Xia Ding
USANA HEALTH SCIENCESAbout Xia Ding
Xia Ding, age 55, is an independent director of USANA Health Sciences, Inc. since 2021, serving on the Audit and Governance, Risk & Nominating Committees . She is Managing Director of Sephora Greater China (since Feb 2024) and previously held senior roles at Nike (VP e‑commerce APAC & LATAM, 2019–Feb 2024), JD.com (President, JD Fashion, 2017–2019), Nielsen (VP Retail Service, 2015–2017), and Hanesbrands (U.S. finance/corp dev; later VP/GM China) . Ding holds a Bachelor of Chemistry from Nanjing University and an MBA from Wake Forest; she was recognized by Forbes among China’s Top 100 Most Successful Businesswomen (2018) and Top 10 Influential People in the China Fashion Industry (2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike (Asia Pacific & Latin America) | Vice President, e‑commerce | 2019 – Feb 2024 | Accountable for digital business in APLA markets |
| JD.com | President, JD Fashion | 2017 – 2019 | Led fashion categories; instrumental in M&A investment strategy |
| Nielsen (China) | Vice President, Retail Service | 2015 – 2017 | Oversaw retail services business |
| Hanesbrands | Finance/Corp Dev; later VP/GM China | 1995 – post‑2005 | Brought Hanes and Champion into China market |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sephora Greater China | Managing Director | Feb 2024 – present | Leads Greater China across retail and online |
Board Governance
- Committee assignments: Audit; Governance, Risk & Nominating . Independence affirmed under NYSE standards; a majority of the Board and all Audit, Compensation, Sustainability, and Governance committees are independent .
- Attendance/engagement: Board met 6 times in FY2024; each director attended at least 90% of aggregate Board and committee meetings. Independent directors held four executive sessions, with all independent directors in attendance . Audit Committee met 4 times with all members present; Governance, Risk & Nominating met 4 times with all members present .
- Governance quality signals: Lead Independent Director (Gilbert A. Fuller) designated; prohibition on pledging and hedging by directors; clawback policy compliant with SEC/NYSE; annual Board effectiveness assessment; director resignation policy in uncontested elections (“plurality plus”) .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer | $91,400 | $91,400 |
| Committee chair fees received | $0 (not a chair) | $0 (not a chair) |
| Total cash | $91,400 | $91,400 |
Policy reference: Chair fees are $20,200 (Audit), $15,200 (Compensation), $13,000 (Governance, Risk & Nominating), $13,000 (Sustainability) .
Performance Compensation
Directors receive time‑vested RSUs; no options or PSUs are granted to non‑employee directors.
| Metric | FY2023 | FY2024 |
|---|---|---|
| RSU grant date | Apr 24, 2023 | May 2, 2024 |
| RSUs granted (units) | 1,962 | 2,697 |
| Grant date fair value ($) | $127,000 | $127,029 |
| Vesting schedule | 4 equal quarterly installments starting Jul 24, 2023 | 4 equal quarterly installments starting Aug 2, 2024 |
| Total director compensation ($) | $218,400 | $218,429 |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Xia Ding .
- Compensation Committee interlocks: None; committee comprised solely of independent directors and reported no relationships requiring disclosure .
Expertise & Qualifications
- Domain expertise: E‑commerce/digital leadership; China market entry and growth; finance and corporate strategy .
- Education and recognition: B.Sc. Chemistry (Nanjing University); MBA (Wake Forest); Forbes recognitions in 2017 and 2018 .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Shares held of record | 4,039 | |
| RSUs vesting within 60 days | 674 | |
| Total beneficial ownership | 4,713; <1% of outstanding | |
| Ownership guideline | Directors required to hold ≥2× annual retainer; unvested RSUs/DSUs count; 5‑year compliance window from initial election (2021 → 2026) | |
| Pledging/hedging | Prohibited for directors |
Governance Assessment
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Strengths:
- Independent director with deep e‑commerce and China market expertise aligned to USANA’s strategic priorities; active service on Audit and Governance committees supports board effectiveness .
- Strong engagement: ≥90% attendance, full committee meeting attendance; independent director executive sessions held regularly .
- Alignment mechanisms: Director stock ownership guidelines; time‑vested RSUs; anti‑pledging/hedging; clawback policy in place .
- No related‑party transactions involving directors in FY2024; similar clean disclosure in FY2023 .
- Shareholder support for compensation program remains high (over 95% approval on prior say‑on‑pay) .
-
Watch items / potential red flags:
- Administrative Section 16 filing delays (two days late) noted in FY2023 for multiple directors, including Xia Ding, related to vesting transactions; mitigated by company assistance and timely filings overall .
- No disclosed performance‑based equity for directors (structure is standard, but pay‑for‑performance linkage is via time‑vested RSUs rather than PSUs/options for directors) .
Overall, Xia Ding presents strong independence and relevant market/operator expertise, with solid attendance and no disclosed conflicts. Director compensation and ownership policies provide reasonable alignment, and governance controls (anti‑pledging, clawback, resignation policy) support investor confidence .
