Chayce Clark
NU SKIN ENTERPRISESAbout Chayce Clark
Chayce D. Clark is Executive Vice President and General Counsel at Nu Skin Enterprises, serving in the role since 2021; he joined Nu Skin in 2015 as Assistant General Counsel and later served as Vice President and Deputy General Counsel. He is 42 years old and holds a B.S. from Southern Utah University and a J.D. from the University of Utah . Company performance context during his tenure: 2024 revenue was $1.73 billion, with adjusted EPS of $0.84 (vs reported diluted EPS of $(2.95)), and the company highlighted pay-for-performance alignment through incentive outcomes and PRSU vesting near minimum levels for 2024 tranches . The proxy’s pay-versus-performance section tracks total shareholder return and adjusted EPS that drive compensation; 2024 adjusted EPS was $0.84 and net income was $(146,594) thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nu Skin Enterprises | Assistant General Counsel; later Vice President & Deputy General Counsel | 2015–2021 | Supported legal, compliance, and risk management ahead of promotion to General Counsel |
| Private Practice (Salt Lake City) | Litigation Attorney | Pre-2015 | External litigation experience brought to Nu Skin corporate counsel function |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or public company roles disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $441,918 | $533,836 | $595,984 |
| Salary change (begin → end of year 2024) | — | — | $550,000 → $605,000 |
| Target Bonus (% of Salary) | — | — | 75% |
| Actual Cash Incentive Paid ($) | — | $240,488 | $113,438 |
| All Other Compensation ($) | $85,709 | $122,147 | $106,933 |
Performance Compensation
Annual Incentive Design (Executive Cash Incentive Plan – 2024)
| Metric | Weight | Minimum | Goal | Stretch | Actual | Component Payout |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($000) | 37.5% | 1,791,527 | 1,903,400 | 2,044,400 | 1,808,151 | 0.0% (reduced due to OpInc miss) |
| Adjusted Operating Income ($000) | 37.5% | 115,750 | 136,333 | 171,131 | 104,023 | 0.0% |
| Strategic Goal – New Product Revenue ($000) | 6.25% | 210,000 | 260,000 | 310,000 | 229,974 | 55.0% |
| Strategic Goal – Net Reduction in SKUs | 6.25% | 400 | 550 | 700 | 849 | 200.0% |
| Strategic Goal – Paid Affiliates | 6.25% | 160,000 | 170,000 | 180,000 | 147,288 | 0.0% |
| Strategic Goal – Adjusted Rhyz Revenue ($000) | 6.25% | 236,608 | 255,149 | 273,690 | 286,618 | 200.0% |
| Aggregate Payout vs Target | — | — | — | — | — | 25% cap due to OpInc miss |
Notes:
- Clark’s 2024 actual annual bonus equals 25% of target (pro-rata from strategic goals only) .
- Plan rules cap strategic goal payout at 25% if minimum adjusted operating income is not met .
Long-Term Equity (PRSUs & RSUs)
| Award Year | Instrument | Target Shares | 2024 Tranche Outcome | Vesting Terms |
|---|---|---|---|---|
| 2024 | PRSU | 69,116 | 28% earned for 2024 adjusted EPS | Three annual tranches (2024–2026) set at grant; vesting based on adjusted EPS |
| 2024 | RSU | 69,116 | n/a | Time-based; 1/4 annually starting Feb 15 following grant |
| 2023 | PRSU | Reported unearned shares at target in outstanding awards table (3,030) | 0% earned for 2024 tranche | Tranches 2023–2025; 2024 tranche terminated |
| 2022 | PRSU | Reported unearned shares at target in outstanding awards table (1,075) | 0% earned for 2024 tranche | Tranches 2022–2024; 2024 tranche terminated |
Performance metric: Adjusted EPS (diluted EPS excluding non-recurring items) governs PRSU vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 67,372 shares; less than 1% of Class A Common Stock |
| Right to Acquire Within 60 Days | 11,288 shares (mix of near-term vesting equity) |
| Unvested RSUs (examples) | 69,116 (2024 grant); 13,567 (2023 grant); 20,612 (12/20/2022 grant); 4,214 (2/25/2022); 757 (2/15/2021); 465 (8/1/2021) |
| Unvested PRSUs (reported at target) | 69,116 (2024 grant); 3,030 (2023 grant); 1,075 (2022 grant) |
| Options Outstanding | PSOs: 6,739 @ $30.45 (2020); 1,431 @ $48.81 (2021); 3,118 @ $53.69 (8/1/2021); all out-of-the-money at $6.89 YE price |
| Ownership Guidelines | Executives required to hold shares equal to 2.5x salary; 50% net retention until in compliance; all NEOs in compliance as of Mar 31, 2025 |
| Hedging/Pledging | Prohibited for directors and employees, including officers |
Market value references in outstanding equity table use $6.89 closing price at 12/31/2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Policy | Involuntary not for cause: 1.25× annual salary; Change in control (double trigger): 1.5× (salary + target bonus); pro‑rata bonus; 12 months health care continuation lump sum |
| Potential Payments (Illustrative at 12/31/2024) | Involuntary not for cause: $869,688 severance; $25,459 health; Change in control termination: $1,701,563 severance; $1,338,493 accelerated equity; $25,459 health |
| Clawbacks / Forfeiture | Executive Officer Incentive Compensation Recovery Policy adopted Nov 2023; Plan and awards include clawback, cancellation and non-compete/non-solicit forfeiture provisions |
| Indemnification | Executive indemnification agreements, with advancement of expenses; D&O insurance maintained |
| Deferred Compensation | Company contributions $59,477 (2024); aggregate balance $750,387; 2024 earnings $123,944; 2024 withdrawal $(39,687) |
Compensation Details (Multi-Year)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 441,918 | 66,029 | 3,244,483 | — | 85,709 | 3,838,139 |
| 2023 | 533,836 | — | 1,379,344 | 240,488 | 122,147 | 2,275,814 |
| 2024 | 595,984 | 1,000,000 (Mavely Value Creation Bonus) | 1,647,035 | 113,438 | 106,933 | 3,463,389 |
Notes:
- Mavely sale bonuses (Clark: $1,000,000) paid 50% in 2025; 25% in 2026; 25% in 2027 subject to continued employment .
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 annual bonus paid at 25% due to adjusted operating income miss; strategic goals partially achieved; PRSU 2024 tranche earned at 28%, with prior years’ tranches at 0%, evidencing downward adjustment when performance falls short .
- Governance “What we don’t do”: no hedging or pledging, no excise tax gross-ups, no option repricing without shareholder approval, robust clawback policy .
- Peer benchmarking and philosophy: Committee uses a peer group and targets competitive levels while emphasizing variable compensation tied to adjusted EPS, revenue, operating income, and strategic goals .
Performance & Track Record
- Transaction execution: Nu Skin sold Mavely on January 2, 2025 for $250 million (approx. five-times cumulative investment return) with expected net cash proceeds of ~$201 million; proceeds used to pay down $115 million of term loan and fund innovation. Clark was recognized with a $1,000,000 value-creation bonus tied to this outcome .
- 2024 operating backdrop: Core Nu Skin segments faced macro headwinds impacting consumer spending and acquisition; adjusted EPS 0.84; PRSU outcomes near minimum; annual cash incentives paid only for strategic goals at 25% cap .
Equity Ownership & Alignment (Policies)
- Ownership guideline: 2.5× salary for executives; five-year phase-in; counted shares include direct/beneficial and a portion of unvested time-based RSUs; options are excluded; all NEOs in compliance as of March 31, 2025 .
- Trading policy: Insider trading policy prohibits hedging and pledging; compliance applies regardless of direct or indirect holdings .
Investment Implications
- Alignment: Strong structural alignment via adjusted EPS-based PRSUs and equity retention guidelines; clawback and forfeiture provisions reduce moral hazard and strengthen governance .
- Retention: Multi-year Mavely bonus installments through 2027 and sizable unvested equity mitigate near-term retention risk; double-trigger change-in-control economics are moderate (1.5× salary+target bonus) with accelerated equity only upon qualifying termination, balancing retention and shareholder protection .
- Selling pressure: Time-based RSUs vest annually beginning each Feb 15, creating potential periodic supply from executive vesting; options are far out-of-the-money at YE 2024, reducing near-term exercise activity .
- Execution risk: 2024 incentive outcomes (25% bonus; PRSU tranche near minimum) reflect operational headwinds; continued pay-for-performance discipline suggests downside payout protection if macro softness persists, and upside leverage if adjusted EPS improves .