RANDALL A. MASON - Corporate Board Profile

NATURAL HEALTH TRENDS CORP

Filing Date	Source Excerpt
2003-04-25	Randall A. Mason. Mr. Mason has been Chief Executive Officer of Marden Rehabilitation Associates, Inc. since 1989. Marden Rehabilitation Associates, Inc. is a private, closely held regional ancillary healthcare services provider in the states of Ohio, W. Virginia, and Pennsylvania.
2005-04-27	In 2004, the Company paid as director compensation approximately $42,000 to Mr. Mason.
2006-10-20	Randall A. Mason. Mr. Mason has been a director of the Company since May 2003 and has served as Chairman of the Board of Directors since March 2006. ... Mr. Mason resigned as Chairman and a member of the Company’s Audit Committee effective November 11, 2005.
2007-04-30	Randall A. Mason has been a director of the Company since May 2003 and has served as Chairman of the Board of Directors since March 2006. Mr. Mason serves as a member of the Audit Committee and the Compensation Committee. The Board of Directors determined that Mr. Mason is not independent under Nasdaq Marketplace Rules but qualifies as an independent director under Rule 10A-3 and as a non-employee director under Rule 16b-3. In 2006, Mr. Mason received a cash retainer of $64,000 and option awards valued at $751, totaling $64,751.
2008-11-25	Mr. Mason has served as Chairman of the Board of Directors since March 2006. The Chairman of the Board of Directors organizes the work of the Board of Directors and ensures that the Board of Directors has access to sufficient information to enable the Board of Directors to carry out its functions, including monitoring the Company’s performance and the performance of management. In carrying out this role, the Chairman, among other things, presides over all meetings of the Board of Directors and stockholders, including executive sessions of the Board of Directors in which management directors and other members of management do not participate, establishes the annual agenda of the Board of Directors and agendas of each meeting in consultation with the President and oversees the distribution of information to directors.
2009-04-30	Mr. Mason has served as Chairman of the Board of Directors since March 2006. The Chairman of the Board of Directors organizes the work of the Board of Directors and ensures that the Board of Directors has access to sufficient information to enable the Board of Directors to carry out its functions, including monitoring the Company’s performance and the performance of management. In carrying out this role, the Chairman, among other things, presides over all meetings of the Board of Directors and stockholders, including executive sessions of the Board of Directors in which management directors and other members of management do not participate, establishes the annual agenda of the Board of Directors and agendas of each meeting in consultation with the President and oversees the distribution of information to directors. In 2008 each non-employee member of our Board of Directors received a cash retainer, plus the reimbursement of their respective out-of-pocket expenses incurred in connection with the performance of their duties as directors, and a discretionary restricted stock award. A cash retainer was paid in 2008 to each director monthly, with Mr. Mason receiving a monthly retainer of $5,333. On March 15, 2008, the Company awarded 15,000 shares of restricted stock to each of Messrs. Mason and Zuckut. On November 13, 2008, the Company awarded 25,000 shares of restricted stock to each of Messrs. Mason, Zuckut and Broady. The awards of restricted stock vest quarterly on a pro rata basis over a three-year period. The following table shows the 2008 compensation earned by each non-employee member of the Company’s Board of Directors: 2008 Director Compensation: Randall A. Mason Fees Earned or Paid in Cash ($) 64,000 Stock Awards ($) 15,914 Option Awards ($) 6,017 All Other Compensation ($) — Total ($) 85,931.
2015-03-20	Randall A. Mason, age 56, has been a director of the Company since May 2003 and has served as Chairman of the Board of Directors since March 2006. Director Compensation Name: Randall A. Mason Fees Earned or Paid in Cash ($): 273,000 All Other Compensation ($): 13,238 Total ($): 286,238 Committees: Audit Committee: Chair Compensation Committee: Member Nominating and Corporate Governance Committee: Chair
2016-03-04	Randall A. Mason Age 57 Chairman of the Board of Directors Committees: Audit Committee (Chair), Compensation Committee (None), Nominating and Corporate Governance Committee (Chair) Director Compensation Randall A. Mason $448,000 Fees Earned or Paid in Cash $49,329 Stock Awards $32,341 All Other Compensation Total $529,670
2017-03-14	The members of the Board of Directors on the date of this proxy statement and the committees of the Board of Directors on which they serve are identified below. Director Age Audit Committee Compensation Committee Nominating and Corporate Governance Committee Randall A. Mason 58 C — C Director Compensation The following table shows the compensation earned by each non-employee member of the Company’s Board of Directors for 2016: Director Compensation Name Fees Earned or Paid in Cash ($) Stock Awards ($) All Other Compensation ($) Total ($) Randall A. Mason 348,000 (1) — 348,000 (1) As of December 31, 2016, Messrs. Chung and Mason held 1,108 and 1,337 shares of restricted stock subject to vesting, respectively. During 2016 each non-employee member of our Board of Directors, with the exception of Mr. O’Brien who declined to stand for re-election by the Company’s stockholders at their 2016 annual meeting, earned a cash retainer of $8,333 per month, plus the reimbursement of their respective out-of-pocket expenses incurred in connection with the performance of their duties as directors. Mr. Mason earned an additional retainer of $4,000 per month as Chairman of the Board of Directors in 2016. Finally, Messrs. Mason, Broady, Chan and Chung received an additional cash payment of $200,000 in February 2017 for their services during 2016.
2018-03-28	Director Age Audit Committee Compensation Committee Nominating and Corporate Governance Committee Randall A. Mason 59 C — C Mr. Mason has served as Chairman of the Board of Directors since March 2006. The following table shows the compensation earned by each non-employee member of the Company’s Board of Directors for 2017: Director Compensation Name Fees Earned or Paid in Cash ($) Stock Awards ($) All Other Compensation ($) Total ($) Randall A. Mason 248,000 — — 248,000
2019-05-24	Director: Randall A. Mason, Age: 60. Chairman of the Board of Directors since March 2006. Committees: Audit Committee (Chair), Nominating and Corporate Governance Committee (Chair). Director Compensation: Randall A. Mason $198,000.
2020-04-02	Director: Randall A. Mason, Age: 61, Chairman of the Board of Directors. Committees: Audit Committee (Chair), Nominating and Corporate Governance Committee (Chair). Director Compensation: Fees Earned or Paid in Cash: $150,500.
2021-03-19	The members of the Board of Directors on the date of this proxy statement and the committees of the Board of Directors on which they serve are identified below. Director: Randall A. Mason Age: 62 Audit Committee: C Compensation Committee: — Nominating and Corporate Governance Committee: M During 2020, each non-employee member of our Board of Directors earned a cash retainer of $8,333 per month, plus the reimbursement of their respective out-of-pocket expenses incurred in connection with the performance of their duties as directors. Mr. Mason earned an additional retainer of $4,000 per month as Chairman of the Board of Directors in 2020. Director Compensation Name: Randall A. Mason Fees Earned or Paid in Cash ($): 148,000 Stock Awards ($): — All Other Compensation ($): — Total ($): 148,000
2022-03-28	Randall A. Mason 148,000 Fees Earned or Paid in Cash, 46,193 Stock Awards, Total 194,193; Mr. Mason, age 63, has been a director of the Company since May 2003 and has served as Chairman of the Board of Directors since March 2006.
2023-04-03	The members of the Board of Directors on the date of this proxy statement and the committees of the Board of Directors on which they serve are identified below. Director Age Audit Committee Compensation Committee Nominating and Corporate Governance Committee Randall A. Mason 64 C — M ... During 2022, each non-employee member of our Board of Directors earned a cash retainer of $8,333 per month, plus the reimbursement of their respective out-of-pocket expenses incurred in connection with the performance of their duties as directors. Mr. Mason earned an additional retainer of $4,000 per month as Chairman of the Board of Directors in 2022. On March 15, 2021, the Compensation Committee granted 10,370 phantom shares under the Company’s Phantom Equity Plan to each of Messrs. Chan and Wong as non-employee directors, and 13,333 phantom shares to Mr. Mason as non-employee director and Chairman of the Board of Directors. On May 14, 2021, the Compensation Committee granted 9,074 phantom shares under the Company’s Phantom Equity Plan to Ms. Broady as a non-employee director following her election to the Board of Directors on May 11, 2021. The phantom shares entitled each such non-employee director to receive a cash payment equal to the fair market value of an equal number of shares of the Company’s common stock upon the close of a vesting period, subject to a maximum payment value of $12.00 per phantom share. The phantom shares vested in eight equal three-month vesting increments, subject to the satisfaction of both a time-based vesting condition and a performance vesting condition. Both of these vesting conditions were satisfied for the first performance period in 2022, and the time-based vesting condition was satisfied for the final three performance periods in 2022. The award agreement under which the phantom shares were awarded to each non-employee director was amended for each of the final three performance periods in 2022 to provide that the performance criteria for the related vesting condition shall be deemed satisfied, as the Compensation Committee noted that the fact that the performance criteria were not achieved for the relevant performance periods was due to extraordinary business circumstances in China that were clearly beyond the Company’s control. Awards of aggregate fair value of $29,861 were made to each of Ms. Broady and Messrs. Chan and Wong, and $36,586 were made to Mr. Mason, under the Phantom Equity Plan for 2022. The phantom shares granted to Ms. Broady and Messrs. Chan, Wong and Mason in 2021 are now fully vested.
2024-04-01	The members of the Board of Directors on the date of this proxy statement and the committees of the Board of Directors on which they serve are identified below. Director Age Audit Committee Compensation Committee Nominating and Corporate Governance Committee Randall A. Mason 65 C — M During 2023, each non-employee member of our Board of Directors earned a cash retainer of $8,333 per month, plus the reimbursement of their respective out-of-pocket expenses incurred in connection with the performance of their duties as directors. Mr. Mason earned an additional retainer of $4,000 per month as Chairman of the Board of Directors in 2023. On February 7, 2023, the Compensation Committee granted 13,333 phantom shares to Mr. Mason as non-employee director and Chairman of the Board of Directors. Awards of aggregate fair value of $36,049 were made to Mr. Mason under the Phantom Equity Plan during 2023. Randall A. Mason received $148,000 in fees earned or paid in cash and $36,049 in stock awards, totaling $184,049 in 2023.
2025-03-24	The members of the Board of Directors on the date of this proxy statement and the committees of the Board of Directors on which they serve are identified below. Director Age Audit Committee Compensation Committee Nominating and Corporate Governance Committee Randall A. Mason 66 C — M M = Member C = Chair The following table provides information concerning the compensation of each non-employee member of the Company’s Board of Directors for the year ending December 31, 2024: Name Fees Earned or Paid in Cash Stock Awards All Other Compensation Total Randall A. Mason 148,000 29,442 — 177,442