at $12 per phantom share .
- Outstanding phantom awards at 12/31/2023: 62,426 unvested units; payout value $365,816 (based on 12/31/2023 close) .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Mar 14, 2022 | 886,645 | 7.8% | Includes restricted stock subject to vesting in prior proxies |
| Mar 22, 2024 | 886,645 | 7.7% | — |
| Mar 14, 2025 | 443,323 | 3.9% | Employee director receives no additional director pay |
Policies and indicators:
- Hedging: Prohibited for employees and directors per Insider Trading Policy .
- Pledging: No pledges disclosed for Mr. Sharng; significant stockholder trusts (Broady) have pledged shares as collateral (2,129,610 and 570,390 shares) which could impact stock overhang/liquidity, but are not Mr. Sharng’s holdings .
- Options: Company does not currently grant options/SARs; no timing policy needed .
- Ownership guidelines: Not disclosed.
- 10b5-1 plans: Not disclosed.
Employment Terms
| Provision | Terms | Triggers/Duration | Economics |
|---|---|---|---|
| Base Employment | Eligible for incentive plans and standard benefits | Ongoing | Salary $1,000,000 in 2023–2024 |
| Severance (Non-Change-of-Control) | Continuation of salary plus health/medical | If resignation for “good reason” or termination without “cause” (non-CoC) | Up to 1 year; ends earlier upon engaging in “competitive activity” under separate non-compete |
| Change-of-Control (Double Trigger) | Lump-sum severance | Termination without “cause” from 30 days pre-CoC to 18 months post-CoC | 2× salary plus health/medical; payable 30 days after termination |
| Cash Incentive Plans (AIP/LTIP) | For applicable years | Qualifying Termination Events defined; undistributed earned awards paid within 2.5 months | Includes Excise Gross-Up Payment to neutralize IRC §4999 parachute excise tax—a shareholder-unfriendly feature |
| Equity – Restricted Stock (future grants possible) | Forfeiture if unvested at termination; accelerated vesting on death/disability/CoC | Committee may pay tax gross-up on accelerated vesting (discretionary) | Potential tax gross-up—red flag |
| Equity – Phantom Shares (2023 grant) | Forfeiture if unvested at termination | Accelerated vesting if terminated without “cause” within 12 months post-CoC | Cash payout equal to FMV capped at $12/unit |
| Hedging/Insider Trading Policy | Hedging prohibited; insider trading policy in place | Continuous | Alignment via policy constraints |
Board Governance
- Board service: Director since March 2012; employee director with no committee memberships .
- Independence: Independent directors are Yiu T. Chan, Randall A. Mason, and Ching C. Wong—Mr. Sharng is not independent .
- Chairman: Randall A. Mason has served as Chairman since March 2006, separate from management—mitigates CEO/Chair dual-role concerns .
- Meetings: Board met 4 times in FY 2024; each director attended at least 75% of Board and committee meetings .
- Director compensation: Employee director did not receive compensation for Board service .
- Committees: Audit (Mason—Chair; Chan; Wong), Compensation (Chan—Chair; Wong), Nominating & Corporate Governance (Wong—Chair; Mason; Chan) .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprises independent directors (Chan—Chair; Wong) .
- Process: Committee oversees executive and director compensation; President provides recommendations (e.g., base salary), but all determinations are made by the Committee .
- Activity: Did not meet in FY 2024; acted by unanimous written consent twice .
- Consultants/conflicts: Not disclosed.
Performance Compensation – Detailed Table
| Year | Metric (Pay vs Performance) | Value |
|---|---|---|
| 2022 | PEO Compensation Actually Paid ($) | 1,321,430 |
| 2022 | TSR (initial $100) | 112.38 |
| 2022 | Net Income ($000s) | 313 |
| 2023 | PEO Compensation Actually Paid ($) | 1,338,050 |
| 2023 | TSR (initial $100) | 187.07 |
| 2023 | Net Income ($000s) | 568 |
| 2024 | PEO Compensation Actually Paid ($) | 1,294,194 |
| 2024 | TSR (initial $100) | 112.38 |
| 2024 | Net Income ($000s) | 572 |
Equity Ownership & Alignment – Additional Detail
| Date | Unvested/Outstanding Equity Awards (Phantom) | Payout Value Basis | Status |
|---|---|---|---|
| Dec 31, 2023 | 62,426 unearned phantom units | $365,816 (12/31/2023 close) | Fully vested by 12/31/2024 |
Employment & Contracts – Other Terms
- Non-compete reference: engaging in “competitive activity” ends non-CoC severance .
- Garden leave, non-solicit, auto-renewal, contract expiry: Not disclosed in proxies reviewed.
- Post-termination consulting: Not disclosed.
Investment Implications
- Alignment: Phantom equity is cash-settled and capped, offering less long-term equity alignment than RSUs; hedging is prohibited, which is positive for alignment . The Compensation Committee exercised discretion to deem performance satisfied in 2022 due to China-related extraordinary circumstances—monitor for future discretionary adjustments .
- Ownership trend: Mr. Sharng’s reported beneficial ownership declined from 886,645 shares (7.7–7.8%) in 2022–2024 to 443,323 shares (3.9%) in 2025, which can reduce “skin-in-the-game” and may indicate selling or other changes in beneficial interest; investigate Form 4s for trading patterns and potential selling pressure .
- Retention/CoC economics: Double-trigger CoC severance at 2× salary, plus health benefits, is sizeable; excise tax gross-up under cash incentive plans and potential tax gross-up on accelerated restricted stock vesting are shareholder-unfriendly red flags that could draw scrutiny in a sale scenario .
- Governance: Separate Chairman and independent Compensation Committee mitigate CEO/Chair dual-role concerns; employee director receives no board pay, and independence criteria are clear .
- Trading signals: Phantom awards from 2023 fully vested by end-2024; absence of ongoing option grants and capped cash payouts reduce incentives to time equity sales, but the decline in ownership merits monitoring. Large pledges by significant non-executive stockholders (Broady trusts) could affect float dynamics and liquidity, though not directly tied to Mr. Sharng .