🗓️ What This Document Is

This is a Definitive Proxy Statement (Form DEF 14A). Think of this document as the annual "meeting notice" and rulebook for the company's meeting with its shareholders. It outlines everything shareholders need to know, including who they are electing, how votes will be counted, and what the management recommends.

👉 The key date to remember is the 2026 Annual Shareholders’ Meeting on Tuesday, June 2, 2026, which will be conducted virtually. 👉 The primary goals of the meeting are to elect Class III directors, ratify the company's auditor, and hold a non-binding vote on executive compensation ("Say-on-Pay").

🏢 Mannatech, Incorporated: What They Do

Mannatech, Incorporated is a Texas corporation. While the filing is heavily focused on governance, it confirms the company operates within the direct selling industry, which involves distributing products and services directly to consumers (like Avon or Amway).

👉 The company’s corporate offices are located at 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028.

👥 Leadership and Personnel Updates

This section details the key people running the company, including their roles, experience, and recent changes. The filing provides extensive background on the board and executive officers.

Current Leadership: The President and CEO is Landen Fredrick, who started the role on April 1, 2024. The Chairman of the Board of Directors is J. Stanley Fredrick (a significant shareholder).
CFO Transition: James Clavijo, who joined as CFO on July 1, 2024, was provided requisite notice on March 19, 2026, that the company would not be renewing his employment agreement, which expires on June 30, 2026.
Interim CFO: Yasir Haider was appointed by the Board as the Interim CFO on March 20, 2026.

📜 How Shareholder Votes Work

Voting is governed by strict rules, and understanding these rules is crucial for shareholders to ensure their voice counts. The meeting requires a "quorum"—a majority of outstanding shares—to transact business.

Record Date: The official record date for determining who is entitled to vote is April 6, 2026. As of this date, there were 1,929,670 outstanding shares of common stock.
Voting Mechanics: Shareholders can vote virtually, by phone, or by returning a physical proxy card.
Quorum Requirement: If a quorum is not obtained, the company must postpone the meeting, which is costly and time-consuming for the company.
Ownership Types:
- Direct Ownership: Shares held directly in your name.
- Beneficial Ownership: Shares held through a broker (which is the most common scenario). The filing emphasizes that beneficial owners must follow specific instructions from their broker to ensure their vote is counted.

🗳️ Election of Class III Directors (Proposal 1)

The Board is running for the election of two directors to fill Class III seats. Director elections are typically determined by a plurality of votes, meaning the nominees who receive the most votes will be elected.

Nominees: The Board has nominated John A. Seifrick and Robert Toth.
Board Recommendation: The Board recommends voting “FOR ALL” nominees.
Director Qualifications (A Deep Dive):
- John A. Seifrick: Has over 40 years of experience in accounting, finance, and general management. He is the Co-Founder and current President/General Manager of CAST Wines (founded 2012).
- Robert Toth: Has over 40 years of direct selling experience, notably serving as President of Avon International (2004–2005) where annual revenues exceeded $5.5 billion.
Term: Once elected, the Class III directors’ terms will expire on the earlier of the 2029 Annual Meeting or upon disqualification/resignation.

👨‍💼 Ratification of the Independent Auditor (Proposal 2)

While legally not required by the company's charter, the Board is asking for shareholder approval of its independent public accounting firm. This is a matter of good corporate governance.

Firm Recommended: The Board is seeking ratification for BDO USA, P.C. for the fiscal year ending December 31, 2026.
Financial Transparency: The filing shows the fees paid by BDO USA, P.C. for the years ended December 31, 2025 and 2024:
- 2025 Total Fees: $754 thousand (including $680k for Audit Fees and $74k for Tax Fees).
- 2024 Total Fees: $720 thousand (including $674k for Audit Fees and $46k for Tax Fees).
Board Recommendation: The Board recommends voting “FOR” the ratification of BDO USA, P.C.

💸 Advisory Vote on Executive Compensation (Proposal 3)

This vote is purely advisory, meaning a vote "FOR" or "AGAINST" does not legally bind the company or the Board. It signals shareholder opinion on whether the compensation program is appropriate.

Purpose: It asks shareholders to approve, on an advisory basis, the overall compensation package for the company's Named Executive Officers.
Rationale: The compensation program is designed to attract, motivate, and retain experienced executives to enhance shareholder value.
Board Recommendation: The Board recommends voting “FOR” approval of the advisory resolution.

⚖️ Corporate Governance Structure

The Board of Directors structure is robust, outlining which committees manage which critical areas of the business. The Board emphasizes separation of duties to improve oversight.

Separation of Roles: The Board maintains that separating the Chairman (J. Stanley Fredrick) and the CEO (Landen Fredrick) is important, allowing the CEO to focus on operations and the Chairman to focus on governance.
Committee Oversight: The Board's committees have defined risk oversight roles:
- Audit Committee (Chair: L. A. Jobe): Oversees financial reporting, internal controls (Sarbanes-Oxley Act), and reviews the annual audit results. L. A. Jobe qualifies as an "audit committee financial expert."
- Compensation and Stock Option Plan Committee (Chair: J. A. Seifrick): Establishes compensation (salaries, bonuses, stock options) and ensures these plans do not encourage excessive risk-taking.
- Nominating/Governance and Compliance Committee (Chair: T. J. Rameson): Reviews and recommends board nominees, develops succession planning, and handles compliance, including overseeing cyber-related risks.
- Science and Marketing Committee (Chair: K. Robbins): (Function not fully detailed, but responsible for oversight related to science and marketing).

🏅 Director Biography & Expertise

The Board composition is designed to cover multiple complex areas, providing expertise from different sectors, including finance, direct selling, and venture capital.

Diversity of Skills: The Board aims for diverse skills across key areas like network marketing, direct sales, finance and audit, and supply chain management.
Key Expertise Highlights:
- J. Stanley Fredrick: Extensive experience in the Direct Selling Association (DSA), having served multiple terms as Chairman of the DSA Board.
- L. A. Jobe: Brings deep experience in management, finance, and auditing, with an active background as a CPA.
- T. J. Rameson: Provides extensive financial background, previously working at proprietary trading firms like Jane Street Capital LLC.
- K. Robbins: Brings over 30 years of experience as an independent Associate within the Company’s global downline network marketing system.

💸 Executive Compensation & Potential Payouts

This section details the types of compensation instruments used and what could happen if the company faced a major change (like a change in control or termination).

Compensation Structure: The company uses stock option awards as a major part of executive pay. The filing notes that Named Executive Officers do not participate in traditional retirement plans or non-qualified deferred compensation plans (other than the 401(k) Plan).
Equity Awards Outstanding (as of Dec 31, 2025): Specific numbers were provided for Landen Fredrick and James Clavijo, detailing various option awards, their exercise prices, and their expiration dates (e.g., Landen Fredrick has 18,000 options with an exercise price of $15.70, expiring April 2, 2028).
Termination Rules (The 2017 Plan): The options granted are subject to the 2017 Stock Incentive Plan. If an executive is terminated for "cause," all options (vested or unvested) are forfeited. If terminated for any other reason, the executive has a limited window (up to 12 months) to exercise exercisable options.

📞 Getting Information & Contact Details

The proxy statement provides necessary contacts and future procedural guidance.

Corporate Headquarters: 1410 Lakeside Parkway, Suite 200, Flower Mound, Texas 75028.
General Inquiries: The shareholder list can be viewed or an appointment arranged by contacting the Investor Relations department at (972) 471-6512.
Web Event Access: Shareholders can participate and vote online at www.virtualshareholdermeeting.com/MTEX2026.

🧠 The Analogy

Think of a Proxy Statement like a yearbook committee election. It doesn't involve selling products or making money directly, but it is absolutely critical to the business. The document’s purpose is to gather the voters (shareholders) and collect enough votes (a quorum) to legally select the leaders (directors) and approve the ongoing rules (auditor, compensation).

🧩 Final Takeaway

This filing is a governance roadmap, not a financial report. The main action items for shareholders are to vote on the three proposals, pay close attention to the virtual meeting details, and understand that strong board oversight (through the committees and diverse expertise) is what determines the company's long-term health and compliance.

MTEX Shareholders Vote on Directors, Auditor, and Compensation in 2026