Gilbert Fuller

About Gilbert A. Fuller

Gilbert A. Fuller, age 84, is an independent director of USANA Health Sciences and has served on the Board since September 2008, bringing extensive finance and direct selling experience to the Board . He previously served as USANA’s Executive Vice President, Chief Financial Officer, and Secretary (appointed January 2006) after joining the company in May 1996 as Vice President of Finance and later Senior Vice President in June 1999 . Fuller holds a B.S. in Accounting and an M.B.A. from the University of Utah and has attained NACD Directorship Certified designation, reflecting formal governance credentials . The Board has affirmatively determined Fuller is independent under NYSE standards, and he currently serves as Lead Independent Director, underscoring his engagement and leadership in Board oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
USANA Health Sciences	Executive Vice President, Chief Financial Officer & Secretary	Appointed Jan 2006 (executive tenure prior to director service)	Led finance and strategic oversight; deep knowledge of USANA operations
USANA Health Sciences	Vice President of Finance; Senior Vice President	VP Finance from May 1996; SVP appointed June 1999	Built foundational finance function pre-CFO; strengthened corporate strategy
Melaleuca, Inc.	Chief Administrative Officer & Treasurer	Prior to joining USANA	Direct selling finance/administration leadership
Norton Company	Vice President & Treasurer	Prior to joining USANA	Multinational manufacturing finance and treasury expertise

External Roles

Organization	Role	Tenure	Notes
Security National Financial Corporation (NASDAQ)	Director	Since December 2012	Current public company directorship; adds external governance perspective

Board Governance

Committee assignments: Audit Committee (Chair); Governance, Risk & Nominating Committee (Chair); Compensation Committee (member) .
Independence: Board determined Fuller is independent under NYSE standards; also designated as an “audit committee financial expert” by SEC criteria .
Lead Independent Director: Served in FY2024 and reappointed for FY2025, coordinating independent director activities and executive sessions .
Attendance and engagement: Board met six times in FY2024; each director attended at least 90% of Board and committee meetings in aggregate; Audit, Governance, and Sustainability committees met four times each with all members present, and independent directors held four executive sessions .
Resignation policy: “Plurality plus” standard requires an incumbent director who receives more “WITHHOLD” than “FOR” votes in an uncontested election to tender resignation, reinforcing accountability .
Ownership policy: Non-employee directors must hold stock equal to at least 2x annual retainer within five years; RSUs, DSUs, and unexercised SSARs count toward compliance .
Hedging/pledging policy and clawbacks: Directors prohibited from pledging or hedging USANA securities; awards subject to company clawback policies compliant with SEC/NYSE standards .
Governance refresh: No mandatory retirement age or term limits; Board relies on annual self-assessment for refreshment and effectiveness .

Fixed Compensation

Component (FY2024)	Amount ($)	Notes
Annual cash retainer	91,400	Standard non-employee director retainer
Audit Chair fee	20,200	Committee chair premium
Governance Chair fee	13,000	Committee chair premium
Meeting fees	—	Not paid unless unusually high meeting volume
Total cash earned	124,600	Reported for Fuller

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting Schedule
RSUs (Director annual grant)	May 2, 2024	2,697	127,029	Vests in four equal quarterly installments commencing Aug 2, 2024

Director equity is time-based RSUs; no director PSUs or performance metrics are tied to director compensation. Equity grants are intended to align director interests with shareholders via stock exposure and vesting cadence .

Other Directorships & Interlocks

Company	Relationship	Interlock/Conflict Indicator
Security National Financial Corporation	Current public company directorship	No compensation committee interlocks; USANA discloses none for FY2024

Related party transactions: Company reports no related party transactions requiring disclosure in 2024; Audit Committee reviews potential conflicts case-by-case .
Section 16 compliance: Directors/officers filed required ownership reports timely in 2024, indicating strong compliance culture .

Expertise & Qualifications

Financial leadership: Former USANA CFO/EVP/Secretary; extensive treasury roles at Melaleuca (direct selling) and Norton (manufacturing) .
Audit/financial expertise: Qualified as an “audit committee financial expert” under SEC rules .
Governance credential: NACD Directorship Certified .
Education: B.S. in Accounting and M.B.A., University of Utah .

Equity Ownership

Ownership Component (as of Mar 10, 2025)	Shares/Units	Notes
Shares held of record	674	Direct holdings (13)
RSUs vesting within 60 days	674	Convertible 1:1 to common stock (13)
Vested DSUs	4,822	Deferred stock units (13)
Total beneficial ownership	6,170	Less than 1% of outstanding shares (18,860,016)

Director stock ownership guidelines: 2x annual retainer; RSUs/DSUs/unexercised SSARs count; individual compliance status not specifically disclosed .

Governance Assessment

Strengths:
- Deep finance and audit expertise; designated audit committee financial expert and chairs Audit Committee, supporting oversight of financial reporting and controls .
- Lead Independent Director role and chairmanship of Governance, Risk & Nominating Committee enhance independent leadership, risk oversight, and board effectiveness processes .
- High engagement and attendance across Board and committees in FY2024, with consistent executive sessions of independent directors .
- Proactive policies: anti-hedging/pledging, clawbacks, stock ownership requirements for directors .
- Say-on-Pay support: >95% approval at 2024 annual meeting for FY2023 NEO compensation signals investor confidence in governance framework .
Watch items / RED FLAGS:
- No term limits or mandatory retirement age; Fuller is 84, so board refreshment and succession planning warrant ongoing attention despite annual assessments .
- Concentration of leadership roles (Lead Independent Director, Audit Chair, Governance Chair) can be efficient but may reduce dispersion of independent oversight; continued monitoring of committee leadership rotation advisable .
- Director equity is time-based RSUs without performance conditions; while common for directors, investors may prefer more robust alignment mechanisms beyond time-vested equity .
Conflict signals:
- No reported related party transactions in 2024; no compensation committee interlocks; Section 16 filings timely—low conflict risk .
- Hedging and pledging bans reduce misalignment risk; ownership policy promotes skin-in-the-game, though individual compliance levels are not disclosed .