Mark Zorko
NU SKIN ENTERPRISESAbout Mark A. Zorko
Independent director since September 2024; age 73. Seasoned CFO and board member across NYSE/OTC/LSE companies, CPA, NACD Director Certified and Board Leadership Fellow, with NACD CERT Certificate in Cybersecurity Oversight (2019). Appointed to NUS’s Audit and Nominating & Corporate Governance Committees; designated an Audit Committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westell Technologies, Inc. | Director; Audit Committee Chair; Compensation Committee Member | 2017–2024 | Led audit oversight; helped guide compensation decisions |
| Multiple public companies (NYSE/OTC/LSE AIM) | CFO or Interim CFO | 2006–2019 | Financial leadership through transactions and operations |
| Tatum CFO Partners, LLP | Partner | 2000–2010 | Executive services in finance for client companies |
| Honeywell, Inc.; Zenith Data Systems; Arthur Andersen & Co. | Finance and accounting roles | Prior to 2000 | Foundational finance, accounting, and audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Modern Mining Technology Corp. (private) | Chairman of the Board | Since 2020 | E‑waste processing firm; private company |
| Military Outreach USA (non‑profit) | Board Member | Current | Community service governance |
| NACD Research Triangle Chapter | Board Member | Current | Director education, governance best practices |
| Advisor to two early‑stage companies | Advisor | Since 2013 | Entrepreneurial, growth-stage advisory |
| Brentwood 401k, LLC | President | 2017–2023 | 401(k) advisory services to middle-market firms |
Board Governance
- Committee assignments: Audit Committee (member) and Nominating & Corporate Governance Committee (member) .
- Audit Committee financial expert: Board determined Zorko, Woodbury, and Campbell meet SEC Item 407(d)(5) criteria .
- Independence: Board determined Zorko is independent under NYSE standards .
- Attendance: Board held 10 meetings in 2024; committees held Audit 6, Compensation & Human Capital 8, Nominating 6. Each director attended >75% of applicable meetings in 2024 .
- Board leadership: Separate Chair/CEO; Lead Independent Director is Daniel W. Campbell; independent directors meet in regular executive session .
- Equity retention: Directors must retain 50% of net shares until holdings = 5x annual retainer; compliance confirmed for all directors as of March 31, 2025 .
- Hedging/pledging: Prohibited for directors and employees .
- Indemnification: Expected to enter standard indemnification agreement, identical to other directors .
- Mandatory retirement: Age 77 for directors joining 2023 or later (Zorko joined in 2024) .
Fixed Compensation
- Non‑employee director program (unchanged after early‑2025 review):
- Annual board cash retainer $85,000; $10,000 per committee; lead independent director $25,000; audit chair $20,000; other committee chairs $15,000; annual RSU grant $150,000; no meeting fees absent special committees .
- Zorko’s 2024 compensation pro‑rated to 75% because he joined ~three months after the 2024 annual meeting .
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $33,875 | Pro‑rated retainer and committee fees |
| All Other Compensation (2024) | $585 | Perquisites/other benefits if applicable |
Performance Compensation
- Annual equity award: RSUs (time‑based; no performance conditions) as part of director program .
- 2024 grant details for Zorko: granted upon appointment.
| Grant Date | Instrument | Number of RSUs | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Sep 10, 2024 | RSUs | 15,935 | $109,633 | Vests May 29, 2025 |
Performance metrics for director equity are not used; RSUs vest time‑based per program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Relevance |
|---|---|---|---|
| Westell Technologies, Inc. | Public (OTC; previously Nasdaq) | Director; Audit Chair; Compensation Committee Member | Telecom/network infrastructure; no disclosed NUS interlock |
| Modern Mining Technology Corp. | Private | Chairman | E‑waste; no disclosed NUS interlock |
| Military Outreach USA | Non‑profit | Board Member | No disclosed NUS interlock |
| NACD Research Triangle Chapter | Non‑profit/professional | Board Member | Governance professional network |
No related‑person transactions involving Zorko were reported, and no arrangements/understandings led to his selection beyond standard process .
Expertise & Qualifications
- CPA; CFO/interim CFO across multiple public companies; deep finance, accounting, audit oversight .
- Strategic planning, M&A, international operations, IT, corporate governance experience .
- NACD Director Certified and Board Leadership Fellow; NACD CERT in Cybersecurity Oversight (2019) .
- Board-designated audit committee financial expert .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 15,935 shares (includes right to acquire within 60 days) |
| Ownership % of shares outstanding | <1% |
| Shares acquirable within 60 days | 15,935 (RSUs vesting by May 29, 2025) |
| Pledging/Hedging | Prohibited by policy |
| Ownership guideline compliance | All directors compliant as of Mar 31, 2025 (5x annual retainer guideline; counts certain unvested time‑based RSUs) |
Governance Assessment
- Strengths:
- Independence, audit committee financial expert designation, and robust credentialing (CPA, NACD) support board effectiveness and risk oversight .
- Time‑based RSU equity plus retention requirements align director incentives with shareholders; hedging/pledging prohibitions reduce misalignment risks .
- Attendance above 75% and active committee service indicate engagement .
- Watch items:
- Age 73 under mandatory retirement at 77 may imply near‑term refresh planning considerations .
- Beneficial ownership is modest (<1%); however, company confirms compliance with ownership guidelines and counts certain unvested RSUs toward thresholds .
- Conflicts/related party:
- No related‑person transactions reported for Zorko; no disclosed interlocks with NUS’s customers/suppliers/competitors .
Director Compensation Detail (2024)
| Category | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 33,875 |
| Stock Awards (RSUs fair value) | 109,633 |
| All Other Compensation | 585 |
| Total | 144,093 |
Committee Participation Snapshot
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 6 |
| Nominating & Corporate Governance | Member | 6 |
Board Structure and Policies
- Lead Independent Director: Daniel W. Campbell .
- Independent director executive sessions: held regularly .
- Equity retention: 5x annual retainer; 50% net shares retention until target; directors in compliance .
- Hedging/pledging: prohibited .
- Annual director elections; majority voting with resignation bylaw .
No Form 4 or additional insider trading details were disclosed in the proxy; appointment 8‑K confirms no related‑person transactions involving Zorko .