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USANA HEALTH SCIENCES INC

For the period ended Dec 28, 2024. Filed Apr 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 28, 2024 · Filed Apr 4, 2025

USNA$13.63-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Mark One)

x Filed by the Registrant

o Filed by a Party other than the Registrant

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12

USANA HEALTH SCIENCES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays as currently valid OMB control number.

A message from

Kevin Guest, Executive Chairman of the Board

April 4, 2025

Dear USANA Shareholders,

We invite you to participate in the Annual Meeting of Shareholders of USANA Health Sciences, Inc. on Monday, May 19, 2025, at 11:00 AM, Mountain Daylight Time. We will conduct the Annual Meeting via a live webcast. There will not be an option for you to attend the Annual Meeting in person. You will be able to participate in the Annual Meeting and vote your shares electronically during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/USNA2025 and entering the 16-digit control number provided in your proxy materials.

We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials, instead of a paper copy of the Proxy Statement and our 2024 Annual Report. The notice contains instructions on how to access those documents over the Internet as well as how to receive a paper copy of our proxy materials. All shareholders who do not receive a notice will receive a paper copy by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

You may vote your shares at the Annual Meeting, or by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials, by mail, by following the instructions on the proxy card or voting instruction card. Submitting your vote in any of these authorized ways will ensure your representation at the Annual Meeting regardless of whether you participate virtually in the Annual Meeting online over the Internet.

Please contact 1-800-586-1548 for any technical difficulties or trouble accessing the virtual meeting or if you are unable to locate your 16-digit control number.

Your vote is important to us and I do hope you will vote as soon as possible. Thank you for your continued support of USANA.

Sincerely,

Kevin Guest

Executive Chairman of the Board

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of USANA Health Sciences, Inc.:

Time:May 19, 2025, 11:00 AM Mountain Daylight Time
Place:Our 2025 Annual Meeting of Shareholders will be a virtual meeting conducted entirely via live webcast over the Internet. You will be able to participate in the Annual Meeting online and vote your shares electronically during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/USNA2025 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials. You will not be able to attend the meeting at a physical location.
Items of BusinessAt the meeting, we will conduct the following business, as more fully described in the Proxy Statement accompanying this Notice of Annual Meeting:
1.Elect the eight directors named in the Proxy Statement;
2.Approve the USANA Health Sciences, Inc. 2025 Equity Incentive Plan
3.Ratify the selection of KPMG LLP as our independent registered public accounting firm for the Fiscal Year 2025;
4.Approve, on an advisory basis, our executive compensation, as described in these proxy materials; and
5.Such other business as may properly come before the meeting or at any postponement or adjournment thereof.
Record Date:The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. You are entitled to notice of, and eligible to vote at, this year’s Annual Meeting if you were a shareholder of record as of the close of business on March 10, 2025.

In accordance with U.S. Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report on Form 10-K for fiscal year 2024 via the Internet. On April 4, 2025, we mailed to shareholders as of the record date a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, by mail, or by telephone.

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board of Directors,
Joshua Foukas
Chief Legal Officer, General Counsel
and Corporate Secretary
Salt Lake City, Utah

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS3
PROXY STATEMENT7
Summary7
Internet Availability of Proxy Materials8
Voting and Quorum, Abstentions and Broker Non-Votes8
Shareholder of Record8
Beneficial Owner8
Quorum8
Broker Non-Votes8
Shares Held in Multiple Accounts9
Proposals to be Voted Upon and Vote Required9
Proposal No. 1 - Election of Directors9
Proposal No. 2 - Approval of the USANA Health Sciences, Inc. 2025 Equity Incentive Plan9
Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm9
Proposal No. 4 - Approval of Executive Compensation9
Revocation and Voting of Proxies9
Revoking a Proxy9
Voting of Proxies10
Proxy Solicitation; Cost of Soliciting Proxies10
Participating in the Virtual Annual Meeting10
Reporting Voting Results10
PROPOSAL #1 – ELECTION OF DIRECTORS11
Director Nominees12
RECOMMENDATION OF THE BOARD OF DIRECTORS15
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE15
Principles of Corporate Governance15
Independent Directors16
Principles of Corporate Governance16
Stock Ownership Requirements16
Lead Independent Director17
Chairman and Chief Executive Officer Roles17
Executive Sessions of Independent Directors17
Prohibition Against Pledging USANA Securities and Hedging Transactions17
Clawback Policy17
Code of Ethics18
Corporate Governance Guidelines18
Committees of the Board of Directors18
Annual Assessment of Board Effectiveness18
Plurality Plus Voting for Directors; Director Resignation Policy18
Term Limits and Mandatory Retirement Age18
Communicating with the Board of Directors18
Risk Oversight and Management19
Audit Committee19
Governance, Risk & Nominating Committee19
Sustainability Committee20
Compensation Committee20
Composition and Meetings of the Board of Directors and its Committees20
Audit Committee20
Governance, Risk & Nominating Committee21
Sustainability Committee21
Compensation Committee21
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION22
DIRECTOR COMPENSATION22
Fiscal Year 2024 Director Compensation22
Cash Compensation22
Equity Compensation22
Director Compensation Table23
PROPOSAL #2 – APPROVAL OF THE USANA HEALTH SCIENCES, INC. 2025 EQUITY INCENTIVE PLAN23
P PROPOSAL #3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM28
Independence28
Fees to Independent Registered Public Accounting Firm28
Policy on Pre-Approval of Audit and Permissible Non-Audit Services28
RECOMMENDATION OF THE BOARD OF DIRECTORS29
REPORT OF THE AUDIT COMMITTEE30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT31
DELINQUENT SECTION 16(a) REPORTS32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS33
Policies and Procedures Regarding Related Party Transactions33
EXECUTIVE COMPENSATION33
Compensation Discussion and Analysis33
Executive Summary33
Summary of 2024 Accomplishments33
Compensation Philosophy and Objectives34
Overview of Components of Executive Compensation Program34
Role of Compensation Committee34
Role of Corporate Management in Assisting Compensation Committee34
Compensation Consultant35
Peer Groups35
Compensation Risk Assessment36
Components of Compensation36
Base Salary36
Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)37
Equity Compensation38
Other Compensation39
Accounting Considerations and Tax Deductibility of Executive Compensation40
REPORT OF THE COMPENSATION COMMITTEE40
SUMMARY COMPENSATION TABLE41
NON-QUALIFIED DEFERRED COMPENSATION TABLE42
GRANTS OF PLAN-BASED AWARDS43
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END44
OPTION EXERCISES AND STOCK VESTED45
EQUITY COMPENSATION PLAN INFORMATION45
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS45
PAY VERSUS PERFORMANCE TABLE46
FISCAL YEAR 2024 CEO PAY RATIO49
PROPOSAL #4 ANNUAL ADVISORY "SAY ON PAY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS' COMPENSATION50
RECOMMENDATION OF THE BOARD OF DIRECTORS50
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF SHAREHOLDERS50
OTHER BUSINESS50
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS51
REDUCING DUPLICATE MAILINGS52
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.