Teresa Thompson
About Teresa Thompson
Teresa Thompson was appointed to Synergy CHC Corp.’s Board of Directors on September 22, 2025, filling the vacancy created by Scott Woodburn’s transition to Head of Strategic Partnerships. She brings nearly 40 years of retail experience, including 29 years as a pharmacy OTC buyer at Costco Wholesale overseeing U.S. vitamins and supplements. She will serve on the Audit, Compensation, and Nominating & Corporate Governance Committees and entered into the Company’s standard director indemnification agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Costco Wholesale | Pharmacy OTC Buyer; oversight of U.S. vitamins and supplements | Sep 1986 – Jun 2025 | Category leadership in vitamins/supplements; retail operations expertise |
External Roles
- No other public company directorships disclosed.
- Indemnification agreement executed in Company’s standard form.
Board Governance
| Item | Detail |
|---|---|
| Board size and structure | 5 directors; CEO Jack Ross also serves as Chairman (combined roles). |
| Committee assignments (Thompson) | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (member), effective Sep 22, 2025. |
| Committee chairs (as of 2025 proxy) | Audit: Nitin Kaushal (Chair). Compensation: Nitin Kaushal (Chair). Nominating & Corporate Governance: J. Paul SoRelle (Chair). |
| Independence | 8-K appointing Thompson does not explicitly state “independent”; she was appointed to all three key committees (which are subject to independence requirements under Nasdaq rules). |
| Attendance | Company disclosed 1 board meeting in 2024; no director fell below 75% attendance. Thompson was not on the board in 2024. |
| Director annual meeting attendance | Directors are encouraged but not required to attend; no 2024 annual meeting held. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $25,000 | Thompson’s 8-K states $25,000 per year cash compensation. |
| Committee Chair Fees (Audit) | $0 (for Thompson) | Audit Chair receives $50,000 cash retainer; Thompson is not Chair. |
| Committee Chair Fees (Compensation; Nominating & Governance) | $0 | No additional cash retainer disclosed for these chairs. |
| Committee Member Fees | $0 | No member retainers disclosed. |
| Meeting Fees | Not disclosed | No meeting fees disclosed. |
Performance Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Equity Award (non-employee directors) | $25,000 in RSUs | Thompson’s 8-K confirms $25,000 annual equity; awards under 2024 Plan. |
| Additional Equity for Committee Chairs (Audit) | $0 (for Thompson) | Audit Chair receives additional $100,000 in RSUs; Thompson is not Chair. |
| Vesting / performance metrics | Not disclosed for directors | RSUs granted under 2024 Plan; no director-specific performance metrics disclosed. – |
| Clawback | Applicable per Company policy and 2024 Plan | Executive incentive clawback policy and plan-level recoupment provisions apply. |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public board roles disclosed; former employment at Costco (a retailer carrying FOCUSfactor) could create perceived customer-related sensitivities, but no related-party transactions disclosed involving Thompson. – |
Expertise & Qualifications
- Nearly four decades in retail; 29 years leading Costco’s U.S. vitamins/supplements category.
- Directly relevant category knowledge (consumer health, vitamins/supplements) and vendor/assortment strategy expertise.
Equity Ownership
| Metric | Value | As-of Date | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 0 | Oct 2, 2025 (Form 3) | |
| Ownership as % of outstanding | ~0% | Oct 2, 2025 | Based on Form 3 reporting no beneficial ownership. |
| Vested vs. unvested | Not disclosed | — | — |
| Options (exercisable / unexercisable) | Not disclosed | — | — |
| Shares pledged as collateral | Not disclosed for Thompson; Company policy generally prohibits pledging, with limited exceptions requiring approval. |
Note: Thompson’s Form 3 reported no securities beneficially owned at appointment. Any subsequent equity grants (e.g., annual RSU award) would be expected to be reported on Form 4; none were identified in our document search.
Governance Assessment
-
Positives
- Deep, directly relevant category and retail expertise (Costco vitamins/supplements) that should support commercial strategy and channel execution.
- Service on all three key committees increases board capacity in audit oversight, pay practices, and governance.
- Transparent, formulaic non-employee director pay program (cash $25k; RSU $25k) with plan-level clawback.
-
Watch items / potential red flags
- Board leadership: CEO/Chair roles combined (concentration of authority).
- Board/committee activity: Only one board meeting in 2024 (pre-appointment), which may signal light oversight cadence for a public company; future cadence should be monitored.
- Company governance environment: Multiple related-party arrangements with entities affiliated with the CEO (Kenek Brands consulting, BoomBod receivable, Knight financing/distribution), indicating elevated conflict-of-interest risk at the issuer (not specific to Thompson). –
- Customer linkage: Former Costco role while the Company sells through Costco; not a related-party transaction but could pose perceived conflict in customer negotiations; no such transactions disclosed involving Thompson. –
- Section 16 compliance culture: Company disclosed a late Form 4 (covering 54 transactions) for the CEO in 2024; monitor Section 16 compliance for new directors.
- Anti-takeover flexibility: 2025 proposal to authorize preferred stock up to 1,000,000 shares (potential anti-takeover effect) reflects broader governance posture to monitor.
Overall signal: Thompson’s appointment strengthens board commercial and category expertise at a time of channel expansion. Key governance risks at the issuer (combined CEO/Chair, related-party exposure) remain and are not specific to Thompson; however, her committee roles (especially Audit) position her to contribute to oversight improvements. –
Appendix: Reference Program Features
- Non-Executive Director Compensation Policy (effective Dec 5, 2024): $25,000 cash retainer; $25,000 annual RSU; Audit Chair $50,000 additional cash and $100,000 additional RSU; no member retainers; expense reimbursement.
- Insider trading, hedging, and pledging policy: Prohibits options, hedging, and pledging (limited exceptions).
- 2024 Equity Incentive Plan: Provides RSUs and other awards; change-in-control treatment determined by award/plan; plan-level recoupment provisions. –