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The Lead Independent Director presides at executive sessions of the independent directors and at meetings of the Board when the Chair is not present, and is a contact person for shareholders and third parties who may desire to contact the Board independently of the Chair. Mr. Fuller was Lead Independent Director during Fiscal Year 2018. We believe that Mr. Fuller is an effective Lead Independent Director due to, among other things, his independence, his leadership experience in executive positions as chief financial officer and executive officer, his strong strategic and financial acumen, and commitment to ethics, as well as his extensive knowledge and deep understanding of USANA and our business.

Separation of Chairman and Chief Executive Officer Roles

        Our corporate guidelines provide that the roles of CEO and Board Chair may be separated or combined. Although the Board does not have a formal policy on whether the roles of CEO and Chair should be separate, USANA has separately maintained these roles since 2008. Separating the CEO and Board Chair roles allows us to efficiently develop and implement corporate strategy that is consistent with the Board's oversight role, while facilitating strong day-to-day leadership. Our founder, Dr. Myron Wentz, is the Chairman of our Board of Directors. Historically, David A. Wentz has served as our Chief Executive Officer. In light of the significant demands on the CEO position at USANA, in August 2015, the Board appointed David A. WentzChair and Kevin Guest as Co-Chief Executive Officers or Co-CEOs. In his role, Mr. Wentz oversees USANA's global operations, while Mr. Guest leads USANA's worldwide field developmentis our CEO and sales efforts. Both Mr. Wentz and Mr. Guest reportreports directly to the Board of Directors.

        The Board has not adopted a specific policy on whether the same person should serve as both the CEO and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee.Board. The Board believes it is most appropriate to retain the discretion and flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time.

        We believe The Board believes it is currently appropriate to separate the roles of CEO and Chairman of the Board Chair as a result of the demands of and differences between each role. Our Co-CEOs areCEO is responsible for setting the strategic direction for the Company, with guidance from the Board. They areThe CEO is also responsible for the day-to-day leadership and performance of the Company, while the Chairman of the Board Chair provides guidance to the Co-CEOsCEO and sets the agenda for Board meetings and presides over meetings of the full Board. Although Dr. Wentz is not independent under the rules of the NYSE, the Board believes the experience, leadership and vision he provides as Chairman of the Board isChair are essential to the short-and-long-term success of the Company.

        The Board maintains a numberExecutive Sessions of governance practices to ensure effective independent oversight of Board decisions, including (i) the appointment of strong,Independent Directors

        In accordance with NYSE listing standards, our independent directors who constituteregularly meet in executive session without employee directors or other executive officers present as part of every regularly scheduled Board and committee meeting. The Lead Independent Director chairs these executive sessions. In the event that the Lead Director cannot preside at an executive session, the chairs of the Audit Committee, Compensation Committee, or Governance, Risk & Nominating Committee lead these meetings on a majorityrotating basis.

Prohibition Against Pledging USANA Securities and Hedging Transactions

        Consistent with our Insider Trading Policy, we prohibit our executive officers and members of the Board from pledging our common stock or other securities and intimately understand the Company's businessengaging in hedging transactions with respect to our securities. Our policies specifically prohibit our executive officers and industry; (ii) executive sessions of the independentnon-employee directors from holding our securities in connection with every Board meeting; and (iii) annual evaluations of the performance of the Board, carried out by the independent directors. Because the Board also believes that strong, independent board leadership is an important aspect of corporate governance, the Board established the position of Lead Director in 2013. The Lead Director is an independent director electedany margin account for investment purposes or otherwise using our securities as collateral for a one year term byloan. Our policy prohibits the independent directors. The Lead Director chairspurchasing of certain instruments (including prepaid variable forward contracts, equity swaps, and collars) and engaging in short sales of our stock and other similar transactions that could be used to hedge or offset any decrease in the Board meetings duringvalue of our securities.

Code of Ethics

        We have adopted a Code of Ethics that applies to all executive sessionsof our directors, officers (including our Chief Executive Officer and whenChief Financial Officer), and employees. We require that all of our directors, officers, and employees certify on an annual basis that they comply with the Chairman is unable to participate in Board meetings, and is a contact person for shareholders and third parties who may desire to contact the Board independentlyCode of the Chairman. Mr. Poelman was appointed Lead Director in 2015 and will serve in this capacity until the Annual Meeting, after which a new Lead Director will be appointed. Additional responsibilities of the Lead Director include:Ethics. If we

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Setting the agenda for and leading regularly-held independent director sessions and briefing the Chairman on those sessions;



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Coordinating the activities of the independent directors;

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Presiding at meetingsmake any amendment to or grant any waivers of, a provision of our Code of Ethics that applies to our principal executive officer, principal financial officer or principal accounting officer, that would require disclosure under applicable SEC rules, we will disclose such amendment or waiver and the reasons therefor on a Current Report on Form 8-K or on our next periodic report filed under the Securities Exchange Act of 1934, as amended ("Exchange Act"). The Code of Ethics may be found on the "Corporate Governance" page of the Board at which the Chairman is not present, including executive sessions of the independent directors;



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Acting as a liaison of the independent directors to the Chairman and Co-CEOs for the views and any concerns and issues of the independent directors; and



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Performing other duties that the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

Director Independence

        NYSE rules and regulations generally require listed companies to have a board of directors with a majority of independent directors. A majority of the members"Investor Relations" section of our Board of Directors are independent, as discussed below.

        To assist the Board in making its determination regarding director independence, the Board has adopted independence standards that conform to the independence requirements of the NYSE. In addition to evaluating each director's independence, the Board considers all relevant facts and circumstances in making its independence determination. We assess director independence on an annual basis. The Board has determined, after careful review, that all of the currently serving directors, other than Dr. Myron Wentz and Robert Anciaux, are independent based on the applicable rules of the NYSE and the applicable regulations of the SEC. In particular, the Board noted that, other than their service as directors of the Company, Gilbert A. Fuller, D. Richard Williams, Jerry G. McClain and Ronald S. Poelman had no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and determined that each of them is "independent" under NYSE listing standards. The Board has also determined that each of the new individuals who will stand for electionwebsite at the Annual Meeting, other than David A. Wentz (our Co-CEO), would be independent, if elected, based on the applicable rules of the NYSE and the applicable regulations of the SEC.www.usana.com.

Communications with DirectorsCorporate Governance Guidelines

        Our shareholders or other interested parties wishing to communicate with the Board of Directors, the non-management directors as a group, or any individual director may do so in writing by addressing the correspondence to        We have also adopted Corporate Governance Guidelines that individual or group, c/o James H. Bramble, Corporate Secretary, USANA Health Sciences, Inc., 3838 West Parkway Boulevard, Salt Lake City, Utah 84120. All such communications will be initially received and processed by our Corporate Secretary. Accounting, audit, internal accounting controls and other financial matters will be referred to our Audit Committee chair. Other matters will be referred to the Board of Directors, the non-management directors, or individual directors as appropriate.

        Directors are encouraged by the Company to attend the Annual Meeting of Shareholders if their schedules permit. All directors who served in 2015, except Dr. Wentz, were present atoutline the Company's Annual Meetingcorporate governance policies and principles. The Corporate Governance Guidelines may be found on the "Corporate Governance" page of the Shareholders that was held in April 2015."Investor Relations" section of our website atwww.usana.com.

Committees of the Board of Directors

        Our Board has three standing committees: The Board of Directors has a separately-designated standing Audit Committee, the Compensation Committee, and the Governance, Risk and& Nominating Committee. Information aboutEach committee meets regularly and you may find the composition and responsibilitieswritten charters for the committees on the "Corporate Governance" page of the "Investor Relations" section of our website atwww.usana.com. At each regularly scheduled Board meeting, the Chair or a member of each committee is provided below.reports on any significant matters addressed by the committee.

Annual Assessment of Board Effectiveness

        To ensure that our Board and its committees are performing effectively and in the best interests of the Company and its shareholders, the Board performs an annual assessment of itself, its committees, and its members, overseen by the Governance, Risk and& Nominating Committee.

Plurality Plus Voting for Directors; Director Resignation Policy

        Our Amended and Restated Bylaws contain a "plurality plus" voting standard for the election of directors. Directors are elected by a plurality of the vote under the Amended and Restated Bylaws. However, the newly adopted "plurality plus" standard provides that in an uncontested election (that is, an election where the number of nominees is equal to the number of seats open), if an incumbent director standing for reelection is elected but fails to receive more "FOR" votes than "WITHHOLD" votes cast, the director must submit their resignation to the Board. The Governance, Risk and& Nominating Committee shall promptly consider the resignation and recommend to the Board the action to be taken on the offered resignation. The Board then is required to act on the Committee's recommendation no later than the date of the Board's next regularly scheduled meeting. The director whose resignation is under consideration may not participate in the recommendation of the Committee or deliberations of the Board of Directors (the "Governance Committee") was established in February 2004. Thewith respect to their resignation. Following the Board's decision, we would promptly disclose the decision by filing a Current Report on Form 8-K. If a resignation is accepted, the Governance, Risk & Nominating Committee met four (4) times during 2015. Memberswould also recommend to the Board whether to fill such vacancy immediately, retain the vacancy for a period, or reduce the size of the Governance Committee atBoard.

Term Limits and Mandatory Retirement Age

        The Board has not established a maximum length of service or a mandatory retirement age for directors. The Board believes that the dateskill set and perspectives of its members should remain sufficiently current and broad in dealing with current and changing business dynamics, and therefore seeks to maintain a balance of directors with varying lengths of service and ages. While the Board recognizes that term limits and/or a mandatory retirement age could assist in this Proxy Statement are Gilbert A. Fuller, Chairman, Jerry G. McClain,regard, they may have the unintended consequence of forcing the Board and Ronald S. Poelman. Each memberthe Company to lose the contribution of the Governance Committee meets the definition of "independent" set forth

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directors who over time have developed increased judgment, knowledge, and valuable insight into the Company and its operations. The Board also believes that there are other, more effective means to address board refreshment, including through a robust annual self-assessment process.

Risk Oversight and Management

        Our Board is actively involved in the rulesoversight and management of the NYSE. Aftermaterial risks that could affect the Annual Meeting, the Governance Committee will be reorganized if each of the director nominees is elected by the shareholders

Company. The Governance Committee's responsibilities include: (i) overseeing corporate governance matters, (ii)Board carries out its risk oversight and management (iii) identifyingresponsibilities by monitoring risk directly as a full board and, evaluating prospective nomineeswhere appropriate, through its committees. Effective risk oversight is a priority of the Board.

        Our Board has delegated responsibility for director, (iv) nominatingrisk management largely to the director nomineesAudit Committee and the Governance Risk & Nominating Committee. The Audit Committee oversees management of risk related to our financial, legal and fraud policies. This includes regular evaluation of risks related to our financial statements, internal control over financial reporting, liquidity, capital structure, and investments, including land acquisition and development. The Governance Risk & Nominating Committee oversees our general risk identification and mitigation process. This includes regular evaluation of strategic, operational, legal, regulatory, and corporate governance risks. The Board and its committees also receive regular reports from members of senior management on areas of material risk to the company. While the Board has an oversight role, management has the direct responsibility for electionmanagement and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company. Each standing committee of the Board has the following risk oversight responsibilities and provides regular reports to the Board on at least a quarterly basis:

Audit Committee

        The Audit Committee oversees the annual meetingmanagement of shareholders,the following financial risks:

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accounting matters;



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liquidity and (v) periodically reviewingcredit risks;



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corporate tax positions;



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insurance coverage;



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cash investment strategy; and



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financial results.

        In addition, the committee is responsible for managing risk relating to our financial and business process systems, including the performance of the Boardour internal audit function and its membersindependent registered public accounting firm, whistleblower complaints and determininginternal investigations, systems of internal controls and disclosure controls and procedures.

Compensation Committee

        The Compensation Committee oversees the number, function, and compositionmanagement of the Board's committees.following risks:

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executive compensation;



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compensation and benefit plans and arrangements;



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compensation strategies, practices and policies; and



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Board compensation.

        The Compensation Committee ensures that our compensation programs, including those applicable to our executives, do not encourage excessive risk taking. The Compensation Committee works

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periodically with its independent compensation consultant to structure executive compensation plans that are appropriately balanced and that incentivize management to act in the best interest of our shareholders.

Governance, Risk & Nominating Committee

        The Governance, Risk & Nominating Committee oversees management of the following risks:

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corporate governance practices;



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compliance and ethics programs;



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regulatory risk



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operational risk related to our information technology systems, including data security and privacy matters;



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director independence;



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Board has delegated muchcomposition; and



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Board performance and effectiveness.

        The committee also reviews, monitors and assesses the allocation of its responsibility for risk oversight among the Board and management to the Governance Committee. The Governance Committee conducts these risk oversightstanding committees of the Board.

Composition and management functions as partMeetings of its corporate governance oversight and reports its findings with respect to risk oversight and management to the entire Board. More information about the Board of Directors and Governance Committee's riskits Committees

        The shareholders elect directors annually to serve for one-year terms or until their successors are elected and qualified. As disclosed above, we currently have eight directors serving on the Board, with seven directors standing for re-election at the Annual Meeting. The Board establishes policy and provides strategic direction, oversight, and management practices is provided belowcontrol of the Company. The Board met four times during Fiscal Year 2018 and each director attended at least 75% in the aggregate of the total number of meetings of the Board and the committees on which he served during Fiscal Year 2018. We encourage, but do not require, members of the Board to attend our Annual Meeting of Shareholders, and six of our directors attended last year's Annual Meeting. Independent directors also met in executive session four times during Fiscal Year 2018, with all currently incumbent members in attendance at each of those sessions.

Audit Committee

        The Audit Committee has been formed to comply with the requirements of the definition of "audit committee" under Section 3(a)(58)(A) of the Exchange Act. Members of the Audit Committee as of December 29, 2018 and as of the date of this Proxy Statement are its Chair, Mr. Fuller, and directors Nixon, Peng, and Winssinger. The Board has determined that each member of the Audit Committee meets the independence criteria established by the SEC under Rule 10A-3 under the caption "Risk OversightExchange Act and Management".qualifies under the independence standards of the NYSE. The Board also has determined that each member of the Audit Committee is financially literate, as interpreted by the Board in its business judgment, and that Mr. Fuller and Mr. Nixon each qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act. The Audit Committee met four times during Fiscal Year 2018, with all incumbent members of the Committee in attendance at each meeting. In addition, the Committee met privately with internal audit, management and finance staff and with our independent registered public accounting firm during the year in fulfilling its duties described below. The Audit Committee also makes recommendations to the Board with respect to financial and accounting matters in fulfilling the following duties.

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        The Audit Committee appoints and establishes the compensation for our independent registered public accounting firm, approves in advance all engagements with the independent registered public accounting firm to perform audit and non-audit services, reviews and approves the procedures used by us to prepare our periodic reports, reviews and approves our critical accounting policies. The Audit Committee also discusses audit plans and reviews results of the audit engagement with our independent registered public accounting firm, obtains and reviews a report of our independent registered public accounting firm describing certain matters required by the listing standards of the NYSE, reviews the independence of our independent registered public accounting firm, oversees our internal audit function and our accounting processes, including the adequacy of our internal control over financial reporting and, where it determines to do so, makes recommendations to the Board with respect to rotation of the lead partner or the independent registered public accounting firm and with respect to other financial and accounting matters. Our independent registered public accounting firm and internal audit department report directly to the Audit Committee. The Audit Committee oversees and approves certain related party transactions and other matters that may involve conflicts of interest.

Governance, Risk & Nominating Committee

        The Governance, Risk & Nominating Committee believes, among other things, thatof the Company's Board of Directors should be composed of directors with varied, complementary backgrounds, which reflect a diversity of viewpoints, backgrounds, experiencereviews, develops and other factors.makes recommendations regarding various matters related to the Board, including its size, composition, standing committees and practices. The Committee also reviews and implements corporate governance policies, practices, and procedures. The Governance, Risk & Nominating Committee also believes that directors should,reviews the performance and effectiveness of the Board, its standing committees, and its individual members. The Committee met four times during Fiscal Year 2018, with all incumbent members in attendance at a minimum, (i) have expertise that may be useful to the Company, (ii) possess the highest personal and professional ethics, and (iii) be willing and able to devote the required amounteach meeting. Members of time to the Company's business. In light of these beliefs, the Governance, Risk & Nominating Committee considers many factors in evaluatingas of December 29, 2018 and the suitabilitydate of candidates for Board membership,this Proxy Statement, were its Chair, Mr. Nixon, and also determining whether a director should be retaineddirectors Fuller, Peng, and stand for re-election, including: whetherWinssinger. Each member of the candidateGovernance, Risk & Nominating Committee meets the requirements for independence; the candidate's background and experience, particularlydefinition of "independent" set forth in the Company's industry; the candidate's personal qualities, accomplishments, character and reputation in the business community; and the fit of the candidate's individual skills and personality with those of the Company's other directors.NYSE standards.

        The Governance, Risk & Nominating Committee may from time to time consider qualified nominees for director who are recommended by shareholders. The Governance, Risk & Nominating Committee does not haveuse different standards for evaluating nominees based on whether they have been suggested by our shareholders or by our directors. Shareholders who wish to make such a recommendation may do so by sending a written notice to our Corporate Secretary, as described under the heading "How do I submit a"Shareholder Proposals for 2020 Annual Meeting" below.

Compensation Committee

        The Compensation Committee has responsibility, authority, and oversight relating to the development of our overall compensation strategy and compensation programs. The Compensation Committee establishes our compensation philosophy and policies, and it oversees compensation plans for our executive officers and non-executive employees. The Compensation Committee seeks to ensure that our compensation policies and practices promote shareholder proposal for next year's Annual Meeting?" in the section of this Proxy Statement titled "Questionsinterests and Answers about the Meeting."

        Audit Committee.    The Audit Committee of the Board of Directors (the "Audit Committee") is a standing committee of the Board, which has been established as required by Section 3(a) of the Exchange Actsupport our compensation objectives and the rules of the NYSE. The Audit Committee met five (5) times during 2015.philosophy. Members of the AuditCompensation Committee atas of December 29, 2018 and the date of this Proxy Statement, are Jerry G. McClain, Chairman, Ronald S. Poelman, and Gilbert A Fuller, each of whom meets the independence standards set forth above. The Board has determined that both Mr. McClain and Mr. Fuller are "audit committee financial experts," as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Board also believes that each member of the Audit Committee meets the NYSE composition requirements, including the requirements regarding financial literacy. The Audit Committee's responsibilities include: (i) appointing the independent registered public accounting firm of the Company, (ii) reviewing, approving and monitoring the scope and cost of any proposed audit and non-audit services that are provided by, as well as the qualifications and independence of, the independent registered public accounting firm, (iii) reviewing and monitoring with the independent registered public accounting firm, and internal audit staff, the results of audits, any recommendations from the independent registered public accounting firm and the status of management's actions for implementing such recommendations, as well as the quality and adequacy of our internal financial controls and internal audit staff, and (iv) reviewing and monitoring the Company's annual and quarterly financial statements, internal controls and the status of material pending litigation and regulatory

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proceedings. After the Annual Meeting, the Audit Committee will be reorganized if each of the director nominees is elected by the shareholders. Additionally, the Board has determined that each of Mr. Williams, Mr. Peng andwere Mr. Winssinger, if elected at the Annual Meeting,as Chair, and subsequently appointed to the Audit Committee, would meet the definition of an "audit committee financial expert," as defined by the applicable regulations promulgated by the SEC under the Exchange Act.

        Compensation Committee.    The Compensation Committee of the Board of Directors (the "Compensation Committee") met twelve (12) times during 2015. Membersdirectors Nixon and Peng. Each member of the Compensation Committee atqualifies as a "non-employee director" within the datemeaning of this Proxy Statement are Ronald S. Poelman, Chairman and Jerry G. McClain, each of whom meets the definition of "independent" set forth in the rules of the NYSE. In addition, all members of the Compensation Committee are outside directors as defined by Rule 162(m) of the Internal Revenue Code and are non-employee directors as defined by the applicable regulations promulgated by the SEC16b-3 under the Exchange Act.Act, and as an independent director under the NYSE listing standards, for purposes of service on a compensation committee.

        The Compensation Committee met four times during Fiscal Year 2018, with all members in attendance at each meeting. The Compensation Committee's responsibilities include: (i) reviewing and recommending to the full Board of Directors the salaries, bonuses, and other forms of compensation and benefit plans for management and (ii) administering USANA'sour equity and long-term incentive compensation plans. The duties of the Compensation Committee as the administrator of those plans include, but are not limited

        To assist it in carrying out its responsibilities, the Compensation Committee will be reorganized if eachis authorized to retain the services of the director nominees is elected by the shareholders.

Risk Oversightindependent advisors. For purposes of advice and Management

        Our Boardconsultation with respect to compensation of Directors is actively involved in the oversight and management of the material risks that could affect the Company. Historically, our Board of Directors has carried out its risk oversight and management responsibilities by both monitoring risk directly as a full board and, where appropriate, through Board committees. The Board's direct role in our risk management process includes receiving regular reports from our executive officers, the Compensation Committee has historically engaged Frederic W. Cook & Co. (the "Compensation Consultant" or "FW Cook"), a national compensation consulting firm. More information is provided about FW Cook in the "Compensation Discussion and other membersAnalysis" section of senior management on areas of material risk to the Company, including operational, strategic, financial, legal and regulatory risks. The Board has delegated much of its direct risk oversight and management responsibility to the Governance Committee. The mandate of the Governance Committee with respect to risk management is to work with management to carry-out an efficient process for assessing and reporting material risk to the Governance Committee and, ultimately, the Board.this Proxy Statement.

        The Board has also historically delegated the oversight and management of certain risks to the Audit Committee and Compensation Committee. The Audit Committee is responsible for the oversight of Company risks relating to accounting matters, financial and internal control reporting and related party transactions. To satisfy these oversight responsibilities, the Audit Committee regularly meets with and receives reports from the Company's Chief Financial Officer, Executive Director of internal audit, the Company's independent registered public accounting firm, KPMG LLP, and the Company's in-house and outside legal counsel. The Audit Committee is also responsible for discussing with management, our independent registered public accounting firm and the chair of the Governance Committee, the areas of risk management overseen by the Governance Committee.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee is responsible forat December 29, 2018 and as of the oversightdate of risk relating to the Company's compensationthis Proxy Statement was comprised of Frederic J. Winssinger, Chair, J. Scott Nixon, and benefits programs. To satisfy these oversight responsibilities,Feng Peng. All members of the Compensation Committee regularly meetsare independent directors. None of the members of our Compensation Committee has ever been an officer or employee of USANA or any of our subsidiaries. No member of the Compensation Committee had any relationship requiring disclosure under "Transactions with Related Persons." During Fiscal Year 2018, none of our executive officers served as a director or member of the compensation committee (or other committee of the board of directors performing equivalent functions) of another entity that had an executive officer serving on our Board.

DIRECTOR COMPENSATION

        We believe that our director compensation program is designed to attract and receives reportsfairly 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 play any role in determining or recommending the amount of non-employee director compensation, except that Mr. Guest, our CEO, is a director and votes on the recommendations of the Compensation Committee in his capacity as a member of the Board. Dr. Wentz has elected not to receive compensation as a director. Mr. Guest is compensated as our CEO and he does not receive any cash or other additional compensation for his service as a director.

Fiscal Year 2018 Director Compensation

        For the purpose of determining non-employee director compensation for Fiscal Year 2018, the Compensation Committee considered recommendations from FW Cook, the Company's Co-Chief Executive OfficersDirector Compensation Report published by the National Association of Corporate Directors, and Chief Financial Officerother resources. The Compensation Committee also considered an overview of the corporate governance environment as well as recent trends and developments relating to understanddirector compensation. The Committee also specifically considered the financial, human resourcesamounts payable under and shareholder implicationsthe various components of our director compensation and benefits decisions.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 2018.

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Compensation Risk Analysis        Cash Compensation.

        Our    In Fiscal Year 2018, we paid our non-employee directors an annual cash retainer of $91,400. We paid additional amounts to our Senior Director ($17,800 per year), Audit Committee Chair ($18,950), Compensation Committee considersChair ($12,400 per year), and Governance, Risk & Nominating Committee Chair ($9,200 per year). Under this program, we do not pay our non-employee directors meeting attendance fees unless the riskBoard or any standing Board committee is required to the Company associated with each componenthold an unusually high number of our executive compensation program, namely base salary, and short-and-long term incentive compensation. In considering these risks,meetings, in which case the Compensation Committee believes thatmay 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 following factors, among others, reducedirector. We pay the likelihooddirector 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 excessive risk takingequity in connection with executive compensation at USANA:

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Our compensation components provide a balanced mixthe director's initial election or appointment to the Board, with the target delivered value prorated for the fiscal year based on the date of (i) cash and equity compensation, (ii) short-term and long-term incentive compensation, and (iii) financial and non-financial performance metrics;



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Our executives generally all participate in the same short-term incentive program with similar performance metrics;



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Maximum pay-out levels for short-term incentive compensation are generally capped at 100% of an executive's base salary;



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Ourelection or appointment. Initial equity awards generally vest over several years and are only valuable if the Company performs well financially and our stock price increases over time;



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We maintain strict internal controls over the determination and pay-out of each component of executive compensation;



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We do not typically enter into employment, severance or other management agreements with any of our executive officers that contain post-termination or change-in-control payments; and



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We generally do not provide significant perquisites or personal benefits to our executive officers.

        Basedin equal quarterly installments beginning on the Compensation Committee's review of these factors and others,quarter following the Committee does not believe that the Company's executive compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.

Board Committee Charters

        A written charter has been adoptedgrant date for each of the Audit Committee, Compensation Committee and Governance, Risk and Nominating Committee. Copies of the Audit Committee Charter, Compensation Committee Charter, and Governance, Risk and Nominating Committee Charter are available, free of charge, on the Company's website atwww.usanahealthsciences.com under the "Corporate Governance" tab. The information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.

Corporate Governance Guidelines

        The Company has adopted Corporate Governance Guidelines that outline the Company's corporate governance policies and principles. The Company's Corporate Governance Guidelines are available, free of charge, on the Company's website atwww.usanahealthsciences.com under the "Corporate Governance" tab. The information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.

Code of Ethics

        We have adopted a code of ethics that applies to all of our directors, officers (including our Chief Executive Officer and Chief Financial and Accounting Officer), and employees. We require that all of our directors, officers and employees certify on an annual basis that they are in compliance with the code. A copy of the Code of Ethics for Directors and Employees is available on the corporate governance section of our web site atwww.usanahealthsciences.com. In the event the Company makes any amendments to, or grants any waivers of, a provision of its code of ethics that applies to the

    The following table summarizes allsets forth the compensation paidawarded to, our Named Executive Officers inor earned by, each of our non-employee directors during Fiscal Year 2018. Mr. Guest is an executive of the three most recently completed fiscal years.Company and accordingly, his compensation is reported under the caption "Executive Compensation" and he is not included in the table below. As indicated above, he is not paid any compensation related to his service as a director. In Fiscal Year 2018, equity awards made to non-employee directors were in the form of Restricted Stock Units ("RSUs") as indicated in the notes to the table below.

Director Compensation Table

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GRANTS OF PLAN-BASED AWARDS

        The following table contains information regarding equity awards granted to the Named Executive Officers during the fiscal year ended January 2, 2016 and the estimated or targeted payouts under the 2016 Bonus Plan described in the Compensation Discussion and Analysis section of this Proxy Statement.

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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 at the end of the fiscal year ended January 2, 2016.

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OPTION EXERCISES AND STOCK VESTED

        The following table summarizes certain information with respect to the awards exercised by the Named Executive Officers during the fiscal year ended January 2, 2016.

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COMPENSATION OF DIRECTORS

        The table below summarizes the compensation paid by the Company to directors of the Company for the fiscal year ended January 2, 2016. Dr. Wentz, the Company's Chairman of the Board, received no compensation for his services as a director in 2015.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of our common stock on the grant date as of March 1, 2016, by (1) each person known to be the beneficial owner of more than 5% of the issued and outstanding common stock based upon their most recent filings or correspondence with the SEC, (2) the Named Executive Officers and the directors of USANA individually, and (3) the Named Executive Officers and directors as a group. Except as indicated in the footnotes below, each of the persons listed below is believed to exercise sole voting and investment power over the shares of common stock that are listed for such individual or entity in this table.

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