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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to 240.14a-12

MEDIFAST, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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Notice of Annual Meeting
and Proxy Statement

Annual Meeting of Stockholders
Wednesday, June 2, 2021

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS OF MEDIFAST, INC.

TO BE HELD ON WEDNESDAY, JUNE 2, 2021

April 14, 2021

DEAR FELLOW STOCKHOLDERS OF MEDIFAST, INC.

Notice is hereby given that the 2021 annual meeting of stockholders (the “Annual Meeting”) of Medifast, Inc. (the “Company” or “Medifast”) will be held on Wednesday, June 2, 2021, at 4:30 p.m. Eastern Time in a virtual format via live audio webcast at https://web.lumiagm.com/258080113, for the following purposes, as more fully described in the accompanying Proxy Statement:

To elect eight nominees to the Board of Directors to serve for a one-year term expiring in 2022;

To ratify the appointment of RSM US LLP (“RSM”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021;

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We continue to embrace the latest technology to provide expanded access, improved communications and cost savings. We believe hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. There is no in-person meeting for you to attend. We designed the format of the Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.

[MISSING IMAGE: sg_jasongroves-bwlr.jpg]

Jason L. Groves, Esq.
Executive Vice President,
General Counsel & Corporate Secretary

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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	Page
PROXY SUMMARY		i
PROXY STATEMENT		1
2021 Annual Meeting		1
General Information About the Annual Meeting and Voting		1
PROPOSAL 1: ELECTION OF DIRECTORS		6
INFORMATION CONCERNING OUR BOARD OF DIRECTORS		12
Director Independence		12
Board Leadership Structure		12
Lead Independent Director		13
Director Education		13
Director Orientation		13
THE COMMITTEES OF THE BOARD		14
Audit Committee		14
Compensation Committee		14
Nominating/Corporate Governance Committee		15
Executive Committee		16
BOARD’S ROLE IN RISK MANAGEMENT		16
CODE OF CONDUCT AND BUSINESS ETHICS AND CORPORATE GOVERNANCE GUIDELINES		17
TRANSACTIONS WITH RELATED PERSONS		17
DIRECTOR MEETINGS AND ATTENDANCE		17
STOCKHOLDER OUTREACH		17
EXECUTIVE OFFICERS		19
EXECUTIVE COMPENSATION		21
Compensation Discussion and Analysis (“CD&A”)		21
Compensation Committee Interlocks and Insider Participation		32
Compensation Committee Report		32
ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES		33
EXECUTIVE AND DIRECTOR COMPENSATION TABLES		34
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021		44
REPORT OF THE AUDIT COMMITTEE		45
INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES, SERVICES, AND INDEPENDENCE		47
PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS — DECEMBER 31, 2020		49
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS		50
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS		51
DELINQUENT SECTION 16(A) REPORTS		53

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	Page
ADDITIONAL INFORMATION		54
Stockholder Proposals and Nominations for Director		54
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS		56
Charitable Contributions		56
Communications with the Board or Its Committees		56
2020 Annual Report		56

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting Information

Date and Time			Location			Record Date
Wednesday, June 2, 2021 4:30 p.m., Eastern Time			https://web.lumiagm.com/258080113			April 5, 2021

Record Date			Who Can Vote
April 5, 2021			Holders of our common stock are entitled to vote on all matters

Matters to be Voted on at the Annual Meeting and Board Recommendations

Item	Proposals	Board Vote Recommendation	Page #
1	Elect eight nominees to the Board of Directors to serve for a one-year term expiring in 2022	✓ FOR each director nominee	6
2	Ratify the appointment of RSM as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021	✓ FOR	44
3	Approve, on an advisory basis, the compensation of the Company’s named executive officers	✓ FOR	48

Our Board of Directors and Board Nominees

The following table provides information about our current Board of Directors and nominees.

Name

Age at Annual
Meeting

Director Since

Independent

Current Committee Memberships

Jeffrey J. Brown

2015

✓

Audit (Chair), Executive, *, +

Kevin G. Byrnes

2013

✓

Audit, +

Daniel R. Chard

2016

Executive (Chair),✧

Constance J. Hallquist

2015

✓

NCG (Chair), CC

Michael A. Hoer

2018

✓

Audit, +

Scott Schlackman

2015

✓

CC (Chair)

Andrea B. Thomas

2019

✓

CC, NCG

Ming Xian

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

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2020 Business Highlights and Performance Overview

2020 was a year of focused execution of our business plan and pursuit of growth strategies, despite the challenging and uncertain environment surrounding the COVID-19 pandemic. Our continued disciplined approach to the management of our business resulted in our continuation of improved revenue and year-over-year profitability, achieving $934.8 million in revenue, $102.9 million in net income, and $8.68 in earnings per-diluted share for 2020. In addition, we continued to declare and paid four quarterly dividends of $1.13 per share each throughout the year. Growth was driven by significant year-over-year and sequential improvements in the number of active earning OPTAVIA Coaches, which grew to a record 44,200 in the fourth quarter. Additionally, revenue per active earning OPTAVIA Coach was at record levels during 2020. Our Client community remains strong and we finished 2020 even better than expected, with successful incentive coach programs that we believe position us well for 2021.

Our Governance Snapshot

Good governance is a critical part of our corporate culture. The following provides an overview of certain of our governance practices:

	Board of Directors			Board Composition
	Majority vote for director elections			Majority independent Board – 7 of our 8 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 majority of our executive compensation is tied to performance			Our 2012 Plan prohibits repricing and includes a double trigger in the event of a change in control
	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 extent that the underlying shares become vested or earned
	Officers and directors are prohibited from pledging our stock as collateral for a loan or holding our securities in a margin account			Long-term incentive awards 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 event of a change in control			Officers and directors are subject to stock ownership guidelines
	Executive perquisites are limited and not excessive			Limited severance benefits under competitive executive severance plan

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Corporate Governance Documents

You will find current copies of the following corporate governance documents on our website at https://ir.medifastinc.com/governance-documents:

•

Corporate Governance Guidelines

•

Code of Conduct and Business Ethics

•

Audit Committee Charter

•

Compensation Committee Charter

•

Nominating/Corporate Governance Committee Charter

•

Executive Committee Charter

Responsibility Snapshot

We are committed to corporate responsibility and sustainability and focus our efforts on creating sustainable customers, a sustainable company, and sustainable communities. Presently, we are developing a strategy to focus our environmental, social, and governance (ESG) efforts, policies, practices, and reporting. We believe we have demonstrated our commitment to ESG matters through various initiatives.

COVID-19 Update

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Asia. Over the next several months, COVID-19 quickly spread across the world. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic. Although the COVID-19 pandemic has impacted our business operations in multiple ways, our manufacturing facility remains fully operational to date because we manufacture and sell products that are essential to the daily lives of consumers. In response to the public health crisis posed by COVID-19, we took numerous actions, including, but not limited to:

•

instituting enhanced safety protocols, limited visitation to our plant and distribution center and rolling out additional sick leave (crisis pay) for our onsite essential employees;

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successfully implementing a work-from-home plan for all non-essential employees to comply with guidelines from government and health officials and also extended crisis pay;

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chaning the 2020 OPTAVIA covention from a live event in July to a virtual event;

•

providing additional health and safety precaution in our headquarters, manufacturing and distribution centers’ including use of personal protective equipment and frequent hand sanitization; and

•

process controls in relation to social distancing, visitors, travel and quarantine.

The Company’s priorities during the COVID-19 pandemic continue to be protecting the health and safety of our employees and OPTAVIA Coaches, and their families; maximizing the availability of products that help consumers with their needs; and the use of our employees’ talents and our resources to help society meet and overcome the current challenges.

Human Capital

People are at the heart of everything we do at Medifast, and we are committed to a learning environment and ensuring that our team members understand how their success translates to the success of the greater team, our Coaches, Clients, and stockholders.

We believe that the right mentor can accelerate learning, increase confidence, broaden perspectives and help each team member talent realize their true potential. All team members who desire to participate, have access to the Medifast Mentoring Program which supports a team member’s development by providing channels for self-development, learning and giving back. In addition, we implemented a performance management process, which we call PEAK (Perform, Engage, Advance, Know). As part of PEAK, team members and their people leaders have a regular cadence of conversations around goal setting, career/

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development, mid-year check-in and year-end performance reviews. Our Summer Leadership Speaker series is another developmental tool we offer to our team members. The series features senior-level team members sharing their professional insights and stories, career journeys and what drives their passion for their current role.

Wellness is a significant part of who we are as a company, and to create a work environment that cultivates optimal health and wellbeing, healthy food options are made available in our vending machines and we provide our team members with a monthly allowance for free OPTAVIA food (up to $1,500 per year). We also identify the right to water as a fundamental human right, and provide a healthy hydration program that allows team members to access free flavored water via our Bevi machines, our newly implemented water dispensers. Additionally, our Bevi machines have a positive environmental impact by eliminating up to 55,000 one-time use water bottles in our offices. In addition to these initiatives, we also established a Wellness Committee that is made up of team members from across our organization who volunteer their time to plan events, webinars, trainings, and other events for their fellow employees, that are consistent with our mission. In 2020, Medifast was awarded a Gold Wellness at Work Award from the Maryland Department of Health Center for Chronic Disease Prevention and Control, as well as the Above and Beyond Silver level Aetna Workplace Well-Being Award.

Lastly, our Healthy Habits For All® Program is focused on advancing our mission and bringing healthy habits to even more people, aligning who we are with how we give. Together, we can give kids and families in our most at-risk communities the most powerful gift of all: the ability to transform their health and wellness destiny. Annually, our team members have an opportunity to participate in the events that serve their communities. Due to COVID-19, in-person opportunities were limited in 2020; nevertheless, our leadership team, in conjunction with local independent OPTAVIA Coaches, participated in an outdoor volunteer activity supporting the Living Classrooms Foundation. At a time when many people are prioritizing their mental health, our team assembled 250 “mindfulness bags” that were used to facilitate a virtual 8-week session with students in underserved communities. Medifast continues its efforts to be a good corporate citizen and has made monetary contributions to various local and global nonprofits throughout the year.

Promoting Diversity

The success of our teams is made possible by the diversity of backgrounds, perspectives, skills, and experiences of our associates. Diversity is one of Medifast’s Core Values and is an important part of our Company culture and we are committed to generating an open dialog with our team members as well as improving our learning on how to foster a more inclusive work environment. To bring diversity and inclusion to life, in 2020, we established a relationship with an external partner to assess our working environment and identify opportunities in the area of Diversity, Equity & Inclusion (“DEI”). We have also planned leadership trainings and workshops, to occur in 2021, that will establish the future framework for our DEI program. It is important to us that our DEI Program is meaningful and actionable, aimed at creating an empathetic, inclusive culture where different thoughts, ideas, experiences and identities are embraced, valued and celebrated. We believe that nurturing an inclusive environment means creating multiple pathways for two-way conversations between our team members and their peers as well as with leadership.

As of December 31, 2020:

•

43% of our independent Board members were racially diverse or women

•

44% of our executive officers were racially diverse or women
A list of our Officers can be found on page 19 herein.

Social Responsibility

In 2018, we launched our comprehensive philanthropic initiative, Healthy Habits For All, which promotes healthy habit creation by providing families in underserved communities with the education and access necessary to make healthy decisions. Through this program, the Company pledged to donate more than $2.5 million to local and national nonprofits through 2021. In September 2019, we introduced our annual service event, Healthy Habits For All Week. Each year, Medifast employees join forces alongside the Company’s independent OPTAVIA Coaches to volunteer their time to provide children in underserved communities with the tools and resources needed to help transform their lives. Employees and independent

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OPTAVIA Coaches have dedicated their time to numerous service activities, from hosting healthy happy hours that raise money for deserving nonprofits to building bikes that inspire healthy motion for local children in the community. To date, the Company has donated up to 6 million* meals for children in underserved communities.

Additionally, Medifast is committed to operating its business in an ethical manner, and it expects the same standards from those organizations in its supply chain. In 2019, Medifast established a Vendor Code of Conduct, which went into effect in early 2020, and sets forth the procedures Medifast follows in order to obligate its third-party suppliers and their subcontractors within its supply chain, to comply with applicable laws, rules and regulations, including those relating to the environment applicable to our operations.

How to Cast Your Vote

Your vote is important! Please cast your vote and play a part in the future of Medifast. Even if you plan to attend our Annual Meeting, please cast your vote as soon as possible.

Stockholders of record, who hold shares registered in their name, can vote by any of the following methods:


	INTERNET www.voteproxy.com until 5:00 p.m. Eastern Time on June 2, 2021			BY TELEPHONE 1-800-776-9437 (In the United States) or 1-718-921-8500 (Internationally) until 5:00 p.m. Eastern Time on June 2, 2021			BY MAIL Completing, signing, and returning your proxy or voting instruction card before June 2, 2021			VIRTUALLY at the annual meeting: If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote virtually during the Annual Meeting. Attendees will be asked to present a password and control number.

If you hold your shares in street name, you may instruct your bank, broker or other nominee to vote your shares by following the instructions that your bank, broker or other nominee provides to you. Most brokers offer voting by mail, by telephone and on the Internet.

Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, as provided by the bank, brokerage firm or other financial institution organization. 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 your shares.

See the “General Information About the Annual Meeting and Voting” section for more details.

$1 can provide up to 10 meals. Meal equivalency varies during COVID-19 relief. Learn more at NoKidHungry.org/OneDollar

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PROXY STATEMENT

April 14, 2021

2021 Annual Meeting

The 2021 Annual Meeting of Stockholders of Medifast, Inc. (the “Annual Meeting”) will be held at 4:30 p.m. Eastern Time on Wednesday, June 2, 2021, for the purposes set forth in the accompanying Notice of 2021 Annual Meeting of Stockholders. The Annual Meeting will be held in a virtual format via live audio webcast at https://web.lumiagm.com/258080113. This Proxy Statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be used at the Annual Meeting and at any adjournment or postponement of the meeting. We refer to Medifast, Inc. in this Proxy Statement as “we,” “us,” “our,” the “Company” or “Medifast.”

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.

General Information About the Annual Meeting and Voting

How is Medifast distributing the proxy materials?

This Proxy Statement, the proxy card and the Company’s Annual Report for the fiscal year ended December 31, 2020 (the “2020 Annual Report”) are available online at www.astproxyportal.com/ast/08676. Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are first sending a Notice of Internet Availability of Proxy Materials to our stockholders on or about April 23, 2021. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials (www.astproxyportal.com/ast/08676) or to request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or request a printed copy of our proxy materials may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form or by email on an ongoing basis by calling 1-888-776-9962 or via email to info@astfinancial.com.

Why am I receiving these proxy materials?

We are providing this Proxy Statement and other proxy materials in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, or at any adjournment or 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 $20,000, 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.

What is included in the proxy materials?

The proxy materials consist of: (1) the Notice of 2021 Annual Meeting of Stockholders of Medifast, Inc.; (2) this Proxy Statement for the Annual Meeting; and (3) the 2020 Annual Report. 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 are you holding a virtual meeting instead of physical meeting?

We continue to embrace the latest technology to provide expanded access, improved communication and cost savings. We believe hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world. There is no in-person meeting for you to attend. We designed the format of this year’s Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.

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How do I participate in the Annual Meeting?

If you are a stockholder of record, to attend and participate in the Annual Meeting, visit https://web.lumiagm.com/258080113, click on “I have a login”, enter the control number found on your proxy card or Notice of Internet Availability of Proxy Materials you previously received, and enter the password medifast2021 (the password is case sensitive). If your shares are held through a bank, broker or other nominee, please contact your bank, broker or other nominee as soon as possible so that you can be provided with a legal proxy reflecting the number of shares of our common stock you held as of the record date, your name and email address. You then must submit a request for registration to our Transfer Agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”): (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by mail to the Transfer Agent, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by our Transfer Agent no later than 5:00 p.m. Eastern Time on May 25, 2021.

How do I submit questions during the Annual Meeting?

As part of the Annual Meeting, we will hold a live question and answer session during which we intend to answer questions submitted during the meeting and the Company’s business in accordance with the Annual Meeting procedures posted on the meeting website, as time permits. Questions may be submitted by stockholders that have used the password medifast2021 (the password is case sensitive) to enter the meeting at https://web.lumiagm.com/258080113. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once.

Whom do I contact if I need technical assistance for the Annual Meeting?

The Annual Meeting will begin promptly at 4:30 p.m. Eastern Time. We encourage you to access the Annual Meeting approximately 15 minutes in advance to allow ample time for you to log in to the meeting and test your computer audio system. We recommend that you carefully review the above procedures needed to gain admission in advance. Technicians will be ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at https://web.lumiagm.com/258080113.

What am I being asked to vote on at the Annual Meeting?

We are asking our stockholders to consider and vote on the following proposals at the Annual Meeting:

The election of eight nominees to the Board to serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders (Proposal 1);

The ratification of the appointment of RSM US LLP (“RSM”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Fiscal Year 2021”) (Proposal 2); and

Approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3).

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 5, 2021 (the “Record Date”). These shares include:

those held directly in your name as the stockholder of record; and

those held for you as the beneficial owner through a bank, broker or other nominee at the close of business on the Record Date.

Each share of our common stock is entitled to one vote. On the Record Date, there were 11,760,967 shares of our common stock issued and outstanding.

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10.

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 of our common stock are owned directly in your name with 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 at the Annual Meeting.

Beneficial Owner — If your shares of our common stock are held through a bank, broker or other nominee, you hold those shares in street name and are considered the beneficial owner of those shares. Your bank, broker or nominee is considered, with respect to those shares, the stockholder of record.

11. How can I vote my shares?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Annual Meeting. If you hold your shares directly, you may vote by granting a proxy. If you hold your shares in street name, you may submit voting instructions to your bank, broker or other nominee.

Stockholder of Record — If you are a stockholder of record, you may vote your shares by any one of the following methods:

•

By Mail: The Notice includes directions on how to request paper copies of this Proxy Statement, the 2020 Annual Report and a proxy card. Once you receive a paper proxy card, you may vote your shares by signing and dating each proxy card that you receive and returning it in the prepaid envelope prior to the Annual Meeting. Sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as an attorney-in-fact, executor, administrator, guardian, trustee or the officer or agent of a corporation or partnership), please indicate your name and your title or capacity. If the stock is held in custody for a minor (for example, under the Uniform Transfers to Minors Act), the custodian should sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below in “How will my shares be voted?”

•

Over the Internet: You may vote your shares online at www.voteproxy.com by following the instructions provided in the Notice. Voting on the Internet has the same effect as voting by mail. If you vote on the Internet, you do not need to return a proxy card. Internet voting will be available until 4:40 p.m. Eastern Time on June 2, 2021.

•

By Telephone: You may vote by telephone by dialing 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and following the instructions. Voting by telephone has the same effect as voting by mail. If you vote by telephone, you do not need to return a proxy card. Telephone voting will be available until 4:40 p.m. Eastern Time on June 2, 2021.

•

At the Meeting: You may vote your shares during the Annual Meeting by following the instructions available on the meeting website.

Beneficial Owner — If you hold your shares in street name, you may instruct your bank, broker or other nominee to vote your shares by following the instructions that your bank, broker or other nominee provides to you. Most brokers offer voting by mail, by telephone and on the Internet. You should instruct your bank, broker or other nominee how to vote your shares by following the directions provided by your bank, broker or other nominee. To be admitted to the Annual Meeting, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Medifast common stock you held as of the record date, along with your name and email address, and a request for registration to the Transfer Agent: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by mail to the Transfer Agent, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn,

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NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by our Transfer Agent no later than 5:00 p.m. Eastern time on May 25, 2021.

12.

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 by telephone or the Internet, or attend the Annual Meeting and vote virtually. Attendance at the Annual Meeting will not, by itself, revoke your proxy; you must vote your shares. If you hold shares in street name, you must contact your bank, broker or other nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote virtually during the Annual Meeting.

13.

What is the quorum requirement for the Annual Meeting?

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 attending virtually or represented 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.

14.

What are my voting choices for each matter, and how does the Board recommend that I vote?

Proposal		Voting Choices	Board Recommendation
1	Election of the eight nominees named in this Proxy Statement to serve on the Company’s Board as directors for a one-year term expiring at the 2022 Annual Meeting of Stockholders.	With respect to each director nominee: For Against Abstain	For election of all eight director nominees
2	Ratification of the appointment of RSM as our independent registered public accounting firm for 2021.	For Against Abstain	For
3	Approve on advisory basis the Company’s executive compensation.	For Against Abstain	For

15.

What vote is required in order for the matters to be voted upon at the Annual Meeting to be adopted?

Proposal

Voting Requirements

Effect of Abstentions

Effect of Broker Non-Votes

Election of the eight nominees named in this Proxy Statement to serve on the Company’s Board as directors for a one-year term expiring at the 2022 Annual Meeting of Stockholders.

With respect to each director nominee:
Affirmative Vote of Majority of Votes Cast

No effect on
outcome

No effect on outcome

Ratification of the appointment of RSM as our independent registered public accounting firm for 2021 .

Affirmative Vote of Majority of Votes Cast

No effect on
outcome

Not applicable — brokers are permitted to vote on this matter without specific instruction from the beneficial owner

Advisory approval of the Company’s executive compensation.

Affirmative Vote of Majority of Votes Cast

No effect on
outcome

No effect on outcome

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16.

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.

17.

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. 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 Proposals 1 and 3.

18.

How will my shares be voted?

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, Daniel R. Chard and Jason L. Groves (the “Named Proxies”), will vote your shares in accordance with the recommendations of the Board. If a matter to be considered at the Annual Meeting is timely submitted pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proxy will authorize the Named Proxies to vote your shares in their discretion with respect to any such matter subsequently raised at the Annual Meeting. At the time this Proxy Statement was filed, we knew of no matters to be considered at the Annual Meeting other than those referenced in this Proxy Statement.

If you are a beneficial owner and you have not provided voting instructions to your broker, your broker may exercise discretion to vote your shares only with respect to routine matters. The ratification of RSM (Proposal 2) is considered a routine matter under applicable rules. Your broker does not have discretionary authority to vote your shares on non-routine matters. The election of directors (Proposal 1) and the advisory approval of the Company’s executive compensation (Proposal 3) are considered non-routine matters under applicable rules. Therefore, there may be “broker-non-votes” with respect to these matters. See “What is a broker non-vote?” for more information.

19.

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 to be voted on at the Annual Meeting.

20.

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.

21.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting, and publish final results in a Current Report on Form 8-K following the Annual Meeting.

22.

What does it mean if I receive more than one Notice, proxy card or voting instruction form?

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 a proxy card or voting instruction form). If you vote by telephone or on the Internet, you will need to vote once for each Notice, proxy card or voting instruction form you receive.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board is currently composed of eight directors. Our Board has set eight directors as the number to be elected at the Annual Meeting and, upon the recommendation of the Nominating/Corporate Governance Committee, has nominated the individuals named below for election as directors with terms expiring at the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified. All nominees are currently directors of the Company and have been previously elected by our stockholders. Management has no reason to believe that any of the nominees are 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 designated by the Board.

The names of the 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 director, are set forth below. Certain individual qualifications, experiences and skills of our directors that contribute to the Board’s effectiveness and supports the Company’s strategy as a whole are also described below. The Nominating/Corporate Governance Committee considers numerous qualifications when considering candidates for the Board, including their qualifications, skills, experience, and tenure. The Board and the Nominating/Corporate Governance Committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning Board and 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 Company’s management.

All director nominees exhibit:

•

Highest personal and professional ethical standards, integrity, and values;

•

Practical wisdom and mature judgment;

•

An appreciation of multiple cultures;

•

A commitment to sustainability and social issues;

•

Innovative thinking;

•

Knowledge of corporate governance requirements and practices; and

•

Diverse backgrounds, including experience in business, international operations, finance, product development, marketing and sales, and areas that are relevant to the Company’s global and direct-to-consumer activities.

Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, including making themselves available for consultation outside of regularly scheduled Board meetings, and should be committed to serve on the Board. Our nominees have a balanced mix of short and long tenure, ranging from 2 years to 8 years, as of the 2021 Annual Meeting. Each of the nominees for director is now a member of the Board of Directors, which met six times during 2020, and each of the nominees attended all of the Board meetings and Committee meetings held during the periods served by such nominee in 2020.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE EIGHT NOMINEES IDENTIFIED BELOW.

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DIRECTOR NOMINEES

Lead Independent Director since:
June 2015

Director Since: 2015

Age: 60

Board Committees:

•

Audit Committee (Chairperson)

•

Executive Committee

Qualifications: Mr. Brown brings to the Board extensive public and private company board experience and significant transactional experience.

Jeffrey J. Brown

Mr. Brown serves as a member of the Audit Committee and Executive Committee. He has also served as Lead Independent Director of the Company since June 2015. 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.

Mr. Brown has 34 years of private equity and corporate governance experience. He has served as Chairman of the Board of 12 companies and on the Board of Directors of over 50 companies in both the public and private sectors. He has chaired the Audit, Compensation, Finance, and special committees of these organizations as well as been Lead Director. Mr. Brown directly invests equity and debt in operating companies and actively manages his investments in commercial, industrial and retail real estate.

Education: Mr. Brown received his MBA from the Stanford University Graduate School of Business and graduated Summa Cum Laude with a BS in Mathematics from Willamette University.

Director Since: 2013

Age: 74

Board Committees:

•

Audit Committee

Qualifications: Mr. Byrnes brings to the Board extensive financial experience from his long career in the banking industry.

Kevin G. Byrnes

Mr. Byrnes has more than 40 years of financial experience working in the retail and commercial banking industries. He was the Chairman of the Board of Bay Bank, with assets of approximately $500 million and 12 branches located in the Baltimore metropolitan area, from 2010 to 2015. 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 serving at 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.

Education: Mr. Byrnes received a BBA from Pace University.

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Chairman & Chief Executive Officer

Director Since: 2016

Age: 56

Board Committees:

•

Executive Committee
(Chairperson)

Qualifications: Mr. Chard brings to the Board leadership skills and experience across operations, international, and marketing functions. He possesses extensive direct selling industry experience along with a strong background in consumer products.

Daniel R. Chard

Mr. Chard has served as the Chief Executive Officer of the Company since October 2016 and Chairman since 2020. Prior to joining the Company, Mr. Chard served as President and Chief Operating Officer at PartyLite, a portfolio company of The Carlyle Group, from October 2015 to October 2016. Mr. Chard also served as the President, Global Sales & Operations at Nu Skin Enterprises, Inc. (“Nu Skin”) from February 2006 to September 2015, President of Nu Skin Europe from July 2004 to January 2006, and in various other roles of increasing responsibility since he joined Nu Skin in 1998.

Education: Mr. Chard holds a Bachelor of Arts in Economics from Brigham Young University and received an MBA from the University of Minnesota.

Director Since: 2015

Age: 57

Board Committees:

•

Nominating/Corporate Governance Committee
(Chairperson)

•

Compensation Committee

Qualifications: Ms. Hallquist brings to the Board leadership skills, and significant experience in the direct marketing business model and the healthcare and nutritional supplement industry.

Constance J. Hallquist

Ms. Hallquist served as President and Chief Executive Officer of DNA Diagnostics Center from 2016-2019, one of the largest private DNA testing companies in the world, providing comprehensive DNA testing for paternity and family relationships, forensics, health & wellness, genetic traits of animals, and ancestry.

From 2012 to 2016, Ms. Hallquist was President and Chief Executive Officer of Healthy Directions LLC, previously a Helen of Troy company (NASDAQ: HELE). From 2010 to 2012, she served as Executive Vice President, Merchandising for Healthy Directions. From 2009 to 2010, she served as President of New Business Ventures, for Orchard Brands Corporation, a $1 billion catalog holding company, which in 2007 acquired Gold Violin LLC, a multi-channel retailer providing helpful products for independent living that Ms. Hallquist founded in 2000.

Education: Ms. Hallquist received a BA in French Language & Literature from the University of Virginia and an MBA from the Darden Graduate School of Business Administration at the University of Virginia.

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Director Since: 2018

Age: 65

Board Committees:

•

Audit Committee

Qualifications: Mr. Hoer brings to the Board financial expertise and leadership skills as a former Controller, CFO, and later President. He also brings extensive international experience having worked throughout Asia including China, Singapore, Japan, Taiwan, and Hong Kong.

Michael A. Hoer

Mr. Hoer held various positions of increasing responsibility at Continental Grain Company from 1992 to 2007, where he most recently served as President — Continental Enterprises Ltd. & Managing Director — Conti Asia.

Mr. Hoer currently serves on the board of directors of Taiwan Fu Hsing Industrial Co. Ltd., Dynasty Petroleum Holdings LLC (as Chairman), First Western Advisors and Avantar, Utah USA. He also served on the board of directors of Beijing H-Hova Purification Technology Co. Ltd. from August 2012 to July 2016.

Education: Mr. Hoer received a BA in Chinese and an MBA from Brigham Young University.

[MISSING IMAGE: ph_scott-schlackman.jpg]

Director Since: 2015

Age: 63

Board Committees:

•

Compensation Committee
(Chairperson)

Qualifications: Mr. Schlackman brings to the Board extensive executive leadership experience and expertise in the direct selling business.

Scott Schlackman

Mr. Schlackman is President of Scott Schlackman Global Consulting, LLC. Mr. Schlackman has also served as Vice Chairman of Image Skincare since January 2018.

From 2011 to 2013 he was President of Avon UK and Vice President of Liz Earle Products, which Avon acquired in March 2010, for the United Kingdom and Ireland. He was Regional Vice President for Global Sales Development WEMEA and Asia Pacific Regions for Avon in 2010. In his 30 years with Avon, Mr. Schlackman served in a variety of senior executive roles with Avon Products, Inc. in nine countries, a global manufacturer and marketer of beauty and related products.

Education: Mr. Schlackman received a BS from the Wharton School of the University of Pennsylvania.

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Director Since: 2019

Age: 56

Board Committees:

•

Compensation Committee

•

Nominating/Corporate Governance Committee

Qualifications: Ms. Thomas brings to the Board considerable executive leadership experience along with a strong background in consumer products.

Andrea B. Thomas

Ms. Thomas is a marketing professor at the David Eccles School of Business at the University of Utah. She joined the university in 2016 after a 23-year career in brand management, retail marketing, innovation, and sustainability. She is a consultant bringing a unique approach of academia and experience working at a tremendous scale for Walmart, Inc., The Hershey Company, and PepsiCo, Inc.

Ms. Thomas served as a Senior Vice President at Walmart Stores from October 2007 until February 2016, leading teams in private brands, sourcing, sustainability and marketing. Prior to joining Walmart, she was Vice President of Global Chocolate for the Hershey Company where she was responsible for innovation for the company’s portfolio of global brands. Previously, Ms. Thomas spent 13 years at PepsiCo from May 1993 until February 2006, where she worked in brand management, innovation, and retail marketing at Frito-Lay and Pizza Hut, coordinating the NFL and Disney relationships.

Since September 2012, Ms. Thomas has served as a director of Children’s Miracle Network Hospitals and as a director of WesTech Engineering since October 2018. From September 2010 until October 2013, Ms. Thomas also served as a director of the Sustainability Consortium.

Education: Ms. Thomas received a BA in mass communications from the University of Utah and an MBA in business administration from Brigham Young University. She received an honorary doctorate of humanities from the University of Utah in May 2013.

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Director Since: 2018

Age: 57

Board Committees:

•

Nominating/Corporate Governance Committee

Qualifications: Mr. Xian brings to the Board strategic management, business development, public relations and marketing skills. As a Chinese foreign-national, he also brings an understanding of the complexity of the Chinese government as he has worked throughout Asia, including Singapore.

Ming Xian

Mr. Xian is the Senior Internal Trainer of Sinochem Corporation and served as Chairman of Sinochem International (Overseas) Pte, Ltd. in Singapore from August 2008 to August 2010. Mr. Xian also served as Chief Strategy Officer of DSM Sinochem Pharmaceuticals from September 2011 to January 2017. He also served as Chairman of GMG Global from August 2008 to August 2010 and its Chief Executive Officer from August 2010 to August 2011.

Education: Mr. Xian received a BS from Dalian Jiaotong University in China, a BEc from the University of International Business and Economy in China and a MEc from the Norwegian Management School in Norway.

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INFORMATION CONCERNING OUR BOARD OF DIRECTORS

Director Independence

We are required to have a majority of independent directors serving on our Board and may only have independent directors serving on each of our Audit, Compensation, and Nominating/Corporate Governance Committees pursuant to the listing rules of the New York Stock Exchange (the “NYSE”) and, with respect to our Audit Committee and Compensation Committee, the rules and regulations existing under the Exchange Act.

Our Board undertook an annual review of our directors’ independence. The purpose of this review was to determine whether any relationships or transactions involving our directors (including their family members and affiliates) were 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 considered 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.

In making its determination, the Board considered 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 conflict of interest, or might bear on the materiality of a director’s relationship to Medifast or any of its subsidiaries. The Board considered 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.

Based on its review, our Board determined that each of our 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, and Hoer, the current members of the Audit Committee, qualify as “independent” under the independence standards for audit committee members adopted by the SEC and that each of Mr. Schlackman, Ms. Hallquist, and Ms. Thomas, the current members of the Compensation Committee, qualify as “independent” under the independence standards for compensation committee members adopted by the SEC.

Board Leadership Structure

The Board believes that there is no one best leadership structure model that is most effective in all circumstances. The Board adheres to a flexible approach to the question of whether to separate the positions of Chairman and Chief Executive Officer (“CEO”) and the necessity of a lead independent director, and will consider a variety of factors in making a decision, including, but not limited to, the current performance of the Company and the experience, knowledge and temperament of the chief executive officer. The Board remains flexible and committed to a strong corporate governance structure and board 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 in deciding whether the offices of Chairman and Chief Executive Officer are combined or separate and, if separate, whether the Chairman should be an independent director or an employee and whether the Company and its stockholders would benefit from a Lead Independent Director.

The roles of Chairman and Chief Executive Officer were separated in 2016 when Mr. MacDonald stepped down as Chief Executive Officer while remaining as Executive Chairman of the Board. The Board determined that it was in our best interests and our stockholders’ best interests to combine the roles of Chairman and Chief Executive Officer on December 10, 2020, following Mr. MacDonald’s resignation from the Board of Directors on December 7, 2020. Mr. Chard was appointed Chairman of the Board, in addition to his role of Chief Executive Officer, in light of Mr. Chard’s leadership, vision, and knowledge of the Company and its stockholders.

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The Board believes that combination of the positions of Chairman and Chief Executive Officer serves the needs of the Company and its stockholders. As Chairman and CEO, Mr. Chard will serve 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.

Lead Independent Director

As noted above, the Board appointed Jeffrey J. Brown, as Lead Independent Director, effective June 17, 2015. The Lead Independent Director is responsible for facilitating and coordinating the activities of the independent directors. For the purpose of balancing the interests of the stockholders and management when the 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 Lead Independent Director also represents the best practices regarding corporate governance, provides independent leadership to the Board, and performs such other duties and responsibilities as the Board may determine.

The principal responsibilities of the Lead Independent Director are as follows:

•

Act as the principal liaison between the independent directors of the Board and the Chairman & CEO;

•

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;

•

Review and approve the agenda for Board meetings;

•

Participate in the Compensation Committee’s evaluation of the Chairman & CEO’s performance;

•

Respond to difficult and underperforming directors to improve the functionality of the Board;

•

Assist the Board in succession planning;

•

Preside at all meetings at which the Chairman & CEO 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 such further responsibilities that the independent directors may designate to the Lead Independent Director from time to time.

Director Education

Our Board believes in continuous improvement of board effectiveness and functioning as well as individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting and risk management issues, ethics and compliance programs, principal officers, internal auditors and the Company’s independent registered public accounting firm. In addition, directors are encouraged to participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments and best practices.

Director Orientation

All new directors on the Board receive an orientation to the Company and training that is individually tailored, taking into account the director’s experience, background, education and committee assignments. The director orientation program is led by members of senior management and covers a review of our business, strategic plans, financial statements and policies, risk management framework and significant risks, regulatory

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matters, our independent registered public accounting firm, corporate governance and key policies and practices, as well as the roles and responsibilities of our directors.

THE COMMITTEES OF THE BOARD

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, and the Executive Committee. The Board has determined that each of the members of the Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee meets the standards of “independence” established by the NYSE as currently in effect. Additionally, the Board has determined that each of the members of the Audit Committee and Compensation Committee satisfy the independence standards prescribed for audit committee and compensation committee members by the rules and regulations of the Exchange Act.

The Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, and the Executive Committee each operate under a charter adopted and approved by the Board. A copy of the charter for each committee can be obtained from the Company’s website (https://ir.medifastinc.com/governance-documents), or by sending a request to the office of General Counsel, Medifast, Inc., 100 International Drive, 18th Floor, Baltimore, Maryland 21202.

The following table identifies the current members for each committee.

Name

Audit

Compensation

Nominating/
Corporate
Governance

Executive

Jeffrey J. Brown

Chair

—

Kevin G. Byrnes

—

Daniel R. Chard

—

Chair

Constance J. Hallquist

—

Chair

—

Michael A. Hoer

—

Scott Schlackman

—

Chair

—

Andrea B. Thomas

—

SEC Form DEF 14A filed by MEDIFAST INC