Timothy Wood
USANA HEALTH SCIENCESAbout Timothy E. Wood, Ph.D.
Independent director of USANA Health Sciences, Inc. since 2019; age 76. Former USANA Executive Vice President of Research & Development; academic credentials include B.S. in Environmental Biology (UC Santa Barbara), M.S. in Environmental Sciences and Ph.D. (Yale), and M.B.A. (Westminster College). The Board has affirmatively determined Dr. Wood is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USANA Health Sciences, Inc. | EVP, Research & Development | Jan 2006 – Mar 2011 | Led product R&D; retired Mar 2011 |
| USANA Health Sciences, Inc. | VP, Research & Development | Jun 1999 – Jan 2006 | Built R&D function |
| USANA Health Sciences, Inc. | Director, Research & Development | Jun 1996 – Jun 1999 | Early R&D leadership |
| AgriDyne Technologies, Inc. (formerly NPI) | VP, Research & Development | 1992 – 1995 | Managed R&D programs |
| AgriDyne Technologies, Inc. | Research Manager and Senior Scientist | 1980 – 1992 | Scientific leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Dr. Wood . |
Board Governance
- Committee memberships: Audit; Governance, Risk & Nominating; Sustainability; Compensation (not a chair) .
- Independence, executive sessions, and leadership: Board majority independent; Wood deemed independent; independent directors meet in executive session regularly; Fuller serves as Lead Independent Director in FY2024–2025 .
- Attendance: Board met 6 times in FY2024; each director attended at least 90% of aggregate Board/committee meetings. Audit, Governance, Sustainability, and Compensation Committees each met 4 times; all members attended meetings during their service .
- Director election support:
- 2024 AGM: Wood received 16,618,063 For vs. 358,900 Withheld; ~91% quorum overall .
- 2025 AGM: Wood received 15,946,527 For vs. 416,303 Withheld; ~92% quorum overall .
Fixed Compensation (Director)
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 91,400 | Non‑employee director cash retainer |
| Committee chair fees | 0 | Not a chair; chair fees: Audit $20,200; Compensation $15,200; Governance $13,000; Sustainability $13,000 |
| Meeting fees | 0 | Not paid unless unusually high number of meetings; none disclosed for FY2024 |
| Expense reimbursement | — | Standard travel-related reimbursements per policy |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | May 2, 2024 | 2,697 | 127,029 | Vest in 4 equal quarterly installments starting Aug 2, 2024 | None; time-based only |
- Plan guardrails: Under the 2025 Equity Incentive Plan, non‑employee director total annual cash plus equity value is capped at $500,000; director awards vest per award agreement; awards subject to clawback; no repricing without shareholder approval if it effects a repricing .
- Change-in-control: If service is terminated without cause or for good reason within 12 months post‑CIC, outstanding options/SARs become exercisable; RSUs/restricted awards fully vest; performance awards deemed achieved at 100% of target .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No current external public-company directorships disclosed for Dr. Wood . |
Expertise & Qualifications
- Domain expertise in nutrition, health and wellness, direct selling, and corporate strategy; extensive R&D leadership history .
- Audit Committee financial experts designated on USANA’s Board are Fuller, Nixon, and Winssinger (not Dr. Wood) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Timothy E. Wood, Ph.D. | 7,611 | * | 6,937 shares held of record; plus 674 RSUs vesting within 60 days (1:1 conversion) |
- Stock ownership guidelines: Non‑employee directors must hold at least 2× annual retainer in USANA stock within 5 years; RSUs/DSUs and unexercised SSARs count toward compliance; specific compliance status for Dr. Wood not disclosed .
- Hedging/pledging: Company prohibits pledging USANA securities and hedging transactions for directors/executives .
Governance Assessment
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Strengths:
- Broad committee participation (member of all four standing committees), suggesting deep engagement in audit, compensation, sustainability, and governance/risk oversight .
- High director support in consecutive elections; strong meeting attendance standards met (≥90%) and consistent committee meeting participation .
- Alignment features: annual RSUs for directors; stock ownership guidelines; anti‑hedging/pledging; clawback framework applied to awards under plans .
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Potential Risks/RED FLAGS:
- Prior executive role at USANA (EVP, R&D) could raise perceived independence concerns; however, Board affirmatively deems him independent under NYSE standards, and related-party transaction review sits with the Audit Committee; no related‑party transactions requiring disclosure in 2024 .
- Director equity is time‑based RSUs (no performance metrics), which is typical for directors but offers limited direct performance linkage; plan‑level CIC acceleration could be seen as generous if termination coincides with change‑in‑control .
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Shareholder feedback context: Say‑on‑pay (executives) received strong support—over 95% in 2024 for FY2023 comp; 2025 say‑on‑pay votes: 15,765,267 For vs. 593,966 Against, indicating overall confidence in compensation governance .
Overall, Dr. Wood’s governance profile reflects deep operational and scientific expertise, extensive committee participation, and solid shareholder support, with independence formally confirmed despite his prior executive tenure. Continued monitoring of director equity design and CIC provisions is prudent for alignment optics .
