Laura Nathanson
NU SKIN ENTERPRISESAbout Laura Nathanson
Independent director since 2019; age 67; BA, Wesleyan University. Former Disney advertising executive with 40+ years in sales, advertising, and customer engagement. Current roles: Chair, Nominating & Corporate Governance Committee; member, Compensation & Human Capital Committee. Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company (Disney Advertising Sales) | EVP, Revenue & Operations | 2017–2019 | Led revenue and operations; adapted to industry shifts (digital advertising, millennial demographic). |
| ABC Family/Freeform | EVP, Sales & Marketing | 2002–2017 | Built customer-focused strategies; digital/social media sales promotion. |
| ABC Network Sales | Sales/Advertising positions | Pre-2002 | Long-track record in media sales. |
| Fox Broadcasting | Sales/Advertising positions | Pre-2002 | Media sales experience. |
| Various media agencies | Sales/Advertising positions | Pre-2002 | Client and customer engagement expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed for Nathanson. |
Board Governance
- Committee leadership and service: Chair, Nominating & Corporate Governance; member, Compensation & Human Capital. Committees comprised solely of independent directors; independent directors meet regularly in executive sessions.
- Independence: Board determined Nathanson is independent (NYSE standard).
- Attendance and engagement: Board met 10 times in 2024; each director attended more than 75% of Board and committee meetings during their service period. Committee meetings in 2024: Audit (6), Compensation & Human Capital (8), Nominating & Corporate Governance (6).
- Governance processes: Annual Board and committee evaluations; in 2024 the Nominating & Corporate Governance Committee led a third‑party facilitated evaluation to enhance Board effectiveness.
- Scope of Nominating & Corporate Governance oversight: CEO succession planning, broader management succession, governance guidelines, reputational and sustainability oversight (social, climate, environmental).
- Ownership alignment safeguards: Equity retention requirements, hedging and pledging prohibited for directors.
Fixed Compensation
| Component | Policy/Amount | FY 2024 Actual | Notes |
|---|---|---|---|
| Board annual cash retainer | $85,000 | Included in total | Program established in 2021; reviewed 2025 with no changes. |
| Committee membership fee | $10,000 per committee | Two committees = $20,000 | Applies to all committees. |
| Committee chair fee | $15,000 (non‑Audit chairs) | Nathanson is Nominating & Corporate Governance Chair = $15,000 | Audit Chair is $20,000; other chairs $15,000. |
| Lead Independent Director fee | $25,000 | Not applicable | Lead Independent Director is Campbell. |
| Meeting fees | None (Board may approve for special committees/extraordinary circumstances) | — | |
| Event/day fee | Up to $1,500 per day for corporate events/travel | Potential incremental | |
| Total cash fees (FY 2024) | — | $121,500 | Director compensation table (Nathanson). |
Performance Compensation
| Equity Component | Policy/Grant | Vesting/Terms | FY 2024 Details |
|---|---|---|---|
| Annual equity award (RSUs) | $150,000 value RSUs per year | One‑year vesting; no dividends before vesting | Granted 11,330 RSUs on June 7, 2024; vest May 29, 2025; FY 2024 stock awards fair value $147,403. |
| Non‑employee director cap | $750,000 (cash + grant date fair value per calendar year) | Plan limit | Applies under 2024 Omnibus Incentive Plan. |
| Hedging/pledging | Prohibited for directors | Alignment safeguard | Short sales, options, swaps, collars, exchange funds banned; pledging banned. |
| Equity retention guidelines | 5× annual cash retainer value | Must retain 50% of net shares until guideline met; 5‑year phase‑in | All directors in compliance as of Mar 31, 2025. |
| Clawback/cancellation (plan) | Awards subject to cancellation/recoupment for violations/misconduct | Applies per plan policies | Company clawback policy and plan provisions allow recovery; primarily directed at incentive‑based comp and executives. |
Performance metrics are not used for director RSU grants; awards are time‑based and governed by the plan’s alignment and clawback safeguards.
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No shared directorships with competitors/suppliers/customers disclosed for Nathanson. |
Expertise & Qualifications
- Deep sales, advertising, and customer engagement expertise; recognized for adapting early to shifts like digital advertising and millennial trends, streamlining processes, and promoting sales via digital/social media.
- Strategic planning perspective valuable to Nu Skin’s digital business and marketing analytics focus.
- Education: BA, Wesleyan University.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Right to Acquire within 60 days | Notes |
|---|---|---|---|---|
| Laura Nathanson | 21,630 | <1% | 11,330 | As of April 1, 2025; “right to acquire” reflects RSUs vesting within 60 days. |
| Directors & officers (13 persons) | 976,718 | 2.0% | 332,678 | Group totals provided for context. |
| Ownership guidelines | 5× annual cash retainer | — | — | All directors compliant as of Mar 31, 2025. |
| Hedging/pledging | Prohibited | — | — | Policy applies to directors and employees. |
Governance Assessment
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Strengths: Independent director; chairs Nominating & Corporate Governance (succession, sustainability, reputational risk); member of Compensation & Human Capital; robust governance processes with third‑party facilitated evaluations; strong ownership alignment via retention guidelines and hedging/pledging bans; consistent attendance threshold met; clear, capped director equity program.
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Compensation signals: Director program balanced (cash + RSUs) with reasonable caps; no options; annual equity at ~$150k, vesting in one year; external independent consultant (Semler Brossy) supports pay governance; no changes recommended in early 2025 review.
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Conflicts/Related parties: No related‑person transactions disclosed for Nathanson; related‑party employment/compensation noted for family members of CEO/Chair, but not linked to Nathanson.
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Risk indicators: Mandatory retirement age of 77 (applicable to directors joining 2023+); regular executive sessions and majority voting with resignation policy; 2024 say‑on‑pay support was 96%, indicating positive investor sentiment around pay governance.
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RED FLAGS: None material identified for Nathanson (no pledging/hedging, no related‑party transactions, attendance >75%).