Frederic Winssinger

About Frederic J. Winssinger

Frederic J. Winssinger, 57, has served as an independent director of USANA Health Sciences since 2016. He is a Managing Partner of RW Partners LLC, co‑founded PlanningCore Wealth Advisors in 2014, and previously worked in strategy consulting at Boston Consulting Group and in portfolio management/financial analysis at J.P. Morgan Asset Management and other asset managers. He holds a B.A. in Mathematics & Economics (Claremont McKenna College) and an M.B.A. from The Wharton School; the Board classifies him as independent and an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence and expertise: The Board determined Mr. Winssinger is independent under NYSE rules and that he qualifies as an “audit committee financial expert” under SEC rules.
• Committee assignments (FY 2024): Member of Audit; Governance, Risk & Nominating; Sustainability; and Compensation; he served as Chair of the Compensation Committee.
• Attendance and engagement: The Board met 6 times in FY 2024; each director attended at least 90% of the aggregate Board and committee meetings. Independent directors held 4 executive sessions, with all non‑management directors in attendance.
• Committee activity and attendance (FY 2024):
  • Audit Committee (4 meetings; all members in attendance)
  • Governance, Risk & Nominating (4 meetings; all members in attendance)
  • Sustainability (4 meetings; all members in attendance)
  • Compensation (4 meetings; all members in attendance)
• Governance structure and policies:
  • Lead Independent Director: Gilbert A. Fuller (FY 2024–2025)
  • Prohibitions on pledging/hedging by directors and executives
  • Clawback policy applicable to cash and equity incentive compensation
  • Stock ownership requirements: non‑employee directors must hold at least 2x annual retainer within 5 years; RSUs/DSUs and unexercised SSARs count toward compliance (individual compliance status not disclosed).
• Compensation oversight and consultant: As Compensation Chair, Mr. Winssinger oversees executive and Board pay; the committee uses independent consultant CODA Advisors and restricts consultant conflicts.
• Say‑on‑pay signal: 2024 say‑on‑pay (for FY 2023 comp) received over 95% support, indicating strong shareholder alignment.

Committee Roles Table (FY 2024)

Fixed Compensation (Director)

Director compensation mix (FY 2024): Cash $106,600 vs. equity grant fair value $127,029; approximately 46% cash / 54% equity, aligning director incentives with shareholders.

Performance Compensation (Director Equity)

• Equity program design: Non‑employee directors receive initial and annual equity awards; annual awards vest quarterly. No meeting fees are typically paid; expenses reimbursed per policy.
• Clawback and ICC: Awards are subject to the Company’s clawback policy; under the 2025 Equity Plan, upon a change‑in‑control, vesting accelerates on a “double‑trigger” (termination without cause or for good reason within 12 months), with performance awards deemed achieved at 100% of target in such case.
• Hedging/pledging: Directors are prohibited from pledging USANA securities and from hedging transactions; margin accounts are prohibited.

Other Directorships & Interlocks

Expertise & Qualifications

• Finance/Investment: 20+ years in financial analysis and investment roles; managing partner of a private equity real estate firm; co‑founded wealth advisory firm.
• Strategy: Prior BCG strategy consulting experience.
• Audit oversight: Designated “audit committee financial expert.”
• Education: B.A. Mathematics & Economics (Claremont McKenna); M.B.A. (Wharton).

Equity Ownership

• Shares outstanding reference: 18,860,016 common shares outstanding as of Mar 10, 2025.
• Ownership policy: Directors must hold 2x annual retainer within 5 years; RSUs/DSUs count; individual compliance status not disclosed.
• Pledging/Hedging: Prohibited for directors; helps alignment and reduces risk.

Governance Assessment

• Positives supporting investor confidence:
  • Independent director; Audit Committee Financial Expert; broad finance/strategy background.
  • Chair of Compensation Committee; committee uses an independent advisor (CODA) and maintains independence safeguards.
  • Strong engagement: Board and committees met regularly with robust attendance; independent directors held executive sessions.
  • Shareholder alignment: Director equity grants; ownership guidelines; prohibitions on pledging/hedging; clawback policy in place.
  • Pay‑for‑performance credibility at USANA: Introduction of PSUs with multi‑year customer growth and share‑price conditions for executives; say‑on‑pay >95% support in 2024.
  • No related‑party transactions disclosed for 2024; no Section 16(a) filing delinquencies.
• Watch items:
  • Concentrated committee workload (member of all four committees and Chair of Compensation) typical of a smaller board; continued strong attendance mitigates risk.
  • External affiliations (real estate PE, wealth advisory) create potential for related‑party exposure if USANA were to engage related entities; current policy/oversight and 2024 disclosure indicate no such transactions.

Overall, Mr. Winssinger’s finance and strategy credentials, audit expertise, and Compensation Committee leadership, combined with strong board policies (ownership, hedging/pledging ban, clawback) and robust attendance, support board effectiveness and alignment, with limited conflict risk disclosed in FY 2024.