Thomas Pisano
NU SKIN ENTERPRISESAbout Thomas R. Pisano
Independent director of Nu Skin Enterprises (Nu) since 2008 with deep operating experience in direct selling and consumer goods. Age 80; B.S. from Georgia Institute of Technology and M.B.A. from Dartmouth College (Tuck) . Biography highlights 25 years at Avon (including VP, Global New Business Development), VP & Head of International at The Topps Company (1995–1997), and COO (1998–2004) then CEO (2005–2010) and director of Overseas Military Sales Corp. (OMSC) . Currently serves on Nu’s Audit Committee and Compensation & Human Capital Committee; the Board classifies him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avon Products, Inc. | Various roles incl. VP, Global New Business Development; ran international business in LATAM, Europe, Asia | 1969–1994 | Led global new market openings and global product launches |
| The Topps Company, Inc. | Vice President & Head of International Division | 1995–1997 | Led international operations for a global consumer brand |
| Overseas Military Sales Corp. (OMSC) | Chief Operating Officer; Director | 1998–2004 | Senior operating leadership in vehicle marketing to overseas U.S. military |
| Overseas Military Sales Corp. (OMSC) | Chief Executive Officer; Director | 2005–2010 | CEO through retirement in 2010 |
External Roles
- No other public company directorships are listed in Mr. Pisano’s biography in Nu’s latest proxy statement .
Board Governance
- Independence: Board deems Pisano independent under NYSE listing standards .
- Committee assignments (2024 activity shown):
- Audit Committee: Member; Audit Committee held 6 meetings in 2024 .
- Compensation & Human Capital Committee: Member; Committee held 8 meetings in 2024 .
- Not a designated “audit committee financial expert” (experts named: Woodbury, Campbell, Zorko) .
- Prior chair role: Served as Chair of the Compensation & Human Capital Committee prior to April 2023 .
- Attendance and engagement: Board met 10 times in 2024; each director attended >75% of Board and applicable committee meetings for their period of service .
- Lead Independent Director: Daniel W. Campbell; independent directors meet regularly in executive session .
- Governance processes: Annual Board and committee evaluations; 2024 evaluation used a third‑party facilitator for fresh perspectives and candor .
- Policies: Hedging and pledging of company stock prohibited for directors; equity retention guidelines apply (see Ownership) .
Fixed Compensation
- Non-employee director compensation program (as last reviewed early 2025; unchanged since 2021):
- Annual cash retainer: Board $85,000; Committee membership $10,000 per committee; Lead Independent Director +$25,000; Audit Chair +$20,000; other committee chairs +$15,000; no meeting fees (except special circumstances) .
- Annual equity award: RSUs valued at $150,000 (grant-date fair value) .
| Year | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 106,500 | 147,403 (June 7, 2024 RSU grant) | — | 253,903 |
Notes: On June 7, 2024, each continuing non-employee director (including Pisano) received 11,330 RSUs vesting May 29, 2025; as of December 31, 2024 there were no outstanding stock or option awards for directors other than these RSUs .
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics apply to director compensation (unlike NEO PRSUs) .
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms | Source |
|---|---|---|---|---|---|
| 2024-06-07 | RSU | 11,330 | 147,403 | Vests 2025-05-29 | 2025 DEF 14A |
| 2025-06-02 | Equity award (Form 4 “A”) | 18,008 | 0 (award) | Not stated in Form 4; typical annual director grant | SEC Form 4: https://www.sec.gov/Archives/edgar/data/1021561/000106299325010895/0001062993-25-010895-index.htm |
Other Directorships & Interlocks
- No external public company directorships or interlocks disclosed for Mr. Pisano in the current proxy .
Expertise & Qualifications
- Direct selling and consumer goods operator (Avon, Topps, OMSC) with global market development experience across ~50 countries; strategic product launch and international P&L leadership .
- Education: B.S. (Georgia Tech); M.B.A. (Dartmouth/Tuck) .
- Committee experience: Longstanding service on Audit and Compensation & Human Capital Committees; prior Compensation Committee Chair .
Equity Ownership
- Beneficial ownership (Apr 1, 2025 record date): 72,176 shares; includes 60,846 shares jointly owned with spouse; less than 1% of outstanding shares .
- “Right to acquire within 60 days” (as of Apr 1, 2025): 11,330 shares (reflecting the June 2024 RSUs vesting May 29, 2025) .
- Unvested director RSUs outstanding at 12/31/2024: 11,330 (granted June 7, 2024) .
- Insider transactions (Form 4):
- 2024-06-07: Award of 11,330 shares; post-transaction ownership 72,176; Form 4 link: https://www.sec.gov/Archives/edgar/data/1021561/000106299324012322/0001062993-24-012322-index.htm
- 2025-06-02: Award of 18,008 shares; post-transaction ownership 90,184; Form 4 link: https://www.sec.gov/Archives/edgar/data/1021561/000106299325010895/0001062993-25-010895-index.htm
| Metric | Value |
|---|---|
| Beneficially owned shares | 72,176 (incl. 60,846 jointly with spouse) |
| % of Class A outstanding | <1% |
| Right to acquire within 60 days | 11,330 (June 2024 RSUs vesting May 29, 2025) |
| Unvested RSUs at 12/31/2024 | 11,330 |
| Post‑txn ownership (Form 4, 2025-06-02) | 90,184 (after 18,008 award) |
Alignment safeguards:
- Ownership/retention: Directors must hold stock equal to 5x annual cash retainer; ongoing requirement to retain 50% of net shares until guideline met; as of March 31, 2025, all directors were in compliance .
- Hedging/pledging: Prohibited for directors and employees .
Governance Assessment
-
Strengths
- Independence and committee service: Independent director; sits on both Audit and Compensation & Human Capital committees; prior chair of Compensation committee—indicates governance depth .
- Attendance and engagement: Board met 10 times in 2024; each director exceeded 75% attendance; robust committee cadence (Audit 6; Compensation 8) .
- Shareholder alignment: Material portion of director pay in equity; stock ownership/retention requirements; hedging/pledging banned .
- Governance processes: Annual evaluations with third‑party facilitator in 2024; strong related‑party review; no related‑person transactions disclosed for Mr. Pisano .
- Compensation governance context: Company maintains a formal clawback policy (Recovery Policy adopted Nov 2023) and plan-level recoupment/cancellation provisions—positive signal for board oversight of pay risk (primarily executive-focused) .
-
Watch items
- Board refreshment optics: Board adopted a mandatory retirement age of 77 for directors first joining during/after 2023; policy does not apply to Mr. Pisano (joined 2008). His age is 80; continued service is permissible under current policy but investors may monitor refreshment balance given overall board tenure mix .
- Financial expert designation: Not designated an “audit committee financial expert”; the committee includes other members with that designation (Woodbury, Campbell, Zorko) .
Related-Party Exposure and Conflicts
- Company discloses related-person transactions review under Audit Committee oversight; 2025 proxy lists family employment matters for CEO and Executive Chairman—not involving Mr. Pisano; no related‑person transactions disclosed for him .
Say‑on‑Pay & Shareholder Feedback (context)
- Advisory vote support for executive compensation: 96% approval at 2024 annual meeting—indicates broad investor support for comp framework overseen by the Compensation & Human Capital Committee (of which Pisano is a member) .