MEDIFAST,
NOTICE
TO BE HELD ONWednesday, June 15, 2016
April 29, 2016
TO THE STOCKHOLDERS OF MEDIFAST, INC.:
Notice is hereby given that the 2016 annual meetingME
appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024
;Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible by telephone, via the Internet or by completing, dating, signing and returning a proxy card to ensure your shares are voted, or, if you hold your shares in street name, by following the instructions provided by your bank, broker or other nominee. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
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April 29, 2016
The Board of Directors (the “Board”) of Medifast, Inc. (the “Company” or “Medifast”) is soliciting proxies to be voted on our stockholders’ behalf at the 2016 annual meeting of stockholders (the “Annual Meeting”).
The Annual Meeting will commence at 9:30 a.m. EDT on Wednesday, June 15, 2016. The Annual Meeting will be held at the Hyatt Regency Baltimore Inner Harbor, 300 Light Street, Baltimore, Maryland 21202.
This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you.
Questions and Answers Regarding the Proxy Statement and Annual Meeting
Why am I receiving these proxy materials?
The Board is soliciting proxies on behalf of the Company to be voted at the Annual Meeting. When we ask for your proxy, we must provide you with a proxy statement that contains certain information specified by law and other information.
What is included in the proxy materials?
The proxy materials consist of: (1) the Notice of 2016 Annual Meeting of Stockholders of Medifast, Inc.; (2) this Proxy Statement for the Annual Meeting; (3) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Annual Report’); and (4) other related materials.
If you request printed versions of the proxy materials by mail, these proxy materials will also include the proxy card or voting instruction form for the Annual Meeting.
Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set paper copy of the proxy materials?
We are utilizing a Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send some or all of its stockholders a notice regarding Internet availability of proxy materials (“Notice”). Instructions on how to access the proxy materials over the Internet or how to request a paper copy of our proxy materials may be found in the Notice. If you have received a Notice and you would prefer to receive the proxy materials in printed form by mail or electronically by email, please follow the instructions contained in the Notice.
An electronic copy of the Notice of 2016 Annual Meeting of Stockholders of Medifast, Inc., this Proxy Statement, the 2015 Annual Report and other related materials will first be made available to stockholders on or about April 29, 2016 atwww.astproxyportal.com/ast/08676for registered and beneficial holders of our common stock. The Notice will first be mailed to stockholders on or about May 6, 2016.
The SEC rules that allow us to furnish our proxy materials over the Internet rather than in paper form do not require us to do so for all stockholders. We may choose to send certain stockholders the Notice, while sending other stockholders a full set paper copy of our proxy materials.
What proposals will be voted on at the Annual Meeting?
There are two matters on which a vote is scheduled at the Annual Meeting:
We will also consider and vote upon any other business properly brought before the Annual Meeting.
What are the Board’s voting recommendations?
The Board recommends that you vote your shares:
What shares may I vote?
You may vote all of the shares of our common stock that you owned as of the close of business on April 18, 2016 (the “Record Date”). These shares include:
Each share of our common stock is entitled to one vote. On the Record Date, there were 11,843,695 shares of our common stock issued and outstanding.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most Medifast stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with Medifast’s transfer agent, American Stock Transfer and Trust Company, LLC (the “Transfer Agent”), you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your proxy directly to the Company or to vote in person at the Annual Meeting.
Beneficial Owner
If you hold shares in a stock brokerage account or through a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name. Your bank, broker or nominee is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares, but because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. As a beneficial owner, you are, however, welcome to attend the Annual Meeting.
How can I vote my shares in person at the Annual Meeting?
You may vote shares you hold directly in your name as the stockholder of record in person at the Annual Meeting.
If you are the beneficial owner of shares held in street name, you may vote the shares in person at the Annual Meeting only if you have obtained a signed legal proxy from your bank, broker or other nominee (i.e., the record holder) giving you the right to vote the shares.
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted regardless of attendance. Submitting your proxy now will not prevent you from voting your shares in person by written ballot at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
If you need directions to the Annual Meeting, please call the Hyatt Regency Baltimore Inner Harbor at (410) 528-1234. Directions can also be found at http://baltimore.regency.hyatt.com/en/hotel/our-hotel/map-and-directions.html?icamp=propMapDirections.
What do I need to attend the Annual Meeting?
You must present both proof of stock ownership and valid photo identification to attend the Annual Meeting. If you hold shares through an account with a bank, broker or other nominee, contact your nominee to request a legally valid proxy from the owner of record and this will serve as your proof of stock ownership.
If you do not have proof of ownership and valid photo identification, you will not be admitted intoto the Annual Meeting. Please also note that the use of cell phones, smartphones, pagers,cellphones, recording and photographic equipment and/or computers is strictly prohibited at the Annual Meeting.
How can I vote my shares without attending No recording of the Annual Meeting?
Whether youMeeting is permitted, including audio and video recording.
Ifoth
| Page | |||||
| Date and Time | Location | |||||||||||||
Wednesday, June 19, 2024 4:30 p.m., Eastern Time | The Four Seasons Baltimore 200 International Drive Baltimore, Maryland 21202 | |||||||||||||
| Record Date | Who can Vote | |||||||||||||
| April 22, 2024 | Holders of our common stock are entitled to vote on all matters | |||||||||||||
| Item | Proposals | Board Vote Recommendation | Page # | ||||||||||||||||||||
| 1 | Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025 | ✓ | FOR each director nominee | ||||||||||||||||||||
| 2 | Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 | ✓ | FOR | ||||||||||||||||||||
| 3 | Approve, on an advisory basis, the compensation of the Company's named executive officers | ✓ | FOR | ||||||||||||||||||||
| 4 | Approve the Amended and Restated 2012 Share Incentive Plan | ✓ | FOR | 47 | |||||||||||||||||||
| Name | Age at Annual Meeting | Director Since | Independent | Current Committee Memberships | ||||||||||||||||||||||
| Jeffrey J. Brown | 63 | 2015 | ✓ | Audit (Chair); Executive;*;+ | ||||||||||||||||||||||
Daniel R. Chard | 59 | 2016 | Executive (Chair); ✧ | |||||||||||||||||||||||
| Elizabeth Geary | 43 | 2023 | ✓ | NCG | ||||||||||||||||||||||
| Michael A. Hoer | 68 | 2018 | ✓ | Audit; +; CC | ||||||||||||||||||||||
| Scott Schlackman | 66 | 2015 | ✓ | CC (Chair); Audit | ||||||||||||||||||||||
Andrea B. Thomas | 59 | 2019 | ✓ | NCG (Chair); CC | ||||||||||||||||||||||
| Ming Xian | 60 | 2018 | ✓ | NCG | ||||||||||||||||||||||
| ✓ | Independent Director | ✧ | Chairman of the Board | |||||||||||
| Audit | Audit Committee | NCG | Nominating/Corporate Governance Committee | |||||||||||
| CC | Compensation Committee | + | Audit Committee Financial Expert | |||||||||||
| Executive | Executive Committee | * | Lead Independent Director | |||||||||||
| Board of Directors | Board Composition | |||||||
•Majority vote for director elections | •Majority independent Board - 6 of our 7 director nominees | |||||||
•All directors are expected to attend the Annual Meeting | •Diverse Board with different backgrounds, experience and expertise, as well as balanced mix of ages and tenure of service | |||||||
•Lead Independent Director | •Unclassified Board | |||||||
| Board Processes | ||||||||
•Independent directors meet without management present | •Corporate Governance Guidelines approved by Board | |||||||
•Annual Board and Committee self-assessments | •Full Board regularly reviews succession planning | |||||||
•Board orientation program | •Mandatory retirement age of 75 for all directors | |||||||
| Compensation | ||||||||
•The | •Amended and Restated 2012 Share Incentive Plan prohibits repricing and includes | |||||||
•Incentive compensation is subject to potential recoupment under our clawback policy | •No supplemental retirement benefits for executives | |||||||
•Officers and directors are prohibited from engaging in hedging transactions, monetization transactions or similar arrangements involving our stock | •Dividends and dividend equivalents that accrue on equity awards are paid only to the | |||||||
•Officers and directors are prohibited from pledging our stock as | •Long-term incentive program include performance-based awards that vest over a three-year performance period | |||||||
•Officers are not eligible for a 280G excise tax gross-up payment in the | •Officers and | |||||||
•Executive perquisites are limited and not excessive | •Limited severance benefits under | |||||||
 INTERNET |  BY TELEPHONE |  BY MAIL |  IN PERSON | |||||||||||||||||
www.voteproxy.com until 11:59 p.m. Eastern Time on June 18, 2024 | 1-800-690-6903 until 11:59 p.m. Eastern Time on June | |||||||||||||||||||
| 18, 2024 | Completing, signing, and returning your proxy or voting instruction card before June 19, 2024 | At the | ||||||||||
May I change my vote or revoke my proxy?
Yes, stockholders are entitled to revoke their proxies at any time before their shares are voted at the Annual Meeting. To revoke a proxy, a stockholder must file a written notice of revocation with the Company, deliver a duly executed Proxy Card bearing a later date than the original submitted Proxy Card, submit voting instructions again byvia telephone or the Internet, as provided by the bank, brokerage firm or attendother financial institution. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.
How are votes counted?
You may vote “FOR”, “AGAINST”, or “ABSTAIN” each proposal. For abstentions, see “What happens if I abstain from voting?” below.
If you specify a voting choice, your shares will be voted in accordance with that choice. If you sign, but do not indicate your voting preferences, then the persons named as proxies by our board of directors, Michael C. MacDonald and Jason L. Groves (the “Named Proxies”), will vote your shares in accordance with the recommendationspo
If you aremeetin
What are the approval requirements for each of the proposals being voted on at the Annual Meeting?
For each proposal, the affirmative vote of a majority of the votes cast at the meeting, by the holders of stock entitled to vote thereat, is required for approval pursuant to our Amended and Restated Bylaws (“Bylaws”).
“A majority of the votes cast” with respect to the election of directors means that the number of votes cast “FOR” a director’s election exceeds fifty percent of the number of votes cast with respect to that director’s election.
What is the quorum requirement?
For business to be conducted at the Annual Meeting, a quorum must be present or represented by proxy. Under our Bylaws, the presence of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting represented in person or by proxy at the Annual Meeting will constitute a quorum for the transaction of business. The number of outstanding shares of our common stock entitled to vote at the Annual Meeting is determined as of the Record Date. Abstentions and broker non-votes will be counted in determining whether a quorum is present for the Annual Meeting.
What happens if I abstain from Voting?
If you submit a proxy and explicitly abstain from voting on any proposal, the shares represented by the proxy will be considered present at the Annual Meeting for the purpose of determining a quorum. Abstentions will not be counted as votes cast and therefore they will have no effect on the outcome of any proposal.
What is a “broker non-vote”?
A “broker non-vote” occurs when a broker submits a proxy to the Company that does not indicate a vote for one or more of the proposals because the broker has not received instructions from the beneficial owner on how to vote on such proposals, and does not have discretionary authority to vote in the absence of instructions. Brokers have discretionary authority to vote on matters that are deemed “routine,” such as the ratification of our independent registered public accounting firm (Proposal 2). Brokers do not have discretionary authority to vote on matters that are deemed “non-routine,” such as the election of directors (Proposal 1). Broker non-votes will be counted for the purposes of determining whether a quorum exists at the Annual Meeting, but because they are not votes that are cast, they will have no effect on the outcome of Proposal 1.
Will I have dissenters’ rights?
No dissenters’ rights are available under the General Corporation Law of the State of Delaware, our certificate of incorporation, or our Bylaws to any stockholder with respect to any of the matters proposed
What does it mean if I receive more than one Report") are a
It means your shares are registered differently or are held in more than one account. To ensure that all of your shares are voted, please vote as instructed in each Notice or sign and return each proxy card (if you have requested and received paper copies of this proxy statement and about May 6, 2024. A
Are voting records confidential?
We require vote tabulators and the Inspector of the Election to execute agreements to maintain the confidentiality of voting records. Voting records will remain confidential, except as necessary to meet legal requirements, and in other limited circumstances such as proxy contests.
How does the Company solicit proxies?
The Company will solicit proxies by mail, telephone,at any adjournment or other means of communication.postponement thereof. We will bear the cost of the solicitation of proxies. The Company has retained MacKenzie Partners, Inc. to assist in soliciting proxies from stockholders and we will pay a fee estimated at $9,500, plus expenses, for such services. In addition, solicitation may be made by our directors, officers, and other employees. We reimburse brokerage firms, custodians, nominees, and fiduciaries in accordance with the rules of the Financial Industry Regulatory Authority for reasonable expenses incurred by them in forwarding materials to the beneficial owners of our common stock.
| Proposal | Voting Choices | Voting Requirements | Effect of "Broker Non-Votes" | |||||||||||
| 1 | Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025 | With respect to each director nominee: For Against Abstain | With respect to each director nominee: Affirmative Vote of Majority of Votes Cast | No effect | ||||||||||
| 2 | Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 | For Against Abstain | Affirmative Vote of Majority of Votes Cast | Not applicable | ||||||||||
| 3 | Approve, on an advisory basis, the compensation of the Company's named executive officers | For Against Abstain | Affirmative Vote of Majority of Votes Cast | No effect | ||||||||||
| 4 | Approve the Amended and Restated 2012 Share Incentive Plan | For Against Abstain | Affirmative Vote of Majority of Votes Cast | No effect | ||||||||||
Act. SEC and that each of Mr. Schlackman, Mr. Hoer, and Ms. Thomas, the current members of the Compensation Committee, are "non-employee directors" under Rule 16b-3 of the Exchange Act. employee and whether the Company and its stockholders would benefit from a Lead Independent Director. and Compen member Exchange Act the Company. AND ESG OVERSIGHT deci pro expo objectives. In addition, members of management briefed on specific issues attend Board meetings as needed to provide additional insight into the specific issues being discussed, including risk exposure. The Board works with our senior executives in reviewing the cybersecurity risks and strategy, provides guidance on the Company’s cybersecurity goals and objectives, and monitors the information it receives from management regarding the assessment and management of cybersecurity risk. If a significant cybersecurity incident occurs, it will be reported promptly to the Board near the time of discovery. A compensation for the CEO and other executive officers. The Committee applies a set of principles to ensure our executive compensation programs support our business strategy and vision, are simple and easy to understand, reinforce a One Team mindset, provide market competitive opportunities, align with stockholder interests and set balanced and achievable incentive targets. above or below median based on various factors including Company performance, internal equity considerations and individual performance. December 31, 2023 are illustrated below. CEO (the CEO did not provide input on his own target bonus opportunity). For 2023, each NEO's target bonus opportunity did not change from 2022 levels. The business growth. The Compensation Committee period. The Severance Plan. We also introduced an executive preventive health screening which our executive officers will be eligible to access once per year. This new benefit is aligned with our goal of reinforcing a stable and engaged executive team. As a Health and Wellness company, we believe it is critical for our top leadership team to be informed of their health indicators and enabled to proactively manage their health outcomes. This program consolidates the appointments into one day to allow each executive to efficiently schedule all screenings, allowing business leaders to focus on key transformation initiatives. or making reasonable progress towards meeting these guidelines. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to Company securities (including compensation awards), including prepaid variable forward contracts, equity swaps, collars, puts, calls, and other derivative instruments and exchange funds. Company (2023, 2022, and 2021) (1)Represents the number of Severance Plan. Under the termination; written agreement under which the executive provides services. Performance- Based Shares 2024 COMMITT and the SEC. ” INDEPENDE auditor in connection with ser Accou follo audits PRINCIPAL STOCKHOLDERS stock. The number of shares beneficially owned by each person 21202. ir.medifastinc.comPROPOSAL 1: ELECTION Thenine directors. Eachseven directors. Our Board has set seven directors as the number to be elected at the Annual Meeting and, upon the recommendation of the Nominating/Corporate Governance Committee, has nominated current directors Jeffrey J. Brown, Daniel R. Chard, Elizabeth A. Geary, Michael A. Hoer, Scott Schlackman, Andrea B. Thomas and Ming Xian for reelection, as directors with terms expiring at the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified.for election toare currently directors of the Board hasCompany and have been previously elected to the Board by our stockholders. Management has no reason to believe that any of the nominees isare unable or unwilling to serve if elected. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the Named Proxies will vote shares represented by proxies at the Annual Meeting for the election of such persons as shall be designated by the Board.DIRECTOR NOMINEESJeffrey J. Brown, age 55, has been a director Company since June 2015. Mr. Brown serves nominees, along with their present positions, their principal occupations, current directorships held with other public corporations, as well as directorships during the past five years, their ages and the first year elected as a Medifast director, are set forth below. Certain individual qualifications, experiences and skills of our directors that contribute to the Board’s effectiveness and supportthe Company’s strategy as a member of the Auditwhole are also described below. The Nominating/Corporate Governance Committee Executive Committee and Mergers & Acquisitions Committee. Mr. Brown is the Chief Executive Officer and founding member of Brown Equity Partners, LLC (“BEP”), which provides capital to management teams and companies needing equity capital. Prior to founding BEP in 2007, Mr. Brown served as considers numerous qualifica founding partner and primary deal originator of the venture capital and private equity firm Forrest Binkley & Brown (“FBB”) from 1993 to 2007. In his 29 years in the investment business Mr. Brown has been on over 40 boards of directors including service on 7 public companies. Since June 2015, Mr. Brown has served as the Lead Director of Medifast, Inc. (NYSE: MED). In August 2016, Mr Brown was appointed to the board of Outerwall, Inc, in Seattle, WA. Outerwall, Inc (NASDAQ “OUTR”), is tions when considering ca Company that delivers automated retail spaces. In February 2014, Mr. Brown was appointed as an independent board member by ndida significant stakeholder to RCS Capital Corporation (“RCS”) a ”Controlled Corporation”; as defined by the New York Stock Exchange from RCS’s inception in 2012 until the present. On January 31, 2016, RCS and the material stakeholders agreed to effect a consensual financial restructuring of RCS debt through a voluntary, pre-arranged Chapter 11 Bankruptcy in Delaware (case #16-10223). Pursuant to the stakeholders’ agreement, RCS will be renamed as Cetera Financial Holdings and is expected to exit its bankruptcy case in the second quarter of 2016. From 2011 until 2015, Mr. Brown served as a director of Midatech Pharma PLC (LSE: MTPH). From 2012 until 2014, Mr. Brown served as a director of Nordion, Inc. (NYSE: NDZ). From 2009 until 2011, Mr. Brown served as a director of Steadfast Income REIT, Inc. Mr. Brown has worked at Hughes Aircraft Company, Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation. Mr. Brown received his MBA from the Stanford University Graduate School of Business in 1987 and graduated Summa Cum Laude as a Mathematics Major from Willamette University in 1983. Mr. Brown was nominated for re-election to our Board pursuant to the terms of that certain Cooperation Agreement, dated April 3, 2015 (the “Cooperation Agreement”), between the Company and Engaged Capital, LLC, Engaged Capital Master Feeder I, L.P., Engaged Capital Master Feeder II, L.P., Engaged Capital I, L.P., Engaged Capital I Offshore, LTD, Engaged Capital II, L.P., Engaged Capital II Offshore LTD., Engaged Capital Holdings, LLC and Glenn W. Welling (collectively, the “Engaged Group”).Qualifications: Mr. Brown brings to the Board extensive public and private company board experience and significant transactional experience.Kevin G. Byrnes, age 68, has been a director of the Company since 2013. Mr. Byrnes serves as Chairman Mergers & Acquisitions Committee Board, including their qualifications, skills, experiences, and as a member of the Audit Committee. Mr. Byrnes has more than 40 years of financial experience working in the retail and commercial banking industries. He is currently Chairman of the Board of Bay Bank, with assets of approximately $500 million and 12 branches located in the Baltimore metropolitan area. Mr. Byrnes served as President/COO and Director of Provident Bank from 2002 to 2009. Provident, acquired by M&T Bank in May 2009, was the largest independent financial institution in the Maryland and Northern Virginia marketplaces at that time, with $6.5 billion in assets, 150 branches and 1,600 employees. Prior to Provident Bank, Mr. Byrnes spent 25 years with the Chase Manhattan Bank in various executive management positions. Mr. Byrnes began his career at Bankers Trust Co. in New York. He received a BBA from Pace University.Qualifications: Mr. Byrnes was selected based on his extensive financial experience given his long career in the banking industry. Because of his public-company experience and significant prior board experience, Mr. Byrnes is serving on the Company’s Audit Committee and Chairs the Special Mergers & Acquisitions Committee.Charles P. Connolly, age 67, has been a director of the Company since 2006. Mr. Connolly serves as Chairman of the Audit Committee and as a member of the Mergers & Acquisitions Committee. Mr. Connolly spent 29 years at First Union Corp., which merged with Wachovia Bank in 2001. He retired in 2001 as the President and Chief Executive Officer of First Union Corp. of Pennsylvania and Delaware. Mr. Connolly serves on the board of numerous profit and non-profit organizations. He received an MBA from the University of Chicago and an AB from Villanova University.Qualifications: Mr. Connolly brings to the Board extensive executive experience and financial acumen derived from a lengthy executive career in the banking industry. He possesses a unique financial and risk assessment perspective into the operations and financial management of the Company. He spends significant time with our executive team, providing guidance and consultation on key metrics and performance objectives that have served Medifast well in the past few years.- 5 -Constance J. Hallquist, age 52, has been a director of the Company since June 2015. Ms. Hallquist serves as Chairman of the Nominating and Corporate Governance Committee. Ms. Hallquist is President and Chief Executive Officer of DNA Diagnostics Center (DDC), one ofthe largest private DNA testing companies in the world with offices in Fairfield (Ohio) and London (United Kingdom). DDC offers comprehensive DNA testing for paternity and family relationships, forensics, genetic traits of animals, cell line authentication, and ancestry. Previously, Ms. Hallquist was President of Healthy Directions, a Helen of Troy company (NASDAQ: HELE) and she served as President, New Business Ventures, for Orchard Brands, a $1 billion catalog holding company. In 2007, Orchard Brands acquired the company that Ms. Hallquist founded in 2000, Gold Violin, a multi-channel retailer offering helpful products for independent living. Prior to Gold Violin, Ms. Hallquist held the position of Managing Director at Prophet, a brand strategy consulting firm, where she oversaw the firm's flagship clients including Williams-Sonoma, Audi, UBS, and Levi Strauss & Co. Prior to consulting, Ms. Hallquist worked in brand management at Kraft Foods. She received a BA in French Language & Literature from the University of Virginia and an MBA degree from the Darden School at the University of Virginia. Ms. Hallquist was nominated for re-election to our Board pursuant to the terms of the Cooperation Agreement.Qualifications: Ms. Hallquist brings to the Board leadership skills, and significant experience in the direct sales business model and the healthcare and nutritional supplement industry.Jorgene K. Hartwig, age 54, has been a director of the Company since June 2015. Ms. Hartwig serves as a member of the Nominating and Corporate Governance Committee. Ms. Hartwig is currently the Vice President of Corporate Engagement for Inforum & Inforum Center for Leadership since October 2015. Inforum is a non-profit organization that focuses on accelerating careers for women and positioning women for board service though education and career development. She is responsible for developing partnerships with C suite executives across a broad range of industries including Direct Sales, Health Care and Consumer Products. Prior to this, she served as Chief Operating Officer of 3kinetic, LLC, a startup servicing the advertising and film industries, from January 2015 to October 2015 and continues to act as an advisor for the organization. From January 2009 until December 2014, Ms. Hartwig served as Vice President and Chief Marketing Officer of Amway North America, the North American affiliate of one of the world’s largest direct selling businesses, which specializes in the health and beauty markets. Ms. Hartwig’s professional experience also includes serving as the Vice President of Marketing for Marcus Hotels & Resorts, a division oftenure. The Marcus Corporation (NYSE:MCS); the Vice President of Marketing for Fiskars Corporation, Bo global consumer products company; the Vice President of Marketing for Bemis Manufacturing Company, a global plastic products manufacturer; Business Team Leader for Pillsbury Company prior to its acquisition by General Mills; Director of Worldwide Business Development for SC Johnson Wax; and various brand management and market research positions. Ms. Hartwig earned a bachelor’s degree in marketing from the University of Wisconsin and received an MBA degree from Marquette University. Ms. Hartwig was nominated for re-election to our Board pursuant to the terms of the Cooperation Agreement.Qualifications: Ms. Hartwig brings to the Board extensive experience as a marketing executive, including expertise in the direct selling industry.Michael C. MacDonald, age 62, has been a director of the Company since 1998. Mr. MacDonald serves as Chairman of the Executive Committee. Mr. MacDonald has served as Executive Chairman of the Board since November 2011, and was promoted to Chairman and Chief Executive Officer in February 2012. Prior to this role, Mr. MacDonald was Executive Vice President of OfficeMax, overseeing the Contract Division, a $3.6 billion division of the OfficeMax Company. Mr. MacDonald has spent an additional 33 years in sales, marketing, and general management at Xerox Corporation. Among his most significant roles was leading the turnaround in North America from the years 2000-2004 as President of the North American Solutions Group, a $6.5 billion division of Xerox. In addition, Mr. MacDonald was President of Global Accounts and Marketing from 2004-2007, where he led the re-branding of the Xerox Corporation. Mr. MacDonald also has international experience in marketing, sales, and operations with both Xerox and OfficeMax. In addition to serving as Chairman and Chief Executive Officer of the Company, Mr. MacDonald serves on the Direct Selling Association & Direct Selling Education Foundation boards of directors. Mr. MacDonald is the Treasurer & Chairman, Finance Committee, as well as a member of Direct Selling Association’s Executive & Strategic Planning Committees. Mr. MacDonald also serves on the Jimmy V Foundation and the Archdiocese of Baltimore Catholic Community Foundation. Mr. MacDonald received his BA from Rutgers University, earned 44 MBA Credits at Iona College, and attended premier executive education courses in leadership and management at Harvard and Columbia Universities. Mr. MacDonald is the uncle of Margaret Sheetz, who resigned from the Company on April 8, 2016.Qualifications: Mr. MacDonald brings to the Board considerable leadership skills and significant experience from large corporations. His significant leadership and management experience helps drive innovation and results.Carl E. Sassano, age 66, has been a director of the Company since 2013. Mr. Sassano serves as Chairman of the Compensation Committee and as a member of the Executive Committee. He is a member of the board of Transcat, Inc. and the Lead Director. Mr. Sassano was Chairman of the Board of Transcat from October 2003 until July, 2013. From April 2007 to May 2008, he also served as executive chairman of the board. Mr. Sassano became President and Chief Executive Officer in March 2002 and was named Chairman of the board in October 2003. In May 2006, he ceased serving as president when Charles P. Hadeed assumed that position. He ceased serving as CEO in April, 2007. Mr. Sassano was president and chief operating officer of Bausch & Lomb Incorporated in 1999 and 2000. He also held positions in Bausch & Lomb as president-global vision care (1996-1999), president-contact lens division (1994-1996), group president (1993-1994) and president-Polymer Technology (1983-1992), a subsidiary of Bausch & Lomb. Mr. Sassano is a partner in CSW Equity Partners, a small private equity investment company. He also serves as Chairman of the board of Voiceport, one of the companies in the CSW portfolio. He received a BA from Rochester Institute of Technology and an MBA from the University of Rochester.- 6 -Qualifications: Mr. Sassano brings to the Board leadership skills and significant public corporate experience from both small companies (Transcat) and large corporations (Bausch & Lomb). He also bring a strong understanding of the issues organizations face in executing a growth strategy.Scott D. Schlackman, age 58, has been a director of the Company since June 2015. Mr. Schlackman serves as a member of the Compensation Committee and /Corporate Governance Committee. Mr. Schlackman is currently President of Scott Schlackman Global Consulting, LLC. From 2010 to 2013 he was President of Avon UK and Vice President of Liz Earle Products, which Avon acquired in March 2010, forGovernance Committee believe that the United Kingdom and Ireland. In 2010 he was Regional Vice President for Global Sales Development WEMEA and Asia Pacific Regions for Avon. In his 24 years with Avon, Mr. Schlackman served in a variety of senior executive roles with Avon Products, Inc., a global manufacturer and marketer of beauty and related products. Mr. Schlackman received a BS from the Wharton Schoolcombination of the Universityvarious qualifications and experiences of Pennsylvania. Mr. Schlackman was nominated for re-electionthe director nominees would contribute to our an effective and well-functioning Board pursuantand that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the termsCompany’smanagement.Cooperation Agreement.Qualifications: Mr. Schlackman brings to the Board extensive executive leadership experience and expertise in the direct selling business.Glenn W. Welling, age 45, has been Annu director of the Company since June 2015. Mr. Welling serves as a member of the Compensation Committee and the Mergers & Acquisitions Committee. Mr. Welling is the founder and Chief Investment Officer of Engaged Capital. He is responsible for overseeing all facets of the firm. Prior to Engaged Capital, Mr. Welling was a Principal and Managing Director at Relational Investors, aa $6 billion activist equity fund. At Relational, Mr. Welling was responsible for managing the equity fund’s consumer, healthcare and utility group. He was involved in all aspects of Relational’s research process from the identification of investment ideas to the development and implementation of the engagement process with portfolio companies.Prior to Relational Investors, Mr. Welling spend seven years as a Managing Director at Credit Suisse as the Head of the Investment Banking Department’s Advisory Business. At Credit Suisse, he built his group from two to fifty people and into one of the leading commercially focused advisory businesses on Wall Street advisor on over $100 billion of transactions in his last year there. Mr. Welling joined Credit Suisse when the Firm acquired HOLT Value Associates L.P. (“HOLT”) where he was a Partner and Managing Director. At HOLT, he ran the Corporate and Alliance Services business, advising senior executives and Boards on how their decisions would be viewed and valued by institutional investors. Prior to HOLT, he was the Managing Director of Valuad U.S., a financial software and training company. Prior to leading Valuad U.S., Mr. Welling worked at a number of leading strategy consulting firms including A.T. Kearney and Marakon Associates. He has worked and managed businesses in the United States, Europe and Asia.Mr. Welling is a member of the Board of Directors of Jamba, Inc., a NASDAQ listed leading restaurant retailer of better-for- you food and beverage offerings, ROVI Corporation, NASDAQ listed provider of digital entertainment technology solutions, and Medifast, Inc., a NYSE listed manufacturer of medically based, proprietary healthy living and meal replacement products. He also teaches executive education programs at the Wharton School of Business at the University of Pennsylvania, his alma mater, where he was a two year captain and four year letterman of the tennis team. He currently serves as the Chairman of the Board of Directors for the University’s tennis program and as a member of the Wharton Executive Education Board. Mr. Welling was nominated for re-electionto our Board pursuant to the terms of the Cooperation Agreement.Qualifications: Mr. Welling brings to the Board financial and senior management experience, which makes him particularly qualified to serve on our Board.
ELECTION OF EACH OF THE 9SEVEN NOMINEES IDENTIFIED ABOVE.- 7 -BELOW. 
and /Corporate Governance Committees pursuant to the listing rules of the New York Stock Exchange (the “NYSE”“NYSE”) and, with respect to our Audit Committee and Compensation Committee, the rules and regulations existing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).undertook anundertakes an annual review of our directors’ independence. The purpose of this review wasis to determine whether any relationships or transactions involving our directors (including their family members and affiliates) wereare inconsistent with a determination that such director is independent under the independence standards prescribed by the NYSE’s listing rules and our Corporate Governance Guidelines. Our Board also consideredconsiders whether our Audit Committee and Compensation Committee members continue to satisfy the independence standards prescribed for audit committee and compensation committee members by the rules and regulations of the Exchange Act.itsthis determination, the Board consideredannually considers not only the criteria for independence set forth in the listing rules of the NYSE, but also any other relevant facts and circumstances that may have come to the Board’s attention. These related transactions, relationships or arrangements between a director (or any member of their immediate family or any entity of which such director or one of their immediate family members is an executive officer, general partner or significant equity holder) on the one hand, and Medifast or any of its subsidiaries or affiliates, on the other hand, might signal potential conflictsconflict of interest, or might bear on the materiality of a director’s relationship to Medifast or any of its subsidiaries. The Board consideredconsiders the independence issue not merely from the standpoint of the director, but also from that of the persons or organizations with which the director is affiliated.the non-employeeour current directors, other than Mr. Chard, qualify as independent under the independence standards prescribed by the listing rules of the NYSE. Our Board also determined that each of Messrs. Brown, Byrnes,Hoer, and ConnollySchlackman the current members of the Audit Committee, qualify as “independent”"independent" under the independence standards for audit committee members adopted by the SEC.The Board is committed to strong corporate governance and board independence. The Board recognizes that having the same person serve in the Chief Executive Officer and Chairman positions can present an issue for some companies and some boards. However, the 2004 Blue Ribbon Commission of the National Association of Corporate Directors found that separation of the roles of chairman and chief executive officer was not necessary for effective board leadership. The Nominating and Corporate Governance Committee and the Board continue to consider the issue of board leadership and do not believe there is any material corporate governance benefit to separating these positions at this time. Our Chairman of the Board does not have any enhanced rights as a director, but has the same voting authority as any other director. The role of Chairman is one which is principally that of presiding at meetings of the Board and taking the initiative on establishing the proposed agenda for meetings of the Board, which is a role our senior management would play a significant part in regardless of which director serves as Chairman. Our Board continues to believe that the current structure is in our best interests, and our stockholders’ best interests, and allows Michael C. MacDonald, who serves as our Chairman and Chief Executive Officer, to focus on our strategy, business, and operations.circumstances. circumstances. The Board retainsadheres to a flexible approach to the authorityquestion of whether to separate the positions of Chairman and Chief Executive Officer (“CEO”) and the necessity of a lead independent director, and considers a variety of factors in making a decision, including, but not limited to, the future if such change is determined to be in our best interests current performance of the Company and thosethe experience, knowledge and character of our stockholders. Thus, the CEO. The Board remains flexible and committed to a strong strong corporate governance structure and board independence. independence. The Board is committed to adopting corporate management and governance policies and strategies that promote our effective and ethical management. In this regard, the Board strongly believes that it should have maximum flexibility flexibility in deciding whether the offices of Chairman and Chief Executive OfficerCEO are combined or separate and, if separate, whether the Chairman should be an independent director or an employee.DirectorJeffrey Chairman of the Board, in addition to his role of CEO, in light of Mr. Chard’s leadership, vision, and knowledge of the Company and its stockholders. The Board believes that the combination of the Chairman and CEO positions best serves the needs of the Company and its stockholders. As Chairman and CEO, Mr. Chard serves as a key link between the Board and management. The Board has also determined that it is in the best interests of the Company and its stockholders to continue to maintain a Lead Independent Director.Brown, as Brown, as Lead Independent Director effective, effective June 17, 2015. The Lead Independent Director is responsibleresponsible for facilitatingfacilitating and coordinating coordinating the activities activities of the independent directors. For the purposepurpose of balancing balancing the interests interests of the stockholders stockholders and managementmanagement when the CEO also serves as CEO also serves as the Chairman of the Board or when the Chairman is not deemed to be independent, the Lead Independent Director serves as Chairman for meetings of the independent directors separate from management and any directors that are not independent. The Leadserves as Chairman for meetingsfrom time to time.directors separate from management. The Lead Independent Director also represents the best practices regarding registered public accounting firm, corporate governance, provides independent leadershipethics and compliance programs, principal officers, and key policies and practices, as well as the roles and responsibilities of our directors.the Board,participate in outside continuing education programs to increase their knowledge and performs such otherunderstanding of the duties and responsibilities asof Board members and the Company, and stay abreast of developing trends, regulatory developments, and best practices. We also provide all Board may determine.The principal responsibilitiesmembers with membership in the National Association of the Lead Independent Director are as follows:·Act as the principal liaison between the independent directors of the Board and the CEO and Chairman of the Board;
Corporate Directors ("NACD").- 8 -·Develop the agenda for and preside at executive sessions of the Board's independent directors;·Communicate to the Chairman any and all feedback from the executive sessions;·Prepare minutes of the meeting of independent directors, share minutes with the full Board when appropriate, and deliver the minutes to the Company for filing with the minutes of the Company;·Review and approve the agenda for the Board;·Participate in the compensation committee’s evaluation of the CEO’s performance;·Handle difficult and underperforming directors to improve the functionality of the Board;·Assist in Board succession plans;·Preside at all meetings at which the Chairman is not present;·Retain the authority to call meetings of the independent directors;·Subject to the authority of any committee of the Board, recommend to the Board the retention of advisors and consultants who report directly to the Board;·As the Board determines, serve as a liaison and be available for consultation and direct communication with major stockholders;·Make recommendations to the Board on behalf of the independent directors; and·Undertake further such responsibilities that the independent directors may designate to the Lead Independent Director from time to time.The Board conducted a self-assessment of its performance and effectiveness in 2015. As part of the process, each director completed a Board Evaluation Questionnaire. The questionnaire asked the directors to rate the Board’s effectiveness in a number of different areas and to provide other written commentary. The collective ratings and comments of the directors were compiled and presented by the Chair of the Nominating and Corporate Governance Committee to the full Board for discussion on how to improve effectiveness over the next year.In addition, each Board committee conducted a self-evaluation of its performance for 2015, with performance criteria for each committee developed on the basis of the committee’s purpose and mission, as set forth in such committee’s charter, and, based on the results of the evaluations, developed recommendations and a follow-up plan similar to that of the Board as a whole.has five standing committees: has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and /Corporate GovernanceGovernance Committee, and the ExecutiveExecutive Committee and the Special Mergers & Acquisitions Committee. . The Board has determined that each of the members of of the AuditAudit Committee, Compensation Committee, and Nominating and /Corporate GovernanceGovernance Committee meets the standardsstandards of “independence” "independence" established by the NYSE as currently currently in effect.. Additionally, the Board has determined that each of the members of the Audit CommitteeName Audit Compensation Nominating/Corporate Governance Executive Jeffrey J. Brown 
— — Daniel R. Chard — — — Elizabeth A. Geary — — — Michael A. Hoer — — Scott Schlackman — — Andrea B. Thomas — — Ming Xian — — — CommitteeCommittee are Charles P. Connolly (Chairman)Jeffrey J. Brown (Chairperson), Jeffrey J. Brown,Michael A. Hoer, and Kevin G. Byrnes, Scott Schlackman, all of whom have been determined by the Board to be “independent”within the meaning of SEC rules and the applicable NYSE listingapplicable SEC rules and NYSE listing rules. The Board has alsoalso determined that each member of the Audit Committee is “financially literate” asis "financially literate" as required by by the NYSE rules,NYSE rules, and that Mssrs. Brown and an AuditHoer are "Audit Committee Financial ExpertExperts" within the meaning meaning of the SEC rules applicable SEC rules based on among , among other things, things, the business experience of such member.auditors,registered public accounting firm, subject to stockholder ratification, at the annual meeting of stockholders.
Annual Meeting.- 9 -presentpresent members of the CompensationCompensation Committee are Carl E. Sassano (Chairman), Scott Schlackman and Glenn W. Welling, (Chairperson), Michael A. Hoer, and Andrea B. Thomas, all of whom havewhom have been determined by by the Board to be independent within“independent” within the meaning meaning of SEC rulesthe applicable NYSE listing rules and "non-employee directors" as defined under the applicable NYSE listing rules.chief executive officerCEO and determining the compensation of our chief executive officerCEO based on the achievement of these goals, approving the compensation of our other executive officers, overseeing our incentive compensation plans and equity-based plans, and reviewing and recommending changes to the Board with respect to director compensation. For information regarding our Compensation Committee, including its processes and procedures for determining executive compensation, see “Information About our Compensation Committee.”discretion.. and /Corporate Governance Committee are Constance J. Hallquist (Chairman)Andrea B. Thomas (Chairperson), Jorgene K. Hartwig, Elizabeth A. Geary, and Scott Schlackman, Ming Xian, all of whom have been determined by the Board to be independent within the meaning of the applicable NYSE listing rules. and /Corporate Governance Committee is responsible for, among other things, recommending to the Board potential director nominees for election to the Board, recommending to the Board directors to serve on the various Board committees, advising the Board with respect to Board composition, procedures and committees, and developing and recommending to the Board corporate governance principles applicable to the Company, and evaluating and making recommendations to the Board regarding the compensation of directors.Diversity . Board. Board. However, the charter of the Nominating and /Corporate Governance Committee requires that the Committee review the composition of the Board to ensure it has the “appropriate balance” "appropriate balance" of experience, skills, expertise, gender diversity, and racial diversity for the Board as a whole. Consistent with these guidelines, both the Nominating and /Corporate Governance Committee and the full Board seek director nominees with distinct professional backgrounds, experience, and perspectives so that the Board as a whole has the range of skills and viewpoints necessary to fulfill its responsibilities. As part of our annual Board self-evaluation process, the Board evaluates whether or not the Board as a wholeit has the skills and backgrounds for the current issues facing the Company. The Board also evaluates its effectiveness with regard to specificspecific areas of expertise.Process. Process. Pursuant to our Corporate Governance Guidelines, our Nominating and / Corporate Governance Committee reviews the qualifications of proposed director nominees to serve on our Board and recommends director nominees to our Board for election at the Company’s annual meeting of stockholders. The Board proposes a slate of director nominees to the stockholders for election to the Board, using information provided by the Nominating and /Corporate Governance Committee. and /Corporate Governance Committee or the Board in identifying potential director nominees. The Nominating and /Corporate Governance Committee also considers potential nominations for director provided by the Company’s stockholders and submits any such suggested nominations, when appropriate, to the Board for approval. Stockholder nominees for director are evaluated using the same criteria described above. Stockholders wishing to recommend persons for consideration by the Nominating and /Corporate Governance Committee as nominees for election to the Board can do so by writing to the Office of the Corporate Secretary Medifast, Inc., 3600 Crondall Lane, Suite Medifast, Inc., 100 Owings Mills, International Drive, 18th Floor, Baltimore, Maryland 2111721202 and providing the information and following the additional procedures set forth in the Bylaws, which are described in “Stockholder"Stockholder Proposals and Nominations for Director”Director" in this Proxy Statement.Michael C. MacDonald (Chairman), Jeffrey Daniel R. Chard (Chairperson) and Jeffrey J. Brown, and Carl E. Sassano.
Brown.- 10 -ExecutiveExecutive Committee has all of the authority of the Board of Directors, , except with respect to certain matters that by statutes may statute may not be delegated by by the Board of Directors.Board. The ExecutiveExecutive Committee may may meet periodically during periodically during the yearyear to developdevelop and review strategic operationalreview strategic operational and management policies for the ExecutiveExecutive Committee.Executive Committee did not hold any meetings during fiscal 2015.Special Mergers & Acquisitions CommitteeThe present membersNominatinSpecial Mergers & Acquisitionsself-assessment process, including determining the format. More recently, the Nominating/Corporate Governance Committee has determined that written questionnaires are Kevin G. Byrnes (Chairman), Jeffrey J. Brown, Charles P. Connolly, and Glenn W. Welling.The Special Mergers & Acquisitions Committee is responsible for reviewing and overseeing all mergers, acquisitions, investment transactions and similar transactions being considered bya highlCompany, and making recommendations to the Board.The Special Mergers & Acquisitions Committee operates under the Mergers & Acquisitions Committee Charter adopted and approved by the Board. A copy of the charter can be obtained from the Company’s website (https://ir.medifastnow.com/ ) or by sending a request to the Office of the General Counsel, Medifast, Inc., 3600 Crondall Lane, Suite 100, Owings Mills, Maryland 21117.Company takes Company takes a comprehensive approachcomprehensive approach to risk management and believes riskmanagement and believes risk can arisearise in every decisionevery decision and action taken by by the Company, Company, whether strategicstrategic or operational. The Company, Company, therefore, seeks to include riskrisk management principles in all of its its management processes andprocesses and in the responsibilitiesresponsibilities of its employees at every level.employees at every level. Our comprehensivecomprehensive approach is is reflected in the reporting processes, by reporting processes, by which our management provides timely and comprehensiveprovides timely and comprehensive information to the Board to supportsupport the Board’s role in oversight, approval, oversight, approval, and decision-making.closely monitors closely monitors the informationinformation it receives receives from management and provides oversightmanagement and provides oversight and guidance to our managementmanagement team concerning the assessmentassessment and management of risk. risk. The Board has has delegated oversightoversight for matters involving involving certain specific areas specific areas of risk exposureexposure to its committees. Eachits committees. Each committee reports reports to the BoardBoard at regularly regularly scheduled Board meetings, andmeetings, and more frequently frequently if appropriate, appropriate, with respect to the matters matters and risks risks for whichwhich the committee provides oversight.senior executives providesenior executives provide the BoardBoard and its its committees with regularwith regular updates about the Company’s strategiesstrategies and objectives,objectives and the risks inherent withinwithin them at Board andand committee meetings meetings and in regular reports. regular reports. Board and committee meetings also providemeetings also provide a venue for directors directors to discuss issuesdiscuss issues with management. The Board and committees may call special meetings when necessary special meetings when necessary to address specific address specific issues. In addition, our directors have accessdirectors have access to Company managementCompany management at all levels levels to discuss any discuss any matters of interest, interest, including thosethose related to risk. ThoseThose members of management mostmanagement most knowledgeable of of the issuesissues attend Board meetingsBoard meetings to provide additional insightprovide additional insight into items being items being discussed, including risk exposures.approvesapproves the Company’s high level goals, strategies high-level goals, strategies and policies to set the tone and direction for appropriate riskappropriate risk taking withinwithin the business.business. The Board and its committees then emphasize this tone and direction in its oversight of management’s implementation of the Company’sgoals, strategies, and policies. its committees then emphasize this tone and direction in its oversight of management’s implementation of the Company’s goals,ESG and sustainability efforts, which focus on the Company’s efforts to positively impact both people and the planet.policies.https:https://ir.medifastnow.com/ir.medifastinc.com/ by following the links through “Investor Relations”"Investor Relations" to “Corporate Governance.”"Governance."Company’sCompany's principal executive officer, principal financial officer, principal accounting officer, or controllerofficers will be posted on the Company’s website (https:https://ir.medifastnow.com/ir.medifastinc.com/).2015, 2023, our Board convened 10met four times including six telephonic meetings, , and our Board Committees committees held the following number of meetings: meetings: — : four meetings; meetings;Committee — five meetings; Committee: eight meetings; Nominating and Nominating/Corporate Governance Committee — seven meetings; Committee: four meetings; and — zero meetings; and (v) Special Mergers & Acquisitions Committee — zero: four meetings.conference telephone conference, and all directors are expected to attend the Company’s annual meeting meeting of stockholders.stockholders. All but two of the ten directors serving and up for re-election at the time of the 20152023 Annual Meeting of Stockholders attended the 20152023 Annual Meeting of Stockholders held on June 17, 2015.15, 2023. All of our current directors attended all of the meetings of the Board and the Board committees on which they served in 2015.
2023.- 11 -The non-employee directorsMedifast receive an annual stockour outstanding common stock. We offered to discuss a variety of topics with them and stock option grant for their service on the Board. In February 2015, each non-employee director received 5,000 stock options. Directors who joined the Board mid-year in 2015 were granted 2,500 stock options. Stock options are granted at the February meetinghad conversations regarding a number of different aspects of the Board, and in September to directors who joinedCompany. We value the Board mid-year in 2015, and vest over a three year term. In Fiscal 2015, directors were given the opportunity to receive either 1,250 restricted shares and a quarterly cash retainer of $5,000, or 750 restricted shares and a quarterly cash retainer of $7,500, at their election. Eachinput of our non-employee directors other than Rev. Reilly elected to receive the larger amount of restricted shares. The number of restricted shares was increased to 1,350 for Mr. Bondroff for his role as the Lead Director prior to June 2015, and reduced to 625 for directors who joined the Board mid-year in 2015 (675 for Mr. Brown for his role as the Lead Director after June 2015). The restricted shares were granted at the February meeting of the Board (or the September meeting of the Board, for directors who joined during 2015) and vest on January 1, 2017. Each non-employee director also received between $500 and $4,000 for attending a quarterly committee meeting (depending on the committeestockholders, and the position held).Due to the retirement of Mr. Barnum and Mr. Reece, all stock awards and options held by Mr. Barnum and Mr. Reece accelerated and vested as of March 31, 2015. The unvested portion of the restricted share awards granted to Messrs. McDaniel and Bondroff, Rev. Reilly, and Sr. Maguire during 2014 accelerated and vested due to their departure from the Board, and the restricted share awards granted during 2015 and all unvested stock options were forfeited as of July 13, 2015.The following table contains information concerning the compensation of our non-employee Directors during 2015.Name Fees Earned
or Paid in
Cash
($) Stock
Awards
($) (1) Option
Awards
($) (2) Total
($) Harvey C. Barnum (3) 23,125 9,938 17,934 50,997 Barry B. Bondroff (4) 27,281 42,593 80,394 150,268 Jeffrey J. Brown (5) 18,500 19,298 30,039 67,837 Kevin G. Byrnes 39,281 39,438 80,394 159,113 Charles P. Connolly 36,281 39,438 80,394 156,113 Constance J. Hallquist (5) 12,000 17,869 30,039 59,908 Jorgene K. Hartwig (5) 12,500 17,869 30,039 60,408 Catherine T. Maguire (4) 13,688 39,438 80,394 133,519 John P. McDaniel (4) 22,281 39,438 80,394 142,113 Jerry D. Reece (3) 22,781 9,938 17,934 50,654 Rev. Donald F. Reilly, O.S.A. (4) 18,500 23,663 80,394 122,557 Carl E. Sassano 38,281 39,438 80,394 158,113 Scott D. Schlackman (5) 13,500 17,869 30,039 61,408 Glenn W. Welling (5) 12,500 17,869 30,039 60,408 (1) Amounts are calculated based on the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718, “Stock Compensation,” excluding the effect of estimated forfeitures. The assumptions and methodologies used to calculate these amounts are discussed in Note 2 to our Consolidated Financial Statements included in the Company’s Annual Report. Under generally accepted accounting principles, compensation expenseoutreach process is an opportunity to:stock awards granted to our employees is recognized over the vesting periods of the applicable rewards.(2) Amounts are based on the aggregate grant date fair value of the option awards, computed in accordanceCompany;FASB ASC Topic 718.(3) Harvey C. Barnum and Jerry D. Reece retired from the Board effective June 17, 2015.(4) Barry B. Bondroff, Catherine T. Maguire, John P. McDaniel and Rev. Donald F. Reilly, O.S.A. did not stand for reelection to the Board in 2015, and departed from the Board on June 17, 2015.(5) Jeffrey J. Brown, Constance J. Hallquist, Jorgene K. Hartwig, Scott Schlackman and Glenn W. Welling were elected to the Board at the 2015 Annual Meeting.
our stockholders.- 12 -Our non-employee directors held the following outstanding awards as of December 31, 2015:Name Outstanding
Restricted Stock
Awards
(#) Outstanding
Stock Option
Awards
(#) Harvey C. Barnum - 6,250 Barry B. Bondroff - - Jeffrey J. Brown 675 2,500 Kevin G. Byrnes 2,000 7,917 Charles P. Connolly 2,000 10,000 Constance J. Hallquist 625 2,500 Jorgene K. Hartwig 625 2,500 Catherine T. Maguire - 1,666 John P. McDaniel - 1,666 Jerry D. Reece - 6,250 Rev. Donald F. Reilly, O.S.A. - 1,666 Carl E. Sassano 2,000 6,458 Scott D. Schlackman 625 2,500 Glenn W. Welling 625 2,500 - 13 -Michael C. MacDonald, Daniel R. Chard, who is also a director of the Company,the biographical biographical information of the Company’s executive officers is below (listed alphabetically by last name).below.Timothy G. Robinson, CPAChief Human Resources Officer for Medifast. Ms. Greninger joined the Company in October 2019 as has served as the Company’s, is Chief FinancialLegal Officer since February 2013. Prior to& Corporate Secretary for Medifast. Since joining the Company in 2009, Mr. Robinson wasGroves has held several executive management roles, most recently serving as Executive Vice President, Business Operations for Canon Business Solutions, Inc., from 2008 to 2013, where hePresident, and General Counsel and Corporate Secretary. He oversees the Office of the Chairman and the Company's Legal team, which consists of compliance, litigation, regulatory and government relations. Mr. Groves previously served as a key member of the executive team for this national office products subsidiary of Canon U.S.A. From 1995 to 2008, Mr. Robinson was Vice President, Finance & Administration for Canon Business Solutions-East, Inc. Mr. Robinson was Controller of Dupli-Fax, Inc. from 1989 to 1995 and was a Senior Emerging Business Consultant for Deloitte & Touche from 1985 to 1989. Mr. Robinson received his Bachelor of Science degree in accounting from Villanova University.Jason L. Groves, Esq., age 45, has served as the Company’s Executive Vice President and General Counsel since November 2011, and Corporate Secretary since June 2015. Mr. Groves was also a director of the Company from 2009 to 2015, an independent director and member of the Audit Committee from 2009 to 2011, as well as the Executive Committee from 2011 to 2015. Executive Committee.American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants.Medifast in November 2011, the Company, Mr. GrovesMaloney served as Assistant Senior Vice President, Chief Financial Officer of L.B. Foster Company, a publicly held global manufacturer and distributor of products and services for transportation and energy infrastructure. Prior to L.B. Foster Company, he served as Chief Financial Officer of First Insight, Inc., a privately held company providing consumer data to leading retailers and brands, where he continues to serve as a Board Advisor. Before joining First Insight, Mr. Maloney held roles at the H.J. Heinz Company ("Heinz"), including Vice President of Government Affairs for Verizon Maryland, since 2003. Mr. Groves is also Global Fina United States Army veteran. He was a direct commissioned Judge Advocate in the United States Army Judge Advocate General’s Corp (“JAG”). As a JAG Officer, he practiced lawncial Planning and had the distinction of prosecuting criminal cases in the District Court of Maryland as a Special Assistant United States Attorney. Over the course of three years, he received two Army Achievement Medals, and one Army Commendation Medal. Mr. Groves also sits on several non-profit boards including Anne Arundel Medical Center and the Maryland Hospital Association. Mr. Groves received his Bachelor of Science degree, cum laude, in Business with a concentration in Hospitality Management, from Bethune-Cookman University. He also obtained his juris doctorate from North Carolina Central University School of Law and is a member of the New Jersey and District of Columbia bars as well as several bar associations.Mehrnaz Mona Ameliage 45, is the President of Take Shape For Life and is responsible for providing day-to-day leadership and direction to Take Shape for Life in order to optimize performance and profitability. Ms. Ameli’s focus is on helping to develop and implement effective and creative plans for the long-term growth of the business and providing leadership, direction, and coaching to Field Marketing, Field Operations, and Field Business development. She is also responsible for driving TSFL’s strategic initiatives while insuring their alignment with Medifast’s overall strategic goals.Ms. Ameli brings over 20 years of progressive and successful executive leadership, management, and cross functional international expertise in the direct selling industry covering all major regions of the world: North America, Western and Eastern Europe, Middle East, Asia Pacific and Latin America. Before joining Medifast, Ms. Ameli held the role of General Manager, United States Division of Belcorp, the ninth largest direct selling company in the world with $2B in sales across 15 markets. Prior to joining Belcorp, Ms. Ameli was the Vice President of Marketing & Business Development at CGT in California where she managed the development and execution of their business strategy, market segmentation, branding, and budget and product portfolio. In addition, Ms. Ameli has had leadership positions at Shaklee Corporation, Natural Alternatives International, and Herbalife.Ms. Ameli has a proven track record of results-driven leadership in opening new markets as well as growing and enhancing sales and profitability for both established companies as well as start-ups. Her expertise in building multi-national consumer packaged goods brands, developing new products, and expanding new business units internationally with a special focus in the direct-to-consumer and direct selling industries makes her a valuable addition to the Medifast Team.Ms. Ameli serves on the Direct Selling Association Diversity Council and was honored in 2012 as one of the most influential women in the direct selling industry by Direct Selling News. She earned her Diploma of Economics and Master of Business Management from the University of Paris - Dauphine.Brian Kagen, age 43, has served as the Company’s Executive Vice President & Chief Marketing Officer since August 2012. Prior to this he served as the Company’s Executive Vice President, Marketing, Sales & Business Development since June 2011. In his current role, Brian oversees all marketing across the organization, driving day-to-day execution and initiating long-term plans to build awareness, drive revenue and profit growth all while working to expand the Medifast brand. Brian’s responsibilities include brand strategy, product marketing, channel management, creative services, pricing and promotion, consumer insights, public relations, social media, and marketing communications. Brian came to Medifast in June 2011 after a 14-year career with Fortune 500 Company, Stanley Black & Decker, where he held the position of Global Vice President of Marketing. In this position, Brian was charged with leadership for the company’s largest consumer products business segment. Brian received his BA from the University of Pennsylvania and his MBA from the Sellinger School of Business at Loyola University of Maryland where he serves as a guest lecturer. Brian is a graduate of Leadership Baltimore County and is active in the community as a youth football and basketball coach.Joseph Kelleman, age 61, is the Vice President of Finance, Corporate Controller. Mr. Kelleman joined Medifast as Director of Finance – Supply Chain in February 2012 with over 30 years of experience in finance at Stanley Black & Decker, Inc. Prior to joining Medifast, Mr. Kelleman was the Global Operations Controller – CDIY Business at Stanley Black & Decker, Inc. from 2010 to 2012. From 2009 through 2010, Mr. Kelleman held the position of Director of Finance – Asian Operations having financial oversight for all Power Tool manufacturing in Asia and the global sourcing operations for the Company. From 2001 to 2009, Mr. Kelleman held the position of American Power Tool Commercial Operations of Black & Decker America, Brazil, China and prior to that roleIndia. Previously, Mr. Tyree held numerous positions of increasing responsibility over his career withinvarious leadership roles at Fonterra LTD, Kraft Foods, Nabisco and the company. Mr. Kelleman received his BS Degree in Accounting from Mount St. Mary’s University.
Kellogg Company, giving him extensive marketing and general management experience both domestically and abroad.- 14 -Analysis (“CD&A”)20152023 compensation programprograms as they relate to our Named Executive Officers or “NEOs.” By definition, “Named Executive Officers” refers to a corporation’s CEO and CFO and the three most highly compensated executive officers for the most recent year (other than the CEO and CFO). As a result, the Company has five NEOs in this Proxy Statement. For 2023, our NEOs were:relatesnavigates the competitive landscape, in which acquiring customers has become more difficult due to competitive pressures from GLP-1 medications being sought after by our “named executive officers.” For 2015, our named executive officers are:ØMichael C. MacDonald – our Chief Executive Officer and Chairman of the BoardØTimothy G. Robinson – our Chief Financial OfficerØMargaret E. Sheetz – our President and Chief Operating OfficerØBrian Kagen – our Executive Vice President, Chief Marketing OfficerØMehrnaz Mona Ameli – our President of Take Shape for LifeExecutive Summary2015 was a challenging yearpotential customers. Some of these initiatives started in our industry2023 with others expected to begin in 2024, with all expected to be funded internally by the Company’s existing cash position, capital previously utilized for dividends, as well as savings from the Company’s expense reduction efforts. In conjunction with these growth initiatives, The Company discontinued its dividend payments effective December 7, 2023, in order to redirect capital to these growth initiatives as it seeks to deliver superior returns to stockholders in the larger market. Our netyears ahead. It is expected that much of the funds previously earmarked for dividends will be utilized to grow the business through marketing and technology initiatives that are expected to increase customer acquisition and the lifetime value of the Company's customers.continuing operations declinedthese actions until late in 2015, includingthe year and into 2025 and beyond. And while we enter 2024 facing similar challenges to 2023, we do expect to exit 2024 well-equipped to seize the opportunities available for growth in the years ahead, supported by a 2% decline in Take Shape For Life revenue compared to 2014 revenue. However, our earningsstrong balance sheet with no debt and a solid plan for 2015 were in-line with our revised annual guidance, due to our continued ability to generate leverage across our business model and effectively manage our expenses. In December 2015, our Board determined that it would be appropriate to distribute a portion of our excess cash to our stockholders, and initiated a quarterly dividend. Accordingly, a cash dividend of $0.25 was paid in February 2016capitalizing on all of our common shares held as of December 28, 2015.The membership of our Board went through significant changes during 2015 in connection with our entry into the Cooperation Agreement, asopportunities we welcomed five new directors and eight directors left the Board. are addressing.Compensation Committee has two new members, Mr. Schlackman and Mr. Welling, who have brought their own experiences to the Compensation Committee.During 2015, we remained focused on attracting, retaining, and motivating highly qualified executives, and aligning their interests with the interests of our stockholders, but also continued our assessment of our executive compensation programs with the input of our new Compensation Committee. This assessment has resulted in several positive changes to our executive compensation programs during 2015 and the first half of 2016, and we expect that we will continue to make changes to our programs to further achieve our compensation goals. The following is a summary of compensation actions taken during 2015, and during the first half of 2016.Compensation Actions in 2015 and 2016·Share ownership guidelines were adopted, requiring our executives and non-employee directors to hold shares of stock with a certain specified value.·A clawback policy was adopted that applies to our current and former executives.·We adopted an anti-pledging policy that prohibits our executives and non-employee directors from pledging our stock as collateral for a loan or holding our securities in a margin account (with an exception for current pledges of stock).·A new compensation consultant was engaged as of February 2016, who will assist our Compensation Committee with a review of executive compensation programs.·No new awards of restricted shares were granted to any of our named executive officers.In addition to the above actions, we have continued our policies which are what2023 Say-on-Pay Voteto be our ongoing “best practices” with respect to compensation.Compensation Best Practices·We do not provide excessive perquisites to our executives.·Our executives will not be entitled to tax gross-ups under section 4999 of the Internal Revenue Code of 1986, as amended, if there is a change in ownership or control of Medifast.·We do not provide supplemental retirement benefits to our executives.·We do not have employment agreements with our executives.·We provide only limited severance benefits to our CEO and CFO.·Approximately 83% of the target compensation for our CEO in 2015 was based on company performance or the performancethe results of our stock.- 15 -·The 2012 Share Incentive Plan (the “2012 Plan”) prohibits repricing of underwater stock options without stockholder approval, includes a double trigger in the event of a Change in Control, and provides that dividends paid on performance-based restricted shares will only be paid at the time and to the extent the underlying restrictions lapse.Stockholder OutreachThe Compensation Committee considers a number of perspectives to ensure our executive compensation program continues to be market competitive, tax efficient and generally consistent with best practices, while remaining aligned with stockholder interests. For example, the Compensation Committee carefully considers the opinions provided by proxy advisors such as ISS and Glass Lewis. In addition, our senior management met with stockholders that account for approximately 50% of our stockholders other than passive funds or insiders in 2015, none of whom expressed concerns regarding our executive compensation plans or our Chief Executive Officer’s compensation. The Compensation Committee believes this engagement with stockholders, as well as factoring in the input of shareholder advisory groups, in formulating the design of our programs disclosed herein, are sound governance practices.Consideration of 2014 “Say on Pay” Advisory Vote ResultsAs required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we held a “say on pay” advisory vote on executive compensation at("Say-on-Pay") from the prior year. At our annual2023 Annual meeting of stockholdersStockholders, approximately 94% of the votes cast were in 2014. At that meeting, only 28%factor of our stockholders voted in favor of ourthe Company's 2022 executive compensation proposal. Followingdecisions. We interpreted this as an endorsement by our “say on pay” advisory vote, we conducted an in-depth reviewstockholders of our compensation policiesprogram's design and programs, considered concerns that were previously raised by our stockholders and proxy advisors, and have adopted several new policies to promote good governance and an alignment of the interests of our executives with our stockholders. Our new direction.Committee continued this review during 2015 and the beginning of 2016. Since our 2014 say-on-pay vote, our Compensation Committee has taken the following actions:·Engaged a new compensation consultant, Frederic W. Cook & Co., Inc., who will assist with the development of our compensation program for 2016.·Updated our peer group to be used when making 2016 compensation decisions, in order to have a broader group of peers in our industry that is similar to our size and recruits from the same pool of talent.·Adopted stock ownership guidelines that apply to our executive officers and non-employee directors.·Adopted a clawback policy that applies to our current and former executive officers.·Adopted an anti-pledging policy that applies to our executives and non-employee directors (with an exception for current pledges of stock).·Amended our 2012 Plan to provide for a double-trigger in the event of a Change in Control on future grants of equity and equity-related awards.·Amended our 2012 Plan to provide that dividends paid on performance-based restricted shares will only be paid at the time and to the extent the underlying restrictions lapse.We are striving to ensure that our executive compensation program adequately represents our compensation philosophy, described below. Our next “say-on-pay” advisory vote on executive compensation will be held at our annual meeting of stockholders in 2017.Compensation Philosophythe talented individualsexecutive leaders who will be able to steer our companyCompany to long-term success, help the Company build a culture that can power our strategic and togrowth vision, and provide positive returns for our stockholders. Our executive compensation program is designed to attract, retain, and motivate these highly qualified executives, and to align their interests with the interests of our stockholders.ØAttract : We compete with other companies in our industry for talent, and many of these companies are much larger and have higher revenues. We offer our executives competitive compensation packages so that we can attract the talent needed to deliver quality results, and position our company to succeed now and into the future.ØRetain : A stable management team benefits our strategic long-term goals, and ensures that we are managed by executives who have a deep knowledge and understanding of our company and the ability to make well informedstockholders and to cultivate a One Team mindset. Accountability is one of the Company’s core values, therefore we link our executive compensation to Company performance. The largest portion of our executives’ compensation is variable and at-risk. Short-term and long-term incentives are tied to Company performance against operational and financial measures. To ensure an alignment between executives’ interests and those of our stockholders, we use an independent compensation consultant to provide analysis of our compensation program, plan design, and market competitiveness. our executives by providing them competitive on-going pay packages, and tying a portion of their compensation to their long-term service with the company.ØMotivate : We believe in pay for performance. A large percentage of our executives’ compensation is based on our performance. The only fixed element of compensation for our executives is base salary, with the remainder of compensation based on our financial performance (our executive cash bonus plan and performance-based deferred shares) and the value of our stock (the retention awards granted to our senior executives periodically, stock options granted to our Executive Vice Presidents annually, and performance-based deferred shares). Placing the value of a portion of our executives’ pay at risk ensures that our executives will work to achieve our stated business objectives and create stockholder value.- 16 -ØAlign Interests with Stockholder Interests: It is vital for our executives to make decisions that will create positive results for our stockholders. We believe that the best way to ensure our executives understand the pressing concerns of stockholders is for our executives to be stockholders themselves, and to have a meaningful proportion of their compensation paid in shares. Since the value of the executive’s compensation is dependent on our share price, the executive is motivated to increase long-term company value. Our executives are also required to own shares with a value equal to a multiple of base salary during the period that they are executives at Medifast, which ensures that our executives’ interests remain aligned with stockholder interests.Pay for PerformanceExecutive compensation at Medifast is focused on executive performance keyed to results. We provide fair and equitable compensation to our executives by combining conservativeproviding them competitive pay packages and tying a portion of their compensation to their long-term service with the Company.awards paidbonus rewards earned by our executives are based on the achievement of short-term performance goals and are only paid if threshold performance levels are achieved.performance (consistingNEO's (other than the CEO) to 50% performance-vested awards and 50% time-vested awards to recognize the continued volatile business conditions the Company is navigating.both cashrestricted shares) to reinforce stock ownership, align executives’ interests with those of our stockholders, and improve the holding power of compensation with regards to key talent.shares),share awards to align executive pay with Company performance and stock-basedincentivize executives to achieve pre-set performance goals, which drive stockholder value.incentives. The Compensation Committee has designed our executive compensation program so that performance-basedconsistent and other variable pay elements (annual incentive awards and equity-based awards) constitute a significant portionsustainable growth strategy.targeted annualorganization.that each executive is eligible to earn duringphilosophy and as further described below in the year. The total amountCD&A, the majority of compensation each executive could receive with respect to a fiscal yearfor our NEOs is provided in the form of variable, at risk pay. As shown below, 85% of our CEO's total target compensation is variable based on ourCompany and stock performance which motivates our executives to focus on creating value(67% for our stockholders.The following charts demonstrate that these performance-based and variable pay elements comprised at least 80% of the targeted annual compensation for the Chief Executive Officer, 80% of the targeted annual compensation for the Chief Operating Officer/President, and 70% of the targeted annual compensation for the Chief Financial Officer.
For purposes of these charts, “fixed” compensation is the executive’s base salary, and “variable” is a combination of the target cash bonus, the grant date fair value of the deferred shares granted in connection with 2015 performance (assuming performance at the target level)other NEOs’), and the grant date fair value of the portion of the restricted share awards that our CEO, President and CFO each received in 2013 and 2014 that were scheduled to vest during 2015. We have included the grant date fair value of the restricted share awards granted in 2013 and 2014 that vested during the 2015 because this is the amount the Compensation Committee took into consideration for compensation planning purposes when it granted the restricted share awards.Realized CompensationThe amounts included in the Summary Compensation Table are calculated based on SEC regulations and do not reflect the actual amounts that our named executive officers will receive during the year. The amounts included in the Summary Compensation Table are particularly misleading in the years that restricted share awards are granted to our named executive officers, since the full grant date fair value of the awards are reported in the year of grant, and we have not historically granted restricted share awards to our named executive officers on an annual basis. Instead, we have historically made one-time grants of restricted share awards that vest over a long vesting period. As a result, our Summary Compensation Table is required to show a larger “total compensation” in the year in which a restricted share award is granted, and lower “total compensation” in the years in which no such awards are made. It is our intent to grant future equity awards on an annual basis rather than as larger front-loaded awards, and we do not intend to make such front-loaded awards except under unusual circumstances, such as the stock buy-out/hire of a new executive. To illustrate the disconnect between the amounts reported in the 2015 Summary Compensation Table and the actual amounts realized by our CEO, the table below shows the amounts realized by our CEO, Michael MacDonald, in the applicable year, and the amount reported in the 2015 Summary Compensation Table.- 17 -Realized Compensation
The amounts in the “Summary Compensation Table” columns are as reported in the Total column of the 2015 Summary Compensation Table. The amounts in the “Realized Compensation” column include (a) base salary, (b) actual cash bonus earned for the applicable year, (c) the value on vesting of deferred shares that vest and are paid during the applicable year (which relate to performance in the prior year), (d) the value on vesting of restricted shares that vest during the year, (e) the value realized from the exercise of stock options during the year, and (f) all other compensation paid (or earned) during the applicable year (which is included in the “All Other Compensation” column of the Summary Compensation Table for the applicable year). The Summary Compensation Table amounts for 2013 and 2014 reflect the re-grant of certain restricted share and deferred share awards in 2014. The “Realized Compensation” column for 2013 has been updated from the total as reported in our 2015 proxy statement to correct an internal errorAs illustrated above, the amounts in the “Summary Compensation Table” columns are greater than the “Realized Compensation” columns for 2013 and 2014, when our CEO received large grants of restricted stock, while the “Summary Compensation Table” column for 2015 is lower than the “Realized Compensation” column for 2015, when we did not grant large awards to our CEO but a portion of his prior awards vested.CEO Compensation and Company ResultsOur focus on pay for performance can best be demonstrated through a comparison68% of our total stockholder return and our CEO’s realized pay over the same period. Our one and three-year total stockholder return are approximately (9)% and 16%, respectively. The realizable paylong-term incentive awards (44% for our other NEOs’) vest solely upon the achievement of long-term performance metrics.
directly linked to the value of our stock and to the positive returns for our stockholders. Due to the increase in the value of our stock since his hiring in 2012, our CEO’s realized compensation for this period has increased as well. Our CEO’s realized compensation decreased in 2015 due to the decrease in our stock price. This decrease illustrates the link between our stockholders’ interests and the interests of our CEO.To demonstrate the linkagelongperformance,performance. As we have refined our executive compensation program over the chart below compares our CEO’s realized pay (as disclosed above) for the last three fiscalpast several years, we continue to monitor CEO pay as it relates to our total stockholder return forperformance to ensure this alignment.period. The total stockholder return isour transformation would require a significant pivot in our business model and organizational and financial structure. While we increased our CEO's long-term incentive target opportunity based on compensation analysis for our peer group, the amount that a stockholder would have atactual realized compensation for our CEO and executive officers has been significantly impacted by the end of each fiscal year, assuming $100 was investeddecline in our stock price, as reflected in the beginningfollowing chart. This chart is supplemental to the “Pay versus Performance” disclosure included on page 38 of 2013.this Proxy, which is required under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
Compensation Best Practices Things We Do - 18 -Things We Don't DoPay-for-performance Dividends on unearned shares Double-trigger equity awards Excise tax gross-up payments Competitive severance benefits Guarantee bonuses Annual Say-on-Pay vote Supplemental retirement benefits Stock ownership guidelines Excessive perquisites Clawback policy Repricing of stock options Anti-hedging & anti-pledging policy 
are Madenamed executive officers,NEOs, and for reviewing, approving and, where appropriate, recommending to the full Board for approval, our incentive compensation and equity-based plans. The Compensation Committee is also responsible for the creation and periodic review of theour overall executive compensation philosophy, the analysis and assessment of any material risk to the Company related to our compensation programs,program, and the determination of the components and levels of executive compensation.programs,program, including Mr. MacDonald,Chard, our CEO, and Mr. Robinson,Maloney, our CFO, and Jeanne City, Executive Vice President,Mrs. Greninger, our Chief Human Resources.Resources Officer. Our management teamCEO evaluates the performance of our executives (other than our CEO),his own performance) and makes recommendations as to the compensation levels of our executiveseach executive (other than himself) and the goals for our short-term and long-term incentives. The advice of our managementCEO is important in order for the Compensation Committee to design compensation programs that align to corporate goals and our strategic direction. All compensation decisions are made by the Compensation Committee in its sole discretion.Since 2013, the Compensation Committee has engaged an independent executive compensation consultant firm, Keating Advisors, LLC. (“Keating”), to advise and make recommendations regarding Medifast’s executive compensation program. During 2015, Keating conducted an overall executive compensation review to determine whether our executives are being compensated appropriately in comparison to our peers, and reviewed our peer group to determine whether changes would be needed. has evaluatedworks with Meridian Compensation Partners, LLC (“Meridian”),an independent executive compensation consultant, as its independent compensation consultant to closely monitor developments and trends in executive compensation and to provide recommendations for appropriate adjustments to the Company’sexecutive compensation program, policies, and practices, in line with the Company’s business and talent strategies and investor expectations. The Compensation Committee evaluated the independence of KeatingMeridian and concluded thatthat no conflict of interest existsexisted that would prevent Keatingwould prevent Meridian from independently advisingindependently advising the Compensation Committee. Keating does Meridian does not provide servicesprovide services to Medifast other than as the independent consultantconsultant to thethe Compensation Committee.In addition to advice provided by Keating, the Compensation Committee utilized the following materials, along with other resources and tools, to render compensation decisions for 2015: (i) surveys and reports of executive compensation paid by other public companies with characteristics similar to ours and (ii) professionally published surveys from Towers Watson, WTPF Compensation Survey, Direct Selling Association Management Compensation & Benefits Survey, Economic Research Institute Salary Assessor, and HRA-NCA. These materials and other resources help to provide us with solid benchmarks for each component of our executive compensation package as well as a general understanding of best practices of companies in our industry who are competing for with us for top talent.In February 2016, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook will undertake a review of all of Medifast’s executive compensation programs and propose changes. The Compensation Committee has evaluated the independence of FW Cook and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. FW Cook does not provide services to Medifast other than as the independent consultant to the Compensation Committee.
Committee.- 19 -CompensationCompensation Committee measures the total direct compensation (whichassesses each executive’s total target compensation (which includes basebase pay annual cash , annual incentive target bonus and stock-based incentives and stock-based long-term incentives) of each executive against other organizationsstock-based long-term in the general weight-loss industry. There iscentives) a wide variety of diet products and programs which comprise the weight loss industry, which include a wide variety of commercial weight loss programs, pharmaceutical products, weight loss books, self-help diets, dietary supplements, appetite suppressants and meal replacement shakes and bars. Some ofgainst our competitors are substantially larger than we are, and have considerably greater financial resources than we have.compensation peer group. Our abilityability to remain competitive depends, in significant part, significant part, on our success in recruiting andand retaining executive leadership with an leadership with a competitively attractive compensation package.package. The Company targets total direct compensationCompensation Committee sets total target compensation for each executiveeach NEO near the median for organizations in the general weight-loss industry, withof our compensation peer group, with the mix of pay (base pay, pay (base pay, annual cash incentivesincentives and long-term incentives) designedstock-based long-term incentives) designed to reflect a strong bias towards pay bias towards pay for performance by placingby placing a majority majority of total target compensation at risk. The Compensation Committee may set total target compensation at risk.year, year, the Compensation Committee reviews and approves our compensation peer group to ensure thatthe Compensation Committee comparespeer companies meet the totalfollowing criteria: (1)industry (healthy living and wellness companies and general weight-loss industry companies); (2) revenue (approximately l/2x to 2x our annual revenue); or (3) business model (with an emphasis on direct selling consumer product companies). As part of Meridian’sengagement, the compensation for our executives toconsultant reviewed the compensation paid by an industry peer group approved by the Compensation Committee. The criteriafor continued appropriateness, which was used to identifyevaluate and set the peer group were: (1) industry — Medifast competes for talent with other healthy living and wellness companies and general weight-loss industry companies2023 compensation of similar and larger size; and (2) financial scope — our management talent should be compensated similar to that of companies ofNEOs. As a similar and larger size in terms of revenues.For 2015, the peer group was comprisedresult of the following five corporations. The peer group revenue range is from $214 million to $4.9 billion.·NutriSystem Inc.·Nutraceutical, Inc.·Herbalife Ltd.·USANA Health Sciences, Inc.·Weight Watchers International Inc.During 2015, the Compensation Committee engaged Keating to review the peer group and determine if any companies should be included or removed in order to provide us with a more focused peer group. Following thisannual review, the Compensation Committee adoptedapproved a revisedsixteen company peer group which includesin 2022 for 2023 compensation, with slight modifications from the following 13 corporations. The revised prior year's peer group. Our range is from $285 million to $1.5 billion.·Blyth, Inc.·Omega Protein Corporation·Boulder Brands, Inc.·Primerica, Inc.·Elizabeth Arden, Inc.·Seneca Foods Corp.·Inventure Foods, Inc.·Synutra International·Nature’s Sunshine Products, Inc.·USANA Health Sciences, Inc.·Nu Skin Enterprises, Inc.·Weight Watchers International Inc.·Nutrisystem Inc.The revised peer group was used by the Compensation Committee during 2015 when it began to develop our executive compensation program for 2016. However, prior to the finalizationour 2016 executive compensation program, with the assistance of FW Cook, the Compensation Committee developed a new peer group that is closely tailored in size and industry to Medifast, which will be used in the future. The new peer group, which includes the following 13 corporations, has a revenue range from $186 million to $1.1 billion.·Elizabeth Arden, Inc.·Nutraceutical International·Farmer Brothers Co.·Nutrisystem, Inc.·Inter Parfums·Omega Protein Corporation·Inventure Foods, Inc.·Synutra International·Jamba·USANA Health Sciences, Inc.·Lifevantage Corp.·Weight Watchers International Inc.·Nature’s Sunshine Products, Inc.The Compensation Committee will continue to review this peer group with FW Cook to ensure that the peer group continues to be appropriate.2023 Peer Group Company (n = 16) Industry Revenue (LTM) ($M) Market Cap ($M) McCormick & Company, Incorporated Packaged Foods and Meats 6,662 18,352 Herbalife Nutrition Ltd. Personal Products 5,062 1,512 Nu Skin Enterprises, Inc. Personal Products 1,969 960 1-800-FLOWERS.COM, Inc. Internet and Direct Marketing Retail 1,907 700 Edgewell Personal Care Company Personal Products 2,271 1,840 B&G Foods, Inc. Packaged Foods and Meats 2,062 826 The Hain Celestial Group, Inc. Packaged Foods and Meats 1,782 982 BellRing Brands, Inc. Personal Products 1,735 7,271 Tupperware Brands Corporation Housewares and Specialties 1,304 93 The Simply Good Foods Company Packaged Foods and Meats 1,250 3,952 WW International, Inc. Specialized Consumer Services 890 692 USANA Health Sciences, Inc. Personal Products 921 1,025 Inter Parfums, Inc. Personal Products 1,318 4,606 Duluth Holdings Inc. Internet and Direct Marketing Retail 643 185 Etsy, Inc. Broadline Retail 2,748 9,705 Spectrum Brands Holdings, Inc. Household Products 2,898 2,817 75th Percentile 2,391 4,113 Median 1,845 1,269 25th Percentile 1,291 794 Medifast, Inc. Personal Products 1,072 724 Percent Rank 16% 21% (cash and equity), and long-term equity awards.- 20 -executives. Our base salary determinations principally reflect the skills and performance levels of our individual executives, the needs of the Company, and pay practices of comparable public companies within the general health and wellness diet industry.It is not our policy to pay our executive officers at the highest base salary level. Instead, we establish executive base salaries below the midpoint level relative to our peers. NEOs.our executives’each NEO's base salariessalary on an annual basis, and asks for input and recommendations from the CEO and CFO and then considerstaking into account (i) the particular executive’sNEO's role and responsibilities; (ii) his or herthe NEO's level of performance, achievements, and contributions to the Company; (iii) current market data and salary levels for such executive’s particular position;from our compensation peer group; and (iv) the NEO's total compensation paid target compensation. For 2023, the Compensation Committee determined the NEOs’ base salaries would remain unchanged from 2022 (see table below) with the belief that maintaining base salaries at 2022 levels was in the best interest of the Company and Stockholders, as an acknowledgement of the difficult economic condition of the Company and consistent with austerity measures implemented by the Company.Executive Name Role Salary 12/31/2022 ($) 2023 Increase (%) Salary 12/31/2023 ($) Daniel R. Chard Chairman & Chief Executive Officer 1,000,000 0.0 1,000,000 James P. Maloney Chief Financial Officer 527,085 0.0 527,085 Nicholas M. Johnson Chief Field Operations Officer 440,352 0.0 440,352 Anthony E. Tyree Chief Business Operations Officer 415,873 0.0 415,873 Jason L. Groves Chief Legal Officer & Corporate Secretary 427,781 0.0 427,781 such executive. We believe this policy sets reward our NEOs for the achievement of critical short-term financia prudent and fiscally responsible tone for the Company’s overall base salary compensation program.l goals and other corporate objectives that support the long-term sustainability of the Company. The Compensation Committee revieweddetermined each NEO’s target bonus opportunities, taking into account benchmark data from our compensation peer group, the base salary of each named executive officer and determined that the base salaries are generally in line with the general market. Each of our named executive officers (other than Ms. Ameli) received a 3% cost-of-living increase in base salary, effective January 1 2015. Ms. Ameli did not receive a salary increase due to her hiring in November 2014. Base salary for 2015 for each named executive officer is illustrated below:Name 2015 Base
Salary Mr. MacDonald $ 654,462 Mr. Robinson $ 327,231 Ms. Sheetz $ 436,308 Ms. Ameli $ 315,000 Mr. Kagen $ 274,392 Annual Incentive BonusOur annual incentive bonus awards are paid to participants in a combination of cash and performance-based deferred shares. These bonus awards principally reflect the Company’s financial performance and achievement of corporate objectives approved by our Board. The executive cash bonus plan and the performance-based deferred share awards are designed to reward our executives for the achievement of shorter-term financial goals, predominantly revenue, profitability, and cash flow. In consultation with the Chairman and CEO, the Compensation Committee evaluates, adjusts and approves the target cash bonus and the amount of deferred shares to be granted to each executive officer. In determining the target amounts for each executive, the Compensation Committee and the Chairman and CEO consider each executive’sNEO’s contribution to current and long-term corporate goals and value ininput from the labor market.financial targets fortable below shows each NEO’s 2023 target bonus opportunity, expressed as a percentage of base salary.Executive Name Role Target Opportunity
(% of Base Salary)Daniel R. Chard Chairman & Chief Executive Officer 115 James P. Maloney Chief Financial Officer 70 Nicholas M. Johnson Chief Field Operations Officer 70 Anthony E. Tyree Chief Business Operations Officer 70 Jason L. Groves Chief Legal Officer & Corporate Secretary 70 annual cashgrowth and equity incentives are set based on the annual budget approved by the Board during the first quarter of 2015, and are intended to reward executives if the financial performance projections are met.For 2015, the financial targets were based on corporate revenue, income before tax, and cash flow. The performance targets were the same for both the cash and the deferred share componentsprofitability of the annual incentive bonus. However,Company while maintaining stable operations that deliver strong customer satisfaction were deemed critical for Company success. discussed below, the deferred shares have an additional service requirement,Company believes it provides a barometer for customer satisfaction and only vest if the executive remains employed for an additional year after the endloyalty, and is sensitive to business disruption and is a predictor of the performance period.set the target for pre-tax profit at $34.0 million, the target for corporate revenue at $300.0 million,selected Revenue and net increase in cash and cash equivalents at $23.7 million (excluding adjustments from/to investment accounts, treasury stock repurchases and change in year over year deferred income tax, and income tax payable balances versus last year). The Compensation Committee set the revenue target for the Take Shape For Life business unit at $210.5 million. The target performance level is set to promote solid performance in line with our budget for the year. These financial targets exclude discontinued operations and extraordinary legal expenses incurred in connection with Schedule 13D filings. The executive is eligible to receive an amount greater than the target if performance is greater than the target level. The components of the incentive plan outlined below are in place Operating Income organization towardsNEOs on achieving growth/improved market share, shareholder value,profitable growth, which it believes drives sustainable performance.effective use of cash.The financial targets for annual cash and equity incentives are divided into three components as follows:·Corporate Revenue :challenging business conditions the Company would need to overcome in 2023. To ensure that 2023 payout levels were aligned with performance expectations, the threshold payout level was reduced from 50% to 25% of the total target payout is based on the achievement of our corporate revenue target. For 2015, the corporate revenue target was $300.0 million in net revenue.·Income Before Tax (“IBT”) : 50% of the total target payout is based on a pre-tax profit target of $34.0 million.·Cash Flow : 25% of the total target payout is based on an increase in cash and cash equivalents of $23.7 million. Cash flow is defined as total cash generated adjusted for treasury stock repurchases, and the change in year over year deferred income tax and income tax payable year end balances versus last year, or adjustments from/to investment accounts.- 21 -For certain executives, including Ms. Ameli, whose position primarily focuses on one division or business unit, a portion of the annual cash incentive award for 2015 was based on the revenue of the division or business unit. For 2015, 40% of Ms. Ameli’s annual cash incentive was based on the company-wide financial targets set forth above, and the remaining 60%maximum payout level was based on the revenue of the Take Shape For Life business unit.reduced from 200% to 150%. The performance-based deferred share component of Ms. Ameli’s 2015 annual incentive bonusperformance range was based on the company-wide financial targets alone.Each performance goal was assigned a target, as described above, along with a threshold level and a maximum level, which increase or decrease the payout for executives. The financial targets, along withalso flattened, putting the threshold and maximum level of performance farther out from the target. The table below shows the 2023 threshold, target anPerformance Measures Threshold
25%Target
100%Maximum
150%Weight
(%)Revenue ($) 879.2 1,120.0 1,598.6 35% Adjusted Operating Income ($) 37.4 82.0 184.8 55% Client Net Promoter Score of 40 or Higher (# of Months) 4 Months 5 to 8 Months 9 Months or Greater 10% actualCompensation Committee sets each NEO's long-term target value based on benchmark data from our compensation peer group and its assessment of the NEO's contribution to current and long-term corporate goals. The equity mix for our Chief Executive Officer is 60% performance-based equity awards and 40% time-based equity awards. Given the challenging business conditions and the need to retain a stable executive leadership into 2023, the Committee approved a change to the equity mix for our Executive Officers (excluding the CEO) to 50% performance-based equity and 50% time-based equity. We believe this continued emphasis on performance-based awards drives alignment with stockholder value and accountability for achieving our goals while also acknowledging the unprecedented transformation journey ahead.Name Long-Term
Target Value
($)Time-Based
Restricted Shares
(#)Performance-Based
Deferred Shares
(#)Daniel R. Chard 4,600,000 16,807 25,211 James P. Maloney 1,001,462 4,574 4,574 Nicholas M. Johnson 858,686 3,922 3,922 Anthony E. Tyree 810,952 3,704 3,704 Jason L. Groves 812,784 3,712 3,712 areshare plan to reflect the new growth strategy. The intention is to incentivize growth over the three-year performance period while enabling reasonable target setting during a volatile period.forth below.GoalPercentage ofTotal BonusPayoutThresholdTargetMaximum forEVPSMaximum for CEO,President and CFONet Revenue25%$ 280.0 million$300.0 million$ 322.5 million$332.5 millionIncome Before Tax(1)50%$ 30.3 million$ 34.0 million$ 38.8 million$41.1 millionNet Increase in Cash and Cash Equivalents(2)25%$ 21.3 million$ 23.7 million$ 26.9 million$28.4 million(1) Income Before Tax,a performance goal for purposes of determining payoutsyear one aligned with the performance goals under the executive cash2023 annual incentive bonus plan may be adjustedand predefined percentage growth targets for certain non-recurring items as approved by the Compensation Committee.(2) Defined as total cash generated adjustedyears two and three. The plan provides for treasury stock purchases and the change in year over year deferred income tax and income tax payable year end balances, versus 2014 or adjustments from/to investment accounts.For Ms. Ameli, 40%potential payouts at various levels of the cash incentive wasperformance. These performance goals are based on the Net Revenue, Income Before Tax,following two measures: (i) revenue (weighted 40%) and Net Increase in Cash and Cash Equivalents targets, and(ii) operating income (weighted 60%). The total number of the cash incentive wasperformance-based deferred shares earned is based on the Take Shape For Life Revenue thresholdaverage performance across the three-year period and target levels set forth below. As discussed below, performance over the target level would not resultis paid in a high cash incentive for Ms. Ameli.GoalThresholdTargetTake Shape For Life Revenue$196.4 million$210.5 millionTo the extent that the actual performance with respect to a performance goal is above or below the target, the portionlike number of the bonus attributable to that performance goal is increased or decreased accordingly. Aftershares of common stock following the end of the fiscal year, our Compensation Committee reviews our financial results, and determinesthree-year period. Other than upon retirement (see "Retirement Benefits"), an NEO must be continuously employed through the final achievement of eachend of the three-year performance goalsperiod to receive a distribution of vested performance-based deferred shares.the actual bonus amount that was earned and is payable to each150% of our executives. The Compensation Committee has the discretion to increase or decrease the award payable to any executive in its sole discretion,their target number of performance-based deferred shares based on the Compensation Committee’s assessment of that executive’s individualupon achieved performance during the year.At the beginning of 2016, our Compensation Committee reviewed Medifast’s performance during 2015 against the performance goals set forth above. The actual resultsfor 2023 and in alignment with the 2023 annual incentive plan. For the 2024 and 2025 performance years, the threshold level remains at 25%, but the maximum returns to 200%, aligned with an expected return to growth in those years. However, if threshold performance is not achieved for a performance measure, then no 2023 performance-based deferred shares would vest with respect to 2015that measure for the applicable performance are set forth in the table below:Goal Actual
Performance
(In Millions) Net Revenue (Medifast) $ 272.8 Net Revenue (Take Shape For Life) $ 202.2 Income Before Tax(1) $ 20.9 Net Increase in Cash and Cash Equivalents(1) $ 26.9 (1) Income Before Tax and Net Increase in Cash and Cash Equivalents were adjusted to exclude discontinued operations and extraordinary legal expenses related to the Cooperation Agreement and extraordinary legal expenses incurred in connection with Schedule 13D filings.- 22 -Cash Componenttarget incentive cash bonus amountachievement for each of our named executive officersyear is then averaged to derive a final payout level for 2015 is set forth below, along with the minimum amount they were entitled to, the maximum amount that each executive would have been entitled to for above-targetthree-year performance and the actual bonus amount for 2015. The target incentive cash bonus amounts for Mr. MacDonald and Ms. Sheetz were 100% of his or her base salary, with threshold performance providing an incentive cash bonus of 50% of his or her base salary, and maximum performance providing an incentive cash bonus of 250% of his or her base salary. For Mr. Robinson, the target incentive cash bonus was 60% of his base salary, with threshold performance providing an incentive cash bonus of 30% of his base salary, and maximum performance providing an incentive cash bonus of 150% of his base salary. For Mr. Kagen, the target incentive cash bonus was 40% of his base salary, with threshold performance providing an incentive cash bonus of 20% of his base salary, and maximum performance providing an incentive cash bonus of 80% of his base salary. Ms. Ameli’s offer letter provided her an opportunity to earn a bonus of up to 50% of her base salary, which was the target level of her incentive cash bonus. Threshold performance would provide an incentive cash bonus of 25% of her base salary, but, for 2015, performance over the target level would not increase Ms. Ameli’s incentive cash bonus. This arrangement only related to 2015, and, in future years, her cash incentive bonus will be in line with the entire executive team.Name Threshold Payout Target Payout Maximum Payout Actual Payout Mr. MacDonald $ 327,231 $ 654,462 $ 1,636,155 $ 499,027 Mr. Robinson $ 98,169 $ 196,339 $ 490,847 $ 149,708 Ms. Sheetz $ 218,154 $ 436,308 $ 1,090,770 $ 332,685 Ms. Ameli $ 78,750 $ 157,500 $ 157,500 $ 97,650 Mr. Kagen $ 54,878 $ 109,757 $ 219,514 $ 83,690 Performance-Based Deferred Share ComponentThe equity portion of our annual incentive bonus is composed of performance-based deferred shares. period.goals and targets are the same as the goals and targets for the cash portion of the annual incentive bonus. At the end of the year, the Compensation Committee reviews our results and determinesshare plan has a Relative TSR modifier, pursuant to which the number of performance-based deferred shares thatotherwise earned based on achievement against the financial metric is increased by 25%, if the Company's three-year TSR performance achieves a 75th percentile rank or greater, relative to a set of peers. The peer group is a composite of the S&P 1,000 Consumer Staples Index plus the Company's Compensation Peer Group, detailed above. The Company believes the financial metrics of revenue, operating income and relative TSR are well aligned with stockholder value creation.deemed “earned.” The earnedcontinuously employed through each vesting date for the restrictions to lapse.are paid to the executives as restricted sharescertain NEOs with a one year vesting period. Thethree-year performance period, which concluded on December 31, 2023. Each NEO was granted a target number of 2021 performance-based awards and was eligible to earn between 50% and 200% of the target number depending upon achieved performance against performance goals (with no awards vesting if threshold performance was not achieved). The performance goals for the 2021 performance-based awards were: (i) revenue; and (ii) operating income. The number of earned and vested performance awards is paid in a like number of shares of our common stock. Other than upon retirement (see "Retirement Benefits"), an NEO generally must be continuously employed through the end of the performance period to receive a distribution of shares. The final results with respect to the 2021-2023 period are set forth below (in thousands, except for percentages).2021 LTI Grant – 3-Year LTI Cumulative Targets Actual Performance Achievement Weight PSU Actual Achievement ($ in thousands) Threshold Target Maximum 3-Year Cumulative Revenue $3,279,150 $3,733,892 $3,896,020 $4,196,718 200% 40% 80% 3-Year Cumulative Operating Income $444,209 $524,478 $566,733 $571,409 200% 60% 120% our named executive officers for 2015 is set forth below, along with the minimum number of shares they are entitled to,revenue and operating income goals over the maximum number that each executive would have earned for above-target performance and the actual amount earned with respect to 2015 performance, which will vest in full December 31, 2016.Name Threshold Number
of Deferred Shares Target Number
of Deferred
Shares Maximum
Number of
Deferred Shares Actual Number of
Deferred Shares Mr. MacDonald 7,500 40,000 80,000 22,500 Mr. Robinson 1,875 10,000 20,000 5,625 Ms. Sheetz 3,750 20,000 40,000 11,250 Ms. Ameli 500 2,500 5,000 1,431 Mr. Kagen 500 2,500 5,000 1,431 (1)The Deferred Shares held by Ms. Sheetz were forfeited upon her resignation from the Company on April 8, 2016.Long-Term CompensationOur Compensation Committee provides long-term compensation to our executives in the form of equity or equity-based awards, in order to incentivize them to create stockholder value, and to align their interests with the interests of our stockholders. We generally grant these awards in the form of restricted shares or stock options, as described below. We granted only performance-based deferred shares (described above under “Annual Incentive Bonus”) and stock options to our named executive officers during 2015, and we did not grant any restricted shares to our named executive officers.Restricted Share AwardsWe have not historically made grants of restricted shares on an annual basis to our named executive officers. Instead, our Compensation Committee has generally made one-time grants of restricted shares that vest over long periods. We grant restricted shares as sign-on awards, long-term retention awards, or, in some cases, rewards for exceptional performance. We believe that these larger one-time restricted share awards with long vesting schedules assist us in retaining our executives and encourage our executives to create long-term stockholder value. We did not grant any restricted shares to any of our named executive officers in 2015.Stock OptionsOur Compensation Committee grants stock options to Ms. Ameli, as the divisional President of Take Shape For Life, and our Executive Vice Presidents, generally on an annual basis, but stock options have not been granted to our CEO, President, or CFO. The Compensation Committee determined that our CEO, President, and CFO hold adequate equity awards, as described above, to align their interests with stockholders, to retain their services, and to reward them for positive results that they have created. Stock options help us maintain a competitive level of total compensation for our Executive Vice Presidents, and are an important part of our effort to attract, retain, and motivate high-quality talent in key positions.
period.- 23 -We grant stock options to our Executive Vice Presidents rather than restricted shares in order to incentivize them to create stockholder value and to retain their services. Stock options are granted with an exercise price equal to the fair market value of our shares on the date of grant, and have value only if the stock price increases from that date. We generally intend for our stock options to qualify as “incentive” stock options, which provide certain tax benefits for the grantee. Stock options vest 33% each year on the anniversary of the date of grant and have a term of 10 years from the date of grant. The number of stock options granted to each Executive Vice President is determined on a discretionary basis, rather than by a formula. We do not time the grant of our options to coincide with the announcement of any financial results.ExecutivesCompanyCompany's 401(k) retirement plansplan on the same terms and conditions, including Company matching provisions, as other employees.PerquisitesIt The Company also provides all equity eligible team members who retire, including the NEOs, with prorated vesting on their current equity holdings should they meet the following criteria: (i) employee has attained age 55; (ii) sum of age and years of service is our general practice notequal to provide significant perquisites or personal70; (iii) job performance is satisfactory; and (iv) intent to retire is given within one year of retirement. The Company provides no other retirement benefits to our executives. The Compensation Committee considers and awards reasonable perquisites or personalNEOs. executives as necessary to accomplish the objectives under our compensation philosophy. In 2015, the Compensation Committee decided to provide perquisite allowances in an amount equal $10,000 net of all tax obligations. The amount of the perquisite allowance for each of our executives is set forth below. This perquisite allowance is intended to cover the basic perquisites that a typical executive would expect to receive. 2015
Perquisite
Allowance Mr. MacDonald $ 15,122 Mr. Robinson $ 16,759 Ms. Sheetz $ 16,692 Ms. Ameli $ 15,388 Mr. Kagen $ 18,211 Severance BenefitsWe have entered into severance agreements generally only with our senior executives, including our CEO, President,the other NEOs and CFO. The severance agreements contain provisions regarding severance benefitscertain executives at the Executive Vice-President level or above who report directly to the CEO upon certain terminations of employment, including a termination by the Company without “cause” orreason”. reason.” The Severance Plan was designed with an eye towards severance plans and policies in the market, so that the severance benefits provided under the Severance Plan are market competitive. In our industry, companies typically provide severance benefits to our CEO, President and CFO under these agreements consisttheir executives upon certain qualifying terminations of one year of continued payment of base salary, the annual bonus (cash and stock) that he or she would have been entitled to receive for the year of termination if the performance goals are reached (paid at the target level at the time such bonuses are paid to other employees), and continued participation in our health and welfare plans for one year.employment. Severance benefits provide someeconomic security for our executives during times of uncertainty and allow, which allows them to focus their attention on leadingleading and managing the Company. Severance benefits are typical for executives in these senior positions in our industry, and it is necessary for us to offer such benefits in order to attract the talent needed for our success. WeCompany. In addition, we believe that these severance benefits arethe Severance Plan is an important factor in the retention of our executives while still remaining modestwithin market norms. Please refer to the Potential Payments upon Termination or Change in Control narrative within the overall marketplace.Our other named executive officers do not have severance agreements,Executive and would be entitled to severance benefits only under any general severance policy that we may put in place from time to time or as are determined atDirector Compensation Tables section herein for additional information on the time of their termination.We do not currently provide pension arrangements, post-retirement health coverage, or similar benefits forexecutives or employees. In 2015, we paidNEOs group health, life, and disability insurance premiums on behalf of our executives, allcoverage, each on the same terms as those that weare provided to all of the Company’s employees.discussed the implementation of equity ownership requirementsmaintains executive and ultimately adoptednon-employee director stock ownership guidelines in 2016.that reflect market best practices. We believe that these stock ownership guidelines will help to align the interests of our executivesexecutive officers and non-employee directors with the interests of our stockholders by requiring our executivesexecutive officers and non-employee directors to accumulate and maintain a significant ownership stake in our Company. Each executive officer and non-employee director must meet the following stock ownership requirements:Position - 24 -Target Value of Stock Held These stock ownership guidelines apply to each of our executive officers and non-employee directors. Pursuant to these guidelines, each executive officer or non-employee director is required, within five years of becoming subject to the guidelines, to own shares of our stock with a value equal to a specified multiple of the executive officer’s base salary or the non-employee director’s regular quarterly meeting fees for a year of service, as follows:Chief Executive Officer 5x annual salary President and Chief Operating OfficerDirect reports to CEO3x annual salary Other ExecutiveSection 16 Officers1x annual salary Non-Employee Directors 3x regular quarterly meeting fees for one year5x amount of serviceannual cash retainerShares and shares underlying performance-based deferred shares (if the performance criteria have been satisfied), and shares held by an affiliate for the benefit of the individual. Unvested stock options will not be considered, but vested stock options will be treated as the equivalent to one halfone-half of a share.subject toacquired under an equity or equity-based awards following vestingaward (net of exercise price for options and taxes). IfIn 2023, in an executive officer or director failseffort to meetsimplify our Stock Ownership Guidelines, the ownership guidelines within five years of becoming subject to them, he or she will be required to continueCompensation Committee eliminated the prior retention requirement to hold all100% of his or her shares of ourvested stock including shares subjectif the target value is not achieved within a five-year period. In addition, the determination date and stock price by which the holding requirement period is evaluated on an annual basis was changed from January 1st to equity or equity-based awards following vesting, until he or she isNovember 1st. All NEOs are in compliance with the guidelinesDuring 2016, we formalizedThisThe Compensation Committee reviewed and modified our long-standing clawback policy in 2023 to comply with the NYSE's listing standards and the terms of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The clawback policy provides that, in the event that we are required to prepare an accounting restatement of our financial statements due to our non-compliance with any financial reporting requirement, the Board will, subject to limited exceptions, require reimbursement or forfeiture of all or a portion of all incentive compensation received by a covered executive during the three-year period prior to the restatement provided that, forrestatement. For senior executives or employees who are not or were not Section 16 officers of the Company, the policy will apply if the Board determines that the employee engaged in negligence, misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of such employee’s employment withpolicy. Our executivespolicy, which prohibits employees (including executives) and directors are prohibited from engaging in hedging, monetization transactions or similar arrangements involving our stock, including short sales, margin transactions, and buying put or call options.During 2016, we adoptedthatwhich prohibits our executives and non-employee directors from pledging our stock as collateral for a loan or holding our securities in a margin account. This policy applies to any new pledges of our securities, but any stock that is currently pledged is exempt. However, once the stock that is currently pledged is released from its pledge, the executive or director is prohibited from re-pledging the stock.2015,Year 2023 or has ever been an officer of Medifast or its subsidiaries. No executive officer of Medifast has served as a director or a member of the Compensation Committee of another entity that has one or more executive officers who are also members of our Board or Compensation Committee.Company’s Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2023. Based on the review and discussions referred to above, we recommend to the Board that the Compensation Discussion and Analysis referred to above be included in the Company’s Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the year-endedyear ended December 31, 2015.
2023.- 25 -COMPENSATION COMMITTEE OF THE BOARDCarl E. Sassano, ChairmanD. Schlackman,Glenn W. Welling
Chairman- 26 -Company.·Our annual incentive compensation program is based on balanced performance metrics that promote disciplined progress towards longer-term Company goals;·We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company and shareowner value;·At the senior management and executive levels, our compensation programs are weighted towards offering incentives that reward sustainable performance by requiring continued service to receive payment; and·All of our compensation awards are capped at reasonable and sustainable levels, as determined by a review of our economic position and prospects, as well as the compensation offered within our peer group and by comparable companies.- 27 -2015 Chairman of the Board and Chief Executive Officer, the Chief Financial Officer, The Chief Field Operations Officer, the Chief Operating Officer and President, the Executive Vice President and Chief MarketingBusiness Operations Officer, and the President of Take Shape For Life.Chief Legal Officer & Corporate Secretary. These individuals are our “Named Executive Officers” for fiscal year 2015.Name and Principal Salary Bonus Stock
Awards Option
Awards Non-Equity
Incentive Plan
Compensation All Other
Compensation Total Position Year ($) ($) ($)(1) ($)(2) ($) ($)(3) ($) Michael C. MacDonald 2015 654,462 - 709,875 - 499,027 70,083 1,933,447 Chairman of the Board 2014 635,400 - 5,039,300 (4) - 317,700 27,071 6,019,471 Chief Executive Officer 2013 600,000 - 1,273,900 (4) - 675,000 12,886 2,561,786 Timothy G. Robinson 2015 327,231 - 177,469 - 149,708 30,849 685,256 Chief Financial Officer 2014 317,700 - 132,600 - 95,310 26,138 571,748 2013 285,000 - 382,095 - 202,500 70,275 939,870 Margaret Sheetz 2015 436,308 - 354.938 (5) - 332,685 40,143 1,164,074 Chief Operating Officer 2014 423,600 - 265,200 (6) - 211,800 24,595 925,195 President 2013 400,000 - 1,576,900 (7) - 450,000 8,939 2,435,839 Mehrnaz Mona Ameli 2015 315,000 - 45,148 32,158 97,650 98,258 588,214 President of Take Shape for Life Brian Kagen 2015 274,392 - 45,148 32,158 83,690 28,041 463,429 Executive Vice President 2014 266,400 - 33,150 30,740 53,280 28,171 411,741 Chief Marketing Officer Name and Principal Position Year Salary
($)Bonus
($)Non-Equity
Incentive Plan
Compensation
($)Total
($)2023 1,000,000 — 4,604,755 1,322,500 111,807 7,039,062 2022 980,624 — 4,002,009 943,000 14,603 5,940,235 2021 914,291 17,847 3,484,918 2,134,469 13,968 6,565,494 2023 527,085 — 992,101 424,303 66,334 2,009,824 2022 506,761 — 602,572 302,547 14,603 1,426,483 2021 433,831 8,663 492,120 630,700 55,929 1,621,243 2023 440,352 — 850,682 354,483 57,928 1,703,445 2022 429,728 — 503,609 252,762 13,910 1,200,009 2021 389,775 7,698 437,581 560,448 23,244 1,418,746 2023 415,873 — 803,398 334,778 54,141 1,608,190 2022 404,048 — 475,587 238,711 13,103 1,131,449 2021 368,486 7,141 405,872 519,841 15,135 1,316,475 2023 427,781 — 805,133 344,364 54,866 1,632,143 2022 411,286 — 489,128 245,546 12,683 1,158,643 — — — — — — (1)Amounts shown represent the aggregate grant date fair value of the stock awards in the year indicated, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 2 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report. The values do not correspond to the actual value that will be recognized by the named executives at the time such awards vest. With respect to the award of performance-based deferred shares to each of our named executive officers during 2015, the amount included in the grant date fair value of the number of deferred shares that were earned based on our performance for 2015. The maximum value of such deferred shares were: $2.5 million, $0.6 million, $1.3 million, $0.2 million, and $0.2 million for Mr. MacDonald, Mr. Robinson, Ms. Sheetz, Ms. Ameli, and Mr. Kagen, respectively. For information with respect to the individual performance-based awards made in fiscal year 2015, please see the 2015 Grants of Plan-Based Awards Table.(2)Amounts shown represent the aggregate grant date fair value of the option awards in the year indicated, computed in accordance with FASB ASC Topic 718. The values do not correspond to the actual value that will be recognized by the named executives at the time such awards are exercised. For information with respect to the stock option awards made in fiscal year 2015, please see the 2015 Grants of Plan-Based Awards Table.(3)The amounts reported in this column represent the perquisite allowances, Company’s matching contributions under the 401(K) plan, relocation expenses, accrued cash dividends, and contributions to group term life insurance and health savings accounts. Mr. MacDonald’s all other compensation total includes group term life insurance contributions, matched 401(K) plan contributions made by the Company, a $15,122 perquisite allowance, and $45,625 in accrued cash dividends on unvested restricted shares and deferred shares, which will be paid to Mr. MacDonald when and if the underlying award vests. Mr. Robinson’s all other compensation total includes group term life insurance contributions, health savings account contributions, matched 401(K) plan contributions, a $16,759 perquisite allowance, and accrued cash dividends on unvested restricted shares and deferred shares. Ms. Sheetz's all other compensation total includes group term life insurance contributions, matched 401(K) plan contributions, a $16,692 perquisite allowance, and $15,313 in accrued cash dividends on unvested restricted shares and deferred shares. Ms. Ameli’s all other compensation total includes group term life insurance contributions, matched 401(k) plan contributions, a $15,388 perquisite allowance, $77,370 in relocation expenses paid for by the Company, and accrued cash dividends on unvested restricted shares and deferred shares. Mr. Kagen's all other compensation total includes group term life insurance contributions, health savings account contributions, matched 401(K) plan contributions, a $18,211 perquisite allowance, and accrued cash dividends on unvested restricted shares and deferred shares.(4)The amount in Mr. MacDonald’s Stock Awards column for 2013 does not include the value of certain restricted share and deferred share awards granted to him during 2013 that were determined to be in excess of the limits on individual grants under the 2012 Plan and are not considered to be effective. The amount in Mr. MacDonald’s Stock Awards column for 2014 does not include the grant of performance-based deferred shares that was determined to be in excess of the limits on individual grants under the 2012 Plan and was not considered to be effective. These awards were re-granted in 2014, and the value of the re-grants are included in the Stock Awards column for 2014.- 28 -(5)In connection with her resignation from the Company (effective April 8, 2016), Ms. Sheetz will forfeit these stock awards.(6)The amount in Ms. Sheetz’s Stock Awards column for 2014 does not include the grant of performance-based deferred shares that was determined to be in excess of the limits on individual grants under the 2012 Plan and was not considered to be effective. This award was re-granted in 2014, and the value of the re-grant is included in the Stock Awards column for 2014.(7)In connection with her resignation from the Company (effective April 8, 2016), Ms. Sheetz will forfeit $0.6 million of these stock awards.2015Plan-BasedPlan-Based Awards Tableall stockthe cash incentive awards and equity-based awards granted to named executive officersthe NEOs during fiscal 2015.2023. All equity-based awards were grantedgranted under the Amended and Restated 2012 Share Incentive Plan (the "2012 Plan"), which was approved by stockholders.Name Grant
DateEstimated Future Payouts Under
Equity Incentive Plan AwardsThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Daniel R. Chard 287,500 1,150,000 1,725,000 3/17/2023 6,303 25,211 46,219 2,877,836 3/17/2023 16,807 1,726,919 James P. Maloney 92,240 368,960 553,439 3/17/2023 1,144 4,574 8,386 522,122 3/17/2023 4,574 469,979 Nicholas M. Johnson 77,062 308,246 462,370 3/17/2023 981 3,922 7,190 447,696 3/17/2023 3,922 402,986 Anthony E. Tyree 72,778 291,111 436,667 3/17/2023 926 3,704 6,791 422,812 3/17/2023 3,704 380,586 Jason L. Groves 74,862 299,447 449,170 3/17/2023 928 3,712 6,805 423,725 3/17/2023 3,712 381,408 stockholders.Name Grant
Date Estimated Future Payouts Under
Non-Equity Incentive Plan Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and Option
Awards Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Michael C. MacDonald 2/17/2015 327,231 654,462 1,636,155 Chairman of the Board 2/17/2015 7,500 40,000 80,000 709,875 (1) Chief Executive Officer Timothy G. Robinson 2/17/2015 98,169 196,339 490,847 Chief Financial Officer 2/17/2015 1,875 10,000 20,000 177,469 (1) Margaret Sheetz 2/17/2015 218,154 436,308 1,090,770 Chief Operating Officer, 2/17/2015 3,750 20,000 40,000 354,938 (1) President Mehrnaz Mona Ameli 2/17/2015 78,750 157,500 157,500 President of Take Shape for Life 2/17/2015 500 2,500 5,000 45,148 (1) 2/17/2015 2,000 31.55 32,158 (2) Brian Kagen 2/17/2015 54,878 109,757 219,514 Executive Vice President 2/17/2015 500 2,500 5,000 45,148 (1) Chief Marketing Officer 2/17/2015 2,000 31.55 32,158 (2) (1)These awards are deferred shares granted for 2015 performance and will vest in full on December 31, 2016. The requirements for receiving the awards are outlined in the “Target Bonus” section outlined above. Ms. Sheetz forfeited these awards upon her resignation of employment on April 8, 2016.(2)These options vest over a 3 year period beginning on the anniversary of the grant date and have a 10 year term.Narrative to Summary Compensation Table and Grantstheir bonus opportunity. A more detailed description of Plan-Based Awards TableEmployment AgreementsWe do not have employment agreements with anythe terms of our named executive officers. We have entered into severance agreements with Mr. MacDonald, Ms. Sheetz, and Mr. Robinson, which provide for severance payments and benefits upon certain terminations of employment, which are described in further detail belowthe 2023 annual incentive bonus is included above under the heading “Potential Payments Upon Termination or Change in Control.”Annual"Annual Incentive BonusOurBonus." The actual payout amounts with respect to the 2023 annual incentive bonus has a cash component and a performance-based deferred share component, with the earned shares vesting one year after the end of the performance period. For 2015, our named executive officers received approximately 76% of their target cash bonus amounts based on our performance in 2015 (62% for Ms. Ameli), which isare set forth in the “Non-Equity"Non-Equity Incentive Plan Compensation”Compensation" column of the Summary Compensation Table. Approximately 56%Restricted Stock Units Performance-Based Deferred Shares Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price
($)Option Expiration Date Unvested Units
(#)Daniel R. Chard 1,832 (3) 123,147 12,764 (18) 857,996 5,673 (4) 381,339 25,211 (19) 1,694,683 16,807 (5) 1,129,767 — — James P. Maloney 259 (6) 17,410 1,922 (18) 129,197 854 (7) 57,406 4,574 (19) 307,464 4,574 (8) 307,464 — — Nicholas M. Johnson 22,640 — 66.68 230 (9) 15,461 1,606 (18) 107,955 714 (10) 47,995 3,922 (19) 263,637 3922 (11) 263,637 — — Anthony E. Tyree 214 (12) 14,385 1,517 (18) 101,973 674 (13) 45,306 3,704 (19) 248,983 3,704 (14) 248,983 — — Jason L. Groves 163 (15) 10,957 1,560 (18) 104,863 694 (16) 46,651 3,712 (19) 249,521 3,712 (17) 249,521 — — shares were deemed to be earnedshare awards is based on ourthe target performance and the value of such deferred shares are included in the “Stock Awards” column of the Summary Compensation Table. These deferredlevel.not be fully vested untilvest on March 17, 2024.2016, provided the executive remains employed through that date. Ms. Sheetz forfeited these deferred2024.upon her resignation from the Companywill vest on April 8, 2016. A more detailed discussion of our annual incentive bonus, including 2015 performance results, is included above under the heading “Annual Incentive Bonus”.
December 31, 2025.- 29 -Outstanding Equity Awards at 2015 Fiscal Year-End Table Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options (#) Number of
Securities
Underlying
Unexercised
Options (#) Option
Exercise
Price Option
Expiration Number of
Shares or
Units of
Stock That
Have Not
Vested Market
Value of
Shares or
Units of
Stock that
have not
Vested Name Exercisable Unexercisable ($) Date (#) ($)(1) Michael C. MacDonald 133,334 (2) 4,050,687 Chairman of the Board 6,667 (3) 202,543 Chief Executive Officer 22,500 (6) 683,550 Timothy G. Robinson 8,001 (4) 243,070 Chief Financial Officers 5,625 (6) 170,888 Margaret E. Sheetz 40,001 (5)(8) 1,215,230 Chief Operating Officer, 11,250 (6)(9) 341,775 President Mehrnaz Mona Ameli - 2,000 31.55 2/17/2025 President of Take 3,500 (7) 106,330 Shape for Life 1,431 (6) 43,474 Brian Kagen - 2,000 31.55 2/17/2025 Executive Vice President 666 1,334 26.52 2/5/2024 Chief Marketing Officer - 667 24.26 2/19/2023 1,431 (6) 43,474 (1)The market value of shares of stock that have not vested is based on the closing price of our common stock on December 31, 2015, or $30.38 per share.(2)The restricted stock is a regrant of two awards granted in 2013 which contained different vesting schedules. The vesting schedules of the original awards were kept intact resulting in the following vesting schedule: 20,000 shares on January 2, 2016; 13,333 shares on February 19, 2016; 20,000 shares on January 2, 2017; 20,000 shares on February 19, 2017; 20,000 shares on January 2, 2018; 20,000 shares on February 19, 2018; 13,334 shares on February 19, 2019; and 6,667 shares on February 19, 2020.(3)The restricted stock vested on February 19, 2016.(4)The restricted stock will vest according to the following schedule: 4,000 shares on February 19, 2016; 2,667 shares on February 19, 2017, and 1,334 shares on February 19, 2018.(5)The restricted stock will vest according to the following schedule: 10,000 shares on February 19, 2016; 10,000 shares on February 19, 2017, 10,000 shares on February 19, 2018, 6,667 shares on February 19, 2019, and 3,334 shares on February 19, 2020.(6)The restricted stock will vest on December 31, 2016.(7)The restricted stock will vest on according to the following schedule: 1,500 shares on November 17, 2016 and 2,000 shares on November 17, 2017.- 30 -(8)In connection with her resignation from the Company as of April 8, 2016, Ms. Sheetz will forfeit 36,668 shares at a value of $1.1 million.(9)In connection with her resignation from the Company as of April 8, 2016, Ms. Sheetz will forfeit these restricted shares.2015following following table sets forth information regarding stock vesting for the Named Executive OfficersNEOs during 2015, 2023, and the resulting value realized. Stock Awards Number of
Shares
Acquired on
Vesting Value
Realized on
Vesting Name (#) ($)(1) Michael C. MacDonald 20,000 644,800 Chairman of the Board 13,333 433,323 Chief Executive Officer 20,000 607,600 Timothy G. Robinson 3,750 125,813 Chief Financial Officer 2,666 86,645 5,000 151,900 Margaret E. Sheetz 15,000 503,250 Chief Operating Officer 6,666 216,645 President 10,000 303,800 Mehrnaz Mona Ameli 1,500 45,360 President, Take Shape for Life Brian Kagen 1,250 37,975 Executive Vice President Chief Marketing Officer
____________________Stock Awards Name Grant Name Number of
Shares
Acquired
on Vesting
(#)Daniel R. Chard 03/17/2021 Performance-Based Deferred Shares 16,486 1,108,189 02/19/2020 Restricted Stock Units 3,787 436,679 03/17/2021 Restricted Stock Units 1,832 188,238 03/16/2022 Restricted Stock Units 2,836 296,249 James P. Maloney 07/20/2020 Performance-Based Deferred Shares 3,574 337,743 03/17/2021 Performance-Based Deferred Shares 2,328 156,488 07/20/2020 Restricted Stock Units 398 37,611 03/17/2021 Restricted Stock Units 259 26,612 03/16/2022 Restricted Stock Units 427 44,604 Nicholas M. Johnson 03/17/2021 Performance-Based Deferred Shares 2,070 139,145 02/07/2018 Restricted Stock Awards 848 97,495 6/13/2018 Restricted Stock Awards 70 8,048 02/19/2020 Restricted Stock Units 407 46,931 03/17/2021 Restricted Stock Units 230 23,633 03/16/2022 Restricted Stock Units 357 37,292 Anthony E. Tyree 03/17/2021 Performance-Based Deferred Shares 1,920 129,062 02/19/2020 Restricted Stock Units 537 61,921 03/17/2021 Restricted Stock Units 213 21,886 03/16/2022 Restricted Stock Units 337 35,203 Jason L. Groves 03/17/2021 Performance-Based Deferred Shares 1,460 98,141 02/19/2020 Restricted Stock Units 315 36,323 03/17/2021 Restricted Stock Units 162 16,646 03/16/2022 Restricted Stock Units 346 36,143 shares vestedshares vested multiplied by by the fair market valuevalue of the common stockstock on the vestingvesting date.Potential Termination Termination or ChangeChange in ControlMr. MacDonald, Mr. Robinson,ControMs. SheetzOn June 19, 2013,Groves are eligible to participate in the Company executed certain severance agreements with each of the Company’s Chairman and CEO; CFO; and President and COO.termsSeverance Plan, if one of these agreements, in the event of a termination of employmentexecutives is terminated by the Company without “Cause”“cause” or terminates employment for “good reason,” and if such termination occurs prior to a “change in control” or more than two years following a “change in control”, or by anysubject to the executive's execution of these executives with “Good Reason,”a release of claims, the officerexecutive would be eligibleentitled to:receive1 times (1.5 times for Mr. Chard) the following sum of the executive's annual bas severance (in addition to receivinge salary and target annual bonus;accrued but unpaid salary and accrued vacation asunvested stock options;termination date):i.the executive’s then-current annual salary, which will be paid in accordance with the Company’s regular payroll practices, for a period of one (1) year following the date of termination;ii.the annual bonus, including any cash or stock that the executive would have been entitled to had he or she been employed for the entire calendar year (provided that the related performance metrics are satisfied), at the target level, which will be paid when such consideration is normally paid to executives in accordance with the Company’s regular practices; and
performance factors.- 31 -iii.continued coverage under the Company’s health, disability, and other insurance benefits for a period of one (1) year following the termination date.addition, under the terms of these agreements, and notwithstanding anythingevent such termination occurs during the two-year period following a "change in control," subject to the contrary inexecutive's execution of a release of claims, he or she would be entitled to:Company’s 2012 Plan or in any other agreement betweensum of the executive's annual base salary and target annual bonus;andwas employed, at the greater of (i) target level performance OR (ii) actual Company uponperformance as determined by the occurrence of a “Change of Control” as defined in the 2012 Plan, any and all awards previously granted under the plan will become immediately and fully vested and, to the extent applicable, exercisablemost recent forecast as of the date immediately prior to such Change of Control.these agreements,the Severance Plan, the Company will have “Cause”"Cause" to terminate the executive’san executive's employment in the event thatif the executive violatesengages in any of the following:provisionpolicy of the Company’sCompany, including the Company's Code of Conduct and Business Ethics.these agreements, these executivesthe Severance Plan, an executive will be deemed to have “Good Reason”"Good Reason" to terminate his or her employment if any of the following occur: (i) ain title, status,on the executive's authority, duties, or responsibilities, including the imposition of any requirement that the executive report to a person other than the CEO; (ii) any material reduction in compensation from the executive’s current total compensation, including current base salary and bonuses; (iii) the Company’s breach of any of its obligations under the agreement, provided, however, if cure is possible, the failure by the Company to cure the circumstance or breach within 30 days after receiving notice from the executive; (iv) theresponsibilities;executive’sexecutive's principal work location by more than 50 miles from the current location in Baltimore, Maryland; and (v) the failuremiles; or any successor of the Company to assume in writing the Company’s obligations under this agreement.The payments and benefits to be provided under these agreements are subject to certain confidentiality, non-solicitation, and non-disparagement provisions.Ms. Ameli and Mr. KagenWe do not have employment agreements or severance arrangements with Ms. Ameli or Mr. Kagen. Uponthat constitutes a termination of employment, they would not be entitled to any cash severance frommaterial breach by the Company or the acceleration of any equity awards.named executive officersNEOs if he or she was terminated by the Company without Cause or terminated employment for Good Reason, or if a Change inControl occurred, ineach case on December 31, 2015.Name Severance Annual
Cash
Bonus
(1) Health,
Disability
and
Insurance
Benefits Restricted
Shares (2)
(unvested)
(2)
(unvested) Stock
Options
(2)
(unvested) Michael C. MacDonald Termination Without Cause or for Good Reason 654,462 654,462 16,541 4,253,230 683,550 - Change in Control - - - 4,253,230 683,550 - Timothy G. Robinson Termination Without Cause or for Good Reason 327,231 196,339 14,784 243,070 170,888 - Change in Control - - - 243,070 170,888 - Margaret E. Sheetz(3) Termination Without Cause or for Good Reason 436,308 436,308 26,425 1,215,230 341,775 - Change in Control - - - 1,215,230 341,775 - Mehrnaz Mona Ameli Termination Without Cause or for Good Reason - - - - - - Change in Control - - - - - - Brian Kagen Termination Without Cause or for Good Reason - - - - - - Change in Control - - - - - - Name Severance
($)Daniel R. Chard Termination Without Cause or Good Reason 3,225,000 1,322,500 517,804 1,673,083 — Termination Without Cause or Good Reason Following a Change in Control 5,375,000 1,322,500 1,634,253 2,245,081 — James P. Maloney Termination Without Cause or Good Reason 896,045 424,303 111,451 258,976 — Termination Without Cause or Good Reason Following a Change in Control 1,344,067 424,303 382,280 345,107 — Nicholas M. Johnson Termination Without Cause or Good Reason 748,598 354,483 95,503 227,024 — Termination Without Cause or Good Reason Following a Change in Control 1,122,898 354,483 327,093 298,995 — Anthony E. Tyree Termination Without Cause or Good Reason 706,984 334,778 90,024 212,057 — Termination Without Cause or Good Reason Following a Change in Control 1,060,476 334,778 308,674 280,039 — Jason L. Groves Termination Without Cause or Good Reason 727,228 344,364 88,092 181,315 — Termination Without Cause or Good Reason Following a Change in Control 1,090,842 344,364 307,128 251,224 — Year SCT Total Compensation For CEO
($)
($)(2)
($)(1)
($)(1)(2)Net Income
($M)Company-Selected Performance Measure (Revenue)
($M)2023 7,039,062 2,928,661 1,738,401 1,103,919 72 154 99 1,072 2022 5,940,235 (710,735) 1,229,146 337,631 117 134 144 1,599 2021 6,565,494 12,935,723 1,438,062 2,214,069 204 143 164 1,526 2020 5,539,836 9,914,019 951,877 1,304,904 186 111 103 935 Breakdown of Actual Compensation of Chief Executive Officer Year SCT Total for CEO ($) Equity Value from SCT for CEO ($) Adjustment for Year-End Equity Value of Awards Granted in Current Fiscal Year for CEO ($) Adjustment for Dividends Accrued During Fiscal Year on Unvested Equity Awards for CEO ($) Adjustment for Change in Fair Value of Unvested Equity Awards Granted in Prior Years for CEO ($) Adjustment for Change in Fair Value of Equity Awards Vested During Fiscal Year for CEO ($) Adjustment for Fair Value of Equity Awards Forfeited During Fiscal Year for CEO ($) Compensation Actually Paid for CEO ($) 2023 7,039,062 (4,604,755) 2,866,049 373,037 (1,897,142) (847,590) — 2,928,661 2022 5,940,235 (4,002,009) 2,517,440 553,538 (2,251,992) (3,467,947) — (710,735) 2021 6,565,494 (3,484,918) 4,603,480 546,641 3,925,442 779,584 — 12,935,723 2020 5,539,836 (2,865,825) 5,575,467 177,872 1,508,409 (21,740) — 9,914,019 Breakdown of Average Actual Compensation of Named Executive Officers Year SCT Total for NEO's ($) Equity Value from SCT for NEO's ($) Adjustment for Year-End Equity Value of Awards Granted in Current Fiscal Year for NEO's ($) Adjustment for Dividends Accrued During Fiscal Year on Unvested Equity Awards for NEO's ($) Adjustment for Change in Fair Value of Unvested Equity Awards Granted in Prior Years for NEO's ($) Adjustment for Change in Fair Value of Equity Awards Vested During Fiscal Year for NEO's ($) Adjustment for Fair Value of Equity Awards Forfeited During Fiscal Year for NEO's ($) Compensation Actually Paid for NEO's ($) 2023 1,738,401 (862,829) 541,366 53,533 (244,447) (122,105) — 1,103,919 2022 1,229,146 (517,724) 325,671 62,556 (478,307) (283,711) — 337,631 2021 1,438,062 (411,897) 505,460 41,554 386,276 254,614 — 2,214,069 2020 951,877 (250,649) 479,037 18,135 350,728 (16,690) (227,734) 1,304,904 
Important Company Performance Metrics - 32 -RevenueOperating Income Client Net Promoter Score (1)The annual cash bonus reflects the target cash bonus that the executive would have been entitled to receive under our 2015 Annual Incentive Bonus program, without pro-ration since the assumed date of termination is also the last day of the fiscal year.(2)The value of the restricted shares, performance-based shares, and stock options that would be accelerated upon a termination of employment is based on the value of our common stock on December 31, 2015, which was $30.38. The restricted shares column represents the grants outlined in the Outstanding Equity Awards table on page __, except the unvested performance-based deferred shares that were granted in 2015 and earned based on 2015 performance that are reflected in the Performance-Based Shares column.(3)Ms. Sheetz resigned from the Company on April 8, 2016. The actual payments made to Ms. Sheetz upon her termination are set forth below.ResignationMs. SheetzOn April 8, 2016, Ms. Sheetz resigned from her positions withMedifast receive an annual restricted stock grant for their service on the CompanyBoard. In light of business conditions, for the period of June 1, 2023 to pursue personal interests.May 31, 2024, the Board received no change to the value of their compensation package. In connection with Ms. Sheetz’ separation from the Company, Jason Pharmaceuticals, Inc., a wholly-owned subsidiary offiscal year ended December 31, 2023, directors (other than Mr. Xian) were given the Company, entered into a separation agreement with Ms. Sheetz, which included a general release of claims in favor of the Company and one-year non-competition, non-solicitation and no-hire covenants, Ms. Sheetz was provided one year’s salary of $444,308, payable in twelve installments, and accelerated vesting of 3,333 restricted shares that would have vested on February 19, 2017. All other unvestedoption to receive either 1,549 restricted shares and a quarterly cash retainer of $16,250 (and, for the Lead Director, an additional $6,250 quarterly cash retainer), or to receive all compensation in the form of restricted shares with the grant date 20-day average share price used to determine the total number of shares granted. The value of non-employee director compensation did not change year-over-year; however, the number of shares granted did increase due to a lower price per share of the Company's common stock. Each non-employee director also received between $1,250 and $5,000 for attending a quarterly committee meeting (depending on the committee and the position held), which he or she could also elect to receive in the form of shares.
____________________Name Fees Earned or Paid in Cash
($)Jeffrey J. Brown — 263,416 263,416 Elizabeth A. Geary 70,000 142,640 212,640 Michael A. Hoer — 249,721 249,721 Scott Schlackman — 252,444 252,444 Andrea B. Thomas — 249,721 249,721 — 219,607 219,607 expired or were terminateddeferred to the Deferred Compensation Plan. For a discussion of the assumptions made in the valuation reflected in this column, see Note 8 of the Notes to Consolidated Financial Statements included in the 2023 Annual report. These values do not correspond to the actual values that will be recognized by the non-employee directors at the time such awards vest.April 8, 2016.
December 31, 2023:- 33 -TRANSACTIONS WITH RELATED PERSONSThe Board has established
____________________Name Jeffrey J. Brown 5,784 — Elizabeth A. Geary 1,781 — Michael A. Hoer 5,245 — Scott Schlackman 5,403 1,300 Andrea B. Thomas 5,272 — 4,813 — processresident of China and, certain procedures to identify any transaction, arrangement or relationship or seriesas such, did not receive restricted shares under our director compensation program. Instead, he received cash-settled restricted stock units (RSUs) in 2023. As of similar transactions, arrangements or relationships, including any indebtedness or guarantee of indebtedness, with a “related person” (as defined by the SEC’s rules and regulations). Under this process, in carrying out its oversight responsibilities, the Audit Committee reviews the Company’s identification of, accounting for, and disclosure of its related party transactions (generally, transactions involving related persons that have a direct or indirect material interest), including issues involving potential conflicts of interest involving officers and directors of the Company.
December 31, 2023, he held 4,812.917 cash-settled RSUs.- 34 -2: 2AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM FOR 2016BoardAudit Committee has appointed RSM US LLP (“RSM”), as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016 (“Fiscal Year 2016”). The appointment was made by the Audit Committee of the Board.2024. The appointment of RSM as the Company’s independent registered public accounting firm is subject to ratification by the Company’s stockholders at the Annual Meeting. Representatives of RSM will be present at the Annual Meeting and will be given an opportunity to make a statement. Such representatives will also be available to respond to appropriate questions.20162024 by adopting the following resolution at the Annual Meeting:auditors of this Companyregistered public accounting firm for Medifast, Inc. for the fiscal year endedending December 31, 2016,2024, is hereby APPROVED, RATIFIED, AND CONFIRMED.”AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDEDENDING DECEMBER 31, 2016.2024. - 35 -COMMITTEEauditor;registered public accounting firm; (iii) the independent auditor’sregistered public accounting firm’s qualification and independence; and such other matters as are described in the Audit Committee’s Charter. In addition to discussions with the CEO, Chief Financial Officer (“CFO”)the CFO, and other members of Managementmanagement regarding the preparation of the Company’s financial statements and operating results, the Audit Committee received periodic reports from the Company’s Internal Audit and Legal departments. Such reports addressed, among other matters, ongoing projects, control assessments and audits being conducted by the Internal Audit department, reports to the Company’s compliance hotline and/or issues involving the Company’s Code of Business Conduct, material litigation and significant legal developments involving the Company and/or its subsidiaries, and proposed organizational changes. The Audit Committee also received periodic routine reports regarding the Company’s efforts to comply with Section 404 of the Sarbanes-Oxley Act and efforts related to the completion and periodic filings of the Company’s financial statements with the SEC. In addition to the scheduled meetings of the Audit Committee, the members of the Audit Committee held periodic telephonic discussions and/or in-person meetings with Managementmanagement regarding various subjects. Such informal periodic meetings and discussions permit the Audit Committee to provide advice and assistance to Managementmanagement on a more frequent basis than the regularly scheduled meetings of the Audit Committee.firm, RSM.firm. The Audit Committee discussed with RSM the overall scope and plans for the integrated audit of the Company’s financial statements, and met with RSM with and without Managementmanagement present, to discuss the results of their audits and evaluations of the Company’s internal controls, and to discuss the efforts expended by the Company in connection with the preparation and filing of the financial statements.2015 with Management2023 with management and RSM. RSM. In addition, addition, the Audit Committee has discussed with with RSM the matters required to be discussed by Auditing Standards No. 16, “Communications with Audit Committees, issued byby the applicable requirements of the Public Company Company Accounting OversightOversight Board (the “PCAOB”(the “PCAOB”).2015,2023, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.The Audit Committee,Charles P. Connolly, ChairmanJeffrey J. BrownKevin G. Byrnes
2023.- 36 -INFORMATION REGARDINGINDEPENDENTINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES, SERVICES, AND INDEPENDENCEfollowing following table outlines the aggregateaggregate fees billed, rounded to the Companynearest thousand, billed to the Company for the fiscalfiscal years endedended December 31 2015, 2023 and 20142022 by the Company’s principal principal accounting firm, RSM. 2015 2014 Audit Fees $ 307,000 $ 350,000 Audit Related Fees - - Tax Fees 228,000 99,000 All Other Fees 5,000 5,000 Total Fees $ 540,000 $ 454,000 2023 2022 Audit Fees $ 896,000 $ 788,000 Tax Fees — — All Other Fees 28,000 76,000 Total Fees $ 924,000 $ 864,000 amounts amounts noted above for Audit Fees includeFees consist of fees for professional services rendered for the aggregate fees billed for eachaudit of the last two fiscal years for professional services renderedCompany’sconsolidated financial statements included in the Company’sAnnual Report on Form 10-K, including the audit of internal controls required by the principal accountant for the auditsSection 404 of the Company’s consolidated annualSarbanes-Oxley Act of 2002, and the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and local subsidiaries’ annual financial statements, reviews of for services that are normally provided by the Company’s quarterly financial statements, attestation of internal control over financial reporting, as required by the Sarbanes-Oxley Act, Section 404, consents, and other services related to SEC matters.and advisory services.OtherOther Fees:The amounts amounts noted aboveabove for All Other Fees include fees incurred for the reviewaudit of the Company’s annual Franchise Disclosure Document and benefit planand other servicesservices not reported above.AuditaboPre-Approval Pre-Approval of AuditAudit and Permissible Non-AuditPermissible Non-Audit Services of the Independentthe Independent Registered Public Accountantpre-approves pre-approves all audit and permissiblepermissible non-audit services services provided by by the independent registered public accountant.accountant. These services may services may include audit services, services, audit-related services, tax services services, tax services and other services.services. The Audit Committee has adopted adopted a policy policy for the pre-approvalpre-approval of services services provided by by the independent registeredregistered public accountant.policy, pre-approvalpolicy, pre-approval is generally providedgenerally provided for work associated withwith the following:·registration statements under the Securities Act of 1933 (for example, comfort letters or consents);·due diligence work for potential acquisitions or dispositions;·attest services not required by statute or regulation;·adoption of new accounting pronouncements or auditing and disclosure requirements, and accounting or regulatory consultations;·internal control reviews and assistance with internal control reporting requirements;·review of information systems security and controls;·tax compliance, tax planning, and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities; expatriate and other individual tax services; and·assistance and consultation on questions raised by regulatory agencies.eacheach proposed service, service, the independent registered public accountant is required to provide detailed back-upprovide detailed back-up documentation at the time of approvalapproval to permit the Audit Committee to make a determination whether the provisionprovision of such services such services would impair the independent registered public registered public accountant’s independence.has approved in advancehas approved in advance certain permitted servicesservices whose scopescope is routine across businessacross business units, including statutory statutory or other financial audit workwork for non-U.S. subsidiariesnon-U.S. subsidiaries that is is not required for ExchangeExchange Act audits. audit-related, tax, -related, tax, and other services provided by services provided by RSM during fiscal year 2015related to fiscal year 2023 in accordance with this policy.policy.- 37 -COMPENSATIONS COMPENSATION PLANS – DECEMBER— 2015Plan category (a)
Number of
Securities to
be issued upon
exercise
of outstanding
options,
warrants and
rights (#) (b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
($) (c)
Number of
securities
remaining
available
for future
issuance under
equity
compensation
plans (excluding
securities
reflected in
column (a)) (#) Equity compensation plans approved by security holders 362,081 (1) $ 28.17 (2) 402,345 Equity compensation plans not approved by security holders - - - 1.Consists of 98,373 shares of our common stock issuable upon the exercise of outstanding stock options and 263,708 shares of our common stock subject to outstanding stock awards under our 2012 Plan.2.Excludes 263,708 shares of our common stock subject to outstanding stock awards which do not have an exercise price.
, 2023- 38 -Plan Category (a)
Number of Securities to
be issued upon exercise of
outstanding options,
warrants and rights
(#) (1)(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)(c)
Number of securities
remaining available
for future issuance
under equity compensation
plans (excluding securities
reflected in
column (a) (#)Equity compensation plans approved by security holders 197,096 62.20 391,172 OWNERSHIPOWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND EXECUTIVE OFFICERS April 18, 2015, the Record Date, information with respect to the beneficial ownership of each person (including any “group” as defined in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of our common stock by:·each person known to us to be the beneficial owner of more than 5% of our common stock;·each of our directors and director nominees;·each of the named executive officers set forth in the Summary Compensation Table of this Proxy Statement; and·all of our current directors and executive officers as a group.director, director nominee, or named executive officer is determined under Rule 13d-3 ofin the Exchange Act; this information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownershiptable below includes any shares for which the individualperson has sole or shared voting power or investment power, and also includes any shares with respect to which the person has the right to acquire sole or shared voting or investment power on or before June 17, 201621, 2024 (60 days after April 18, 2016)22, 2024), through the exercise of any stock option, warrant, or other right.Name of Beneficial Owner BlackRock, Inc.(2)
40 East 52nd Street
New York, NY 100221,805,021 16.5 The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 193551,686,957 15.4 757,610 6.9 c/c/o Medifast, Inc.Medifast, 3600 Crondall Lane, Suite Inc., 100 Owings Mills, Maryland 21117.
International Drive, 18th Floor, Baltimore, Maryland 21202.- 39 -Name of Beneficial Owner Title Shares
Beneficially
Owned (1) Percent of
Outstanding
Common
Stock (%) Visium Asset Management, L.P. (2)
c/o Visium Asset Management, L.P.
888 7th Avenue
New York, NY 10019 1,325,458 11.19 % BlackRock, Inc. (3)
40 East 52nd Street
New York, NY 10022 1,006,315 8.50 % Renaissance Funds (4)
800 Third Avenue
New York, NY 10022 746,300 6.3 % Engaged Capital, LLC (5)
610 Newport Center Drive,
Suite 250
Newport Beach, CA 92660 737,465 6.23 % Man Group plc (6)
Riverbank House
2 Swan Lane
London EC4R 3AD
United Kingdom 605,686 5.11 % Michael C. MacDonald (7) Director, Chairman of the Board & Chief Executive Officer 339,488 2.84 % Margaret E. Sheetz (8) 307,006 2.59 % Mehmaz Mona Ameli (9) 6,497 * Jeffrey J. Brown (10) Director 4,087 * Kevin G. Byrnes (11) Director 8,680 * Charles P. Connolly (12) Director 52,279 * Constance J. Hallquist (10) Director 3,901 * Jorgene K. Hartwig (10) Director 5,503 * Timothy G. Robinson Chief Financial Officer 19,741 * Carl E. Sassano (13) Director 11,084 * Scott D. Schlackman (10) Director 3,576 * Glenn W. Welling (10)(14) Director 3,503 * Brian Kagen (15) Executive Vice President, Chief Marketing Officer 10,484 * All current directors, nominees, and executive officers as a group (14 persons): 777,829 6.47 % *Shares held represent less than 1% of the total number of outstanding shares of our common stock.1.Based on 11,843,695 shares outstanding at April 18, 2016. In calculating the percentage of ownership, all shares of our common stock, of which the identified person or group has the right to acquire beneficial ownership on or before June 17, 2016, are deemed to be outstanding for the purpose of computing the percentage of the shares of our common stock owned by that person or group. These shares are not, however, deemed to be outstanding for the purpose of computing the percentage of the shares of our common stock owned by any other person or group.2.Based solely on information reported on Schedule 13G, as amended, filed by Visium Asset Management, LP on April 8, 2014. As reported in such filing, Visium Asset Management, LP has shared voting power with respect to 1,274,351 shares and share dispositive power with respect to 1,325,458 shares and an aggregate beneficial ownership of 1,325,458 shares of our common stock.- 40 -Daniel R. Chard Chairman & Chief Executive Officer 155,726 1.4 % James P. Maloney Chief Financial Officer 9,752 * Chief Field Operations Officer 32,794 * Anthony E. Tyree Chief Business Operations Officer 12,473 * Jason L. Groves Chief Legal Officer 12,419 * Jeffrey J. Brown Lead Director 5,784 * Elizabeth Geary Director Elizabeth A. Geary Director 14,922 * Michael A. Hoer Director 1,781 * Director 11,838 * Andrea B. Thomas Director 6,253 * Ming Xian Director — * All current directors and executive officers as a group 271,607 2.5 % 3.Based solely on information included in a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 26, 2016. In such filing BlackRock indicates that it has sole voting power with respect to 978,941 shares of our common stock and sole dispositive power with respect to 1,006,315 shares of our common stock.4.Based solely on information included in a Schedule 13G filed with the SEC by Renaissance Technologies LLC (“Renaissance”) and Renaissance Technologies Holdings Corporation (“Renaissance Holdings”) on February 12, 2016. In such filing each of Renaissance and Renaissance Holdings (by virtue of its majority ownership of Renaissance) indicates that it has sole voting power with respect to 672,344 shares of our common stock, sole dispositive power with respect to 746,218 shares of our common stock, and shared dispositive power with respect to 82 shares of our common stock.5.Based solely on information included in a Schedule 13 D/A filed with the SEC by Glenn W. Welling and Engaged Capital, LLC (“Engaged”) on April 7, 2015. In such filing Engaged indicates that it has sole voting and dispositive power with respect to 718,670 shares of our common stock.6.Based solely on information included in a Schedule 13G filed with the SEC by Man Group plc (“Man Group”) and Numeric Investors LLC (“Numeric”) on January 5, 2016. In such filing each of Man Group (as investment manager to certain funds and/or managed accounts) and Numeric Investors (which is deemed to control Numeric Investors through various intermediate entities) indicates that it has shared voting and dispositive power with respect to 605,686 shares of our common stock.7.Includes 92,656 shares that are pledged as collateral for loans.8.Includes 6,580 indirect shares and 3,999 shares of our common stock underlying currently exercisable options owned by Ms. Sheetz’ spouse.9.Includes 666 shares of our common stock underlying currently exercisable options.10.Includes 833 shares of our common stock underlying currently exercisable options.11.Includes 3,610 shares of our common stock underlying currently exercisable options.12.Includes 4,999 shares of our common stock underlying currently exercisable options.13.Includes 1,666 shares of our common stock underlying currently exercisable options.14.Mr. Welling, as the founder and Chief Investment Officer of Engaged Capital and the sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital. Mr. Welling expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.15.Includes 3,999 shares of our common stock underlying currently exercisable options.Section 16(a) Beneficial Ownership Reporting ComplianceDirectors, officers, and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by them. We have reviewed copies of reports provided to us, as well as other records and information.amendments thereto filed electronically with the SEC. Based on that review, we concluded that all reports were timely filed in 2015,Fiscal Year 2023, except that ModusLink Global Solutions, Inc., who was at the timethat: beneficial owner of more than 10% of our outstanding shares (but is no longer) had two late Form 4 reports, which resultedon February 9, 2023, reporting a disposition of 10 shares in two sales (for an aggregate of 3,893 shares) being untimely reported,connection with a tax withholding on a vested grant on September 13, 2022; and Jorgene K. Hartwig had onereport, which resultedon February 9, 2023, reporting an accrual of 9.7766 dividend equivalents on November 8, 2022, pursuant to the Medifast, Inc. Director's Deferred Compensation Plan (Amended and Restated); andpurchasetax withholding on a vested grant on March 16, 2023, and a grant of 1,000906 shares being untimely reported.
on March 17, 2023; and- 41 -ProposalsProposals and Nominations for Director2017 annual meeting2024 Annual Meeting of stockholders,Stockholders, the proposal must comply with the requirements of Rule 14a-8 of Regulation 14A of the Exchange Act and must be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid to the General Counsel,Chief Legal Officer, Medifast, Inc., 3600 Crondall Lane, Suite 100 Owings Mills,International Drive, 18th Floor, Baltimore, Maryland 21117.2017 annual meeting2024 Annual Meeting of stockholdersStockholders is more than 30 days [beforebefore or after]after June 15, 2017,14, 2024, in which case, the proposal must be received a reasonable time before we begin to print and mail our proxy materials. Any such notice must set forth the specific information required by Rule 14a-8 of Regulation 14A of the Exchange Act, including without limitation: (a) the name and address of the stockholder and the text of the proposal to be introduced; (b) the number of shares of our common stock held of record, owned beneficially, and represented by proxy by such stockholder as of the date of such notice; and (c) a representation that the stockholder intends to appear in person or by proxy at the 2017 annual meeting2024 Annual Meeting of stockholdersStockholders to introduce the proposal specified in the notice.20172024 Annual Meeting of Stockholders. If the proposal is for a matter other than the nomination of a director for election at the meeting, the proposal must be written and delivered to the Secretary at the address set forth above, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders;provided, however, that in the event that the date of the annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered by not earlier than the close of business on the 90th day prior to such annual meeting, and not later than the close of business on the later of the 60th day prior to such annual meeting, or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shallwill the public announcement of an adjournment or postponement of the annual meeting of stockholders commence a new time period for the giving of a stockholder’s notice as described above. As described in Section 1.2 of our Bylaws, the notice must contain: (a) a reasonably detailed description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the proposal is made; (b) the name and address of the stockholder giving the notice as it appears on the Corporation’s books, and of the beneficial owner, if any, on whose behalf the proposal is made; and (c) the class and number of shares of the Company which are owned beneficially and of record by the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the proposal is made. of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors by any stockholder who is a stockholder of record at the time such person provides the required notice;provided that the notice meets the requirements set forth below, and that they continue to be a stockholder at the time of the meeting. The written notice required with respect to any nomination (including the completed and signed questionnaire, representation, and agreement discussed below) must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company (a) with respect to an election to be held at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting, or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not less than 90 days nor more than 120 days prior to the date of such special meeting or the close of business on the 10th day following the earlier of (i) the date on which notice of such meeting is first given to stockholders and (ii) the date on which a public announcement of such meeting is first made. In no event shallwill the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period for the giving of a stockholder’s notice as described above. Each such notice shallmust include: (1) the class and number of shares of the Company which are owned beneficially and of record by such stockholder and such beneficial owner, if any, on whose behalf the nomination is made, and each person whom the stockholder proposes to nominate for election as a director; (2) the name and address of each stockholder of record who intends to appear in person or by proxy to make the nomination and of the person or persons to be nominated; (3) the consent of each nominee to serve as a director of the Company if so elected; and (4) as to each person whom the stockholder proposes to nominate for election as a director (i) the name of each nominee holder of shares owned beneficially but not of record by such person and the number of shares of stock held by each such nominee holder, (ii) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest, or other transaction has been entered into by or on behalf of such person with respect to stock of the Company, and whether any other agreement, arrangement, or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf- 42 -2017 annual meeting2024 Annual Meeting of stockholdersStockholders may refuse to acknowledge the introduction of any stockholder proposal or director nomination not made in compliance with the foregoing procedures.Proxy Statements,proxy statements, with respect to two or more stockholders sharing the same address, by delivering a single Proxy Statementproxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Medifast and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once stockholders have received notice from their broker or us that materials will be sent in the householding manner to the stockholder’s address, householding will continue until otherwise notified or until the stockholder revokes such consent. If, at any time, stockholders no longer wish to participate in householding and would prefer to receive a separate proxy statement, they should notify their broker if shares are held in a brokerage account, or us if holding registered shares.Directordirector served as an Executive Officerexecutive officer of that organization in an amount greater than $1 million or 2% of such charitable organization’s consolidated gross revenuesrevenue for the years 2015, 20142023, 2022, or 2013.2021. The Company did not make any such charitable contributions in excess of those amounts.- 43 -3600 Crondall Lane, Suite 100 Owings Mills,International Drive, 18th Floor, Baltimore, Maryland 21117,21202, indicating to whose attention the communication should be directed. Under a process approved by the Board for handling letters received by the Company and addressed to non-management directors, the Corporate Secretary of the Company reviews all such correspondence and forwards to members of the Audit Committee a summary and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deal with the functions of the Board or committees thereof, or that the Corporate Secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company and addressed to members of the Board and request copies of any such correspondence. on Form 10-KMedifast’s Form 10-K, as amendedthe 2023 Annual Report (including the financial statements and financial schedules) may obtain a copy (excluding Exhibits) without charge by addressing a written request to the Office of the General Counsel,Corporate Secretary, Medifast, Inc., 3600 Crondall Lane, Suite 100 Owings Mills,International Drive, 18th Floor, Baltimore, Maryland 21117.21202. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. Stockholders may also obtain a copy by visiting the Company’s website (https://ir.medifastnow.com ).Executive Vice President, General Counsel andA - 441 -A - 2 - A - 3 - A - 4 - A - 5 - A - 6 - A - 7 - A - 8 - A - 9 - A - 10 - A - 11 - A - 12 - A - 13 - A - 14 - A - 15 - A - 16 - A - 17 - A - 18 - A - 19 - 
