Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2022, Nature's Sunshine Products, Inc. (the "Company") issued a press release announcing the hiring of Mr. Shane Jones as the Company's Executive Vice President, Chief Financial Officer. It is anticipated that Mr. Jones' employment will begin effective December 30, 2022.

A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Mr. Jones, age 52, most recently served as Chief Financial Officer at FullSpeed Automotive, an international automotive aftermarket repair company with over 700 locations since January 2022. Prior to that role, Mr. Jones served as Chief Financial Officer of three different private equity owned, direct-to-consumer companies. From January 2020 until August 2021, he was CFO of West Marine, from February 2018 until February 2019, he served as CFO and COO of 1-800 Contacts, and from December 2015 until February 2018 he was CFO of Backcountry.com. Prior to 2015, Mr. Jones served in senior leadership roles at various retail and direct-to-consumer brands including Amazon.com, Limited Brands, and Yum! Brands. Mr. Jones holds a Master of Business Administration and a Bachelor of Science degree in Finance from Brigham Young University.

On December 2, 2022, Mr. Jones entered into an employment agreement (the "Employment Agreement") pursuant to which Mr. Jones will receive an annual base salary of $430,000 and a one-time bonus in the amount of $150,000 to be paid within ten (10) days of the effective date of his employment. The Employment Agreement also provides that Mr. Jones will be eligible to receive annual incentive bonuses under the Company's executive bonus program with a target annual bonus percentage of sixty percent of his base salary.

Mr. Jones will also receive a grant of restricted stock units pursuant to the Company's Amended and Restated 2012 Stock Incentive Plan with a grant date value of $300,000 based on the closing price of the Company's common stock on the grant date, which will vest in three equal installments over the three-year period following the grant date subject to continued employment.

The Employment Agreement provides that Mr. Jones 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. Jones 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 set forth above is qualified in its entirety by reference to the actual Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected as an officer of the Company. Mr. Jones 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. Jones 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.




Item 9.01  Financial Statements and Exhibits
Item No.            Exhibit
99.1                  Press release issued by the Company, dated December 6, 2022.
10.1                  Employment Agreement - Jones
104                 Cover Page Interactive Data File (embedded with the Inline XBRL document).

© Edgar Online, source Glimpses