Nu Skin Enterprises Inc

This proposal requests a non-binding advisory approval (a "say-on-pay" vote) of the company’s named executive officer compensation as disclosed in the proxy materials. Management is asking shareholders to approve the compensation framework because a substantial portion of pay is variable and tied to multi-year performance metrics (adjusted revenue, adjusted operating income, adjusted EPS and strategic goals) and equity awards intended to align executives’ interests with long-term stockholder value. The proxy describes reductions in base salary and adjustments to target bonus percentages in 2025 and emphasizes a pay-for-performance philosophy where annual cash incentives and PRSUs are tied to measurable financial and strategic objectives. The Board notes that the 2025 outcomes reflected partial achievement of strategic goals and mixed performance on financial metrics, and that previous say-on-pay voting (97% in favor in 2025) informed the Committee’s approach. Management argues the program supports recruitment, retention and performance alignment while incorporating governance features such as clawbacks, equity retention guidelines, and independent committee oversight. The vote is advisory only and non-binding, but the Board will consider the outcome in future compensation decisions. The Board recommends a vote FOR the proposal on the grounds that the program is structured to motivate executives to deliver long-term stockholder value while using multiple, complementary incentive measures and compensation governance safeguards.

This management proposal seeks shareholder approval to amend and restate the company’s 2024 Omnibus Incentive Plan to add 2,850,000 shares to the plan pool and to extend the plan term, driven by the Board’s assessment that the current share reserve is insufficient to support planned equity grants over the coming year. Management frames the proposal as essential to maintaining a competitive long-term incentive program that aligns executives and employees with stockholder interests via equity-based awards and supports recruitment and retention across levels of the organization. The filing explains the Committee’s methodology for setting the request — reviewing historical grant usage, projected hiring and promotion activity, award mix, potential stock price volatility, and institutional investor guidance — and quantifies the current overhang and the projected overhang if approved (10.5% today rising to 14.9% on approval). The Board emphasizes that without additional shares the company would be forced to substitute cash or other instruments for equity, which could increase cash compensation expense and undermine long-term alignment; conversely, the dilution impact is presented as reasonable and intended to cover roughly one year of expected grants. The Amended Plan retains multiple governance protections including a one-year minimum vesting policy (with limited exceptions and a 5% basket), no dividend equivalents prior to vesting, limits on non-employee director compensation, robust clawback provisions, prohibition on discounted options and repricing without stockholder approval, and restrictions on evergreen mechanisms. The Board and Compensation Committee recommend approval, asserting that the additional shares support pay-for-performance, promote long-term ownership, and are necessary to execute strategic initiatives and retain talent during a period of business transformation. Investors evaluating the proposal should weigh the expected dilution and overhang against the operational need to grant equity for retention and the presence of plan governance provisions that mitigate potential misalignment.