Mannatech sets 2026 chairman handoff to Robert Toth
Rhea-AI Filing Summary
Mannatech, Inc. (MTEX) announced a planned board leadership transition. J. Stanley Fredrick notified the Board of his intent to retire as director and Chairman of the Board for personal reasons, effective September 1, 2026, with no disagreement reported with the company.
The Board appointed Robert Toth, currently Vice Chairman and a Class III director, to become Chairman effective the same date. As a non‑employee director, he will receive standard director compensation plus, in his first year as chairman, an additional $50,000 and an equity component valued at $50,000, with the equity grant deferred until additional shares are approved under an incentive plan. In his second and third years as chairman, he will receive standard director compensation plus an additional $100,000 fee each year. As part of the transition, the Board agreed to continue Mr. Fredrick’s director retainer through December 31, 2026.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Effective date of chairman transition: September 1, 2026
Additional chairman cash compensation, first year: $50,000
Equity component value, first year: $50,000
+4 more
7 metrics
Effective date of chairman transition
September 1, 2026
Date Mr. Fredrick retires and Mr. Toth becomes Chairman
Additional chairman cash compensation, first year
$50,000
Extra annual cash compensation for Mr. Toth’s first year as chairman
Equity component value, first year
$50,000
Value of equity component for Mr. Toth’s first year as chairman
Additional chairman fee, second and third years
$100,000
Extra annual fee for Mr. Toth in his second and third years as chairman
Continuation of Fredrick’s retainer
December 31, 2026
Date through which Mr. Fredrick’s director retainer will continue
Avon International annual revenues
$5.5 billion
Annual revenues of Avon International operations during Mr. Toth’s presidency from 2004 to 2005
Avon International countries of operation
over 120 countries
Scope of operations overseen by Mr. Toth as President of Avon International
Key Terms
Class II director, Class III director, Nominating/Governance and Compliance Committee, cross-border e-commerce platform, +1 more
5 terms
Class II director regulatory
"Mr. Fredrick has served the Company with distinction as a Class II director since"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
Class III director regulatory
"Mr. Toth initially joined the Company’s Board in 2008 serving through 2023 as a Class III director"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Nominating/Governance and Compliance Committee regulatory
"served on the Audit Committee, the Nominating/Governance and Compliance Committee, the Science"
cross-border e-commerce platform technical
"Mannatech operates in China under a cross-border e-commerce platform that is separate"
Incentive plan financial
"until sufficient shares become available under the Company's current incentive plan following shareholder"
FAQ
What board changes did MTEX announce on September 1, 2026?
Mannatech announced that J. Stanley Fredrick will retire as Chairman and director effective September 1, 2026, and that Robert Toth, currently Vice Chairman and Class III director, has been appointed to serve as Chairman of the Board effective the same date.
Why is J. Stanley Fredrick retiring from Mannatech’s (MTEX) Board?
The company reported that Mr. Fredrick is retiring for personal reasons and that his decision was not the result of any disagreement with Mannatech. He has served as a director since 2001 and Chairman of the Board since 2009.
How will Robert Toth be compensated as Chairman of Mannatech (MTEX)?
As a non‑employee director, Robert Toth will receive standard director pay plus, in year one, an additional $50,000 and an equity component valued at $50,000. In his second and third years as chairman, he will receive an additional $100,000 each year.
When will Robert Toth’s equity award as Mannatech (MTEX) Chairman be granted?
The equity component valued at $50,000 for Mr. Toth’s first year as chairman will be granted only after shareholders approve additional shares under the current incentive plan or a new plan, and when sufficient shares become available.
Will J. Stanley Fredrick continue to receive compensation from Mannatech (MTEX) after retiring as Chairman?
Yes. As consideration for assisting with the transition to the new chairman, the Board agreed to continue Mr. Fredrick’s director retainer through December 31, 2026, even though his board service ends September 1, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
