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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100

March 23, 201820, 2020

Dear USANA Shareholders,

        We are excited to invite you to attendparticipate in the first completely virtual Annual Meeting of Shareholders of USANA Health Sciences, Inc. on Wednesday,Friday, May 2, 20181, 2020 at 11:00 a.m., Mountain Daylight Time. We will conduct the Annual Meeting via a live webcast. You will be able to attendparticipate in the annual meeting and vote your shares electronically during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/USNAUSNA2020 and entering the 16-digit control number provided in your proxy materials.

        We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. As a result, we are mailing to many of our shareholders a noticeNotice of Internet availabilityAvailability of Proxy Materials, instead of a paper copy of the proxy statementProxy Statement and our 20172019 Annual Report.

The notice contains instructions on how to access those documents over the Internet as well as how to receive a paper copy of our proxy materials. All shareholders who do not receive a notice will receive a paper copy by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

        You may vote your shares at the Annual Meeting, or by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials, by mail. You also may vote by mail by following the instructions on the proxy card or voting instruction card. YourSubmitting your vote in any of these authorized ways will ensure your representation at the Annual Meeting regardless of whether you participate virtually in the Annual Meeting.Meeting online over the Internet.

        Please contact 1-800-586-1548 for any technical difficulties or trouble accessing the virtual meeting or if you are unable to locate your 16-digit control number.

        Your vote is important to us and I do hope you will vote as soon as possible. Thank you for your continued support of USANA.

Sincerely, Kevin Guest Chief Executive Officer		Sincerely,
		Kevin Guest Chief Executive Officer

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NOTICE OF 2018 VIRTUAL2020 ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

Virtual Annual Meeting of Shareholders
Online Meeting Only—No Physical Meeting LocationMay 1, 2020
11:00 a.m. Mountain Time
Live Webcast atwww.virtualshareholdermeeting.com/USNA2020

To the Shareholders of USANA Health Sciences, Inc.:

        The 20182020 Annual Meeting of Shareholders of USANA Health Sciences, Inc. will be held on May 2, 2018,1, 2020, at 11:00 a.m. Mountain Daylight Time. Our Annual Meeting will be a virtual meeting heldconducted entirely via live webcast over the Internet. You will be able to attendparticipate in the Annual Meeting online and vote your shares electronically during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/USNAUSNA2020 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.

        Items of Business:
Business—At the meeting, we will conduct the following business, as more fully described in the Proxy Statement accompanying this Notice of Annual Meeting:

1.

Elect the seven directors named in the Proxy Statement;



2.

Ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year 2018;Fiscal Year 2020;



3.

ConductApprove, on an advisory vote onbasis, our named executive officer compensation, as described in these proxy materials; and



4.

Such other business as may properly come before the meeting or at any postponement or adjournment thereof.

        The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. You are entitled to notice of, and eligible to vote at, this year's Annual Meeting if you were a shareholder of record as of the close of business on March 7, 2018.2, 2020.

        In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report on Form 10-K for fiscal 20172019 via the Internet. On March 23, 2018,20, 2020, we mailed to shareholders as of the record date a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail, or by telephone.

        Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

        Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.

		By Order of the Board of Directors,
		James H. Bramble
		Joshua Foukas Chief Legal Officer, General Counsel and Corporate Secretary

Salt Lake City, Utah
March 23, 201820, 2020

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USANA HEALTH SCIENCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

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PROXY STATEMENT
For the Annual Meeting of Shareholders
To be held on Friday, May 1, 2020

Summary

        ThisWe are furnishing this proxy statement is furnished("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 virtuallyvia live webcast on Wednesday,Friday, May 2, 2018,1, 2020, at 11:00 a.m. (Mountain Daylight Time), and any adjournment or postponement thereof (the "Annual Meeting"). The virtualOnline access is atwww.virtualshareholdermeeting.com/USNA2020, beginning at 10:55 a.m. Mountain Time. Shareholders of record as of the close of business on March 2, 2020 (the "Record Date") may vote and participate in the Annual Meeting can be accessedusing the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or by visitingwww.virtualshareholdermeeting.com/USNA, where you will be able to listen tofollowing the meeting live, submit questions, and vote online.instructions contained in your proxy materials. A Notice of Internet Availability of Proxy Materials was first mailed or delivered on March 20, 2020. In this document,Proxy Statement, we use the wordsterms "USANA," the "Company," "we," "our," "ours," and "us" to refer only to USANA Health Sciences, Inc., a Utah corporation, and not to any other person.

        Whether or not you plan to participate in the Annual Meeting, we encourage you to vote promptly. A shareholder giving a proxy has the power to revoke it prior to the Annual Meeting. If you participate in the live webcast, you may revoke your proxy and vote during the virtual meeting.

Internet Availability of Proxy Materials

        We are taking advantage of Securities and Exchange Commission ("SEC") rules that allow us to deliver proxy materials to our shareholders on the Internet. Under these rules, on March 20, 2020, we are sendingmailed our shareholders a one-page notice regardingNotice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the Fiscal Year ended December 28, 2019 ("Fiscal Year 2019"). The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote over the Internet, availabilityby mail or by telephone. If you received a Notice of proxy materials insteadInternet Availability of a full printed set of proxy materials. Our shareholdersProxy Materials by mail, you will not receive a printed copiescopy of the proxy materials unless you specifically requested. Instead, the one-page notice that our shareholders receive will tell them how to access and review on therequest these materials.

        Internet alldistribution of proxy materials helps us expedite receipt of the important information contained inmaterials by shareholders, lower the proxy materials. This notice also tellscost of our shareholders how to submit their proxy card onAnnual Meeting, and reduce the environmental impact of our Annual Meeting. However, if you received a Notice of Internet Availability of Proxy Materials by mail and how to requestwould like to receive a printed copy of the proxy materials, please follow the instructions for requesting those materials contained in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials. We expectmaterials electronically, you will continue to provide notice and electronic delivery of this Proxy Statement to such shareholders on or about March 23, 2018.

        Whether or notreceive these materials via e-mail unless you plan to participate in the virtual annual meeting online, we encourage you to vote promptly. A person giving a proxy has the power to revoke it. If you attend the virtual annual meeting, you may revoke your proxy and vote via the virtual meeting website.elect otherwise.

Voting and Quorum, Abstentions and Broker Non-Votes

        Only registered holders of recordsrecord ("shareholders") of our common stock aton the close of business on March 7, 2018 (the "Record Date")Record Date are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were 24,066,52421,548,542 shares of our common stock outstanding. Common stock is our only class of voting stock. You may vote all shares owned by you as of the Record Date, including (i) shares held directly by you in your name

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as the shareholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

        Shareholder of Record.    If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the shareholder of record with respect to those shares. As a shareholder of record, you are entitled to vote in any one of the following ways:

•

By Internet or by telephone.    Follow the instructions included in the one-page Notice of Internet Availability of the proxy materialsProxy Materials or, if you received printed materials, in the proxy card, to vote by Internet or telephone.



•

By mail.    If you received your proxy materials by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board's recommendations as noted below.



•

AtOnline at the virtual meeting.Annual Meeting.    Shareholders who choose to attendparticipate in the virtual Annual Meeting can vote via the virtual meeting website by visitingwww.virtualshareholdermeeting.com/USNAUSNA2020. You will need the 16-digit control number included on your Notice of Internet Availability of proxy materials in order to participate in the virtual Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com. Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the virtual Annual Meeting.

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        Beneficial Owner.    If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. Because you are not the shareholder of record, you may not vote your shares at the virtual Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

        Quorum.    Each share of common stock is entitled to one vote on all matters on which Shareholdersshareholders may vote. There is no cumulative voting in the election of directors. The presence, in persondirectors or by proxy, of aany other matter. A majority of the voting powerour shares of the common stock outstanding and entitled to vote is necessary to constitute a quorumas of the Record Date must be present at the Annual Meeting.Meeting in order to hold the meeting and conduct business. This is called a "quorum." Shares of common stock held of record by shareholders in attendance online at the Annual Meeting or represented by a properly executed and returned proxy will be treated as present at the Annual Meeting for purposes of determining the presence of a quorum, without regard to whether the proxy is marked as casting a vote for or against, or withholding authority or abstaining with respect to a particular matter.

        Broker Non-Votes    occur whenWhen shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Abstentions occur when shares present at the Annual Meeting are marked "abstain." Aa broker non-vote occurs. Under New York Stock Exchange ("NYSE") rules, a broker is entitled to vote shares held for a beneficial owner on "routine" matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on "non-routine" matters. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attendparticipate in the virtual Annual Meeting. All of the proposals presented at the Annual Meeting, other than the ratification of KPMG LLP as our independent

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registered public accounting firm for the fiscal year ending December 29, 2018,Fiscal Year 2020, are non-routine matters. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

        Shares Held in Multiple Accounts.    If your shares are held in more than one account, you will receive a Notice of Internet Availability of Proxy Materials or separate voting instructions for each account. To ensure that all of your shares in each account are voted at the Annual Meeting, you must vote in accordance with the Notice of Internet Availability of Proxy Materials or the separate voting instructions that you receive for each account.

Proposals to be Voted Upon and Vote Required Votes

        Proposal No. 1—Election of Directors.    The Governance, Risk & Nominating Committee of the Board has nominated seven directors for election at the Annual Meeting to hold office until the 2021 annual meeting. You may cast a vote "FOR" or "WITHHOLD" your vote in the election of a director. Directors will be elected by a plurality of the votes cast. This means that the nominees with the most "FOR" votes will be elected. VotesA "WITHHOLD" vote will have no effect on the election's outcome, because the candidates who receive the highest number of "FOR" votes are elected, and when candidates run unopposed they only need a single "FOR" vote to be elected. However, pursuant to our bylaws, "WITHHOLD" votes may be cast for or withheld from astill have an effect on individual director nominees, as explained below.

       ��Pursuant to our bylaws, an incumbent director nominee but a withheld vote or a broker non-vote will not affectelected in an uncontested election (i.e., an election in which the outcomenumber of nominees is equal to the electionnumber of directors to be elected at the Annual Meeting.

        The affirmative votemeeting) who receives a greater number of the holders of a majority of the shares of common stock represented in person or by proxy"WITHHOLD" votes than "FOR" votes at the Annual Meeting, must tender his or her resignation to the Board. The remaining Board members will then determine whether to accept the resignation and entitled to vote onpublicly disclose its decision following the proposal is requireddate they make their decision. See "Plurality Plus Voting for approvalDirectors; Director Resignation Policy" in the section "Board of Directors and Corporate Governance," below.

        Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm.    The Audit Committee of the ratification of our selection ofBoard has appointed, and is asking shareholders to ratify, KPMG LLP ("KPMG") as our independent registered public accounting firm for Fiscal 2018. Because they represent votes present and entitled to vote that are not cast in favor of a proposal, abstentions haveYear 2020. Ratification requires the same effect as votes "against" this proposal. Because the ratification of our independent registered public accounting firm is considered a "routine" matter, brokers will be entitled to vote on the proposal at their discretion. Therefore, broker non-votes will have the same effect as a vote against the proposal.

        The affirmative vote of the holders of a majority of the votes cast (meaning the number of shares voted "FOR" the proposal must exceed the number of common stock represented in personshares voted "AGAINST" such proposal). On this proposal you may vote "FOR," "AGAINST" or by proxy at the Annual Meeting"ABSTAIN." Abstentions and entitled to vote is required for approval of the advisory vote on executive compensation. Because they represent votes present and entitled to vote thatbroker non-votes are not considered votes cast in favor of a proposal, abstentions have the same effect as votes "against" the say-on pay proposal. Broker non-votes, however, will not be considered as entitled to vote on this proposal, and therefore, will have no effect on the outcomevote for this proposal.

        Proposal No. 3—Advisory Vote to Approve Executive Compensation.    Our Board and the Compensation Committee of the Board are committed to excellence in corporate governance and to executive compensation programs aligning the interests of our executives with the interests of our shareholders. They are requesting, on an advisory basis, the approval of this proposal.

of the Company and he 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. Mr. Guest served in this role until May 2011, when he was appointed President of North America. In October 2012, he was appointed President of the Americas, Europe and South Pacific. In August 2014, Mr. Guest was appointed President of USANA and served in this role until August 2015, when he was appointed Co-Chief Executive Officer. He served in this role until November 2016 when he was appointed Chief Executive Officer. Mr. Guest earned a B.A. in Communications from Brigham Young University. Mr. Guest's important role as the leading force of our management and sales efforts and his talent as a motivating leader qualify him to serve as a member of the Board.

        J. Scott Nixon,Peggie Pelosi 58,, 65, Independent Director, Audit Committee, Compensation Committee and Governance, Risk & Nominating Committee member. Mr. Nixon was appointed to our Board of Directors in October 2017. HeMs. Pelosi is a certified public accountant, and retired in 2015 as a partner with PricewaterhouseCoopers LLP (PwC), where he spent over 31 years in various roles including Office Managingcorporate social responsibility/sustainability practitioner. Since 2005, Ms. Pelosi has been the Founding Partner and engagement partner over publicStrategic Advisor at Orenda Connections, 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 private companiesa part-time Professor in many industries. HisSustainable Business Management Post Graduate Studies at Seneca College, Faculty of Business in Toronto. Since 2015, she has also served as the Executive Director of Innovators Alliance, a network of CEOs focused on sustainable and profitable growth through innovation. Prior to her career involved providing audit and business advisory services. Mr. Nixon was involvedacademic work in numerous complex filings with the SEC 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 Southcorporate social responsibility and Central America, and led the implementation and compliance of the Sarbanes-Oxley requirements in those countries. Mr. Nixon hassustainability, Ms. Pelosi served as a member of the boardCompany's management team, first as Executive Director of directorsSales for Canada and then as Vice President of ProLung, Inc. since November 2016. HeNetwork 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 servespreviously served on several boardsthe Board of directors for privateDirectors on a number of non-profit organizations including the Children's Hunger Fund and non-profit companies, including Deseret Trust Company asBig Brothers Big Sisters of Toronto. She is a membergraduate of the audit and executive committees since 2015 and Utah StateCorporate Social Responsibility & Sustainability Program at St. Michael's College at the University Board of Trustees, as chairmanToronto.

Table of the audit committee since 2011. Mr. Nixon is a National Association of Corporate Directors (NACD) Governance Fellow. He holds both a BA and Master of Accounting from Utah State University. Mr. Nixon was appointed director because of his extensive experience in public accounting, corporate development and leadership.Contents

        Feng Peng, 44,46, Independent Director, Audit Committee, Compensation Committee and Governance, Risk & Nominating Committee member. Mr. Peng was elected to the Board in May 2016. Mr. Peng has served as a Partner and Portfolio Manager at Linden Rose Investment LLC (LRI) since January 2017. LRI is a value-focused investment firm based in Texas and New Jersey. From March 2013 to December 2016, Mr. Peng served as Chief Financial Officer of Ossen Innovation Co., Ltd. (NASDAQ:OSN), a China-based manufacturing company. Prior to that, Mr. Peng served as Senior Vice President at MZ Group from August 2007 until September 2012 where he was responsible for providing strategic consulting services related to U.S. capital markets to Chinese clients. At MZ Group, Mr. Peng conducted extensive financial and industry due diligence, performed analysis on companies' financials, and provided management teams of client companies with extensive coaching, including detailed intelligence on investor expectations, perceptions and concerns, industry analysis, compliance, and reporting and disclosure requirements. Prior to working at MZ Group, he served in various capacities at Thomson Financial and Citigroup. Mr. Peng has been trained in both finance and accounting. He received a Master of Science in Computer Science from the New Jersey Institute of Technology. He also received a bachelor's degree in Automation Control from Shanghai Jiao Tong University in Shanghai, China in 1995. Mr. Peng is a certified Senior International Finance Manager (SIFM) in China. Mr. Peng's qualifications to sit on our Board include his extensive business experience in China, as well as his financial and corporate strategy experience.

        Myron W. Wentz, Ph.D., 77, Founder and Chairman of the Board. Dr. Wentz founded USANA in 1992 and served as the Chief Executive Officer and Chairman of the Board from 1992 to July 2008, when he retired as Chief Executive Officer. In 1974, Dr. Wentz founded Gull Laboratories, Inc., which was a developer and manufacturer of medical diagnostic test kits and was the former parent corporation of USANA. Dr. Wentz was Chairman of Gull from 1974 until 1998. In 1998, Dr. Wentz founded Sanoviv, S.A. de C.V. ("Sanoviv"), a holistic integrative medical center and hospital located

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near Rosarito, Mexico. Joining a pathology group in Peoria, Illinois, from 1969 to 1973, Dr. Wentz served as infectious disease specialist and directed the microbiology and immunology laboratories for three hospitals in the Peoria area. He received a B.S. in Biology from North Central College, Naperville, Illinois, an M.S. in Microbiology from the University of North Dakota, and a Ph.D. in Microbiology and Immunology from the University of Utah. Dr. Wentz is our largest shareholder, founder, and the visionary force behind the science and mission of USANA. His vast education and professional experience as a microbiologist, immunologist, and pioneer in the development of human cell culture technology, as well as his service as our Chairman and former Chief Executive Officer, uniquely qualify him to serve as a member of our Board and as our Chairman.

Frederic J. Winssinger, 49,52, Independent Director, AuditCompensation Committee CompensationChair, Audit Committee and Governance, Risk & Nominating Committee member. Mr. 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 PlanninCore 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. Mr. Winssinger's qualifications to sit on our Board include his 20 years of experience in financial analysis, and his training in evaluating corporate strategy towards the creation of shareholder value under sound corporate governance.

Timothy E. Wood, Ph.D., 72, Independent Director, Audit Committee, Compensation Committee and Governance, Risk & Nominating Committee member. Dr. Wood 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 Bachelors Degree in Environmental Biology from the University of California, Santa Barbara. Dr. Wood earned a Masters Degree in Environmental Sciences and a Ph.D. from Yale University. He also earned an M.B.A. from Westminster College in Salt Lake City, Utah.

RECOMMENDATION OF THE BOARD OF DIRECTORS

        The Board of Directors unanimously recommends a voteFOR each director nominee named above.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

        We have adopted a number of policies and practices, some of which we describe in this section of the proxy statement, which highlight our commitment to sound corporate governance principles. We also maintain a corporate governance page on our website that includes additional related information, as well as our codes of conduct, principles of corporate governance, and the charters for each of the standing committees of the Board of Directors.Board. The "Corporate Governance" page is located on the "Investor Relations" section of our website atwww.usana.com. The information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.

Principles of Corporate Governance

        We have summarized below governance practices we have implemented that are intended to enhance and encourage effective independent oversight of Board decisions.

Independent Directors

        In accordance with the current listing standards of The New York Stock Exchange ("NYSE"),the NYSE, the Board, of Directors, on an annual basis, affirmatively determines the independence of each director or nominee for election as a director. The Board of Directors has determined that with the exception ofMr. Feng, Mr. Fuller, Ms. Pelosi, Mr. Winssinger and Dr. Wentz, Mr. Anciaux and Mr. Guest, who is our Chief Executive Officer, all of its membersWood are "independent directors," using the definition of that term in the listed company manualListed Company Manual of the NYSE. AllAs a result, a majority of the Board, and all of the members of the Board's Audit Committee, Compensation Committee, and Governance, Risk & Nominating CommitteesCommittee, are independent directors and all members of the Audit and Compensation Committees are independent in accordance with the independence requirements of the NYSE and the SEC, including certain additional standards applicable to those committees. From time to time in this Proxy Statement, we refer to our independent directors and Mr. Anciaux, none of whom is an employee or executive of USANA, as our "non-management directors" or "non-employee directors."

USANA Corporate Social Responsibility

        USANA is a trusted and resolute leader in the nutritional supplement industry and is focused on innovative and scientific-based technologies. Our company mission is to improve the health and wellness of individuals and families around the world. Since 1992, USANA has grown and expanded into 24 markets around the world and, in doing so, has improved the health and wellness of thousands of individuals and families in these markets. We also provide an income opportunity for Associates (independent USANA distributors) and employees in each of these markets.

        To accomplish our mission, we take a holistic view of our impact on all of our stakeholders. For instance, we have invested in a number of sustainability initiatives, including reducing the environmental impact of our business activities and products, improving the global human condition, and providing a working environment that supports inclusion, diversity, and societal support. Some of these efforts are explained below

USANA Foundation.    Armed with a mission statement of providing "...immediate and long-term global food relief for those in severe need," the USANA Foundation is initiating change in the world by providing aid in 35+ countries in meals, sustainable food projects, and through the donation of USANimals®, a high-quality multivitamin for children. From monetary donations to time spent serving in the community, employees, Associates, and communities work together in achieving the goals and mission of USANA and the USANA Foundation.

        USANA Foundation Accomplishments in 2019 include;

•

Supplied $1.5 million in aid (globally);



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Provided 17,654 units of USANimals to children;

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Donated 7,246,284 meals; and



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Funded 34 food projects.

Environmental Impact.    USANA has invested in, and worked hard to create, a green campus and continues to do so. From xeriscaping to solar panels, the Company is taking steps to ensure it minimizes or offsets any adverse impact on the environment. These efforts include:

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Solar arrays on the roof of the Company's corporate and manufacturing facility in the U.S., which produce ~10% of our manufacturing and office electricity use, totaling 630,000 kilowatt-hours of electricity in 2019;



•

Providing electrical car charging stations and priority parking for "green vehicles" at the USANA corporate and manufacturing facility in the U.S.;



•

Ongoing efforts to reuse and recycle over 50% of trash, including pallets, raw material containers, electronics, and plastic wrap;



•

Utilizing a drip-irrigation system at the USANA corporate and manufacturing facility in the U.S. that saves 2.67 million gallons of water each year (by using this system in conjunction with planting trees and shrubs authentic to the area); and



•

Placing film on office windows at the USANA corporate and manufacturing facility in the U.S. to conserve energy as it reflects the sun's rays, preventing heat gain during the hot summer months, and utilizing less resource to cool the building.

Hiring and Employment Practices.    USANA has implemented a number of social, governance and human resources policies, including those addressing diversity, inclusion, and family friendly policies and practices, to ensure that USANA is appropriately supporting its employees, their families, and the community. These include:

•

The USANA Women in Leadership program, which provides networking opportunities, training, and personal development for hundreds of women who are seeking to develop their skills and discover chances to grow personally and professionally. From service events with USANA's executives, to Lunch and Learn programs, all employees are invited to come and expand their corporate network;



•

USANA's support of ParityPledge® and its commitment as an organization to supporting gender equity. As a participant in the pledge, USANA has promised to interview and consider at least one qualified woman for every open executive role;



•

USANA's tuition reimbursement program, pursuant to which USANA has paid over $2 million in tuition reimbursement for its employees since the program's inception; and



•

USANA's leave practices supporting new parents and families, providing 12 weeks of leave to the primary care giver and 6 weeks of leave to the secondary caregiver of a newborn child along with 16 hours of additional leave specifically to allow parents to attend functions or activities related to the family.

        USANA is continually evaluating its environmental, social, and governance policies and practices with the intent to ensure it is focused on the areas of greatest impact and to establish additional goals and timelines for achievement. As USANA moves forward in these efforts, it will provide an even greater positive return to all stakeholders.

Principles of Corporate Governance

        We have summarized below governance practices we have implemented that are intended to enhance and encourage effective independent oversight of Board decisions.

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Communicating with the Board of Directors

        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 that individual or group as follows:

USANA Health Sciences, Inc.
c/o James H. Bramble, General Counsel and Corporate Secretary
3838 West Parkway Boulevard
Salt Lake City, Utah 84120

        Please address any communication by e-mail to investor.relations@us.usana.com and mark "Attention: Corporate Secretary" in the "Subject" field.

        Our General Counsel serves as Corporate Secretary and determines, in his discretion, whether the nature of the communication is such that should be brought to the attention of the Board of Directors, a committee, the Lead Independent Director, or all independent directors. Accounting, audit, internal accounting controls, and other financial matters will be referred to the Chair of the Audit Committee. Other matters will be referred to the non-management directors, or individual directors as appropriate. As a general matter, the Corporate Secretary does not forward spam, junk mail, mass mailings, job inquiries, surveys, business solicitations, advertisements, or offensive or inappropriate material.

Principles of Corporate Governance

        We have summarized below governance practices used to ensure effective independent oversight of Board decisions.

Stock Ownership Requirements

        ToWe have adopted minimum stock ownership requirements for directors and executive officers to align the interests of our executive officers and members of the Board of Directorsnon-employee directors with the interests of our shareholders, and to promote our commitment to sound corporate governance,governance. Non-employee directors are expected to hold at least two times their annual retainer fees in October 2017 we formalized ourUSANA common stock. Unexercised Stock-Settled Stock Appreciation Rights ("SSAR's"), whether or not vested and unearned and unvested DSU's and RSU's held by an independent or non-employee Board member will be considered as stock held in satisfaction of this policy. Non-employee directors have five years from April 23, 2018 (the date this policy was adopted) to achieve compliance with these minimum ownership requirements.

        Our executive officers (including executives who serve as directors) are expected to comply with the following stock ownership requirements for our executive officers. As approved by the Board of Directors, our officers are required to hold USANA common stock of a value equal to a multiple of their annual base salary as follows:guidelines:

        More information about thesethe minimum stock ownership requirements applicable to our executives is provided laterincluded in this Proxy Statement in the section titled "Compensation Discussion and Analysis."

Lead Independent Director

        Because the Board believes that strong, independent boardBoard leadership is an important aspect of corporate governance and beneficial to USANA and our shareholders, the Board has historically utilizeddesignated one of the directors as a Lead Independent Director. The Lead Independent Director is an independent director electedselected for a one yearone-year term, or until their successor is chosen, by the other independent directors and is responsible for coordinating the activities of the other independent directors. The Lead Independent Director has the authority to presidepresides at all executive sessions of the independent directors and at meetings of the Board of Directors when the ChairmanChair is not present, and is a contact person for shareholders and third parties who may desire to contact the Board independently of the Chairman.Chair. Mr. Fuller was Lead Independent Director during fiscal year 2017.

TableFiscal Year 2019 and has again been appointed Lead Independent Director for Fiscal Year 2020. 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 ContentsUSANA 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 of Directors does not have a formal policy on whether the roles of Chief Executive OfficerCEO and ChairmanBoard Chair should be separate, USANA has separately maintainedseparated these roles since 2008. Separatinghistorically. Notwithstanding the Chief Executive Officer and Chairman roles allows us to efficiently develop and implement corporate strategy that is consistent withforegoing, 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 and Kevin Guest is our Chief Executive Officer and reports directly to the 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 thatany point in time.

        We believe it is currently appropriate to separate Upon Dr. Wentz's retirement as Board Chair at the roles of Chief Executive Officer and Chairman ofAnnual Meeting, the Board as a resulthas determined that the positions of the demands ofBoard Chair and differences between each role. Our Chief Executive Officer is responsible for setting the strategic direction for the Company, with guidance from the Board. The Chief Executive Officer is also responsible for the day-to-day leadershipCEO will be combined and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer 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 providesthat it will appoint our CEO, Kevin Guest, as Chairman of the Board to succeed Dr. Wentz. The Board believes that having Mr. Guest serve as Board Chair and CEO is appropriate, and in the best interest of the Company, in light of Mr. Guest's experience, vision, leadership and deep knowledge of the Company and all of its stakeholders. As Board Chair and CEO, Mr. Guest will also serve as a key link between the Board and other members of the Company's management team. The Board also believes that at present a combined Board Chair and CEO function, along with a strong Lead Independent Director, serves the

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best interests of the Company and its shareholders and will continue to sustain our commitment to effective corporate governance.

Executive Sessions of Independent Directors

        In accordance with NYSE listing standards, our independent directors regularly 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 Independent 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 rotating 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 engaging in hedging transactions with respect to our securities. Our policies specifically prohibit our executive officers and non-employee directors from holding our securities in any margin account for investment purposes or otherwise using our securities as collateral for a loan. Our policy prohibits the purchasing 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 value of our securities.

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 Officer), and employees. We require that all of our directors, officers, and employees certify on an annual basis that they comply with the Code of Ethics. If we make 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 "Investor Relations" section of our website atwww.usana.com.

Corporate Governance Guidelines

        Our Board has adopted Corporate Governance Guidelines, which, in conjunction with our articles of incorporation, bylaws, and respective charters of the Board committees, discussed below, form the framework for our governance. All of these documents may be found on the "Corporate Governance" page of the "Investor Relations" section of our website atwww.usana.com.

Committees of the Board of Directors

        Our Board has three standing committees: The Audit Committee, the Compensation Committee, and the Governance, Risk & Nominating Committee. Each committee meets regularly and you may find the written 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 reports on any significant matters addressed by the committee.

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Annual Assessment of Board Effectiveness

        To ensure that our Board and its committees are essentialperforming 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 & Nominating Committee.

Plurality Plus Voting for Directors; Director Resignation Policy

        Our bylaws contain a "plurality plus" voting standard for the election of directors. Under this standard, directors are elected by a plurality of the votes cast. However, the "plurality plus" standard provides that in an uncontested election (that is, an election where the number of nominees is equal to the short-and-long-term successnumber 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 & 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 Company.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 with 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 would also recommend to the Board whether to fill such vacancy immediately, retain the vacancy for a period, or reduce the size of the Board.

Term Limits and Mandatory Retirement Age

        The Board of Directors doeshas not believe it should establishestablished a maximum length of service or a mandatory retirement age for directors. The Board believes that the skill 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 regard, they may have the unintended consequence of forcing the Board and the Company to lose the contribution of 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.

Executive Sessions of Non-Management Directors

        In accordance Communicating with the NYSE, our independent directors on the Board of Directors and on its standing committees regularly meet in executive session without employee directors

        Our shareholders or other executive officers presentinterested parties wishing to communicate with the Board, the non-management directors as parta group, or any individual director may do so in writing by addressing the correspondence to that individual or group as follows:

USANA Health Sciences, Inc.
c/o Joshua Foukas, Chief Legal Officer, General Counsel and Corporate Secretary
3838 West Parkway Boulevard
Salt Lake City, Utah 84120

        Please address any communication by e-mail toinvestor.relations@usanainc.com and mark "Attention: Corporate Secretary" in the "Subject" field.

        Our Chief Legal Officer serves as Corporate Secretary and determines, in his discretion, whether the nature of every regularly scheduled meeting. Thethe communication is such that should be brought to the attention of the Board, a committee, the Lead Independent Director, chairs these executive sessions. Inor all independent directors. Accounting, audit, internal accounting controls, and other financial matters will be referred to the event that the Lead Director cannot preside at an executive session, the committee chairsChair of the Audit Compensation and Governance, Risk & Nominating Committees lead these meetings on a rotating basis.

Prohibition Against Pledging USANA Securities and Hedging Transactions

        Consistent with our Insider Trading Policy, we prohibit our executive officers and members ofCommittee. Other matters will be referred to the Board of Directors from pledging our common stocknon-management directors, or other securities and engaging in hedging transactions with respect to our securities. Our policies specifically prohibit our executive officers and non-employeeindividual directors from holding our securities in any margin account for investment purposes or otherwise using our securities as collateral for a loan. Our policy prohibits the purchasing of certain instruments (including prepaid variable forward contracts, equity swaps, and collars) and engaging inappropriate.

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short sales of our stock and other similar transactions that could be used to hedgeAs a general matter, the Corporate Secretary does not forward spam, junk mail, mass mailings, job inquiries, surveys, business solicitations, advertisements, or offset any decrease in the value of our securities.

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 Officer), and employees. We require that all of our directors, officers, and employees certify on an annual basis that they comply with the code. In the future, if we make any amendment to,offensive 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 requires 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").

Corporate Governance Guidelines

        We have also adopted Corporate Governance Guidelines that outline the Company's corporate governance policies and principles.

Committees of the Board of Directors

        Our Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Governance, Risk & Nominating Committee. Each committee meets regularly and you may find the written 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 reports on any significant matters addressed by the committee.

Annual Assessment of Board Effectiveness

        To ensure that our Board of Directors 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 & Nominating Committee.inappropriate material.

Risk Oversight and Management

        Our Board of Directors is actively involved in the oversight and management of the material risks that could affect the Company. The Board of Directors carries out its risk oversight and management responsibilities by monitoring risk directly as a full board and, where appropriate, through its committees. Effective risk oversight is a priority of the Board of Directors.Board.

        Our Board of Directors has delegated primary responsibility for overseeing our risk management processlargely to the Audit Committee and the Governance, Risk & Nominating Committee. The Board has also delegated responsibility for risk management related to executive compensation to the Compensation Committee. The Audit Committee oversees ourmanagement of risk identification and mitigation processes and specifically oversees management ofrelated to our financial, legal and fraud policies, as well as our regulatory compliance risks.policies. This includes regular evaluation of risks related to the Company'sour financial statements, including internal control over financial reporting, and risks relating to 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, including strategic, operational, financial, legal, and regulatory risks.Company. While the Board has an oversight role, management has the direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the company.Company. Each standing

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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 management of the following financial risks:

•

accounting mattersmatters;



•

liquidity and credit risksrisks;



•

corporate tax positionspositions;



•

insurance coveragecoverage;



•

cash investment strategystrategy;



•

financial resultsresults; and



•

operational and regulatory risk.

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

Compensation Committee

        The Compensation Committee oversees the management of the following risks:

•

executive compensation;



•

compensation and benefit plans and arrangements;



•

compensation strategies, practices and policies; and



•

Board of Directors' compensation.

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

•

corporate governance practices;



•

compliance and ethics programs;



•

regulatory risk;



•

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



•

director independence;



•

Board composition;



•

Board performance; and



•

annual assessment of Board performance and effectiveness.

        The committee also reviews, monitors and assesses the allocation of responsibility for risk oversight among the Board and the standing committees of the Board.

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Composition and Meetings of the Board of Directors and its Committees

        The shareholders elect our Board of Directorsdirectors annually to serve for one-year terms. Currentlyterms 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 2018 Annual Meeting of Shareholders. In connection with pursuing other business endeavors, Mr. Williams is not standing for re-electiondue to the Board in 2018.retirement of Dr. Wentz. The Board establishes policy and provides strategic direction, oversight, and control of the Company. The Board of Directors met four times during fiscal year 2017Fiscal Year 2019 and each director attended at least 75% in the aggregate of the total number of meetings of the Board of Directors and the committees on which hethey served during fiscal year 2017.Fiscal Year 2019. We encourage, but do not require, members of the Board of Directors to attendparticipant in our Annual Meeting of Shareholders, and fiveseven of our (then) seven directors attendedparticipated in last year's Annual Meeting. Independent directors also met in executive session four times during Fiscal Year 2019, 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. MembersDuring Fiscal Year 2019, the members of the Audit Committee as of December 30, 2017 includewere its chair,Chair, Mr. Fuller, Ms. Pelosi, Mr. Peng and directors Nixon, Peng, Williams, andMr. Winssinger. In February 2020, Dr. Wood also was appointed to the Audit Committee. The Board of Directors has determined that each member of the Audit Committee meets the independence criteria established by the SEC under Rule 10A-3 under the Exchange Act and qualifies under the independence standards of the NYSE. The Board of Directorsalso has determined that each member of the Audit Committee is financially literate as interpreted by the Board in its business judgment. The Board has also determinedjudgment, and that each member of the committee, with the exception of Mr. Peng,Fuller and Mr. Winssinger each qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act. The Board has also determined that each member of the committee qualifies as an "independent director" as independence for audit committee members is defined in the NYSE listing standards.

        The Audit Committee met 17four times during fiscal 2017.Fiscal Year 2019, 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

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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.

        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 of Directors with respect to rotation of the lead partner or the independent registered public accounting firm.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 also oversees and approves certain related party transactions and other matters that may involve conflicts of interest. In fulfilling these functions, our Audit Committee reviews and makes recommendations to our Board of Directors with respect to certain financial and accounting matters.

Governance, Risk & Nominating Committee

        The Governance, Risk & Nominating Committee of the Board of Directors reviews, develops and makes recommendations regarding various matters related to the Board, of Directors, including its size, composition, standing committees and practices. The Governance, Risk & Nominating Committee also reviews and implements corporate governance policies, practices, and procedures. The Governance, Risk & Nominating Committee reviews the performance and effectiveness of the Board, of Directors, its standing committees, and its individual members. The Committee met four times during fiscal 2017. MembersDuring Fiscal Year 2019, the members of the Governance, Risk & Nominating Committee as of December 30, 2017, were its chair,Chair, Mr. Fuller, Ms. Pelosi, Mr. Peng and directors

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Nixon, Peng, Williams, andMr. Winssinger. In February 2020, the Board also appointed Dr. Wood to serve as a committee member. Each member of the Governance, Risk & Nominating Committee meets the definition of "independent" set forth in the NYSE standards. The Governance, Risk & Nominating Committee met four times during Fiscal Year 2019, with each of Messrs. Fuller, Peng and Winssinger and Ms. Pelosi in attendance at all of the meetings.

        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 use 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 "Shareholder Proposals for 20192021 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 interests and support our compensation objectives and philosophy. Members of the Compensation Committee during Fiscal Year 2019 were Mr. Winssinger, as of December 30, 2017, were its Chair, Ms. Pelosi, Mr. Williams,Fuller and directors Nixon, Peng, and Winssinger.Mr. Peng. In February 2020, Dr. Wood was also appointed as a member. Each member of the Compensation Committee qualifies as an "outside director," within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, and as an independent director under the NYSE listing standards, for purposes of service on a compensation committee service.

committee. The Compensation Committee met fivefour times during fiscal 2017.Fiscal Year 2019, with all members in attendance at each meeting.

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        The Compensation Committee's responsibilities include: (i) reviewing and recommending to the Board of Directors the salaries, bonuses, and other forms of compensation and benefit plans for management and (ii) administering our 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, determining those persons who are eligible to receive awards, establishing terms of all awards, authorizing officers of the Company to execute grants of awards, and interpreting the provisions of the equity compensation plans and grants that are made under those plans. The Compensation Committee determines the compensation of our Chief Executive Officer, Named Executive Officers (as defined in the notes to the Beneficial Ownership Table under "Security Ownership of Certain Beneficial Owners and Management"), and other executive officers as assigned by the Board. The Compensation Committee is also responsible for reviewing and approving the Compensation Discussion and Analysis included in this Proxy Statement. The Compensation Committee determines the compensation of our named executive officers.

        To assist it in carrying out its responsibilities, the Compensation Committee is authorized to retain the services of independent advisors. For purposes of advice and consultation with respect to compensation of our executive officers, during fiscal 2016 and 2017, the Compensation Committee has historically engaged Frederic W. Cook & Co. ("FW(the "Compensation Consultant" or "FW Cook"), a national compensation consulting firm. Prior to engagingMore information is provided about FW Cook in the Committee considered"Compensation Discussion and assessed FW Cook's independence. To ensure FW Cook's continued independence and to avoid any actual or apparent conflictAnalysis" section of interest, the Committee does not permit FW Cook to be engaged to perform any services for USANA beyond those services provided to the Committee. The Committee has sole authority to retain or terminate FW Cook as its executive compensation consultant and to approve its fees and other terms of engagement. The Committee regularly, but not less than annually, considers the independence of its compensation consultant and determines whether any related conflicts of interest require disclosure.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee at December 30, 2017,28, 2019 was comprised of D. Richard Williams, Chair, J. Scott Nixon, Feng Peng, and Frederic J. Winssinger.Winssinger, Chair, Gilbert A. Fuller, Peggie Pelosi, and Feng Peng. As of the date of this Proxy Statement, Dr. Wood has also been appointed as a member of the Compensation Committee. All members of the Compensation Committee are 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 2017,Fiscal Year 2019, none of our executive officers served as a director or member of the compensation committee (or other committee of the boardBoard of directors performing equivalent functions) of another entity that had an executive officer serving on our Board of Directors.Board.

DIRECTOR COMPENSATION

        OurWe believe that our director compensation program is designed to attract and fairly compensate highly qualified, non-employee directors to represent our shareholders on the Board of Directors and to act in the shareholders' best interests. The director compensation program was recommended by the Compensation Committee to and approved by our Board of Directors.Board. The annual Board retainer paid by us to our non-employee directors consists of a quarterly cash retainer. DirectorsThese directors also generally receive an initial grant of equity, in the form of deferred stock units ("DSUs"), 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 of Directors.

        Our Board of Directors includesBoard. Mr. Guest who is an executive officer of the Company,compensated as our CEO and Dr. Wentz, who is our Founder. Dr. Wentz has elected not to receive compensation as a director. Mr. Guesthe does not receive any cash or other additional compensation for his service as a director. Information regarding the determination of Mr. Guest's compensation can be found in the "Compensation Discussion and Analysis" and the "Executive Compensation Tables" below.

Fiscal Year 2017 Board2019 Director Compensation

        For the purpose of determining non-employee director compensation for Fiscal Year 2019, the Compensation Committee considered recommendations from FW Cook, 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

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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 2019.

        Cash Compensation.    In fiscal year 2017,Fiscal Year 2019, we paid our non-employee directors were paid an annual cash retainer of $91,400. AdditionalWe paid additional amounts were also paid in 2017to certain directors as follows:

•

$19,200 to our Senior Director ($13,600 per year),Director;



•

$19,200 to the Chair of the Audit CommitteeCommittee;



•

$13,700 to the Chair ($18,200),of the Compensation CommitteeCommittee;



•

$11,400 to the Chair ($11,200), andof the Governance, Risk & Nominating Committee Chair ($6,800). Under this program, our non-employee directors areCommittee.

        We do not entitled to receivepay meeting attendance fees unless the Board or any 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. We reimburseDirectors 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 directors for reasonable out-of-pocket expensesdirector incurred in connection with attendance at Board and committee meetings. We pay the director retainer fees set forth above in quarterly installments.

        Equity Compensation.    WeOur non-employee directors also haveparticipate in an equity compensation program for our non-employee directors.program. This program involves an initial grant of equity usually in the form of DSUs, in connection

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with the director's initial election or appointment to the Board, of Directors, with the target delivered value prorated for the fiscal year based on the date of election or appointment. Initial equity awards generally vest in four equal quarterly installments beginning on the quarter following the grant date.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 on the quarter following the grant date. All vested DSUs are exchanged for shares of the Company's common stock upon the termination of service of the director. 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.

Director Compensation TableTable.

    The following table sets forth the compensation awarded to, or earned by, each of our non-employee directors for the 2017 fiscal year. Dr. Wentz did not receive any compensation for his services as a director andduring Fiscal Year 2019. Mr. Guest didis an executive of the Company and is not receivepaid additional compensation for his services as a director.Board service. Accordingly, Mr. Guest'shis compensation is reported inunder the section of this Proxy Statement captionedcaption "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 2017,Fiscal Year 2019, equity awards made to non-employee directors were made using DSUsin the form of Restricted Stock Units ("RSUs") as indicated in the notes to the table below.