NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF NU SKIN ENTERPRISES, INC.

1.

To elect the nine directors named in the attached proxy statement;

2.

To hold an advisory vote to approve our executive compensation;

3.

To hold an advisory vote on the frequency of future stockholder advisory votes on our executive compensation;

4.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023; and

5.

To transact such other business as may properly come before the Annual Meeting.

	By Order of the Board of Directors,
	STEVEN J. LUND
	Chairman of the Board
	Provo, Utah April 14, 2023

PROXY SUMMARY

Date:	June 7, 2023
Time:	11:00 a.m., Mountain Daylight Time
Location:	Nu Skin Corporate Offices, 75 West Center Street, Provo, Utah 84601
Record date:	April 10, 2023

Proposal		Board Recommendation	More Information
1.	Election of the nine directors named in this proxy statement	For each director nominee	Page 3
2.	Approval of our executive compensation*	For	Page 51
3.	Frequency of future stockholder advisory votes on our executive compensation*	1 year	Page 53
4.	Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023*	For	Page 54

PROXY STATEMENT

1.

To elect the nine directors named in this proxy statement;

2.

To hold an advisory vote to approve our executive compensation;

3.

To hold an advisory vote on the frequency of future stockholder advisory votes on our executive compensation;

4.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023; and

5.

To transact such other business as may properly come before the Annual Meeting.

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Proposal 1. If an incumbent director does not receive the required majority, the director shall resign pursuant to an irrevocable resignation that was required to be tendered prior to his or her nomination and effective upon (i) such person failing to receive the required majority vote and (ii) the Board’s acceptance of such resignation. Within 90 days after the date of the certification of the election results, the Board will determine whether to accept or reject the resignation or whether other action should be taken, and the Board will publicly disclose its decision.

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Proposals 2, 3 and 4. Proposals 2, 3 and 4 are stockholder advisory votes and will not be binding on the Board of Directors.

Emma S. Battle
Director since 2021	Compensation and Human Capital Committee (Chair) Nominating and Corporate Governance Committee
Emma S. Battle, 62, has served as the President and Chief Executive Officer of Market Vigor, LLC, a business services company focused on strategic consulting and digital and online marketing, since she founded the company in 2003. From 2015 to 2017, Ms. Battle was Vice President of Client Success at Windsor Circle, an e-commerce marketing company. Previously, she served in executive and senior marketing and sales roles at Three Ships Media, Red Hat, Art.com, 1 Sync and Sara Lee Branded Apparel (now known as Hanesbrands Inc.). Ms. Battle has served on the board of directors of Unifi, Inc., a global textile solutions provider listed on the NYSE, since January 2021 and of Bassett Furniture Industries, Inc., a manufacturer and marketer of home furnishings listed on the Nasdaq Global Select Market, since October 2020. From 2019 to 2020, she was on the board of directors of Primo Water Corporation, a provider of drinking water products that was listed on the Nasdaq Global Market until the company was acquired in 2020. Ms. Battle pursues continuing education through online classes and membership in professional organizations like Brentwood Advisory Group, and supports and collaborates with current and aspiring board directors through UNC’s Director Diversity Initiative, Onboard NC, Santa Clara University’s Black Corporate Board Readiness program and the Take Your Seat initiative. Ms. Battle also devotes time to charitable and civic causes; since 2017 she has served as the President and Chief Executive Officer of Higher Ed Works, a charitable organization that supports public higher education in North Carolina, and she also serves on the boards of FPG Child Development Institute and Elon University’s School of Business. She received a B.A. degree from Duke University and a M.B.A. degree from Harvard Business School. Ms. Battle is a successful businessperson with an extensive background in digital and online marketing, marketing analytics, and business and marketing strategy, which is valuable to the Board as we continue to build our digital business. She also brings to the Board her perspective from working with other large corporations and on other public company boards. In addition, Ms. Battle’s experience managing and consulting with smaller, entrepreneurial businesses provides a valuable perspective in managing our business in a manner that is effective for our independent sales force. The Board also values Ms. Battle’s commitment to sustainability and social responsibility, which are two areas of focus for our company and many stockholders.

Daniel W. Campbell
Director since 1997	Lead Independent Director Audit Committee Compensation and Human Capital Committee
Daniel W. Campbell, 68, has been a Managing General Partner of EsNet, Ltd., a privately held investment company, since 1994. He served on the Utah State Board of Regents for Higher Education from 2010 to 2019, having served as its Vice Chair from 2012 to 2014 and as Chair from 2014 to 2018. From 1992 to 1994, Mr. Campbell was the Senior Vice President and Chief Financial Officer of WordPerfect Corporation, a software company, and prior to that was a partner of Price Waterhouse LLP. He received a B.S. degree from Brigham Young University. Mr. Campbell is a recognized business leader with expertise in the areas of finance, accounting, transactions, corporate governance and management. He has served on the boards of several other private and public companies. In addition, through his experience as a partner of an international accounting firm, and later as Chief Financial Officer of a large technology company, Mr. Campbell has developed deep insight into the management, operations, finances and governance of public companies.

Andrew D. Lipman
Director since 1999	Audit Committee Nominating and Corporate Governance Committee
Andrew D. Lipman, 71, is a partner and head of the Telecommunications, Media and Technology Group at Morgan, Lewis & Bockius LLP, an international law firm that he joined in 2014. He previously held similar positions with Bingham McCutchen LLP from 2006 to 2014 and Swidler Berlin LLP from 1988 to 2006. From 2000 to 2013, Mr. Lipman served as a member of the board of directors of The Management Network Group, Inc., a telecommunications related consulting firm, and from 2005 to 2013, he served as a member of the board of directors of Sutron Corporation, a provider of hydrological and meteorological monitoring products. He received a B.A. degree from the University of Rochester and a J.D. degree from Stanford Law School. Mr. Lipman is a highly experienced senior lawyer and business advisor with over 40 years of experience dealing with international regulatory, technology and marketing issues in multiple countries. In addition, he has extensive experience in corporate governance and related legal and transactional issues. Mr. Lipman has worked closely with dozens of public companies, including service on the boards of a variety of companies in several industries. His experience also includes managing and implementing strategic initiatives and launching new products and markets globally in competitive industries.

Steven J. Lund
Director since 1996 (includes three-year leave of absence)	Executive Chairman of the Board
Steven J. Lund, 69, has served as the Chairman of the Board since 2012. Mr. Lund previously served as Vice Chairman of the Board from 2006 to 2012. Mr. Lund served as President, Chief Executive Officer and a director of our company from 1996, when our company went public, until 2003, when he took a three-year leave of absence. Mr. Lund was one of our company’s founders. He is a trustee of the Force for Good Foundation, a charitable organization that our company established in 1996 to help encourage and drive the philanthropic efforts of our company and its employees, sales force and customers to enrich the lives of others. Mr. Lund worked as an attorney in private practice prior to joining our company as Vice President and General Counsel. He received a B.A. degree from Brigham Young University and a J.D. degree from Brigham Young University’s J. Reuben Clark Law School. Mr. Lund brings to the Board over 35 years of company and industry knowledge and experience as a senior executive, including service as our General Counsel, Executive Vice President, and President and Chief Executive Officer. He played an integral role in managing our growth from start-up through his term as President and Chief Executive Officer. Mr. Lund also served on the Executive Board of the United States Direct Selling Association. A respected leader in his business, religious and civic communities, he currently serves as a general officer of The Church of Jesus Christ of Latter-day Saints and serves on this Church’s Board of Education with oversight of its institutions of higher education, including Brigham Young University. He previously served on the Utah State Board of Regents for Higher Education and as Chairman of the Board of Trustees of Utah Valley University.

Ryan S. Napierski
Director since 2021	President and Chief Executive Officer
Ryan S. Napierski, 49, has served as our company’s CEO since September 2021 and as President since 2017. 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 our North Asia region since 2014 and President of Nu Skin Japan since 2010. Mr. Napierski has fulfilled multiple leadership positions for Nu Skin since joining our 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 of Business Administration degree from Duke University and a Master’s degree in international business from Goethe Universitat in Germany. Mr. Napierski brings to the Board a strong expertise in direct sales, including through digital and social media platforms. Having served as our CEO, President, President of Global Sales and Operations, and in other management roles in our markets, Mr. Napierski also has a deep understanding of our business globally, including our sales force, products and product development, markets and compensation plans. Mr. Napierski’s leadership has been integral to the success of several of our key initiatives in recent years. Mr. Napierski is also recognized as a leader in the direct selling industry and has served in a variety of industry trade association leadership roles. For example, he is a past Chairman of the U.S. Direct Selling Association and the current Chairman of the Advocacy Committee for the World Federation of Direct Selling Associations.

Laura Nathanson
Director since 2019	Compensation and Human Capital Committee Nominating and Corporate Governance Committee (Chair)
Laura Nathanson, 65, retired from The Walt Disney Company in 2019 after 21 years of service in sales and advertising positions. From 2017 to 2019, she served as Executive Vice President of Revenue and Operations at Disney Advertising Sales, and from 2002 to 2017, she served as Executive Vice President of Sales and Marketing at ABC Family/Freeform. Prior to 2002, she served in various other sales and advertising positions with ABC Network Sales, Fox Broadcasting and various media agencies. She received a B.A. degree from Wesleyan University. Ms. Nathanson is an experienced leader who brings to the Board her expertise in sales and advertising, as well as a strong customer focus that is built on a 40-year career in connecting with and communicating with customers. Business strategy is also one of Ms. Nathanson’s strengths; during her career, she has recognized and understood shifts in the business landscape, such as the rise of the millennial demographic and the trend toward digital advertising, and has quickly adapted to these shifts, enabling her companies to capitalize on them at an early stage. She also has experience in streamlining business processes and in promoting sales through digital and social media.

Thomas R. Pisano
Director since 2008	Audit Committee Compensation and Human Capital Committee
Thomas R. Pisano, 78, served as Chief Executive Officer and a director of Overseas Military Sales Corp. (“OMSC”), a marketer of motor vehicles, from 2005 until his retirement in 2010. From 1998 to 2004, he served as the Chief Operating Officer and a director of OMSC. From 1995 to 1997, he served as Vice President and Head of the International Division for The Topps Company, Inc., a sports publications and confectionery products company. Prior to that, he served in various positions, including Vice President of Global New Business Development, for Avon Products, Inc., a direct seller of personal care products, from 1969 to 1994. He received a B.S. from the Georgia Institute of Technology and a M.B.A. from Dartmouth College. Mr. Pisano is an experienced senior executive who is an expert in the direct selling, personal care, beauty products and other consumer goods industries. During his 25-year career at Avon, he was responsible for global new business development, which included new geographic market openings and launching new product lines globally. He was also responsible for the operation of international businesses in Latin America, Europe and Asia. During his international business career at Avon, Topps and OMSC, he traveled to and conducted business in approximately 50 countries.

Zheqing (Simon) Shen
Director since 2016	Nominating and Corporate Governance Committee
Zheqing (Simon) Shen, 43, is the founding member of ZQ Capital Limited, a boutique investment and advisory firm. Prior to founding ZQ Capital in 2015, Mr. Shen was managing director and head of the China Financial Institutions Business at Barclays from 2011 to 2015. From 2004 to 2010, he worked with Goldman Sachs as an investment banker in its New York and Hong Kong offices. In addition to his service on our Board, Mr. Shen has also served since 2016 on the board of directors and the Audit, Remuneration and Nomination Committees of KFM Kingdom Holdings Limited, a precision metals engineering and manufacturing company listed on the Hong Kong Stock Exchange. He has also served since December 2022 on the board of directors and the Remuneration Committee of Allergy Therapeutics PLC, a biotechnology company specializing in allergy vaccines that is listed on the Alternative Investment Market, which is a sub-market of the London Stock Exchange. Mr. Shen has a B.A. in mathematics and economics from Wesleyan University. Mr. Shen brings to the Board valuable expertise in helping global companies realize their growth potential in Mainland China, which is one of our company’s key markets. He has spent much of his career working in Asia capital markets, and he has a strong network in Mainland China and valuable local knowledge of Mainland China. His depth of experience with financial and investment matters is also valuable to the Board.

Edwina D. Woodbury
Director since 2015	Audit Committee (Chair) Nominating and Corporate Governance Committee
Edwina D. Woodbury, 71, has been President and Chief Executive Officer of The Chapel Hill Press, Inc., a publishing services company, since 1999. Ms. Woodbury has over 20 years of experience in the direct selling and personal care products industries, having served at Avon Products, Inc. as Chief Financial and Administrative Officer and in other finance and operations positions from 1977 to 1998. From 1998 to 2015, Ms. Woodbury served as a member of the board of directors of RadioShack Corporation, a retail consumer electronics company. In addition, from 2005 to 2010, Ms. Woodbury served as a member of the board of directors of R.H. Donnelley Corporation, a publishing and marketing company, and from 2000 to 2005, she served as a director of Click Commerce, Inc., a research solutions company. Ms. Woodbury also served on the board of directors of the nonprofit Medical Foundation of North Carolina from 2009 to 2018. She received a B.S.B.A from the University of North Carolina. Ms. Woodbury has extensive experience and understanding of our industry. While serving in various roles of increasing responsibility during her 21 years at Avon, she gained an in-depth understanding of the financial and internal control-related issues associated with global companies in our industry. She also brings to the Board valuable perspective from her service on other public company boards. While serving on the boards of Click Commerce, R.H. Donnelley and RadioShack, she (1) served on and chaired each board’s audit committee; (2) served on the compensation committee at R.H. Donnelley and chaired it at RadioShack; and (3) served on the nominating and governance committee at Click Commerce and RadioShack.

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Separate Chairman of the Board and CEO. The positions of Chairman of the Board and CEO are filled by Mr. Lund and Mr. Napierski, respectively.

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Lead Independent Director. Our independent directors have designated Mr. Campbell as Lead Independent Director.

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Limitation on Management Directors. All of our current directors are independent of the company and management except for Mr. Lund, who is one of our company’s founders, and Mr. Napierski, our President and CEO.

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Meetings of Independent Directors. All independent directors meet regularly in executive session. Mr. Campbell, the Lead Independent Director, chairs these sessions.

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Independent Committees. Only independent directors serve on our Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees.

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Annual Board and Committee Performance Evaluations. The performance of the Board and each Board committee is evaluated annually.

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Annual Election of Directors. All of our directors are elected annually; we do not have a staggered board.

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Majority Voting in Uncontested Director Elections and Resignation Policy. Our Bylaws provide that director nominees must be elected by a majority of the votes cast in uncontested elections. For an incumbent director to be nominated for re-election, she or he must tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote for director election at the next annual meeting at which the director faces re-election and (ii) Board acceptance of such resignation.

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Mandatory Retirement Age. Our Board has adopted a mandatory retirement age of 77, which applies to any director who first joins our Board during or after 2023.

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Equity Retention Requirements. We have equity retention requirements that apply to our directors and executive officers, designed to align directors’ and executive officers’ interests with those of stockholders. For a description of these requirements, see “Executive Compensation: Compensation Discussion and Analysis”—“Equity Retention Guidelines.”

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Hedging Policy. Our directors and employees, including officers, are prohibited from engaging in any hedging transactions with respect to our securities, including through the use of short sales, put options and financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds. This prohibition applies regardless of whether the director’s or employee’s securities were granted as compensation and regardless of whether the director or employee holds the securities directly or indirectly.

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Pledging Policy. Our directors and employees, including officers, are prohibited from pledging their securities in our company.

Emma S. Battle	Daniel W. Campbell	Andrew D. Lipman
Laura Nathanson	Thomas R. Pisano	Zheqing (Simon) Shen
	Edwina D. Woodbury

−          A force for good −          Accountable and empowered −          Bold innovators −          Customer obsessed

−          Direct and decisive −          Exceptional −          Fast speed −          One global team

Product	−   −	Assess, score and improve the environmental impact score of all of our products by the end of 2023 Change all of our packaging to be recycled, recyclable, reusable, reduced or renewable by 2030
Planet	−	Reduce waste at our facilities through programs that encourage reducing, reusing and recycling, well as initiatives to reduce electricity usage
People	−   −	Expand leadership development opportunities to increase leadership diversity Donate 1 million products to partner organizations by 2025

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We published our carbon footprint for the first time in our annual Social Impact and Sustainability Report.

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Our ongoing environmental initiatives resulted in saving over 23 tons of paper and 82 tons of plastic globally.

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We continued to make progress on our product-related goals. For example, we made sustainability-related improvements in new products, like our Nutricentials pumps, which are made from 19% recycled material and have been designed without a metal spring for easier recycling.

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We joined the EcoBeautyScore Consortium, alongside over 60 other cosmetics industry stakeholders. The consortium is an initiative to enable consumers to make more informed and sustainable choices and recognizes the need for an industry-wide standard for environmental impact assessment and scoring.

Director	Audit	Compensation and Human Capital	Nominating and Corporate Governance
Emma S. Battle		Chair	✔
Daniel W. Campbell	✔	✔
Andrew D. Lipman	✔		✔
Laura Nathanson		✔	Chair
Thomas R. Pisano	✔	✔
Zheqing (Simon) Shen			✔
Edwina Woodbury	Chair		✔
2022 Meetings	8	8	8

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Selecting our independent auditor;

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Overseeing the performance of our internal audit function and independent auditor;

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Reviewing the activities and the reports of our independent auditor;

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Approving in advance the audit and non-audit services provided by our independent auditor;

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Reviewing our quarterly and annual financial statements and our significant accounting policies, practices and procedures;

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Reviewing the adequacy of our internal controls and internal auditing methods and procedures;

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Overseeing our compliance with legal and regulatory requirements;

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Overseeing our risk assessment and risk management programs and plans related to our major financial risk exposures; operational risks related to information systems, information security and facilities; and public disclosure and investor-related risks; and

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Conferring with the chairs of the Nominating and Corporate Governance Committee and Compensation and Human Capital Committee regarding their respective oversight of our risk assessment and risk management programs and our related guidelines and policies.

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Establishing and administering our executive compensation strategy, policies and practices;

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Reviewing and approving corporate goals and objectives relevant to the compensation to be paid to our CEO, Executive Chairman of the Board and other executive officers, evaluating the performance of these individuals in light of those goals and objectives, and determining and approving the forms and levels of compensation based on this evaluation;

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Administering our equity incentive plans;

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Overseeing our risk assessment and risk management programs and plans related to our compensation practices and human resources;

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Overseeing the reporting of executive compensation information in accordance with applicable rules and regulations;

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Overseeing our human capital management, including policies and strategies regarding recruiting, career development and progression, and diversity, equity and inclusion; and

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Overseeing the administration and maintenance of our broad-based retirement and non-qualified deferred compensation benefit plans to the extent such functions have not been delegated to a management-level committee.

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Making recommendations to the Board of Directors about the size and membership criteria of the Board or any committee thereof;

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Identifying and recommending candidates for the Board and committee membership, including evaluating director nominations received from stockholders;

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Annually reviewing CEO succession planning as well as succession planning and management development for other executive officer positions;

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Leading the process of identifying and screening candidates for a new CEO when necessary, and evaluating the performance of the CEO and Executive Chairman;

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Making recommendations to the Board regarding changes in compensation of non-employee directors and overseeing the evaluation of the Board and management;

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Developing and recommending to the Board a set of corporate governance guidelines and reviewing such guidelines at least annually;

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Overseeing our risk assessment and risk management programs and plans related to our corporate governance risks, operational risks not assigned to the Audit Committee, and reputational risks; and

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Overseeing our plans and practices related to sustainability, including social, climate and environmental matters.

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Resignation Policy for Majority Voting. To be nominated for re-election to our Board, an incumbent director must tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote for director election at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation.

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Mandatory Retirement Age. A director who first joins our Board during or after 2023 shall not be eligible to stand for re-election after his or her 77th birthday unless the Nominating and Corporate Governance Committee determines that such director continues to meet the criteria for Board service and recommends to the Board that he or she stand for re-election notwithstanding his or her age.

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Code of Conduct. Our code of conduct applies to all of our employees, officers and directors, including our subsidiaries. Any amendments or waivers (including implicit waivers) regarding the Code of Conduct requiring disclosure under applicable SEC rules or NYSE listing standards will be disclosed in the “Governance” section of our Investor Relations website at ir.nuskin.com.

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Corporate Governance Guidelines. Our corporate governance guidelines govern our company and our Board of Directors on matters of corporate governance, including responsibilities, committees of the Board and their charters, director independence, director qualifications, director compensation and evaluations, director orientation and education, director access to management, director access to outside financial, business and legal advisors and management development and succession planning.

(1)

The Board can approve meeting fees for participation in a special committee or other extraordinary circumstances.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Emma S. Battle	112,500	146,361	—	258,861
Daniel W. Campbell	142,500	146,361	—	288,861
Andrew D. Lipman	116,458	146,361	—	262,819
Laura Nathanson	123,542	146,361	—	269,903
Thomas R. Pisano	127,500	146,361	—	273,861
Zheqing (Simon) Shen	102,500	146,361	—	248,861
Edwina D. Woodbury	132,500	146,361	—	278,861
Steven J. Lund	—	—	659,212(3)	659,212

(1)

On June 2, 2022, each of the directors listed above except for Mr. Lund, who is an employee, was granted 3,179 restricted stock units, which will vest on April 30, 2023. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units. For this purpose, the value of the restricted stock units is discounted to reflect that no dividends are paid prior to vesting.

(2)	This column reports our incremental cost for providing perquisites and other personal benefits to those directors whose total was at least $10,000, as well as other forms of compensation.

(3)

Consists of Mr. Lund’s compensation as an employee of the company for 2022: $570,000 in salary and $89,212 in other compensation, including $24,347 in premiums for life insurance, $12,200 in 401(k) contributions, spouse travel to a sales force event where his spouse was expected to attend and help entertain and participate in events with our sales force and their spouses, $28,319 reimbursed by us for the payment of taxes with respect to such spouse travel, company products, premiums for long-term disability insurance and a gift card for meals during a remote Board meeting.

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Personalized beauty and wellness. During 2022, we introduced our first connected device, ageLOC® LumiSpa® iO, further strengthening our position as the world’s leading beauty device system brand. In 2023, we plan to advance our EmpowerMe™ personalized beauty and wellness strategy by introducing a new connected body device and our TRMe® weight management line.

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Social commerce. We continue to leverage our person-to-person marketing model as we supercharge it with the power, scale and reach of social media to grow brand awareness and engagement through our authentic global affiliate channel. As we continue to expand our affiliate-powered social commerce model, we will focus on stabilizing performance in more challenged regions and leveraging best practices from our markets that are further along in their social commerce transitions.

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Digital transformation. We completed the rollout of our Vera and Stela apps in all markets, which provide increased consumer and affiliate engagement. Our Vera app helps consumers identify the right beauty products by giving them personalized recommendations and connects to our Bluetooth-enabled ageLOC LumiSpa iO device, while our Stela app better enables our affiliates to connect with and nurture their affiliate teams. We will continue to enhance these apps and other digital platforms with additional capabilities, features and improvements to streamline the overall user experience.

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Replacing PSOs with PRSUs creates more stability in the pay program, as resulting values are less impacted by volatile swings in the stock price. The Committee felt that the increased stability was important during this period of transformation.

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A mix of PRSUs and RSUs is better aligned with the incentive design of our peer companies.

1.

To successfully recruit, motivate and retain experienced and talented executives; and

2.

To ensure pay for performance through incentives that

Cash Incentive Bonuses 18% of CEO 2022 Target Pay 21% of Other NEOs’ 2022 Target Pay		Long-Term Incentives 65% of CEO 2022 Target Pay 51% of Other NEOs’ 2022 Target Pay
Annual Incentive		Time-Based Restricted Stock Units (RSUs) 40% weighting	Performance-Based Restricted Stock Units (PRSUs) 60% weighting
Measures one-year financial performance (2022)		Measures four-year stock price performance (2022-2025)	Measures one-year financial performance over three years (2022, 2023, 2024)
Metric: Adjusted revenue	Metric: Adjusted operating income	Metric: Stock price	Metric: Adjusted EPS
50% weighting	50% weighting
Incentivizes business growth	Incentivizes profitability and control of expenses	Aligns management with stockholders’ interests Promotes multi-year retention	Aligns management with stockholders’ interests Provides a balance to the top-line and operating-income metrics in the cash incentive bonus program
Both metrics are calculated on a constant-currency basis from the prior-year period and are adjusted to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2022 and other unusual impacts at the Committee’s discretion.		Final value of award tied to stock price.	Adjusted EPS is calculated to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2022 and other items that are unusual, non-recurring or outside of management’s control.

(1)

Contingent on 2022 adjusted revenue and adjusted operating income.

(2)

Represents the tranches of the respective three-year awards that were contingent on 2022 adjusted EPS, with the targets determined at the time of grant.

What We Do

What We Don’t Do

✔            Link pay outcomes directly to company and share price performance in support of a pay for performance philosophy ✔            Utilize multiple, complementary incentive measures in the annual and long-term incentive plans that align with key drivers of stockholder value creation ✔            Utilize double-trigger change in control benefits ✔            Employ a comprehensive clawback policy ✔            Require robust equity retention for directors and   executives ✔            Assess compensation risk annually ✔            Engage an independent compensation consultant

û          No evergreen employment agreements û          No hedging or pledging of Nu Skin shares û          No excessive perquisites û          No excise tax gross-ups for NEOs û          No payment of current dividends on unvested equity û          No repricing of stock options without stockholder approval

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Solicit our stockholders’ feedback and better understand their perspectives on executive compensation so that the Committee can take those philosophies into account as it evaluates possible program changes;

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Answer any questions that stockholders may have with respect to our existing programs and practices or past decisions; and

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Establish a platform for ongoing dialogue with our stockholders.

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Successfully recruit, motivate and retain experienced and talented executives;

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Provide competitive compensation arrangements that are tied to corporate and individual performance in the short- and long-term;

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Align the financial interests of our executives with those of our stockholders; and

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Drive superior stockholder value over the long-term.

Component of Compensation Program	Objective
Base Salary (Fixed Pay)	−     Pay for role −     Aids in recruitment and retention
Cash Incentive Plan (Variable Pay: Short-Term Incentive)	−     Pay for performance −     Aligns with annual operating achievement −     Aids in recruitment and retention
Equity Incentive Plan (Variable Pay: Long-Term Incentive)	−     Pay for performance −     Aligns with stock price performance and multi-year operating achievement −     Aids in recruitment and retention

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Current market practices and salary levels;

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Each executive officer’s responsibilities, experience in their position and capabilities;

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Individual performance and company performance;

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The relative role and contribution of each NEO in the company;

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Competitive offers made to executive officers and the level of salary that may be required to recruit or retain executive officers; and

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The recommendations of the CEO.

Name		Salary as of 12/31/2021 ($)		Q1 2022 Adjustment ($)		Salary as of 12/31/2022 ($)
Ryan S. Napierski		900,000		50,000		950,000
Mark H. Lawrence		575,000		20,000		595,000
Connie Tang		590,000		30,000		620,000
Joseph Y. Chang		685,000		—		685,000
Chayce D. Clark		400,000		50,000		450,000

Metric	Weighting	Purpose	How Calculated
Adjusted revenue	50%	Incentivizes business growth	Both metrics are calculated on a constant-currency basis from the prior-year period and are adjusted to eliminate extraneous items such as the impact of accounting changes, losses or gains on settlements of litigation that began prior to 2022 and other unusual impacts at the Committee’s discretion.
Adjusted operating income	50%	Incentivizes profitability and control of expenses

Named Executive Officer		2022 Target Bonus %
Ryan S. Napierski		110%
Mark H. Lawrence		75%
Connie Tang		75%
Joseph Y. Chang		75%
Chayce D. Clark		75%

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If actual results for a particular incentive period equal:

o

Goal performance levels – The bonus amount will be the participant’s target bonus amount for the incentive period.

o

Minimum performance levels – The bonus amount will be 25% of the participant’s target bonus amount for the incentive period.

o

Stretch performance levels – The bonus amount will be 200% of the participant’s target bonus amount for the incentive period.

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Payouts are interpolated linearly if actual results fall between the minimum and goal measurement points or between the goal and stretch measurement points.

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If the minimum adjusted operating income performance level is not met, no bonus is paid regardless of the adjusted revenue performance for that period.

−

If the minimum adjusted operating income performance level is met but the minimum adjusted revenue performance level is not, 12.5% of the target bonus for the incentive period is earned.

(dollar amounts in thousands)
Metric	2021 Result (1)	2022 Targets			2022 Result (2)	% of Goal Level Achieved	% of Target Bonus Paid
		Minimum	Goal	Stretch
Adjusted revenue (50% weighting)	2,695,669	2,642,000	2,803,000	2,966,000	2,375,726	84.8%	0.0%
Adjusted operating income (50% weighting)	292,518	289,000	323,000	355,000	204,115	63.2%	0.0%
Aggregate payout percentage, reflecting the weightings noted above:							0.0%

(1)

Our 2021 revenue does not reflect any adjustments. As compared to our 2021 reported operating income, our 2021 adjusted operating income reflects adjustments for charges associated with winding down our Grow Tech segment in the fourth quarter of 2021.

(2)

As compared to our 2022 reported revenue and operating income, our 2022 adjusted revenue and operating income reflect adjustments for foreign-currency fluctuations and, in the case of adjusted operating income, restructuring and impairment charges.

−          Practices of peer companies −          Degree of responsibility for overall corporate performance −          Overall compensation levels −          Changes in position and/or responsibilities −          Individual performance −          Company performance −          Total stockholder return

−          Degree of performance risk in the equity grant program −          Potential dilution of our overall equity grants −          Accumulated realized and unrealized value of past equity awards −          Associated expenses of equity awards −          The recommendations of the CEO −          Data and context provided by our compensation consultant

−

Replacing PSOs with PRSUs creates more stability in the pay program, as resulting values are less impacted by volatile swings in the stock price. The Committee felt that the increased stability was important during this period of transformation.

−

A mix of PRSUs and RSUs is better aligned with the incentive design of our peer companies.

TARGET EQUITY AWARDS – FEBRUARY 2022
Named Executive Officer	Perf.-Based RSUs	Time-Based RSUs	Percentage Perf.-Based
Ryan S. Napierski	47,419	31,613	60%
Mark H. Lawrence	17,071	11,381	60%
Connie Tang	13,720	9,147	60%
Joseph Y. Chang	10,116	6,744	60%
Chayce D. Clark	12,645	8,430	60%

−

Ms. Tang received an award of 5,264 RSUs in April 2022 upon the one-year anniversary of her hire date. This award was included in her offer letter and was made entirely in RSUs to attract Ms. Tang into the organization and to increase her ownership in our company.

−

Mr. Clark received an award of 61,836 RSUs in December 2022. This award was provided in recognition of his extraordinary performance in addressing legal and operational matters and to increase his unvested equity holdings.

(1)

Contingent on 2022 adjusted revenue and adjusted operating income.

(2)

Represents the tranches of the respective three-year awards that were contingent on 2022 adjusted EPS, with the targets determined at the time of grant.

	Minimum Goal ($)	Target Goal ($)	Maximum Goal ($)	Actual ($)	% Vested
2020 Award
➢          2019 Adjusted EPS: 3.10(1)
2020 Adjusted EPS Tranche	2.00	2.50	3.60	3.63(1)	200%
2021 Adjusted EPS Tranche	2.10	2.62	3.78	4.14(2)	200%
2022 Adjusted EPS Tranche	2.21	2.75	3.97	2.90(3)	107%
2021 Award
➢          2020 Adjusted EPS: 3.63(1)
2021 Adjusted EPS Tranche	3.46	4.10	4.58	4.14(2)	108%
2022 Adjusted EPS Tranche	3.72	4.43	4.95	2.90(3)	0%
2023 Adjusted EPS Tranche	4.01	4.78	5.34	TBD	TBD
2022 Award
➢          2021 Adjusted EPS: 4.14(2)
2022 Adjusted EPS Tranche	4.00	4.46	4.86	2.90(3)	0%
2023 Adjusted EPS Tranche	4.16	4.73	5.20	TBD	TBD
2024 Adjusted EPS Tranche	4.41	5.01	5.52	TBD	TBD

(1)

No adjustments were made to our 2019 reported EPS of $3.10 or our 2020 reported EPS of $3.63.

(2)

As compared to our 2021 reported EPS of $2.86, our 2021 adjusted EPS reflects an adjustment of $1.28 from charges associated with winding down our Grow Tech segment in the fourth quarter of 2021. This adjustment was permitted by the terms of the awards granted in 2019–2021.

(3)

As compared to our 2022 reported EPS of $2.07, our 2022 adjusted EPS reflects adjustments totaling $0.83 from restructuring and impairment charges (including an unrealized investment loss related to a controlled-environment agriculture company we invested in as part of our previous Grow Tech segment), partially offset by the benefits of a favorable tax method change. These adjustments were permitted by the terms of the awards granted in 2020–2022.

−

Our compensation programs are market driven and balance short-term incentives with significant long-term equity incentives. Performance-contingent equity awards provide additional long-term incentives to our key employees and executive officers. In addition, our equity retention guidelines help to ensure that a portion of our executives’ equity incentives remains tied to our long-term performance.

−

Our global cash incentive compensation is based on revenue and profitability, which are core measures of performance. In addition, substantially all of our revenue is received through cash or credit card payments, as opposed to other credit arrangements, which minimizes risk associated with our revenue-based incentives. Additionally, the Board of Directors and management regularly review the business plans and strategic initiatives, including related risks, proposed to achieve such performance metrics.

−

A substantial portion of compensation is provided in the form of long-term equity incentives with multi-year vesting.

−

We do not allow engagement in speculative trading or hedging. Our policies prohibit all of our directors and employees, including executive officers, from holding our stock in an account in which any securities of any company are held on margin and from engaging in speculative transactions in our stock, including short sales, options or hedging transactions. Our directors and employees, including executive officers, also are prohibited from pledging their securities in our company.

	COMPENSATION AND HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS
	Thomas R. Pisano, Chair*
	Emma S. Battle
	Daniel W. Campbell
	Laura Nathanson
	* Mr. Pisano was the Chair of the Compensation and Human Capital Committee at the time this Committee reviewed, discussed and recommended the Compensation Discussion and Analysis.

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Ryan S. Napierski President and Chief Executive Officer	2022	941,918	206,842	3,485,069	—	—	130,637	4,764,466
	2021	800,960	—	1,253,109	2,018,409	548,758	110,734	4,731,970
	2020	720,861	3,350	710,899	909,002	1,164,350	104,163	3,612,626
Mark H. Lawrence Former EVP and Chief Financial Officer	2022	591,767	88,662	1,254,647	—	—	118,867	2,053,943
	2021	551,741	—	405,495	659,598	273,006	93,829	1,983,669
	2020	520,853	850	469,254	600,003	632,363	77,136	2,300,459
Connie Tang EVP and Chief Global Growth & Cust. Exp. Officer	2022	577,951	71,729	1,240,666	—	—	119,880	2,010,226
	2021	413,648	25	929,550	—	203,737	41,296	1,588,256
Joseph Y. Chang EVP and Chief Scientific Officer	2022	685,000	102,750	743,476	—	—	119,291	1,650,517
	2021	685,858	—	294,934	479,700	338,580	105,915	1,904,987
	2020	672,526	850	333,160	426,004	813,038	102,386	2,347,964
Chayce D. Clark EVP and General Counsel	2022	441,918	66,029	3,244,483	—	—	85,709	3,838,139
	2021	343,725	6,767	229,070	213,228	133,742	56,683	983,215

(1)	Each of the NEOs deferred a portion of their salaries under our nonqualified Deferred Compensation Plan, which is included in the Nonqualified Deferred Compensation – 2022 table. Each of the NEOs also contributed a portion of their salary to our 401(k) retirement savings plan.

(2)

See “Executive Compensation: Compensation Discussion and Analysis”—“Cash Incentive Bonus” for information regarding the amounts reported in this column for 2022. Messrs. Napierski and Chang deferred a portion of these 2022 bonuses under our nonqualified Deferred Compensation Plan, which deferrals are reflected in the Nonqualified Deferred Compensation – 2022 table.

(3)

The amounts reported in these columns reflect the aggregate grant date fair value of equity awards computed in accordance with FASB ASC Topic 718 and, for performance-based awards, are based on the probable outcome of the performance conditions as of the grant date. The amounts do not represent amounts actually received by the NEOs. For this purpose, the estimate of forfeitures is disregarded, and the value of the stock awards is discounted to reflect that no dividends are paid prior to vesting. For information on the valuation assumptions used in calculating these amounts, refer to Note 9 to our financial statements in the Form 10-K filed for the fiscal year ended December 31, 2022.

(4)	See “Executive Compensation: Compensation Discussion and Analysis”—“Cash Incentive Bonus” for information regarding the amounts reported in this column.

(5)	The following table describes the components of the All Other Compensation column for 2022 in the Summary Compensation Table.

Name	Company Contributions to Deferred Compensation Plan ($)	Company Contributions to 401(k) Retirement Savings Plan ($)	Perquisites and Other Personal Benefits ($)(a)	Other ($)(b)	Total ($)
Ryan S. Napierski	94,113	12,200	16,615	7,710	130,637
Mark H. Lawrence	59,145	12,200	31,984	15,538	118,867
Connie Tang	66,877	12,200	35,284	5,519	119,880
Joseph Y. Chang	68,500	12,200	14,012	24,579	119,291
Chayce D. Clark	44,113	12,200	18,751	10,646	85,709

(a)

This column reports our incremental cost for perquisites and personal benefits provided to the NEOs. In 2022, these included the personal use of company-provided properties; tickets for sporting events; company products; tax-planning advice; spouse travel to a sales force event where the spouse was expected to attend and help entertain and participate in events with our sales force and their spouses; a gift basket; and, for Ms. Tang, who lives in a different state from our corporate offices, airfare and other travel expenses associated with commuting to our corporate offices and an apartment near our corporate offices.

(b)

This column includes premiums for long-term disability insurance; the amount reimbursed by us for the payment of taxes with respect to the spouse travel referenced in footnote (a), which in the case of Mr. Lawrence was 10,018; and premiums for term life insurance. The term life insurance coverage amounts as of December 31, 2022 were $900,000 for Mr. Clark and $1 million for all other NEOs. The amount paid for Mr. Chang’s term life insurance policy was $16,366. This column also includes tax payments associated with Mr. Napierski’s income received as a result of his former expatriate assignment. These payments were pursuant to our expatriate tax equalization policy. For further discussion regarding tax payments, see “Executive Compensation: Compensation Discussion and Analysis”—“Perquisites and Other Benefits.” Portions of Mr. Napierski’s tax payments were paid in Japanese yen. The amounts were converted to U.S. dollars using a weighted-average exchange rate for the month in which the payment was made. During 2022, these exchange rates ranged from 114.83 to 147.02 Japanese yen per U.S. dollar.

		Date of Compensation and Human Capital Committee Approval	Estimated Possible Payouts under non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Threshold ($)(1)	Target ($)(1)	Max ($)(1)	Threshold (#)(2)	Target (#)(2)	Max (#)(2)
Ryan S. Napierski
	2/25/2022	2/25/2022				11,855	47,419	94,838		2,104,846
	2/25/2022	2/25/2022							31,613	1,380,224
	N/A		130,625	1,045,000	2,090,000
Mark H. Lawrence
	2/25/2022	2/25/2022				4,268	17,071	34,142		757,752
	2/25/2022	2/25/2022							11,381	496,894
	N/A		55,781	446,250	892,500
Connie Tang
	2/25/2022	2/25/2022				3,430	13,720	27,440		609,008
	2/25/2022	2/25/2022							9,147	399,358
	4/21/2022	3/31/2022							5,264	232,300
	N/A		58,125	465,000	930,000
Joseph Y. Chang
	2/25/2022	2/25/2022				2,529	10,116	20,232		449,033
	2/25/2022	2/25/2022							6,744	294,443
	N/A		64,219	513,750	1,027,500
Chayce D. Clark
	2/25/2022	2/25/2022				3,161	12,645	25,290		561,289
	2/25/2022	2/25/2022							8,430	368,054
	12/20/2022	12/20/2022							61,836	2,315,140
	N/A		42,188	337,500	675,000

(1)

The amounts reported in these columns reflect potential payouts under our 2022 cash incentive program if the respective levels of performance were achieved for the year. The amounts reported in the Threshold column reflect the potential payout if any company performance metric was at the minimum level required to receive a bonus. The amounts reported in the Target and Max columns reflect the potential payout if all company performance metrics were at goal and maximum performance levels, respectively. For information about the calculation of each NEO’s potential amounts, see “Executive Compensation: Compensation Discussion and Analysis”—“Cash Incentive Bonus.”

(2)

The awards reported in these columns are PRSUs granted under our Third Amended and Restated 2010 Omnibus Incentive Plan. The amounts reported in the Threshold, Target and Max columns reflect the potential number of PRSUs that become eligible for vesting or exercisable if certain financial metrics are achieved at the minimum, goal and maximum levels, respectively.

(3)

The amounts reported in this column reflect the aggregate grant date fair value of equity awards computed in accordance with FASB ASC Topic 718 and, for performance-based awards, are based on the probable outcome of the performance conditions as of the grant date. For this purpose, the estimate of forfeitures is disregarded, and the value of the stock awards is discounted to reflect that no dividends are paid prior to vesting. For information on the valuation assumptions used in calculating these amounts, refer to Note 9 to our financial statements in the Form 10-K filed for the fiscal year ended December 31, 2022.

−

Time-based equity awards granted to Mr. Chang will fully vest upon certain terminations of employment within six months prior to and in connection with, or within two years following, a change in control;

−

Mr. Chang will be entitled to certain termination payments, as described in “Executive Compensation Tables and Accompanying Narrative”—“Potential Payments Upon Termination or Change in Control” below.

		Option Awards				Stock Awards
			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)(3)					Equity Incentive Plan Awards:
Name and Award Type (1)	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(3)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Ryan S. Napierski
SO	3/2/2016	19,000		30.63	3/2/2023
PSO	3/2/2016	12,513		30.63	3/2/2023
PSO	3/4/2017	32,224		50.68	3/4/2024
PSO	3/8/2018	18,919		71.99	3/8/2025
RSU	2/15/2019					2,401	101,226
PSO	2/15/2020	141,080	70,562	30.45	2/15/2027
RSU	6/3/2020					9,950	419,492
PSO	2/15/2021	21,883	10,133	48.81	2/15/2028
RSU	2/15/2021					9,926	418,480
PSO	9/1/2021		15,871	51.07	9/1/2028
RSU	9/1/2021					10,280	433,405
PRSU	2/25/2022							11,855	499,807
RSU	2/25/2022					31,613	1,332,804
Mark H. Lawrence
PSO	3/27/2017	14,422		54.23	3/27/2024
PSO	3/8/2018	11,742		71.99	3/8/2025
RSU	2/15/2019					1,426	60,120
PSO	2/15/2020	93,122	46,576	30.45	2/15/2027
RSU	6/3/2020					6,568	276,907
PSO	2/15/2021	14,906	6,902	48.81	2/15/2028
RSU	2/15/2021					6,761	285,044
PRSU	2/25/2022							4,268	179,939
RSU	2/25/2022					11,381	479,823
Connie Tang
RSU	4/21/2021					13,797	581,682
PRSU	2/25/2022							3,430	144,609
RSU	2/25/2022					9,147	385,638
RSU	4/21/2022					5,264	221,930
Joseph Y. Chang
SO	3/2/2016	26,600		30.63	3/2/2023
PSO	3/2/2016	42,485		30.63	3/2/2023
PSO	3/4/2017	18,562		50.68	3/4/2024
PSO	3/8/2018	9,264		71.99	3/8/2025
RSU	2/15/2019					1,125	47,430
PSO	2/15/2020	66,118	33,068	30.45	2/15/2027
RSU	6/3/2020					4,663	196,592
PSO	2/15/2021	10,840	5,019	48.81	2/15/2028
RSU	2/15/2021					4,917	207,301
PRSU	2/25/2022							2,529	106,623
RSU	2/25/2022					6,744	284,327
Chayce D. Clark
RSU	2/15/2019					416	17,539
PSO	2/15/2020	4,390	4,390	30.45	2/15/2027
RSU	6/3/2020					2,166	91,319
RSU	6/5/2020					4,426	186,600
PSO	2/15/2021	1,431	663	48.81	2/15/2028
RSU	2/15/2021					2,271	95,745
PSO	8/1/2021	3,118	1,444	53.69	8/1/2028
RSU	8/1/2021					1,397	58,898
PRSU	2/25/2022							3,162	133,310
RSU	2/25/2022					8,430	355,409
RSU	12/20/2022					61,836	2,607,006

(1)	Award types are as follows:

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Ryan S. Napierski	100,000	886,402	15,120	750,708
Mark H. Lawrence	—	—	16,837	835,957
Connie Tang	—	—	4,599	218,453
Joseph Y. Chang	54,800	743,363	5,590	277,544
Chayce D. Clark	—	—	5,300	254,709

(1)	Value realized on exercise of stock options is equal to the number of options exercised multiplied by the market value of our common stock at exercise less the exercise price, and is calculated before payment of any applicable withholding taxes and broker commissions.

(2)	Value realized on vesting of restricted stock units is equal to the number of restricted stock units vested multiplied by the market value of our common stock on the vesting date, and is calculated before payment of any applicable withholding taxes and broker commissions.

Name of Fund	Rate of Return	Name of Fund	Rate of Return
American Century VP Inflation Protection - Class I Shares	-12.88%	LVIP Delaware Value - Standard Class	-3.27%
American Funds Global Growth - Class 2	-24.74%	LVIP SSgA Mid-Cap Index - Standard Class	-13.40%
American Funds Global Small Capitalization - Class 2	-29.56%	MFS VIT Utilities Series - Initial Class	0.75%
American Funds IS Capital World Growth & Income - Class 2	-17.33%	MFS VIT Value - Initial Class	-5.91%
Delaware VIP Small Cap Value Series - Standard Class	-12.09%	Nu Skin Enterprises Inc. Restricted Stock Units	-13.94%
DWS VIT Small Cap Index VIP - Class A	-20.64%	PIMCO Intl Bond (USD-Hedged) ? Admin Class	-10.15%
Fidelity VIP Int’l Capital Appreciation - Service Class 2	-26.57%	Putnam VT High Yield - Class IA	-11.37%
Great-West Aggressive Profile - Investor Class	-15.17%	Putnam VT International Value - Class IA	-6.70%
Great-West Conservative Profile - Investor Class	-9.93%	T. Rowe Price Blue Chip Growth	-38.50%
Great-West Gov’t Money Market - Instl Shares	1.45%	Van Eck VIP Emerging Markets - Initial Class	-24.37%
Great-West Moderate Profile - Investor Class	-12.02%	Vanguard VIF Equity Index	-18.23%
Great-West Moderately Aggressive Profile - Investor Class	-13.09%	Vanguard VIF Growth	-33.37%
Great-West Moderately Conservative Profile - Investor Class	-10.82%	Vanguard VIF Real Estate Index	-26.30%
Great-West T. Rowe Price Mid Cap Growth - Investor Class	-22.79%	Vanguard VIF Short-Term Investment-Grade	-5.72%
Janus Henderson VIT Mid Cap Value - Instl Shares	-5.56%	Vanguard VIF Small Company Growth	-25.35%
LVIP Delaware Bond - Standard Class	-13.70%

Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(1)	Aggregate Earnings in Last FY ($)(1)	Aggregate Withdrawals/ Distributions	Aggregate Balance at Last FYE ($)(1)
Ryan S. Napierski	135,388	94,113	(1,633,020)	—	5,142,945
Mark H. Lawrence	29,554	59,145	(94,685)	—	424,300
Connie Tang	23,910	66,877	(4,295)	—	86,492
Joseph Y. Chang	35,278	68,500	(1,796,135)	—	9,568,773
Chayce D. Clark	88,039	44,113	(50,774)	—	339,823

(1)

Executive and registrant contribution amounts are and have been reflected in the 2022 Summary Compensation Table and prior years’ summary compensation tables, as applicable. Aggregate earnings are not reflected in the 2022 Summary Compensation Table and were not reflected in prior years’ summary compensation tables.

Name	Voluntary Termination ($)	Involuntary Termination for Cause ($)	Involuntary Termination Not for Cause ($)	Termination (Including Constructive Termination) in Connection with Change in Control ($)	Death ($)(1)	Disability ($)
Ryan S. Napierski
Severance(2)	712,500	—	1,425,000	3,990,000	—	234,247
Equity(3)	—	—	—	5,117,733	—	—
Deferred Compensation(4)	5,101,577	5,101,577	5,101,577	5,101,577	8,195,421	5,101,577
Health Benefits(5)	—	—	23,776	23,776	—	—
Total	5,814,077	5,101,577	6,550,353	14,233,086	8,195,421	5,335,823
Mark H. Lawrence
Severance(2)	446,250	—	743,750	1,561,875	—	146,712
Equity(3)	—	—	—	2,094,310	—	—
Deferred Compensation(4)	139,842	139,842	139,842	139,842	424,300	424,300
Health Benefits(5)	—	—	23,776	23,776	—	—
Total	586,092	139,842	907,369	3,819,803	424,300	571,012
Connie Tang
Severance(2)	465,000	—	775,000	1,627,500	—	152,877
Equity(3)	—	—	—	1,767,684	—	—
Deferred Compensation(4)	35,667	35,667	35,667	35,667	86,492	86,492
Health Benefits(5)	—	—	24,198	24,198	—	—
Total	500,667	35,667	834,865	3,455,050	86,492	239,368
Joseph Y. Chang
Severance(2)	1,376,250	—	1,718,750	2,660,625	—	168,904
Equity(3)	—	—	—	1,355,754	—	—
Deferred Compensation(4)	9,567,745	9,567,745	9,567,745	9,567,745	10,884,208	9,567,745
Health Benefits(5)	—	—	16,748	16,748	—	—
Total	10,943,995	9,567,745	11,303,244	13,600,872	10,884,208	9,736,650
Chayce D. Clark
Severance(2)	337,500	—	562,500	1,181,250	—	110,959
Equity(3)	—	—	—	3,971,331	—	—
Deferred Compensation(4)	193,769	193,769	193,769	193,769	339,823	339,823
Health Benefits(5)	—	—	23,562	23,562	—	—
Total	531,269	193,769	779,831	5,369,912	339,823	450,782

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights  (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))  (c)
Equity compensation plans approved by security holders	2,758,685(1)	$40.04(2)	4,987,729(3)
Equity compensation plans not approved by security holders	—	—	—
Total	2,758,685	$40.04	4,987,729

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