LifeVantage Corporation 9785 S. Monroe Street, Suite 400 Sandy, Utah 84070 _________________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 12, 2020 _________________________________________________________________________________________ Dear Stockholder: You are cordially invited to attend the fiscal year 2021 Annual Meeting of Stockholders (the “Annual Meeting” or “2021 Annual Meeting”) of LifeVantage Corporation, a Delaware corporation. The meeting will be held at the Hampton Inn Salt Lake City/Sandy, 10690 Holiday Park Drive, Sandy Utah 84070 on November 12, 2020 at 1:00 P.M. Mountain Time, for the following purposes: 1. To elect six directors to hold office for a one-year term expiring at our fiscal year 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified; 2. To approve an amendment to the 2017 Long-Term Incentive Plan to increase the number of shares available for issuance under the plan; 3. To approve, on an advisory basis, a resolution approving the compensation of our named executive officers; 4. To ratify the appointment of WSRP, LLC as our independent registered public accounting firm for our fiscal year ending June 30, 2021; and 5. To conduct any other business properly brought before the meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. Our board of directors unanimously recommends that you vote FOR proposals 1, 2, 3 and 4. Our board of directors has fixed September 18, 2020, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment or postponement thereof. We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet. Instead of mailing printed copies of our Proxy Statement and Annual Report, we are mailing a Notice Regarding Availability of Proxy Materials, or Notice of Availability. We intend to mail the Notice of Availability to our stockholders on or about September 30, 2020. The Notice of Availability contains instructions on how to access our Proxy Statement and Annual Report on the Internet and how to submit your vote online or by telephone. The Notice of Availability also contains instructions on how you can, alternatively, receive a paper copy of the Proxy Statement and Annual Report and a return, postage prepaid envelope. We believe this e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs associated with the Annual Meeting and reduces the environmental impact of our Annual Meeting. Whether or not you expect to attend the meeting, your vote is very important. We encourage you to submit your proxy as soon as possible (i) by accessing the Internet site; (ii) by calling the toll-free number described in the proxy materials; or (iii) by signing, dating and returning a paper proxy card as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares of record are held by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Thank you for your ongoing support and continued interest in LifeVantage Corporation. We look forward to seeing you at the Annual Meeting. Sandy, Utah By Order of our Board of Directors September 30, 2020 /s/ Steven R. Fife Steven R. Fife Interim President and Chief Executive Officer, Chief Financial Officer IMPORTANT NOTICE RELATED TO COVID-19 AND POTENTIAL VIRTUAL MEETING: Although we currently intend to hold our Annual Meeting in person, we are sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state, and local governments have and may impose in light of the difficulties related to COVID-19. In the event we determine that we need to conduct our Annual Meeting by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the Annual Meeting via the filing of additional soliciting materials with the Securities and Exchange Commission and via our website. Please check our website at www.lifevantage.com under “Investor Relations” one week prior to the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 12, 2020: This notice, the accompanying proxy statement, and annual report to stockholders are available at https://lifevantage.gcs-web.com/financial-information/sec-filings 2 TABLE OF CONTENTS Page NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 1 INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXY 4 PROPOSAL 1 - ELECTION OF DIRECTORS 8 PROPOSAL 2 - APPROVAL OF AN AMENDMENT TO THE 2017 LONG-TERM INCENTIVE PLAN 11 PROPOSAL 3 - ADVISORY VOTE AS TO OUR EXECUTIVE COMPENSATION 17 PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18 CORPORATE GOVERNANCE 19 EXECUTIVE OFFICERS 25 EXECUTIVE COMPENSATION 25 COMPENSATION COMMITTEE REPORT 35 SUMMARY COMPENSATION TABLE 36 GRANTS OF PLAN-BASED AWARDS 38 OUTSTANDING EQUITY AWARDS 39 LONG-TERM INCENTIVE PLANS 40 OPTIONS EXERCISED AND STOCK VESTED 41 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 42 DIRECTOR COMPENSATION 44 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 45 AUDIT RELATED MATTERS 45 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 48 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 CODE OF ETHICS 50 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 50 HOUSEHOLDING OF PROXY MATERIALS 50 ANNUAL REPORT ON FORM 10-K 50 OTHER MATTERS 50 3 LifeVantage Corporation 9785 S. Monroe Street, Suite 400 Sandy, Utah 84070 _________________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 12, 2020 _________________________________________________________________________________________ INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXY General This proxy statement is furnished to stockholders of LifeVantage Corporation, a Delaware corporation, sometimes referred to as “we,” “us,” “our,” the “Company” or “LifeVantage,” in connection with the solicitation of proxies for use at the fiscal 2021 Annual Meeting of Stockholders (the “Annual Meeting” or the “2021 Annual Meeting”) of LifeVantage to be held on November 12, 2020, at 1:00 P.M. Mountain Time, at the Hampton Inn Salt Lake City/Sandy, 10690 Holiday Park Drive, Sandy Utah 84070, for the purposes set forth in the Notice of Meeting. This solicitation of proxies is made on behalf of our board of directors. Our Fiscal Year Our fiscal year ends on June 30 of each year. In this proxy statement, when we refer to our fiscal year, we mean the twelve- month period ending on June 30 of the stated year. For example, “fiscal 2021” refers to the twelve-month period from July 1, 2020 through June 30, 2021. Why am I receiving these materials? You are receiving these proxy materials from us because you were a stockholder of record at the close of business on September 18, 2020 (the “Record Date”). Our board of directors is soliciting your proxy to vote your shares at the Annual Meeting on the matters to be considered at that meeting. The Notice of Annual Meeting, this proxy statement and the form of proxy card are being made available to you on or about September 30, 2020. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares. Where and when is the Annual Meeting? The fiscal 2021 Annual Meeting of Stockholders of LifeVantage will take place on November 12, 2020, at 1:00 P.M. Mountain Time at the Hampton Inn Salt Lake City/Sandy, 10690 Holiday Park Drive, Sandy Utah 84070. Important Notice Related to COVID-19 and Potential Virtual Meeting: Although we currently intend to hold our Annual Meeting in person, we are sensitive to the public health and travel concerns stockholders may have and the protocols that federal, state, and local governments have and may impose in light of the difficulties related to COVID-19. In the event we determine that we need to conduct our Annual Meeting by means of remote communication, we will announce the change and provide instructions on how stockholders can participate in the Annual Meeting via the filing of additional soliciting materials with the Securities and Exchange Commission and via our website. Please check our website at www.lifevantage.com under “Investor Relations” one week prior to the Annual Meeting. What am I voting on? The following matters are scheduled to be voted on by stockholders at the Annual Meeting: • the election of six directors to our board of directors; • an amendment to the 2017 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan; • the approval of a non-binding, advisory resolution approving the compensation of our named executive officers (commonly referred to as a “Say-On-Pay”); and • the ratification of the selection of the appointment of WSRP, LLC as our independent registered accounting firm for our fiscal year ending June 30, 2021. Who can vote at the Annual Meeting? Only stockholders of record at the close of business on September 18, 2020, the record date, will be entitled to vote at the Annual Meeting. As of the record date, we had approximately 14,241,776 shares of common stock outstanding and entitled to vote. 4 Stockholders of Record: Shares Registered in Your Name If on the record date your shares were registered directly in your name with our transfer agent, Computershare Trust Company, Inc., then you are a stockholder of record.