Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2022, Nature's Sunshine Products, Inc. (the "Company") issued a
press release announcing that Mr. Joseph W. Baty, the Company's Executive Vice
President, Chief Financial Officer will retire from the Company effective
September 30, 2022. A copy of the Company's press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The press release also announced the promotion of Mr. Jonathan D. Lanoy to the
position of Senior Vice President, Finance effective immediately. Mr. Lanoy will
serve as Interim Chief Financial Officer, Principal Financial Officer and
Principal Accounting Officer until such time as the Company appoints a Chief
Financial Officer.
Mr. Lanoy, age 47, has served as Vice President of Finance and Corporate
Controller at the Company since February 2017, and has held various other
positions in the finance department of the Company since 2008. Prior to joining
the Company, Mr. Lanoy was an assurance manager at the public accounting firm of
Ernst & Young. Mr. Lanoy is a Certified Public Accountant and holds a Masters of
Professional Accountancy and a Bachelor of Arts degree in Accounting from Weber
State University.
On September 6, 2022, Mr. Lanoy entered into an employment agreement (the
"Employment Agreement") pursuant to which Mr. Lanoy will receive an annual base
salary of $269,000 and have a target annual bonus percentage of forty percent of
his base salary. Mr. Lanoy also entered into a letter agreement (the "Letter
Agreement") relating to his service as Interim Chief Financial Officer pursuant
to which Mr. Lanoy will receive a one-time success bonus of $150,000 to be paid
within five business days of the successful filing of the Company's Annual
Report on Form 10-K for the year ending December 31, 2022, subject to his
continued employment through such date, and a grant of restricted stock units
with a grant date value of $150,000 based on the closing price of the Company's
common stock on the closing date, which will vest in two equal installments over
the two-year period following the grant date.
The Employment Agreement provides that Mr. Lanoy will receive the following
benefits if his employment is terminated by the Company without Cause, if he
resigns with Good Reason, or if his employment is terminated as a result of his
death or Incapacity:
•payment of all accrued and unpaid base salary through the date of his
termination and reimbursement of any unreimbursed expenses ("Accrued Pay");
•monthly severance payments equal to one-twelfth of his annual base salary for a
period of 12 months; and
•reimbursement for the costs he incurs for continuation of his health insurance
coverage under COBRA for a period of 12 months.
The terms Cause, Good Reason and Incapacity are defined in the Employment
Agreement. The severance benefits described above, other than the Accrued Pay,
are subject to Mr. Lanoy executing a release in favor of the Company and
complying with the restrictive covenants set forth in the Employment Agreement,
including a covenant not to compete with the Company for a period of 12 months
following the termination of his employment with the Company.
The description of the terms and provisions of the Employment Agreement and the
Letter Agreement set forth above is qualified in its entirety by reference to
the actual Employment Agreement and Letter Agreement, copies of which are
attached hereto as Exhibit 10.1 and 10.2 respectively, and incorporated herein
by reference.
There is no arrangement or understanding between Mr. Lanoy and any other person
pursuant to which he was selected as an officer of the Company. Mr. Lanoy has no
family relationship (within the meaning of Item 401(d) of Regulation S-K) with
any director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer. There has been no transaction since the
beginning of the Company's last fiscal year, and there is no currently proposed
transaction, in excess of $120,000 in which the Company is or was a participant
and in which Mr. Lanoy or any of his immediate family members (within the
meaning of Item 404 of Regulation S-K) had or will have a direct or indirect
material interest.
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Item 9.01 Financial Statements and Exhibits
Item No. Exhibit
99.1 Press release issued by the Company, dated September 6, 2022.
10.1 Employment Agreement - Lanoy
10.2 Letter Agreement - Lanoy
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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