Scott Nixon

About J. Scott Nixon

J. Scott Nixon, CPA (emeritus), age 65, is an independent director of USANA Health Sciences, Inc. and rejoined the board in 2022 after a prior term from 2017–2019; he is a retired PwC partner with 31 years of audit and advisory experience, including office managing partner roles and SEC filing expertise . He holds B.A. and Master of Accounting degrees from Utah State University and has significant international experience, including leading Sarbanes-Oxley implementation across South and Central America during a four-year assignment in São Paulo . Nixon serves across all four standing committees and is designated by the Board as an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

No current public company directorships are disclosed for Nixon beyond USANA .

Board Governance

• Independence: The Board affirms Nixon is independent under NYSE standards; a majority of the Board and all members of Audit, Compensation, Sustainability, and Governance, Risk & Nominating Committees are independent .
• Committee memberships: Audit; Compensation; Sustainability; Governance, Risk & Nominating .
• Audit Committee financial expert: Nixon is designated an “audit committee financial expert” by the Board .
• Attendance and engagement:
  • Board met 6 times in FY2024; each director attended at least 90% of combined Board and committee meetings .
  • Audit Committee met 4 times; all members attended each meeting (Nixon included) .
  • Governance, Risk & Nominating met 4 times; all members attended each meeting .
  • Sustainability met 4 times; all members attended each meeting .
  • Compensation met 4 times; all members attended each meeting .
  • Independent directors held executive sessions at every regular meeting; 4 sessions in FY2024, all independent directors in attendance .
• Leadership roles: Nixon is not listed as a committee chair; current chairs are Fuller (Audit, Governance), Pelosi (Sustainability), Winssinger (Compensation) .
• Lead Independent Director: Gilbert A. Fuller (FY2024 and FY2025) .
• Key governance policies: Prohibition on pledging/hedging; clawback policy aligned with SEC/NYSE; minimum stock ownership guidelines for directors (≥2x annual retainer); annual Board effectiveness assessments; director resignation policy (“plurality plus”) .

Fixed Compensation

Director Compensation totals:

Grant details and vesting:

Performance Compensation

• No performance-based equity awards (PSUs/options) are disclosed for non-employee directors; director equity is in RSUs vesting quarterly to strengthen alignment with shareholders .
• Change in control and clawback terms apply to awards under the Company’s equity plans broadly, but director awards are time-vested unless otherwise specified .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; all Compensation Committee members (including Nixon) were independent and had no relationships requiring “Transactions with Related Persons” disclosure .
• No related party transactions requiring disclosure in FY2024; similar statement for FY2023 .

Expertise & Qualifications

• Credentials: Retired CPA; extensive audit, SEC reporting, and corporate strategy experience; SOX implementation leadership across South/Central America .
• Education: B.A. and Master of Accounting, Utah State University .
• Board qualification: Audit committee financial expert designation .
• Domain experience: Accounting/finance; risk oversight; governance; international operations .

Equity Ownership

Stock ownership guidelines and alignment:

• Directors must hold ≥2x annual retainer in USANA stock; RSUs/DSUs and unexercised SSARs count; compliance required within 5 years of initial election .
• Hedging/pledging of USANA securities is prohibited for directors .

Governance Assessment

• Board effectiveness: Nixon’s broad committee participation and audit expert designation support robust oversight of financial reporting, risk management, and compensation governance. 100% committee attendance and ≥90% aggregate attendance indicate strong engagement .
• Independence and conflicts: Independent under NYSE standards; no related party transactions; no compensation interlocks; strong policies on hedging/pledging and clawbacks mitigate alignment risks .
• Director pay mix and alignment: Balanced cash/equity structure (≈42% cash, ≈58% equity in FY2024) with quarterly RSU vesting aligns director incentives with shareholder value, and stock ownership requirements strengthen “skin-in-the-game” .
• External roles: Prior audit chair experience (IONIQ Sciences/ProLung) and trustee audit leadership enhance audit/risk oversight capabilities; no current public-company interlocks disclosed that would raise competitive or supplier/customer conflicts .

Red flags and watch items:

• 2023 Section 16 administrative errors: Form 4 filings for all directors (including Nixon) were filed two days late due to administrative errors; corrected and disclosed—minor process control issue to monitor .
• No mandatory retirement age or term limits (Board relies on annual assessments); maintain focus on refreshment given multiple long-tenured and former USANA executives on the Board, balanced by independence determinations .

Overall signal: Nixon presents as a technically strong, independent audit expert with high committee engagement and no disclosed conflicts, supporting investor confidence in oversight of financial reporting and risk management .