NU SKIN ENTERPRISES, INC. appointed new CEO

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.


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.