Edwina Woodbury
NU SKIN ENTERPRISESAbout Edwina D. Woodbury
Independent director since 2015 (10 years of board service). Age 73. Former Chief Financial and Administrative Officer at Avon Products, with 21 years of finance and operations leadership in direct selling and personal care. Holds a B.S.B.A. from the University of North Carolina. Currently Audit Committee Chair and an “audit committee financial expert”; member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avon Products, Inc. | Chief Financial & Administrative Officer; prior finance/operations roles | 1977–1998 | Deep experience with global internal controls and financial issues in direct selling |
| The Chapel Hill Press, Inc. | President & CEO | 1999–2023 | Led publishing services business; operational leadership and governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RadioShack Corporation (NYSE) | Director | 1998–2015 | Chaired Audit; Chaired Compensation; served on Nominating & Governance |
| R.H. Donnelley Corporation | Director | 2005–2010 | Served on Compensation Committee |
| Click Commerce, Inc. | Director | 2000–2005 | Served on Audit; Nominating & Governance |
| Medical Foundation of North Carolina (nonprofit) | Director | 2009–2018 | Nonprofit governance; community engagement |
Board Governance
- Current NUS committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit Committee financial expert designation (with Campbell and Zorko) .
- Independence: Board determined Ms. Woodbury is independent under NYSE standards; only independent directors serve on Audit, Compensation & Human Capital, and Nominating & Corporate Governance Committees .
- Meeting cadence and attendance: Board held 10 meetings in 2024; committees met Audit 6, Compensation & Human Capital 8, Nominating & Corporate Governance 6; each director attended >75% of applicable meetings in 2024 .
- Equity retention and trading policies: Directors subject to 5.0× retainer ownership guideline; hedging and pledging of company stock prohibited .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $85,000 | Standard non-employee director program |
| Committee Membership Fee | $10,000 per committee | Applies to Audit, Compensation & Human Capital, Nominating & Corporate Governance |
| Audit Committee Chair Fee | $20,000 | Chair premium |
| Meeting Fees | None (unless special circumstances) | Board can approve fees for special committee/extraordinary situations |
| 2024 Fees Earned (Cash) – Woodbury | $126,500 | Reflects board, committee, chair fees; total per Director Compensation Table |
| Other Compensation | — | No “All Other Compensation” disclosed for Woodbury in 2024 |
Performance Compensation
| Award | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|---|
| Annual RSU | Jun 7, 2024 | 11,330 RSUs | Vest May 29, 2025 | $147,403 | No dividends prior to vesting; equity awards for directors capped with cash at $750,000/year |
| Equity Retention Guideline | N/A | N/A | 50% net shares retained until 5.0× retainer held | In compliance as of Mar 31, 2025 | Applies to directors; shares counted include certain unvested time-based RSUs |
Performance metrics: Director equity is time-based; no revenue/EPS hurdles apply to director RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond NUS |
| Prior public company boards | RadioShack (1998–2015); R.H. Donnelley (2005–2010); Click Commerce (2000–2005) |
| Interlocks/conflicts | No related-party transactions disclosed involving Ms. Woodbury; independence affirmed |
Expertise & Qualifications
- 20+ years in direct selling and personal care; former CFO/CAO at Avon; extensive global finance/internal controls expertise .
- Prior chair roles on audit and compensation committees at multiple public companies; seasoned governance practitioner .
- Designated audit committee financial expert at NUS; chairs audit oversight including ERM and cybersecurity reporting cadence .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 27,778 shares | <1% of class; includes rights to acquire within 60 days |
| Right to acquire within 60 days | 11,330 shares | Vesting RSUs expected to vest by May 29, 2025 |
| Deferred compensation election | 1,693 shares | Deferred under company Deferred Compensation Plan |
| Ownership guideline status | In compliance | Directors required to hold 5.0× annual retainer; compliance affirmed as of Mar 31, 2025 |
| Hedging/Pledging | Prohibited | Applies to directors and employees |
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filing timeliness | On time | Company reports all directors/officers filed timely, except one late filing for another officer; no late filing noted for Woodbury |
| Form 4 transactions | Not disclosed in proxy | Proxy does not enumerate director Form 4 counts; no anomalies reported |
Governance Assessment
- Strengths: Independent director; Audit Chair; audit committee financial expert; strong finance/control pedigree from Avon; compliance with robust equity retention and clawback policies; prohibited hedging/pledging; directors-only committee membership enhances independence .
- Engagement: >75% meeting attendance; Audit Committee actively oversees ERM and quarterly cybersecurity reporting; board held 10 meetings in 2024; committee cadence regular .
- Director pay alignment: Cash retainer/committee fees modest; equity via time-based RSUs with annual value ~$150k; plan caps director cash+equity at $750k; no dividends on unvested awards; clawback/cancellation provisions in place .
- Shareholder sentiment: 2024 say-on-pay support at 96%, indicating broad investor confidence in compensation governance framework (board-level oversight context) .
- Potential watch items: Age 73 with mandatory retirement age of 77 for directors who joined in/after 2023 (policy context; not necessarily applicable to Woodbury who joined 2015). No related-party transactions disclosed for Woodbury; no hedging/pledging permitted, reducing alignment risk .