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
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Battle has served since 2021 and her full tenure overlaps with Nu Skin's catastrophic stock decline of 79% over three years versus the consumer staples sector ETF (XLP) which gained 18%, a gap of roughly 97 percentage points — far exceeding the 30-point threshold that triggers an against vote; the five-year record is equally poor, providing no mitigating relief.
Mr. Campbell has been a director since 1997 and his lengthy tenure fully encompasses Nu Skin's severe three-year underperformance of roughly 97 percentage points below the XLP consumer staples sector ETF; the five-year record is equally poor, so no mitigating relief applies.
Mr. Lund is the company's founder and Executive Chairman and has served continuously since 1996, meaning his tenure fully covers Nu Skin's devastating three-year price decline of 79% against a sector ETF (XLP) that gained 18% — a gap of roughly 97 percentage points well above the 30-point threshold; the five-year picture is equally poor, so no long-term track record mitigant applies.
Mr. Napierski serves as both CEO and director and has been on the board since 2021, fully overlapping with Nu Skin's three-year stock collapse of 79% versus the XLP consumer staples sector ETF which gained 18%, a gap of roughly 97 percentage points; as an executive director he is subject to the same TSR trigger as all other directors, and the five-year record provides no relief.
Ms. Nathanson joined the board in 2019 and her tenure fully encompasses the three-year period during which Nu Skin's stock fell 79% while the XLP consumer staples sector ETF rose 18%, a shortfall of roughly 97 percentage points; the five-year track record is equally poor, so no mitigating adjustment is warranted.
Mr. Pisano has served since 2008 and his long tenure fully covers Nu Skin's severe three-year underperformance of roughly 97 percentage points below the XLP consumer staples sector ETF; the five-year record offers no relief, supporting an against vote.
Ms. Woodbury has served since 2015 and her tenure fully overlaps with Nu Skin's three-year stock decline of 79% against the XLP consumer staples sector ETF which gained 18%, a gap of roughly 97 percentage points; the five-year record is equally poor, so no long-term track record mitigant is available.
For Analysis
Mr. Winett joined the board in 2025, which is within the 24-month new-director exemption under the voting policy, so the TSR underperformance trigger does not apply; no other disqualifying flags were identified.
Mr. Zorko joined the board in 2024, which is within the 24-month new-director exemption under the voting policy, so the TSR underperformance trigger does not apply; no other disqualifying flags were identified.
Nu Skin's stock has lost roughly 79% over three years while the consumer staples sector ETF (XLP) gained 18%, a gap of approximately 97 percentage points that far exceeds the 30-point threshold for companies with negative absolute returns. The five-year record is equally poor. As a result, all directors whose tenure meaningfully overlaps with the underperformance period are voted AGAINST. Two recently appointed directors — Mr. Winett (2025) and Mr. Zorko (2024) — fall within the 24-month new-director exemption and receive a FOR vote.
Say on Pay
✗ AGAINSTCEO
Ryan S. Napierski
Total Comp
N/A
Prior Support
97%%
Nu Skin's stock has fallen 79% over three years while the consumer staples sector ETF (XLP) gained 18%, meaning shareholders have experienced severe losses; despite this, CEO total compensation was approximately $5.97 million and the 2025 performance stock award tranche paid out at 200% of target — reflecting a pay-for-performance disconnect where incentive awards were earned at or above target while shareholders lost most of their investment. The company is now a $357 million market cap company, and a CEO pay package approaching $6 million is difficult to justify against that backdrop, especially given that the performance stock awards use an easily managed internal earnings metric (adjusted EPS) rather than relative total shareholder return, allowing maximum payouts even as the stock collapsed. While the company did cut base salaries and the cash bonus payout was only 22% of target in 2025, the outsized stock award grants and maximum performance payout on Tranche 1 are not aligned with shareholder experience over the measurement period.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include an auditor fee table or tenure disclosure, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed as firing; per policy, the absence of tenure data does not support an against vote, and PricewaterhouseCoopers is a Big 4 firm appropriate for Nu Skin's size and complexity.
Overall Assessment
The 2026 Nu Skin annual meeting presents a deeply troubled governance picture: the stock has lost approximately 79% over three years against a sector ETF (XLP) that gained 18%, triggering against votes for seven of nine director nominees (the two exceptions being directors appointed within the past 24 months who are exempt). The say-on-pay vote is also recommended against, as incentive pay — including a maximum payout on a 2025 performance stock award tranche — is misaligned with shareholder experience during a period of catastrophic stock decline; auditor ratification receives a FOR vote in the absence of fee data or confirmed tenure concerns.
Compensation Peer Group
2 companies disclosed in 2026 proxy filing