Item 2.02 Results of Operations and Financial Condition.
On February 10, 2021, Nu Skin Enterprises, Inc. (the "Company") issued a press
release announcing its financial results for the three-month and annual periods
ended December 31, 2020, and certain other information. A copy of the press
release is attached as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 2.02 and Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and shall not be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by specific
reference in such filing.
The press release furnished herewith as Exhibit 99.1 contains non-GAAP financial
measures. Management believes non-GAAP financial measures assist management and
investors in evaluating and comparing period-to-period results and projections
in a more meaningful and consistent manner.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c), (e)
On February 8, 2021, Ritch N. Wood, the Company's Chief Executive Officer,
informed the Company's Board of Directors (the "Board") that he will retire as
CEO effective September 1, 2021. He also provided notice that he will not stand
for re-election to the Board at the Company's 2021 Annual Meeting of
Stockholders. Following more than 30 years of service to the Company, including
4 years as CEO and 14 years as Chief Financial Officer, Mr. Wood believes that
the Company's strong position makes this an appropriate time for an orderly
transition in leadership. Mr. Wood has agreed to remain with the 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 Ryan S. Napierski as the Company's 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.
Mr. Napierski, 47, has been with the Company for more than 25 years. He has
served as the Company's President since 2017, and it is anticipated that he will
also continue in this role after he becomes CEO. 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 the Company's North Asia region
since 2014 and President of Nu Skin Japan since 2010. Mr. Napierski has
fulfilled multiple leadership positions since joining the 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.
On February 10, 2021, the Executive Compensation Committee of the Company's
Board 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 the Company. The
Executive Compensation 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 the 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. Mr.
Napierski does not have a family relationship with any of the Company's other
executive officers and directors. Other than as set forth herein, there are no
arrangements or understandings between Mr. Napierski and any other person
pursuant to which he was selected as CEO.
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During 2020, the Company paid employment compensation in excess of $120,000 to
one relative of Mr. Napierski. Cade Napierski, the brother of Mr. Napierski,
received approximately $689,000 in salary, bonuses, expatriate and repatriation
benefits and other compensation during 2020, as well as 1,507 restricted stock
units and 2,289 performance-based stock options. Cade Napierski continues to be
an employee of the Company, and as such, he also participates in the employee
benefit plans available generally to the Company's employees.
A copy of the press release issued by the Company on February 10, 2021 is
attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Nu Skin Enterprises' press release dated February 10, 2021, regarding
financial results for the three-month and annual periods ended December 31,
2020.
99.2 Nu Skin Enterprises' press release dated February 10, 2021, regarding CEO
transition.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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NU SKIN ENTERPRISES, INC. 
