LifeVantage (LFVN) taps Terrence Moorehead as CEO with interim leadership plan
Rhea-AI Filing Summary
LifeVantage Corporation is implementing a planned CEO transition. Steven R. Fife will retire as President, Chief Executive Officer and director effective April 30, 2026, and will serve as an executive advisor through September 11, 2026 under a transition agreement that provides continued benefits and partial equity vesting.
Director Michael Beindorff will become Interim CEO from May 1 to August 4, 2026 under a consulting agreement paying $45,833 per month and will leave key board committees during this period. Effective August 5, 2026, the company will appoint industry veteran Terrence O. Moorehead as President, CEO and director with an annual base salary of $850,000, target cash bonus equal to 100% of salary, and a guaranteed $425,000 bonus for the fiscal year ending June 30, 2027.
Moorehead’s equity package includes time-based RSUs valued at $2.8 million and PSUs valued at $4.7 million, with portions prorated for his initial year and PSUs tied to revenue and Adjusted EBITDA margin targets. If terminated without cause or he resigns for good reason, he is eligible for 18 months of salary continuation, health coverage reimbursement, prorated bonus and continued equity vesting, with enhanced benefits in a qualifying change in control scenario.
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Insights
LifeVantage outlines an orderly CEO succession with robust pay and protections.
LifeVantage is managing a multi-step leadership transition from Steven Fife to Terrence Moorehead, using director Michael Beindorff as Interim CEO to bridge the gap. The process is clearly scheduled with defined dates, contracts and committee adjustments, which supports operational continuity.
Moorehead’s package combines an $850,000 base salary, a guaranteed $425,000 first-year bonus, and equity awards totaling $7.5 million across RSUs and PSUs tied to revenue and Adjusted EBITDA margin targets. This structure aligns much of his upside with performance, but the guaranteed bonus and sizable equity introduce cost commitments.
Severance and change-in-control terms provide 18 months of salary, health reimbursement, prorated bonus and continued vesting, increasing by 50% around a qualifying transaction. These protections are typical for a public-company CEO but can impact flexibility in future strategic scenarios, making board oversight of performance goals and succession execution important over upcoming fiscal periods.
8-K Event Classification
Key Figures
Key Terms
restricted stock unit awards financial
performance-based restricted stock unit awards financial
Adjusted EBITDA margin targets financial
Change in Control Policy financial
Good Reason financial
Transition Agreement and General Release financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Retirement
On February 4, 2026, LifeVantage Corporation (the “Company”) announced that Steven R. Fife notified the Board of Directors (the “Board”) of his decision to retire as President and Chief Executive Officer and from the Board. Mr. Fife’s retirement date has now been set to take effect on April 30, 2026, which will be the effective date of his resignation as President and Chief Executive Officer and from the Board pursuant to a transition agreement entered into between Mr. Fife and the Company dated as of April 15, 2026, which is described below.
Appointment of New CEO
On April 13, 2026, the Company agreed to appoint Terrence O. Moorehead as the Company’s new President and Chief Executive Officer, and as a member of the Board, effective as of August 5, 2026 (the “Effective Date”). Mr. Moorehead, age 63, brings more than 25 years of experience in the retail consumer products and direct selling industries. He previously served as President and Chief Executive Officer of Nature’s Sunshine Products, Inc. from October 2018 through October 2025. From 2015 through 2018, he served as Chief Executive Officer of Carlisle Etcetera LLC. From 2013 through 2015, he served as Chief Executive Officer of Dana Beauty, Inc. From 1991 to 2013, he served in various capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital, for North America, General Manager of Avon Italy, President of Avon Canada, and Chairman and President of Avon Japan. Mr. Moorehead currently serves on the Board of Directors of Xenia Hotels & Resorts, Inc., a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts. Mr. Moorehead received his Master's of Business Administration in Marketing and Finance from Columbia University and a Bachelor of Arts in Economics and Marketing from Boston College. There are no family relationships between Mr. Moorehead and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There is no other arrangement or understanding between Mr. Moorehead and any other person pursuant to which he was selected as a member of the Board. There are no transactions in which Mr. Moorehead has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
Interim CEO and Board Committee Changes
On April 13, 2026, the Company appointed Michael Beindorff, currently a Board director, as Interim CEO effective on May 1, 2026 immediately following Mr. Fife’s retirement. As a result of his appointment as Interim CEO, Mr. Beindorff will no longer serve on the Compensation Committee or the Nominating and Corporate Governance Committee of the Board. Mr. Ray Greer has been appointed to replace Mr. Beindorff on the Nominating and Corporate Governance Committee. On April 15, 2026, the Company entered into an independent contractor consultant agreement (the “Consulting Agreement”) with Mr. Beindorff, pursuant to which he will be paid $45,833 per month in cash in exchange for acting as Interim CEO of the Company. The consulting agreement takes effect on May 1, 2026 and terminates on August 4, 2026, unless earlier terminated or extended. During his tenure as Interim CEO, Mr. Beindorff will not be eligible for compensation under our non-employee director program.
Mr. Beindorff, age 74, has served on the Board since January 2012. He is an accomplished leader and board director with diverse experience in transformational leadership, public, private, and not-for-profit board service, general management, strategic planning, digital transformation, marketing, and branding and operations across a variety of business environments. He is currently Managing Partner of BJ Capital Partners LLC, a firm focused on syndicating investments in multi-family and other commercial real estate properties, a role he has held since 2022. He has also served on the boards of The World Poker Tour (WPTE), the California Higher Education Loan Authority, and PlanetRx.com, among other board and advisory roles. From 2008 to 2022, Mr. Beindorff served as Principal of The Far Niente Group, a private investment entity focused on investing for long term capital appreciation. From 2004 to 2008, he served as Chief Operating Officer of Exclusive Resorts, a private club for luxury travel experience. From 2002 to 2004, he served as Principal and President of the Greentree Group, a management consultancy focused on helping clients build strong brands and effective business models. From 1999 to 2002, he served first as President and COO and then as Chairman and Chief Executive Officer of PlanetRx.com, an internet pharmacy and on-line health portal. From 1995 to 1999, he served as Executive Vice President of Marketing, Operations and Product Management for VISA. Previously, he held various positions leading global advertising, marketing and brand management for Rhodes Furniture (1993 to 1995) and The Coca-Cola Company (1978 to 1993). Mr. Beindorff received his Bachelor of Science in Business Administration from the University of Alabama and his Masters of Business Administration from the Goizueta Business School at Emory University. There are no family relationships between Mr. Beindorff and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Other than as disclosed in our definitive proxy statement filed on September 19, 2025, there are no transactions in which Mr. Beindorff has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing description of the Consulting Agreement is qualified in its entirety by the full and complete terms of the Consulting Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
CEO Employment Agreement
On April 15, 2026, the Company entered into a key executive benefits agreement (the “Employment Agreement”) with Mr. Moorehead to be appointed as President and Chief Executive Officer as of the Effective Date.
Pursuant to the Employment Agreement, Mr. Moorehead’s annual base salary will be $850,000. Mr. Moorehead will also have an aggregate annual cash bonus opportunity of up to 100% of his salary, provided that, so long as Mr. Moorehead has not resigned for “Good Reason” or been terminated “For Cause,” the Company has guaranteed that his cash bonus for the fiscal year ending June 30, 2027 shall be $425,000 with eligibility for up to 200% of the target payout rate (prorated for the time of the year in which Mr. Moorehead served as CEO).
In addition, Mr. Moorehead will receive restricted stock unit awards (“RSUs”) and performance-based restricted stock unit awards (“PSUs”). The RSUs consist of (i) $2,000,000 of RSUs that vest in three equal installments starting on the one-year anniversary of their grant date and (ii) $800,000 of RSUs, prorated for the amount of service Mr. Moorehead provides during the fiscal year ending June 30, 2027. The PSUs consist of (i) $3,500,000 of PSUs that vest over a three year period based on the achievement of certain revenue and Adjusted EBITDA margin targets and (ii) $1,200,000 of PSUs that vest based on the achievement of certain revenue and Adjusted EBITDA margin targets, prorated for the amount of service Mr. Moorehead provides during the fiscal year ending June 30, 2027.
Mr. Moorehead will be entitled to benefits generally available to Company employees as well as to certain other perquisites.
Mr. Moorehead’s employment pursuant to the Employment Agreement is at-will. If Mr. Moorehead’s employment is terminated “Without Cause” or he resigns for “Good Reason”, each as defined in the Employment Agreement, he is entitled to (i) continued base salary for 18 months, (ii) reimbursement of health insurance coverage for 18 months, (iii) a prorated bonus, and (iv) continued vesting of equity awards for 18 months. In addition, Mr. Moorehead is eligible to participate in our Change in Control Policy, pursuant to which, if he is terminated “Without Cause” or he resigns for “Good Reason,” in each case, within 180 days prior to or eighteen months following a Change in Control, then Mr. Moorehead’s benefits described in this paragraph are increased by 50%.
The Employment Agreement requires Mr. Moorehead to provide 180 days of notice before voluntarily resigning.
The foregoing summary of the material terms of the Employment Agreement is qualified in its entirety by the full and complete terms of the Employment Agreement, a copy of which is expected to be filed with the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
We expect to enter our standard form of indemnification agreement with Mr. Moorehead.
Transition Agreement
On April 15, 2026, the Company entered into a Transition Agreement and General Release (“Transition Agreement”) with Mr. Fife, effective as of April 30, 2026, in connection with Mr. Fife’s retirement. Pursuant to the Transition Agreement, Mr. Fife will receive (i) payment of medical premiums, if elected, for up to 18 months, (ii) cash in the amount of the annual incentive cash bonus for the fiscal year ended June 30, 2026 at the same rate as employees of the Company, prorated for the time in which Mr. Fife provided services, (iii) certain Company products, and (iv) a promise from the Company not to seek reimbursement for any dividends previously paid with respect to equity awards that are unvested as of April 30, 2026. From April 30, 2026 through September 11, 2026 (the “Transition Term”), Mr. Fife has agreed to provide executive advisory services to the Company to promote a smooth transition. During the Transition Term, certain of Mr. Fife’s RSUs and PSUs will continue to vest. The foregoing benefits and entitlements under the Transition Agreement are subject to Mr. Fife’s execution and non-revocation of a release of claims in favor of the Company.
The foregoing description of the Transition Agreement is qualified in its entirety by the full and complete terms of the Transition Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
Independent Contractor Consultant Agreement, dated April 15, 2026, by and between the Company and Michael Beindorff |
10.2 |
Transition Agreement and General Release, dated April 15, 2026, by and between the Company and Steven R. Fife |
99.1 |
Press release issued by the Company on April 16, 2026 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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LIFEVANTAGE CORPORATION |
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Date: |
April 16, 2026 |
By: |
/s/ Carl Aure |
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Carl Aure, Chief Financial Officer |
Exhibit 99.1
LifeVantage Appointing Terrence Moorehead as Chief Executive Officer
Salt Lake City, UT, April 16, 2026, LifeVantage Corporation (Nasdaq: LFVN) (“LifeVantage” or the “Company”), a leading health and wellness company with products designed to activate optimal health processes at the cellular level, today announced the appointment of Terrence Moorehead as the Company’s new President and Chief Executive Officer and as a member of the Board of Directors (the “Board”), effective August 5, 2026. Mr. Moorehead is expected to commence employment with LifeVantage following the completion of his contractual commitments with his prior employer.
Mr. Moorehead brings more than 25 years of leadership experience revitalizing brands, accelerating customer growth, and delivering sustained financial performance in the direct selling and consumer products industries. He previously served as President and Chief Executive Officer of Nature’s Sunshine Products, Inc. from 2018 through 2025 where he led the company through a multi-year transformation that redefined the business and increased revenue 45% and EBITDA 190%. From 2015 through 2018, he served as Chief Executive Officer of Carlisle Etcetera LLC. From 2013 through 2015, he served as Chief Executive Officer of Dana Beauty, Inc. From 1991 to 2013, he served in various leadership roles at Avon Products, Inc., including VP, Strategy and Digital, for North America, General Manager of Avon Italy, President of Avon Canada, and Chairman and President of Avon Japan.
“Terrence has an outstanding track record of driving growth and scaling leading, global health and wellness brands and we are thrilled to welcome him as our next CEO,” said Raymond Greer, Chairman of the Board of LifeVantage. “Following a comprehensive search process, the Board unanimously concluded that Terrence’s proven ability to lead transformations and his extensive experience in sales, marketing, and finance make him the best choice for the Company and its stockholders, to guide LifeVantage in its next exciting chapter.”
"I'm honored to join LifeVantage at this pivotal moment," said Mr. Moorehead. "The Company’s uniquely differentiated science-backed products, passionate consultant community and dedicated employees create a powerful foundation for the future. I see tremendous potential to further leverage the strong brand position and capabilities and am excited to work alongside the Board and our entire team to sharpen our strategy, drive sustainable growth and deliver meaningful value for our stockholders."
The previously announced retirement of Steve Fife as President, CEO and as a member of the Board is set to take effect on April 30, 2026. In connection with this planned transition, the Board has appointed current director Michael Beindorff as Interim CEO, along with Executive Advisors Kristen Cunningham, Chief Sales Officer, and Carl Aure, Chief Financial Officer, to lead the Company until Mr. Moorehead assumes the role of CEO.
Mr. Greer continued, “On behalf of the entire Board, I want to thank Steve for his leadership and many contributions to LifeVantage over the past nine years. Steve’s vision and dedication were essential in transforming and modernizing our business model, strengthening our financial position, along with expanding our product portfolio and international footprint, ensuring the Company is well positioned for long-term success. We appreciate his commitment to supporting a smooth transition and wish him the very best in his retirement.
“Our interim leadership team comprises highly experienced executives committed to our mission and ensuring continuity for our employees, consultants, and customers. Michael's long history with the Company and strategic perspective as a Board member, combined with the leadership team’s breadth and
depth of experience across the entire enterprise, position them well to steward the business through this transition period."
About LifeVantage Corporation
LifeVantage Corporation (Nasdaq: LFVN), the Activation company, is a pioneer in nutrigenomics-the study of how nutrition and naturally occurring compounds can unlock your genes and the health coded within. Our products work with your unique biology and help your body make what it needs for health. The line of scientifically validated activators includes the flagship Protandim® family of products, TrueScience® Liquid Collagen, the MindBody GLP-1 System™, and the comprehensive gut activator P84, and the activation-supporting nutrients such as Omega, D3+, and the Rise AM & Reset PM System®, as well as AXIO® nootropic energy drink mixes, the full TrueScience® line of skin and hair care products, and Petandim®, a pet supplement formulated to combat oxidative stress in dogs. Our independent Consultants sell our products to Customers and share the business opportunity with entrepreneurs seeking to begin their own business. LifeVantage was founded in 2003 and is headquartered in Lehi, Utah. For more information, visit www.lifevantage.com.
Cautionary Note Regarding Forward Looking Statements
This document contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as "believe," "will," "hopes," "intends," "estimates," "expects," "projects," "plans," "anticipates," "look forward to," "goal," “may be,” and variations thereof, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Examples of forward-looking statements include, but are not limited to, the commencement of Mr. Moorehead’s employment as the Company’s CEO and his service as a director and expectations related to these announcements. Such forward-looking statements are not guarantees of performance and the Company's actual results could differ materially from those contained in such statements. These forward-looking statements are based on the Company's current expectations and beliefs concerning future events affecting the Company and involve known and unknown risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. These risks and uncertainties include, among others, further deterioration to the global economic and operating environments, as well as those discussed in greater detail in the Company's Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q under the caption "Risk Factors," and in other documents filed by the Company from time to time with the Securities and Exchange Commission (the “SEC”). The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document. All forward-looking statements are based on information currently available to the Company on the date hereof, and the Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this document, except as required by law.
Investor Relations Contacts:
Reed Anderson, ICR
(646) 277-1260
reed.anderson@icrinc.com