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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☐	Soliciting Material Pursuant to §240.14a-12

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 May 28, 2026, at our corporate offices, 75 West Center Street, Provo, Utah 84601.

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 attached proxy statement;

To hold an advisory vote to approve our executive compensation;

To approve our Amended and Restated 2024 Omnibus Incentive Plan;

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; 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 March 31, 2026 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.

You are cordially invited to attend the Annual Meeting in person. 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 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 May 28, 2026: The proxy statement and annual report to stockholders are available at materials.proxyvote.com/67018T.

	By Order of the Board of Directors,

	STEVEN J. LUND
	Chairman of the Board
	Provo, Utah April 3, 2026

PROXY SUMMARY

The following summary provides quick information for purposes of Nu Skin’s 2026 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 15, 2026.

ANNUAL MEETING INFORMATION

Date:	May 28, 2026
Time:	11:00 a.m., Mountain Daylight Time
Location:	Nu Skin Corporate Offices, 75 West Center Street, Provo, Utah 84601
Record date:	March 31, 2026

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 51
3.	Approval of our Amended and Restated 2024 Omnibus Incentive Plan	For	Page 53
4.	Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026*	For	Page 66

*	Advisory vote

CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

See pages 8, 22 and 56.

BOARD COMPOSITION


Skills and Experience
Other public company board/exec. experience	•	•				•		•	•
Corporate finance/accounting/transactions		•				•	•	•	•
International experience/global operations		•	•	•		•	•	•	•
Industry experience—consumer goods and/or direct sales	•		•	•		•	•	•
Risk management		•				•		•
Sales/marketing	•		•	•	•	•
Online or digital sales	•			•	•		•
Strategic planning	•	•	•	•	•	•	•	•	•
Current Nu Skin Committee Service (C = Chair)
Audit Committee		•				•	•	C
Compensation and Human Capital Committee	C	•			•	•			•
Nominating and Corp. Governance Committee	•				C		•	•	•
Demographics
Diverse (Gender and/or Race/Ethnicity)— 33% diverse	•				•			•
Age	65	71	72	52	68	81	60	74	74
Other Characteristics
Independence	•	•			•	•	•	•	•
Tenure (years)	5	29	30	5	7	18	1	11	2

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	10
Cybersecurity and Privacy	11
Sustainability	11
Board of Directors Meetings	11
Board Committees	12
Board and Committee Evaluations	14
Our Director Nomination Process	14
Communications with Directors	15
Additional Corporate Governance Information	15
2026 Executive Officer Changes	16
Director Compensation	17
Executive Compensation: Compensation Discussion and Analysis	19
Executive Summary	19
Compensation Overview	23
Components of Compensation	24
Process for Determining Compensation	30
Other Compensation-Related Governance	32
Compensation and Human Capital Committee Report	34
Executive Compensation Tables and Accompanying Narrative	35
Other Compensation Information	45
Equity Compensation Plan Information	45
CEO Pay Ratio Information	45
Pay Versus Performance	46
Proposal 2: Advisory Vote To Approve Our Executive Compensation	51
Proposal 3: Approval of Amended and Restated 2024 Omnibus Incentive Plan	53
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm	66
Fees to Independent Registered Public Accountants	66
Audit and Non-Audit Services Pre-Approval Policy	67
Audit Committee Report	68
Certain Relationships and Related-Person Transactions	69
Security Ownership of Certain Beneficial Owners and Management	70
Stockholder Proposals for 2027 Annual Meeting	71
Householding	71
Cautionary Statement Regarding Forward-Looking Statements	72
Other Matters	72
Appendix A: Amended and Restated 2024 Omnibus Incentive Plan	A-1
Form of Proxy Card

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PROXY STATEMENT

SOLICITATION OF PROXIES

The accompanying proxy is solicited on behalf of the Board of Directors of Nu Skin Enterprises, Inc. (“Nu Skin,” “we,” “us,” or “the company”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) on May 28, 2026 at 11:00 a.m., Mountain Daylight Time, and at any adjournment or postponement thereof. The Annual Meeting will be held at our corporate offices, 75 West Center Street, Provo, Utah 84601.

At the Annual Meeting, you will be asked to consider and vote on the following matters, which are more fully described in this proxy statement:

To elect the nine directors named in this proxy statement;

To hold an advisory vote to approve our executive compensation;

To approve our Amended and Restated 2024 Omnibus Incentive Plan;

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and

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

This proxy statement and form of proxy are first being sent or given to our stockholders on or about April 15, 2026.

We will bear the cost of solicitation of proxies. Expenses include reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to registered and beneficial owners of our voting stock. Our regular employees may further solicit proxies by telephone, by mail, in person or by electronic communication and will not receive additional compensation for such solicitation. In addition, we have retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of approximately $28,000.

VOTING PROVISIONS

Record Date; Shares Outstanding. Only stockholders of record at the close of business on March 31, 2026 are entitled to vote at the Annual Meeting. As of this record date, 49,176,734 shares of our Class A Common Stock were issued and outstanding. Each outstanding share of Class A Common Stock will be entitled to one vote on each matter submitted to a vote of the stockholders at the Annual Meeting.

How Proxies Will Be Voted. All shares represented by each properly executed, unrevoked proxy received in time for the Annual Meeting will be voted as directed by the stockholder. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. In the absence of specific instructions, proxies will be voted in accordance with the Board of Directors’ recommendations “FOR” the election of each director nominee and “FOR” Proposals 2, 3 and 4. Although it is anticipated that each director nominee will be able to serve as a director, should any nominee become unavailable to serve, proxies will be voted for such other person or persons as may be designated by the Board of Directors. If any other matters properly come before the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the persons named in the accompanying proxy will vote on such matters in accordance with their best judgment.

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Revocability of Proxy. Any proxy duly given pursuant to this solicitation may be revoked by the person or entity giving it at any time before it is voted by delivering a written notice of revocation to our Corporate Secretary, by executing a later-dated proxy and delivering it to our Corporate Secretary, or by voting at the Annual Meeting (be aware that attending the Annual Meeting, without voting, will not constitute a revocation of the proxy). If you hold shares through a broker, bank or other nominee, you must follow the instructions of your broker, bank or other nominee to change or revoke your voting instructions.

Attending and Voting at the Annual Meeting. If you are a stockholder of our company, you are invited to attend the Annual Meeting in person at our corporate offices on the date and time indicated above. Directions to our corporate offices may be obtained by calling (801) 345-1000. Please bring proof of your stock ownership. If you are a beneficial, or “street name,” holder of our common stock and you wish to vote in person at the Annual Meeting, you will additionally be required to present a legal proxy from your broker, bank or other nominee.

Quorum. In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of the Class A Common Stock entitled to vote at the Annual Meeting must be represented, either in person or by proxy, at the Annual Meeting. Under Delaware law, shares represented by proxy that reflect abstentions or “broker non-votes” (which are shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not permitted to vote on a particular proposal without instructions from the beneficial owner and instructions are not given) will be counted for purposes of determining the presence of a quorum. However, broker non-votes will not be voted on proposals on which your broker or other nominee does not have discretionary authority to vote under the rules of the New York Stock Exchange (the “NYSE”), including Proposals 1, 2 and 3.

Voting Standards and Effects. For a director nominee to be elected in Proposal 1, and for Proposals 2, 3 and 4 to be approved, such director nominee or proposal must receive more “for” votes than “against” votes. Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes will have no effect on the determination of any of the proposals. Additional provisions applying to the matters to be acted upon at the Annual Meeting are as follows:

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Proposal 1. Our Bylaws provide that an incumbent director shall be eligible for re-election only if she or he submits an irrevocable resignation that will be effective upon (i) such person failing to receive the required vote for re-election at the next annual meeting and (ii) Board acceptance of such resignation. Thus, an incumbent director’s previously submitted resignation may become effective if such director fails to receive the requisite vote at the meeting. Within 90 days after the date of the certification of the election results, the Board will determine whether to accept or reject the resignation or whether other action should be taken, and the Board will publicly disclose its decision.

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Proposals 2 and 4. Proposals 2 and 4 are stockholder advisory votes and will not be binding on the Board of Directors.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Directors are elected at each annual meeting of stockholders and hold office until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal. Our Bylaws provide that the Board of Directors will consist of a minimum of three and a maximum of fifteen directors, with the number being designated by the Board. The current number of authorized directors is nine.

Set forth below are the name, age as of April 1, 2026, business experience and other qualifications of each of our nine director nominees, listed in alphabetical order. Each nominee is a current director and was elected at our 2025 annual meeting of stockholders. We are not aware of any family relationships among any of our directors, director nominees or executive officers.

	Emma S. Battle

	Director since 2021	Compensation and Human Capital Committee (Chair) Nominating and Corporate Governance Committee

Emma S. Battle, 65, has served as the President and Chief Executive Officer of Market Vigor, LLC, a business services company focused on strategic consulting and digital and online marketing, since she founded the company in 2003. From 2015 to 2017, Ms. Battle was Vice President of Client Success at Windsor Circle, an e-commerce marketing company. Previously, she served in executive and senior marketing and sales roles at Three Ships Media, Red Hat, Art.com, 1 Sync and Sara Lee Branded Apparel (now known as Hanesbrands Inc.). Ms. Battle has served on the board of directors of Unifi, Inc., a global textile solutions provider listed on the NYSE, since 2021 and of Bassett Furniture Industries, Inc., a manufacturer and marketer of home furnishings listed on the Nasdaq Global Select Market, since 2020. From 2019 to 2020, she was on the board of directors of Primo Water Corporation, a provider of drinking water products that was listed on the Nasdaq Global Market until the company was acquired in 2020. Ms. Battle pursues continuing education through online classes and membership in professional organizations like Brentwood Advisory Group, and supports and collaborates with current and aspiring board directors through UNC’s Director Diversity Initiative, Onboard NC, Santa Clara University’s Black Corporate Board Readiness program and the Take Your Seat initiative. Ms. Battle also devotes time to charitable and civic causes; since 2017 she has served as an operations, strategy and marketing consultant to Higher Ed Works d/b/a Public Ed Works, a charitable organization that supports public education in North Carolina, and she also serves on the board of Elon University’s School of Business. She received a B.A. degree from Duke University and an M.B.A. degree from Harvard Business School.

Ms. Battle is a successful businessperson with an extensive background in digital and online marketing, marketing analytics, and business and marketing strategy, which is valuable to the Board as we continue to build our digital business. She also brings to the Board her perspective from working with other large corporations and on other public company boards. In addition, Ms. Battle’s experience managing and consulting with smaller, entrepreneurial businesses provides a valuable perspective in managing our business in a manner that is effective for our independent sales force. The Board also values Ms. Battle’s commitment to sustainability and social responsibility, which are two areas of focus for our company and many stockholders.

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	Daniel W. Campbell

	Director since 1997	Lead Independent Director Audit Committee Compensation and Human Capital Committee

Daniel W. Campbell, 71, has been a Managing General Partner of EsNet, Ltd., a privately held investment company, since 1994. He served on the Utah State Board of Regents for Higher Education from 2010 to 2019, having served as its Vice Chair from 2012 to 2014 and as Chair from 2014 to 2018. From 1992 to 1994, Mr. Campbell was the Senior Vice President and Chief Financial Officer of WordPerfect Corporation, a software company, and prior to that was a partner of Price Waterhouse LLP. He received a B.S. degree from Brigham Young University.

Mr. Campbell is a recognized business leader with expertise in the areas of finance, accounting, transactions, corporate governance and management. He has served on the boards of several other private and public companies. In addition, through his experience as a partner of an international accounting firm, and later as Chief Financial Officer of a large technology company, Mr. Campbell has developed deep insight into the management, operations, finances and governance of public companies.

	Steven J. Lund

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

Steven J. Lund, 72, has served as the Chairman of the Board since 2012. Mr. Lund previously served as Vice Chairman of the Board from 2006 to 2012. Mr. Lund served as President, Chief Executive Officer and a director of our company from 1996, when our company went public, until 2003, when he took a three-year leave of absence. Mr. Lund was one of our company’s founders. He is a trustee of the Force for Good Foundation, a charitable organization that our company established to help encourage and drive philanthropic efforts for our company, sales force and employees to enrich the lives of others. Mr. Lund worked as an attorney in private practice prior to joining our company as Vice President and General Counsel. He received a B.A. degree from Brigham Young University and a J.D. degree from Brigham Young University’s J. Reuben Clark Law School.

Mr. Lund brings to the Board over 35 years of company and industry knowledge and experience as a senior executive, including service as our General Counsel, Executive Vice President, and President and Chief Executive Officer. He played an integral role in managing our growth from start-up through his term as President and Chief Executive Officer. Mr. Lund also served on the Executive Board of the U.S. Direct Selling Association. A respected leader in his business, religious and civic communities, from 2020 to 2025 he served as a general officer of The Church of Jesus Christ of Latter-day Saints and on this Church’s Board of Education with oversight of its institutions of higher education, including Brigham Young University. He also previously served on the Utah State Board of Regents for Higher Education and as Chairman of the Board of Trustees of Utah Valley University.

	Ryan S. Napierski

	Director since 2021	President and Chief Executive Officer

Ryan S. Napierski, 52, has served as our company’s CEO since 2021 and as President since 2017. Previously, he served as President of Global Sales and Operations from 2015 to 2017. Prior to serving in that position, he served as both President of our North Asia region since 2014 and President of Nu Skin Japan since 2010. Mr. Napierski has fulfilled multiple leadership positions for Nu Skin since joining our company in 1995, including Vice President of Business Development for Nu Skin EMEA and General Manager of the United Kingdom. Mr. Napierski has a Bachelor’s degree in business, a Master of Business Administration degree from Duke University and a Master’s degree in international business from Goethe Universitat in Germany.

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Mr. Napierski brings to the Board a strong expertise in direct sales, including through digital and social media platforms. Having served as our CEO, President, President of Global Sales and Operations, and in other management roles in our markets, Mr. Napierski also has a deep understanding of our business globally, including our sales force, products and product development, markets and compensation plans. Mr. Napierski’s leadership has been integral to the success of several of our key initiatives in recent years. Mr. Napierski is also recognized as a leader in the direct selling industry and has served in a variety of industry trade association leadership roles. For example, he is a past Chairman of the U.S. Direct Selling Association and the current Chairman of the Advocacy Committee for the World Federation of Direct Selling Associations.

	Laura Nathanson

	Director since 2019	Compensation and Human Capital Committee Nominating and Corporate Governance Committee (Chair)

Laura Nathanson, 68, retired from The Walt Disney Company in 2019 after 21 years of service in sales and advertising positions. From 2017 to 2019, she served as Executive Vice President of Revenue and Operations at Disney Advertising Sales, and from 2002 to 2017, she served as Executive Vice President of Sales and Marketing at ABC Family/Freeform. Prior to 2002, she served in various other sales and advertising positions with ABC Network Sales, Fox Broadcasting and various media agencies. She received a B.A. degree from Wesleyan University.

Ms. Nathanson is an experienced leader who brings to the Board her expertise in sales and advertising, as well as a strong customer focus that is built on a 40-year career in connecting with and communicating with customers. Business strategy is also one of Ms. Nathanson’s strengths; during her career, she has recognized and understood shifts in the business landscape, such as the rise of the millennial demographic and the trend toward digital advertising, and has quickly adapted to these shifts, enabling her companies to capitalize on them at an early stage. She also has experience in streamlining business processes and in promoting sales through digital and social media.

	Thomas R. Pisano

	Director since 2008	Audit Committee Compensation and Human Capital Committee

Thomas R. Pisano, 81, served as Chief Executive Officer and a director of Overseas Military Sales Corp. (“OMSC”), a marketer of motor vehicles, from 2005 until his retirement in 2010. From 1998 to 2004, he served as the Chief Operating Officer and a director of OMSC. From 1995 to 1997, he served as Vice President and Head of the International Division for The Topps Company, Inc., a sports publications and confectionery products company. Prior to that, he served in various positions, including Vice President of Global New Business Development, for Avon Products, Inc., a direct seller of personal care products, from 1969 to 1994. He received a B.S. from the Georgia Institute of Technology and an M.B.A. from Dartmouth College.

Mr. Pisano is an experienced senior executive who is an expert in the direct selling, personal care, beauty products and other consumer goods industries. During his 25-year career at Avon, he was responsible for global new business development, which included new geographic market openings and launching new product lines globally. He was also responsible for the operation of international businesses in Latin America, Europe and Asia. During his international business career at Avon, Topps and OMSC, he traveled to and conducted business in approximately 50 countries.

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	James M. Winett

	Director since 2025	Compensation and Human Capital Committee Nominating and Corporate Governance Committee

James M. Winett, 60, is a managing member of SIZE Advisory Group LLC, a full-service business advisory firm that he co-founded in 2020, where he provides consulting services to companies in the growth and acceleration stage, venture-backed companies that need to extend their runway and chart their path to profitability, and large enterprises seeking to optimize their customers’ journey. From 2001 to 2023, Mr. Winett was a consultant at other firms that he founded, including DPAA Group, Inc., where he served as a managing member from 2014 to 2023. He began his career at Price Waterhouse LLP, where he served in both the Audit and Assurance Group and the Corporate Recovery and Business Turnaround Services Group. He received a B.S. degree in accountancy from the University of Illinois at Urbana-Champaign and an M.B.A. degree from Northwestern University’s Kellogg School of Management.

Mr. Winett’s many years of consulting experience and his expertise in strategic planning, operations and finance are an asset to our Board. Mr. Winett has guided numerous businesses and management teams through a variety of situations and challenges to help them to grow and to execute on business transformations. In addition, through his consulting services, he has assisted with many corporate transactions and financings, which, together with his experience in consulting small businesses and start-up companies, are a benefit to our Rhyz strategic investment arm.

	Edwina D. Woodbury

	Director since 2015	Audit Committee (Chair) Nominating and Corporate Governance Committee

Edwina D. Woodbury, 74, has over 20 years of experience in the direct selling and personal care products industries, having served at Avon Products, Inc. as Chief Financial and Administrative Officer and in other finance and operations positions from 1977 to 1998. From 1998 to 2015, Ms. Woodbury served as a member of the board of directors of RadioShack Corporation, a retail consumer electronics company. In addition, from 2005 to 2010, Ms. Woodbury served as a member of the board of directors of R.H. Donnelley Corporation, a publishing and marketing company, and from 2000 to 2005, she served as a director of Click Commerce, Inc., a research solutions company. Ms. Woodbury also served as President and Chief Executive Officer of The Chapel Hill Press, Inc., a publishing services company, from 1999 to 2023, and she served on the board of directors of the nonprofit Medical Foundation of North Carolina from 2009 to 2018. She received a B.S.B.A from the University of North Carolina.

Ms. Woodbury has extensive experience and understanding of our industry. While serving in various roles of increasing responsibility during her 21 years at Avon, she gained an in-depth understanding of the financial and internal control-related issues associated with global companies in our industry. She also brings to the Board valuable perspective from her service on other public company boards. While serving on the boards of Click Commerce, R.H. Donnelley and RadioShack, she (1) served on and chaired each board’s audit committee; (2) served on the compensation committee at R.H. Donnelley and chaired it at RadioShack; and (3) served on the nominating and governance committee at Click Commerce and RadioShack.

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	Mark A. Zorko

	Director since 2024	Audit Committee Nominating and Corporate Governance Committee

Mark A. Zorko, 74, is a seasoned business professional who has served as a CFO, board member and audit committee chairman at several public and private companies during his career. He has worked as a consultant since 2013 and currently serves as an advisor to two early-stage entrepreneurial businesses. Since 2020, he has been the chairman of the board at Modern Mining Technology Corp., a privately held e-waste processing firm. His past board service includes Westell Technologies, Inc. (2017–2024), a provider of network infrastructure solutions that trades on the OTC markets (previously on Nasdaq), where he was the audit committee chairman and a member of the compensation committee, as well as other Nasdaq/OTC public companies where he served as a director prior to 2020. From 2017 to 2023, Mr. Zorko was president of Brentwood 401k, LLC, a firm that he founded to provide 401(k) plan advisory services to middle-market companies. Between 2006 and 2019, Mr. Zorko served as CFO or interim CFO at a variety of public companies listed on the New York Stock Exchange, OTC markets and London Stock Exchange AIM Market. From 2000 to 2010, he was a partner at Tatum CFO Partners, LLP, an executive services firm at which he served in financial leadership positions for several clients, and he previously worked in finance and accounting roles at Honeywell, Inc., Zenith Data Systems Corporation and Arthur Andersen & Co. Mr. Zorko served in the U.S. Marine Corps and currently is on the board of directors of Military Outreach USA. He holds a B.S.B.A. degree in accounting from The Ohio State University and an M.B.A. degree from the University of Minnesota. He is a certified public accountant, NACD Director Certified and Board Leadership Fellow, and in 2019 he earned NACD’s CERT Certificate in Cybersecurity Oversight. He currently serves on NACD’s Research Triangle Chapter Board.

Mr. Zorko brings many years of expertise in strategic planning, finance, accounting, international operations, mergers and acquisitions, information technology, audit oversight, and corporate governance. Our Board also believes his extensive executive experience and his service on other public company boards enable him to be an effective Board member. In addition, Mr. Zorko’s experience consulting with smaller, entrepreneurial businesses provides a valuable perspective in managing our business in a manner that is effective for our independent sales force. Finally, through his experience as a CFO and audit committee chairman at multiple public companies, Mr. Zorko has developed deep insight into the management, operations, finances and governance of public companies.

Each nominee was recommended by the Nominating and Corporate Governance Committee for election and has consented to being named in any proxy statement for the Annual Meeting and to serve if elected. Although we do not know of any reason for which any nominee might become unavailable to serve on the Board, if that should happen, the Board may designate a substitute nominee. Shares represented by proxies will be voted for any substitute nominee so designated.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NINE NOMINEES TO OUR BOARD OF DIRECTORS.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

Board of Directors Independence and Committee Structure

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Separate Chairman of the Board and CEO. The positions of Chairman of the Board and CEO are filled by Mr. Lund and Mr. Napierski, respectively.

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Lead Independent Director. Our independent directors have designated Mr. Campbell as Lead Independent Director.

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Limitation on Management Directors. All of our current directors are independent of the company and management except for Mr. Lund, who is one of our company’s founders, and Mr. Napierski, our President and CEO.

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Meetings of Independent Directors. All independent directors meet regularly in executive session. Mr. Campbell, the Lead Independent Director, chairs these sessions.

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Independent Committees. Only independent directors serve on our Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees.

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Annual Board and Committee Performance Evaluations. The performance of the Board and each Board committee is evaluated annually.

Election of Directors

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Annual Election of Directors. All of our directors are elected annually; we do not have a staggered board.

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Majority Voting in Uncontested Director Elections and Resignation Bylaw. Our Bylaws provide that director nominees must be elected by a majority of the votes cast in uncontested elections, and our Bylaws and Corporate Governance Guidelines include director resignation requirements to address the situation of a “holdover” director. For more information, see “Voting Provisions” and “Our Director Nomination Process.”

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Mandatory Retirement Age. Our Board has adopted a mandatory retirement age of 77, which applies to any director who first joined our Board during or after 2023.

Stock-Related Matters

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Equity Retention Requirements. We have equity retention requirements that apply to our directors and executive officers, designed to align directors’ and executive officers’ interests with those of stockholders. For a description of these requirements, see “Executive Compensation: Compensation Discussion and Analysis”—“Equity Retention Guidelines.”

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Hedging Policy. Our directors and employees, including officers, are prohibited from engaging in any hedging transactions with respect to our securities, including through the use of short sales, put options and financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds. This prohibition applies regardless of whether the director’s or employee’s securities were granted as compensation and regardless of whether the director or employee holds the securities directly or indirectly.

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Pledging Policy. Our directors and employees, including officers, are prohibited from pledging their securities in our company.

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Director Independence

Our Corporate Governance Guidelines provide that at least 75% of our Board of Directors will consist of independent directors. The Board has determined that each of the current directors listed below is an “independent director” under the listing standards of the NYSE.

Emma S. Battle	Daniel W. Campbell	Laura Nathanson
Thomas R. Pisano	James M. Winett	Edwina D. Woodbury
	Mark A. Zorko

In assessing the independence of our directors, in accordance with the NYSE listing standards, the Board determines whether or not any director has a material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. The Board considers all relevant facts and circumstances in making independence determinations, including the existence and scope of any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. In addition, as described in our Corporate Governance Guidelines, the Board will not consider a director to be independent if either the director or any immediate family member of the director (1) has been employed by our company or any of our subsidiaries or affiliates within the last five calendar years; (2) has served as an interim officer of our company or any of our subsidiaries or affiliates within the last three years; (3) has a personal services contract with our company or any member of our senior management; or (4) is employed as an executive officer by a private or public company at which an executive officer of our company serves as a director.

Board Leadership Structure

We currently separate the roles of Chairman of the Board and CEO. However, the Board has not adopted a policy with regard to whether the same person should serve as both Chairman and CEO or, if the roles are separate, whether the Chairman should be selected from the non-employee directors or should be an employee. The Board believes it is most appropriate to retain the discretion and flexibility to make such determinations at any given point in time in the way that it believes best to provide appropriate leadership for the company at that time.

We have determined that our current separation of the roles of Chairman and CEO is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions. The Board believes that separating these two positions (1) improves the ability of the Board to exercise its oversight role over management and provides multiple opportunities for discussion and evaluation of management decisions and the direction of the company; and (2) allows our CEO to focus on managing our day-to-day global business operations and on developing and implementing our business strategies and objectives. Both the current Chairman and the current CEO have long histories with our company, and the Board believes that its leadership structure makes the best use of their combined extensive knowledge of our company, industry and sales force.

The Board has created the Lead Independent Director position to provide independent leadership of the Board’s affairs on behalf of our stockholders. This position ensures that an established channel of communication for the independent directors is maintained; it serves to strengthen communications both among independent directors and between senior management and the Board. Our Corporate Governance Guidelines provide that the Lead Independent Director (i) is designated by the non-management directors; (ii) consults with the Chairman and the CEO regarding agenda items for Board meetings; (iii) chairs executive sessions of the Board’s independent directors; and (iv) performs such other duties as the Board deems appropriate.

From time to time, the Board may consider electing an independent Chair or combining the roles of Chair and CEO. Such a decision would consider the composition of the Board at that time, including Board members’ expertise, experience and qualifications, as well as any stockholder input or other factors deemed appropriate by the Board.

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Risk Oversight

We face a broad array of risks as outlined in our Annual Report on Form 10-K, including operational, strategic, legal and regulatory, financial, and other risks. Our management is responsible for establishing and maintaining systems to manage these risks. The Board exercises oversight over our management’s enterprise risk management program. The Board administers this risk oversight function as a whole and through its committees.

Management-Level Risk Management. We have established a global enterprise risk management (“ERM”) program, which is led by our Vice President of Internal Audit and Risk Management (“VP of IA/RM”). Our Risk Council, which consists of our VP of IA/RM, CEO, CFO, General Counsel, President of Global Sales and other key members of our management, oversees and monitors the activities of our ERM program and reviews, on a regular basis, the top current and emerging enterprise risks we face, as well as relevant risk mitigation activities. The Risk Council considers the risks facing our company, including both short-term and long-term risks, and manages the risks according to their immediacy, potential impact, likelihood and other relevant factors. The VP of IA/RM and other members of our management, including owners of various risk areas, are consulted as part of our disclosure controls and procedures as we prepare our public disclosures about the material risks we face as a company.

Board and Committee Roles in Risk Oversight. The VP of IA/RM has a direct reporting relationship with our Audit Committee, which has responsibilities for risk oversight pursuant to its charter and NYSE listing standards. The VP of IA/RM meets with the Audit Committee annually to discuss our ERM program and processes and the Risk Council’s recommendations regarding which risks warrant Board-level oversight.

Our Board retains direct oversight responsibility for certain material risks that are fundamental to our business and strategy, such as regulatory risks associated with our sales compensation program and risks associated with our key strategic initiatives. For other risks, the Board administers its risk oversight function through the Audit Committee, Nominating and Corporate Governance Committee, and Compensation and Human Capital Committee. The committee charters include the following subject-matter parameters for risk oversight:

Audit Committee		Nominating and Corporate Governance Committee		Compensation and Human Capital Committee
− Major financial risk exposures − Operational risks related to information systems, information security and privacy − Public disclosure and investor-related risks		− Corporate governance risks − Operational risks not assigned to the Audit Committee − Reputational risks		− Compensation practices-related risks − Human resources risks

The committees, or the Board in the case of risks it determines to oversee directly, are responsible for overseeing and discussing with management our risk assessment and risk management programs and plans. In these discussions, applicable members of management report to the Board or applicable committee on our risks and the internal processes, practices and controls attendant to the risks. These reports are coordinated through the VP of IA/RM and generally occur annually or on a different cadence determined by the Board or committee. Following these reports by management, the Audit Committee periodically receives reports regarding the Nominating and Corporate Governance Committee’s and Compensation and Human Capital Committee’s risk-oversight efforts.

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Cybersecurity and Privacy

Our Audit Committee oversees cyber and privacy-related risks and receives reports from our Chief Information Security Officer on these risks every quarter. Because the Board and management recognize the importance of maintaining the trust and confidence of our employees, sales force, customers, vendors and other business partners, we have established an Information Security and Privacy group that has responsibility for executing a program to protect our data. This group identifies, tracks and monitors risks in this area, and our cybersecurity program references the CIS Critical Security Controls and the NIST Cybersecurity Framework (CSF) to guide our organization’s risk identification and mitigation procedures. We also have implemented a training program: employees receive quarterly training, which is translated into multiple languages, and we also conduct unannounced phishing simulation exercises to help our employees remain vigilant against cybersecurity threats. For more information about our cybersecurity risk management, strategy and governance, see “Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Sustainability

Pursuant to its charter, our Nominating and Corporate Governance Committee oversees our sustainability initiatives, including social, climate and environmental matters. This committee reviews sustainability trends, discusses such trends with management and reviews our external sustainability reporting. Our senior management is also engaged in our sustainability initiatives, as we endeavor to integrate sustainability-related risks and opportunities into our business strategy and operations. Our sustainability team reports regularly to our senior management and at least annually to our Nominating and Corporate Governance Committee.

Focusing on three key areas—product, planet and people—some of our sustainability initiatives are as follows:

Product	−	We are committed to prioritizing responsible sourcing and transparency with the objective of developing products that harmonize the best of nature and science.

Product/Planet	−	We aim to continuously advance packaging circularity by optimizing designs and scaling material choices that reduce impact and increase reuse, renewability, recyclability and recycled content across our portfolio.

Planet	−	We aim to reduce our impact on the planet over time by improving data quality, strengthening accountability, and embedding lower-carbon choices into how we design, source and operate.

People	−	We are dedicated to empowering global communities by partnering with trusted organizations to deliver essential resources that create healthier and more resilient futures for children and families.

Our 2025 sustainability accomplishments include the following:

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We avoided an estimated 19 metric tons of packaging waste by moving to sustainable packaging choices for our ageLOC Tru Face product line.

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We continued to source all palm oil and palm oil-derived ingredients for personal care products from either the mass balance or book-and-claim models of the Roundtable on Sustainable Palm Oil.

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Through the Nu Skin Force for Good Foundation’s partnership with Seacology, we helped build and/or improve four schools and contributed to the protection of approximately 23,900 acres of marine and terrestrial ecosystems.

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Together with our affiliates, customers and employees, we purchased and donated more than 32 million meals for people in need through our Nourish the Children initiative.

Board of Directors Meetings

The Board of Directors held six meetings during 2025. Each director attended more than 75% of the total Board and respective committee meetings for the period in which they served during 2025. Although we encourage Board members to attend our annual meetings of stockholders, we do not have a formal policy regarding director attendance at annual stockholder meetings. Seven of our directors who were in office at the time of our 2025 annual meeting of stockholders attended that meeting.

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Board Committees

We have standing Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees. Each member of the committees is independent within the meaning of the listing standards of the NYSE. In addition, the Audit Committee and the Compensation and Human Capital Committee are composed solely of directors who meet additional, heightened independence standards applicable to members of these committees under the NYSE listing standards and rules of the Securities and Exchange Commission (“SEC”).

The following table identifies the current membership of the committees and states the number of committee meetings held during 2025.

Director	Audit	Compensation and Human Capital	Nominating and Corporate Governance
Emma S. Battle		Chair	✔
Daniel W. Campbell	✔	✔
Laura Nathanson		✔	Chair
Thomas R. Pisano	✔	✔
James M. Winett⁽¹⁾	✔		✔
Edwina Woodbury	Chair		✔
Mark A. Zorko⁽¹⁾		✔	✔

2025 Meetings	9	7	4

(1)	Prior to an annual review of our committees’ membership in March 2026, Mr. Winett served on the Compensation and Human Capital Committee and Mr. Zorko served on the Audit Committee.

The Board has adopted a written charter for each of the committees, which are available in the “Governance” section of our Investor Relations website at ir.nuskin.com.

Audit Committee

The Audit Committee’s responsibilities include, among other things:

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Selecting our independent auditor;

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Overseeing the performance of our internal audit function and independent auditor;

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Reviewing the activities and the reports of our independent auditor;

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Approving in advance the audit and non-audit services provided by our independent auditor;

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Reviewing our quarterly and annual financial statements and our significant accounting policies, practices and procedures;

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Reviewing the adequacy of our internal controls and internal auditing methods and procedures;

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Overseeing our compliance with legal and regulatory requirements;

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Overseeing our risk assessment and risk management programs and plans related to our major financial risk exposures; operational risks related to information systems, information security and privacy; and public disclosure and investor-related risks; and

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Conferring with the chairs of the Nominating and Corporate Governance Committee and Compensation and Human Capital Committee regarding their respective oversight of our risk assessment and risk management programs and our related guidelines and policies.

The Board has determined that Ms. Woodbury and Messrs. Campbell and Zorko are audit committee financial experts as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

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Compensation and Human Capital Committee

The Compensation and Human Capital Committee’s responsibilities include, among other things:

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Establishing and administering our executive compensation strategy, policies and practices;

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Reviewing and approving corporate goals and objectives relevant to the compensation to be paid to our CEO, Executive Chairman of the Board and other executive officers, evaluating the performance of these individuals in light of those goals and objectives, and determining and approving the forms and levels of compensation based on this evaluation;

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Administering our equity incentive plans;

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Overseeing our risk assessment and risk management programs and plans related to our compensation practices and human resources;

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Overseeing the reporting of executive compensation information in accordance with applicable rules and regulations;

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Overseeing our human capital management, including policies and strategies regarding recruiting, career development and progression, and inclusion practices; and

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Overseeing the administration and maintenance of our broad-based retirement and non-qualified deferred compensation benefit plans to the extent such functions have not been delegated to a management-level committee.

Pursuant to its charter, the Compensation and Human Capital Committee may delegate its authority to a subcommittee or subcommittees and may delegate authority to the CEO and Chairman of the Board to approve the level of incentive awards to be granted to specific non-executive officers, employees or other grantees subject to such limitations as may be established by the Compensation and Human Capital Committee. For a discussion of the processes and procedures for determining executive and director compensation and the role of compensation consultants in determining or recommending the amount or form of compensation, see “Executive Compensation: Compensation Discussion and Analysis” and “Director Compensation.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s responsibilities include, among other things:

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Making recommendations to the Board of Directors about the size and membership criteria of the Board or any committee thereof;

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Identifying and recommending candidates for the Board and committee membership, including evaluating director nominations received from stockholders;

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Annually reviewing CEO succession planning as well as succession planning and management development for other executive officer positions;

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Leading the process of identifying and screening candidates for a new CEO when necessary, and evaluating the performance of the CEO and Executive Chairman;

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Making recommendations to the Board regarding changes in compensation of non-employee directors and overseeing the evaluation of the Board and management;

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Developing and recommending to the Board a set of corporate governance guidelines and reviewing such guidelines at least annually;

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Overseeing our risk assessment and risk management programs and plans related to our corporate governance risks, operational risks not assigned to the Audit Committee, and reputational risks; and

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Overseeing our plans and practices related to sustainability, including social, climate and environmental matters.

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Board and Committee Evaluations

Our Board believes that a strong and constructive evaluation process is an important component of good corporate governance and helps to promote Board effectiveness. Our annual evaluation process, which is led by our Nominating and Corporate Governance Committee, focuses on both the Board and the Board committees.

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