James Winett
NU SKIN ENTERPRISESAbout James M. Winett
James M. “Jim” Winett (age 59) was elected by shareholders to the Nu Skin Enterprises board on May 29, 2025 and announced by the company on June 2, 2025; the board has determined he will serve as an independent director under NYSE standards . He is a managing member and co‑founder of SIZE Advisory Group (2020–present), with prior consulting leadership at firms he founded including DPAA Group (2014–2023); he began his career at Price Waterhouse in Audit/Assurance and Corporate Recovery/Turnaround. He holds a B.S. in Accountancy (University of Illinois Urbana‑Champaign) and an MBA (Northwestern Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SIZE Advisory Group LLC | Managing Member, Co‑Founder | 2020–present | Strategic planning, operations, finance; corporate transactions and financing support |
| DPAA Group, Inc. | Managing Member | 2014–2023 | Advised growth/transformation initiatives; venture-backed/runway optimization |
| Price Waterhouse LLP | Audit & Assurance; Corporate Recovery/Turnaround | Early career | Financial controls, audit rigor, restructuring exposure |
External Roles
- No other public company directorships disclosed in the 2025 proxy or appointment announcement .
Board Governance
- Independence: Board determined Winett will be an “independent director” if elected; he was subsequently elected on May 29, 2025 .
- Committee structure: Audit; Compensation & Human Capital; Nominating & Corporate Governance—each composed solely of independent directors .
- Board practices: Majority voting with resignation bylaw; regular executive sessions led by the Lead Independent Director; mandatory retirement age (77 for directors joining in/after 2023) .
- Attendance: The board held 10 meetings in 2024; each director then in office attended >75% of meetings for their service period (note: Winett was not on the board in 2024) .
- Risk oversight: Defined allocations across committees; Audit oversees cyber/privacy and receives quarterly CISO updates .
Fixed Compensation (Director Program)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Board) | $85,000 | |
| Committee membership retainer | $10,000 per committee | |
| Chair retainers | Audit Chair: $20,000; Other committee chairs: $15,000 | |
| Lead Independent Director retainer | $25,000 | |
| Meeting fees | None (Board may approve for special committees/extraordinary cases) | |
| Annual equity award | $150,000 value (RSUs) | |
| Other | $1,500/day for certain corporate events/travel; reimbursement of reasonable expenses; company products provided for personal/immediate family use | |
| Annual cap | Cash + equity grant date fair value capped at $750,000 per director per calendar year |
Performance Compensation (Director Equity Mechanics)
| Item | Details | Source |
|---|---|---|
| Award type | Time-based restricted stock units (RSUs) to directors; no performance metrics | |
| Vesting convention | Director awards may vest on the earlier of the one‑year anniversary of grant and the next annual meeting (≥50 weeks after prior annual meeting), exempt from the one‑year minimum vesting rule | |
| Clawback/forfeiture | Subject to company clawback policy and forfeiture for competitive/solicitation/confidentiality violations; recovery following accounting restatement possible | |
| Hedging/pledging | Prohibited for directors (hedging and pledging bans) |
Other Directorships & Interlocks
- None disclosed for Winett; no public-company committee interlocks identified in proxy/press materials .
Expertise & Qualifications
- Strategic planning, operations, finance, transaction advisory; experience guiding growth/turnarounds and financings (beneficial to Rhyz arm) .
- Audit/assurance grounding from Price Waterhouse (financial controls, oversight relevance) .
Equity Ownership
| As-of Date | Beneficial Ownership | Notes |
|---|---|---|
| April 1, 2025 (proxy record date) | “—” (not a director yet; nominee), <1% | Beneficial ownership table shows Winett with no reported holdings as nominee |
| June 2–3, 2025 (post‑election filing) | 18,008 shares (acquired via award; post‑transaction holdings 18,008, Direct) | Form 4 filed 06/03/2025; Transaction code “A”; transaction date 06/02/2025; price $0.00 |
| Ownership guidelines | Non‑management directors: 5.0x annual cash retainer; 5‑year phase‑in from Jan 1 following election; counts time‑based unvested RSUs (in part) | |
| Hedging/pledging | Prohibited |
Insider Filings & Transactions
| Date | Form | Transaction | Shares | Price | Post‑Txn Holdings | Link |
|---|---|---|---|---|---|---|
| 06/03/2025 | Form 3 | Initial statement of beneficial ownership | — | — | — | |
| 06/03/2025 (txn 06/02/2025) | Form 4 | Award/Grant (A) – Class A Common Stock | 18,008 | $0.00 | 18,008 (Direct) |
Governance Assessment
- Independence and board refresh: Winett adds independent expertise in strategy/operations/finance; shareholder election carried with strong support (32.35M “For” vs 0.09M “Against”) signaling positive investor reception .
- Alignment and safeguards: Director equity awarded in RSUs with ownership retention guidelines (5x retainer, 5‑year phase‑in), hedging/pledging prohibited, robust clawback/forfeiture under the Amended & Restated 2024 Omnibus Plan .
- Related‑party/Conflicts: Proxy discloses related‑person transactions for certain executives’ family members; no related‑party dealings disclosed for Winett or his firms. Continued monitoring advisable given his advisory background, but no exposure is reported .
- Attendance/engagement: Board held 10 meetings in 2024 with >75% attendance for sitting directors; Winett joined post‑2024. Committees are fully independent with defined risk oversight (including cyber/privacy under Audit) .
- Shareholder sentiment: Say‑on‑pay and the amended 2024 Omnibus Incentive Plan were approved at the 2025 Annual Meeting (advisory comp approval 30.21M For; plan approval 30.54M For), indicating broad investor support for compensation governance .
RED FLAGS: None identified specific to Winett as of election—no related‑party transactions, no hedging/pledging permitted, and compensation structure aligns with standard director practices. Continue to watch for committee assignments and any future related‑party disclosures.
Notes on Committee Assignments
- The 2025 proxy lists committee membership for incumbents during 2024 (all‑independent committees); Winett’s specific committee assignments were not disclosed in the proxy or appointment press release and were not included in the 2025 AGM vote 8‑K. Monitoring of the company’s Committee Composition page and subsequent filings is recommended for updates .