USANA HEALTH SCIENCES INC. Files DEF 14A

TL;DR

<b>USANA HEALTH SCIENCES INC. files its annual proxy statement detailing executive compensation and equity awards.</b>

AI Summary

USANA HEALTH SCIENCES INC (USNA) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for USANA HEALTH SCIENCES INC. The reporting period for the fiscal year ended December 30, 2023. The company is incorporated in Utah (UT). The filing includes details on equity awards granted to PEO and Non-PEO members for the years 2021, 2022, and 2023. Specific dates for equity awards include 2023-01-01 to 2023-12-30, 2022-01-02 to 2022-12-31, and 2021-01-03 to 2022-01-01.

Why It Matters

For investors and stakeholders tracking USANA HEALTH SCIENCES INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, including details on equity awards granted, which can influence shareholder voting decisions. Understanding the equity awards granted to PEO and Non-PEO members across multiple fiscal years (2021-2023) offers insight into the company's incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — USANA HEALTH SCIENCES INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial performance indicators or significant operational changes.

Analyst Insight

Review the executive compensation details and equity award grants to assess potential impacts on shareholder value and dilution.

Key Numbers

• 2023-12-30 — Fiscal Year End (Reporting period)
• 2024-03-22 — Filing Date (Date of submission)
• 2023-01-01 — Start Date for 2023 Equity Awards (Reporting period for equity awards)
• 2022-01-02 — Start Date for 2022 Equity Awards (Reporting period for equity awards)
• 2021-01-03 — Start Date for 2021 Equity Awards (Reporting period for equity awards)

Key Players & Entities

• USANA HEALTH SCIENCES INC. (company) — Filer
• USANA INC (company) — Former company name
• Mr. Brown (person) — Mentioned in relation to equity awards
• Mr. Guest (person) — Mentioned in relation to equity awards

FAQ

Industry Context

USANA HEALTH SCIENCES INC. operates in the Medicinal Chemicals & Botanical Products industry (SIC 2833).

Regulatory Implications

The filing is a DEF 14A, a type of proxy statement required by the SEC for public companies.

What Investors Should Do

1. Analyze the specific details of equity awards granted to PEO and Non-PEO members.
2. Compare the equity awards granted in 2023 with previous years (2021-2022) to identify trends.
3. Review any accompanying proxy materials for shareholder proposals or voting recommendations.

Year-Over-Year Comparison

This filing is a DEF 14A, which typically provides information on executive compensation and corporate governance, rather than financial performance updates seen in 10-K or 10-Q filings.

Filing Documents

• usna-20240322.htm (DEF 14A) — 886KB
• usna-20240322_g1.jpg (GRAPHIC) — 8060KB
• usna-20240322_g10.jpg (GRAPHIC) — 10002KB
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• usna-20240322_g14.jpg (GRAPHIC) — 149KB
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• usna-20240322_g16.jpg (GRAPHIC) — 227KB
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• usna-20240322_g18.jpg (GRAPHIC) — 9KB
• usna-20240322_g19.jpg (GRAPHIC) — 130KB
• usna-20240322_g2.jpg (GRAPHIC) — 13KB
• usna-20240322_g20.jpg (GRAPHIC) — 149KB
• usna-20240322_g21.jpg (GRAPHIC) — 151KB
• usna-20240322_g22.jpg (GRAPHIC) — 101KB
• usna-20240322_g3.jpg (GRAPHIC) — 11KB
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• usna-20240322_g7.jpg (GRAPHIC) — 7760KB
• usna-20240322_g8.jpg (GRAPHIC) — 8727KB
• usna-20240322_g9.jpg (GRAPHIC) — 8903KB
• 0000896264-24-000119.txt (&nbsp;) — 194268KB
• usna-20240322.xsd (EX-101.SCH) — 3KB
• usna-20240322_def.xml (EX-101.DEF) — 5KB
• usna-20240322_lab.xml (EX-101.LAB) — 6KB
• usna-20240322_pre.xml (EX-101.PRE) — 4KB
• usna-20240322_htm.xml (XML) — 142KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 DELINQUENT SECTION 16(a) REPORTS 27 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 28 Policies and Procedures Regarding Related Party Transactions 28

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28 Compensation Discussion and Analysis 28 Executive Summary 28 Summary of 2023 Accomplishments 28 Compensation Philosophy and Objectives 29 Overview of Components of Executive Compensation Program 29 Role of Compensation Committee 29 Role of Corporate Management in Assisting Compensation Committee 29 Compensation Consultant 30 Peer Groups 30 Compensation Risk Assessment 31 Components of Compensation 31 Base Salary 31 Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation) 32 Equity Compensation 33 Other Compensation 34 Accounting Considerations and Tax Deductibility of Executive Compensation 34 REPORT OF THE COMPENSATION COMMITTEE 35 SUMMARY COMPENSATION TABLE 36 NON-QUALIFIED DEFERRED COMPENSATION TABLE 37 GRANTS OF PLAN-BASED AWARDS 38 5 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 6 PROXY STATEMENT SUMMARY 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 6, 2024, at 11:00 AM (Mountain Daylight Time), and any adjournment or postponement thereof (the "Annual Meeting"). Online access is at www.virtualshareholdermeeting.com/USNA2024 , beginning at 10:55 AM Mountain Daylight Time. Shareho

: Gender Identity

Part I: Gender Identity Directors 2 6

: Demographic Background

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 — — 11 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

View Full Filing

View this DEF 14A filing on SEC EDGAR