MED 8-K
Medifast Inc (MED)
8-K
2026-01-05
For: 2025-12-30
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410 ) 581-8042
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o | ||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2025, Medifast, Inc. (the “Company”) and Anthony Tyree, a named executive officer of the Company and Chief Business Operations Officer, agreed that Mr. Tyree will depart from his position as Chief Business Operations Officer and any and all other positions he holds as an officer or employee of the Company, effective December 31, 2025. Mr. Tyree’s departure is not due to and does not involve any disagreement with management or related to the Company’s operations, policies or practices.
In connection with Mr. Tyree’s separation from the Company, Jason Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company (“Jason Pharmaceuticals”), and Mr. Tyree entered into a separation agreement (the “Separation Agreement”). Pursuant to the Company’s Executive Severance Policy and the Separation Agreement, Mr. Tyree will be entitled to receive, among other things, (a) one year’s salary of $415,873 and his target bonus of $291,111, to be paid in a lump sum to Mr. Tyree within 30 days; (b) his 2025 bonus, paid based on actual Company performance at the time bonuses are paid to other executives of the Company; (c) prorated vesting of any restricted share units through December 31, 2025; (d) prorated vesting of any performance share units, with payout based on actual Company performance through December 31, 2025; (e) if Mr. Tyree elects for COBRA continuation coverage, continued coverage in the Company’s welfare plans at active employee rates through December 31, 2026; and (f) up to 6 months of outplacement assistance. The Separation Agreement also includes standard noncompetition, non-disclosure and confidentiality provisions and mutual non-disparagement provisions and releases.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Furthermore, effective January 5, 2026, the Company promoted Nicholas Johnson from Chief Field Operations Officer to President of Medifast. In this new role, Mr. Johnson will continue to be responsible for leading the OPTAVIA Field and technology organizations and will also be responsible for leading the Company’s enterprise marketing, scientific and clinical affairs, product development, and consumable product and plan management teams. This promotion is reflective of Mr. Johnson’s continued development in his current role and for being an integral part of the CEO succession planning process. Additionally, Mr. James Maloney, the Company’s Chief Financial Officer, will be responsible for leading the Company’s supply chain function.
On January 5, 2026, Daniel Chard, Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company announced his planned transition to non-executive Chairman of the Board, effective June 1, 2026 (the “Transition”). Mr. Chard’s Transition is not due to and does not involve any disagreement with management or the Board related to the Company’s operations, policies or practices. Mr. Johnson is expected to continue working closely with Mr. Chard and the Board during the transition period.
Mr. Chard and Jason Pharmaceuticals entered into a letter agreement containing the terms and conditions of his Transition (the “Letter Agreement”). The Letter Agreement provides for a reduction in Mr. Chard’s target annual compensation effective as of January 5, 2026, including a reduction in (i) annual salary from $1,000,000 to $800,000, (ii) target bonus from 115% to 100%, and (iii) target long-term-incentive from $4,600,000 to $2,400,000, for the remaining duration of Mr. Chard’s employment. The Letter Agreement also provides that, once Mr. Chard transitions to non-executive Chairman of the Board, and commencing June 1, 2026, he will remain entitled to continued vesting of any outstanding time-based restricted stock units, performance share units, and deferred shares, provided that Mr. Chard continues to provide service as non-executive Chairman through the applicable vesting dates and in accordance with the terms of the applicable equity plans. His 2026 annual bonus and 2026 long-term incentive grant will be prorated based on the number of days Mr. Chard will be employed in 2026 prior to his planned Transition to non-executive Chairman. In his capacity as non-executive Chairman, he will be entitled to receive an annual retainer of approximately $75,000 in addition to the standard annual retainer paid to all non-employee directors.
The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDIFAST, INC. | ||||||||
| By: | /s/ James P. Maloney | |||||||
| James P. Maloney | ||||||||
| Chief Financial Officer | ||||||||
| Dated: January 5, 2026 | ||||||||
SEPARATION AGREEMENT
This Separation Agreement (the “Agreement”) is made by and between Jason Pharmaceuticals, Inc., its affiliates, subsidiaries, predecessors, successors and assigns, and their officers, directors, trustees, employees, agents, attorneys, representatives, insurers, employee benefit plans, fiduciaries, and administrators (past, present and future) (individually and collectively referred to as the “Company” or the “Employer”), and Anthony Tyree (“Employee”).
WHEREAS, Employee has been employed with the Employer as the Chief Business Operations Officer; and
WHEREAS, the Employer has determined that Employee’s position with the Company shall be eliminated; and
WHEREAS, in connection with the elimination of Employee’s position, the parties have agreed to a severance arrangement and the resolution of any and all disputes between them.
NOW, THEREFORE, based on the mutual promises contained herein and other good and valuable consideration, Company and Employee agree as follows:
1.Employment Status. The employment relationship will end effective on December 31, 2025 (the “Termination Date”).
2.Severance Benefits. Assuming Employee signs this Agreement and does not revoke his acceptance, Employee shall receive the following payments and benefits to which he is not otherwise entitled, and which are exchanged for Employee’s agreements, covenants, waiver, and release contained in this Agreement:
(a)Severance Pay. Employee will receive severance pay representing (i) one year’s annual base salary in the amount of $415,873.00 and (ii) one year’s annual target bonus in the amount of $291,111.10 for a total severance pay amount of $706,984.10 (the “Severance Payment”). The Severance Payment will be made in a lump sum within (30) thirty days following the Effective Date of this Agreement and will be subject to all legally required withholdings and deductions.
(b)Performance Bonus. Employee is eligible for a full 2025 bonus, based on actual performance, as determined by the Compensation Committee of the Company’s Board of Directors, which will be paid when all other employees are paid in March 2026. Such bonus will be equivalent to 70% of Employee’s annual base salary multiplied by the Company performance and transformation multiplier.
(c)Equity-Based Awards. RSUs held by Employee shall vest on a pro rata basis based on the number of full months of Employee’s employment through
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December 31, 2025. PSUs held by Employee shall be eligible to vest on a pro rata basis based on the number of full months during the performance period that Employee was employed and shall be paid out at the end of the performance period based on actual performance through December 31, 2025. Grants not vested as of December 31, 2025 will be forfeited.
(d)Health Insurance Benefits. To the extent Employee was a participant in Employer’s medical, dental, and/or vision plans (collectively, “Health Insurance”), Employee’s Health Insurance coverage will terminate on the last day of the month for which the Employee was terminated. After the Effective Date and if the Employee elects and is qualified for COBRA continuation coverage, as additional consideration for the promises contained herein, Company agrees to cover its portion of the premium for Employee’s continued coverage for Health Insurance through December 31, 2026. After the Company’s contributions cease, Employee may elect to continue COBRA coverage for the remainder of the COBRA eligibility period by paying the full COBRA premium amount at their own expense. Information regarding this COBRA benefit will be sent to Employee from Benefit Express.
(e)Outplacement Services. Employee will be eligible for up to (6) months of outplacement services. Information related to these services will be provided to Employee within (2) two weeks of the Effective Date of this Agreement. Employee must initiate outplacement services by February 28, 2026. If Employee does not utilize the outplacement services, Employee will not receive the cash value of those services.
(f)Company Property. Employee shall return all Company property to the Company on the Termination Date or within two (2) weeks of the Termination Date if mailed. Employee also agrees and authorizes Company to deduct from Employee’s final pay and/or Severance Payment any amounts for obligations owed by Employee to Company for unpaid personal corporate credit card balances, personal telephone calls, costs of unreturned company property (including, without limitation, computers, and keys), and other debts and obligations to the Company. Such amounts shall be documented in writing by the Company, and such documentation shall be submitted to the Employee prior to such deduction.
3.Other Compensation and Benefits. Employee shall receive the following payments and benefits regardless of whether he executes this Agreement.
(a)Employee will not receive any amount as payment for unused vacation pay, as the Executive Leadership Team has unlimited “Paid Time Off” (“PTO”).
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(b)Participation in the 401(k) Plan and disability and life insurance benefits coverage will terminate on the Termination Date; however, Employee will be entitled to any vested rights, which are governed by the Employer’s 401(k) Plan.
(c)Employee will not be eligible for any additional bonus or, other than the Severance Payments provided for herein, any other payments of any kind as of the Termination Date.
4.Non-Competition, Non-Disclosure and Confidential Information.
(a)Employee agrees that during the period immediately following the Termination Date and for one (1) year thereafter, he shall not, either directly or indirectly, for himself, or through, on behalf of, or in conjunction with any person(s) or entity:
(i) Own, maintain, operate, be employed by in a position that is substantially similar to the position held by Employee with the Company, or have any interest (either as owner, shareholder, partner, officer, employee, consultant, independent contractor, agent, or otherwise) in any Competing Business (as defined in the following sentence). For purposes of this Agreement, “Competing Business” shall be defined as any person(s) or entity in direct competition with Employer or its affiliates and which formulates, manufactures, develops, sells or otherwise provides programs, services, or products that are the same or similar to those offered, promoted, distributed, or under development or contemplated to be developed by the Company as of the effective date of this Agreement, or its affiliates, in the retail or direct marketing space. Examples of Competing Businesses include, but are not limited to, NutriSystem, Noom, and WW (formerly known as “Weight Watchers”); however, this is not an exhaustive list. This provision shall apply to any Competing Business which is, or is intended to be, located or operated in any state or other jurisdiction where the Company has conducted business during the term of Employee’s employment with the Company; or
(ii) Divert or attempt to divert any business or customer of the Company to any Competing Business by direct or indirect inducement, solicitation, contact, or otherwise; or
(iii) Employ or seek to employ any person who is at that time employed by the Company, or otherwise directly or indirectly induce or attempt to induce such person to leave his or her employment with the Company for any reason whatsoever.
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(b) Employee further agrees that he shall not, at any time after the Termination Date and for a period of two (2) years thereafter, either directly or indirectly, for himself, or through, on behalf of, or in conjunction with any person(s), provide services, advice, information, consult, or be employed by an Activist Investor. For the purposes of this Agreement, “Activist Investor” means an entity, person, or group of persons that as of the date here owns, or hereafter purchases, 5% or more of the Company’s common stock or rights to acquire 5% or more of the Company’s common stock with the purpose of changing or influencing the Company’s decisions as reported on SEC Schedule 13D.
(c) Employee agrees that he has an ethical duty to protect and not to disclose Confidential Information, as defined below, that he has gained during his course of employment and to protect confidential relationships between the Company and its customers, clients, suppliers, and vendors. Employee will not disclose to, or use for the benefit of, any third party, including but not limited to any of Employer’s shareholders, investors, or Activist Investor(s), any Confidential Information or trade secrets of the Company and its affiliates. Additionally, Employee agrees that business information that has not been made public shall not be released to private individuals, organizations or governmental bodies unless demanded by legal process such as a subpoena or court order, that should Employee receive a demand by legal process for such information he will immediately notify the Company’s Chief Legal Officer, and that he will not use Confidential Information obtained in the course of his employment for the purpose of advancing any private interest or for personal gain. This provision does not prevent Employee from truthfully communicating with any governmental administrative agency regarding a suspected violation of law, including providing documents or other information, without notice to the Employer.
(d) Employee shall not retain any Confidential Information or copies thereof, all of which (whether in hard copy or electronic format). Employee represents that he has returned to the Company any and all Confidential Information that he has in his possession, custody, or control, on the Termination Date. This provision does not prevent Employee from communicating with third parties regarding their terms and conditions of employment for mutual aid or protection as protected by the National Labor Relations Act. Employer reserves the right to conduct a forensic search of Employee’s personal electronic devices, including but not limited to Employee’s computers, laptops, cell phones, external hard drives, and any other devices on which Employee may have stored Confidential Information. Employee agrees that he will permit a forensic search of his personal electronic devices and will agree to a protocol for the deletion of any Confidential Information found on said devices. For the purposes of this Paragraph, “Confidential Information” means information of any type, not generally known, about the Company’s business, marketing data, business plans, strategies, employee lists, financial records and accounts, processes, services, products, products in development, product plans, projections and budgets, suppliers,
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customers, decisions, or plans of Company or of any customer of Company (regardless of whether Company has executed a confidentiality agreement with such customer), which is used or useful in the conduct of Company’s business, or which confers or tends to confer a competitive advantage over one who does not possess such information.
(e) Employee agrees that the covenants contained in this Paragraph are reasonable and necessary to protect the Confidential Information and other trade secrets of the Company and its affiliates. For the purposes of this Section, an “affiliate” shall mean the Company or any joint venture or collaboration in which the Company participates.
(f) It is the intent and desire of Employee and the Company that the restrictive provisions in this Paragraph be enforced to the fullest extent permissible under the laws and public policies as applied in each jurisdiction in which enforcement is sought. If any particular provision in this Paragraph shall be determined to be invalid or unenforceable, such covenant shall be amended, without any action on the part of either Party, to delete therefrom or modify the portion so determined to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such covenant in the particular jurisdiction in which such adjudication is made. Employees acknowledge that Company will suffer irreparable injury, not readily susceptible of valuation in monetary damages if Employee breaches his obligations under this Paragraph. Accordingly, Employee agrees that Company will be entitled, in addition to any other available remedies, to obtain injunctive relief against any breach or prospective breach by Employee of his obligations under this subsection in any Federal or state court sitting in the State of Maryland.
5.Cooperation. At any time following the Termination Date, Employee agrees to cooperate fully and completely with Company, its advisors, and its legal counsel and respond to questions candidly and truthfully with respect to any internal inquiry or investigation, any federal, state, or local agency investigation, and/or any legal proceeding involving Company. Such cooperation shall include Employee making himself available at reasonable times and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative proceeding, providing advice to Company to assist Company to respond to or defend against any pending or potential claims against the Company, or providing other assistance needed by Company. Company agrees to reimburse Employee for all reasonable out-of-pocket expenses incurred in connection with rendering such services. If Employee is compelled by legal process to appear or participate in any non-criminal proceeding that involves or is brought against Company, Employee shall promptly disclose to Company the substance of Employee’s planned testimony and production.
6.Non-Disparagement. Employee agrees not to disparage the Company or any of Company’s subsidiaries, affiliates, successors, and predecessors, and their current and former directors, officers, trustees, employees, and agents. “Disparage” as used herein means any
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communication that is reckless, intentionally misleading, knowingly false, or defamatory. This clause does not bar Employee from truthfully testifying, assisting, or participating in any investigation, proceeding, or hearing conducted by any governmental administrative agency. Furthermore, this non-disparagement agreement does not bar a non-supervisory employee from engaging in communications with third parties regarding the terms and conditions of their employment for mutual aid or protection as protected by the National Labor Relations Act.
7.References. Company will only verify Employee's dates of employment and salary and job held on termination.
8.General Release and Covenant Not to Sue.
(a) In consideration for the Severance payment and other benefits set forth above, except as provided below in Paragraph 8(d) below, for Employee and Employee’s past, present, and future agents, representatives, principals, heirs, personal representatives, executors, administrators, successors, attorneys, insurers, and assigns, Employee hereby releases, waives, and forever discharges Company and Company’s subsidiaries, parent and sister corporations, entities, affiliates, successors, and predecessors, and their current and former directors, officers, trustees, employees, shareholders, agents, attorneys, representatives, insurers, benefit plans, funds, fiduciaries, administrators, and assigns in their personal, corporate, and other capacities (the “Released Parties”), from and against all liability, damages, actions, claims, complaints, lawsuits, administrative charges, grievances, compensation, agreements, judgments, and attorneys’ fees of any kind whatsoever, known and unknown, that Employee now has or may have had, or thereafter claim to have, on behalf of Employee or any other person or entity, which arose or occurred at any time, from the beginning of time up to the date that Employee signs this Agreement, arising out of, or relating in any way to, any acts or omissions done or occurring in whole or in part prior to and including the date Employee signs this Agreement, including, but not limited to, all such matters arising out of, or related in any way to, Employee’s employment or termination of employment with Company. Employee expressly acknowledges and agrees that, to the maximum extent permitted by law, this General Release includes, but is not limited to, Employee’s release of any tort, contract and other common law claims and any claims under Title VII of the Civil Rights Act of 1964 and 1991, 42 U.S.C. § 2000(e) et seq., 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 794, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Equal Pay Act, 29 U.S.C. § 206(4) et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., the Genetic Information Non-Discrimination Act, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), 38 U.S.C. § 43, the anti-discrimination provisions of the Maryland Code, or any other federal, state or municipal law or ordinance relating to discrimination in employment, or any other law or regulation, as well any claim arising out of
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Company policy or practice, known or unknown to Employee at the time of the execution of this Agreement, saving and excepting, however, any and all obligations of or claims against the Company arising by virtue of the terms and conditions of this Agreement.
(b) By signing this Agreement, Employee also expressly acknowledges and represents that Employee (i) has suffered no injuries or occupational diseases arising out of or in connection with Employee’s employment with Company; (ii) has received all wages to which Employee was entitled as an employee of Company; (iii) has received all leave to which Employee was entitled under the Family and Medical Leave Act of 1993 (“FMLA”); and (iv) is not currently aware of any facts or circumstances constituting a violation of the FMLA or the Fair Labor Standards Act (“FLSA”).
(c) Except as provided in Paragraph 8(d) below, Employee agrees not to file, join in, or prosecute any lawsuits against Company or any of the other Released Parties, concerning any matter, act, occurrence, or transaction which arose on or before the date Employee signs this Agreement. Employee expressly represents that as of the date that Employee signs this Agreement, Employee has not filed any grievances, claims, complaints, administrative charges or lawsuits against Company or any Released Party.
(d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will waive, relinquish, diminish. or in any way affect (i) any vested rights that Employee may have under Company retirement plans; (ii) Employee’s right to challenge the validity and enforceability of this Agreement’s release of claims under the Age Discrimination in Employment Act of 1967, as amended (ADEA); (iii) any rights or claims that may arise after the date of execution of this Agreement; (iv) any rights or claims that, as a matter of law, cannot be released or waived; and (v) any rights and obligations contained in this Agreement. Employee is not precluded from filing a charge or complaint with any governmental administrative agency (such as the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or the Securities Exchange Commission) or participating in a government investigation, including by providing, without advance notice to Company, documents or other information about Company that Employee has lawfully obtained, lawfully possesses, and is not otherwise prohibited by law from disclosing and that are relevant to the duties of those government agencies. However, to the maximum extent permitted by law, Employee expressly waives Employee’s right to any monetary recovery or any other individual relief in connection with any charge or other administrative charge or should any federal, state or local administrative agency or any other person pursue any claims on Employee’s behalf arising out of or related to Employee’s employment with Company and/or the termination of that employment, except that Employee may
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receive and fully retain a monetary award from a government-administered whistleblower program.
9.Non-Disclosure of Terms; Evidence.
(a) Employee agrees that the terms and conditions, as well as the fact of, this Agreement are and shall remain strictly confidential. Nothing in this Agreement prevents Employee from discussing or disclosing to others, including government agencies, information and/or facts pertaining to unlawful acts in the workplace, occurring in the workplace, at work-related events, between employees, or between the Company and an employee, such as harassment, sexual assault, sexual harassment, or discrimination, retaliation, or any other conduct that Employee has reason to believe is unlawful or an unfair employment practice.
(b) The parties understand and agree that this Agreement shall not be admissible as evidence in any court or administrative proceeding, except that Company or Employee may submit this Agreement to an appropriate judicial forum in the event of its alleged breach.
10.Defend Trade Secrets Act Notice. Employee is hereby notified of the following: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the any document containing the trade secret is filed under seal, and the individual does not disclose the trade secret, except pursuant to court order.
11.Knowing and Voluntary Waiver. Employee agrees that Employee has had an opportunity to thoroughly discuss all aspects of this Agreement with Employee’s private attorney if Employee chose to do so; that Employee understands all provisions of the Agreement; and that Employee is knowingly and voluntarily entering into this Agreement.
12.No Admission. This Agreement shall not in any way be construed as an admission by the Company or any of its officers, employees or agents of any wrongful conduct or discrimination against, or any liability whatsoever to Employee, and the Company specifically disclaims any liability to Employee.
13.Section 409A. Notwithstanding any provision to the contrary, all provisions of this Agreement shall be construed and interpreted to comply with Section 409A of the Internal Revenue Code (the “Code”) and applicable regulations thereunder. The parties agree to amend, retroactively, if necessary, any provision of this Agreement which is determined by the parties to
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be noncompliant with Section 409A of the Code and the regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each Payment under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules and the exclusion of certain short-term deferral amounts under Section 409A of the Code. To the extent that any payment of the Compensation is considered “deferred compensation” under Section 409A of the Code and the Executive is a “specified employee” as defined in Section 409A of the Code, then such Severance Payment shall not be paid prior to the six month anniversary of the Termination Date, to the extent necessary to comply with the requirements of Section 409A of the Code.
14.Integration. This Agreement contains the entire understanding of the parties, and shall not be changed except by another written, signed Agreement.
15.Governing Law. The validity and construction of this Agreement and its provisions shall be determined under the internal laws of the State of Maryland, without giving effect to its conflicts of law’s provisions. The Parties irrevocably consent and agree to the exclusive jurisdiction and venue of a court of competent jurisdiction in Maryland for purposes of any such action, lawsuit or proceeding, except that Company may also enforce the provisions of Sections 2(g), 4, and 6 against Employee in any jurisdiction in which Employee can be found. With respect to any claim that accrues in the future of sexual harassment or retaliation for reporting or asserting a right or remedy based on sexual harassment, the restrictions on venue, jurisdiction and jury trial in Sections 15 and 18 are inapplicable.
16.Acceptance of Agreement. Employee understands and agrees that Employee may be waiving significant legal rights by signing this Agreement and acknowledges that Employee is executing this Agreement voluntarily and of Employee’s own free will, and that Employee fully understands the terms of this Agreement.
17. Notice Relating to the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. Employee further acknowledges, agrees, and understands that Employee’s waiver and release of claims in this Agreement includes claims under the Age Discrimination in Employment Act (ADEA). In accordance with the Older Worker Benefits Protection Act and ADEA:
(a) Time to consider this Agreement. Employee acknowledges that Employee has been provided with a copy of this Agreement and has been given at least forty-five (45) consecutive days from Termination Date, in which to review, consider, and sign the Agreement, although they may sign it sooner if they wish. The signed Agreement must be sent to Claudia Greninger, Chief HR Officer, 100 International Drive, 18th floor, Baltimore, MD 21202, or [email protected]. Employee may not sign this Agreement prior to their Termination Date of December 31,2025. The parties agree that any changes, whether material or immaterial, that might be made to this Agreement after it is provided to Employee shall not extend or restart the forty-five (45) day consideration period.
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(b) Legal counsel. Employee is advised to consult with an attorney prior to signing this Agreement.
(c) Revocation. Employee acknowledges that they have a period of seven (7) calendar days following the signing of this Agreement to revoke this Agreement. Any such revocation of the Agreement must be made by delivering written notice to the Company’s Chief Legal Officer & Corporate Secretary, Jason Pharmaceuticals, 100 International Drive, 18th Floor, Baltimore, MD 21202, which must be received prior to the end of the revocation period. Any revocation hereunder shall not affect Employee’s termination from the Company.
(d) Effective Date. The terms of the Agreement shall become final and binding only upon expiration of the revocation period provided in subparagraph (c) above. In other words, the Effective Date of this Agreement will be the 8th calendar day after Employee signs the Agreement, provided that they have not revoked the Agreement during the revocation period.
18. Jury Trial Waiver. Unless prohibited by applicable law, as a condition of entering into this Agreement, the parties mutually waive and relinquish any right to a jury trial they may have with respect to any dispute pertaining to Employee’s employment with the Company, including its termination, this Agreement, and/or its terms.
19.Successors and Assigns. Employee may not assign Employee’s rights or Obligations hereunder without the prior written consent of Company. The rights and obligations of Company hereunder shall inure to the benefit of and shall be binding upon and may be assigned to Company’s successors and assigns.
[Signatures on next page]
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Employees acknowledge that Employee has completely read this Agreement and/or had its contents explained to Employee.
Employee has been given at least forty-five (45) days to consider this Agreement before Employee signs it.
This is a general release and waiver of claims. The Company advises Employee to consult with an attorney before Employee signs this Agreement.
Agreed and Accepted:
Jason Pharmaceuticals, Inc. Anthony Tyree
/s/ Claudia Greninger /s/ Anthony Tyree
Employer Employee
Date: December 31, 2025 Date: December 31, 2025
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Date: January 5, 2026
To: Daniel Chard
From: Jeffrey Brown
Lead Director of the Board
Subject: Change in Compensation and Transition in Position
CC: Personnel file of Dan Chard
Dear Dan,
As you know, the Compensation Committee of the Board of Directors recently updated Medifast’s 2026 executive compensation peer group to reflect the current size, performance, and outlook of the company. Following this review, and in light of your continued positioning above the market median, the Compensation Committee approved changes to your compensation in order to more closely align it with our revised peer group and your planned transition from Chairman and Chief Executive Officer to non-executive Chairman.
Effective January 5, 2026, your annual base salary will be $800,000 USD, paid bi-weekly.
In 2026, you will remain eligible to participate in the Success Sharing Incentive Plan, with a reduced target award equal to 100% of your base salary as of January 5, 2026, provided that you continue to provide service as non-executive Chairman through December 31, 2026. The actual bonus amount awarded will be determined based on Medifast’s 2026 performance and is subject to the terms of the Success Sharing Incentive Plan. The Success Sharing Incentive Plan, and your participation thereunder, are subject to change by the Company in its sole discretion. This bonus is payable in Spring 2027.
You will also continue to remain eligible to participate in Medifast’s Long-Term Incentive (LTI) Plan, which provides for annual equity grants in the form of restricted share units (RSUs) and performance share units (PSUs). Your LTI target award for 2026 will be reduced to 300% of your base salary as of January 5, 2026, and your 2026 LTI equity grant will be communicated in mid-March pursuant to Compensation Committee approval.
You acknowledge and agree that the reduction in your base salary and target bonus will not constitute Good Reason under the Medifast, Inc. Executive Severance Plan.
Furthermore, effective June 1, 2026, your transition compensation package to the role of Board Chairman, will be as follows:
•An annual cash retainer of $65,000, paid in quarterly installments
•An annual Chairman retainer of $75,000, paid in quarterly installments
•Prorated 2026 bonus based on days of employment in 2026
•Prorated 2026 LTI grant based on days of employment in 2026
•Current restricted stock unit, performance share units, and deferred share equity grants continue to vest, provided that you continue to provide service as non-executive Chairman through the applicable vesting date(s).
Following the 2026 transition year, your compensation package will consist of an annual cash retainer, Chairman retainer, committee fees (as applicable) and an annual equity grant, with values to be determined by the Board of Directors during their June 2027 meeting. Beginning with the 2027 calendar year, you will be eligible to participate in the Medifast, Inc. Directors’ Deferred Compensation Plan, provided that you make a deferral election in accordance with the terms of the plan.
Dan, we appreciate your understanding as we recalibrate your compensation to align with the current realities of the business and the market. We are grateful for your leadership and look forward to continuing our partnership with you in the new year, in your role as Board Chairman.
Please indicate acceptance of these changes by signing below.
/s/ Daniel Chard
Medifast Announces Planned Leadership Transition
Nicholas Johnson Appointed President, and Expected to Succeed Dan Chard as CEO in June 2026; Chard to Remain Chairman
BALTIMORE, January 5, 2026 -- Medifast, Inc. (NYSE: MED) today announced a planned leadership transition designed to provide continuity and stability as the company continues its evolution toward metabolic health.
Medifast Chairman & Chief Executive Officer Dan Chard has informed the Board of Directors that he plans to step down as Chief Executive Officer in June 2026. Chard will continue to serve as Chairman of the Board following the transition.
The Board has appointed Medifast’s Chief Field Operations Officer Nicholas Johnson as President of Medifast, effective immediately. Johnson will work closely with Chard and the Board during a deliberate transition period and is expected to assume the role of Chief Executive Officer following Chard’s departure.
“This decision comes at a moment when I feel confidence in the direction of Medifast, the strength of our leadership team, and the path we are on as a metabolic health company,” said Dan Chard, Chief Executive Officer of Medifast. “Over the past two years, we have repositioned the business, strengthened our scientific foundation, and reinforced the coach-led model that differentiates us. Nick has played an instrumental role in that work, leading our shift to a metabolic health company, shaping our strategy, and building the operational discipline and accountability needed to sustain change.
I have full confidence in Nick’s ability to lead this organization forward. His understanding of our business, our coaches, and the discipline required to navigate this next phase gives me great conviction that Medifast is in very capable hands.”
“I’m honored to take this new role, and grateful for the opportunity to continue working closely with Dan during this transition,” said Nicholas Johnson, President of Medifast. “Dan’s leadership has guided the company through a period of meaningful change, and I’ve learned a great deal from working alongside him. I look forward to continuing that partnership and working with the Board, the leadership team, and our coaches to build on the progress already underway. Medifast has a clear mission, a differentiated model, and a strong community, and I’m excited about the opportunity ahead.”
In addition to the change in leadership, Medifast’s Chief Business Operations Officer Tony Tyree will be leaving the company effective immediately. Medifast thanks Tyree for his leadership and contributions, and wishes him well in his future endeavors.
Nicholas Johnson joined Medifast in 2018 as Market President of OPTAVIA USA and was appointed President, Coach and Client Experience in 2020. He took the role of Chief Field Operations Officer in 2022, with responsibility for leading the OPTAVIA Field organization in creating a high-quality, unified coach and client program experience across all geographies. Prior to joining Medifast, he served as the Vice President of Sales and Marketing of Nu Skin Enterprises, where he oversaw sales and marketing for 27 countries including the Middle East, Europe and Africa. He previously held numerous leadership roles during his tenure at Nu Skin Enterprises including General Manager, Latin America and Director of Sales USA.
About Medifast
Medifast (NYSE: MED) is the health and wellness company known for its science-backed, coach-guided lifestyle system. Designed to address the challenges of metabolic dysfunction, the company's holistic approach integrates personalized plans, scientifically developed products, and a framework for sustainable habit creation — all supported by a dedicated network of independent coaches.
Driven to improve metabolic health through advanced science and comprehensive behavioral support, Medifast has introduced Metabolic Synchronization™, breakthrough science that reverses metabolic dysfunction through targeted metabolic reset. Research demonstrates that the company's comprehensive system activates strong and targeted fat burning to enhance metabolic health and body composition by reducing visceral fat, preserving lean mass, and protecting muscle integrity.
Backed by more than 40 years of clinical heritage, Medifast continues to advance its mission of Lifelong Transformation, Making Healthy Lifestyle Second Nature®. For more information, visit MedifastInc.com.
Forward Looking Statements
Please Note: This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by use of phrases or terminology such as “intend,” “plan,” “expect” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast’s objectives, strategies, plans, goals, outlook or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of the management of Medifast and are subject to certain events, risks, uncertainties and other factors. Some of these factors include, among others, Medifast's inability to maintain and grow the network of independent OPTAVIA coaches; Industry competition and new weight loss products, including weight loss medications, or services; Medifast’s health or advertising related claims by OPTAVIA clients; Medifast's inability to continue to develop new products; effectiveness of Medifast's advertising and marketing programs, including use of social media by OPTAVIA coaches; the departure of one or more key personnel; Medifast's inability to protect against
online security risks and cyberattacks; risks associated with Medifast's direct-to-consumer business model; disruptions in Medifast's supply chain; product liability claims; Medifast's planned growth into domestic markets and transformation to promote metabolic health; adverse publicity associated with Medifast's products; the impact of existing and future laws and regulations on Medifast’s business; fluctuations of Medifast's common stock market price; increases in litigation; actions of activist investors; the consequences of other geopolitical events, overall economic and market conditions and the resulting impact on consumer sentiment and spending patterns; and Medifast's ability to prevent or detect a failure of internal control over financial reporting. Although Medifast believes that the expectations, statements and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings filed with the United States Securities and Exchange Commission, including its quarterly reports on Form 10-Q and current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.
Media Contact:
Jessica Oring, [email protected]
Jessica Oring, [email protected]
Investor Contact:
Steven Zenker, [email protected]
(443) 379-5256