Mannatech Inc. Appoints Robert Toth as Chairman; Fredrick Retires

What Happened

• Mannatech Inc. (MTEX) filed an 8-K reporting that J. Stanley Fredrick notified the board on August 26, 2026 that he will retire from the Board and step down as Chairman effective September 1, 2026. The board appointed Robert Toth, currently Vice Chairman and a Class III director, to serve as Chairman effective September 1, 2026. The filing states Fredrick’s retirement is for personal reasons and not due to any disagreement with the company.

Key Details

• Effective date: September 1, 2026 (Fredrick retirement and Toth appointment).
• Compensation for new Chairman Robert Toth:
  • First year: standard non-employee director pay plus an additional $50,000 cash and an equity award valued at $50,000 (equity grant deferred until shares are available).
  • Second and third years: standard director pay plus an additional $100,000 fee each year for serving as Chairman.
• Transition: The Board will continue Mr. Fredrick’s director retainer through December 31, 2026 to assist with the transition.
• Governance disclosures: No arrangements or related-party transactions requiring Item 404 disclosure were reported regarding Mr. Toth.

Why It Matters

• Board leadership change affects corporate governance and oversight—investors should note the Chairman transition and the compensation terms tied to the role. The filing confirms an orderly, voluntary transition (no disagreement cited) and provides clear, near-term costs tied to the chairmanship (cash and deferred equity). Review future filings or press releases for any additional governance or strategy commentary related to the new Chairman.