false000084914600008491462026-04-132026-04-13
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
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Date of Report (Date of earliest event reported): April 13, 2026 |
Lifevantage Corp
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35647 |
90-0224471 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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3300 N. Triumph Blvd, Suite 700 |
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Lehi, Utah |
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84043 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (801) 432-9000 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, par value $0.0001 |
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LFVN |
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The Nasdaq Stock Market LLC |
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
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 |
EX-10.1
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lfvn-ex10_1.htm
EX-10.1
EX-10.1
Exhibit 10.1
INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT
This Independent Contractor Consultant Agreement (“Agreement”) is entered into as of this the 1st day of May 2026 (the “Effective Date”), by and between Michael Beindorff (hereinafter referred to as “Consultant”), and LifeVantage Corporation, a Delaware corporation based in Lehi, Utah of the USA (“LifeVantage”).
1.1
Performance of Services. Consultant shall, to the best of his ability, render the services set forth in Exhibit A attached to this Agreement (the “Services”), in a timely and professional manner consistent with industry standards, by the expected dates and/or completion dates set forth in Exhibit A and in accordance with this Agreement. Subject to the foregoing, the manner and means by which Consultant chooses to complete the Services are in Consultant’s sole discretion and control. LifeVantage shall make its facilities and equipment available to Consultant as reasonably possible and/or necessary in connection with the Services. Consultant may not subcontract or otherwise delegate his obligations under this Agreement without LifeVantage’s prior written or oral consent. For any work performed on LifeVantage’s premises, Consultant shall comply with all security, confidentiality, safety and health policies of LifeVantage. Consultant shall take all necessary precautions to prevent, and shall be responsible for, any injury to any persons (including, without limitation, employees of LifeVantage) or damage to property (including, without limitation, LifeVantage’s property) arising from or relating to Consultant’s performance of the Services or the use by Consultant of any LifeVantage equipment, tools, facility or other property, whether or not such claim is based upon its condition or on the alleged negligence of LifeVantage in permitting its use.
1.2
No Conflict of Interest. Consultant agrees during the term of any Services not to accept work or enter into any agreement or accept any obligation that is inconsistent or incompatible with Consultant’s obligations under this Agreement or the scope of Services rendered for LifeVantage. Consultant represents and warrants that, to the best of his knowledge, there is no other existing agreement or duty on Consultant’s part inconsistent with this Agreement, except to the extent any such agreement or duty is identified in writing.
As full compensation for any Services performed by Consultant pursuant to this Agreement, LifeVantage shall pay Consultant a fee for such Services rendered as set forth in Exhibit A. Consultant will be reimbursed for reasonable and necessary expenditures made or incurred by Consultant in the course of the performance of Consultant’s Services under this Agreement, including economy airfare for Consultant’s commute between Colorado and Utah, an extended stay accommodation (such as the Town Suites near the corporate office) during the term of this Agreement, and a car rental when Consultant is in Utah to complete the Services during the term of this Agreement. LifeVantage will reimburse Consultant for such expenses regarding which Consultant presents an itemized written account within thirty (30) days after they have been incurred. Upon termination of this Agreement (other than for Consultant’s material breach), Consultant shall be paid fees on a proportional basis for Services performed, up to and including the effective date of such termination.
3.
Independent Contractor Relationship
Other than Consultant serving as a director on the LifeVantage Board of Directors, Consultant’s relationship with LifeVantage shall be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties. Consultant shall not be entitled to any of the benefits LifeVantage may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant’s performance of the Services and receipt of fees under this Agreement. LifeVantage may regularly report amounts paid to Consultant with any applicable tax authorities as required by law. Because Consultant is an independent contractor, LifeVantage shall not withhold or make payments for social insurance nor make any such similar payments that an employer may make for employees such as unemployment insurance or disability insurance contributions or obtain worker’s compensation insurance on Consultant’s (or its employees’ or agents’) behalf. Consultant shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable local, state and federal laws, rules and regulations, including, without limitation, obligations such as payment of all taxes, social insurance, disability and other contributions based on fees paid to Consultant under this Agreement. Consultant hereby agrees to indemnify, hold harmless and defend LifeVantage against any and all such liability, taxes or contributions, including, without limitation, penalties and interest.
4.
Proprietary Information
4.1
Proprietary Information. Consultant understands that his work for LifeVantage may involve access to confidential, proprietary or trade secret information or materials of LifeVantage (or its affiliates, licensors, suppliers, vendors, clients, distributors, consultants, customers or any other third party to whom LifeVantage owes a duty of confidentiality), in whatever form, tangible or intangible, whether disclosed or provided to Consultant before or after the execution of this Agreement (collectively, “Proprietary Information”).
Proprietary Information further includes, without limitation, any trade secrets and know-how, and any:
(a)
information, ideas or materials of a technical or creative nature, such as inventions, improvements, discoveries, developments, techniques, processes, research and development plans and results, reports, drawings, designs, specifications, works of authorship, data, formulas, files, HTML, computer source and object code, patent applications, and other materials and concepts relating to LifeVantage’s business, services, processes or technology;
(b)
information, ideas or materials of a business nature, such as development plans, marketing and sales plans and forecasts, budgets and unpublished financial statements, and other information regarding finances, profits, costs, marketing, purchasing, sales, operations, policies, procedures, personnel, salaries, customers, suppliers and contract terms;
(c)
all personal property, including, without limitation, books, manuals, records, files, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by Consultant or prepared for LifeVantage in the course of Consultant’s rendering of Services to LifeVantage, including, without limitation, records and any other materials pertaining to Work Product (as defined below); and
(d)
any other trade secrets, information, ideas or materials of or relating in any way to the past, present, planned or foreseeable business, products, developments, technology or activities of LifeVantage (or its affiliates, employees, licensors, suppliers, vendors, clients, distributors, customers or any other third parties to whom LifeVantage owes a duty of confidentiality).
4.2
Restrictions on Use and Disclosure. Consultant agrees that, during the term of this Agreement and thereafter, he shall (a) hold Proprietary Information in trust and confidence; (b) use Proprietary Information only for the benefit of LifeVantage (and not for the benefit of Consultant or any third party), (c) not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement; (d) reproduce such Proprietary Information only to the extent reasonably required to fulfill Consultant’s obligations hereunder; and (e) not disclose, deliver, provide, disseminate or otherwise make available to any third party, directly or indirectly, any Proprietary Information without first obtaining LifeVantage’s express written consent on a case-by-case basis. Consultant shall take at least the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of Proprietary Information.
4.3
Exclusions. The foregoing obligations in Section 4.2 shall not apply to any Proprietary Information to the extent Consultant can prove such Proprietary Information (a) is or has become generally known or available other than by any act or omission of Consultant; (b) was rightfully known by Consultant prior to the time of first disclosure to Consultant; (c) is independently developed by Consultant without the use of Proprietary Information; or (d) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to LifeVantage. In addition, Consultant may use or disclose Proprietary Information to the extent (i) approved in advance in writing by LifeVantage or (ii) Consultant is legally compelled to disclose such Proprietary Information, provided that Consultant shall use reasonable efforts to give advance notice of such compelled disclosure to LifeVantage, and shall cooperate with LifeVantage in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Proprietary Information.
5.1
Work Product. As used in this Agreement, the term “Work Product” shall include, without limitation, all discoveries, ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software (source and object code), HTML, writings, drawings, designs, processes, techniques, formulas, data, specifications, technology, patent applications (and contributions thereto), and other creations (and any related improvements or modifications to the foregoing or to any Proprietary Information), whether or not patentable, relating to any activities of LifeVantage that are conceived, created or otherwise developed by or for Consultant (alone or with others), or result from or are suggested by any work performed by or for Consultant (alone or with others), (a) during the period of Consultant’s Consultant arrangement with LifeVantage, whether before or after the execution of this Agreement, and whether or not conceived of, created or otherwise developed during regular business hours, and (b) if based on Proprietary Information, after termination of Consultant’s arrangement with LifeVantage. Except to the extent expressly set forth in this Agreement, Work Product shall include, without limitation, all deliverables and other materials delivered to LifeVantage in connection with this Agreement.
5.2
Assignment. Consultant agrees to disclose promptly in writing to LifeVantage all Work Product. Consultant further agrees that any and all Work Product shall be the sole and exclusive property and Proprietary Information of LifeVantage.
Consultant hereby irrevocably assigns and agrees to assign to LifeVantage all right, title and interest worldwide in and to the Work Product (whether currently existing or conceived, created or otherwise developed later), including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto (the “Proprietary Rights”), effective immediately upon the inception, conception, creation or development thereof. The Proprietary Rights shall include, without limitation, all rights, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, related to the Work Product, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisionals, reissues, substitutions and reexaminations); all goodwill associated therewith; and all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations of any rights relating thereto; and to settle and retain proceeds from any such actions). Except as agreed in writing by the parties, Consultant retains no rights to use the Work Product and agrees not to challenge the validity of LifeVantage’s ownership in the Work Product.
5.3
License; Waiver of Rights. To the extent, if any, that any Work Product or Proprietary Rights are not assignable or that Consultant retains any right, title or interest in and to any Work Product or any Proprietary Rights, Consultant (a) unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against LifeVantage with respect to such rights; (b) agrees, at LifeVantage’s request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grants to LifeVantage a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive, worldwide right and license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit (and have others exercise such rights on behalf of LifeVantage) all or any portion of such Work Product, in any form or media (now known or later developed). The foregoing license includes, without limitation, the right to make any modifications to such Work Product regardless of the effect of such modifications on the integrity of such Work Product, and to identify Consultant, or not to identify Consultant, as one or more authors of or contributors to such Work Product or any portion thereof, whether or not such Work Product or any portion thereof have been modified. Consultant further irrevocably waives any “moral rights” or other rights with respect to attribution of authorship or integrity of such Work Product that Consultant may have under any applicable law under any legal theory. Consultant hereby waives and quitclaims to LifeVantage any and all claims, of any nature whatsoever, which Consultant now or may hereafter have for infringement of any Work Product or Proprietary Rights assigned and/or licensed hereunder to LifeVantage.
5.4
Assistance. Consultant agrees to cooperate with LifeVantage or its designee(s), both during and after the term of this Agreement, in applying for, obtaining, perfecting, evidencing, sustaining and enforcing LifeVantage’s Proprietary Rights in the Work Product, including, without limitation, executing such written instruments as may be prepared by LifeVantage and doing such other acts as may be necessary in the opinion of LifeVantage to obtain a patent, register a copyright, or otherwise enforce LifeVantage’s rights in such Work Product.
6.
Representations and Warranties
6.1
Consultant Representations and Warranties. Consultant represents, warrants and covenants that: (a) Consultant has the full power and authority to enter into this Agreement and to perform his obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (b) Consultant’s execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Consultant to any third party to keep any information or materials in confidence or in trust; (c) Consultant will strictly comply with the terms and requirements of the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption and/or anti-bribery law or regulation of the United States or any other country in which Consultant performs Services as directed by LifeVantage; and (d) Consultant will comply with all LifeVantage rules and regulation, policies and procedures associated with the LifeVantage business opportunity and products.
7.1
Indemnity. Consultant shall indemnify and hold harmless, and at LifeVantage’s request defend, LifeVantage and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to (a) any breach (or claim or threat thereof that, if true, would be a breach) of this Agreement by Consultant, including, without limitation, any breach or alleged breach of any representation or warranty of Consultant set forth in Section 6; or (b) any third party claim or threat thereof that the Services and/or Work Product (and the exercise of the rights granted herein with respect thereto) infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party, or are defamatory or obscene.
7.2
Notice; Cooperation; Settlement. LifeVantage shall notify Consultant promptly of any claim or liability for which indemnification is sought (“Claim”), provided, however, that the failure to give such notice shall not relieve Consultant of Consultant’s obligations hereunder except to the extent that Consultant was actually and materially prejudiced by such failure. LifeVantage may, at its option and expense, participate and appear on an equal footing with Consultant in the defense of any Claim that is conducted by Consultant as set forth herein. Consultant may not settle any Claim without the prior written approval of LifeVantage, which approval shall not be unreasonably withheld or delayed. From the date of written notice from LifeVantage to Consultant of any such Claim, LifeVantage shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations under this Section 7.
This Agreement shall commence on the Effective Date and continue until August 4, 2026, unless otherwise extended by mutual written agreement of the parties.
8.2
Termination for Convenience.
LifeVantage may terminate this Agreement at its convenience, with or without cause, upon 15 days prior written notice to Consultant. Consultant may terminate this Agreement for convenience, with or without cause, upon 15 days written notice to LifeVantage, provided that termination by Consultant pursuant to this Section 8.2 shall not be effective until completion of any specifically defined term and/or LifeVantage’s final acceptance of the Services set forth on Exhibit A, unless otherwise agreed by the parties in writing.
8.3
Termination for Cause.
If either party materially defaults in any of its obligations under this Agreement, the non-defaulting party, at its option shall have the right to terminate this Agreement by written notice unless the defaulting party remedies the default within 10 calendar days after receipt of written notice of such default. LifeVantage may also terminate this Agreement immediately for Consultant’s breach of Sections 4 or 9.
8.4
Effect of Termination.
Upon the effective date of any termination of this Agreement, Consultant shall immediately cease performing any Services under this Agreement. Unless this Agreement has been terminated by LifeVantage for material breach by Consultant, LifeVantage agrees to pay Consultant compensation due for Services actually rendered, in accordance with Section 2, and such amounts shall be in full satisfaction of any obligation or liability of LifeVantage to Consultant for payments due to Consultant under this Agreement. Sections 4, 5, 6, 8.4, 8.5, 9, 10 and 11 shall survive the expiration or termination of this Agreement. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither LifeVantage nor Consultant shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
8.5
Delivery of Materials. Upon any termination of this Agreement or at any time upon LifeVantage’s request, Consultant shall promptly return to LifeVantage any and all Proprietary Information of LifeVantage. Upon any termination, Consultant shall also promptly deliver all Work Product then in progress.
Consultant acknowledges that LifeVantage’s relationships with its employees, agents, suppliers, distributors, customers and vendors are valuable business assets. Accordingly, Consultant agrees that, during the period of this Agreement and for one (1) year thereafter Consultant shall not (for itself or for any third party) divert or attempt to divert from LifeVantage any business, employee, agent, supplier, client, distributor, consultant, customer or vendor, through solicitation or otherwise.
10.
Limitation of Liability
To the extent permitted by applicable law: (a) in no event shall LifeVantage be liable under any legal theory for any special, indirect, consequential, exemplary or incidental damages, however caused, arising out of or relating to this Agreement, even if LifeVantage has been advised of the possibility of such damages; and (b) in no event shall LifeVantage’s aggregate liability arising out of or relating to this Agreement (regardless of the form of action giving rise to such liability, whether in contract, tort or otherwise) exceed the fees payable by LifeVantage hereunder.
11.1
Governing Law; Venue.
This Agreement is to be construed in accordance with and governed by the internal laws of Utah in the USA without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of Utah to the rights and duties of the parties.
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the courts in Utah County, Utah and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.
If the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, arbitration panel or other tribunal of competent jurisdiction, then (a) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties. If, moreover, any provision contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law.
Consultant acknowledges that LifeVantage has entered into this Agreement on the basis of the particular abilities of Consultant. Accordingly, LifeVantage shall be entitled to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its rights or obligations of this Agreement, but Consultant shall not and shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of LifeVantage. Except as provided herein, any purported assignment, transfer or delegation by Consultant shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
Any notice, request, demand, or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by email with a read receipt acknowledgement, or a written confirmation by recipient; (c) when making three attempts to communicate using an electronic or digital communications channel verifiably used by recipient in previous communications even if acknowledgement is not given; (d) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (e) two (2) business days after deposit with a private industry express courier. All notices shall be sent to the address set forth on the signature page of this Agreement, or to such other address as may be designated by a party, or to the email address on file, or to such electronic or digital communication verifiably used by recipient.
If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a voluntary dismissal by the party instituting the action, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorney fees paid or incurred in good faith.
Consultant recognizes that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of LifeVantage, that LifeVantage would not have entered into this Agreement in the absence of such covenants, and that Consultant’s breach or threatened breach of such covenants shall cause LifeVantage irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, Consultant agrees that LifeVantage shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available to LifeVantage at law or in equity.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
This Agreement has been negotiated by the parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.
11.9
Captions and Section Headings.
The captions and section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed (including, without limitation, by electronic signature or by email) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.
The rights granted to LifeVantage hereunder are rights in “intellectual property” within the scope of Section 101 of the United States Bankruptcy Code (the “Code”). LifeVantage shall have the rights set forth herein with respect to the Work Product when and as developed or created. In addition, LifeVantage, as a licensee of intellectual property rights hereunder, shall have and may fully exercise all rights available to a licensee under the Code, including, without limitation, under Section 365(n) or its successors. In the event of a case under the Code involving Consultant, LifeVantage shall have the right to obtain (and Consultant or any trustee for Consultant or its assets shall, at LifeVantage’s written request, deliver to LifeVantage) a copy of all embodiments (including, without limitation, any work in progress) of any intellectual property rights granted hereunder, including, without limitation, embodiments of any Work Product or any other intellectual property necessary or desirable for LifeVantage to use or exploit any Work Product or to exercise its rights hereunder. In addition, Consultant shall take all steps reasonably requested by LifeVantage to perfect, exercise and enforce its rights hereunder, including, without limitation, filings in the U.S. Copyright Office and U.S. Patent and Trademark Office, and under the U.S. Uniform Commercial Code.
11.12
Entire Agreement; Amendment.
This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
Signatures on the Next Page
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
LifeVantage Corporation Michael Beindorff (Consultant)
By: /s/ Raymond b. Greer By:/s/ Michael Beindorff
Name: Raymond B. Greer Name: Michael Beindorff
Title: Chairman of the Board
Address: 3300 N. Triumph Blvd., Suite 700 Address: 5959 S. Ogden Ct.
Lehi, Utah 84043 Greenwood Village, CO 80121
Exhibit A
Services
Services to be Provided by Independent Contractor Consultant
•
Serve as Interim CEO LifeVantage, reporting to the Board of Directors, including providing services around all responsibilities, duties, and obligations of the LifeVantage CEO position
•
Such other consulting and advisory services as reasonably requested by LifeVantage
Compensation and Billing
Consultant will be paid for the Services a flat fee of US$45,833 per month and pro-rated accordingly through the term of the Agreement outlined in Section 8.1 in the event the Agreement expires or terminates on a date other than the end of the month. The foregoing compensation is inclusive of taxes and social security contributions due in any country wherein Consultant may reside and for which taxes and social contributions are exclusively the sole responsibility of the Consultant. Such monthly fee is the only payment to Consultant and Consultant shall be solely responsible for any vehicle, daily transportation and/or health insurance costs that Consultant may determine are needed for himself to fulfill the Services.
Term
This Agreement is for a period of 3 months beginning on May 1, 2026, and ending on August 4, 2026, unless terminated earlier or extended further by either party in writing in accordance with this Agreement.
General
Except to the extent, if any, otherwise expressly set forth in this Exhibit A, this Exhibit A and the Services provided herein are governed by the terms of the Independent Contractor Consultant Agreement, between LifeVantage and Consultant, dated May 1, 2026.
LifeVantage Corporation Michael Beindorff (Consultant)
Name: Raymond B. Greer Name: Michael Beindorff
Title: Chairman of Board
EX-10.2
3
lfvn-ex10_2.htm
EX-10.2
EX-10.2
_/s/ Raymond B Greer _/s/ Michael Beindorff___________ Exhibit 10.2TRANSITION AGREEMENT AND GENERAL RELEASE This Transition Agreement and General Release (“Agreement”) is entered into by and between Steven R. Fife (“Employee”) and LifeVantage Corporation, a Delaware corporation (the “Company” or “Employer”) (together the “Parties”) in consideration for and as condition precedent to Employer providing the transition benefits to Employee as set forth below. It is understood and agreed that Employer is not obligated to provide all of such transition benefits under the terms of the Amended Employment Agreement (as defined below) and that Employer is providing such transition benefits as a direct result of Employee’s willingness to agree to the terms hereof. Certain terms, not otherwise defined herein, shall have the meaning ascribed to them in the Amended Employment Agreement. In order for this Agreement to become effective, Employee must electronically sign this Agreement before 5:00 pm Mountain Time 21 days from receipt of this Agreement or else it will be irrevocably determined that Employee has decided to not execute this Agreement and this Agreement shall be of no force or effect. This Agreement will become effective only if it has been timely executed by the Employee and the revocation period has expired without revocation by Employee as set forth in Section 14(d) below. By signing below and timely delivering a signed Agreement to Employer, Employee acknowledges and agrees to each of the following terms and conditions: RECITALS A. Employee was an employee of the Company and most recently served as its President and Chief Executive Officer, pursuant to an amended and restated Key Executive Benefits Agreement with the Company effective August 2023 (the “Amended Employment Agreement”). B. Employee will resign from his role as President and CEO and director of the Board effective on April 30, 2026. In order to ensure a smooth transition, Employee and Employer agree Employee will continue as an Executive Advisor through September 11, 2026. Employee and Employer mutually agree to terminate Employee’s employment with Employer effective at the end of business on April 30, 2026 (the “Termination Date”) which will mean that Employee will vest in all benefits as if he has completed employment through the end of April 30, 2026. C. Notwithstanding such mutual agreement to terminate Employee’s employment with Employer and in consideration of Employee’s timely signature on this Agreement and lapse of the revocation period prescribed herein without revocation of Employee’s signature, Employer shall provide the compensation as set forth in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and conditions set forth below, and intending to be legally bound thereby, Employer and Employee covenant and agree as follows: 1. Effect of Transition. Employee and Employer acknowledge and agree that Employee is willingly altering his employment title and duties as of April 30, 2026 and that his employment will end as of the Termination Date. Employee shall be deemed to have immediately resigned from all positions as an officer and/or director with the Employer and with any of Employer’s affiliates or subsidiaries on April 30, 2026. Employee authorizes Employer to use the signature machine to facilitate and effectuate the official removal from such positions, designations, and listings as reasonably necessary, both internally and externally. Employer will not use the signature machine for any other purpose without Employee’s express consent. From and after the Termination Date, Employee agrees to not represent himself as being an employee, officer, director, agent, or representative of the Company for any purpose.
a.
Employee is entitled to only his Accrued Pay due Employee for actual work performed up to the Termination Date. In consideration for Employee entering into this Agreement, continuing as an Executive Advisor, Employee shall receive (i) payment of medical premiums, if elected, for up to eighteen months from the Termination Date, (ii) his FY26 Annual Incentive Cash Bonus, at the same rate determined to be earned for all employees by the Board of Directors pro-rated for service during FY26 and paid on the same schedule as all employees, and (iii) the Company agrees that it will not seek reimbursement for any dividends previously paid with respect to any equity awards that are unvested as of the Termination Date.
b.
Employee has been previously granted equity awards, which were granted pursuant to the Employer’s 2017 Long Term Incentive Plan, as amended (the “Plan”). As additional consideration for Employee entering into this Agreement, Employee will remain eligible to vest during the Transition Term the following equity awards, subject to Employee’s continued compliance with his obligations under the Agreement, including Employee continuing to provide Executive Advisor services during the Transition Term, as requested: (i) shares subject to his FY26 PRSU-FY26 Performance Period, FY25 PRSU-FY26 Performance Period, and FY24 PRSU-FY26 Performance Period equity awards, all pro-rated for service during FY26 at the same performance determined to be earned for all employees by the Board of Directors vesting as described in each award agreement governing such equity awards, and (ii) 15,060 shares subject to his FY26 RSU award all pro-rated for service during FY26 vesting as described in each award agreement governing such equity awards. For purposes of clarification, Employee will not be eligible to vest any other equity awards (except those listed in (i) and (ii) above) after his Termination Date, notwithstanding anything to the contrary in any award agreement governing such equity awards, and such equity awards will expire and terminate, to the extent unvested, as of the Termination Date. Employee’s options to purchase shares of Employer’s Common Stock, to the extent vested as of the Termination Date will remain exercisable following the Termination Date in accordance with the Plan and the applicable stock option agreements. Following the Termination Date and until the end of the Transition Term (as defined below), Employee covenants and agrees to manage any selling activity with respect to the Company’s common stock such that he will not sell or cause to be sold more than 20,000 shares of the Company’s common stock during any trading day. Employee will remain bound by the Corporate Governance Guidelines through his Termination Date.
c.
Executive Advisor Role Transition Term. In consideration of the transition benefits set forth in this Section 2, Employee hereby agrees to provide Executive Advisor services on an as needed basis through September 11, 2026 (the “Transition Term”) in order to assist in promoting a smooth transition of his duties to employees designated by Employer’s Chairman of the Board of Directors or acting or then-current President or Chief Executive Officer. Employee agrees and understands that he will provide these Executive Advisor services as an independent contractor. Anticipated Executive Advisor services will include, but are not limited to:
•
Smoothly transitioning to Company all consultant relationships, including Presidential Consultants and Field Advisory Board relationships;
•
Smoothly transitioning to Company investor relationships; and
•
Smoothly transitioning any and all business and responsibilities to the Company and to Employee’s replacement.
Employee agrees and understands that he will provide these Executive Advisor services during his employment and through the Transition Date. Employee may provide these Executive Advisor services from his residence, unless requested by Employer’s Chairman of the Board of Directors or acting or then- current President or Chief Executive Officer, or his or her designee, to travel within the United States, or appear in the Employer's offices or events, in the ordinary course of completing assignments, which the Employer may assign with reasonable notice and expectations consistent with Employee's experience and expertise. Employer will reimburse Employee for all reasonable expenses incurred in performing his duties under this Agreement; provided that Employee has obtained prior approval from Employer’s Chairman of the Board of Directors or acting or then-current President or Chief Executive Officer or his or her designee for such expenses.
3.
Litigation Support. In consideration of the transition benefits set forth in Section 2 above, Employee hereby agrees to participate, as requested, in any of Employer’s legal matters that were ongoing as of the Termination Date or that may arise in the future and relate to matters alleged to have occurred during the time period during which Employee served as the Company’s President and Chief Executive Officer and Board director (the “Legal Matters”). Such participation may include, without limitation, interviews with attorneys, depositions, acting as a witness and legal discovery. Employee agrees that, as requested by Employer’s Board of Directors, the Chairman of the Board of Directors or its then-current President or Chief Executive Officer, Employee will travel within the United States to perform these duties. Employer shall give reasonable notice for any such travel. Employer will reimburse Employee for all reasonable expenses incurred in performing his duties under this Section, provided that Employee has obtained prior approval from Employer’s then-current President or Chief Executive Officer or his or her designee for such expenses. Employer will also continue to support and participate in Employee’s defense in the Legal Matters, to the extent Employee is personally named in such Legal Matters.
4.
Communications. Employee hereby agrees that any communications, written or oral, regarding his service at Employer and his departure therefrom shall be wholly consistent with messaging provided by Employer. Employee agrees that he will not proactively communicate with investors, employees, consultants (formerly known as distributors), customers, contractors, or vendors regarding his departure, but will respond appropriately to any inquiries with respect thereto by responding with messaging consistent with Employer’s messaging.
5.
Release and Covenant Not to Sue. In exchange for the transition benefits set forth in Section 2 above, to the fullest extent permitted by applicable law, Employee, on behalf of himself and his respective heirs, family members, executors and assigns, hereby fully and forever unconditionally releases and discharges Employer, all of its past, present and future parent, subsidiary, affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers, attorneys and agents of any of them (hereinafter referred to collectively as "Releasees"), and Employee covenants not to sue or assert against Releasees in any forum, for any purpose, any or all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, including but not limited to any arising from or in any way related to Employee's employment or separation from Employer, based in whole or in part upon any act or omission, occurring on or before the date of this general release, without regard to Employee's present actual knowledge of the act or omission, which Employee may now have, or which he, or any person acting on Employee's behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, including but not limited to:
a.
Any and all claims relating to or arising from Employee’s employment relationship or director relationship with the Company and the termination of those relationships;
b.
Any and all claims for wrongful discharge of employment, termination in violation of public policy, breach of contract, both express and implied, breach of a covenant of good faith and fair dealing, promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, and conversion;
c.
Any and all claims for violation of any federal, state or municipal statute including but not limited to the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Older Workers Benefits Protection Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act, the Occupational Safety and Health Act, the Utah Payment of Wages Act, the Utah Antidiscrimination Act, the Utah Labor Code and any other state or federal laws, excepting only any claim for worker's compensation, unemployment compensation, COBRA rights, and any vested rights under any ERISA benefit plan; and
d.
Any and all claims arising out of any other laws and regulations, including attorneys’ fees and costs.
Employee does not waive or release any rights arising after the date of execution of this Agreement, subject to Section 2.d(iii). Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, workers’ compensation or unemployment benefits claims. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
6.
Protected Activity. Nothing in this Agreement is intended to or will be used in any way to limit your communications with any government agency, as provided for, protected under, or warranted by applicable law, including, but not limited to, filing a charge, raising concerns about illegal conduct, or participating in an investigation before any government agency, the Equal Employment Opportunity Commission, any state or local agency, or the National Labor Relations Board. Additionally, nothing in this Agreement precludes you from initiating communications directly with, responding to any inquiry from, making disclosures that are protected under the whistleblower provisions of federal law or regulation, or providing testimony before the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General, FINRA (formerly the National Association of Securities Dealers, Inc.), or any other self-regulatory organization or state or federal regulatory authority. By signing this Agreement, however, Employee agrees to waive the right to receive future monetary recovery from the Company, including any potential payments that result from any complaints or charges that Employee or any other employee files with any governmental agency or that are filed on Employee’s behalf. Nothing in this Agreement prevents or prohibits Employee from providing truthful testimony in response to any validly issued and served subpoena from a court or other governmental agency.
7.
Protection of Confidential Information. Employee hereby acknowledges that Employee remains subject to and agrees to abide by any and all existing duties and obligations respecting confidential and/or proprietary information of Employer, including any Confidentiality Agreement as referenced in Section 6 of the Amended Employment Agreement.
8.
Confidentiality of Agreement. Subject to section 7 above, Employee agrees to keep the facts and terms of this Agreement confidential, except Employee may disclose the substance of this Agreement to his spouse, legal counsel, and financial or tax advisor, upon condition that such persons be advised by Employee of employee's confidentiality obligations hereunder and advise such persons that any disclosure by them will be deemed a disclosure by Employee.
9.
Return of Company Property. Employee represents that he has returned to Employer, and has not retained, all of Employer's property, including documents, data (and any copies thereof), equipment, computer equipment, video equipment, audio equipment and cameras of any nature and in whatever medium, including all Employer data, files and images that are stored on Employee’s personal computers and equipment. Employee also represents that he has returned to Employer any building key(s), security cards, credit cards and any information he has regarding the Employer's practices, procedures, trade secrets, customer or consultant (formerly known as distributors) lists or employee lists. Employer agrees Employee can keep his company issued laptop upon termination after returning it to the Company for IT inspection and removal of all Company information. Employee understands and agrees that any outstanding expense reports that Employee intends to complete must be submitted to Employer within thirty (30) days of the Termination Date.
10.
No Cooperation. Subject to section 5 above, Employee further agrees that he will not in any manner encourage, counsel, participate in or otherwise assist any other party in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any third party against any of the Releasees, unless Employee is legally required to participate in any such matter pursuant to an enforceable subpoena or other court order to do so.
Employee also agrees both to immediately notify the Employer’s Board of Directors upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order to the Employer’s Board of Directors. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide any counsel or assistance.
11.
Mutual Non-Disparagement. Subject to Section 6 above, Employee hereby acknowledges and agrees to not make or publish any negative or disparaging comments whatsoever about Employer, its products or services, or any of its directors, officers, employees, independent consultants (formerly known as distributors), agents, vendors, or contractors, except as expressly required by applicable law. Employer agrees to direct its current executives and directors to not make any negative or disparaging comments about Employee, except as expressly required by applicable law. This obligation includes verbal or written statements made by or caused to be published by Employer’s current executives or directors or Employee in any forum or through any medium, including every social media platform and electronic medium.
12.
Non-Competition and Non-Solicitation. Employee hereby acknowledges and agrees to abide by any and all existing duties and obligations regarding non-competition and solicitation of Employer’s employees, independent consultants (formerly known as distributors), customers, agents and consultants, including those set forth in Section 11 of the Amended Employment Agreement.
13.
Obligation to Honor Covenants in the Amended Employment Agreement. Employee acknowledges and agrees that Employee remains bound by and is obligated to honor and fulfill all of Employee’s covenants and obligations in the Amended Employment Agreement, without regard to whether such covenants and obligations are rehearsed or referenced in this Agreement, including, without limitation the covenants delineated in Sections 11 and 12 of the Amended Employment Agreement.
14.
Compliance with Older Workers Benefits Protections Act.
a.
Employer hereby advises Employee in writing, and Employee acknowledges and represents that Employee is hereby advised to consult with an attorney of his own choice prior to executing this Agreement. Employee acknowledges and represents that Employee has had the opportunity to consult with an attorney before signing this Agreement, and Employee either has done so, or has voluntarily chosen not to consult with an attorney. Employee acknowledges and represents that this Agreement is written in a manner which is understandable and that this Agreement is entered into under Employee’s own free will and without duress or coercion from any person or entity.
b.
Employee acknowledges and agrees that the release of claims under the Age Discrimination in Employment Act contained in this Agreement is given by Employee in exchange for consideration provided by this Agreement which is in addition to anything of value to which Employee would otherwise be entitled without this Agreement. Employee does not waive any rights or claims that may arise after the execution date of this Agreement.
c.
Employer hereby informs Employee in writing, and Employee acknowledges and represents that Employee has been informed that Employee has twenty-one (21) days within which to consider this Agreement and that this Agreement will remain available for acceptance by Employee for this twenty-one day period, commencing on the date this Agreement is provided to Employee, as indicated in the second paragraph of this Agreement. Employee may accept this Agreement by signing the Agreement electronically through the signing system designated by the Company within the 21-day consideration period.
d.
Employer hereby informs Employee in writing, and Employee acknowledges and represents that Employee has been informed that Employee has the right to rescind this Agreement for a period of seven (7) days following the date upon which Employee executes this Agreement. Should Employee choose to exercise this right, Employee agrees that any such notice must be provided to and received by Employer in writing prior to lapse of the seven-day revocation period.
Any such revocation must be in writing and delivered by certified mail to Michelle Oborn, CPO, 3300 N. Triumph Blvd, Suite 700, Lehi UT 84043.
e.
It is understood and agreed by the Parties hereto that if Employee timely exercises Employee’s right of revocation, Employer shall have no obligations to Employee whatsoever under the Amended Employment Agreement or this Agreement and that all of the obligations, representations and warranties made by Employer in this Agreement shall be null and void.
GENERAL PROVISIONS
15.
Compliance with Code Section 409A. This Agreement is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be limited, construed and interpreted in a manner so as to comply therewith. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Agreement to Employee will be exempt from or comply with Code Section 409A, Employer makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. Employer will have no liability to Employee or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In addition, if upon the Termination Date, Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, Employer shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following the Termination Date until the earlier of (i)the first business day of the seventh (7th) month following the Termination Date or (ii) ten (10) days after Employer receives written confirmation of Employee’s death. Any such delayed payments shall be made without interest.
16.
No Admission. The Parties expressly agree and acknowledge that this Agreement cannot be construed as an admission of or evidence of wrongdoing with respect to the termination of Employee’s employment, nor is it an admission of or evidence that Employee or any employee of Employer is other than an at-will employee.
17.
Non-Assignment of Rights. Employee warrants that he has not assigned or transferred any right or claim described in the general release above.
18.
Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement. Employee warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
19.
No Reliance on Extraneous Information. Employee acknowledges that, in signing this Agreement, Employee is not relying on any information provided to Employee by Employer, nor is Employee relying upon Employer to provide any information other than as contained in this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.
20.
Modification. No provision of this Agreement shall be amended, waived or modified except by an instrument in writing signed on the Company’s behalf by its Chairman of the Board of Directors and by Employee.
Employee hereby represents that Employee has read and understands the contents of this Agreement, that no representations other than those contained herein have been made to induce Employee or to influence Employee to execute this Agreement, but that Employee executes this Agreement knowingly and voluntarily, after having been advised to seek independent legal counsel of Employee's own choosing.
22.
Severability and Modification. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall be modified to terms most consistent with the intent of the Parties as manifested in the current provision but modified to the extent permitted by law such that the provision is legal and enforceable. If the provision cannot be so modified, then the provision shall be severed from this Agreement and the remainder of the Agreement shall continue in full force and effect without said provision.
23.
Integration. This Agreement contains the entire agreement and supersedes all prior agreements between the Parties relating to the subject matter hereto. This Agreement shall not be amended or otherwise modified in any manner except in a writing executed by the Parties hereto. The Parties further acknowledge that they are not relying on any information or representations other than those recited in this Agreement.
24.
Rights of Non-Parties. All persons or entities against whom claims are released or waived by this Agreement are either party to or intended beneficiaries of this Agreement and shall have the same right and ability to enforce the release or waiver provided by this Agreement as though a party and signatory hereto.
25.
Governing Law; Arbitration. This Agreement shall be subject to the same provisions of governing law and arbitration as set forth in Section 7 of the Amended Employment Agreement. Employee hereby acknowledges and agrees to the exclusive jurisdiction of the courts located in the State of Utah for any matter related to this Agreement and agrees that in all cases, this Agreement shall be interpreted according to the laws of the State of Utah, without regards to conflict of laws provisions.
26.
Attorney's Fees. In any action to interpret or enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable attorney's fees, in addition to any other relief to which such Party may be entitled.
27.
Binding Against Heirs. This Agreement is binding upon the Parties hereto and their heirs, successors and assigns.
28.
Non-Waiver. No failure to exercise or enforce or delay in exercising or enforcing, or partial exercise or enforcement of, any right, obligation or commitment under this Agreement shall constitute a waiver thereof, nor shall it preclude any other or further exercise or enforcement of any right, obligation or commitment under this Agreement.
29.
Signature by Counterparts. This Agreement may be executed in two or more counterpart(s), each of which shall be valid and enforceable as an original signature as though all original signatures had been obtained on the signature page of this Agreement.
30.
Electronic Signatures. The Parties agree that full execution of this Agreement by standard electronic signature software and/or by exchanging PDF signatures shall have the same legal effect, validity, and enforceability as manually executed signatures, and that in any proceeding arising under or relating to this Agreement, each Party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed Agreement electronically.
31.
Incorporation of Recitals. The recitals set forth on page 1 hereof are hereby made a part of this Agreement and are incorporated by this reference.
ACCEPTED AND AGREED:
_/s/ Steven R. Fife__________________________________
Steven R. Fife
Date:
LIFEVANTAGE CORPORATION:
_/s/ Raymond B. Greer___________________________________
Raymond B. Greer, Chairman of the Board
Date:
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EX-99.1
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lfvn-ex99_1.htm
EX-99.1
EX-99.1
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
