USANA Health Sciences, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 28, 2024

Dec. 30, 2023

Dec. 31, 2022

Jan. 01, 2022

Jan. 02, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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)
2024	$3,362,107	N/A	$2,066,428	N/A	$1,361,825	$824,802	$45	$109	$42,030	$66,324
2023	$2,472,017	$3,914,855	$2,380,847	$3,844,225	$1,332,720	$1,324,463	$69	$65	$63,788	$93,071
2022	N/A	$3,745,259	N/A	$(592,259)	$1,428,447	$421,061	$68	$91	$69,350	$107,614
2021	N/A	$3,909,615	N/A	$5,961,086	$1,566,413	$2,125,022	$129	$134	$116,505	$170,192

Company Selected Measure Name

operating profit

Named Executive Officers, Footnote

Mr. Brown was promoted to CEO on July 1, 2023. He is currently serving as our CEO and is our First CEO.Mr. Guest was the CEO for each of Fiscal Years 2022 and 2021. On July 1, 2023, Mr. Guest transitioned from CEO to Executive Chairman of the Board. He is our Second CEO.For Fiscal Year 2024, the other NEOs were Mr. Hekking, Mr. Noot, Mr. Neidig, and Mr. Foukas. For Fiscal Year 2023, the other NEOs were Mr. Hekking, Mr. Noot, Mr. Foukas, and Mr. Macuga. For Fiscal Years 2022 and 2021, the other NEOs were Mr. Brown, Mr. Hekking, Mr. Noot, and Mr. Mulham.

Peer Group Issuers, Footnote

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 28, 2024. For 2021, the Company utilized the S&P 500 Index for purposes of Company TSR and the dollar value in this column for 2021 reflects that index. For 2024, 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 2024, 2023 and 2022 reflects that index. For 2021, 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 2024, 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 2024, 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, 2019, 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.

Adjustment To PEO Compensation, Footnote

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 2024, 2023, 2022, and 2021. The following table details these adjustments:


				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
2024	First CEO	$3,362,107	$(2,400,018)	$1,684,497	$(86,344)	$(493,814)	$2,066,428
	Other NEOs	$1,361,825	$(784,539)	$550,643	$(44,525)	$(258,602)	$824,802
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

Non-PEO NEO Average Total Compensation Amount

$ 1,361,825

$ 1,332,720

$ 1,428,447

$ 1,566,413

Non-PEO NEO Average Compensation Actually Paid Amount

$ 824,802

1,324,463

421,061

2,125,022

Adjustment to Non-PEO NEO Compensation Footnote


				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
2024	First CEO	$3,362,107	$(2,400,018)	$1,684,497	$(86,344)	$(493,814)	$2,066,428
	Other NEOs	$1,361,825	$(784,539)	$550,643	$(44,525)	$(258,602)	$824,802
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

Compensation Actually Paid vs. Total Shareholder Return

Set out below in accordance with Item 402(v) of Regulation S-K is a graphical representation of the relationship between CAP and cumulative total shareholder return of the Company for Fiscal Years 2024, 2023, 2022, and 2021.

Compensation Actually Paid vs. Net Income

Set out below in accordance with Item 402(v) of Regulation S-K is a graphical representation of the relationship between CAP and the net income of the Company for Fiscal Years 2024, 2023, 2022 and 2021.

Compensation Actually Paid vs. Company Selected Measure

Set out below in accordance with Item 402(v) of Regulation S-K is a graphical representation of the relationship between CAP and the Company’s operating profit for Fiscal Years 2024, 2023, 2022, and 2021.

Total Shareholder Return Vs Peer Group

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:

Tabular List, Table

The items listed below represent the most important performance measures used to link CAP to the Company’s performance for Fiscal Year 2024.

•Operating Profit (included in the table above as the most important financial measure)

•Net Sales

•Net Income

•Cash from Operations

•Free Cash Flow

•Total Active Customer Counts (included as a non-financial performance measurement)

Total Shareholder Return Amount

$ 45

129

Peer Group Total Shareholder Return Amount

109

134

Net Income (Loss)

$ 42,030,000

$ 63,788,000

$ 69,350,000

$ 116,505,000

Company Selected Measure Amount

66,324,000

93,071,000

107,614,000

170,192,000

PEO Name

Mr. Brown

Mr. Guest

Additional 402(v) Disclosure

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.

We selected operating profit as the most important financial performance measurement to link CAP to Company performance for Fiscal Year 2024.

We selected operating profit as the Company’s most important financial measure for evaluating pay versus performance because it is the key metric in our short-term incentive compensation plan (referenced in the CD&A above as the “2024 Bonus Program” and “2025 Bonus Program”). Operating profit is used by management and the Board of Directors, including the Compensation Committee, to evaluate the performance of our executives on their effectiveness in generating net sales growth and active customer growth while maintaining the Company’s targeted level of profitability. It is also a key metric used to assess the Company’s performance relative to the Performance Peer Group. We believe our historical operating results have demonstrated that performance-based compensation utilizing the Company’s operating profit as the central performance target creates alignment with shareholder interests. We also believe that, although the Company has historically granted only time-vested equity awards to executives under the long-term incentive compensation component of its executive compensation program, operating profit-based performance objectives also create alignment with shareholder interests under the long-term component of our executive compensation program because a more robust operating profit generally translates to increased shareholder value.

Free cash flow (“FCF”) is a non-GAAP financial measure that we believe provides investors an additional perspective on cash flow from operating activities in excess of amounts required for reinvestment. We believe it provides a measure of our ability to fund various discretionary business initiatives, including acquisitions and share repurchases. Free cash flow is calculated by subtracting net capital expenditures from net cash provided by operating activities.

Measure:: 1

Pay vs Performance Disclosure

Name

Operating Profit

Measure:: 2

Pay vs Performance Disclosure

Name

Net Sales

Measure:: 3

Pay vs Performance Disclosure

Name

Net Income