Kevin Guest
USANA HEALTH SCIENCESAbout Kevin Guest
Kevin G. Guest (age 62) is Executive Chairman of the Board at USANA Health Sciences. He joined USANA in 2003 (via its acquisition of his FMG Productions), rose through marketing and commercial leadership, became CEO in 2016, Chairman in 2020, and transitioned to Executive Chairman on July 1, 2023; he has been a director since 2017 and holds a B.A. in Communications from Brigham Young University . Company performance in 2024 reflected cautious consumer demand: net sales declined 7.2% and adjusted diluted EPS declined 21% YoY; USANA generated $61 million in operating cash flow and ended 2024 with $182 million in cash and equivalents . Pay-versus-performance disclosures show the value of a hypothetical $100 investment in USANA fell to $45 by year-end 2024, illustrating weak TSR during the recent period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| USANA | Executive Chairman | 2023–present | Separated CEO/Chair roles; serves as link between Board and management to sustain governance; Board designated a Lead Independent Director to balance executive chair structure . |
| USANA | Chairman of the Board | 2020–2023 | Board leadership during market volatility and business reorganization . |
| USANA | Chief Executive Officer | 2016–2023 | Led global operations and sales; previously Co-CEO (2015–2016) . |
| USANA | President (and regional President roles) | 2011–2015 | Oversaw North America, then Americas/Europe/South Pacific; promoted to President in 2014 . |
| USANA | Chief Marketing Officer; EVP Marketing | 2008–2011; 2006–2008 | Directed brand, media, and events . |
| USANA | VP Media & Events | 2004–2006 | Built in-house media/event capability post-acquisition of FMG . |
| USANA | Executive Director Media & Events (part-time) | 2003–2004 | Initial integration after FMG acquisition . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FMG Productions (acquired by USANA) | Founder | Pre-2003 | Media/video/events production acquired by USANA; formed basis for in-house content and events capability . |
Fixed Compensation
| Component | 2024 amount | Notes |
|---|---|---|
| Base salary | $750,000 | Paid as employee compensation in Executive Chairman role . |
| Cash incentive (annual) | $55,275 | Paid under 2024 Executive Bonus Plan; equals 7.4% of base salary per plan outcome . |
| Other compensation | $115,493 | Includes $12,075 401(k) match and $103,418 incremental cost of personal aircraft use; company allows up to 40 hours of personal use for CEO and Executive Chairman . |
| Total employee comp (excl. equity) | $920,768 | Sum of salary, bonus, and other compensation reported in director compensation table . |
Notes:
- Mr. Guest is compensated as Executive Chairman and does not receive director cash fees; his “Stock awards” in the director table reflect equity grants described below .
Performance Compensation
Annual cash incentive design
| Metric | Design detail | 2024 actual outcome | Payout mechanics |
|---|---|---|---|
| Adjusted operating profit above 10% of net sales (Direct Selling segment) | Bonus pool equals 9.5% of adjusted operating profit in excess of 10% of direct selling net sales; executive targets set as % of salary | Direct selling net sales $846m (-8.2% YoY); adjusted operating profit $98m; excess over 10% of sales $13m | Resulted in payouts equal to 7.4% of base salary for executives (CEO 14.8%); Mr. Guest’s bonus was $55,275 . |
Equity awards and vesting
| Grant type | Grant date | Shares/Units | Grant date fair value | Vesting | Source |
|---|---|---|---|---|---|
| RSUs (employee grant) | Feb 8, 2025 | 17,700 | $900,045 | 25% annually beginning first anniversary of grant | |
| RSUs (Form 4 award) | Feb 27, 2025 | 31,425 | — | Per award agreement (RSUs under equity plan) | https://www.sec.gov/Archives/edgar/data/896264/000089626425000062/0000896264-25-000062-index.htm |
| RSU settlement/transaction (Form 4 “M-Exempt”) | Feb 8, 2025 | 7,003 | — | Exempt derivative transaction related to RSUs | https://www.sec.gov/Archives/edgar/data/896264/000089626425000040/0000896264-25-000040-index.htm |
Plan-level vesting/change-in-control:
- Historical practice: employee/officer RSUs and SSARs vest 25% per year over 4 years; PSUs (introduced 2023) cliff-vest after 3 years based on Active Customer growth CAGR and share price growth; directors’ annual RSUs vest quarterly over one year .
- Under the 2025 Equity Incentive Plan, awards have minimum one-year vesting for employees; directors’ awards vest per committee schedules. On a change-in-control, unvested awards accelerate on a “double trigger” (termination without cause/for good reason within 12 months), with PSUs vesting at 100% of target in such cases .
Clawback:
- Company-wide clawback policy compliant with SEC/NYSE; excess incentive comp must be recouped upon a restatement; equity awards are subject to this policy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 29,469 shares as of March 10, 2025 (27,782 held of record; 1,687 in 401(k)); <1% of shares outstanding . |
| RSU holdings (per latest Form 4) | Post-transaction reported RSU holdings of 75,423 units after Feb 27, 2025 award (security “Restricted Stock Units”) |
| Ownership guidelines | Executives must hold stock equal to 1x base salary (CEO 5x); counting unvested RSUs and unexercised SSARs; directors must hold 2x annual retainer within 5 years . |
| Pledging/hedging | Executives and directors are prohibited from pledging USANA securities, short sales, and hedging transactions; no margin use permitted . |
Insider transactions and potential selling pressure:
- Key 2025 equity events: 17,700 RSUs granted 2/8/25 (first vest expected 2/8/26 at 25%); an additional 31,425 RSUs were awarded on 2/27/25, and 7,003 RSUs were transacted 2/8/25 (exempt) per Form 4 filings, creating predictable future vest dates around February that may coincide with tax-related sales/withholdings (grant) [Form 4 URLs above].
Employment Terms
| Area | Terms/Notes |
|---|---|
| Employment agreement | Company states it does not have written employment agreements with NEOs; no general contractual severance program; severance handled case-by-case. No specific agreement disclosed for Mr. Guest . |
| Change-in-control | Under the 2025 Equity Incentive Plan, double-trigger acceleration within 12 months post-CIC for terminations without cause/for good reason: stock options/SARs become fully exercisable, RSUs accelerate, PSUs vest at 100% of target; Company may cash-out/cancel underwater awards . |
| Non-compete/solicit | Not specified in proxy for executives; PSUs/RSUs may include forfeiture for restrictive covenant breaches per plan-level provisions . |
| Clawback | Mandatory recoupment for Section 16 officers upon accounting restatement; awards subject to clawback . |
| Perquisites | Up to 40 hours of personal aircraft use authorized for CEO and Executive Chairman; 2024 incremental cost for Mr. Guest was $103,418 . |
Board Governance
- Board service and independence: Director since 2017; Executive Chairman since July 1, 2023; not an independent director. Board majority, and all committees (Audit, Compensation, Governance/Risk & Nominating, Sustainability), are independent .
- Roles and committees: Executive Chairman; no committee assignments .
- Board leadership structure: CEO/Chair roles were combined historically; separated in 2023 with Mr. Guest as Executive Chairman and a Lead Independent Director (Gilbert A. Fuller) providing independent counterbalance .
- Board activity and attendance: Board met 6 times in FY2024; each director attended ≥90% of aggregate Board/committee meetings; independent directors also held four executive sessions .
- Director pay: Mr. Guest does not receive director fees; he is compensated as an employee (Executive Chairman). Non-employee directors receive cash retainers and annual RSUs .
Director Compensation (FY2024 Snapshot)
| Component | Amount |
|---|---|
| Stock awards (director table) | $900,045 (17,700 RSUs granted 2/8/2025) . |
| All other compensation (employee comp) | $920,768 (salary $750,000; bonus $55,275; other $115,493 including aircraft and 401(k)) . |
Performance & Track Record
- 2024 operations: Net sales declined 7.2%; adjusted diluted EPS declined 21% YoY; company reorganized commercial functions and acquired Hiya Health (direct-to-consumer children’s wellness brand); generated $61m operating cash flow; ended year with $182m cash and equivalents .
- TSR: Value of $100 investment in USANA stock was $129 (2021), $68 (2022), $69 (2023), and $45 (2024), indicating pressure over 2022–2024 period .
- Pay votes: 2025 Say-on-Pay passed (For 15,765,267; Against 593,966; Abstain 3,597; Broker non-votes 1,025,119). In 2024, >95% of votes cast supported FY2023 NEO pay .
Compensation Structure Analysis
- Cash vs equity mix: As Executive Chairman, 2024 compensation included salary and a relatively modest bonus (7.4% of base) alongside a sizable RSU grant ($900k grant-date value), signaling emphasis on long-term equity alignment despite weak TSR .
- Shift to performance equity: USANA introduced PSUs in 2023 for executives with 3-year cliff vesting tied to Active Customer CAGR and share price growth; vesting ranges 0–200% of target, further aligning pay with growth and TSR outcomes .
- Governance safeguards: No pledging/hedging; formal clawback; independent Compensation Committee using external consultant (CODA) and defined peer groups; board-level risk assessment of compensation programs .
Say‑on‑Pay & Shareholder Feedback
- 2024 meeting: >95% approval for FY2023 NEO compensation .
- 2025 meeting: Say‑on‑Pay passed (For 15,765,267; Against 593,966; Abstain 3,597; Broker non‑votes 1,025,119) .
Equity Plan Mechanics (2025 Plan) — Key Investor Considerations
- Share reserve and scope: 2.5 million shares reserved plus carryover from prior plan; covers options, SARs, RSUs, PSUs, other stock awards and cash awards .
- Vesting and CIC: Minimum one-year vesting for employee awards; double‑trigger acceleration post‑CIC as described above; repricing requires shareholder approval .
- Director limit: Director total comp cap of $500k per fiscal year (cash + equity grant date fair value) .
Risk Indicators & Red Flags
- Governance: Executive Chair is not independent; mitigated by independent Lead Director and fully independent committees .
- Performance pressure: TSR deterioration through 2024 and declining sales/profits heighten pay‑for‑performance scrutiny; however, Say‑on‑Pay support remains strong .
- Related party transactions: None requiring disclosure in 2024; Section 16 compliance timely .
- Hedging/pledging: Prohibited for executives/directors, reducing misalignment risk .
- Perquisites: Personal aircraft use permitted (incremental cost $103,418 in 2024), which some investors may view as a governance negative despite disclosure and limits .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised entirely of independent directors; met four times in FY2024 .
- Consultant and peers: CODA Advisors engaged for benchmarking; Compensation Peer Group spans 15 consumer/direct selling peers; Performance Peer Group includes publicly-traded direct selling companies for TSR and operating comparisons .
Equity Ownership & Voting Influence
| Item | Detail |
|---|---|
| Beneficial ownership | Mr. Guest: 29,469 common shares (<1%) . |
| 2025 director election | Mr. Guest received 16,073,286 “For” and 289,544 “Withhold” votes; elected along with seven other nominees . |
Employment & Contracts (Additional Disclosures)
- No written employment contracts for NEOs; severance handled case‑by‑case; no tax gross‑ups disclosed; Deferred Compensation Plan exists for key employees (Mr. Guest not listed among NEO participants in 2024) .
- Code of Ethics, governance guidelines, and enterprise risk oversight structures in place .
Investment Implications
- Alignment and retention: Large time‑vested RSU awards (and newly adopted PSUs for executives) align long‑term incentives, with double‑trigger CIC protection but no guaranteed severance, supporting retention while limiting golden parachute risks .
- Selling pressure timing: Expect potential trading around annual RSU vest dates (notably February each year beginning 2026 for the Feb 2025 grant), with likely tax withholding‑related sales; notable 2025 Form 4 events already recorded https://www.sec.gov/Archives/edgar/data/896264/000089626425000062/0000896264-25-000062-index.htm https://www.sec.gov/Archives/edgar/data/896264/000089626425000040/0000896264-25-000040-index.htm.
- Governance balance: Executive Chair structure warrants monitoring, but strong independence across committees, a Lead Independent Director, anti‑pledging/hedging, and a clawback policy mitigate governance risks .
- Pay‑for‑performance: Despite 2024 operating/TSR pressure, Say‑on‑Pay support remains robust. Continued investor focus will be on execution of the commercial reorganization/product cadence and acquisition integration to improve growth/profitability that ultimately drives equity payout value .
