MEDIFAST INC 8-K

What Happened

• Medifast, Inc. (MED) filed an 8‑K reporting several leadership changes. Anthony Tyree, Chief Business Operations Officer and a named executive, left effective December 31, 2025; his separation includes a written separation agreement with Jason Pharmaceuticals (a Medifast subsidiary). Nicholas Johnson was promoted to President of Medifast effective January 5, 2026 and will take on expanded responsibilities across field operations, technology, enterprise marketing, scientific/clinical affairs, product development and consumable product/plan management. CFO James Maloney will add responsibility for the company’s supply chain.
• On January 5, 2026 CEO and Board Chair Daniel Chard announced he will transition to non‑executive Chairman effective June 1, 2026. A letter agreement sets revised compensation and continued equity vesting terms during and after the transition.

Key Details

• Anthony Tyree separation: lump‑sum payment of one year’s salary ($415,873) plus target bonus ($291,111) — ~ $706,984 paid within 30 days; 2025 bonus paid based on actual performance; prorated vesting of RSUs and PSUs through Dec 31, 2025; COBRA at active rates through Dec 31, 2026 (if elected); up to 6 months outplacement assistance. Separation includes standard non‑competition, nondisclosure and mutual non‑disparagement provisions.
• Nicholas Johnson promotion effective Jan 5, 2026; will continue leading OPTAVIA Field and tech and add enterprise marketing, scientific/clinical affairs, product development and consumable product/plan management.
• Daniel Chard transition: becomes non‑executive Chairman on June 1, 2026; compensation reductions effective Jan 5, 2026 — salary from $1,000,000 to $800,000, target bonus from 115% to 100%, and target long‑term incentive from $4,600,000 to $2,400,000 for the remainder of his employment. His 2026 bonus and LTI grant will be prorated; continued vesting of outstanding equity awards if he remains in service; non‑executive Chairman retainer ≈ $75,000 plus standard director retainer.

Why It Matters

• These filings show an organized leadership transition and succession planning: a named executive exited with a defined severance package, a senior operations leader (Nicholas Johnson) was promoted to President with broader responsibilities, and the CEO formally moves to a non‑executive Chair role mid‑2026.
• For investors, the items affect near‑term cash outflows (Tyree severance and potential prorated bonuses), ongoing equity vesting and future compensation expense (Chard’s reduced cash and equity targets). The changes are presented as orderly and not the result of disputes with management.