James Thomas
NU SKIN ENTERPRISESAbout James D. Thomas
Executive Vice President and Chief Financial Officer of Nu Skin Enterprises. Appointed permanent CFO on July 24, 2023 (age 45 at appointment), after joining Nu Skin in 2010 and serving as Chief Accounting Officer since 2019; earlier roles include VP Finance & Accounting, Corporate Controller and Internal Auditor. Prior experience includes PwC assurance and assistant controller at a public, technology‑enabled wellness company; holds B.S. and Master of Accounting degrees from Utah State University . Company performance during his tenure: revenue of $1.73B in 2024 (vs. $1.97B in 2023), Adjusted EPS of 0.84 in 2024 (2.06 in 2023, 2.90 in 2022), and a 2024 pay‑vs‑performance TSR “$100 investment” value of $20.30 vs peer group $155.83 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nu Skin Enterprises | Interim CFO | Mar–Jul 2023 | Stabilized finance function during CFO transition . |
| Nu Skin Enterprises | Chief Accounting Officer | 2019–2023 | Led global financial operations alignment; supported margin efficiency projects . |
| Nu Skin Enterprises | VP Finance & Accounting | 2017–2019 | Built finance leadership bench; strengthened reporting processes . |
| Nu Skin Enterprises | Corporate Controller, Internal Auditor | Pre‑2017 | Internal controls and reporting discipline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PwC | Assurance (Audit) | Prior to Nu Skin | Public company audit, controls, reporting rigor . |
| Public, tech‑enabled wellness company | Assistant Controller | Prior to Nu Skin | SEC reporting and operational finance experience . |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $410,595 | $491,803 | Committee raised salary from $450,000 to $500,000 effective March 2024 . |
| Target Bonus (% of Salary) | 75% (set at promotion) | 75% | Under Executive Cash Incentive Plan . |
| All Other Compensation ($) | $88,030 | $92,032 | Includes deferred comp contributions ($49,070), 401(k) ($13,800), perquisites ($23,810), other ($5,352) in 2024 . |
Performance Compensation
| Component | Metric | Weight | 2024 Target | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|
| Annual Bonus (Executive Cash Incentive Plan) | Adjusted Revenue | 37.5% | $1,903,400k | $1,808,151k | 0% due to OI gate . |
| Adjusted Operating Income | 37.5% | $136,333k | $104,023k | 0% . | |
| Strategic Goals (4 equally weighted) | 25% | Varies | Mixed (e.g., SKU reduction 154.4%; Rhyz revenue 112.3%) | Capped at 25% aggregate when OI gate fails . | |
| Annual Bonus – Individual Outcome | — | — | Target $375,000 | Paid $93,750 | 25% of target . |
| Long‑term Equity (2024 grant) | PRSUs (Adjusted EPS) | 50% | 2024 Tranche goal $1.51 EPS | 0.84 Adjusted EPS | 28% of target tranche . |
| Time‑based RSUs | 50% | 43,444 units | Vests 25% annually (see vesting) | Time‑based schedule . | |
| One‑time Bonuses (2025 timing) | Mavely Value Creation | — | — | $800,000 (50% paid 2025; 25% in 2026; 25% in 2027; service‑contingent) | Retention‑structured . |
Multi‑year Compensation (SEC Summary Compensation Table)
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | $410,595 | $491,803 |
| Bonus (includes Mavely bonus) | $7,692 | $800,000 |
| Stock Awards | $1,165,743 | $1,035,271 |
| Non‑Equity Incentive Plan Comp | $182,980 | $93,750 |
| All Other Compensation | $88,030 | $92,032 |
| Total | $1,855,040 | $2,512,856 |
Equity Ownership & Alignment
- Stock ownership guidelines require executives to hold shares equal to 2.5x base salary; executives must retain 50% of net shares until compliant; all NEOs compliant as of March 31, 2025 .
- Hedging and pledging of Nu Skin securities are prohibited for directors and employees .
| Beneficial Ownership (as of 4/1/2025) | Shares | % of Class |
|---|---|---|
| James D. Thomas | 36,102 (includes 16,531 right‑to‑acquire within 60 days) | <1% |
| Outstanding Awards (12/31/2024) | Terms | Quantity | Value Basis |
|---|---|---|---|
| PSO (2/15/2020) | $30.45 strike; exp 2/15/2027 | 13,821 | Out‑of‑the‑money at $6.89 year‑end . |
| PSO (2/15/2021) | $48.81 strike; exp 2/15/2028 | 2,710 | Out‑of‑the‑money at $6.89 year‑end . |
| RSU (2/15/2021) | Time‑based | 614 unvested; $4,230 MV | Market value shown at $6.89 . |
| RSU (2/25/2022) | Time‑based | 4,278 unvested; $29,475 MV | $6.89 close . |
| RSU (3/31/2023) | Time‑based (vests 2/15/2024 & 2/15/2025) | 3,180; $21,910 MV . | |
| RSU (7/26/2023) | Time‑based (vests Aug 1 for 4 years) | 6,246; $43,035 MV . | |
| PRSU (2/25/2022) | EPS‑based (2022–2024 tranches) | 279 unearned target; $1,924 MV . | |
| PRSU (2/22/2023) | EPS‑based (2023–2025 tranches) | 571 unearned target; $3,931 MV . | |
| PRSU (7/26/2023) | EPS‑based (2023–2025 tranches) | 1,388 unearned target; $9,563 MV . | |
| PRSU (2/27/2024) | EPS‑based (2024–2026 tranches) | 43,444 target; $299,329 MV . | |
| RSU (2/27/2024) | Time‑based | 43,444; $299,329 MV . |
Vesting schedules: Standard RSUs vest one‑fourth annually beginning Feb 15 of the year after grant; exceptions—3/31/2023 RSUs vest on Feb 15, 2024 & 2025; 7/26/2023 RSUs vest Aug 1 over four years; PRSUs vest in tranches after Committee approves Adjusted EPS for each performance year (with 2024 tranches: 2022 0%, 2023 0%/partial, 2024 28% for 2024 grants) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Involuntary not for cause) | Pro‑rata earned bonus; lump sum 1.25x annual salary; 12 months healthcare continuation . |
| Change‑in‑Control (CIC) | Pro‑rata earned bonus; lump sum 1.5x (salary + target bonus); CIC equity acceleration per plan (target for performance awards) if not assumed or upon qualifying termination post‑CIC; performance‑based vesting subject to actual results . |
| Non‑compete/Non‑solicit/Non‑disclosure | Obligations generally remain for one year post‑employment to receive severance; awards cancellable for competitive activity; forfeiture of gains possible . |
| Clawback | Executive Officer Incentive Compensation Recovery Policy adopted Nov 2023 (Section 10D; three‑year lookback on incentive comp for restatements); awards and prior plans subject to clawback . |
| Indemnification | Individual indemnification agreements with advancement of expenses; D&O insurance maintained . |
| Equity Retention Guidelines | CEO 6.0x salary; other execs 2.5x; directors 5.0x; 50% net share retention until compliant; all NEOs in compliance as of 3/31/2025 . |
| Trading Policies | Hedging and pledging prohibited; directors/employees cannot pledge securities or engage in hedging . |
Compensation & Incentives Structure Analysis
- Variable pay tied to multi‑metric annual bonus (Adjusted Revenue, Adjusted Operating Income, Strategic Goals) and multi‑year PRSUs tied to Adjusted EPS; bonus rigor includes an operating income gate that zeroed out financial metric payouts in 2024, capping awards at 25% based on strategic goal partial achievement .
- Shift away from options: Company has not granted executive options since 2021; 2024 program is 50% PRSUs and 50% RSUs; PRSU tranches for 2022–2024 heavily under‑earned (0% in 2022/2023 tranches; 28% for 2024 tranche), reflecting pay‑for‑performance alignment .
- One‑time retention/transaction bonuses: $800,000 Mavely value creation bonus for Thomas, paid 50/25/25 across 2025–2027 contingent on continued employment, strengthening retention incentives .
- Consultant independence and peer group governance: Semler Brossy engaged; peer group includes Beyond, Prestige Consumer Healthcare, Edgewell, Hain Celestial, Helen of Troy, Herbalife, USANA, etc.; Coty removed and Olaplex added for 2025 decisions .
- Say‑on‑pay support: 96% approval in 2024, indicating shareholder endorsement of program design .
Performance & Track Record
- Value creation: Mavely sale in Jan 2025 at $250M total value and expected ~$201M net cash proceeds; Committee recognized executive contributions (Thomas $800k bonus); proceeds used to pay down $115M of debt, highlight disciplined capital management .
- Operational initiatives: CFO led projects on cross‑functional efficiencies and margin improvement; led global financial operations alignment; active in M&A strategy .
- 2024 business context: Revenue $1.73B with 3.8% FX headwind; adjusted operating income below minimum goal; Rhyz segments grew 32% YoY; debt paydown $110M in 2024 and additional $115M in Jan 2025 post‑sale .
Deferred Compensation & Benefits
| DCP 2024 | Exec Contributions | Company Contributions | Earnings | Withdrawals | Ending Balance |
|---|---|---|---|---|---|
| James D. Thomas | $24,481 | $49,070 | $55,304 | $(5,262) | $451,607 |
Company provides 401(k) matching and nonqualified DCP matching (up to 5% base salary) plus discretionary 5% contributions; vesting mechanics disclosed; all distributions paid in cash .
Vesting Schedules and Insider Selling Pressure
- Options are significantly out‑of‑the‑money at 12/31/2024 ($6.89 close vs $30.45/$48.81 strikes), limiting exercise‑driven selling; plan explicitly noted no option value at year‑end due to underwater status .
- RSUs: regular annual vesting creates periodic taxable events; guideline‑driven 50% net share retention mitigates near‑term selling pressure .
- PRSUs: low payout of 2024 tranche (28%) and 0% for 2022/2023 tranches reduces incremental supply from performance equity .
Equity Ownership & Alignment Details
- Beneficial ownership: 36,102 shares; right to acquire 16,531 within 60 days; overall executive and director group holds ~2.0% .
- No hedging/pledging allowed; equity retention guidelines enforce multi‑year alignment; all NEOs compliant .
Employment Terms (Severance & CIC Economics)
| Scenario | Cash | Equity | Health Benefits |
|---|---|---|---|
| Involuntary not for cause | 1.25x salary + pro‑rata earned bonus | Unvested awards generally terminate | 12 months continuation (lump sum) |
| CIC + qualifying termination | 1.5x (salary + target bonus) + pro‑rata bonus | Acceleration for unvested RSUs; PRSUs vest based on actual performance or target as governed; if awards not assumed at CIC, immediate acceleration | 12 months continuation (lump sum) |
Investment Implications
- Pay‑for‑performance is biting: 2024 bonus financial components zeroed out; PRSU tranches under‑earned—comp aligns with execution outcomes; signals tighter capital discipline under Thomas .
- Low insider selling pressure near‑term: underwater options and guideline‑mandated retention mean vest‑driven supply likely limited; RSU vesting exists but retention rules apply .
- Retention risk moderated: staggered Mavely bonus (50/25/25) and severance/CIC protections lower near‑term flight risk; structure incentivizes tenure through 2027 .
- Alignment safeguards: robust clawback, anti‑hedging/pledging, ownership guidelines and indemnification fortify governance; say‑on‑pay support (96%) reduces compensation overhang .
- Execution watch‑items: Company TSR deterioration (2024) and revenue contraction require continued margin improvement and growth in Nu Skin core; Thomas’s mandate includes operational efficiency and capital deployment—track Adjusted OI and EPS vs PRSU goals to gauge momentum .