Peggie Pelosi
USANA HEALTH SCIENCESAbout Peggie Pelosi
Peggie Pelosi (age 69) is an independent director of USANA Health Sciences, Inc. since 2018, with a career focus in corporate social responsibility and sustainability. She is Founding Partner and Strategic Advisor at Orenda Social Purpose, completed the Corporate Social Responsibility & Sustainability Program at St. Michael’s College (University of Toronto), and holds NACD Directorship Certified and ESG Competent Boards certifications . Prior to sustainability roles, she served on USANA’s management team as Executive Director of Sales (Canada) and Vice President of Network Development until 2004, where she launched the program that evolved into the USANA True Health Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USANA Health Sciences, Inc. | Executive Director of Sales (Canada) | Until 2004 | Built sales leadership in Canada |
| USANA Health Sciences, Inc. | Vice President of Network Development | Until 2004 | Initiated program evolving into USANA True Health Foundation |
| Various direct selling firms | Direct selling leadership | 15 years prior to USANA | Channel expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orenda Social Purpose (Toronto) | Founding Partner & Strategic Advisor | Since 2005 | CSR consultancy |
| Innovators Alliance | Executive Director | 2015–2023 | CEO network for sustainable growth |
| University of St. Michael’s College (U. Toronto) | Instructor (CSR Certificate Program) | Not specified | Academic instruction in CSR |
| Seneca College, Faculty of Business | Part-time Professor (Sustainable Business Management PG) | Not specified | Academic teaching |
| Children’s Hunger Fund | Board member (prior) | Not specified | Non-profit governance |
| Big Brothers Big Sisters of Toronto | Board member (prior) | Not specified | Non-profit governance |
Board Governance
- Independence: Board affirmed Ms. Pelosi as an “independent director” under NYSE standards; all members of Audit, Compensation, Sustainability, and Governance, Risk & Nominating (GRNC) committees are independent .
- Committee assignments: Audit (member) , GRNC (member) , Sustainability (Chair) , Compensation (member) .
- Attendance and engagement: Board met 6 times in FY2024; each director attended at least 90% of aggregate Board/committee meetings . Audit, GRNC, Sustainability, and Compensation committees each met 4 times with all members in attendance .
- Lead Independent Director: Gilbert A. Fuller (not Pelosi) served as Lead Independent Director for FY2024 and FY2025 .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board/committee meeting; chaired by Lead Independent Director .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $91,400 | Paid quarterly; no meeting fees unless unusually high number of meetings |
| Sustainability Committee Chair fee | $13,000 | Chair fees per committee; Sustainability chair is Pelosi |
| Total cash fees earned (Pelosi) | $104,400 | Retainer + chair fee |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 2,697 | $127,029 | Vests in four equal quarterly installments starting Aug 2, 2024 |
| Director equity program design | Various | — | — | Initial grants prorated; annual RSUs vest quarterly; aligns director pay with shareholders |
Change-in-control provisions: Under the 2025 Equity Incentive Plan, awards fully accelerate upon a termination without cause or for good reason within 12 months post-change-in-control; performance awards vest at 100% of target under the same conditions .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | — |
| Children’s Hunger Fund | Non-profit | Director (prior) | — |
| Big Brothers Big Sisters of Toronto | Non-profit | Director (prior) | — |
| Innovators Alliance | Association | Executive Director | 2015–2023 |
| Orenda Social Purpose | Private consultancy | Founding Partner & Strategic Advisor | Since 2005 |
No compensation committee interlocks disclosed; USANA reports no relationships requiring disclosure under related-party transactions for FY2024 .
Expertise & Qualifications
- CSR/Sustainability practitioner with executive advisory experience and academic roles in sustainability .
- NACD Directorship Certified and ESG Competent Boards Director certifications .
- 15 years of direct selling leadership; prior USANA commercial leadership; strong familiarity with direct selling channel and customer/community initiatives .
- Not designated as an Audit Committee financial expert (those are Fuller, Nixon, Winssinger) .
Equity Ownership
| Holder | Shares Held of Record | RSUs vesting within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Peggie J. Pelosi | 4,175 | 674 | 4,849 | <1% (based on 18,860,016 shares) |
Policies enhancing alignment:
- Director stock ownership requirement: at least 2× annual retainer within 5 years of Board service; RSUs/DSUs and unexercised SSARs count toward compliance .
- Prohibitions: Pledging, margin accounts, hedging transactions (e.g., collars, swaps) prohibited for directors .
Governance Assessment
- Committee leadership and breadth: Pelosi chairs Sustainability and serves on Audit, GRNC, and Compensation—indicating strong engagement across risk, ESG, audit oversight, and pay governance .
- Independence and attendance: Affirmed independent; 100% committee attendance in FY2024; Board attendance ≥90%—supports board effectiveness .
- Director compensation structure: Balanced cash retainer plus time-based RSUs; no meeting fees; chair premium modest—aligned with market practice and shareholder alignment via equity .
- Shareholder support signals: 2025 director election votes for Pelosi were 15,930,541 FOR vs 432,289 WITHHELD (broker non-votes 1,025,119), indicating strong support . Say-on-pay passed with 15,765,267 FOR vs 593,966 AGAINST; Equity Plan approved 11,760,276 FOR vs 4,559,134 AGAINST .
- Related-party/conflicts: Company reported no related-party transactions in 2024 requiring disclosure; board and committee independence affirmed. Prior USANA employment (pre-2004) disclosed; independence assessed under NYSE rules .
- Compensation committee governance: Uses independent consultant (CODA Advisors) for benchmarking; all committee members independent; no interlocks disclosed .
RED FLAGS
- None disclosed: No pledging/hedging permitted ; no related-party transactions in 2024 ; high attendance ; strong shareholder support in director election .
Director Compensation (FY 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Peggie J. Pelosi | $104,400 | $127,029 | $231,429 |
Program details:
- Cash: $91,400 retainer; $13,000 Sustainability Chair fee; no standard meeting fees .
- Equity: RSUs grant 2,697 units (May 2, 2024) vesting quarterly; fair value $127,029 .
Shareholder Voting – Director Election (2025)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Peggie J. Pelosi | 15,930,541 | 432,289 | 1,025,119 |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote to Approve Executive Compensation (2025 meeting) | 15,765,267 | 593,966 | 3,597 | 1,025,119 |
| Approval of 2025 Equity Incentive Plan | 11,760,276 | 4,559,134 | 43,420 | 1,025,119 |
Related Party Transactions & Policies
- No related party transactions requiring disclosure in 2024 .
- Audit Committee oversees related-party matters; transactions must be fair and reasonable; independence implications considered .
- Clawback: Company clawback policy applies to cash and equity incentive compensation; awards subject to recoupment on restatements; referenced in 2015 and 2025 plans .
Compensation Committee Analysis
- Composition (FY2024): Chair Winssinger; members Fleming, Fuller, Nixon, Pelosi, Wood—each independent and Rule 16b-3 non-employee .
- Consultant: CODA Advisors engaged for executive compensation benchmarking; independence assessed; no services beyond compensation consulting .
- Interlocks: None disclosed; no executive officers served on other boards’ compensation committees with reciprocal overlap .
Employment & Contracts (Director Context)
- Director pay structure approved by Board; executive officers do not set non-employee director compensation, though Executive Chairman votes as a director .
- Equity awards governed by shareholder-approved plans; change-in-control provisions and minimum vesting terms detailed in 2025 Plan .
Performance & Track Record Signals
- Board effectiveness: Annual assessments overseen by GRNC .
- Risk oversight: Audit oversees financial/legal risks; GRNC oversees governance and IT/data/AI risks; Sustainability oversees ESG/public policy; Compensation oversees pay risk .
Equity Ownership Alignment & Guidelines
- Director ownership guideline: ≥2× annual retainer within 5 years; RSUs/DSUs/SSARs count .
- Beneficial ownership: Pelosi holds 4,849 shares (including 674 RSUs vesting within 60 days of record date); less than 1% of shares outstanding .
- Hedging/pledging prohibited; margin accounts disallowed .
Potential Conflicts or Exposure
- Prior employment at USANA disclosed; Board determined independence compliant with NYSE standards .
- Consultancy (Orenda Social Purpose): No related transactions disclosed; Audit Committee process for reviewing any such transactions described; none in 2024 .
Governance, Risk & ESG Oversight Impact
- As Sustainability Committee Chair, Pelosi oversees sustainability strategy, disclosures, public policy, political advocacy, and charitable endeavors .
- Multi-committee service indicates central role in risk oversight and governance processes .
Summary Implications for Investors
- Strong independence, attendance, and shareholder support underpin credibility and board effectiveness .
- Compensation mix (cash + time-vested RSUs) aligns director incentives with long-term shareholder value without complex performance hurdles .
- No disclosed conflicts or red flags; robust policies on clawbacks, pledging/hedging, and related-party approvals reduce governance risk .
