DEF 14A 1 brhc10022882_def14a.htm 2021 PROXY STATEMENT.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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NU SKIN ENTERPRISES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF

NU SKIN ENTERPRISES, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Nu Skin Enterprises, Inc., a Delaware corporation, will be held at 11:00 a.m., Mountain Daylight Time, on June 2, 2021. At the Annual Meeting, you will be asked to consider and vote on the following matters, which are more fully described in the proxy statement:

To elect the nine directors named in the proxy statement;

To hold an advisory vote to approve our executive compensation;

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and

To transact such other business as may properly come before the Annual Meeting.

The Board of Directors has fixed the close of business on April 5, 2021, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Attending and Voting at the Annual Meeting

Due to the COVID-19 pandemic, the Annual Meeting will be held virtually, with attendance via live audio webcast. You will not be able to attend the Annual Meeting in person.

To attend the virtual Annual Meeting, you must pre-register by visiting register.proxypush.com/nus and following the registration instructions on that website before the meeting begins. You will need to enter the control number that is provided on your proxy card or Notice of Internet Availability of Proxy Materials to be able to pre-register. Upon pre-registering, you will receive a confirmation email.

Approximately one hour before the Annual Meeting, all those who have pre-registered will receive an email with a unique website link that will allow them to access and participate in the meeting, including listening to the full webcast, submitting questions, voting and viewing a list of stockholders entitled to vote at the meeting. To view this list of stockholders during the meeting, you will need to enter your control number. You will also have the opportunity to submit questions during the pre-registration process. We plan to respond to all appropriate questions during the webcast.

Entrance to the Annual Meeting will open 15 minutes before the designated start time. We recommend that you access the meeting website prior to the designated start time to ensure that you are logged in when the meeting begins. Technical support will be available before and during the virtual Annual Meeting; if you encounter any technical difficulties accessing or participating in the meeting, please call the technical support number that will be provided in the email that will be sent approximately one hour before the meeting. The pre-registration website will also include an email address for technical support.

You are cordially invited to attend the virtual Annual Meeting. However, to ensure your representation at the Annual Meeting, please mark, sign, date and return the accompanying proxy card as promptly as possible in the enclosed postage-paid envelope, or use the internet or telephone methods that are described on the proxy card. If you attend the virtual Annual Meeting, you may, if you wish, withdraw your proxy and vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 2, 2021: The proxy statement and annual report to stockholders are available at www.proxydocs.com/NUS.

	By Order of the Board of Directors,

	STEVEN J. LUND
	Chairman of the Board
	Provo, Utah April 12, 2021

PROXY SUMMARY

The following summary provides quick information for purposes of Nu Skin’s 2021 Annual Meeting. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. This proxy statement and form of proxy are first being sent or given to our stockholders on or about April 21, 2021.

ANNUAL MEETING INFORMATION

Date:	June 2, 2021
Time:	11:00 a.m., Mountain Daylight Time
Access:	Due to the COVID-19 pandemic, the Annual Meeting will be held virtually, with attendance via live audio webcast. You will not be able to attend the Annual Meeting in person. Details for accessing the meeting are provided in this proxy statement.
Record date:	April 5, 2021

PROPOSALS

Proposal		Board Recommendation	More Information
1.	Election of the nine directors named in this proxy statement	For each director nominee	Page 3
2.	Approval of our executive compensation*	For	Page 47
3.	Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021*	For	Page 49

* Advisory vote

CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

See pages 8 and 21, respectively.

DIRECTOR NOMINEES


Skills and Experience
Other public company board/exec. experience	•	•	•				•	•	•
Corporate finance/transactions		•	•				•	•	•
International experience/global operations		•	•	•	•		•	•	•
Government relations			•
Regulatory			•	•
Risk management		•	•				•		•
Sales/marketing	•			•	•	•	•
Online or digital marketing	•				•	•
Strategic planning	•	•		•	•	•	•		•
Current Nu Skin Committee Service
Audit Committee		•					•		•
Executive Compensation Committee		•	•			•	•
Nominating and Corp. Governance Committee			•			•		•	•
Other Characteristics
Independence	•	•	•			•	•	•	•
Gender diversity	•					•			•
Racial/ethnic diversity	•							•
Age	60	66	69	67	47	63	76	41	69
Tenure (years)	0	24	22	25	0	2	13	5	6

BOARD COMPOSITION

	Current Directors	Director Nominees
Average Tenure	13 years	11 years
Average Age	63	62
Independence
Committee Independence
Gender Diversity
Racial/Ethnic Diversity

TABLE OF CONTENTS

Solicitation of Proxies		1
Voting Provisions		1
Proposal 1: Election of Directors		3
Corporate Governance		8
	Corporate Governance Highlights	8
	Director Independence	9
	Board Leadership Structure	9
	Risk Oversight	9
	Human Capital Management	10
	Sustainability	11
	Board of Directors Meetings	11
	Board Committees	12
	Board and Committee Evaluations	14
	Compensation Committee Interlocks and Insider Participation	14
	Our Director Nomination Process	14
	Communications with Directors	15
	Additional Corporate Governance Information	15
Director Compensation		16
Executive Compensation: Compensation Discussion and Analysis		18
	Executive Summary	18
	Compensation Overview	22
	Components of Compensation	23
	Process for Determining Compensation	29
	Other Compensation-Related Governance	31
	Executive Compensation Committee Report	33
Executive Compensation Tables and Accompanying Narrative		34
Other Compensation Information		45
	Equity Compensation Plan Information	45
	CEO Pay Ratio Information	45
Proposal 2: Advisory Vote To Approve Our Executive Compensation		47
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm		49
	Fees to Independent Registered Public Accountants	49
	Audit and Non-Audit Services Pre-Approval Policy	50
	Audit Committee Report	51
Certain Relationships and Related-Person Transactions		52
Stock Ownership Information		53
	Security Ownership of Certain Beneficial Owners and Management	53
	Delinquent Section 16(a) Reports	54
Stockholder Proposals for 2022 Annual Meeting		55
Householding		55
Cautionary Statement Regarding Forward-Looking Statements		56
Other Matters		56
Form of Proxy Card

Daniel W. Campbell
Director since 1997	Lead Independent Director
	Audit Committee
	Executive Compensation Committee

Andrew D. Lipman
Director since 1999	Executive Compensation Committee
	Nominating and Corporate Governance Committee (Chair)

Steven J. Lund
Director since 1996 (includes three-year leave of absence)	Executive Chairman of the Board

Laura Nathanson
Director since 2019	Executive Compensation Committee
	Nominating and Corporate Governance Committee

Thomas R. Pisano
Director since 2008	Audit Committee
	Executive Compensation Committee (Chair)

Zheqing (Simon) Shen
Director since 2016	Nominating and Corporate Governance Committee

Edwina D. Woodbury
Director since 2015	Audit Committee (Chair)
	Nominating and Corporate Governance Committee

Audit Committee		Nominating and Corporate Governance Committee		Executive Compensation Committee
-	Major financial risk exposures	-	Corporate governance risks	-	Compensation practices related risks
-	Operational risks related to information systems and facilities	-	Operational risks not assigned to the Audit Committee	-	Human resources risks
-	Public disclosure and investor related risks	-	Compliance and regulatory risks
		-	Reputational risks

Product	−	Assess, score and improve the environmental impact score of all of our products by 2023
	−	Change all of our packaging to be recycled, recyclable, reusable, reduced or renewable by 2030

Planet	−	Reduce waste at our facilities through programs that encourage reducing, reusing and recycling, as well as initiatives to reduce electricity usage

People	−	Invest at least 50% of our Force for Good Foundation’s giving in communities and people that are providing essential resources to our planet and its inhabitants

Director	Audit	Executive Compensation	Nominating and Corporate Governance
Daniel W. Campbell	✔	✔
Andrew D. Lipman		✔	Chair
Laura Nathanson		✔	✔
Thomas R. Pisano	✔	Chair
Zheqing (Simon) Shen			✔
Edwina Woodbury	Chair		✔
2020 Meetings	15	12	12

Emma S. Battle
Director nominee

Ryan S. Napierski
Director nominee

	2020 Program	Changes Approved in 2021
Annual cash retainer Board Committee	$85,000 $10,000 per committee	Unchanged
Additional annual cash retainer for leadership: Lead Independent Director Audit Committee Chair Other committee chairs	$20,000 $15,000 $10,000	$25,000 $20,000 $15,000
Meeting fees	None⁽¹⁾	Unchanged
Annual equity award (restricted stock units)	$140,000 value	$150,000 value

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Daniel W. Campbell	125,000	135,920	—	260,920
Andrew D. Lipman	130,000	135,920	—	265,920
Laura Nathanson	114,000	135,920	—	249,920
Thomas R. Pisano	124,000	135,920	—	259,920
Zheqing (Simon) Shen	96,500	135,920	—	232,420
Edwina D. Woodbury	129,000	135,920	—	264,920
Steven J. Lund	—	—	1,160,484⁽³⁾	1,160,484

Name	Stock Awards	Option Awards
Daniel W. Campbell	3,612	15,000
Andrew D. Lipman	3,612	15,000
Laura Nathanson	3,612	—
Thomas R. Pisano	3,612	10,000
Zheqing (Simon) Shen	3,612	5,000
Edwina D. Woodbury	3,612	5,000
Steven J. Lund	—	—

Ritch N. Wood	Chief Executive Officer
Ryan S. Napierski	President
Mark H. Lawrence	Executive Vice President and Chief Financial Officer
Joseph Y. Chang	Executive Vice President of Product Development and Chief Scientific Officer
D. Matthew Dorny	Executive Vice President and General Counsel

Cash Incentive Bonuses 20% of CEO 2020 Target Pay 24% of Other NEOs' 2020 Target Pay		Long-Term Incentives 62% of CEO 2020 Target Pay 47% of Other NEOs' 2020 Target Pay
Annual Incentive		Time-Based Restricted Stock Units (RSUs) 40% weighting	Performance-Based Stock Options 60% weighting
Measures one-year financial performance (2020)		Measures four-year stock price performance (2020-2023)	Measures one-year financial performance over three years (2020, 2021, 2022)
Metric: Adjusted revenue	Metric: Adjusted operating income	Metric: Stock price	Metric: Adjusted EPS
50% weighting	50% weighting
Incentivizes business growth	Incentivizes profitability and control of expenses	Aligns management with stockholders’ interests Promotes multi-year retention	Aligns management with stockholders’ interests Provides a balance to the top-line and operating-income metrics in the cash incentive bonus program
Both metrics are calculated on a constant-currency basis from the prior-year period and are adjusted to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2020 and other unusual impacts at the Committee’s discretion.		Final value of award tied to stock price.	Adjusted EPS is calculated to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2020 and other items that are unusual, non-recurring or outside of management’s control.

Performance-Based Award	Percent of Target Earned
2020 Cash Incentive Bonus⁽¹⁾	161%
2018 PSO Awards – Tranche 3 of 3 (measuring 2020 results)⁽²⁾	0%
2019 PSO Awards – Tranche 2 of 3 (measuring 2020 results)⁽²⁾	0%
2020 PSO Awards – Tranche 1 of 3 (measuring 2020 results)⁽²⁾	200%

What We Do		What We Don’t Do
✔	Link pay outcomes directly to company and share price performance in support of a pay for performance philosophy	û No evergreen employment agreements û No hedging or pledging of Nu Skin shares û No excessive perquisites û No excise tax gross-ups for NEOs û No payment of current dividends on unvested equity û No repricing of stock options without stockholder approval
✔	Utilize multiple, complementary incentive measures in the annual and long-term incentive plans that align with key drivers of stockholder value creation
✔ Utilize double-trigger change in control benefits ✔ Employ a comprehensive clawback policy ✔ Require robust equity retention for directors and executives ✔ Assess compensation risk annually ✔ Engage an independent compensation consultant

Component of Compensation Program	Objective
Base Salary (Fixed Pay)	− Pay for role − Aids in recruitment and retention
Cash Incentive Plan (Short-Term Incentive)	− Pay for performance − Aligns with annual operating achievement − Aids in recruitment and retention
Equity Incentive Plan (Long-Term Incentive)	− Pay for performance − Aligns with stock price performance and multi-year operating achievement − Aids in recruitment and retention

Name	Prior Salary ($)	Adjusted Salary ($)	Increase ($)	Increase (%)
Ritch N. Wood	1,000,000	1,000,000	—	—
Mark H. Lawrence	500,000	525,000	25,000	5%
Ryan S. Napierski	700,000	725,000	25,000	4%
Joseph Y. Chang	660,000	675,000	15,000	2%
D. Matthew Dorny	510,000	510,000	—	—

Metric	Weighting	Purpose	How Calculated
Adjusted revenue	50%	Incentivizes business growth	Both metrics are calculated on a constant-currency basis from the prior-year period and are adjusted to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2020 and other unusual impacts at the Committee’s discretion.
Adjusted operating income	50%	Incentivizes profitability and control of expenses

Named Executive Officer		2020 Target Bonus %
Ritch N. Wood		110%
Mark H. Lawrence		75%
Ryan S. Napierski		100%
Joseph Y. Chang		75%
D. Matthew Dorny		75%

(dollar amounts in thousands)
Metric	2019 Result	2020 Targets			2020 Result	% of Goal Level Achieved	% of Target Bonus Paid
Metric	2019 Result	Minimum	Goal	Stretch	2020 Result	% of Goal Level Achieved	% of Target Bonus Paid
Adjusted revenue (50% weighting)	$2,420,416	$2,175,000	$2,420,000	$2,662,000	$2,594,120	107.2%	172.0%
Adjusted operating income (50% weighting)	$267,426	$177,000	$217,000	$293,000	$254,436	117.3%	149.3%
Aggregate payout percentage, reflecting the weightings noted above:							160.6%

2020 TARGET EQUITY AWARDS (1)
			Percentage Perf.-Based
Named Executive Officer	Perf.-Based Stock Options (2)	Time-Based RSUs	Number of Awards	Grant Date Fair Value
Ritch N. Wood	244,471	45,978	84%	56%
Mark H. Lawrence	69,849	13,137	84%	56%
Ryan S. Napierski	105,821	19,902	84%	56%
Joseph Y. Chang	49,593	9,327	84%	56%
D. Matthew Dorny	49,593	9,327	84%	56%

	Minimum Goal ($)	Target Goal ($)	Maximum Goal ($)	Actual ($)	% Vested

2018 Award

➢ 2017 Adjusted EPS: 3.23⁽¹⁾

2018 Adjusted EPS Tranche	3.33	3.52	3.73	3.61⁽²⁾	121%
2019 Adjusted EPS Tranche	3.52	3.70	3.92	3.10⁽³⁾	—
2020 Adjusted EPS Tranche	3.70	3.88	4.11	3.63⁽³⁾	—

2019 Award

➢ 2018 Adjusted EPS: 3.61⁽²⁾

2019 Adjusted EPS Tranche	3.68	3.98	4.38	3.10⁽³⁾	—
2020 Adjusted EPS Tranche	3.98	4.20	4.62	3.63⁽³⁾	—
2021 Adjusted EPS Tranche	4.20	4.45	4.97	TBD	TBD

2020 Award

➢ 2019 Adjusted EPS: 3.10⁽³⁾

2020 Adjusted EPS Tranche	2.00	2.50	3.60	3.63⁽³⁾	200%
2021 Adjusted EPS Tranche	2.10	2.62	3.78	TBD	TBD
2022 Adjusted EPS Tranche	2.21	2.75	3.97	TBD	TBD

− Avon Products, Inc.⁽¹⁾	− Primerica, Inc.
− Church & Dwight Co., Inc.	− Revlon, Inc.
− Edgewell Personal Care Company	− Sally Beauty Holdings, Inc.
− The Hain Celestial Group, Inc.	− Sensient Technologies Corporation
− Helen of Troy Limited	− Spectrum Brands Holdings, Inc.
− Herbalife Nutrition Ltd.	− Tupperware Brands Corporation
− International Flavors & Fragrances Inc.	− USANA Health Sciences, Inc.
− Prestige Consumer Healthcare Inc.

Position	Multiple of Base Salary or Annual Retainer
CEO	6.0
Other Executives	2.5
Non-Employee Directors	5.0

	EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

	Thomas R. Pisano, Chairman
	Daniel W. Campbell
	Andrew D. Lipman
	Laura Nathanson

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)

Ritch N. Wood Chief Executive Officer	2020	1,000,038	850	1,642,334	2,100,006	1,766,600	126,730	6,636,559
	2019	991,667	—	1,322,140	2,111,047	—	145,526	4,570,379
	2018	941,667	40,333	611,385	2,547,233	1,794,993	129,999	6,065,610

Mark H. Lawrence Executive VP and Chief Financial Officer	2020	520,853	850	469,254	600,003	632,363	77,136	2,300,459
	2019	491,667	—	1,992,713	542,844	—	98,170	3,125,393
	2018	445,833	19,500	171,950	716,400	637,694	73,682	2,065,059


Ryan S. Napierski President	2020	720,861	3,350	710,899	909,002	1,164,350	104,163	3,612,626
	2019	687,500	—	572,325	913,788	—	122,658	2,296,272
	2018	620,833	26,792	277,046	1,154,226	1,062,825	330,815	3,472,537

Joseph Y. Chang Executive VP of Product Dev. and Chief Scientific Officer	2020	672,526	850	333,160	426,004	813,038	102,386	2,347,964
	2019	653,333	—	268,229	428,239	—	124,299	1,474,100
	2018	616,667	26,583	135,634	565,166	878,602	108,417	2,331,069


D. Matthew Dorny Executive VP and General Counsel	2020	510,020	850	333,160	426,004	614,295	69,451	1,953,780
	2019	504,167	—	268,229	428,239	—	77,063	1,277,698
	2018	472,833	22,542	135,634	565,166	673,123	67,260	1,936,558

Name	Company Contributions to Deferred Compensation Plan ($)	Company Contributions to 401(k) Retirement Savings Plan ($)	Perquisites and Other Personal Benefits ($)(a)	Other ($)(b)	Total ($)
Ritch N. Wood	100,000	11,400	13,952	1,378	126,730
Mark H. Lawrence	52,500	11,400	10,644	2,592	77,136
Ryan S. Napierski	72,500	11,400	9,686	10,577	104,163
Joseph Y. Chang	67,500	11,400	11,885	11,601	102,386
D. Matthew Dorny	51,000	11,400	5,494	1,556	69,451

			Estimated Possible Payouts under non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive Plan Awards
Name	Grant Date(1)	Date of Executive Compensation Committee Approval	Threshold ($)(2)	Target ($)(2)	Max ($)(2)	Threshold (#)(3)	Target (#)(3)	Max (#)(3)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Exercise or Base Price of Option Awards ($)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
Ritch N. Wood
	2/15/2020	2/7/2020				122,236	244,471	488,942		30.45	2,100,006
	6/3/2020	2/7/2020							45,978		1,642,334
	N/A		137,500	1,100,000	2,200,000

Mark H. Lawrence
	2/15/2020	2/7/2020				34,925	69,849	139,698		30.45	600,003
	6/3/2020	2/7/2020							13,137		469,254
	N/A		49,219	393,750	787,500

Ryan S. Napierski
	2/15/2020	2/7/2020				52,911	105,821	211,642		30.45	909,002
	6/3/2020	2/7/2020							19,902		710,899
	N/A		90,625	725,000	1,450,000

Joseph Y. Chang
	2/15/2020	2/7/2020				24,797	49,593	99,186		30.45	426,004
	6/3/2020	2/7/2020							9,327		333,160
	N/A		63,281	506,250	1,012,500

D. Matthew Dorny
	2/15/2020	2/7/2020				24,797	49,593	99,186		30.45	426,004
	6/3/2020	2/7/2020							9,327		333,160
	N/A		47,813	382,500	765,000

SEC Form DEF 14A filed by Nu Skin Enterprises, Inc.