NU SKIN ENTERPRISES, INC.
For the period ended May 28, 2026. Filed Apr 3, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2026 · Filed Apr 3, 2026
Contents
Process for Determining Compensation
Role of Compensation and Human Capital Committee and Chief Executive Officer
The Committee is responsible for establishing and administering our executive compensation program. The Committee participates in the performance evaluation process of the Chairman and of the CEO, which process is led by the Nominating and Corporate Governance Committee. The Committee is then responsible for setting their compensation. The CEO, with oversight by the Nominating and Corporate Governance Committee, is responsible for evaluating the performance of the other executive officers and then making recommendations to the Committee with regard to the compensation packages for these officers. The Committee reviews any such recommendations and has the authority to approve, revise or reject such recommendations.
Role of Compensation Consultant
The Committee has retained the services of Semler Brossy as its independent compensation consultant to assist in the review of our executive compensation program, to provide compensation data and alternatives to the Committee, and to provide advice to the Committee as requested, including limited advice regarding employee equity grants and the compensation programs of our subsidiary companies when requested by the Committee. The Committee utilizes the compensation data and alternatives provided by the compensation consultant to analyze compensation decisions in light of current market rates and practices. During 2025, Semler Brossy did not perform any work for us outside of the services performed for the Committee and for the Nominating and Corporate Governance Committee with respect to director compensation.
The Committee annually reviews the independence of its compensation consultant in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has concluded that Semler Brossy is independent from the company and has no conflicts of interest related to its engagement by the Committee.
In addition, during 2024–2026, management retained the services of Meridian Compensation Partners to advise and assist management and the Committee on equity plan matters, including the terms of our 2024 Omnibus Incentive Plan and its amendments, including the amendment of that plan that is described in this proxy statement.
Use of Competitive Data
The Committee uses peer group information in making compensation decisions. The Committee compares compensation proposals to the compensation practices of a peer group of publicly-traded companies that compete with us broadly in the consumer products industry and are similar in size to us by revenue and market capitalization. The Committee also places an emphasis on companies with a focus on connected devices and those that are in a similar talent market.
The peer group was used in making compensation decisions for 2025, and it consists of the following companies:
| − Bed Bath & Beyond, Inc. | − Prestige Consumer Healthcare Inc. |
|---|---|
| − Cricut, Inc. | − Sally Beauty Holdings, Inc. |
| − Edgewell Personal Care Company | − Sensient Technologies Corporation |
| − The Hain Celestial Group, Inc. | − Sonos, Inc. |
| − Helen of Troy Limited | − Spectrum Brands Holdings, Inc. |
| − Herbalife Ltd. | − USANA Health Sciences, Inc. |
| − Olaplex Holdings, Inc. | |
In July 2025, the Committee reviewed the peer group and determined that no changes were necessary; as a result, the above peer group was again used in making compensation decisions for 2026.
Mix of Compensation
When the Committee reviews an executive officer’s compensation, it does not use a specific formula or allocation target to establish the level or mix of total compensation. Rather, it exercises judgment in determining a compensation package that is appropriate to accomplish our compensation objectives under the circumstances applicable to the executive officer. The Committee also reviews the relative mix of compensation provided by other companies in our peer group for context and tries to ensure each component is competitive. Historically, we have tied a substantial amount of compensation to corporate performance under our cash incentive plan and equity incentive plan.
The Committee also reviews each executive officer’s total compensation as a market check against the total compensation of executive officers in our peer group. This total compensation review focuses on base salary, cash bonuses, and valuation of equity grants using grant date valuations. The Committee periodically reviews perquisites and retirement benefits to confirm that they remain relatively consistent with the value of perquisites and retirement benefits provided by our peer companies.
Risks Arising From Compensation Policies and Practices
In establishing and reviewing the components of compensation, the Committee considers potential risks associated with such components. In addition, our management conducted a review of our compensation policies and practices for employees and concluded that risks arising from such compensation policies and practices, as they relate to risk management practices and risk-taking incentives, are not reasonably likely to have a material adverse effect on us.
In reaching this conclusion, our management considered the following factors:
| − | Our compensation programs are market driven and balance short-term incentives with significant long-term incentives. These awards are capped with maximum payout amounts to avoid encouraging excessive risks. |
| − | Performance-contingent awards provide additional long-term incentives to our key employees and executive officers. In addition, our equity retention guidelines help to ensure that a portion of our executives’ equity incentives remains tied to our long-term performance. |
| − | Our incentive compensation program is based on earnings per share, revenue, profitability, strategic goals aligned to business objectives, and stock price, all of which are important measures of performance. By using multiple goals, our program avoids the risk of focusing on a single goal and ignoring other important metrics. |
| − | The goals and targets in our incentive compensation program are carefully calibrated to ensure they are challenging yet reachable to avoid excessive risk taking. |
| − | We do not allow engagement in speculative trading or hedging. Our policies prohibit all of our directors and employees, including executive officers, from holding our stock in an account in which any securities of any company are held on margin and from engaging in speculative transactions in our stock, including short sales, options or hedging transactions. Our directors and employees, including executive officers, also are prohibited from pledging their securities in our company. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.