Jim Brown
USANA HEALTH SCIENCESAbout Jim Brown
Jim H. Brown is Chief Executive Officer and President of USANA; he became CEO on July 1, 2023 after serving as President since 2016 and previously as COO, Chief Production Officer, and VP roles across operations and manufacturing since joining USANA in 2006; he holds a bachelor’s degree with a double major in computer science and math and an MBA from Francis Marion University in South Carolina . He is 56 years old as of the 2024/2025 filings . Under the company’s disclosed Pay vs. Performance metrics, USANA’s net sales declined 7.2% and adjusted diluted EPS fell 21% in FY2024 versus FY2023; FY2024 net income was $42.0 million and operating profit $66.3 million, with cumulative TSR (hypothetical $100) at $45 for 2024 compared to $69 (2023), $68 (2022), and $129 (2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USANA Health Sciences | Chief Executive Officer & President | 2023–present | Leads commercial and operational initiatives, reorganized sales/marketing/communications into one commercial team and executed Hiya Health acquisition to support product innovation and growth foundation . |
| USANA Health Sciences | President (and previously President & COO) | 2016–2023 | Led global sales and operations; drove best-in-class manufacturing and operations . |
| USANA Health Sciences | Chief Operating Officer | 2013–2016 | Advanced operations/manufacturing capabilities . |
| USANA Health Sciences | Chief Production Officer; VP Operations/Global Operations | 2006–2013 | Oversaw safety, quality, production, and maintenance; scaled operations . |
| Sonoco | Plant Manager | Pre-2006 | Responsible for safety, quality, finance, production, and maintenance . |
External Roles
No external directorships or public company board roles disclosed for Jim Brown .
Fixed Compensation
- 2025 base salary approved at $824,000 (up 3% from 2024) .
- Perquisites: Up to 40 hours of personal use of the company aircraft for CEO, with $22,106 incremental cost reported in 2024; standard benefits include 401(k) match and Deferred Compensation Plan match .
Multi-year compensation (Jim H. Brown):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $623,737 | $709,923 | $800,000 |
| Equity Awards (grant-date fair value) | $1,002,579 | $1,561,287 | $2,400,018 |
| Non-Equity Incentive Plan | $140,443 | $157,144 | $117,908 |
| All Other Compensation | $26,381 | $43,663 | $44,181 |
| Total | $1,793,140 | $2,472,017 | $3,362,107 |
Deferred compensation (2024):
| Component | Amount |
|---|---|
| Executive contributions | $185,034 |
| Company contributions | $10,000 |
| Aggregate earnings | $92,202 |
| Aggregate balance at FYE | $560,410 |
Performance Compensation
Short-term cash incentive plans:
| Plan Year | Metric | Target (CEO) | Actual Company Results | Payout (CEO) | Notes |
|---|---|---|---|---|---|
| 2024 Bonus Plan | Adjusted operating profit above 10% of net sales (direct selling segment); bonus pool equals 9.5% of adjusted operating profits in excess of threshold | 100% of base salary | Direct selling net sales $846M (-8.2% YoY); adjusted operating profit $98M; excess over 10% of net sales $13M | 14.8% of base salary | Maximum payout capped at 200% of base salary . |
| 2025 Bonus Plan | Constant currency net sales growth and adjusted operating profit | 200% of base salary target (proxy shows target payout $768,000 and max $1,600,000) | Approved in Feb 2025; based on annual business plan | Not yet determined | Estimated future payouts shown in Grants of Plan-Based Awards table . |
Long-term equity performance awards (PSUs, granted 2023):
| Metric | Thresholds | Market Condition | Vesting |
|---|---|---|---|
| Active Customer growth (Associates + Preferred Customers CAGR over 3 years) | 6.0% CAGR (minimum) → 100% of PSU value; 9.0% → 150%; 12.0% → 200% | Share price must be ≥12% above grant-date price at vesting | Three-year cliff, ends Jan 3, 2026; vesting contingent on both performance and market conditions . |
Time-based RSUs/SSARs:
- RSUs and SSARs vest 25% annually beginning on first anniversary of grant date .
- Director RSUs vest 25% per quarter over one year .
Equity Ownership & Alignment
Beneficial ownership (as of March 10, 2025):
| Holder | Shares | Percent | Notes |
|---|---|---|---|
| Jim H. Brown | 22,884 | <1% | Includes 20,716 held of record and 2,168 in 401(k) . |
Outstanding equity awards (as of Dec 28, 2024):
| Grant Date | Award Type | Units Unvested | Market Value ($) |
|---|---|---|---|
| Feb 8, 2021 | RSUs | 2,828 | $100,931 |
| Feb 7, 2022 | RSUs | 5,385 | $192,191 |
| Feb 6, 2023 | RSUs | 12,789 | $456,439 |
| Feb 6, 2023 | PSUs (at 100% target) | 8,906 | — (not deemed probable as of 12/28/2024) |
| Jul 24, 2023 | RSUs | 6,570 | $234,483 |
| Feb 8, 2024 | RSUs | 47,198 | $1,684,497 |
Alignment policies:
- CEO stock ownership guideline: 5× base salary; other executive officers: 1× base salary; unexercised SSARs and unvested RSUs count toward compliance .
- Prohibition on pledging or hedging USANA securities; no margin accounts; no derivatives/short sales .
- Clawback policy compliant with SEC/NYSE; excess incentive compensation to be recouped upon restatements; awards subject to clawback .
Employment Terms
- No written employment agreements with NEOs; no pre-arranged severance or change-in-control payment contracts; severance may be provided case-by-case .
- Change-in-control under the equity plan: double-trigger acceleration—upon termination without cause or for good reason within 12 months of a change-in-control, all options/SARs/RSUs fully vest; PSUs deem performance achieved at 100% of target; committee may cash-out awards; underwater options/SARs can be canceled without consideration .
- Perquisites and benefits: standard employee benefits; Deferred Compensation Plan matching up to $10,000; 401(k) employer match; aircraft personal use allowance for CEO/Executive Chairman .
Compensation Peer Group and Say-on-Pay
- Compensation Peer Group (FY2024): BellRing Brands; Edgewell Personal Care; E.L.F. Beauty; Hain Celestial; Herbalife; Prestige Brands; Inter Parfums; Primerica; LifeVantage; Revlon; Medifast; WW International; Nature’s Sunshine; Simply Good Foods; Nu Skin .
- Performance Peer Group (FY2024): Herbalife; LifeVantage; Mannatech; Medifast; Nature’s Sunshine; Nu Skin .
- Say-on-Pay: At the 2024 Annual Meeting, over 95% of votes cast supported NEO compensation for FY2023; at the May 19, 2025 Annual Meeting, votes on executive compensation were 15,765,267 for, 593,966 against, 3,597 abstain (broker non-votes 1,025,119) .
Vesting Schedules and Insider Selling Pressure
- RSUs vest 25% annually; PSUs vest at end of 3-year period contingent on customer growth and share price conditions; scheduled RSU vesting and tax withholding may lead to routine sales upon vesting, subject to insider trading policy window restrictions .
- Insider Trading Policy requires trades only in open windows for designated individuals; prohibits trading while in possession of material non-public information .
Risk Indicators & Red Flags
- Positive: No hedging/pledging allowed; robust clawback; capped bonus payouts; diversified equity mix with performance-conditioned PSUs; majority independent board committees .
- Considerations: No contractual severance protections (retention risk in certain scenarios); FY2024 net sales and EPS declines reduce annual bonus payouts, but equity awards continue to vest over multi-year periods .
Investment Implications
- Pay-for-performance linkage tightened with 2023 PSUs tied to multi-year Active Customer CAGR and share price growth, offering upside only on durable growth; RSU mix maintains retention but adds dilution—monitor Total Share Reserve (2.5M shares) and vote outcomes on equity plans . The absence of employment severance agreements reduces guaranteed change-in-control costs, while double-trigger equity acceleration under the 2025 plan creates potential event-driven supply from vested awards; prohibition on pledging/hedging and CEO ownership guidelines support alignment, and recent say-on-pay support suggests shareholder acceptance of the structure despite FY2024 performance softness .
