Randall A. Mason
About Randall A. Mason
Independent director and Chairman of the Board at Natural Health Trends Corp. since March 2006; director since May 2003. Age 66; founder, President and CEO of Marden Rehabilitation Associates, Inc. (private rehabilitative therapy/home healthcare provider) since 1989. Holds a bachelor’s degree in chemical engineering from the University of Pittsburgh. The Board has determined Mr. Mason is an “independent director” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marden Rehabilitation Associates, Inc. | Founder, President & CEO | 1989–present | Private ancillary provider of rehabilitative therapy and home healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marden Rehabilitation Associates, Inc. | Founder, President & CEO | 1989–present | Private company; no other public company directorships disclosed in NHTC proxy biography |
Board Governance
- Chairman of the Board since March 2006; presides over all board meetings and sets agendas with the President .
- Committee assignments:
- Audit Committee: Chair; designated as SEC “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member .
- Compensation Committee: Not a member .
- Independence: Board determined Mason is independent under Nasdaq Rule 5605(a)(2) .
- Board/committee activity and attendance:
- 2024: Board met 4 times (plus 6 unanimous written consents); Audit Committee met 4 times; Compensation and Nominating Committees acted by unanimous written consent (two times each). Each director attended at least 75% of Board and committee meetings .
- 2023: Board met or acted 12 times; Audit met or acted 7 times; Compensation 3; Nominating 1; each member attended at least 75% .
- Annual stockholder meeting presence: None of the directors were personally in attendance at the May 14, 2024 or May 16, 2023 meetings; company has no policy on director attendance at annual stockholder meetings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Monthly director cash retainer | $8,333 per month | $8,333 per month |
| Additional monthly Chair retainer | $4,000 per month | $4,000 per month |
| Fees Earned or Paid in Cash ($) | $148,000 | $148,000 |
| All Other Compensation ($) | — | — |
| Total ($) | $184,049 | $177,442 |
Notes:
- No meeting fees disclosed; directors are reimbursed for out-of-pocket expenses .
Performance Compensation
| Award Detail | 2023 | 2024 |
|---|---|---|
| Phantom shares granted (units) | 13,333 units (granted Feb 7, 2023) | — (vesting continued; fully vested by year-end 2024) |
| Grant date | Feb 7, 2023 | — |
| Vesting schedule | Eight equal three‑month increments; time‑ and performance‑based; initial vest deemed satisfied; performance satisfied for 2023 periods | Continued vesting; performance satisfied for 2024 periods; fully vested by 12/31/2024 |
| Max payment per phantom unit | $12.00 | $12.00 |
| Stock awards (grant date fair value recognized) | $36,049 | $29,442 |
Additional plan features:
- Phantom shares pay cash equal to fair market value of an equal number of common shares at vesting, subject to $12 cap per unit .
- Equity plan documents provide for vesting acceleration upon change in control or due to death/disability; tax gross‑up payments may be elected by the Compensation Committee for restricted stock awards; phantom awards accelerate upon termination without cause within 12 months post change of control for grantees (including non‑employee directors) .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed | Public | — | Mason’s proxy biography lists no other public company directorships |
| Marden Rehabilitation Associates, Inc. | Private | Founder, President & CEO | Beneficial ownership includes shares held by this entity |
Expertise & Qualifications
- Experienced businessman with insight into management, operations, finance, and governance; long‑time board member with deep understanding of NHTC’s business and its risks/opportunities .
- Audit Committee financial expertise per SEC criteria; meets Nasdaq financial oversight requirements .
- Education: Bachelor’s degree in chemical engineering, University of Pittsburgh .
Equity Ownership
| Ownership Detail (as of record date) | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 252,733 | 252,733 |
| Percent of class | 2.2% | 2.2% |
| Indirect holdings | Includes 23,899 shares owned by Marden Rehabilitation Associates, Inc. (entity controlled by Mason) | Includes 23,899 shares owned by Marden Rehabilitation Associates, Inc. (entity controlled by Mason) |
| Hedging policy | Company prohibits hedging by directors | Company prohibits hedging by directors |
Recent insider transactions (Form 4):
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-12-15 | 2024-12-16 | M (exempt) | Common Stock | 1,664 | $12.00 | 230,498 shares (direct) | |
| 2025-04-01 | 2025-04-02 | A (award) | Phantom Stock | 13,333 | $0.00 | 13,333 phantom units |
Governance Assessment
- Strengths: Independent Chairman; Audit Committee Chair and SEC‑designated financial expert; independence affirmed by the Board; committees functioning with audit meetings held at least quarterly .
- Engagement signals: Board and committee meeting attendance was at least 75%; however, directors (including Mason) did not personally attend the 2023 or 2024 annual stockholder meetings, and the company has no policy on such attendance, which may be viewed negatively by some investors .
- Ownership alignment: Holds 2.2% beneficial ownership, including shares via his private company Marden Rehabilitation Associates; hedging is prohibited by policy, and no pledging by Mason is disclosed (Broady trusts have pledges) .
- Compensation structure: Director pay is predominantly fixed cash with a smaller phantom equity component; YOY equity grant fair value decreased (2023: $36,049; 2024: $29,442), while cash fees remained constant, indicating limited shift in pay mix .
- Shareholder votes: Mason received strong support in 2024 (For: 6,297,418; Withheld: 153,801) and 2025 (For: 6,021,772; Withheld: 44,765). Say‑on‑pay in 2024 also passed comfortably (For: 6,259,999; Against: 166,046; Abstain: 25,174) .
Other Data Points
- Audit firm ratification: 2024 ratification of Marcum LLP (For: 8,755,344; Against: 63,174; Abstain: 22,720). In 2025, CBIZ CPAs P.C. ratified following CBIZ’s acquisition of Marcum’s attest business (For: 8,289,820; Against: 93,499; Abstain: 12,183) .
- Committee activity 2024: Compensation and Nominating committees did not meet but acted by unanimous written consent (twice each), which investors may monitor for oversight robustness .
RED FLAGS
- Non‑attendance at annual stockholder meetings by all directors (including Mason) in both 2023 and 2024; absence of attendance policy may signal limited direct engagement with shareholders .
- Equity plan provisions allowing potential tax gross‑up payments on restricted stock upon accelerated vesting, which many governance frameworks view unfavorably; phantom awards accelerate on certain change‑in‑control terminations, increasing potential payout sensitivity to transactional events .
Related‑Party Exposure
- Beneficial ownership includes shares held by Mason’s controlled entity (Marden Rehabilitation Associates, Inc.), but the proxy does not disclose related‑party transactions involving Mason and the company; continue monitoring future filings for any transactions .
Appendix: Committee Roster (current per 2025 proxy)
| Committee | Members | Chair |
|---|---|---|
| Audit | Randall A. Mason; Yiu T. Chan; Ching C. Wong | Randall A. Mason |
| Compensation | Yiu T. Chan; Ching C. Wong | Yiu T. Chan |
| Nominating & Corporate Governance | Randall A. Mason; Yiu T. Chan; Ching C. Wong | Ching C. Wong |