John Fleming

About John T. Fleming

John T. Fleming, age 81, has served as an independent director of USANA Health Sciences since 2020, with deep expertise in direct selling and the evolving digital/gig economies. He founded and leads Ideas & Design Group, LLC (since 2006), previously served as Publisher and Editor-in-Chief of Direct Selling News (2006–2015), and held executive roles at Avon; he studied architecture at the Illinois Institute of Technology and completed various business-related courses tied to his ongoing research in the sector .

Past Roles

Organization	Role	Tenure	Committees/Impact
Ideas & Design Group, LLC	Founder & CEO	2006–present	Advises businesses using independent contractors; research advocate for direct selling
Direct Selling News	Publisher & Editor-in-Chief	2006–2015	Led leading trade publication for direct selling executives
Avon	Executive roles	Prior to 2006	Executive experience at one of the world’s largest direct sellers

External Roles

Organization	Role	Tenure	Notes
Ideas & Design Group, LLC	Founder & CEO	2006–present	Consulting for independent-contractor distribution models
Direct Selling News	Publisher & Editor-in-Chief	2006–2015	Trade publication leadership in direct selling
Public company boards	—	—	No other public company directorships disclosed for Fleming in last five years

Board Governance

Committee memberships: Governance, Risk & Nominating; Compensation; Sustainability (not a chair) .
Independence: Board affirms Fleming is independent under NYSE standards; all members of USANA’s Audit, Compensation, Sustainability, and Governance committees are independent .
Attendance: Board met six times in FY2024; each director attended at least 90% of aggregate Board and committee meetings. Independent directors held four executive sessions with all non-management directors present ; FY2023 had identical attendance thresholds and four executive sessions .
Lead Independent Director: Gilbert A. Fuller (not Fleming) serves as Lead Independent Director for FY2024 and FY2025 .
Voting/resignation safeguard: “Plurality plus” policy requires an uncontested incumbent director receiving more “WITHHOLD” than “FOR” votes to tender a resignation for Board consideration .

Fixed Compensation

Metric	FY2023	FY2024
Annual cash retainer (director)	$91,400	$91,400
Committee chair fees received	$0 (not a chair)	$0 (not a chair)
Meeting fees	Not paid under normal schedules	Not paid under normal schedules
Total cash earned	$91,400	$91,400

Performance Compensation

Equity Award Detail	FY2023	FY2024
RSUs granted (units)	1,962 RSUs granted 4/24/2023; vest 4 equal quarterly installments starting 7/24/2023; grant date fair value $127,000	2,697 RSUs granted 5/2/2024; vest 4 equal quarterly installments starting 8/2/2024; grant date fair value $127,029
Options	None disclosed for directors	None disclosed for directors
PSUs (performance-based)	Not part of director program (executive-only)	Not part of director program (executive-only)

Director Compensation Mix (FY2024)

Cash: $91,400; Equity (RSUs grant-date fair value): $127,029; Total: $218,429 .
Structure: Initial and annual RSU awards vest quarterly to strengthen alignment; no meeting fees absent unusual frequency .

Performance Metrics

Directors receive time-based RSUs; no director-specific performance metrics are tied to pay. Executive performance metrics (for context given Fleming’s Compensation Committee role) focus on adjusted operating profit and net sales, with caps and clawbacks to curb excessive risk-taking .

Other Directorships & Interlocks

Compensation Committee composition: Winssinger (Chair), Fleming, Fuller, Nixon, Pelosi, Wood; all independent; no interlocks or related-party relationships requiring disclosure .
No public-company board interlocks disclosed for Fleming .

Expertise & Qualifications

Direct selling channel operator, executive, publisher, researcher, and advocate with decades of experience; expertise spans digital commerce/gig economy models; studied architecture at Illinois Institute of Technology .

Equity Ownership

Date (Record)	Shares Held of Record	RSUs Vesting Within 60 Days	Total Beneficial Ownership	Ownership %
March 11, 2024	3,013	490	3,503	<1%
March 10, 2025	4,526	674	5,200	<1%

Stock ownership guidelines: Non-employee directors must hold ≥2× annual retainer in USANA stock within five years; RSUs/DSUs and unexercised SSARs count toward compliance .
Hedging/pledging: Prohibited for directors; no margin accounts or hedging instruments allowed .

Insider Trades & Filings

Year	Item	Note
2023	Section 16 Form 4 timeliness	Administrative errors led to seven Form 4s filed two days late, including for Fleming; transactions involved director RSU vesting

Governance Assessment

Board effectiveness and independence: Fleming sits on three key committees comprised entirely of independent directors; Board performs annual self-assessments; independent director executive sessions are routine .
Compensation governance: As a Compensation Committee member, Fleming participates in oversight of pay philosophy and plans; an independent consultant (CODA Advisors) supports the committee; no consultant conflicts disclosed .
Alignment & safeguards: Director equity grants vest quarterly to promote long-term alignment; ownership guidelines, clawback policy, and hedging/pledging prohibitions reinforce governance quality .
Attendance & engagement: ≥90% attendance across Board/committees in FY2024 and FY2023 signals engagement .
Say-on-pay signal (context for compensation oversight): Prior shareholder votes showed strong support (>95% approval) for executive compensation (FY2023 vote held in 2024), indicating positive investor sentiment toward pay design under the committee’s oversight .

RED FLAGS

Minor compliance lapse: Two-day-late Form 4 filings in 2023 due to administrative issues (RSU vesting). While immaterial, it is a filing-control point to monitor .
No material related-party transactions were disclosed in FY2024 or FY2023, reducing conflict risk .