DEF 14A 1 nc10019523x1_def14a.htm DEF 14A

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 (Amendment No. )

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to § 240.14a-12

USANA Heatlh Sciences, Inc.

(Name of Registrant as Specified in its Charter)

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

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March 30, 2021

Dear USANA Shareholders,

We are excited to invite you to participate in the Annual Meeting of Shareholders of USANA Health Sciences, Inc. on Monday, May 10, 2021 at 11:00 a.m., Mountain Daylight Time. We will conduct the Annual Meeting via a live webcast. 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/USNA2021 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 2020 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. You also may vote 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
				Chief Executive Officer & Chairman of the Board

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3838 West Parkway Boulevard

Salt Lake City,

Utah 84120-6336

(801) 954-7100

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of USANA Health Sciences, Inc.:

Time:	May 10, 2021 11:00 a.m. Mountain Daylight Time
Place:	The 2021 Annual Meeting of Shareholders of USANA Health Sciences, Inc. will be held on May 10, 2021, at 11:00 a.m. Mountain Daylight Time. Our Annual Meeting 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/USNA2021 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.
Items of Business	At 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 seven directors named in the Proxy Statement;
	2.	Ratify the selection of KPMG LLP as our independent registered public accounting firm for the Fiscal Year 2021;
	3.	Approve, on an advisory basis, our executive compensation, as described in these proxy materials; and
	4.	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 12, 2021.

In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report on Form 10-K for fiscal 2020 via the Internet. On March 30, 2021, 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
	March 30, 2021

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			ii
PROXY STATEMENT			6
Summary			6
Internet Availability of Proxy Materials			6
Voting and Quorum, Abstentions and Broker Non-Votes			7
Shareholder of Record			7
Beneficial Owner			7
Quorum			7
Broker Non-Votes			7
Shares Held in Multiple Accounts			7
Proposals to be Voted Upon and Vote Required			8
Proposal No. 1 - Election of Directors			8
Proposal No. 2 - Ratification of Selection of Independent Registered Public Accounting Firm			8
Proposal No. 3 - Approval of Executive Compensation			8
Revocation and Voting of Proxies			8
Revocation a Proxy			8
Voting of Proxies			8
Proxy Solicitations; Cost of Soliciting Proxies			9
Participating in the Virtual Annual Meeting			9
Reporting Voting Results			9
PROPOSAL #1 – ELECTION OF DIRECTORS			10
Director Nominees			10
RECOMMENDATION OF THE BOARD OF DIRECTORS			13
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			14
Principles of Corporate Governance			14
Independent Directors			14
Sustainability USANA ESG and CSR			14
USANA Foundation			15
Environmental Impact			15
Hiring and Employment Practices			16
Efforts Surrounding the COVID-19 Pandemic			16
Going Forward			16
Principles of Corporate Governance			16
Stock Ownership Requirements			17
Lead Independent Director			17
Separation of Chairman and Chief Executive Officer Roles			17
Executive Sessions of Independent Directors			17
Prohibition Against Pledging USANA Securities and Hedging Transactions			18
Code of Ethics			18
Corporate Governance Guidelines			18
Committees of the Board of Directors			18
Annual Assessment of Board Effectiveness			18
Plurality Plus Voting for Directors; Director Resignation Policy			18
Term Limits and Mandatory Retirement Age			19
Communicating with the Board of Directors			19
Risk Oversight and Management			19
Audit Committee			19
Governance, Risk & Nominating Committee			20
Sustainability Committee			20

2021 Proxy Statement

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Compensation Committee			20
Composition and Meetings of the Board of Directors and its Committees			20
Audit Committee			21
Governance, Risk & Nominating Committee			21
Sustainability Committee			22
Compensation Committee			22
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			23
DIRECTOR COMPENSATION			23
Fiscal Year 2020 Director Compensation			23
Cash Compensation			23
Equity Compensation			23
Director Compensation Table			24
PROPOSAL #2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Independence			25
Audit Fees			25
Policy on Pre-Approval of Audit and Permissible Non-Audit Services			26
RECOMMENDATION OF THE BOARD OF DIRECTORS			26
REPORT OF THE AUDIT COMMITTEE			27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			28
DELINQUENT SECTION 16(a) REPORTS			29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			30
Policies and Procedures Regarding Related Party Transactions			30
Related Party Transactions			30
EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Introduction and Executive Summary			31
Executive Summary			31
Summary of 2020 Accomplishments			31
Compensation Philosophy and Objectives			32
Overview of Components of Executive Compensation Program			32
Role of Compensation Committee			32
Role of Corporate Management in Assisting Compensation Committee			32
Compensation Consultant			33
Peer Group			33
Compensation Risk Assessment			33
Components of Compensation			34
Base Salary			34
Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)			34
Equity Compensation			35
Other Compensation			36
Accounting Considerations and Tax Deductibility of Executive Compensation			36
REPORT OF THE COMPENSATION COMMITTEE			38
SUMMARY COMPENSATION TABLE			39
FISCAL YEAR 2020 CEO PAY RATIO			40
GRANTS OF PLAN-BASED AWARDS FOR 2020			41

2021 Proxy Statement

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We are furnishing this proxy statement (“Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of USANA Health Sciences, Inc. for our Annual Meeting of Shareholders to be held via live webcast on Monday, May 10, 2021, at 11:00 a.m. (Mountain Daylight Time), and any adjournment or postponement thereof (the “Annual Meeting”). Online access is at www.virtualshareholdermeeting.com/USNA2021, beginning at 10:55 a.m. Mountain Time. Shareholders of record as of the close of business on March 12, 2021 (the “Record Date”) may vote and participate in the Annual Meeting using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or by following the instructions contained in your proxy materials. A Notice of Internet Availability of Proxy Materials was first mailed or delivered on March 30, 2021. In this Proxy Statement, we use the terms “USANA,” the “Company,” “we,” “our,” “ours,” and “us” to refer to USANA Health Sciences, Inc., a Utah corporation, and not to any other person.

Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. A shareholder giving a proxy has the power to revoke it prior to the Annual Meeting. If you participate in the live webcast, you may revoke your proxy and vote during the virtual meeting.


	www.ProxyVote.com no later than 11:59 p.m., Eastern Time, May 9, 2021			1-800-579-1639 until 11:59 p.m., Eastern Time, May 9, 2022			Complete, sign, and return your proxy card by email (Please include your control number in the subject line) sendmaterial@proxyvote.com

Item Number	Item Description	Board Recommendation
1	Election of Directors	FOR Each Nominee
2	Ratification of Selection of Independent Registered Public Accounting Firm	FOR
3	Advisory Vote to Approve Executive Compensation	FOR

Internet Availability of Proxy Materials

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow us to deliver proxy materials to our shareholders on the Internet. Under these rules, on March 30, 2021, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the Fiscal Year ended January 2, 2021 (“Fiscal Year 2020”). The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote over the Internet, by mail or by telephone. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you specifically request these materials.

Internet distribution of proxy materials helps us expedite receipt of the materials by shareholders, lower the cost of our Annual Meeting, and reduce the environmental impact of our Annual Meeting. However, if you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of the proxy materials, please follow the instructions for requesting those materials contained in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

2021 Proxy Statement

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Voting and Quorum, Abstentions and Broker Non-Votes

Only registered holders of record (“shareholders”) of our common stock on the Record Date are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were 20,623,664 shares of our common stock outstanding. Common stock is our only class of voting stock. You may vote all shares owned by you as of the Record Date, including (i) shares held directly by you in your name as the shareholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Shareholder of Record. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the shareholder of record with respect to those shares. As a shareholder of record, you are entitled to vote in any one of the following ways:

•	By Internet or by telephone. Follow the instructions included in the one-page Notice of Internet Availability of Proxy Materials or, if you received printed materials, in the proxy card, to vote by Internet or telephone.

•

By mail. If you received your proxy materials by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations as noted below.

•

Online at the Annual Meeting. Shareholders who choose to participate in the virtual Annual Meeting can vote via the virtual meeting website by visiting www.virtualshareholdermeeting.com/USNA2021. You will need the 16-digit control number included on your Notice of Internet Availability of proxy materials in order to participate in the virtual Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com. Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the virtual Annual Meeting.

Beneficial Owner. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. Because you are not the shareholder of record, you may not vote your shares at the virtual Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Quorum. Each share of common stock is entitled to one vote on all matters on which shareholders may vote. There is no cumulative voting in the election of directors or any other matter. A majority of our shares of common stock outstanding as of the Record Date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a “quorum.” Shares of common stock held of record by shareholders in attendance online at the Annual Meeting or represented by a properly executed and returned proxy will be treated as present at the Annual Meeting for purposes of determining the presence of a quorum, without regard to whether the proxy is marked as casting a vote or withholding authority or abstaining with respect to a particular matter.

Broker Non-Votes When shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares a broker non-vote occurs. Under New York Stock Exchange (“NYSE”) rules, a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to participate in the virtual Annual Meeting. All of the proposals presented at the Annual Meeting, other than the ratification of KPMG LLP as our independent registered public accounting firm for the Fiscal Year 2021, are non-routine matters. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

Shares Held in Multiple Accounts. If you hold shares in more than one account, you will receive a Notice of Internet Availability of Proxy Materials or separate voting instructions for each account. To ensure that all of your shares in each account are voted at the Annual Meeting, you must vote in accordance with the Notice of Internet Availability of Proxy Materials or the separate voting instructions that you receive for each account.

2021 Proxy Statement

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Proposals to be Voted Upon and Vote Required

Proposal No. 1 – Election of Directors. The Governance, Risk & Nominating Committee of the Board has nominated seven directors for election at the Annual Meeting to hold office until the 2022 annual meeting. You may cast a vote “FOR” or “WITHHOLD” your vote in the election of a director. Directors will be elected by a plurality of the votes cast. This means that the nominees with the most “FOR” votes will be elected. A “WITHHOLD” vote will have no effect on the election’s outcome, because the candidates who receive the highest number of “FOR” votes are elected, and when candidates run unopposed, they only need a single “FOR” vote to be elected. However, pursuant to our bylaws, “WITHHOLD” votes may still have an effect on individual director nominees, as explained below.

Pursuant to our bylaws, an incumbent director nominee elected in an uncontested election (i.e., an election in which the number of nominees is equal to the number of directors to be elected at the meeting) who receives a greater number of “WITHHOLD” votes than “FOR” votes at the Annual Meeting, must tender his or her resignation to the Board. The remaining Board members will then determine whether to accept the resignation and publicly disclose its decision following the date they make their decision. See “Plurality Plus Voting for Directors; Director Resignation Policy” in the section “Board of Directors and Corporate Governance,” below.

Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm. The Audit Committee of the Board has appointed, and is asking shareholders to ratify, KPMG LLP (“KPMG”) as our independent registered public accounting firm for Fiscal Year 2021. Ratification requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” such proposal). On this proposal you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes are not considered votes cast and will have no effect on the vote for this proposal.

Proposal No. 3 – Advisory Vote to Approve Executive Compensation. Our Board and the Compensation Committee of the Board are committed to excellence in corporate governance and to executive compensation programs aligning the interests of our executives with the interests of our shareholders. They are requesting, on an advisory basis, the approval of this proposal, which requires the affirmative vote of the majority of the votes cast (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” such proposal). On this proposal you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the vote’s outcome on this proposal.

Revocation and Voting of Proxies

Revoking a Proxy. If you give your proxy pursuant to this solicitation, you may revoke it at any time prior to the Annual Meeting. You may revoke a previously provided proxy by: (i) delivering to our Corporate Secretary a written revocation of proxy; (ii) executing a new proxy that bears a later date; or (iii) participating in the Annual Meeting and voting your shares online at the Annual Meeting. Attendance at the virtual Annual Meeting online will not, by itself, result in revoking a proxy. You should also be aware that if you are a beneficial owner, meaning that your shares of USANA common stock are held of record in an account by a broker, bank, trustee, or other nominee, and you wish to revoke a proxy or change your vote, you must contact the broker, bank, trustee, or other nominee to revoke any prior voting instructions and provide new voting instructions.

Voting of Proxies. All valid, unrevoked proxies will be voted in accordance with the specifications in the proxies and as directed. If a proxy is properly executed and returned and no voting specifications are indicated therein, the shares will be voted as follows:

•	FOR each of the seven nominees for director named in this Proxy Statement, to serve for a term of one year or until their respective successors are elected and qualified;

•	FOR the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for Fiscal Year 2021; and

•	FOR the non-binding advisory resolution to approve the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion.

With respect to such other matters as may properly come before the Annual Meeting, votes will be cast in the discretion of the appointed proxies. We are not aware of any other matters that are to be presented for action at the Annual Meeting.

2021 Proxy Statement

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Proxy Solicitation; Cost of Soliciting Proxies

We are making this proxy solicitation both through the mail and Internet, although proxies may be solicited by personal interview, telephone, facsimile, letter, e-mail or otherwise. Certain of our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will pay the cost of this solicitation, including the reasonable charges and expenses of brokerage firms and others who forward solicitation materials to beneficial owners of the common stock.

Participating in the Virtual Annual Meeting

Shareholders as of the Record Date are invited to participate in the completely virtual Annual Meeting, which will be conducted via live webcast. You are entitled to participate in the Annual Meeting only if you were a USANA shareholder of record as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting.

The live webcast format facilitates shareholder attendance and participation in the Annual Meeting from anywhere in the world. You will be able to participate in and to vote your shares online at the Annual Meeting by visiting www.virtualshareholdermeeting.com/USNA2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting webcast will begin promptly at 11:00 a.m. (Mountain Daylight Time). Online access and check-in will begin at 10:55 a.m., (Mountain Daylight Time), and you should allow sufficient time for the online check-in procedures.

Reporting Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

2021 Proxy Statement

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PROPOSAL #1 – ELECTION OF DIRECTORS

As of the date of this Proxy Statement, the Company’s Board of Directors consists of eight members. During Fiscal Year 2020, Dr. Myron Wentz, our founder and former Chairman, served as director and Chairman until the 2020 Annual Shareholder Meeting in May 2020, at which time he retired as a director and Chairman and became an honorary (non-voting) Board member and Chairman Emeritus. Additionally, Mr. Feng Peng served as a director in Fiscal Year 2020 and will continue to serve as a director until the 2021 Annual Shareholder Meeting, but will not stand for reelection at the Annual Meeting in order to devote additional time to pursuing other business interests. The Board is conducting a search for a director to fill Mr. Peng’s seat and to potentially expand the Board further.

In this Proxy Statement, it is proposed that we elect seven directors to serve one-year terms until the annual meeting of shareholders in 2022, or until their successors shall have been duly elected and qualified. The nominees for director are listed in this Proxy Statement.

You may not give a proxy to vote for more than the number of nominees (seven). Unless a proxy otherwise specifies, the shares voted by such a proxy will be voted “FOR” the election of each of the seven nominees listed below.

Each of the seven nominees listed below is currently a director and member of our Board. Six of the incumbent directors nominated for reelection were elected by the shareholders at our 2020 annual meeting. In September 2020, the Board appointed Mr. John T. Fleming as a director and member of our Board, on the recommendation of the Governance, Risk & Nominating Committee of the Board. Each of the nominees listed has agreed to serve if elected, and we know of no reason why any of the nominees would not be available for election or, if elected, would not be able to serve. If any nominee is unable to serve or for good cause will not serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy.

The Governance, Risk & Nominating Committee has determined that each nominee for election at the Annual Meeting meets the criteria set forth in its charter and in the USANA Corporate Governance Guidelines. Those guidelines direct the Committee to consider criteria such as the nominee’s independence, expertise, and experience applicable to our business, substantive knowledge of our industry, high personal and professional ethics, and their ability and willingness to devote the required time to the business of the Board and the Company. In addition, we believe that each nominee possesses the personal qualities and attributes we consider to be essential to allow the Board to fulfill its duties to our shareholders, including personal accountability, integrity, ethical leadership, and business acumen, and the ability to exercise sound and independent business judgment.

Director Nominees

Information for each person nominated for election as a director at the Annual Meeting, including age, term of office and business experience, including directorships during the past five years, is set forth below. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes or skills that factored into the determination by the Governance, Risk & Nominating Committee and by our Board of Directors, that each of them should serve as a director of USANA. The nominees for director are Robert Anciaux, John T. Fleming, Gilbert A. Fuller, Kevin Guest, Peggie Pelosi, Frederic Winssinger, and Timothy Wood, Ph.D.

Robert Anciaux

Age: 75

Director Since: 1996

Committees: None

Robert Anciaux, 75, Director, Mr. Anciaux has served as a director of USANA since July 1996. From 1990 until 2019, he was the Managing Director of S.E.I. s.a., a consulting and investment management firm in Brussels, Belgium. Additionally, since 1982, Mr. Anciaux has been self-employed as a venture capitalist in Europe, investing in various commercial, industrial, and real estate venture companies. In some of these privately held companies, Mr. Anciaux also serves as a director. Mr. Anciaux received an Ingenieur Commercial degree from Ecole de Commerce Solvay

2021 Proxy Statement

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Universite Libre de Bruxelles. We believe that Mr. Anciaux’s financial expertise and experience in providing consulting and strategic advisory services to complex organizations, and his extensive experience and familiarity with the business of the Company qualify him to serve on our Board.

John T. Fleming

Age: 77

Director Since: 2020

Committees: Governance,

Risk & Nominating, Sustainability, Compensation

John T. Fleming, 77, Independent Director, Compensation Committee, Sustainability Committee and Governance, Risk & Nominating Committee member. Mr. Fleming is a student, researcher and advocate of the direct selling channel of distribution. His many years of involvement with the direct selling business model has been through actual involvement as an independent contractor, owner of a direct selling company, officer of one of the world's largest direct selling companies, and Publisher/Editor-in-Chief of the most notable trade publication concerning direct sales. Since 2006, he has served as founder and CEO of Ideas and Design Group, a consulting firm that services business models that utilize independent contractors to market products and services. From 2006-2015, Mr. Fleming served as Publisher and Editor-in-Chief of Direct Selling News, the most notable trade publication for executives and companies that utilize the direct selling channel of distribution. Prior to that, Mr. Fleming held a variety of executive positions withAvon, one of the largest direct selling companies in the world.

Gilbert A. Fuller

Age: 80

Director Since: 2008

Committees: Audit, Governance,

Risk & Nominating, Compensation

Gilbert A. Fuller, 80, Independent Director, Audit Committee and Governance, Risk and Nominating Committee Chair, and Compensation Committee member. Mr. Fuller has served as a director of USANA since September 2008. Prior to that, he served as our Executive Vice President, Chief Financial Officer, and Secretary since January 2006. Mr. Fuller joined USANA in May 1996, as the Vice President of Finance and served in this role until June 1999, when he was appointed as the Company’s Senior Vice President. Before joining USANA, Mr. Fuller served in various executive positions for several companies. Mr. Fuller served as Chief Administrative Officer and Treasurer of Melaleuca, Inc., a manufacturer, and direct seller of personal care products. He was also the Vice President and Treasurer of Norton Company, a multinational manufacturer of ceramics and abrasives. Mr. Fuller received a B.S. in Accounting and an M.B.A. from the University of Utah. In December 2012, Mr. Fuller was appointed as a director of Security National Financial Corporation, a NASDAQ-listed company. We believe that Mr. Fuller’s more than 12 years of experience as an executive officer of USANA, his deep understanding of our business, people and products, his 15 years of experience as a financial officer in the direct selling industry, as well as his accounting, finance and corporate strategy expertise qualify Mr. Fuller to serve on our Board of Directors.

2021 Proxy Statement

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Kevin Guest

Age: 58

Director Since: 2017

Committees: None

Kevin Guest, 58, Chief Executive Officer and Chairman of the Board. Mr. Guest joined USANA on a part-time basis in April 2003, as Executive Director of Media and Events. Following our acquisition of the media, video, and event-productions company FMG Productions founded by Mr. Guest, he became a full-time employee of the Company and was promoted to Vice President of Media and Events in February 2004. In January 2006, he was appointed Executive Vice President of Marketing and served in that role until July 2008, when he was appointed Chief Marketing Officer. In May 2011, he was appointed President of North America and in October 2012, he was named President of the Americas, Europe and South Pacific. In August 2014, Mr. Guest was appointed President of USANA and in August 2015, he was appointed Co-Chief Executive Officer. He served in this capacity until November 2016, when he was appointed Chief Executive Officer. In May 2020, Mr. Guest was appointed as Chairman of the Board and Chief Executive Officer. Mr. Guest’s important role as the leading force of our management and sales efforts and his talent as a motivating leader qualify him to serve as a member of the Board. Mr. Guest earned a B.A. in Communications from Brigham Young University.

Peggie Pelosi

Age: 65

Director Since: 2018

Committees: Audit, Governance,

Risk & Nominating, Sustainability, Compensation

Peggie Pelosi, 65, Independent Director, Sustainability Committee Chair, Audit Committee, Compensation Committee and Governance, Risk & Nominating Committee member. Ms. Pelosi is a corporate social responsibility/sustainability practitioner. Since 2005, Ms. Pelosi has been the Founding Partner and Strategic Advisor at Orenda Connections, a corporate social responsibility consultancy in Toronto, Ontario, Canada. She served as an Instructor in the Certificate Program in Corporate Social Responsibility at the University of St. Michael's College in the University of Toronto, and a part-time Professor in Sustainable Business Management Post Graduate Studies at Seneca College, Faculty of Business in Toronto. Since 2015, she has also served as the Executive Director of Innovators Alliance, a network of CEOs focused on sustainable and profitable growth through innovation. Prior to her career and academic work in corporate social responsibility and sustainability, Ms. Pelosi served as a member of the Company’s management team, first as Executive Director of Sales for Canada and then as Vice President of Network Development. She worked for the Company until 2004. While at the Company, Ms. Pelosi began the program that would evolve into the USANA True Health Foundation, and this led to her interest in corporate social responsibility. Prior to her roles at the Company, Ms. Pelosi had 15 years of direct selling leadership experience. Ms. Pelosi has also previously served on the Board of Directors on a number of non-profit organizations including the Children’s Hunger Fund and Big Brothers Big Sisters of Toronto. She is a graduate of the Corporate Social Responsibility & Sustainability Program at St. Michael’s College at the University of Toronto, and has completed the NACD Directorship Certified™ and the ESG Competent Boards Director Certification (GCB.D).

2021 Proxy Statement

TABLE OF CONTENTS

Frederic J. Winssinger

Age: 52

Director Since: 2016

Committees: Audit, Governance,

Risk & Nominating, Sustainability, Compensation

Frederic J. Winssinger, 52, Independent Director, Compensation Committee Chair, Audit Committee, Sustainability Committee, and Governance, Risk & Nominating Committee member. Mr. Winssinger became a director in May 2016. Mr. Winssinger has been a Managing Partner of RW Partners LLC (RWP) since 2006. RWP is a commercial real estate private equity investment company based in Phoenix, Arizona. Mr. Winssinger also oversees his family’s general investment operations and in 2014, he co-founded PlanningCore Wealth Advisors to provide investment advice to individuals and families. Prior to 2006, Mr. Winssinger worked in strategy consulting for the Boston Consulting Group and as a Portfolio Manager/Financial Analyst for JP Morgan Asset Management and other privately held asset management companies. Mr. Winssinger received a B.A. in Mathematics and Economics from Claremont McKenna College and an M.B.A from The Wharton School of the University of Pennsylvania. Mr. Winssinger’s qualifications to sit on our Board include his 20 years of experience in financial analysis, and his training in evaluating corporate strategy towards the creation of shareholder value under sound corporate governance.

Timothy E. Wood, Ph.D.

Age: 72

Director Since: 2019

Committees: Audit, Governance,

Risk & Nominating, Sustainability, Compensation

Timothy E. Wood, Ph.D., 72, Independent Director, Audit Committee, Compensation Committee, Sustainability Committee and Governance, Risk & Nominating Committee member. Dr. Wood previously served as Executive Vice President of Research and Development for USANA until his retirement in March of 2011. Dr. Wood joined USANA in June 1996 as Director of Research and Development, and served in this role until June 1999, when he was appointed as the Company's Vice President of Research and Development. In January 2006, he was appointed as the Company's Executive Vice President of Research and Development. Before joining USANA, Dr. Wood served as Vice President of Research and Development for AgriDyne Technologies, Inc., formerly known as NPI, from 1992 to 1995. From 1980 to 1992, Dr. Wood served as Research Manager and Senior Scientist for AgriDyne Technologies. Dr. Wood received a Bachelor’s Degree in Environmental Biology from the University of California, Santa Barbara. Dr. Wood earned a Master’s Degree in Environmental Sciences and a Ph.D. from Yale University. He also earned an M.B.A. from Westminster College in Salt Lake City, Utah.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board unanimously recommends a vote FOR each director nominee named above.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			42
OPTION EXERCISES AND STOCK VESTED			43
EQUITY COMPENSATION PLAN INFORMATION			43
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS			43
PROPOSAL #3 ANNUAL ADVISORY “SAY ON PAY” VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS’ COMPENSATION			44
RECOMMENDATION OF THE BOARD OF DIRECTORS			44
SHAREHOLDER PROPOSALS FOR 2022 ANNUAL MEETING OF SHAREHOLDERS			45
OTHER BUSINESS			45
ANNUAL REPORT ON FORM 10-K			45
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS			45
REDUCING DUPLICATE MAILINGS			46

SEC Form DEF 14A filed by USANA Health Sciences, Inc.