Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-29

Medifast (MED)

CEO Daniel Chard was paid $5,584,551 in fiscal year 2025, ↓ down 0.5% from fiscal year 2024, the 40th percentile of its disclosed peer group (SEC filing 0001628280-26-023890 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$5,584,551 ↓
Daniel Chard total, FY2025
40th
CEO pay percentile vs peers
57:1
CEO-to-median pay ratio
86.25%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Daniel Chard (Chairman & Chief Executive Officer), FY2025 total compensation $5,584,551 (base salary $1,000,000) [exec_comp, SEC accession 0001628280-26-023890, filed 2026-04-06]

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MED's next annual pay disclosure, estimated March 14, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Daniel Chard$1,000,000—$4,567,664$0$0$0$16,886$5,584,551
Chairman & Chief Executive Officer
Anthony Tyree415,873—162,1940145,5560761,0971,484,720
Former Chief Business Operations Officer
James Maloney527,085—700,4270184,480016,4031,428,396
Chief Financial Officer
Nicholas Johnson440,352—585,1630154,123015,9801,195,619
Chief Field Operations Officer
Jason Groves427,781—568,4650149,723014,4831,160,452
Chief Legal Officer & Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Daniel Chard$5,584,551$5,609,855$7,039,062↓ −25,304
Anthony Tyree1,484,7201,065,6221,608,190↑ +419,098
James Maloney1,428,3961,347,4852,009,824↑ +80,911
Nicholas Johnson1,195,6191,128,3231,703,445↑ +67,296
Jason Groves1,160,4521,094,7931,632,144↑ +65,659

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against MED
9 companies name MED as a compensation peer

Each company listed discloses MED in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MED in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Anthony TyreeExecutive$1,484,720
Daniel ChardCEO$5,584,551
James MaloneyCFO$1,428,396
Jason GrovesGeneral Counsel$1,160,452
Nicholas JohnsonChief Field Operations Officer$1,195,619
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
James MaloneyPSU2025-03-256,04024,161—44,294$365,556
Anthony TyreePSU2025-03-25————66,053
Daniel ChardPSU2025-03-25————1,731,849
Jason GrovesPSU2025-03-25————271,781
Jason GrovesPSU2025-03-254,90219,609—35,949296,684
Daniel ChardPSU2025-03-2546,858187,430—343,6152,835,816
Nicholas JohnsonPSU2025-03-255,04620,185—37,005305,399
James MaloneyPSU2025-03-25————334,871
Anthony TyreePSU2025-03-251,5896,354—11,64996,141
Nicholas JohnsonPSU2025-03-25————279,764
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
James Maloney$0$700,427$0100.0%
Anthony Tyree0162,1940100.0%
Daniel Chard04,567,6650100.0%
Jason Groves0568,4650100.0%
Nicholas Johnson0585,1630100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Daniel ChardPSU187,430—$2,001,752
Daniel ChardRSU124,953—1,334,498
Daniel ChardPSU67,631—722,299
Daniel ChardRSU30,058—321,019
James MaloneyPSU24,161—258,039
James MaloneyRSU24,161—258,039
Nicholas JohnsonPSU20,185—215,576
Nicholas JohnsonRSU20,185—215,576
Jason GrovesPSU19,609—209,424
Jason GrovesRSU19,609—209,424
James MaloneyPSU8,718—93,108
Nicholas JohnsonPSU7,284—77,793
Jason GrovesPSU7,076—75,572
James MaloneyRSU5,812—62,072
Daniel ChardRSU5,603—59,840
Nicholas JohnsonRSU4,856—51,862
Jason GrovesRSU4,718—50,388
James MaloneyRSU1,525—16,287
Nicholas JohnsonRSU1,308—13,969
Jason GrovesRSU1,238—13,222
05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-193,996,046637,17315,87486.25%Passed
20252025-06-183,585,4692,477,849128,49259.13%Passed
20242024-06-196,875,928248,08820,61196.52%Passed
20232023-06-147,495,497372,67387,20195.26%Passed
20222022-06-158,615,230304,225153,69696.59%Passed
20212021-06-028,651,595244,60020,00197.25%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1986.25%a
20252025-06-1859.13%b
20242024-06-1996.52%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)57 : 1
CEO total compensation—
Median employee compensation$97,437
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Jeffrey J. BrownIndependent · Audit (Chair) · Executive · Not standing for re-election$10,000$270,495$0$0$0$280,495
Scott SchlackmanIndependent · Audit · Compensation (Chair)110,000146,524000256,524
Andrea B. ThomasIndependent · Compensation · Nominating/Corporate Governance (Chair)97,500146,524000244,024
Michael A. HoerIndependent · Audit · Compensation · Not standing for re-election82,500146,524000229,024
Ming XianIndependent · Nominating/Corporate Governance0225,415000225,415
Elizabeth A. GearyIndependent · Nominating/Corporate Governance70,000146,524000216,524
Daniel R. ChardEmployee director · Board Chair · Executive (Chair)—————0
09

Board fee structure and ownership guideline

Annual cash retainer—
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guidelineNon-Employee Directors: 5x amount of annual cash retainer
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$370,000
Equity awards (grant-date value)$1,082,006
All other compensation$0
Total cost of the board$1,452,006

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Medifast names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Medifast.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Edgewell Personal Care Company2025Rod Little$1,100,000$7,576,100—$907,500$9,754,366
2Herbalife Ltd.2025Stephan Gratziani930,3852,799,9961,399,9981,411,6507,384,841
3Olaplex Holdings, Inc.2025Amanda Baldwin1,000,0005,000,0000515,0006,541,537
4Medifast2025Daniel Chard1,000,0004,567,664005,584,551
5B&G Foods, Inc.2025Kenneth Keller1,224,2582,625,8640710,4374,589,619
6FLOWERS.COM, Inc.2025Adolfo Villagomez107,6921,500,0021,500,00303,107,697

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Medifastnot disclosednot disclosednot disclosednot disclosed
B&G Foods, Inc.not disclosednot disclosednot disclosedMeridian Compensation Partners
Edgewell Personal Care Company66%not disclosedNoMeridian
FLOWERS.COM, Inc.not disclosedRSU 50 · PSU 50not disclosedPearl Meyer
Herbalife Ltd.not disclosedPSU 50 · SAR 25 · RCU 25not disclosedMeridian Compensation Partners, LLC
Olaplex Holdings, Inc.103%RSU 100not disclosedAon

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at Medifast in fiscal 2025?
As disclosed, Daniel Chard (Chairman & Chief Executive Officer) was the highest-paid executive at Medifast in fiscal 2025, with total compensation of $5,584,551.
How does Medifast's chief executive pay compare to its disclosed peer group?
As disclosed, Daniel Chard's total compensation ranked at the 40th percentile of Medifast's disclosed peer group.
What is Medifast's CEO-to-median employee pay ratio?
As disclosed, Medifast's CEO-to-median employee pay ratio was 57:1.
How did shareholders vote on Medifast's executive compensation?
As disclosed, 86.25% of shareholders supported Medifast's executive compensation in the latest say-on-pay vote.
How much does Medifast spend in total on board compensation for fiscal 2025?
As disclosed, Medifast reported total board compensation of $1,452,006 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Daniel ChardDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation”. As printed: 5,584,551. View filing ↗
2Section 01, Anthony TyreeDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation”. As printed: 1,484,720. View filing ↗
3Section 01, James MaloneyDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation”. As printed: 1,428,396. View filing ↗
4Section 01, Nicholas JohnsonDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation”. As printed: 1,195,619. View filing ↗
5Section 01, Jason GrovesDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation”. As printed: 1,160,452. View filing ↗
6Section 03, James Maloney PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
7Section 03, Anthony Tyree PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
8Section 03, Daniel Chard PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
9Section 03, Jason Groves PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
10Section 03, Jason Groves PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
11Section 03, Daniel Chard PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
12Section 03, Nicholas Johnson PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
13Section 03, James Maloney PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
14Section 03, Anthony Tyree PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
15Section 03, Nicholas Johnson PSUDEF 14A2026-04-060001628280-26-023890Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
16Section 07, pay ratioDEF 14A2026-04-060001628280-26-023890Section “CEO Pay Ratio”. As printed: 57 : 1. View filing ↗
17Section 08, Jeffrey J. BrownDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 280,495. View filing ↗
18Section 08, Scott SchlackmanDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 256,524. View filing ↗
19Section 08, Andrea B. ThomasDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 244,024. View filing ↗
20Section 08, Michael A. HoerDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 229,024. View filing ↗
21Section 08, Ming XianDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 225,415. View filing ↗
22Section 08, Elizabeth A. GearyDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 216,524. View filing ↗
23Section 08, Daniel R. ChardDEF 14A2026-04-060001628280-26-023890Section “Director Compensation”. As printed: 0. View filing ↗
24Section 06, 2026 voteForm 8-K2026-05-260001628280-26-038109Item 5.07 · say-on-pay result. As reported: 86.25% (votes for as printed: 3,996,046). View filing ↗
25Section 06, 2025 voteForm 8-K2025-06-200001628280-25-032457Item 5.07 · say-on-pay result. As reported: 59.13% (votes for as printed: 3,585,469). View filing ↗
26Section 06, 2024 voteForm 8-K2024-06-210001628280-24-029369Item 5.07 · say-on-pay result. As reported: 96.52% (votes for as printed: 6,875,928). View filing ↗
27Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
28Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
29Section 09b board cost (computed)Computed——Cash 370,000 + equity 1,082,006 + all other 0 = 1,452,006, summed across the director compensation table rows.
30Edgewell Personal Care Company, Section 10b CEO totalDEF 14A2025-12-220001104659-25-123567CEO total compensation as printed in Edgewell Personal Care Company's own proxy. As printed: 9,754,366. View filing ↗
31Herbalife Ltd., Section 10b CEO totalDEF 14A2026-03-170001213900-26-029131CEO total compensation as printed in Herbalife Ltd.'s own proxy. As printed: 7,384,841. View filing ↗
32Olaplex Holdings, Inc., Section 10b CEO totalDEF 14A2026-05-290001868726-26-000044CEO total compensation as printed in Olaplex Holdings, Inc.'s own proxy. As printed: 6,541,537. View filing ↗
33Medifast (subject), Section 10b CEO totalDEF 14A2026-04-060001628280-26-023890CEO total compensation as printed in Medifast's own proxy. As printed: 5,584,551. View filing ↗
34B&G Foods, Inc., Section 10b CEO totalDEF 14A2026-04-030001104659-26-039621CEO total compensation as printed in B&G Foods, Inc.'s own proxy. As printed: 4,589,619. View filing ↗
35FLOWERS.COM, Inc., Section 10b CEO totalDEF 14A2025-10-230001084869-25-000025CEO total compensation as printed in FLOWERS.COM, Inc.'s own proxy. As printed: 3,107,697. View filing ↗
36Section 10a, Edgewell Personal Care Company reciprocityDEF 14A—0001104659-25-123567Edgewell Personal Care Company's most recent proxy was read; its disclosed peer group does not include Medifast. View filing ↗
37Section 10a, B&G Foods, Inc. reciprocityDEF 14A—0001104659-26-039621B&G Foods, Inc.'s most recent proxy was read; its disclosed peer group does not include Medifast. View filing ↗
38Section 10a, Herbalife Ltd. reciprocityDEF 14A—0001213900-26-029131Herbalife Ltd. names Medifast in its own disclosed peer group (read from its most recent proxy). View filing ↗