NU SKIN ENTERPRISES INC CLASS A (NUS)
Sector: Consumer Staples
2026 Annual Meeting Analysis
NU SKIN ENTERPRISES INC CLASS A · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Battle has served since 2021, a period during which Nu Skin's stock fell roughly 79% over three years while the consumer staples sector ETF (XLP) gained about 19% — a gap of 98 percentage points that far exceeds the 30-point trigger; the five-year record is similarly poor, so there is no longer-term track record to mitigate the finding.
Mr. Campbell has served since 1997 and bears full accountability for the oversight period; Nu Skin's stock fell roughly 79% over three years against a sector ETF (XLP) gain of 19%, a gap of 98 percentage points well above the policy trigger, and the five-year record does not provide any mitigating improvement.
Mr. Lund is the company's founder and has served as Executive Chairman since 2012, giving him full accountability for the period in which Nu Skin's stock dropped about 79% over three years while the XLP sector ETF rose 19% — a 98-point gap that triggers a no vote — and the five-year record offers no mitigation.
As CEO and director since 2021, Mr. Napierski is directly accountable for company performance; Nu Skin's stock fell about 79% over the past three years while the XLP sector ETF gained 19%, a 98-point shortfall far exceeding the policy trigger, and the five-year record shows an even larger cumulative decline with no mitigating improvement.
Ms. Nathanson has served since 2019, overlapping fully with the three-year underperformance window; the 98-point gap between Nu Skin's roughly -79% stock return and the XLP sector ETF's +19% return over three years triggers a no vote, and the five-year record provides no mitigation.
Mr. Pisano has served since 2008 with full accountability for the oversight period; the 98-point gap between Nu Skin's three-year stock decline of roughly 79% and the XLP sector ETF's gain of 19% far exceeds the policy trigger, and the five-year record of approximately -83% versus the sector offers no mitigating improvement.
Ms. Woodbury has served since 2015 with full accountability for the oversight period; Nu Skin's stock lost about 79% over three years against a 19% gain for the XLP sector ETF — a 98-point gap that far exceeds the policy trigger — and the five-year record of roughly -83% versus the sector provides no mitigation.
For Analysis
Mr. Winett joined the board in 2025 and has served for less than 24 months, so he qualifies for the new-director exemption under the policy and cannot fairly be held accountable for underperformance that predates his tenure; no other disqualifying factors were identified.
Mr. Zorko joined the board in 2024 and has served for less than 24 months, qualifying for the new-director exemption under the policy; he cannot reasonably be held accountable for underperformance that substantially predates his appointment, and no other disqualifying factors were identified.
The TSR trigger fires for seven of the nine director nominees: Nu Skin's stock fell approximately 79% over the past three years while the consumer staples sector ETF (XLP — the applicable fallback benchmark, as no named peer group TSR data is available) gained about 19%, a gap of 98 percentage points that far exceeds the 30-point threshold for companies with negative absolute three-year returns; the five-year record (-83% vs. XLP) provides no mitigating improvement. Two recently appointed directors — Mr. Winett (joined 2025) and Mr. Zorko (joined 2024) — fall within the 24-month new-director exemption and receive a FOR vote.
Say on Pay
✓ FORCEO
Ryan S. Napierski
Total Comp
$5,965,206
Prior Support
97%%
The CEO's total reported compensation of approximately $5.97 million is within a reasonable range for the role given Nu Skin's current market cap of roughly $370 million and the company's cost-reduction actions in 2025, including salary cuts for all named executives and a reduction in the CEO's target bonus percentage. The pay program is heavily weighted toward variable pay — roughly 86% of the CEO's target compensation is at-risk through annual cash incentives and long-term equity awards — and the outcomes for 2025 reflect genuine downward adjustment, with cash bonuses paid at only 22% of target due to missed financial goals and the multi-year performance stock awards from 2023 paying out at zero. Prior-year shareholder support was 97%, indicating no outstanding concerns from investors, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm that is appropriate for a company of Nu Skin's size and complexity; the proxy does not disclose auditor tenure or fee data in the extracted text, so the tenure trigger and non-audit fee ratio test cannot be applied, and policy directs a FOR vote when data is unavailable rather than assuming a negative outcome.
Overall Assessment
The 2026 Nu Skin annual meeting presents four proposals: director elections, say-on-pay, an equity plan amendment, and auditor ratification. Seven of nine director nominees receive an AGAINST vote because Nu Skin's stock has declined approximately 79% over three years while the XLP consumer staples sector ETF gained 19% — a 98-point gap that far exceeds the policy trigger — with only the two most recently appointed directors (Winett and Zorko) exempt as new arrivals; the say-on-pay vote is FOR given a performance-responsive pay structure that delivered actual 2025 bonuses at just 22% of target, and auditor ratification is FOR pending unavailable fee and tenure data.
Compensation Peer Group
2 companies disclosed in 2026 proxy filing