DEF 14A of Usana Health Sciences Inc, Mar 22, 2024

DEF 14A of Usana Health Sciences Inc

Filed Mar 22, 2024 · FY20230000896264-24-000119

Open on EDGAR

  1. TABLE OF CONTENTS

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 39 | | OPTION EXERCISES AND STOCK VESTED | 40 | | EQUITY COMPENSATION PLAN INFORMATION | 40 | | EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS | 42 | | PAY VERSUS PERFORMANCE TABLE | 42 | | FISCAL YEAR 2023 CEO PAY RATIO | 45 | | PROPOSAL #3 ANNUAL ADVISORY "SAY ON PAY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS' COMPENSATION | 45 | | RECOMMENDATION OF THE BOARD OF DIRECTORS | 46 | | SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF SHAREHOLDERS | 46 | | OTHER BUSINESS | 46 | | ANNUAL REPORT ON FORM 10-K | 46 | | ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS | 47 | | REDUCING DUPLICATE MAILINGS | 48 |

  2. PROPOSAL #1 – ELECTION OF DIRECTORS

    PROPOSAL #1 – ELECTION OF DIRECTORS In this Proxy Statement, it is proposed that we elect eight directors to serve one-year terms until the Annual Meeting of Shareholders in 2025, 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 (eight). Unless a proxy otherwise specifies, the shares voted by such a proxy will be voted “FOR” the election of each of the eight nominees listed below. Each of the eight nominees listed below is currently a director and member of our 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. The below reflects the racial/ethnic and gender diversity of our director nominees:

  3. PROPOSAL #1 – ELECTION OF DIRECTORS

    | Total Number of Directors | 8 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 2 | 6 | | Part II: Demographic Background | | | | African American or Black | — | 1 | | Alaskan Native or Native American | — | — | | Asian | 1 | — | | Hispanic or Latinx | — | — | | Native Hawaiian or Pacific Islander | — | — | | White | 1 | 5 | | Two or More Races or Ethnicities | — | — |

  4. Director Nominees

    Director Nominees Information for each individual 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 nominee, 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 such nominee should serve as a director of USANA. The nominees for director are Xia Ding, John T. Fleming, Gilbert A. Fuller, Kevin G. Guest, J. Scott Nixon, CPA (emeritus), Peggie Pelosi, Frederic J. Winssinger, and Timothy E. Wood, Ph.D.

  5. Director Nominees

    | | Xia Ding Age: 53 Independent Director Since: 2021 | Committees: Audit, Governance, Risk & Nominating |

  6. Director Nominees

    Xia Ding was the Vice President of e-commerce Asia Pacific and Latin America at Nike from 2019 through February 2024. In her role, Ms. Ding was accountable for driving the digital business in the Asia Pacific and Latin America markets. Prior to Nike, Ms. Ding worked for JD.com in China from 2017 to 2019 as the President of JD Fashion where she was responsible for driving the fashion business covering apparel, shoes, sportswear, bags, jewelry, watches and accessories. She was also instrumental in leading JD.com’s M&A investment strategy to fuel strategic growth. Prior to joining JD.com, Ms. Ding served as Vice President of Retail Service at Nielsen in China from 2015 to 2017 where she was responsible for overseeing Nielsen’s retail services business. Ms. Ding started her career in 1995 with Hanesbrands, Inc., where she spent the first ten years in the U.S. headquarters in various finance and corporate development roles. In 2005, Hanesbrands appointed her as the VP/General Manager of China where she brought American lingerie brand Hanes and casual wear brand Champion into the China market. Ms. Ding is a well-regarded e-commerce and digital leader and was recognized as Forbes 2018 TOP 100 Most Successful Businesswomen in China and Forbes 2017 TOP 10 Most Influential People in China Fashion Industry. Ms. Ding received a Bachelor of Chemistry degree from the Nanjing University of China. She also earned an M.B.A from the Wake Forest University in Winston-Salem, North Carolina. We believe Ms. Ding’s extensive business experience in China, as well as her digital, e-commerce, financial and corporate strategy experience qualify her to serve as a member of our Board.

  7. Director Nominees

    | | John T. Fleming Age: 80 Independent Director Since: 2020 | Committees: Governance, Risk & Nominating, Compensation, Sustainability |

  8. Director Nominees

    John T. 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 & Design Group, LLC, 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 with Avon, one of the largest direct selling companies in the world. Mr. Fleming studied architecture at the Illinois Institute of Technology and has completed various business-related courses related to his ongoing research and study. We believe that Mr. Fleming’s extensive experience as an executive, expert, author and lecturer in the direct selling industry, along with his expertise in the evolving digital and gig economies, qualify him to serve as a member of our Board.

  9. Director Nominees

    | | Gilbert A. Fuller Age: 83 Independent Director Since: 2008 | Committees: Audit, Governance, Risk & Nominating, Compensation |

  10. Director Nominees

    Gilbert A. 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. Mr. Fuller has also received the NACD Directorship Certified™ designation from the National Association of Corporate Directors. Since 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 as a member of our Board.

  11. Director Nominees

    | | Kevin G. Guest Age: 61 Director Since: 2017 | Committees: None |

  12. Director Nominees

    Kevin G. Guest, Executive Chairman of the Board, 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. On July 1, 2023, Mr. Guest transitioned from Chief Executive Officer to Executive Chairman. Mr. Guest earned a B.A. in Communications from Brigham Young University. We believe that Mr. Guest’s time as a leading force of our management and sales efforts and his talent as a motivating leader qualify him to serve as a member of our Board.

  13. Director Nominees

    | | J. Scott Nixon, CPA (emeritus) Age: 64 Independent Director Since: 2022 | Committees: Audit, Governance, Risk & Nominating, Sustainability, Compensation |

  14. Director Nominees

    J. Scott Nixon, CPA (emeritus), a retired certified public accountant, previously served as an independent director on USANA’s Board from October 2017 through May 2019, before departing from the Board to fulfill a three-year voluntary leadership assignment for The Church of Jesus Christ of Latter-day Saints in Brazil. Mr. Nixon retired in 2015 as a partner with PricewaterhouseCoopers LLP (“PwC”) where he spent over 31 years in various roles including office managing partner and engagement partner over public and private companies in many industries. His career involved providing audit and business advisory services. Mr. Nixon was involved in numerous complex filings with the U.S. Securities and Exchange Commission on behalf of his clients. In 2007, Mr. Nixon returned from a four-year assignment in São Paulo, Brazil where he represented various interests of the PwC global firm to the 18 member firms in South and Central America and led the implementation of the Sarbanes-Oxley requirements in those countries. Mr. Nixon previously served on several boards of directors, including: (i) ProLung, Inc. (dba IONIQ Sciences), where he served as Chairman of the Audit Committee and a member of the Compensation Committee; (ii) Deseret Trust Company, where he also served as a member of the Audit and Executive Committees; (iii) Utah State University Board of Trustees, where he also served as Chairman of the Audit Committee; and (iv) two other nonprofit boards of directors. Mr. Nixon holds both B.A. and Master of Accounting degrees from Utah State University. We believe Mr. Nixon’s extensive background and experience with USANA's business and industry, as well as his experience in accounting, finance, and corporate strategy qualify him to serve as a member of our Board.

  15. Director Nominees

    | | Peggie Pelosi Age: 68 Independent Director Since: 2018 | Committees: Audit, Governance, Risk & Nominating, Sustainability, Compensation |

  16. Director Nominees

    Peggie Pelosi is a corporate social responsibility/sustainability practitioner. Since 2005, Ms. Pelosi has been the Founding Partner and Strategic Advisor at Orenda Social Purpose, 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. From 2015 to 2023, she 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 of 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. We believe Ms. Pelosi’s vast experience in corporate sustainability matters, direct selling and corporate strategy qualify her to serve as a member of our Board.

  17. Director Nominees

    | | Frederic J. Winssinger Age: 55 Independent Director Since: 2016 | Committees: Audit, Governance, Risk & Nominating, Sustainability, Compensation |

  18. Director Nominees

    Frederic J. 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. We believe Mr. Winssinger’s 20 years of experience in financial analysis, and his training in evaluating corporate strategy towards the creation of shareholder value under sound corporate governance qualify him to serve as a member of our Board.

  19. Director Nominees

    | | Timothy E. Wood, Ph.D. Age: 75 Independent Director Since: 2019 | Committees: Audit, Governance, Risk & Nominating, Sustainability, Compensation |

  20. Director Nominees

    Timothy E. Wood, Ph.D. 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 B.S. in Environmental Biology from the University of California, Santa Barbara, and a M.S. in Environmental Sciences and Ph.D. from Yale University. He also earned an M.B.A. from Westminster College in Salt Lake City, Utah. We believe that Dr. Wood’s extensive expertise in nutrition, health and wellness, direct selling and corporate strategy qualify him to serve on our Board.

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We believe that our director compensation program is designed to attract and fairly compensate highly qualified, non-employee directors to represent our shareholders and to act in the shareholders’ best interests. The director compensation program was recommended by the Compensation Committee to, and approved by, our Board. The annual retainer paid to our non-employee directors consists of a quarterly cash retainer. These directors also generally receive an initial grant of equity, followed by annual equity grants. Our executive officers do not determine the amount of non-employee director compensation, except that Mr. Guest, our Executive Chairman of the Board, votes on the recommendations of the Compensation Committee in his capacity as a member of the Board. Mr. Guest is compensated as our Executive Chairman of the Board and he does not receive any cash or other compensation for his service as a director. Effective July 1, 2023, Mr. Guest transitioned from the role of CEO to Executive Chairman.

  22. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation For the purpose of determining non-employee director compensation, the Compensation Committee considered recommendations from a 2022 survey of peer board compensation conducted by the Committee’s compensation consultant, the Director Compensation Report published by the National Association of Corporate Directors, and other resources. The Compensation Committee also considered an overview of the corporate governance environment as well as recent trends and developments relating to director compensation. The Committee also specifically considered the amounts payable under and the various components of our director compensation program, as well as the aggregate director compensation cost, in comparison to the boards of directors of the same group of peer companies that the Compensation Committee used in determining executive compensation. See the “Director Compensation Table” below, for total compensation paid to our directors in Fiscal Year 2023. Cash Compensation. In Fiscal Year 2023, we paid each of our non-employee directors an annual cash retainer of $91,400. We paid additional amounts to certain directors as follows: •$20,200 to the Chair of the Audit Committee; •$15,200 to the Chair of the Compensation Committee; •$13,000 to the Chair of the Governance, Risk & Nominating Committee; and •$13,000 to the Chair of the Sustainability Committee We do not pay meeting attendance fees unless the Board or a standing Board committee is required to hold an unusually high number of meetings, in which case the Compensation Committee may in its discretion, approve additional compensation for those directors affected by these additional meetings. Directors are also eligible for reimbursement of their expenses incurred in attending Board and committee meetings in accordance with Company policy. Examples of reimbursable expenses are airfare, hotel and meals for the director incurred in connection with attendance at meetings. We pay the director retainer fees in quarterly installments. Equity Compensation. Our non-employee directors also participate in an equity compensation program. This program involves an initial grant of equity in connection with the director’s initial election or appointment to the Board, with the target delivered value prorated for the fiscal year based on the date of election or appointment. Initial equity awards generally vest in equal quarterly installments beginning with the quarter following the grant date for the number of quarters remaining in their initial year of service. We also make annual equity awards to each director. These awards also vest in four equal quarterly installments beginning with the quarter following the grant date. By delivering a portion of the annual director retainer in the form of equity-based compensation, the structure strengthens the alignment between the interests of our non-employee directors and our shareholders.

  23. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation awarded to, or earned by, each of our non-employee directors during Fiscal Year 2023. Mr. Guest is an executive of the Company and is not paid additional compensation for his Board service. Accordingly, his compensation is reported under the caption “Executive Compensation” and is not included in the table below. In Fiscal Year 2023, equity awards made to non-employee directors were in the form of RSUs as indicated in the notes to the table below. The table below summarizes the compensation paid by us to our directors for the fiscal year ended December 30, 2023.

  24. Director Compensation Table

    | | Fees earned | Stock | All other | Total ($) | | Name | or paid | awards ($)(2) | compensation | | | | in cash ($)(1) | | ($)(3) | | | Xia Ding(4) | $91,400 | $127,000 | — | $218,400 | | John T. Fleming(5) | $91,400 | $127,000 | — | $218,400 | | Gilbert A. Fuller(6) | $124,600 | $127,000 | — | $251,600 | | J. Scott Nixon(7) | $91,400 | $127,000 | — | $218,400 | | Peggie J. Pelosi(8) | $104,400 | $127,000 | — | $231,400 | | Frederick J. Winssinger(9) | $106,600 | $127,000 | — | $233,600 | | Timothy E. Wood, Ph.D.(10) | $91,400 | $127,000 | — | $218,400 |

  25. Director Compensation Table

    | (1) This amount reflects the aggregate dollar amount of all cash compensation earned for service as a director. | | (2) These amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of the RSUs granted during Fiscal Year 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The aggregate grant date fair value is calculated using the closing price of our common stock on the grant date as if all of the shares underlying these awards were vested and delivered on the grant date. Each of these awards was granted under our 2015 Equity Incentive Plan. | | (3) Non-employee directors do not receive any other perquisites or personal benefits or property as part of their compensation. | | (4) Represents 1,962 RSUs granted to Ms. Ding on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. | | (5) Represents 1,962 RSUs granted to Mr. Fleming on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. | | (6) Represents 1,962 RSUs granted to Mr. Fuller on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. Mr. Fuller serves as chair of the Audit Committee and the Governance, Risk, and Nominating Committee. | | (7) Represents 1,962 RSUs granted to Mr. Nixon on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. | | (8) Represents 1,962 RSUs granted to Ms. Pelosi on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. Ms. Pelosi serves as chair of the Sustainability Committee. | | (9) Represents 1,962 RSUs granted to Mr. Winssinger on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. Mr. Winssinger serves as chair of the Compensation Committee. | | (10) Represents 1,962 RSUs granted to Dr. Wood on April 24, 2023, vesting in four equal quarterly installments, commencing on July 24, 2023. |

  26. Compensation Philosophy and Objectives

    | • | Attract and retain, through a fair and competitive compensation plan, executives who have the intelligence, education, and experience that are required to effectively administer the affairs of the Company; | | • | Motivate our executives to achieve certain financial and non-financial performance objectives for the benefit of our shareholders by tying components of their total compensation to individual and Company performance; and | | • | Ensure that compensation practices do not impair our financial strength or future success. |

  27. Compensation Consultant

    Compensation Consultant In Fiscal Year 2023, the Compensation Committee consulted with CODA and relied upon the comprehensive review of the Company’s executive compensation program performed by CODA in Fiscal Year 2022 as well as other market information and data to render executive compensation decisions. CODA’s review, along with the other market information, provided the Committee with information and data concerning a variety of factors of executive compensation, including total compensation benchmarking, aggregate equity compensation, and various other incentive practices. The Committee will utilize the materials from CODA to render executive compensation decisions for Fiscal Year 2024. Prior to engaging CODA, the Compensation Committee considered and assessed CODA’s independence. To ensure CODA’s continued independence and to avoid any actual or apparent conflict of interest, the Compensation Committee does not permit CODA to be engaged to perform any services for the Company beyond those services provided to the Compensation Committee. The Compensation Committee has sole authority to retain or terminate CODA as its executive compensation consultant and to approve its fees and other terms of engagement. The Compensation Committee regularly considers the independence of the Compensation Consultant and determines whether any related conflicts of interest require disclosure.

  28. Peer Groups

    Peer Groups We use two peer groups to benchmark the Company against similar companies in the marketplace: the Compensation Peer Group and the Performance Peer Group. The Compensation Peer Group consists of companies with which we generally compete for talent. This group is reviewed on a periodic basis for appropriateness. The Performance Peer Group consists only of publicly traded direct selling companies, including some who are in the broader Compensation Peer Group. This Performance Peer Group is used to assess the Company’s overall operating performance relative to the performance of these direct peers.

  29. Compensation Peer Group

    Compensation Peer Group To assist it in rendering the executive compensation determinations for our executives, the Compensation Committee has utilized, among other things, a Compensation Peer Group of 16 publicly traded direct selling, nutritional or personal product companies to benchmark the Company’s position in its use of cash and equity compensation for executives. These companies were all within a reasonable range of our revenue, operating income, and market capitalization. This information was gathered and analyzed for the 25th, 50th, and 75th percentiles for annual salary, short-term incentive and long-term incentive pay elements. Where possible, the Compensation Committee matched our executives to appropriate proxy and survey positions based on job duties and level of responsibility to their counterparts in this peer group. For Fiscal Year 2023, our Compensation Peer Group included the following companies:

  30. Compensation Peer Group

    | BellRing Brands | Edgewell Personal Care | | E.L.F. Beauty | The Hain Celestial Group, Inc. | | Herbalife, Ltd. | Prestige Brands Holdings, Inc. | | Inter Parfums, Inc. | Primerica, Inc. | | LifeVantage Corporation | Revlon, Inc. | | Medifast | Tupperware Brands Corporation | | Nature’s Sunshine Products, Incorporated | Weight Watchers International, Inc | | Nu Skin Enterprises, Inc. | Simply Good Foods |

  31. Performance Peer Group

    Performance Peer Group The Performance Peer Group consists of other publicly traded direct selling companies and is used to assess (i) our operating performance relative to the performance of these direct peer companies, and (ii) the appropriateness of our incentive plan payout relative to this peer group. This group includes many of the companies in the broader Compensation Peer Group. The Performance Peer Group companies were selected because they compete with USANA in the consumer marketplace and for shareholder investment and face similar business dynamics and challenges. We utilize the Performance Peer Group in the Pay vs. Performance Table contained in this Proxy Statement as required by Item 402(v) of Regulation S-K to assess total shareholder return relative to the peer group. For Fiscal Year 2023, our Performance Peer Group included the following companies:

  32. Performance Peer Group

    | Herbalife, Ltd. | LifeVantage Corporation | | Mannatech, Inc. | Medifast, Inc. | | Nature’s Sunshine Products, Incorporated | Nu Skin Enterprises, Inc. |

  33. Compensation Risk Assessment

    | • | Our compensation components provide a balanced mix of (i) cash and equity compensation, (ii) short-term and long-term incentive compensation, and (iii) financial performance metrics; | | • | Our executives generally all participate in the same short-term incentive program with similar performance metrics; | | • | Maximum pay-out levels for short-term incentive compensation are capped at 200% of an executive’s base salary; | | • | Our equity awards generally vest over several years and generate incremental value (over the value at the grant date, if any) if the Company performs well financially and our stock price increases over time; | | • | We maintain strict internal control over the determination and payout of each component of executive compensation; and | | • | We do not typically enter into employment or other management agreements with any of our executive officers that contain post-termination or change-in-control payments. |

  34. Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)

    Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation) We offer our NEOs non-equity incentive plan compensation in the form of a cash bonus that is based on our achievement of certain financial performance objectives during the fiscal year. Cash bonuses are based on a percentage of the executive’s base salary. Each year, the Compensation Committee sets the range of the cash bonus for which each executive is eligible and sets the performance objectives on which cash bonuses for that year will be based. 2023 Executive Bonus Plan. For Fiscal Year 2023, the Compensation Committee approved the 2023 Executive Bonus Plan (the “2023 Bonus Plan”) in February 2023, based on the performance objectives of growth in net sales and profitability. As part of its determination to continue to utilize this bonus program and structure, the Compensation Committee noted that we have used this bonus structure for several years and that, historically, the Company has generated strong operating results under this program and that this program has provided internal equity among the executives. Under the 2023 Bonus Plan, a cash bonus based on 9.5% of our adjusted operating profits in excess of 10% of net sales is paid to executives in the form of a cash bonus. Payments are equal to a percentage of the executive’s base salary, up to 200% of base salary, depending on the Company’s performance under the criteria of the plan. Each executive’s target bonus percentage under the 2023 Bonus Plan was 50% of the executive’s base salary, with the exception that the target bonus percentage for Mr. Guest, our Chief Executive Officer, and Mr. Brown, our President, was 100% and 75% of their base salaries, respectively. The Compensation Committee set the bonus targets under the 2023 Bonus Plan pursuant to recommendations of the Compensation Consultant and other market resources. Shortly after the year-end, the Compensation Committee reviewed the performance objectives established under the 2023 Bonus Plan and evaluated the actual performance delivered by the Company during Fiscal Year 2023. The Compensation Committee noted the following:

  35. Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)

    | • | We achieved Fiscal Year 2023 net sales of $921 million, which is a 7.8% decrease compared to Fiscal Year 2022; | | • | Our Fiscal Year 2023 adjusted operating profit was $116 million; and | | • | We had Fiscal Year 2023 adjusted operating profit in excess of 10% of net sales of $25 million. |

  36. Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)

    Based on our performance, and the criteria of the 2023 Bonus Plan, the Compensation Committee determined that each executive had earned a cash bonus under the 2023 Bonus Plan equal to 12.4% of the executive’s 2023 base salary. Consequently, the Compensation Committee awarded a bonus at this level to each executive participating in the plan. The actual cash bonuses paid to our NEOs under the 2023 Bonus Plan are reflected in column (f) of the Summary Compensation Table of this Proxy Statement. 2024 Executive Bonus Plan. In February 2024, the Compensation Committee approved the 2024 Executive Bonus Plan (the "2024 Bonus Plan") and designated growth in net sales and profitability as the performance objectives under the plan. The 2024 Bonus Plan proposes to continue utilizing 9.5% of operating profits in excess of 10% of consolidated net sales as the basis for the executive cash bonus. Pursuant to the recommendations from CODA, the Compensation Committee approves the annual business plan presented by management which indicates expected net sales and earnings from operations. This determines the expected executive bonus levels with the target set between 10% and 50% of executive base salary, with the exception of Mr. Brown, our Chief Executive Officer & President, whose target bonus percentage will be 100%. Estimated payouts for the 2024 Bonus Plan are included in the section below in the table titled “Grants of Plan-Based Awards.”

  37. Equity Compensation

    Equity Compensation Overview and Historical Practice. Equity compensation is an integral part of our compensation philosophy. We believe that equity grants that vest over a period of years tie a portion of our executives’ compensation to our long-term performance and align the interests of the executives with the interests of our shareholders. This practice delivers additional compensation to executives when the Company’s performance results in an increase in the value of our stock. The Compensation Committee awards equity compensation to supplement cash compensation and to ensure that total compensation paid to our executives is competitive in the marketplace and aligned with our long-term goals and objectives. Over the last several years, the Compensation Committee has granted equity awards consisting of Stock-Settled Stock Appreciation Rights (SSAR's) and Restricted Stock Units (RSUs). In Fiscal Year 2023, the Compensation Committee introduced and granted performance based restricted stock units (PSUs), which (i) are intended to align a greater portion of executive compensation with Company performance, and (ii) vest only if the performance condition and market condition disclosed below are achieved by the Company during the vesting period. The grant value of the 2023 PSU Award (the "PSU Award") is 50% of the executive's base salary.

  38. Equity Compensation

    | • | The vesting period for the PSU Award began on January 1, 2023, and ends on January 3, 2026. | | • | The PSU Award vests on a three-year cliff basis at the end of the vesting period only if the following performance condition and market condition are satisfied during the vesting period: |

  39. Equity Compensation

    | Active Customer Growth Performance Condition: | | •A three-year compound annual growth rate (CAGR) of 6.0% for the combined total of “Associates” and “Preferred Customers,” referred to collectively as “Active Customers, is the minimum performance threshold for the Active Customer performance condition. If the Company achieves a CAGR of 6.0% or greater Active Customer growth (up to 9.0% Active Customer growth) during the vesting period and satisfies the market condition, then 100% of the PSU Award value will vest. | | •If the Company achieves a three-year CAGR of at least 9.0% in Active Customers (up to 12.0% Active Customer growth) during the vesting period and satisfies the market condition, then 150% of the PSU Award will vest. | | •If the Company achieves a three-year CAGR of at least 12.0% in Active Customers during the vesting period and satisfies the market condition, then 200% of the PSU Award value will vest. | | Share Price Growth Market Condition: | | •The share price for the Company’s common stock at the end of the vesting period must be a minimum of 12.0% greater than the share price at the beginning of the vesting period for the PSU Award to vest. |

  40. Equity Compensation

    Components of our equity compensation program are as follows:

  41. Equity Compensation

    | • | The Compensation Committee grants annual equity awards to executives to, among other things, help ensure each award has potential value if the Company performs; | | • | SSARs and RSUs generally vest and become exercisable in four equal annual installments of 25% of the total award on each of the first through fourth anniversaries of the grant date; | | • | PSUs granted in 2023, have a three-year vesting period and will vest between 0% and 200% based on the achievement of the performance condition and market condition noted above; | | • | The value of the annual equity award to an executive is (i) in-line with the market for each executive’s title and position; (ii) inclusive of an internal equity review comparing aspects of each position with other positions; and (iii) calculated to generate total compensation for the respective executive at a level that accomplishes the described purposes of the Compensation Committee. The total compensation is targeted to be within the 50th to 75th percentile of the peer group; | | • | The Compensation Committee utilizes awards of RSUs and PSUs in addition to SSARs to diversify the mix of equity granted to executives; and | | • | Each of the grant value, share usage rate and shareholder value transfer rate associated with annual grants to executives is managed to be in line with the market and, more specifically, between the 50th and 75th percentile of the peer group. |

  42. Equity Compensation

    The grant price for equity awards is determined by the closing price of our common stock on the date of grant. Executive Stock Ownership Policy. The Compensation Committee has also adopted a formal executive stock ownership policy. Under this policy, executive officers identified by the Compensation Committee are required to hold at least a percentage of their annual base salary in USANA common stock as follows: (1) the CEO is required to hold five times his annual base salary (with five years to achieve this target); and (2) all other officers are required to hold a minimum of one times the value of their annual base salary. Unexercised SSARs, whether or not vested, and unvested RSUs are considered as held in satisfaction of this policy. The amount of an officer’s personal stock holdings is reviewed by the Compensation Committee annually and each officer (other than the CEO) is allowed two years from the date of hire or promotion, to achieve compliance with the policy.

  43. Other Compensation

    Other Compensation Other than as described above, we do not provide benefits to our NEOs that are different from or in addition to those that we provide to our general employees. Those benefits are described below. Retirement: As described above, during Fiscal Year 2021, the Board approved the Deferred Compensation Plan. Executives and certain key employees may participate in the plan and the Company offers a limited matching contribution up to a maximum of 10% of the Executive’s deferral (with the matching portion not to exceed $10,000). For Fiscal Year 2023, we contributed matching funds totaling $86,249 to the Deferred Compensation Plan. Executives may also participate in our employer-sponsored 401(k) retirement plan on the same terms and conditions, including employer-matching provisions, as other employees. For Fiscal Year 2023, we contributed matching funds totaling approximately $2.5 million to our 401(k) plan in which all eligible employee participants shared, including our executives. Except as disclosed in this section, we provide no other retirement benefits to our executives. Severance: We do not have any pre-arranged severance agreements or contracts with any of our executives that contain post-termination or change-in-control payment provisions. From time to time, we have provided severance benefits to terminated or departing executives on a case-by-case basis. Perquisites: It is our general practice not to provide significant perquisites or personal benefits to our executives. The Compensation Committee, however, retains the discretion to consider and award reasonable perquisites or personal benefits to executives as necessary to accomplish the objectives under our compensation philosophy. For example, the Compensation Committee has approved up to 40 hours of personal use of the Company’s aircraft for each of Mr. Brown as CEO and President and Mr. Guest as Executive Chairman. If either of these officers utilize the Company aircraft for personal use, they may report the same as incremental perquisite compensation or reimburse the Company for such use pursuant to a time-sharing agreement for the aircraft. We do not currently offer other perquisites or personal benefits to our executives such as pension arrangements, post-retirement health coverage, or similar benefits for our executives or employees. Insurance Plans and Other Benefits: We provide insurance plans and other benefits to our executives that are similar to those plans and benefits that we customarily provide to our general employees. In Fiscal Year 2023, we paid health, life, and disability insurance premiums on behalf of our executives, all on the same terms as those that we provide generally to all of our employees. Indemnification: Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide for indemnification of our directors, officers, employees, and other agents to the fullest extent and under the circumstances permitted by the Utah Revised Business Corporation Act. In addition, we have entered into agreements with our directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent allowed. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons under the foregoing provisions, the SEC has stated that such indemnification is against public policy, as expressed in the Securities Act, and, therefore, such indemnification provisions may be unenforceable.

  44. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information relating to the compensation of our Executive Chairman of the Board, Chief Executive Officer & President, and Chief Financial Officer, and our three other most highly compensated executive officers who remained employed at the end of Fiscal Year 2023 (our NEOs) for the Fiscal Years 2023, 2022 and 2021.

  45. SUMMARY COMPENSATION TABLE

    | Name and principal position | Year | Salary ($) | Bonus ($) | Equity awards ($)(1)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Kevin G. Guest, Executive Chairman of the Board | 2023 | $851,472 | — | $2,836,324 | $164,729 | $59,331(4) | $3,911,856 | | | 2022 | $942,250 | — | $2,458,135 | $278,152 | $66,722 | $3,745,259 | | | 2021 | $914,806 | — | $2,386,513 | $598,146 | $10,150 | $3,909,615 | | Jim H. Brown, Chief Executive Officer & President | 2023 | $709,923 | — | $1,561,287 | $157,144 | $43,663(5) | $2,472,017 | | | 2022 | $623,737 | — | $1,002,579 | $140,443 | $26,381 | $1,793,140 | | | 2021 | $599,748 | — | $963,840 | $392,145 | $10,150 | $1,965,883 | | G. Douglas Hekking, Chief Financial Officer | 2023 | $553,829 | — | $830,761 | $68,896 | $15,615(6) | $1,469,101 | | | 2022 | $550,786 | — | $830,921 | $81,296 | $16,724 | $1,479,727 | | | 2021 | $525,683 | — | $791,160 | $229,145 | $10,150 | $1,556,138 | | Walter Noot, Chief Operating Officer | 2023 | $535,589 | — | $793,724 | $66,627 | $21,550(7) | $1,417,490 | | | 2022 | $526,217 | — | $635,060 | $77,670 | $20,675 | $1,259,622 | | | 2021 | $502,234 | — | $604,679 | $218,924 | $17,903 | $1,343,740 | | Joshua Foukas, Chief Legal Officer & General Counsel | 2023 | $487,630 | — | $731,465 | $60,661 | $12,985(8) | $1,292,741 | | | 2022 | $485,991 | — | $585,164 | $73,167 | $10,675 | $1,154,997 | | | 2021 | $471,836 | — | $568,132 | $205,673 | $10,150 | $1,255,791 | | Daniel Macuga, Jr., Chief Communications & Marketing Officer | 2023 | $490,441 | — | $588,547 | $61,011 | $11,550(9) | $1,151,549 | | | 2022 | $488,793 | — | $588,515 | $72,146 | $10,675 | $1,160,129 | | | 2021 | $474,556 | — | $571,369 | $206,859 | $10,150 | $1,262,934 |

  46. SUMMARY COMPENSATION TABLE

    | (1) Amounts in this column reflect the grant date fair value of SSARs and RSUs computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the executive for these awards during the applicable fiscal year. Assumptions used in the calculation of these amounts are included in the Equity Based Compensation footnote to the consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended December 30, 2023. | | (2) During Fiscal Year 2023, certain officers and key employees were granted PSUs. On the grant date, the performance conditions were not deemed probable and therefore, the grant date fair value of the PSUs is not included in the "Equity Awards" column. The grant date fair value of the PSUs assuming maximum performance, would have been as follows: Mr. Guest - $847,693; Mr. Brown - $713,299; Mr. Hekking - $553,829; Mr. Noot - $529,124; Mr. Foukas - $487,630; Mr. Macuga Jr. - $490,441. The valuation of the PSUs for Fiscal Year 2023 were calculated using a Monte Carlo simulation, the assumptions for which are set forth in Note L of the Notes to the Consolidated Financial Statements in the Company's annual Report on form 10-K for the fiscal year ended December 30, 2023. | | (3) Amounts paid as cash bonus in subsequent fiscal year for performance realized in prior fiscal year (i.e., results of 2023 Bonus Plan paid out in first quarter of Fiscal Year 2024), under our short-term incentive plan discussed in the Compensation Discussion and Analysis section of this Proxy Statement. | | (4) Amount disclosed in this column for Mr. Guest reflects: (i) $11,550 in employer’s matching contributions to the executive’s 401(k) plan; and (ii) $47,781, which is the aggregate incremental cost* of Mr. Guest’s non-business use of the Company’s aircraft. | | (5) Amount disclosed in this column for Mr. Brown reflects: (i) employer’s matching contributions to the executive’s 401(k) plan in the amount of $11,550; (ii) employer’s matching contribution to the executive’s Deferred Compensation Plan in the amount of $8,027; and (iii) $24,086, which is the aggregate incremental cost* of Mr. Brown’s non-business use of the Company’s aircraft. | | (6) Amount disclosed in this column for Mr. Hekking reflects: (i) employer’s matching contributions to the executive’s 401(k) plan in the amount of $11,550; and (ii) employer’s matching contribution to the executive’s Deferred Compensation Plan in the amount of $4,065. | | (7) Amount disclosed in this column for Mr. Noot reflects: (i) employer’s matching contributions to the executive’s 401(k) plan in the amount of $11,550; and (ii) employer’s matching contribution to the executive’s Deferred Compensation Plan in the amount of $10,000. | | (8) Amount disclosed in this column for Mr. Foukas reflects: (i) employer’s matching contributions to the executive’s 401(k) plan in the amount of $11,550; and (ii) employer’s matching contribution to the executive’s Deferred Compensation Plan in the amount of $1,435. |

  47. SUMMARY COMPENSATION TABLE

    | (9) Amount disclosed in this column for Mr. Macuga Jr. reflects: employer’s matching contributions to the executive’s 401(k) plan in the amount of $11,550. | | * The aggregate incremental cost of personal use of corporate aircraft by our CEO and President and Executive Chairman, if any, is included in “All Other Compensation” column of the Summary Compensation Table. For purposes of the foregoing and the amounts shown in the table, the incremental cost of the non-business use of the corporate aircraft is determined based on the variable operating costs incurred by USANA in connection with such travel (including any related unoccupied positioning, or "deadhead," flights), which includes (i) landing, ramp, and parking fees and expenses; (ii) crew travel expenses; (iii) catering supplies and related expenses; (iv) aircraft fuel and oil expenses per hour of flight; (v) certain maintenance and repair expenses; and (vi) the cost of passenger ground transportation. Because the aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as the salaries of pilots and crew, the acquisition costs of the aircraft, and the costs of maintenance and upkeep. |

  48. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table sets forth all non-qualified deferred compensation to the Named Executive Officers for Fiscal Year 2023 pursuant to the USANA Health Sciences Deferred Compensation Plan.

  49. NON-QUALIFIED DEFERRED COMPENSATION

    | Named Executive Officer | Executive contributions in last FY | Company contributions in last FY | Aggregate earnings in last FY | Aggregate withdrawals/ distribution | Aggregate balance at last FYE | | | ($) | ($) (1) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Kevin G. Guest | — | — | — | — | — | | Jim H. Brown | $80,270 | $8,027 | $47,073 | — | $272,929 | | G. Douglas Hekking | $40,648 | $4,065 | $20,582 | — | $122,062 | | Walter Noot | $206,745 | $10,000 | $80,374 | — | $587,678 | | Joshua Foukas | $14,346 | $1,435 | $1,483 | — | $17,265 | | Daniel Macuga, Jr. | — | — | — | — | — |

  50. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The table below summarizes estimated or targeted payouts to the NEOs under the 2024 Bonus Plan described in the Compensation Discussion and Analysis section of this Proxy Statement.

  51. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant date | Estimated future payouts under non-equity incentive plan awards | | | All Other Stock Awards; Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards | | | | Threshold | Target | Maximum | | | | | | ($)(1) | ($)(1) | ($)(1) | (#)(2) | ($)(3) | | (a) | (b) | (c) | (d) | (e) | (i) | (j) | | Kevin G. Guest, | N/A | — | $375,000 | $1,500,000 | — | — | | Executive Chairman of the Board | 2/6/2023(4) | — | — | — | 48,245 | $2,836,324 | | | 2/6/2023(5) | — | — | — | 10,584 | $423,876 | | Jim H. Brown, | N/A | — | $800,000 | $1,600,000 | — | — | | Chief Executive Officer & | 2/6/2023(4) | — | — | — | 17,052 | $1,002,487 | | | 2/6/2023(5) | — | — | — | 8,906 | $356,679 | | | 7/24/2023(4) | — | — | — | 8,760 | $558,800 | | G. Douglas Hekking, | N/A | — | $276,915 | $1,107,658 | — | — | | Chief Financial Officer | 2/6/2023(4) | — | — | — | 14,131 | $830,761 | | | 2/6/2023(5) | — | — | — | 6,914 | $276,914 | | Walter Noot, | N/A | — | $275,150 | $1,100,600 | — | — | | Chief Operating Officer | 2/6/2023(4) | — | — | — | 13,501 | $793,724 | | | 2/6/2023(5) | — | — | — | 6,606 | $264,562 | | Joshua Foukas, | N/A | — | $243,815 | $975,260 | — | — | | Chief Legal Officer & | 2/6/2023(4) | — | — | — | 12,442 | $731,465 | | General Counsel | 2/6/2023(5) | — | — | — | 6,088 | $243,815 | | Daniel Macuga, Jr. | N/A | — | $245,221 | $980,883 | — | — | | Chief Communications & | 2/6/2023(4) | — | — | — | 10,011 | $588,547 | | Marketing Officer | 2/6/2023(5) | — | — | — | 6,123 | $245,221 |

  52. GRANTS OF PLAN-BASED AWARDS

    | (1) Columns (f), (g) and (h) are intentionally omitted. There is no guaranteed payment to our Named Executive Officers under the 2024 Bonus Plan. If the minimum performance objectives are not achieved, they will receive no payout under the 2024 Bonus Plan. The amounts shown in column (d) reflect the target payout, which is 100% of base salary for Mr. Brown and 50% of base salary for each of the other executives. The amounts shown in column (e) reflect 200% of the executive’s base salary, which is the maximum payout that can be obtained under the 2024 Bonus Plan. | | (2) Equity awards granted to the Named Executive Officers consisted of RSUs and PSUs and were granted under the 2015 Equity Incentive Award Plan. | | (3) Fair value of RSUs and PSUs that have not vested. | | (4) RSU grant. Reflects RSUs that will vest 25% annually beginning on the first anniversary of the date of the grant. Fair value of the RSUs was calculated using the closing stock price on the date of grant. | | (5) PSU grant. The amount of PSUs is based on 100% of target performance. PSUs will vest if the market and performance conditions are met or exceeded on January 3, 2026. As of December 30, 2023, achievement of the performance condition was not deemed probable. |

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table includes certain information with respect to the value of all equity awards previously granted to the Named Executive Officers outstanding as of December 30, 2023.

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Option awards | | | | Restricted Stock Unit awards | | | | | Grant Date | Number Of Securities Underlying Unexercised Options (#) | | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units that have not vested | | | Name | | Exercisable | Unexercisable | | | | | | | | | | | ($) | | (#) | ($) | | | Kevin G. Guest, Executive Chairman of the Board | 2/3/20 | — | — | — | — | 4,596(1) | $246,346(2) | | | | 2/3/20 | 32,819 | 49,228 | $63.02 | 8/2/2024 | 16,409(1) | $879,522(2) | | | | 2/8/21 | — | — | — | — | 14,007(1) | $750,775(2) | | | | 2/7/22 | — | — | — | — | 19,804(1) | $1,061,494(2) | | | | 2/6/23 | — | — | — | — | 48,245(1) | $2,585,932(2) | | | | 2/6/23 | — | — | — | — | 10,584(3) | $423,876(4) | | z | Jim H. Brown, Chief Executive Officer & President | 2/3/20 | — | — | — | — | 3,676(1) | $197,034(2) | | | | 2/8/21 | — | — | — | — | 5,657(1) | $303,215(2) | | | | 2/7/22 | — | — | — | — | 8,077(1) | $432,927(2) | | | | 2/6/23 | — | — | — | — | 17,052(1) | $913,987(2) | | | | 2/6/23 | — | — | — | — | 8,906(3) | $356,679(4) | | | | 7/24/23 | — | — | — | — | 8,760(1) | $469,536(2) | | | G. Douglas Hekking, Chief Financial Officer | 2/3/20 | — | — | — | — | 3,047(1) | $163,319(2) | | | | 2/8/21 | — | — | — | — | 4,643(1) | $248,865(2) | | | | 2/7/22 | — | — | — | — | 6,694(1) | $358,798(2) | | | | 2/6/23 | — | — | — | — | 14,131(1) | $757,422(2) | | | | 2/6/23 | — | — | — | — | 6,914(3) | $276,914(4) | | | Walter Noot, Chief Operating Officer | 2/3/20 | — | — | — | — | 2,329(1) | $124,834(2) | | | | 2/8/21 | — | — | — | — | 3,549(1) | $190,226(2) | | | | 2/7/22 | — | — | — | — | 5,116(1) | $274,218(2) | | | | 2/6/23 | — | — | — | — | 13,501(1) | $723,654(2) | | | | 2/6/23 | — | — | — | — | 6,606(3) | $264,562(4) | | | Joshua Foukas, Chief Legal Officer & General Counsel | 2/3/20 | — | — | — | — | 2,188(1) | $117,277(2) | | | | 2/8/21 | — | — | — | — | 3,334(1) | $178,702(2) | | | | 2/7/22 | — | — | — | — | 4,714(1) | $252,670(2) | | | | 2/6/23 | — | — | — | — | 12,442(1) | $666,891(2) | | | | 2/6/23 | — | — | — | — | 6,088(3) | $243,815(4) | | | Daniel Macuga, Jr., Chief Communications & Marketing Officer | 2/3/20 | — | — | — | — | 2,201(1) | $117,974(2) | | | | 2/8/21 | — | — | — | — | 3,353(1) | $179,721(2) | | | | 2/7/22 | — | — | — | — | 4,741(1) | $254,118(2) | | | | 2/6/23 | — | — | — | — | 10,011(1) | $536,590(2) | | | | 2/6/23 | — | — | — | — | 6,123(3) | $245,221(4) |

  55. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) RSU and SSAR grants vest 25% annually beginning on the first anniversary of the date of the grant. | | (2) The market value of the RSUs that have not vested is calculated by multiplying the number of units shown in the table by $53.60, the closing stock price on December 30, 2023. | | (3) The amount of PSUs is based on 100% of target performance. PSUs will vest if the market and performance conditions are met or exceeded on January 3, 2026. As of December 30, 2023, achievement of the performance condition was not deemed probable. | | (4) PSU grant date fair value was determined using a Monte-Carlo simulation. |

  56. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table summarizes information regarding the exercise of SSARs and each vesting of RSUs, for each of the Named Executive Officers on an aggregated basis during Fiscal Year 2023.

  57. OPTION EXERCISES AND STOCK VESTED

    | | Option awards | | Restricted stock unit awards | | | (a) | (b) | (c) | (d) | (e) | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Kevin G. Guest | — | — | 20,623 | $1,246,791 | | Jim H. Brown | — | — | 11,136 | $672,065 | | G. Douglas Hekking | — | — | 8,968 | $541,274 | | Walter Noot | — | — | 6,977 | $421,065 | | Joshua Foukas | — | — | 6,581 | $397,168 | | Daniel Macuga, Jr. | — | — | 6,618 | $399,401 |

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), and Item 402(v) of Regulation S-K, we are providing the following tables, supporting graphs, and related information to show the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table ("SCT"), the “compensation actually paid” ("CAP") to our CEO and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our Company total shareholder return ("TSR"), the TSR of certain peer companies over the same period, our net income, and our financial performance measure for compensatory purposes, operating profit.

  59. Pay versus Performance Table

    Pay versus Performance Table

  60. Pay versus Performance Table

    | | Summary Compensation Table Total For CEO | | Compensation Actually Paid to CEO(3) | | Average Summary Compensation Table Total for Other NEOs (4) | Average Compensation Actually Paid for Other NEOs(4) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | | | | Net Income $ in Thousands | Operating Profit $ in Thousands(6) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5) | | | | Year | First CEO(1) | Second CEO(2) | First CEO(1) | Second CEO(2) | | | | | | | | 2023 | $2,472,017 | $3,914,855 | $2,380,847 | $3,844,225 | $1,332,720 | $1,324,463 | $46 | $65 | $63,788 | $93,071 | | 2022 | N/A | $3,745,259 | N/A | $(592,259) | $1,428,447 | $421,061 | $45 | $114 | $69,350 | $107,614 | | 2021 | N/A | $3,909,615 | N/A | $5,961,086 | $1,566,413 | $2,125,022 | $86 | $111 | $116,505 | $170,192 | | 2020 | N/A | $3,960,411 | N/A | $4,778,419 | $1,567,765 | $1,566,282 | $65 | $80 | $124,664 | $177,948 |

  61. Pay versus Performance Table

    (1)Mr. Brown was promoted to CEO on July 1, 2023. He is currently serving as our CEO and is our First CEO. (2)Mr. Guest was the CEO for each of Fiscal Years 2022, 2021, and 2020. On July 1, 2023, Mr. Guest transitioned from CEO to Executive Chairman of the Board. He is our Second CEO. (3)Item 402(v) of Regulation S-K requires certain adjustments be made to the SCT totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as SCT total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as the Company did not pay a dividend in Fiscal Years 2023, 2022, 2021, and 2020. The following table details these adjustments:

  62. Pay versus Performance Table

    | | | | | Add: | Add: | Add: | | | | | | Deduct: | Fair Value at | Change in Fair | Change in Fair | | | | | Summary | Grant Date | Fiscal Year End | Value as of Vesting | Value of | | | | | Compensation | Fair Value | of Outstanding and | Date of Equity | Outstanding and | Compensation | | | | Table | of Equity | Unvested Equity | Awards Granted in | Unvested Equity Awards | Actually | | Year | Executive(s) | Total | Awards | Awards Granted | Prior Years which | Granted in Prior | Paid | | | | | | in Fiscal Year | Vested in Fiscal Year | Fiscal Years | | | 2023 | First CEO | $2,472,017 | $(1,561,287) | $1,383,523 | $79,630 | $6,964 | $2,380,847 | | | Other NEOs | $1,332,720 | $(736,124) | $671,166 | $52,110 | $4,591 | $1,324,463 | | 2023 | Second CEO | $3,914,855 | $(2,836,324) | $2,585,932 | $202,034 | $(22,272) | $3,844,225 | | | Other NEOs | $1,332,720 | $(736,124) | $671,166 | $52,110 | $4,591 | $1,324,463 | | 2022 | Second CEO | $3,745,259 | $(2,458,135) | $1,404,799 | $(323,940) | $(2,960,242) | $(592,259) | | | Other NEOs | $1,428,447 | $(762,035) | $435,495 | $(60,722) | $(620,124) | $421,061 | | 2021 | Second CEO | $3,909,615 | $(2,386,513) | $2,835,017 | $237,050 | $1,365,917 | $5,961,086 | | | Other NEOs | $1,566,413 | $(732,762) | $870,472 | $130,175 | $290,724 | $2,125,022 | | 2020 | Second CEO | $3,960,411 | $(2,316,993) | $3,332,195 | $(113,424) | $(83,770) | $4,778,419 | | | Other NEOs | $1,567,765 | $(706,565) | $781,196 | $(33,889) | $(42,225) | $1,566,282 |

  63. Pay versus Performance Table

    (4)For Fiscal Year 2023, the other NEOs were Mr. Foukas, Mr. Hekking, Mr. Macuga, Jr., and Mr. Noot. For Fiscal Years 2022, 2021 and 2020, the other NEOs were Mr. Brown, Mr. Hekking, Mr. Noot, and Mr. Mulham. (5)Company TSR and Peer Group TSR reflect the information in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 30, 2023. For 2021 and 2020, the Company utilized the S&P 500 Index for purposes of Company TSR and the dollar value in this column for 2021 and 2020 reflects that index. For 2023 and 2022, the Company changed the Company TSR index selection to the Russell 2000 (which reflects publicly traded companies that are more closely correlated to the Company’s enterprise value) and the value in this column for 2023 and 2022 reflects that index. For 2021 and 2020, the Peer Group TSR value includes the following Performance Peer Group companies: Nu Skin Enterprises, Inc., Herbalife Nutrition Ltd., Lifeway Foods, Inc., Natural Alternatives International, Inc., and Hain Celestial Group, Inc. For 2023 and 2022, the Company changed its peer group companies and, consequently, the Peer Group TSR for this year reflects the following Performance Peer Group companies: Nu Skin Enterprises, Inc., Herbalife Nutrition, Ltd., LifeVantage Corporation, Medifast, Inc., Nature’s Sunshine Products, Inc., and Mannatech, Inc. The constituents of the 2023 and 2022 peer group are publicly traded direct selling companies that more closely correlate to the Company’s business at the enterprise level. The cumulative TSR depicts a hypothetical $100 investment in the Company’s common stock on December 31, 2018, and shows the value of that investment over time (assuming the reinvestment of dividends if applicable to the stock or index) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. (6)We selected operating profit as the most important financial performance measurement to link CAP to Company performance for Fiscal Year 2023. The table below shows the relationship between our cumulative total shareholder return and that of our peer group and Russell 2000 Index in each case over the past four fiscal years:

  64. FISCAL YEAR 2023 CEO PAY RATIO

    FISCAL YEAR 2023 CEO PAY RATIO As required by Section 953(b) of Dodd-Frank, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual compensation of our employees and the annualized total compensation of Jim H. Brown, as CEO, for Fiscal Year 2023. The Compensation Committee reviewed a comparison of our CEO annual total compensation in Fiscal Year 2023 to that of all other Company employees for the same period. Below is the ratio of the pay of our CEO to the annual pay of our “median employee” (the “Pay Ratio”) under the rule. We identified the median employee by examining the Fiscal Year 2023 total compensation for all full-time and part-time Company employees, excluding our CEO, employed by us on December 30, 2023. We are not using the same median employee that we used last year because that employee’s wages no longer represented the median due to an increase in the number of employees with the Company. We calculated annual total compensation using the same methodology we use for our Named Executive Officers as set forth in the 2023 Summary Compensation Table above. We adjusted estimates with respect to total compensation by annualizing the compensation for any newly hired, full-time employees who were not employed by us for all of Fiscal Year 2023. We have a global workforce, with employees working in 23 countries worldwide, as measured by full-time equivalency. Compensation paid in foreign currencies was converted to U.S. dollars based on average exchange rates in effect on December 30, 2023. To calculate the total compensation of our CEO for Fiscal Year 2023, we annualized Mr. Brown's base salary and equity awards earned during his time as CEO. We did not annualize non-equity incentive plan compensation or all other compensation as these did not change with his promotion. The total annualized compensation of our CEO, Jim H. Brown, was $3,114,173 for Fiscal Year 2023. Annual total compensation for our median employee was $45,951. The Pay Ratio for Fiscal Year 2023 is 68 to 1. Under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As a result of our methodology for determining the pay ratio, which is described above, our Pay Ratio may not be comparable to the pay ratios of other companies in our industry or in other industries because other companies may rely on different methodologies, or assumptions, or may make adjustments that we do not make.