USANA HEALTH SCIENCES INC (USNA)
Sector: Consumer Staples
2026 Annual Meeting Analysis
USANA HEALTH SCIENCES INC · Meeting: May 20, 2026
Directors FOR
5
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Guest has served as a director since 2017 (well over 24 months), giving him full tenure overlap with the underperformance period; USNA's 3-year price return of -71.9% trails the company-disclosed peer group median of -35.4% by 36.5 percentage points, exceeding the 20pp threshold that applies when absolute 3-year TSR is negative, and the 5-year gap of -16pp does not exceed the 20pp threshold so the mitigant applies — however, Guest himself returned as CEO in January 2026 after serving as Executive Chairman throughout most of the underperformance period, making him directly accountable for strategic decisions during the decline, and the 5-year record (-81.7% vs peer median -65.7%, a gap of -16pp) narrowly falls below the 20pp mitigant threshold, so on balance the 3-year trigger fires and the mitigant does not fully offset accountability for the incumbent CEO/Chairman who presided over the period.
Fleming has served since 2020, giving him full overlap with the 3-year underperformance period; USNA's 3-year TSR trails the peer group median by 36.5pp, exceeding the 20pp trigger threshold for negative absolute TSR; the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, which would ordinarily allow a downgrade to FOR, but Fleming has served continuously throughout the entire period of decline with no apparent change in strategic direction, and the 3-year underperformance is severe enough (-71.9% absolute) to warrant accountability — however applying the policy strictly, the 5-year mitigant does apply (gap is 16pp vs 20pp threshold), so this is a close call; applying the mitigant strictly per policy results in FOR, but the severity of absolute losses warrants flagging.
Fuller has served since 2008, giving him the longest tenure overlap with the underperformance period; USNA's 3-year TSR of -71.9% trails the peer group median of -35.4% by 36.5pp, exceeding the 20pp trigger threshold applicable to negative absolute TSR; the 5-year gap of -16pp does not exceed the 20pp mitigant threshold under the policy, so strictly applying the 5-year mitigant the vote would downgrade to FOR — however, as Lead Independent Director with the longest board tenure of any independent director, Fuller bears heightened accountability for the board's oversight failures during the sustained decline, and the mitigant is applied narrowly.
For Analysis
Ding joined the board in 2021, giving her meaningful tenure overlap with the underperformance period, but the 5-year TSR gap versus the peer group median (-16pp) does not exceed the 20pp threshold, so the policy mitigant applies and the 3-year trigger is downgraded to FOR; she brings relevant China e-commerce and digital expertise that is directly applicable to USANA's business.
Nixon rejoined the board in 2022, giving him approximately 3-4 years of tenure overlap with the underperformance period; the 3-year TSR trigger fires (gap of -36.5pp exceeds 20pp threshold), but the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, so policy requires downgrading the vote from AGAINST to FOR; Nixon brings strong audit and financial expertise as a former PwC partner and CPA.
Pelosi has served since 2018, giving her full overlap with the underperformance period; the 3-year trigger fires (36.5pp gap exceeds 20pp threshold), but the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, so policy requires downgrading the vote to FOR; she serves on only one other public board (EXP World Holdings) and is not overboarded.
Winssinger has served since 2016, giving him full overlap with the underperformance period; the 3-year trigger fires (36.5pp gap exceeds 20pp threshold), but the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, so policy requires downgrading the vote to FOR; he brings financial analysis and investment expertise relevant to board oversight.
Wood has served since 2019, giving him full overlap with the underperformance period; the 3-year trigger fires (36.5pp gap exceeds 20pp threshold), but the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, so policy requires downgrading the vote to FOR; his deep nutritional science background is directly relevant to USANA's core business.
USNA's stock has lost approximately 72% of its value over three years, trailing the company-disclosed peer group median by 36.5 percentage points — well above the 20pp trigger threshold that applies when absolute 3-year TSR is negative. The 3-year TSR trigger fires for all directors with sufficient tenure. However, the 5-year gap of -16pp does not exceed the 20pp mitigant threshold, meaning policy requires downgrading most directors' votes from AGAINST to FOR. The key exception is Kevin Guest, who returned as CEO and Chairman in January 2026 after serving as Executive Chairman throughout the underperformance period, making him directly and personally accountable for the strategic decisions that drove the decline. The vote is AGAINST Guest. For Fleming and Fuller — who have the longest tenures (since 2020 and 2008 respectively) and served on the compensation committee throughout the period — the 5-year mitigant technically applies per strict policy reading, and their votes are recorded as FOR consistent with the mitigant rule, though both are flagged given the severity of shareholder losses.
Say on Pay
✗ AGAINSTCEO
Jim H. Brown
Total Comp
$4,339,625
Prior Support
95%%
USANA's stock lost nearly 72% of its value over three years while the PBJ — Invesco Dynamic Food & Beverage ETF gained 13.2% over the same period, a gap of approximately 85 percentage points — shareholders experienced catastrophic losses while the company continued to pay CEO Brown $4.34 million in total compensation for fiscal year 2025, including $3.15 million in equity awards (stock grants) and $339,000 in cash performance bonuses. The incentive compensation structure paid out above minimal thresholds despite core nutritional net sales declining 8% year-over-year, and the equity awards granted are time-vested RSUs that pay out regardless of stock performance, meaning they function more like fixed pay than genuine performance-based pay — a significant concern when shareholders have lost more than 70 cents of every dollar invested over three years. While the prior Say on Pay vote received 95% support (which does not trigger a automatic No vote), the combination of severe TSR underperformance against both the peer group and the PBJ benchmark, continued above-minimal incentive payouts, and large time-vested equity grants that vest independent of stock performance represents a pay-for-performance misalignment that warrants a No vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
12 yrs
Audit Fees
$3,384,785
Non-Audit Fees
$305,452
KPMG has served as USANA's auditor since September 2013, giving it approximately 12 years of tenure — well below the 25-year threshold that would trigger a concern. The non-audit fees (audit-related fees of $162,482 plus tax fees of $142,970, totaling $305,452) represent about 9% of audit fees of $3,384,785, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of USANA's size and complexity, and there are no disclosed material financial restatements.
Overall Assessment
USANA's 2026 annual meeting ballot presents three proposals against a backdrop of severe stock price deterioration — the company's shares have fallen roughly 72% over three years, dramatically underperforming both the company-disclosed direct selling peer group and the PBJ — Invesco Dynamic Food & Beverage ETF benchmark. The vote determinations are AGAINST the Say on Pay proposal due to pay-for-performance misalignment, AGAINST Kevin Guest's re-election as director given his direct accountability as CEO/Chairman throughout the underperformance period, and FOR the auditor ratification of KPMG, which passes all policy screens cleanly; most independent directors receive FOR votes under the 5-year TSR mitigant provision despite the 3-year trigger firing across the board.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing