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"“Annual Meeting”) of Nu Skin Enterprises, Inc., a Delaware corporation, will be held at 11:00 a.m., Mountain Daylight Time, on May 11, 2017, at our corporate offices, 75 West Center Street, Provo, Utah 84601, forJune 2, 2021. At the Annual Meeting, you will be asked to consider and vote on the following purposes,matters, which are more fully described in the Proxy Statement:proxy statement:
| 1. | To elect the nine directors named in the |
| 2. | To hold an advisory vote |
| 3. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for |
| 4. | 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 16, 2017,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 in person.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‑prepaid envelope.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 in person.at the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 11, 2017: June 2, 2021:The proxy statement and annual report to stockholders are available at www.astproxyportal.com/ast/08684.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 Boardinformation provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. This proxy statement and form of Directors,proxy are first being sent or given to our stockholders on or about April 21, 2021.
| 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 |  |  |
| 1 | ||
| 1 | ||
| 3 | ||
| 10 | ||
| 11 | ||
| 14 | ||
| 15 | ||
| 16 | ||
| 18 | ||
| 22 | ||
| 23 | ||
| 29 | ||
| 31 | ||
| 45 | ||
| 45 | ||
| 45 | ||
| 47 | ||
| 49 | ||
| 49 | ||
| 50 | ||
| 51 | ||
| 52 | ||
| 54 | ||
| 55 | ||
| 56 | ||
| 56 | ||
The accompanying proxy is solicited on behalf of the Board of Directors of Nu Skin Enterprises, Inc. ("(“Nu Skin," "we," "us,"” “we,” “us,” or "the company"“the company”) for use at the Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) at our corporate offices, 75 West Center Street, Provo, Utah 84601, on May 11, 2017,June 2, 2021, at 11:00 a.m., Mountain Daylight Time, and at any adjournment or postponement thereof, forthereof. 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.
At the Annual Meeting, you will be asked to consider and vote on the following purposes,matters, which are more fully described in this Proxy Statement:proxy statement:
| 1. | To elect the nine directors named in |
| 2. | To hold an advisory vote |
| 3. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for |
| 4. | 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 21, 2021. 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 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.
VOTING PROVISIONS
Record Date; Shares Outstanding. Only stockholders of record at the close of business on April 5, 2021 are entitled to vote at the Annual Meeting. As of this record date, 50,134,073 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'Directors’ recommendations "FOR"“FOR” the election of each director nominee "FOR" Proposaland “FOR” Proposals 2 "1 YEAR" for Proposal 3 and "FOR" Proposal 4. 3. Although it is anticipated that each 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.
Revocability 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 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 Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee estimated to be approximately $20,000, plus reasonable out-of-pocket expenses.
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‑datedlater-dated proxy and delivering it to our Corporate Secretary, or by attendingvoting at the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself 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 if you wish to vote in personVoting at the Annual Meeting. 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 requiredable to presentpre-register. Upon pre-registering, you will receive a legal proxy from your broker, bank or other nominee. Directions to our Annual Meeting may be obtained by calling (801) 345-1000.confirmation email.
Entrance to the Annual Meeting. As of this record date, approximately 52,821,988 shares of our Class A Common Stock were issued and outstanding. Each outstanding share of Class A Common StockMeeting 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 entitled toavailable 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 vote on each matter submitted to a vote ofhour before the stockholders atmeeting. The pre-registration website will also include an email address for technical support.
Please note that recording the Annual Meeting.Meeting will not be permitted.
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"“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 empoweredpermitted to vote on a particular proposal)proposal without instructions from the beneficial owner and instructions are not given) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. However, broker non‑votesnon-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"“NYSE”), including Proposals 1 2 and 3.2.
Voting Standards and Effects. Pursuant to our Bylaws, for a director nominee to be elected or for a proposal 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 fourAnnual 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 meetingAnnual Meeting are as follows:
| − | Proposal 1. |
| − | Proposals 2 and |
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 MarchApril 1, 2017,2021, business experience and other qualifications of each of our nine director nominees, listed in alphabetical order.
independent directors. We are not aware of any family relationships among any of our directors, director nominees or executive officers. Our Certificate of Incorporation contains provisions eliminating or limiting the personal liability of directors
As previously disclosed, in February 2021, Ritch N. Wood notified our Board that he will step down as our Chief Executive Officer, effective September 1, 2021, and will therefore not stand for violations of a director's fiduciary dutyreelection to the extent permittedBoard at the Annual Meeting. Our Board extends gratitude to Mr. Wood for his many years of service to our company in several roles, including Chief Executive Officer, Chief Financial Officer and a member of our Board. Upon Mr. Wood's retirement, Mr. Napierski will become our Chief Executive Officer.
| Emma S. Battle | |
| Director nominee | |
Emma S. Battle, 60, 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 January 2021 and of Bassett Furniture Industries, Inc., a manufacturer and marketer of home furnishings listed on the Nasdaq Global Select Market, since October 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 newly established Take Your Seat initiative. Ms. Battle also devotes time to charitable and civic causes; since 2017 she has served as the President and Chief Executive Officer of Higher Ed Works, a charitable organization that supports public higher education in North Carolina, and she also serves on the boards of FPG Child Development Institute, Southeastern Wind Coalition, and Elon University's School of Business. She received a B.A. degree from Duke University and a 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 the Board believes will be valuable 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, the Board believes that her experience managing and consulting with smaller, entrepreneurial businesses will provide 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. |
| Daniel W. Campbell | |
| Director since 1997 | Lead Independent Director |
| Audit Committee | |
| Executive Compensation Committee | |
Daniel W. Campbell, 66, 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. |
| Andrew D. Lipman | |
| Director since 1999 | Executive Compensation Committee |
| Nominating and Corporate Governance Committee (Chair) | |
Andrew D. Lipman, 69, is a partner and head of the Telecommunications, Media and Technology Group at Morgan, Lewis & Bockius LLP, an international law firm that he joined in 2014. He previously held similar positions with Bingham McCutchen LLP from 2006 to 2014 and Swidler Berlin LLP from 1988 to 2006. From 2000 to 2013, Mr. Lipman served as a member of the board of directors of The Management Network Group, Inc., a telecommunications related consulting firm, and from 2005 to 2013, he served as a member of the board of directors of Sutron Corporation, a provider of hydrological and meteorological monitoring products. He received a B.A. degree from the University of Rochester and a J.D. degree from Stanford Law School. Mr. Lipman is a highly experienced senior lawyer and business advisor with over 40 years of experience dealing with international regulatory, technology and marketing issues in multiple countries. In addition, he has extensive experience in corporate governance and related legal and transactional issues. Mr. Lipman has worked closely with dozens of public companies, including service on the boards of a variety of companies in several industries. His experience also includes managing and implementing strategic initiatives and launching new products and markets globally in competitive industries. |
| Steven J. Lund | |
Director since 1996 (includes three-year leave of absence) | Executive Chairman of the Board |
Steven J. Lund, 67, 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 a founding stockholder of our company. Mr. Lund is a trustee of the Force for Good Foundation, a charitable organization that our company established in 1996 to help encourage and drive the philanthropic efforts of our company, its employees, its sales force and its customers 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 United States Direct Selling Association. A respected leader in his business, religious and civic communities, he currently serves as a general officer of The Church of Jesus Christ of Latter-day Saints and serves on this Church's Board of Education with oversight of its institutions of higher education, including Brigham Young University. He 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 nominee | |
Ryan S. Napierski, 47, has served as our company’s 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's degree in business administration from Duke University and a Master's degree in international business from Goethe Universitat in Germany. Mr. Napierski brings to the Board a strong expertise in direct sales, including through digital and social media platforms. With his service as our President, President of Global Sales and Operations, and 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; he currently serves as both Chairman of the United States Direct Selling Association and Chairman of the Advocacy Committee for the World Federation of Direct Selling Associations. |
| Laura Nathanson | |
| Director since 2019 | Executive Compensation Committee |
| Nominating and Corporate Governance Committee | |
| Thomas R. Pisano | |
| Audit Committee | |
| Executive Compensation Committee (Chair) | |
Thomas R. Pisano, 76, 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 a 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 50 countries. |
| 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 | |
Edwina D. Woodbury, 69, has been President and Chief Executive Officer of The Chapel Hill Press, Inc., a publishing services company, since 1999. Ms. Woodbury 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 on the board of directors at 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 at 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. |
———————————————
Each nominee was recommended by the Delaware General Corporation Law.Nominating and Corporate Governance Committee for election and has consented to being named in this proxy statement 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"“FOR” EACH OF THE NINE NOMINEES TO OUR BOARD OF DIRECTORS.
| − | Separate Chairman of the Board and |
| − | Lead Independent Director. Our independent directors have designated Mr. Campbell as Lead Independent Director. |
| − | Limitation on |
| − | Meetings of |
| − | Independent |
| − | Annual Board and |
Election of Directors
| − | Annual |
| − | Majority |
Stock-Related Matters
| − | ” |
| − | Hedging |
| − | Pledging |
The Board of Directors has determined that each of the current directors listed below is an "independent director"“independent director” under the listing standards of the NYSE.
| Daniel W. Campbell | Andrew D. Lipman | ||
| Thomas R. Pisano | Zheqing (Simon) Shen | Edwina D. Woodbury |
The Board also has determined that Emma S. Battle, who is a nominee not currently on the Board, will be an “independent director” under the listing standards of the NYSE if elected.
In assessing the independence of the directors, 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. For information about the Board's assessment of Mr. Shen's independence, see "Related Person Transactions."
We currently separate the roles of Chairman of the Board and Chief Executive Officer.CEO. However, the Board has not adopted a policy with regard to whether the same person should serve as both the Chairman of the Board and Chief Executive OfficerCEO or, if the roles are separate, whether the Chairman of the Board 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 of the Board and Chief Executive OfficerCEO is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions.
The Board has created the Lead Independent Director position to provide independent leadership of the Board'sBoard’s affairs on behalf of our stockholders and to promote open communication among the independent directors. Our Corporate Governance Guidelines provide that the Lead Independent Director (i) is designated by the non-management directors; (ii) consults with the Chairman of the Board and the Chief Executive OfficerCEO regarding agenda items for Board meetings; (iii) chairs executive sessions of the Board'sBoard’s independent directors; and (iv) performs such other duties as the Board deems appropriate.
Our Board of Directors has primary responsibility for risk oversight. Except with regard to certain strategically significant risks, the Board administers its risk oversight function through the Audit Committee, Nominating and Corporate Governance Committee and Executive Compensation Committee. The committee charters include the following subject-matter parameters for risk oversight:
| 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 | ||||
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 relatedplans. Management periodically reports to the following risk areas:
Board or applicable committee on our risks and the internal processes, practices and controls attendant to the risks. Following these reports by management, the Audit Committee:
Our Board directly oversees cyber and privacy-related risks and periodically receives reports from management on these risks. 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 they follow standardized cybersecurity frameworks, including CIS and NIST-CSF, in measuring our security risks. We also have implemented a training program: all employees receive annual training, which is translated into multiple languages, and employees in elevated roles participate in more-frequent monthly training sessions. We also conduct unannounced phishing simulation exercises to help our employees remain vigilant against cybersecurity threats.
Our Board’s committees engage with our senior management and head of Human Resources regarding human capital management on a regular basis. Working with management, our Board’s committees oversee and receive reports on matters including culture, compensation, benefits, key talent succession planning, employee engagement, and diversity, equity and inclusion. Each year, our management also reports to the AuditExecutive Compensation Committee regardingon management’s annual assessment of risks related to our compensation policies and practices. In addition, our Nominating and Corporate Governance Committee conducts annual performance reviews for our key executive officers, and these performance reviews include their respective risk oversight responsibilities.performance on human capital management initiatives.
All employees are responsible for upholding the Nu Skin Code of Conduct and for striving to perpetuate the Nu Skin Way, our global culture aspiration, which includes the following principles:
− A force for good − Accountable and empowered − Bold innovators − Customer obsessed | − Direct and decisive − Exceptional − Fast speed − One global team |
The Nu Skin Way forms the foundation of our human capital strategy and objectives. The three primary objectives of our human capital strategy are:
| 1. | Support the transformation of our business and culture to align with our business strategies and the Nu Skin Way; |
| 2. | Leverage global diversity and build inclusion; and |
| 3. | Simplify the employee experience through global alignment and optimization. |
To measure our progress in achieving these objectives, we conduct a quarterly global employee survey, which also gathers employee feedback for purposes of designing our talent programs, rewards and benefits. Averaging an approximately 90% response rate during 2020, this survey generates valuable information for us to analyze and to act upon when appropriate. This survey yielded more than 60,000 data points each quarter, consisting of employee responses to each survey question. We also conducted focus groups with our employees to gather their feedback on the employee experience, including diversity, equity and inclusion matters.
We regularly review our employees' feedback to better align our human capital initiatives to the needs of our employees. For example, after receiving employee feedback that pointed toward a need to establish a more comprehensive diversity, equity and inclusion strategy, we hired a global head of diversity and inclusion and began conducting a periodic "Listen and Learn" series of employee panels to bring our workforce into a more inclusive experience. These and other diversity-related initiatives have helped us to achieve employee engagement scores in the top quintile of global companies of a similar size.
Evidencing the success of our human capital management initiatives, in 2020 we were recognized by the Direct Selling News as one of the best places to work in direct selling, the fifth consecutive year we have received this honor.
Our Board and senior management are engaged in our sustainability initiatives, and we endeavor to integrate sustainability-related risks and opportunities into our business strategy and operations. Our sustainability team reports annually to our Board and quarterly to our senior management. Focusing on three key areas—product, planet and people—some of our sustainability initiatives are as follows:
− | 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 |
Our 2020 sustainability accomplishments include the following:
| − | Completing our previously announced goal of assessing, scoring and improving the environmental impact score of our top 20 products, as identified when we set this goal during 2019, saving an estimated 16.5 tons of paper and 21 tons of plastic during 2020; |
| − | Offering new bottles for our Nutricentials® line made from 100% post-consumer recycled plastic and tubes made from approximately 34% post-consumer recycled plastic; |
| − | Reducing by 70% the packaging materials for our Epoch® Baobab Body Butter by switching the packaging from jars to an environmentally friendly tube; |
| − | Winning nine sustainability awards for clean beauty products, sustainable sales leader efforts, and waste and packaging reductions; and |
| − | Helping build the Utah Sustainable Business Coalition as a founding member. |
The Board of Directors held nineeight meetings during the fiscal year ended December 31, 2016.2020. Each incumbent director attended more than 75% of the total number ofBoard and respective committee meetings offor the Board that were held while they wereperiod in office and the total number of meetings of all committees of the Board on which they served during the period.2020. 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. All eight of our current directors who were in office at the time of our 20162020 annual meeting of stockholders attended that meeting.
At our 2020 annual meeting of stockholders, the proposal to re-elect Mr. Shen to our Board was approved by 68% of the votes cast "for" and "against." We understand that many of the "against" votes were due to Mr. Shen's 2019 Board and committee meeting attendance being 73%, which is below the 75% threshold required by many of our investors' voting policies. Mr. Shen lives in Hong Kong, and although he attended all regularly scheduled meetings during 2019, he was unable to attend three special meetings that had not been on the planned meeting calendar set out for 2019 Board service. In all three cases, time zone differences and prior commitments prevented him from attending.
Our Board agrees that attendance is important. In response to the vote at our 2020 annual meeting, our Board took action to ensure it could serve the best interests of our stockholders, uphold its high standards of director responsibility and address the underlying reasons for the 2020 election result. In particular, our Board and committees have made it a higher priority to schedule meetings at times that are more compatible with the Hong Kong time zone, and have actually scheduled an increased proportion of meetings at such times. Mr. Shen informed us during 2020 that he plans to have at least 75% attendance going forward, and his 2020 attendance and 2021 attendance to date have exceeded that level.
Our Board continues to view Mr. Shen as a strong and valuable Board member. His knowledge of Mainland China, our largest market, and his depth of experience with financial and investment matters are very beneficial to the Board. In nominating Mr. Shen for re-election at our Annual Meeting, our Board specifically considered Mr. Shen's attendance and the 2020 election results and determined that re-nominating him is in the best interests of our stockholders due to the value he adds to the Board.
We have standing Audit, Executive Compensation, 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 Executive Compensation Committee are composed solely of directors who meet additional, heightened independence standards applicable to members of audit committees and compensationthese committees under the NYSE listing standards and rules of the Securities and Exchange Commission's rules.Commission ("SEC").
The following table identifies the current membership of the committees and states the number of committee meetings held during 2016.
| Director | Audit | Executive Compensation | Nominating and Corporate Governance |
| Nevin N. Andersen | ✓ | ✓ | |
| Daniel W. Campbell | ✓ | ✓ | |
| Andrew D. Lipman | ✓ | Chair | |
| Neil H. Offen | ✓ | ✓ | |
| Thomas R. Pisano | ✓ | Chair | |
| Edwina Woodbury | Chair | ✓ | |
| Number of Meetings in 2016 | 10 | 11 | 11 |
2020.
| 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 |
The Board has adopted a written charter for each of the committees, which are available in the "Corporate Governance"“Corporate Governance” section of our Investor Relations website at nuskinenterprises.com.ir.nuskin.com.
Audit Committee
The Audit Committee'sCommittee’s responsibilities include, among other things:
| Selecting our independent auditor; |
| − | Overseeing the performance of our internal audit function and independent auditor; |
| Reviewing the activities and the reports of our independent auditor; |
| Approving in advance the audit and non-audit services provided by our independent auditor; |
| Reviewing our quarterly and annual financial statements and our significant accounting policies, practices and procedures; |
| Reviewing the adequacy of our internal controls and internal auditing methods and procedures; |
| Overseeing our compliance with legal and regulatory requirements; |
| Overseeing our risk assessment and risk management programs and plans related to our major financial risk exposures, operational risks related to information systems and facilities, and public disclosure and investor related risks; and |
| Conferring with the chairs of the Nominating and Corporate Governance Committee and Executive Compensation Committee regarding their respective oversight of our risk assessment and risk management programs and our related guidelines and policies. |
The Board has determined that Messrs. AndersenMs. Woodbury and Mr. Campbell and Ms. Woodbury are Audit Committee financial experts as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission.SEC.
Executive Compensation Committee
The Executive Compensation Committee'sCommittee’s responsibilities include, among other things:
| Establishing and administering our executive compensation strategy, policies and practices; |
| Reviewing and approving corporate goals and objectives relevant to the compensation to be paid to our |
| − | Overseeing the reporting of executive compensation information in accordance with applicable rules and regulations. |
Pursuant to its charter, the Executive Compensation Committee may delegate its authority to a subcommittee or subcommittees and may delegate authority to the Chief Executive OfficerCEO 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 Executive Compensation 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 "Compensation“Executive Compensation: Compensation Discussion and Analysis"Analysis” and "Director“Director Compensation."”
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee'sCommittee’s responsibilities include, among other things:
| Making recommendations to the Board of Directors about the size and membership criteria of the Board or any committee thereof; |
| Identifying and recommending candidates for the Board and committee membership, including evaluating director nominations received from stockholders; |
| − | Annually reviewing CEO succession planning as well as succession planning and management development for other executive officer positions; |
| Leading the process of identifying and screening candidates for a new |
| Making recommendations to the Board regarding changes in compensation of non-employee directors and overseeing the evaluation of the Board and management; |
| Developing and recommending to the Board a set of corporate governance guidelines and reviewing such guidelines at least annually; |
| Overseeing our risk assessment and risk management programs and plans related to our corporate governance risks, operational risks not assigned to the Audit Committee, compliance and regulatory risks, and reputational risks; and |
| Overseeing our regulatory, legal and compliance obligations in the foreign countries in which we operate, as well as individual compliance |
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.
The Nominating and Corporate Governance Committee reviews the format of our evaluation process each year to ensure that it remains robust and relevant. In 2020, we used a third-party facilitator to assist in conducting the evaluation in order to receive fresh perspectives on Board effectiveness and corporate governance practices and to encourage candor in the evaluation process. The facilitator collected feedback from each director and then led a discussion at an in-person meeting.
None of the directors who served on the Executive Compensation Committee during 20162020 was:
| A current or former officer or employee of our company; |
| A participant during |
| An executive officer of another entity at which one of our executive officers served during |
As indicated above, the Nominating and Corporate Governance Committee of the Board of Directors oversees the director nomination process. This committee is responsible for identifying and evaluating candidates for membership on the Board and recommending to the Board nominees to stand for election.
Minimum Criteria for Members of the BoardBoard.. Each candidate to serve on the Board must possess the highest personal and professional ethics, integrity and values, and be committed to serving the long‑termlong-term interests of our stockholders. In addition, our Corporate Governance Guidelines require that, to be nominated for re-election to our Board, an incumbent director must tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote for director election at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may consider such other factors as it may deem appropriate, which may include, without limitation, professional experience,experience; diversity of backgrounds, skills and experience at policy‑makingpolicy-making levels in business, government, financial, and other areas relevant to our global operations,operations; experience and history with our company,company; and stock ownership.
We do not have a formal policy with regard toregarding the consideration of diversity in identifying Board nominees, but thenominees. However, our Board and our Nominating and Corporate Governance Committee strivesbelieve that diversity is an important consideration in Board composition, as men and women of different skills, areas of expertise and experience, races, and ethnic backgrounds can contribute different and useful perspectives to nominate individuals with a variety of complementary skills so that,help the Board, as a group, the Board will possess the appropriate talent, skills and expertise to more effectively oversee our business.
Process for Identifying, Evaluating and Recommending CandidatesCandidates.. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders if properly submitted to the committee. Stockholders wishing to recommend candidates should do so in writing to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. The committee may also consider candidates proposed by current directors, management, employees and others. All such candidates who, after evaluation, are then recommended by the Nominating and Corporate Governance Committee and approved by the Board will be included in our recommended slate of director nominees in our proxy statement.
Procedures for Stockholders to Nominate Director Candidates at our Annual MeetingsMeetings.. Stockholders of record may also nominate director candidates for our annual meetings of stockholders by following the procedures set forth in our Bylaws. Please refer to the section below titled "Stockholder“Stockholder Proposals for 20182022 Annual Meeting"Meeting” for further information.
Stockholders or other interested parties wishing to communicate with the Board of Directors, the non‑non-management directors as a group, the Lead Independent Director or any other individual director may do so in writing by addressing the correspondence to that individual or group, c/o Corporate Secretary, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. All such communications will be initially received and processed by our Corporate Secretary. Accounting, audit, internal accounting controls and other financial matters will be referred to our Audit Committee chair. Other matters will be referred to the Board, the non‑managementnon-management directors, or individual directors as appropriate.
We have adopted the following:
| − | Code of Investor Relations website at ir.nuskin.com. |
| − | Corporate Governance |
Our Board of Directors periodically reviews director compensation. The Nominating and Corporate Governance Committee is responsible for evaluating director compensation from time to time, and recommending any adjustmentswhen it determines that adjustments are appropriate.appropriate, it recommends them to the Board of Directors for its consideration. The Nominating and Corporate Governance Committee has retained the services of Frederic W. Cook & Co.Semler Brossy Consulting Group LLC as its independent compensation consultant to assist in the review of our director compensation program, to provide compensation data and alternatives, and to provide advice as requested. For additional information regarding our independent compensation consultant, see "Compensation“Executive Compensation: Compensation Discussion and Analysis—UseRole of Compensation Consultant and Competitive Data."Consultant.”
The following table summarizes our non-employee director compensation program, which applies to each director who did notbesides Messrs. Lund and Wood because they receive compensation as an executive officer or employeeofficers of our company or our affiliates received an annual retainer fee of $50,000, with Mr. Shen's retainer fee being pro-rated forcompany. The table shows the time he participated on our Board. These directors also received a fee of $1,500 for each meeting ofprogram as in effect during 2020 and the Board or any committee meeting thereof attended and an additional fee of $1,000 for each committee meeting attended if such director waschanges that were approved in early 2021 following the chair of that committee. The Lead Independent Director, the Audit Committee chair and all other committee chairs received additional annual retainer fees of $20,000, $15,000 and $10,000, respectively, for their service in those positions. Because the chairsreview of our Audit Committeedirector compensation program and Executive Compensation Committee rotated during 2016,will take effect as of June 1, 2021. The increases in retainers for leadership positions aim to more closely align with market practice. The increase in the outgoing and incoming chairs received pro-ratedannual equity award aims to better compensate the directors for an increased workload, particularly at the committee chair retainer fees for the time they served as committee chairs. level, in a manner that maintains alignment with stockholder interests.
| 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 |
| (1) | The Board can approve meeting fees for participation in a special committee or other extraordinary circumstances. |
In addition, we may compensate a director $1,500 per day for corporate events or travel that we require, and we may reimburse directors for certain expenses incurred in attending Board and committee meetings and other corporate events. We also may provide company products to our directors for their use.
Pursuant to the terms of our SecondThird Amended and Restated 2010 Omnibus Incentive Plan, the total compensation, including all cash compensation as well asand the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards under the Plan provided to any non-employee director during any single calendar year cannot exceed $750,000.
Director Compensation Table – 20162020
The table below summarizes the compensation earned by or paid to each of our directors in 20162020 except Mr. Hunt,Wood, whose compensation is reported in the executive compensation tables. Mr. HuntWood serves as a director, but as a company employee he receives no compensation for his services as a director.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) |
| Nevin N. Andersen | 138,500 | 49,169 | 71,200 | 15,468 | 274,337 |
| Daniel W. Campbell | 149,333 | 49,169 | 71,200 | 21,491 | 291,194 |
| Andrew D. Lipman | 131,000 | 49,169 | 71,200 | 11,311 | 262,680 |
| Neil H. Offen | 107,000 | 49,169 | 71,200 | — | 227,369 |
| Thomas R. Pisano | 116,167 | 49,169 | 71,200 | 11,186 | 247,721 |
| Zheqing (Simon) Shen | 42,333 | 61,570 | 111,550 | — | 215,453 |
| Edwina D. Woodbury | 109,500 | 49,169 | 71,200 | — | 229,869 |
| Steven J. Lund | — | — | — | 741,081(3) | 741,081 |
| 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 |
| (1) | On |
The outstanding stock and option awards held at December 31, 20162020 by each of the listed individuals are as follows:
| Name | Stock Awards | Option Awards |
| Nevin N. Andersen | 1,297 | 50,100 |
| Daniel W. Campbell | 1,297 | 40,000 |
| Andrew D. Lipman | 1,297 | 60,100 |
| Neil H. Offen | 1,297 | 30,000 |
| Thomas R. Pisano | 1,297 | 30,000 |
| Zheqing (Simon) Shen | 1,000 | 5,000 |
| Edwina D. Woodbury | 1,297 | 10,000 |
| Steven J. Lund | — | 50,000 |
| 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 | — | — |
| (2) | This column reports our incremental cost for providing |
| (3) | Consists of Mr. |
Our Compensation Discussion and Analysis (“CD&A”) describes our executive compensation programs and compensation decisions in 2020 for our named executive officers (“NEOs”), who for 2020 were:
| 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 |
2020 Business Performance Highlights
Amidst a challenging year, our revenue increased 7% in 2020 to $2.58 billion, while earnings per share improved 17% to $3.63. Both our customer and sales leader numbers improved during the year, increasing 34% and 29%, respectively. These improvements came as a result of focusing on our growth strategy and capitalizing on opportunities available to us through our prior investments in product innovation, technology and manufacturing to build our customer base and empower our sales leaders. We experienced strong growth in our Americas/Pacific, EMEA and Manufacturing segments. Additionally, we strengthened our balance sheet, repurchased more than five million shares of stock and increased our dividend for the 19th consecutive year.
We continue to believe we have the correct strategy in place to drive sustained growth in our business. Our growth strategy remains focused on three key elements:
| − | Innovative Products. We are building on our history of offering innovative and effective products to our customers, highlighted by the recent success of our new ageLOC Boost™ device and Nutricentials Bioadaptive Skin Care™. We have a robust, multi-year roadmap for both beauty and wellness products and a new product personalization strategy, which we refer to as EmpowerMe. |
| − | Empowering Programs. With COVID-19 dramatically changing the way we live, work and interact, our talented sales force adopted our social commerce strategy by more efficiently and effectively connecting with consumers seeking innovative beauty and wellness products. Through our opportunity platform, our sales force can access hundreds of Nu Skin® personal care and Pharmanex® wellness products to meet their customers' personal needs, and we look forward to expanding this model across the world. |
| − | Digital Platform. We are focused on combining our new social commerce business model with the best of our traditional person-to-person model and expanding it into a socially enabled, digital-first affiliate business. Currently, more than 90% of our revenue flows from online transactions. We are rapidly leveraging technology to scale our business to grow our customers, and our efforts are paying off, as we reached more than 1.5 million active customers in 2020. |
Our business strategy and the successes we achieved in 2020 reflect management’s strong motivation to achieve revenue growth and expand our customer base.
COVID-19 Response
At Nu Skin, our mission is to empower people to improve lives everywhere. This commitment was more important than ever in 2020 as so many of our customers, employees and members of our sales force managed through the COVID-19 pandemic. To this end, we took the following actions to protect and empower our community:
| − | Customers. As always, all products are produced using our 6S Quality Assurance Process, which entails high standards for both safety and quality. In addition, we are conducting increased cleaning and sanitization procedures in our manufacturing and shipping facilities, while also screening employees before they enter our facilities. |
| − | Sales Force. With operations in approximately 50 markets, we have contributed to COVID-19 response efforts around the world and have provided regular guidance to our sales force with respect to applicable government-issued guidelines and recommendations. Many members of our sales force have kept in regular contact with their customers and teams through virtual tools, and we continue to support their ability to operate virtually with online ordering and direct shipping of products to end consumers. |
| − | Employees. We are fully committed to providing a safe and healthy work environment for our employees. Employees in the hardest-hit markets have been and still are working remotely where possible. For those employees who work in functions such as manufacturing and shipping who cannot work from home, we have strengthened guidelines and communications regarding hygiene practices and have added access to hand sanitizer stations throughout our facilities. In addition, we have implemented social-distancing practices within the workplace and increased cleaning and sanitization throughout our facilities. Finally, all non-essential employee travel has been suspended, and we are using digital resources to hold meetings and run the business. |
2021 CEO Transition
On February 8, 2021, Mr. Wood informed the Board of Directors that he will retire as CEO, effective September 1, 2021. Mr. Wood has agreed to remain with our company through early 2022 to support the leadership transition by providing advice, guidance and assistance following the conclusion of his service as CEO.
On February 9, 2021, the Board appointed Mr. Napierski as the CEO, effective upon Mr. Wood’s departure as CEO in September 2021. It is anticipated that Mr. Napierski will begin taking on additional responsibilities over the next several months in preparation for the leadership transition in September.
On February 10, 2021, the Executive Compensation Committee (the "Committee") determined that Mr. Wood will continue with his current salary of $1,000,000 and target bonus percentage of 110% of salary until he steps down as CEO, at which time his annual salary will decrease to $550,000 and his target bonus percentage will be 60% for the remainder of his time with Nu Skin. The Committee also approved the grant of restricted stock units to Mr. Wood having a grant value of approximately $1,167,000 (approximately one-third of the value of his typical award), reflecting his one remaining year of service to our company. These restricted stock units will vest in full on February 15, 2022.
Mr. Napierski’s compensation as CEO will be determined at a later date. There are no arrangements or understandings between Mr. Napierski and any other person pursuant to which he was selected as CEO.
Our Commitment to Pay for Performance
The primary objectives of our executive compensation program are to successfully recruit, motivate and retain experienced and talented executives, provide competitive compensation arrangements that areare:
| 1. | To successfully recruit, motivate and retain experienced and talented executives; and |
| 2. | To ensure pay for performance through incentives that |
a. Are tied to corporate and individual performance, align
b. Align the financial interests of our executives with those of our stockholders and drive
c. Drive superior stockholder value.
The program, which is administered by the Executive Compensation Committee, (the "Committee"), is intended to align actual compensation payments to actual performance and to adjust upward during periods of strong performance and adjust downward when performance is short of expectations.
Our NEOs’ 2020 target compensation was divided into variable compensation (cash incentive bonus and equity awards) and fixed compensation (salary) as follows:
The following table describes the metrics upon which NEOs earn each component of variable compensation.
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. | |
Our financial results for 2020 met or exceeded the performance goals established at the beginning of the year, and our 2020 cash incentive bonuses and the first tranche of our 2020 performance-based stock option awards ("PSO awards") were earned above target. That said, the financial results for 2020 fell below threshold for the 2018 and 2019 performance-based stock option awards as such goals, at the time they were set, did not fully anticipate the impact of certain headwinds that our executive compensation program is onewe would face, including government and media scrutiny of several key factors that drove our strong revenuethe health products and earnings per share growth prior to 2014, and since the disruption to our businessdirect selling industries in Mainland China in January 2014, we believe that2019, our executive compensation program has helped to drive our recovery from that disruption by providing new performance incentives to recover. Our total stockholder return in 2016 was 30%, showing the turnaround taking effect after two years of decline. In addition, while our 2016 revenue of $2.21 billion was approximately $969 million lower than our 2013 revenue, approximately $380 million of this decline is due to the strengthening of the U.S. dollar since 2013, which we recognize is 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% |
| (1) | Contingent on 2020 adjusted revenue and adjusted operating income. |
| (2) | Represents the tranches of the respective three-year awards that were contingent on 2020 adjusted EPS, as determined at the time of grant. |
2020 Say-on-Pay Vote
At our 20162020 annual meeting of stockholders, approximately 99%98% of the votes cast were in favor of our executive compensation program. When designing our 20172021 executive compensation program, the Committee considered, among other things, the 20162020 voting results and other feedback we received from our stockholders, which were viewed as supportingsupportive of our pay philosophy and incentive framework.
We have a framework of strong corporate governance related to compensation, program consists of a variety of components, including base salary, cash incentive bonuses, equity awards, and retirement benefits. This compensation discussion and analysis is intended to provide greater visibility regarding:illustrated as follows:
| What We Don’t Do | ||
| ✔ | Link pay outcomes directly to company and share price performance in support of a pay for performance philosophy | ûNo hedging or pledging of Nu Skin shares ûNo excessive perquisites ûNo excise tax gross-ups for NEOs ûNo payment of current dividends on unvested equity ûNo 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 ✔ Engage an independent compensation consultant | ||
Stockholder Outreach
Objectives |
The primary objectives of our compensation program are to:
| Successfully recruit, motivate and retain experienced and talented executives; |
| Provide competitive compensation arrangements that are tied to corporate and individual |
| Align the financial interests of our executives with those of our stockholders; and |
| − | Drive superior stockholder value over the long-term. |
The Committee, in consultation with management and the Committee’s independent advisors, oversees the executive compensation and benefits program for the company’s NEOs. The compensation program is comprised of a combination of base salary, an annual cash incentive and equity incentives, each intended to support the above-noted objectives.
Component of Compensation Program | Objective |
2013 ($) | 2014 ($) | 2015 ($) | 2016 ($) | 2016 Growth (Decline) Over 2013 | 2016 Growth (Decline) Over 2015 | |
| Revenue | 3,176,718 | 2,569,495 | 2,247,047 | 2,207,797 | (31)% | (2)% |
| Earnings per share | 5.94 | 3.11 | 2.25 | 2.55 | (57)% | 13% |
| End-of-year stock price | 138.22 | 43.70 | 37.89 | 47.78 | (65)% | 26% |
2016 ($) | 2017 ($) | Decrease (%) | |
| Base Salary and Estimated Holiday Bonus | 1,204,167 | 935,000 | (22%) |
| Target Cash Incentive Bonus | 1,734,000 | 900,000 | (48%) |
| Equity Award Grant Value | 8,411,816 | 2,767,574 | (67%) |
| Target Total Direct Compensation | 11,349,983 | 4,602,574 | (59%) |
| 2016 | 2017 | ||||
Total Equity Awards ($) | Percentage Performance-Based | Total Equity Awards ($) | Percentage Performance-Based | ||
| Chief Executive Officer | 8,411,816 | 35% | 2,767,574 | 57% | |
| Ryan S. Napierski | 2,240,490 | 42% | 1,363,338 | 64% | |
| Joseph Y. Chang | 1,570,223 | 35% | 715,070 | 70% | |
| D. Matthew Dorny | 1,570,223 | 35% | 715,070 | 70% | |
| 13,792,752 | 36% | 5,561,052 | 62% | ||
Base Salary
− 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
We also provide retirement benefits in the form of a 401(k) plan and a deferred compensation plan, as well as limited perquisites and other personal benefits to executives that represent a small portion of their overall compensation.
For 2020, our NEOs’ target compensation consisted of the following components:
Base Salary
Base salaries are provided to reflect each NEO’s responsibilities, function, performance and competencies. In establishing and approving base salaries, the Committee considers various factors including:
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− | Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10‑K for the year ended December 31, |
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | |
| Edwina D. Woodbury, Chair | |
| Daniel W. Campbell | |
| Thomas R. Pisano |
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"“FOR” RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.2021.
Review and Approval of Related PersonRelated-Person Transactions
Our Audit Committee Charter requires that the Audit Committee review related personrelated-person transactions that are significant in size and relevant to an understanding of our financial statements, and approve or reject such transactions. The Charter further requires the Audit Committee to review the policies and procedures utilized by management for the implementation of such transactions. The Charter provides that the Committee has delegated the review and approval or rejection of related-person employment matters to the Executive Compensation Committee.
We have adopted a written policy and procedures with respect to related personrelated-person transactions, which include specific provisions for the approval of related personrelated-person transactions. Pursuant to this policy, related personrelated-person transactions include a transaction, arrangement or relationship in which we and certain enumerated related persons participate and the amount involved exceeds $25,000.
In the event that a related personrelated-person transaction is identified, it must be reviewed and approved or ratified by our Audit Committee. If it is impracticable for our Audit Committee to review the transaction, the transaction will be reviewed by the chair of our Audit Committee if the amount involved is less than $120,000, whereupon the chair of our Audit Committee will report to the Audit Committee the approval or disapproval of the transaction.
In reviewing and approving related personrelated-person transactions, the Audit Committee or its chair is required to consider all information that the Audit Committee or its chair believes to be reasonable in light of the circumstances. The Audit Committee or its chair, as the case may be, shall approve only those related personrelated-person transactions that are determined to be in, or not inconsistent with, our best interests and those of our stockholders, as the Audit Committee or its chair determines in good faith. No member of the Audit Committee shall participate in any review, consideration or approval of any related personrelated-person transaction with respect to which the member or any of his or her immediate family members has an interest.
Related-Person Transactions
Employee Family Members.During 2016,2020, we paid employment compensation in excess of $120,000 to one relative of each of Steve Lund, Ritch Wood, and one relative of Ryan Napierski. Ryan Wood, the brother of Ritch Wood, received approximately $168,500
| − | Eric Lund, the brother of Steve Lund, received approximately $144,000 in salary, bonuses |
| − | Ryan Wood, the brother of Ritch Wood, received approximately $404,000 in salary, bonuses and other compensation, 2,571 restricted stock units and 3,905 performance-based stock options. |
| − | Cade Napierski, the brother of Ryan Napierski, received approximately $689,000 in salary, bonuses, expatriate benefits (including an education and housing allowance and other benefits) and other compensation, 1,507 restricted stock units and 2,289 performance-based stock options. |
These three individuals also participated in the employee benefit plans available generally to our employees.
Contents
The following table sets forth certain information regarding the beneficial ownership of our Class A Common Stock as of March 7, 2017 by (i) each of our directors and director nominees, (ii) each of our executive officers whose name appears inApril 5, 2021, except where the Summary Compensation Table, and (iii) all of our executive officers and directors asfootnotes to the table indicate a group. The table also sets forth certain information regarding the beneficial ownership of our Class A Common Stock by Mark H. Lawrence, who has been appointed to become an executive officer as of March 27, 2017, and each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the outstanding shares of the Class A Common Stock, consisting of BlackRock, Inc. as of December 31, 2016 and The Vanguard Group as of January 31, 2017.different date. Unless otherwise indicated in the footnotes to the table, the stockholders listed have direct beneficial ownership and sole voting and investment power with respect to the shares beneficially owned. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 52,779,42250,134,073 shares of Class A Common Stock outstanding on March 7, 2017April 5, 2021 plus the number of shares of Class A Common Stock that such person or group had the right to acquire within 60 days after March 7, 2017.April 5, 2021.
Directors, Executive Officers, 5% Stockholders | Number of Shares(1) | Percent of Class | ||
| M. Truman Hunt | 1,026,015 | 1.9 | ||
Steven J. Lund(2) | 497,831 | * | ||
Ritch N. Wood(3) | 324,664 | * | ||
Joseph Y. Chang(4) | 276,032 | * | ||
D. Matthew Dorny(5) | 171,564 | * | ||
| Ryan S. Napierski | 129,522 | * | ||
Daniel W. Campbell(6) | 99,995 | * | ||
| Andrew D. Lipman | 96,190 | * | ||
| Thomas R. Pisano | 69,981 | * | ||
| Nevin N. Andersen | 61,481 | * | ||
| Neil H. Offen | 36,770 | * | ||
Edwina D. Woodbury(7) | 11,031 | * | ||
Zheqing (Simon) Shen(8) | 6,000 | * | ||
| All directors and executive officers as a group (13 persons) | 2,810,858 | 5.2 | ||
| Mark H. Lawrence | — | — | ||
BlackRock Inc.(9) | 5,940,882 | 11.3 | ||
The Vanguard Group(10) | 5,534,723 | 10.5 |
| Directors, Executive Officers, 5% Stockholders | Number of Shares(1) | Percent of Class |
Ritch N. Wood(2) | 635,127 | 1.3% |
| Ryan S. Napierski | 301,087 | * |
Joseph Y. Chang(3) | 300,334 | * |
Steven J. Lund(4) | 246,328 | * |
D. Matthew Dorny(5) | 189,612 | * |
Daniel W. Campbell(6) | 115,822 | * |
Andrew D. Lipman(7) | 92,747 | * |
| Mark H. Lawrence | 92,426 | * |
Thomas R. Pisano(8) | 65,968 | * |
| Zheqing (Simon) Shen | 16,987 | * |
Edwina D. Woodbury(9) | 14,518 | * |
| Laura Nathanson | 6,490 | * |
| All directors and executive officers as a group (12 persons) | 2,077,445 | 4.0% |
| Emma S. Battle | — | * |
BlackRock Inc.(10) | 5,271,188 | 10.5% |
The Vanguard Group(11) | 4,828,238 | 9.6% |
Wellington Management Group LLP(12) | 3,174,336 | 6.3% |
Renaissance Technologies LLC(13) | 2,723,596 | 5.4% |
| * | Less than 1% |
| (1) | Includes shares that the above individuals have the right to acquire within 60 days as follows: Mr. |
| Includes 2,000 shares that Mr. Wood jointly owns with family members. |
| (3) | Includes |
| (4) | Includes 240,692 shares held by a family limited liability company for which Mr. and Mrs. Lund serve as co-managers and share voting and investment power. Also includes 5,636 shares held indirectly by Mr. and Mrs. Lund as co-trustees with respect to which they share voting and investment power. |
| (5) | Includes |
| (6) | Includes |
| (7) | Includes 2,535 shares that Mr. Lipman jointly owns with his spouse and 15,400 shares that are held in a revocable trust for which Mr. Lipman and his spouse act as co-trustees and share voting and investment power. |
| (8) | Includes 47,356 shares that Mr. Pisano jointly owns with his spouse. |
| (9) | In addition to the shares reported in the table above, Ms. Woodbury has elected to defer receipt of an additional |
| Based on a Schedule 13G/A filed by |
| (12) | Based on a Schedule 13G/A filed by Wellington Management Group LLP and related entities with the SEC on February 4, 2021 and disclosing ownership information as of December 31, 2020. According to the Schedule 13G/A, Wellington Management Group LLP and related entities beneficially own shares as follows: |
| Entity | Shared Voting Power | Shared Dispositive Power | Aggregate Amount Beneficially Owned |
| Wellington Management Group LLP | 2,949,765 | 3,174,336 | 3,174,336 |
| Wellington Group Holdings LLP | 2,949,765 | 3,174,336 | 3,174,336 |
| Wellington Investment Advisors Holdings LLP | 2,949,765 | 3,174,336 | 3,174,336 |
| Wellington Management Company LLP | 2,883,774 | 3,037,912 | 3,037,912 |
The address of these entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
| (13) | Based on a Schedule 13G filed by Renaissance Technologies LLC and a related entity with the SEC on February 10, 2021 and disclosing ownership information as of November 12, 2020. According to the Schedule 13G, both Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, as the majority owner of Renaissance Technologies LLC, have sole voting power for 2,720,796 shares and sole dispositive power for 2,723,596 shares. The address of both entities is 800 Third Avenue, New York, New York 10022. |
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our Class A Common Stock ("Reporting Persons") to file reports with the Securities and Exchange CommissionSEC regarding their ownership of our Class A Common Stock and changes in that ownership. As a practical matter, the company assists its directors and executive officers by monitoring transactions and completing and filing Section 16(a) reports on their behalf. Based solely on a review of the reports filed for 2016during or with respect to 2020 and on written representations from our directors and executive officers, we believe that all required reports under Section 16(a) were filed on a timely basis.basis, except for (i) one late report for Ms. Woodbury related to one transaction; and (ii) one late report for Mr. Lipman related to four dividend reinvestment transactions that occurred during 2018 for a total of 35 shares.
In order for a stockholder proposal to be considered for inclusion in our proxy statement for our 20182022 annual meeting, the written proposal must be received at our principal executive offices no later than the close of business on November 28, 2017.December 22, 2021. Proposals should be addressed to: Corporate Secretary, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. Such proposals also will need to comply with the requirements contained in our Bylaws and Securities and Exchange CommissionSEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
Any stockholder proposal, including any stockholder proposaldirector nomination, that is not submitted for inclusion in our 20182022 proxy statement under Securities and Exchange CommissionSEC regulations, but is instead sought to be presented directly at our 20182022 annual meeting, must be received by the Corporate Secretary at the above address not less than 90 days prior to the one-year anniversary of the date on which we first mailed our proxy materials in connection with our 2016 annual meeting. Thus, since March 28, 2017 is specified as the date that this proxy statement is first sent or given to our stockholders, in order for any stockholder proposal submitted under these Bylaw provisions, including any director nomination, to be timely for our 2018 annual meeting, it must be received by us no later than December 28, 2017 (i.e., 90 days prior to March 28, 2018).January 21, 2022. However, if the date of our 20182022 annual meeting is changed by more than 30 days from the one-year anniversary of our 20172021 Annual Meeting, a stockholder'sstockholder’s notice must be received by our Corporate Secretary at the above address not later than the close of business on the later of (a) the 90th day before the 20182022 annual meeting or (b) the 10th day following the day on which public announcement of the date of such meeting is first made. In addition, if the number of directors to be elected is increased and there has been no public announcement naming all of the nominees for director or indicating the increase in the size of the Board at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with the preceding sentences, then with respect to nominees for any new positions created by such increase, the notice must be received by the Corporate Secretary at the above address no later than the close business on the 10th day following the day on which public announcement is first made by us. In addition, all notices must meet all information and other requirements contained in our Bylaws.
To obtain a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.candidates, a stockholder may contact our Corporate Secretary at our headquarters, 75 West Center Street, Provo, Utah 84601.
We may deliver a single notice of internet availability or set of proxy materials to an address shared by two or more of our stockholders. This delivery method, referred to as "householding,"“householding,” can result in significant cost savings for us. To take advantage of this opportunity, the company and banks and brokerage firms that hold your shares may deliver only one notice of internet availability or set of proxy materials to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The company will deliver promptly, upon written or oral request, a separate copy of the notice of internet availability or set of proxy materials to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate notice of internet availability or set of proxy materials, now or in the future, may obtain one, without charge, by addressing a request to Investor Relations, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601 or by calling (801) 345-1000. Stockholders of record sharing an address who are receiving multiple copies of these materials and wish to receive a single copy of such materials in the future should submit their request by contacting us in the same manner. If you are the beneficial owner, but not the record holder, of the company'scompany’s shares and wish to receive only one copy of the notice of internet availability or set of proxy materials in the future, you will need to contact your broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent the company'scompany’s current expectations and beliefs. All statements other than statements of historical fact are "forward-looking statements"“forward-looking statements” for purposes of federal and state securities laws and include, but are not limited to, statements of belief and statements of management'smanagement’s expectations regarding the company's strategies, initiatives and future management, as well as statements regarding future compensation decisions and performance. In some cases, you can identify these statements by forward-looking words such as "believe," "expect," "project," "anticipate," "appoint," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," "may," "might,"“believe,” “expect,” “anticipate,” “determine,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” “may,” “might,” the negative of these words and other similar words. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. These risks and uncertainties include, but are not limited to, political, legal, tax and regulatory uncertainties; any failure of current or planned initiatives or products to generate interest among the company’s sales force and customers and generate sponsoring and selling activities on a sustained basis; competitive pressures for personnel; and the possibility that management or the Executive Compensation Committee could decide not to follow the company'scompany’s compensation program as described in the Compensation Discussion and Analysis. The company'scompany’s performance and the forward-looking statements contained herein are further qualified by a detailed discussion of associated risks set forth in the documents filed by the company with the Securities and Exchange Commission.SEC. The forward-looking statements set forth the company'scompany’s beliefs as of the date that such information was first provided, and the company assumes no duty to update the forward-looking statements contained in this proxy statement to reflect any change except as required by law.
As of the date of this Proxy Statement,proxy statement, the Board of Directors knows of no other matters to be brought before the Annual Meeting. If you return your signed and completed proxy card or vote by telephone or on the internet and other matters are properly brought before the Annual Meeting or any adjournment or postponement thereof, the persons named in the enclosed proxy will have discretionary authority to vote for you on such matters in accordance with their best judgment, acting together or separately.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2020, as filed with the Securities and Exchange Commission, without exhibits, may be obtained by stockholders without charge by written request to Investor Relations, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. A copy of the Annual Report on Form 10-K is also available on our Investor Relations website nuskinenterprises.com.at ir.nuskin.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.
By Order of the Board of Directors,
STEVEN J. LUND
Chairman of the Board
Provo, Utah March 17, 2017
