Lucy N. Nduati
About Lucy N. Nduati
Lucy N. Nduati, age 50, joined Natural Health Trends Corp.’s Board on July 29, 2024, following a career serving companies controlled by George K. Broady and Broady family members in administration, accounting, finance, tax strategy, and office management since 2013 . She holds a B.S. in economics and finance (University of Texas at Dallas, 2002) and an M.S. in taxation (Golden Gate University, 2013) . As of March 14, 2025, she beneficially owned 18,935 NHTC shares, representing less than 1% of the outstanding common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broady-controlled companies (various) | Administration, accounting, finance, tax strategy, office management | 2013–2024 | Deep familiarity with NHTC’s industry via Broady stakeholder lens |
External Roles
- No other public company directorships or external board roles are disclosed in her NHTC director biography .
Board Governance
- Board expansion to five members occurred July 29, 2024; Ms. Nduati was elected the same day .
- Committee assignments: She is not listed as a member or chair of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence: The Board identified independent directors as Yiu T. Chan, Randall A. Mason, and Ching C. Wong; Ms. Nduati is not identified as independent under Nasdaq Rule 5605(a)(2) .
- Attendance: In FY2024 the Board met four times; each director attended at least 75% of Board and applicable committee meetings .
- Annual meeting engagement: None of the directors personally attended the May 14, 2024 annual stockholder meeting, and the company has no policy requiring director attendance at annual meetings .
- Policies: Insider Trading Policy prohibits hedging transactions for directors and employees .
| Board/Committee | Role for Nduati |
|---|---|
| Board of Directors | Director (since July 29, 2024) |
| Audit Committee | Not a member |
| Compensation Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| Independence (Nasdaq 5605(a)(2)) | Not identified as independent |
| FY2024 Meeting Attendance | ≥75% of Board/committee meetings |
| Annual Meeting Attendance Policy | No policy; none attended 2024 meeting |
| Hedging Policy | Hedging prohibited |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Monthly cash retainer | $8,333/month | Standard for non-employee directors |
| Fees earned (2024) | $41,667 | Pro-rated post-election in 2024; no other cash fees |
| Chair/Lead fees | N/A | Chair fee applies to Mason ($4,000/month), not to Nduati |
| Expense reimbursement | As incurred | Out-of-pocket expenses reimbursed |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Vesting | Performance Metrics | Fair Value (2024) |
|---|---|---|---|---|---|
| Phantom shares (director) | None in 2024 for Nduati | — | — | — | — |
- Context: Other non-employee directors received phantom shares on Feb 7, 2023 (10,370 units each for Chan and Wong; 13,333 for Mason), vesting in eight equal three‑month increments contingent on time-based and a performance vesting condition; cash‑settled up to $12.00 per unit; fully vested by Dec 31, 2024 .
Other Directorships & Interlocks
| Entity | Relationship to Nduati | Potential Conflict Indicator |
|---|---|---|
| George K. Broady | Recommended her candidacy to the Nominating & Corporate Governance Committee; former NHTC director | Influence of a major stakeholder on nomination process |
| Broady Trusts (Eleanor Jane Broady 2012 Irrevocable Trust; George K. Broady 2012 Irrevocable Trust) | Longstanding significant NHTC stockholders; expressed support for her candidacy | Concentrated ownership; possible alignment with Broady interests |
| EJB Trust ownership | 2,245,128 shares (19.5%) | Significant holder |
| GKB Trust ownership | 690,099 shares (6.0%) | Significant holder |
Expertise & Qualifications
- Education: B.S., Economics & Finance (UT Dallas, 2002); M.S., Taxation (Golden Gate University, 2013) .
- Functional expertise: Administration, accounting, finance, and tax strategy; familiarity with NHTC’s business due to Broady stakeholder involvement .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Lucy N. Nduati | 18,935 | <1% (asterisked as “Less than 1%”) |
Governance Assessment
-
Strengths:
- Financial and tax skillset; exposure to governance and finance functions could aid oversight of internal controls and tax strategy .
- Met minimum attendance threshold in 2024; Board/committee attendance ≥75% .
- Company prohibits hedging, promoting alignment with shareholders’ long‑term interests .
-
Concerns / RED FLAGS:
- Not identified as independent under Nasdaq rules; independence is concentrated in three other directors .
- No committee assignments (Audit/Comp/Nominating) as of the 2025 proxy; limits direct involvement in key oversight areas .
- Nomination recommended and supported by major shareholders (Broady Trusts) with 25.5% combined ownership, creating potential influence/interlock risk; she worked in Broady-controlled entities since 2013 .
- Director engagement optics: No director personally attended the 2024 annual meeting; the company has no policy requiring such attendance, which can be seen as a governance engagement gap .
-
Implications for investors:
- Board independence and committee participation are central to governance quality; her non-independent status and lack of committee roles suggest limited direct oversight influence today .
- Broady-linked nomination and concentrated ownership heighten related-party sensitivity; continued monitoring of related party transactions and committee role evolution is advisable .