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Herbalife Nutrition Ltd (HLF.N)

HLF.N on New York Stock Exchange

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15 Oct 2018
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Summary

Name Age Since Current Position

Michael Johnson

63 2017 Executive Chairman of the Board

John Agwunobi

53 2018 Co-President and Chief Health and Nutrition Officer

John DeSimone

51 2018 Co-President and Chief Strategic Officer

Richard Goudis

56 2017 Chief Executive Officer

Desmond Walsh

61 2018 Executive Vice Chairman

Shin-Shing Chiu

51 2018 Chief Financial Officer

David Pezzullo

52 2017 Chief Operating Officer

Jeffrey Dunn

60 2014 Lead Independent Director

Nicholas Graziano

46 2018 Director

Alan LeFevre

57 2018 Director

Juan Mendoza

2018 Director

Margarita Palau-Hernandez

2018 Director

John Tartol

66 2005 Director

Richard Carmona

68 2013 Independent Director

Jonathan Christodoro

42 2013 Independent Director

Hunter Gary

43 2014 Independent Director

Jesse Lynn

47 2014 Independent Director

Michael Montelongo

62 2015 Independent Director

James Nelson

68 2014 Independent Director

Maria Otero

67 2013 Independent Director

Biographies

Name Description

Michael Johnson

Mr. Michael O. Johnson serves as Executive Chairman of the Board of Herbalife Ltd. Mr. Johnson has served as the Company’s Executive Chairman since June 2017 and Chairman of the Board since 2007. Mr. Johnson previously served as the Company’s Chief Executive Officer from April 2003 until May 2017. Mr. Johnson spent 17 years with The Walt Disney Company, where he served as President of Walt Disney International, and also served as President of Asia Pacific for The Walt Disney Company and President of Buena Vista Home Entertainment. Mr. Johnson has also served as a publisher of Audio Times magazine, and has directed the regional sales efforts of Warner Amex Satellite Entertainment Company for three of its television channels, including MTV, Nickelodeon and The Movie Channel. Mr. Johnson formerly served as a director of Univision Communications, Inc., a television company serving Spanish-speaking Americans, until March 2007, and on the Board of Regents for Loyola High School of Los Angeles. Mr. Johnson received his Bachelor of Arts in Political Science from Western State College. Mr. Johnson’s qualifications to serve on our Board include his fourteen years of experience as our Chief Executive Officer, his 11 years of experience as our Chairman of the Board, and his significant experience in international business matters.

John Agwunobi

Dr. John O. Agwunobi is appointed as Co-President and Chief Health and Nutrition Officer of the company effective May 1, 2018. Since February 2016, Dr. Agwunobi, age 53, has served as the Company’s Chief Health and Nutrition Officer. Prior to joining the Company, Dr. Agwunobi served as an advisor to Shopko Stores Operating Co. LLC from June 2015 to November 2016 and as a member of the “Future” Panel of Leavitt Partners LLC from April 2014 to February 2016. Dr. Agwunobi also served as Senior Vice President and President Health and Wellness for Walmart Stores, Inc. from September 2007 to April 2014. In connection with his appointment, Dr. Agwunobi will have: (i) effective May 1, 2018, an annual salary of $525,000 and a target annual cash incentive equal to 75% of his base salary, subject to actual performance; and (ii) effective February 26, 2018, a long-term incentive award consisting of performance stock units with a grant date fair value of $960,000 and time-vested restricted stock units with a grant date fair value of $320.000. Additionally, effective on May 1, 2018, Dr. Agwunobi will participate in the Herbalife International of America, Inc. Executive Officer Severance Plan in accordance with the terms and conditions thereof.

John DeSimone

Mr. John G. DeSimone is re designated as Co-President and Chief Strategic Officer of the company effective May 1, 2018. He is no longer Chief Financial Officer of Herbalife Ltd., effective May 1, 2018. Mr. DeSimone is Chief Financial Officer of the Company and has held this position since January 2010. Mr. DeSimone joined the Company in November 2007 as Senior Vice President — Finance and was promoted to the position of Senior Vice President — Finance & Member Operations in December 2008. From June 2004 through October 2007, Mr. DeSimone served as the Chief Executive Officer of Mobile Ventures, LLC (formerly known as Autoware, Inc.), an automotive aftermarket accessory member and retailer. Prior to working at Mobile Ventures, LLC, Mr. DeSimone served as the Controller, Vice President of Finance and Chief Financial Officer of Rexall Sundown, Inc., a multinational manufacturer and distributor of nutritional supplements and sports nutrition products that was publicly traded while Mr. DeSimone served as its Controller and Vice President of Finance. Mr. DeSimone received his Bachelor of Science in Business Administration from Bryant College (now known as Bryant University).

Richard Goudis

Mr. Richard P. Goudis serves as Chief Executive Officer of the Company. He has held this position since June 2017. Prior to June 2017, Mr. Goudis was the Chief Operating Officer of the Company and held such position since January 2010. Mr. Goudis joined the Company in June 2004 as Chief Financial Officer after serving as the Chief Operating Officer, from 1998 to 2001, of Rexall Sundown, Inc., or Rexall, a multinational manufacturer and distributor of nutritional supplements and sports nutrition products and a Nasdaq 100 company that was sold to Royal Numico in 2000. After the sale to Royal Numico, Mr. Goudis had operations responsibility for all of Royal Numico’s U.S. investments, including General Nutrition Centers, or GNC, Unicity International and Rexall. From 2002 to May 2004, Mr. Goudis was a partner at Flamingo Capital Partners, a firm he founded in 2002. Mr. Goudis also previously worked at Sunbeam Corporation and Pratt & Whitney. Mr. Goudis graduated from the University of Massachusetts with a degree in Accounting and he received his Master in Business Administration from Nova Southeastern University.

Desmond Walsh

Mr. Desmond J. Walsh is Executive Vice Chairman of Herbalife Ltd. He is responsible for growing Herbalife Nutrition’s global business as well as developing and maintaining strong relationships with the Company's purpose-driven independent distributor leaders, who are the difference in making customer’s lives healthier and happier. Walsh joined Herbalife in 2004 as senior vice president, worldwide member sales, where he was responsible for sales strategy, business development, corporate events, worldwide promotions and member services. Later, he became executive vice president of worldwide operations and sales and had overall responsibility for the Company’s business operations in all Herbalife Nutrition markets around the world. More recently, Walsh was president of Herbalife Nutrition, where he had overall responsibility for member-facing functions throughout the world, including marketing, promotions, sponsorships, business methods support, events and independent distributor communications. Walsh has extensive international business experience gained during his 35-year career in sales, marketing and executive management. Walsh joined Herbalife from DMX Music, where he was senior vice president of the commercial division and responsible for innovative sales programs and partnerships that led to growth in new U.S. markets. Prior to DMX, he was a vice president of Disney’s Buena Vista Home Entertainment, where he played a key role in expanding the company's video business in the major markets of the world. Walsh’s previous experience includes key management positions at MovieQuik Systems, a division of The Southland Corporation (now 7 Eleven), and Commtron Corporation, a leading consumer electronics and video distribution company.

Shin-Shing Chiu

Mr. Shin-Shing Bosco Chiu is appointed as Chief Financial Officer of the company effective May 1, 2018. Prior to his appointment as the Company’s Senior Vice President and Principal Accounting Officer, Mr. Chiu served as the Company’s Vice President, Controller and Principal Accounting Officer from August 2010 through October 2011, the Company’s Vice President, Controller from November 2006 until July 2010, the Company’s Senior Director, Assistant Corporate Controller from May 2006 until November 2006, the Company’s Senior Director, Financial Reporting from December 2001 until May 2006, the Company’s Director, Financial Reporting from December 1999 until December 2001, the Company’s Senior Manager, International Accounting from May 1998 until December 1999, the Company’s Manager, International Accounting from January 1997 until May 1998, the Company’s Supervisor, International Accounting from January 1996 through December 1996, and the Company’s Senior International Accountant from August 1993 through December 1995. In connection with his appointment, Mr. Chiu will have: (i) effective May 1, 2018, an annual salary of $430,000 and a target annual cash incentive equal to 60% of his base salary, subject to actual performance; and (ii) effective February 26, 2018, a long-term incentive award consisting of performance stock units with a grant date fair value of $487,500 and time-vested restricted stock units with a grant date fair value of $162,500. Additionally, effective on May 1, 2018, Mr. Chiu will participate in the Herbalife International of America, Inc. Executive Officer Severance Plan in accordance with the terms and conditions thereof.

David Pezzullo

Mr. David Pezzullo is Chief Operating Officer of the Company. Prior to August 2017, Mr. Pezzullo was the Executive Vice President, Worldwide Operations of the Company and held such position since 2010. Mr. Pezzullo joined the Company in 2004 as the Senior Vice President of Finance and Chief Accounting Officer. Prior to joining the Company, Mr. Pezzullo served as Director of Tax and Treasury, Assistant Controller and Corporate Controller of Rexall and, after the sale of Rexall to Royal Numico, Mr. Pezzullo was Vice President of Finance for Royal Numico’s North American Operations, responsible for the financial integration of the operations, including Rexall and GNC. Mr. Pezzullo received his Bachelor of Science in Business Administration from Bryant College (now known as Bryant University).

Jeffrey Dunn

Mr. Jeffrey T. Dunn serves as Lead Independent Director of Herbalife Ltd. Mr. Dunn has served as a venture partner at Acre Venture Partners since February 2016. Mr. Dunn previously served as the Chief Executive Officer of Juicero, Inc., a manufacturer of commercial grade juicers and related customer support applications, from October 2016 until November 2017. Prior to joining Juicero, Inc., Mr. Dunn was President of Campbell Fresh, a division of Campbell Soup Company, where he led the launch of the company’s premium juice and salad dressing businesses, a position he assumed February 2015. Before joining Campbell Soup Company, Mr. Dunn was Chief Executive Officer and President of Wm. Bolthouse Farms, Inc., a company he joined in May 2008. Prior to joining Wm. Bolthouse Farms Inc., he was President and Chief Executive Officer of Ubiquity Brands, a rollup of several regional snack food businesses. Mr. Dunn also held various leadership roles within The Coca-Cola Company, including serving as president of Coca-Cola North America from 1985 until 2004. He earned a bachelor’s degree in business from the University of Georgia and an MBA in management from Pepperdine University. Mr. Dunn’s qualifications to serve on our Board include his significant consumer marketing experience, which is relevant to the Company’s business operations in selling and manufacturing packaged food and nutritional supplement products; his significant knowledge and experience regarding international business matters, which is relevant to the Company in light of its operations across 94 countries worldwide; and his service as a chief executive officer, which helps the Board better understand management’s day-to-day actions and responsibilities.

Nicholas Graziano

Mr. Nicholas F. Graziano is Director of the Company. Nicholas Graziano is a portfolio manager of Icahn Capital, the entity through which Carl C. Icahn manages investment funds. Mr. Graziano was previously the founding partner and chief investment officer of the hedge fund Venetus Partners LP, where he was responsible for portfolio and risk management. Prior to founding Venetus, Mr. Graziano was a partner and senior managing director at the hedge fund Corvex Management LP. He previously served as an independent director of Fair Isaac Corporation, WCI Communities Inc., InfoSpace Inc., and WestPoint International.

Alan LeFevre

Mr. Alan W. LeFevre is Director of the Company. Alan LeFevre is the former executive vice president of finance and chief financial officer for Jarden Corporation, a leading provider of consumer products with a portfolio of over 120 brands sold globally. During his 20-year career at Jarden, Mr. Lefevre led various groups within the Company's subsidiary, Jarden Consumer Solutions, including operations and finance. Previously, he served as the chief financial officer at Sunbeam Products.

Juan Mendoza

Mr. Juan Miguel Mendoza is Director of the Company. He has been an independent Herbalife distributor for 25 years and a member of the Company’s Chairman’s Club since 2013. Mr. Mendoza regularly tours the world, training independent Herbalife distributors about the business, Herbalife products, and the importance of our distributor difference. He is a member of various strategy and planning groups for the Company.

Margarita Palau-Hernandez

Ms. Margarita Palau-Hernandez is Director of the Company. She is the founder and chief executive officer of Hernandez Ventures, a private firm engaged in acquisition and management of a variety of business interests since 1988. Prior to founding her firm, Ms. Palau was an attorney with the law firm of McCutcheon, Black, Verleger and Shea, where she focused on domestic and international business and real estate transactions. She has been an independent director at ALJ Regional Holdings since 2015, and is a member of numerous non-profit and education commissions and boards including the Smithsonian National Latino Board and the Council of Global Advisors at Yale School of Management.

John Tartol

Mr. John M. Tartol serves as Director of Herbalife Ltd. Mr. Tartol has been an independent Herbalife distributor for 36 years and a member of the Company’s Chairman’s Club since 2000. He is active in training other independent Herbalife distributors all over the world and has served on various strategy and planning groups for Herbalife. He is also active on behalf of various charities in his community and worldwide on behalf of the Herbalife Family Foundation. He has a Bachelor’s degree in finance from the University of Illinois. Mr. Tartol’s qualifications to serve on our Board include his 36 years of experience as an independent Herbalife distributor, which brings a first-hand understanding of the function and specific needs of our independent Herbalife distributors, the ultimate drivers of our business, to the Board. His tenure as a distributor also provides valuable insight into the Company’s growth and development over the 36-year period.

Richard Carmona

Dr. Richard H. Carmona, M.D., M.P.H., FACS, serves as Independent Director of Herbalife Ltd. Dr. Carmona has served as Chief of Health Innovations of Canyon Ranch, a life-enhancement company, since August 2017. He previously served as Vice Chairman of Canyon Ranch, Chief Executive Officer of the Canyon Ranch Health division, and the president of the nonprofit Canyon Ranch Institute, from October 2006 until August 2017. Dr. Carmona is also a Distinguished Professor of Public Health at the Mel and Enid Zuckerman College of Public Health at the University of Arizona. Prior to joining Canyon Ranch, Dr. Carmona served as the 17th Surgeon General of the United States from August 2002 through July 2006. Previously, he was Chairman of the State of Arizona Southern Regional Emergency Medical System; a professor of surgery, public health, and family and community medicine at the University of Arizona; and surgeon and deputy sheriff of the Pima County, Arizona, Sheriff’s Department. Dr. Carmona served in the U.S. Army and the Army’s Special Forces. Dr. Carmona is a director of Axon Enterprise Inc. and the Clorox Company. Dr. Carmona’s qualifications to serve on our Board include his extensive experience in public health and clinical sciences. His commitment to prevention as an effective means to improve public health and reduce health care costs brings valuable and significant insight to the Board, and his experience serving on other public company boards adds a depth of knowledge as to best practices in corporate governance.

Jonathan Christodoro

Mr. Jonathan N. Christodoro serves as Independent Director of the Company. Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from July 2012 to February 2017. Mr. Christodoro was responsible for identifying, analyzing and monitoring investment opportunities and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles at P2 Capital Partners, LLC, Prentice Capital Management, LP and S.A.C. Capital Advisors, LP. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro has been a director of: PayPal Holdings, Inc., a technology platform company that enables digital and mobile payments worldwide, since July 2015; Lyft, Inc., a mobile ride-sharing application, since May 2015; and Enzon Pharmaceuticals, Inc., a biotechnology company, since October 2013 (and has been Chairman of the Board of Enzon since November 2013). Mr. Christodoro was previously a director of: Xerox Corporation, a provider of document management solutions, from June 2016 to December 2017; Cheniere Energy, Inc., a developer of natural gas liquefaction and export facilities and related pipelines, from August 2015 until August 2017; Hologic, Inc., a supplier of diagnostic, medical imaging and surgical products, from December 2013 to March 2016; eBay Inc., a global commerce and payments company, from March 2015 to July 2015; Talisman Energy Inc., an independent oil and gas exploration and production company, from December 2013 to May 2015; and American Railcar Industries, Inc., a railcar manufacturing company, from June 2015 to February 2017. American Railcar Industries is indirectly controlled by Carl C. Icahn. Mr. Icahn has or previously had non-controlling interests in each of Xerox, Cheniere, PayPal, eBay, Lyft, Hologic, Talisman, Enzon and Herbalife through the ow

Hunter Gary

Mr. Hunter Clark Gary serves as Independent Director of Herbalife Ltd. Mr. Gary has served as Senior Vice President of Icahn Enterprises L.P., or IEP, a master limited partnership and diversified holding company engaged in ten primary business segments which include investment, automotive, energy, gaming, railcar, mining, food packaging, metals, real estate and home fashion, since November 2010. At IEP, Mr. Gary is responsible for monitoring portfolio company operations, implementing operational value enhancement as well as leads a variety of operational activities for IEP which focus on a variety of areas including, technology, merger integration, supply chain, organization transformation, real estate, recruiting and executive compensation. Mr. Gary has served as President of IEP’s Real Estate segment since November 2013 and has lead the Information Technology and Cybersecurity group at IEP since September 2015 while serving as President of Sfire Technology LLC (f.k.a. IEH Technology LLC) since December 2015. Mr. Gary has served as President and Chief Executive Officer of Cadus Corporation, or Cadus, a company engaged in the acquisition of real estate for renovation or construction and resale, since March 2014 and as a director, since February 2014. Prior to IEP and Cadus, Mr. Gary was employed by Icahn Associates Corporation, an affiliate of IEP, in various roles beginning in June 2003, most recently as the Chief Operating Officer of Icahn Sourcing LLC (n.k.a. Insight Portfolio Group LLC). From 1997 to 2002, Mr. Gary worked, most recently as a Managing Director, at Kaufhof Warenhaus AG, a former subsidiary of the Metro Group which was acquired by Hudson’s Bay Company. Mr. Gary has been a director of: The Pep Boys — Manny, Moe & Jack, or PBYS, an automotive parts installer and retailer, since February 2016; IEH Auto Parts LLC, or IEHAP, a distributor of automotive aftermarket parts, since June 2015; Ferrous Resources Limited, or Ferrous, an iron ore mining company, since June 2015; PSC Metals Inc.

Jesse Lynn

Mr. Jesse A. Lynn serves as Independent Director of Herbalife Ltd. Mr. Lynn has been General Counsel of Icahn Enterprises L.P. (a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, real estate and home fashion) since January 2015. From September 2004 to January 2015, Mr. Lynn was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, L.P., Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from February 2000 until September 2004. From September 1996 until February 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn previously served as a director of The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Mr. Lynn received a B.A. in 1992 from the University of Michigan and a J.D. in 1996 from the Boston University School of Law. Mr. Lynn’s qualifications to serve on our Board include his legal and finance experience gained both in private practice as well as his positions with Icahn Enterprises. Mr. Lynn was recommended by the Icahn Parties pursuant to the Support Agreement.

Michael Montelongo

The Hon. Michael Montelongo serves as Independent Director of Herbalife Ltd. Mr. Montelongo is a former presidential appointee and Senate-confirmed official, has been President and Chief Executive Officer of GRC Advisory Services, LLC, a private firm specializing in board governance, risk management, and compliance matters, since July 2016. He is also a senior advisor at leadershipForward, Inc., a premier leadership performance firm serving Fortune 500 and small business clients and serves on the boards of the Larry H. Miller Management Corporation, Exostar LLC, and Aerospace Corporation. Mr. Montelongo is an experienced c-level executive and board governance leader who has led commercial, government, and non-profit organizations and brings a unique and broad service industry and customer experience skill set in facilities and food service management, retail services, outsourced technical services, telecommunications, professional services, and aerospace/defense, including government service in the military, the U.S. Senate, the Pentagon, and the National Aeronautics and Space Administration (NASA). Focusing on strategy, financial and risk management (including cyber-risk), policymaking, and operations excellence for global commercial and public sector enterprises, he is recognized for leading change in large organizations. Most recently, Mr. Montelongo served as chief administrative officer and senior vice president, public policy and corporate affairs for Sodexo, Inc., a quality of life services enterprise in North America from January 2008 until July 2016. Previously, he was a George W. Bush White House appointee serving as the 19th assistant secretary for financial management and chief financial officer of the U.S. Air Force from August 2001 until March 2005 and concluded his tenure at the Pentagon as acting secretary of the Air Force.

James Nelson

Mr. James Larry Nelson serves as Independent Director of Herbalife Ltd. Mr. Nelson currently serves as Chief Executive Officer of Global Net Lease, Inc., or GNL, a publicly-traded real estate investment trust, a position he has held since July of 2017, and, since March of 2017, as a director of GNL. Mr. Nelson previously served as a member of the GNL’s audit committee from March 2017 until July 2017. Mr. Nelson also serves as a director and member of the audit committee of Icahn Enterprises GP, or IEP, a position he has held since June of 2001. Mr. Nelson was previously a director of New York REIT, Inc. from November 2015 until June 2017; a director and chairman of the audit committee of the Viskase Companies, Inc. from April 2003 through April 2010; a director of American Entertainment Properties Corp. from December 2003 until March 2013; a director of Tropicana Entertainment Inc. from March 2010 until May 2014, and a member of its audit committee from March 2010 until December 2013 and a member of its nominating and governance committee until his resignation in May 2014; a director of Orbitex Financial Services Group from August 1995 until March 2001; a director and as Chairman of the audit committee of Cequel Communications, an owner and operator of a large cable television system, from April 2008 to November 2012; a director and member of the audit committee of Take Two Interactive Software, Inc. a publisher, developer, and maker of video games and video game peripherals, from April 2010 through November 2013; a director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation (f/k/a Motricity Inc.) from June 2011 to September 2015, and as Chairman of Voltari’s board of directors from January 2012 to September 2015; a director of VII Peaks Co-Optivist Income BDC II, Inc., an externally managed, closed-end management investment company, from November 2013 until August 2014; and a director of Ubiquity Corp from April 2014 until August 2014.

Maria Otero

Ms. Maria Otero serves as Independent Director of Herbalife Ltd. Ms. Otero currently serves on the board of Development Alternatives Inc. In 2009 she was nominated by President Obama and confirmed by the US Senate to serve as Undersecretary of State for Democracy and Global Affairs. On January 17, 2012, Secretary Clinton named Maria Otero as Undersecretary for Civilian Security, Democracy, and Human Rights, a newly created office and position at the State Department, where she served until 2013. During her time at the Department of State, Undersecretary Otero also served as the President’s Special Coordinator for Tibetan Issues. She became the highest ranking Hispanic official at the State Department and the first Latina undersecretary in its history. From 2000 to 2009 Ms. Otero served as President and CEO of Accion International, a global microfinance organization operating in 26 countries. In that capacity she chaired the board of Accion Investments, a global equity investment fund and represented Accion on the board of several microfinance banks. She was appointed by President Clinton to chair the board of the Inter-American Foundation and by President Bush to serve as vice-chair on the board of the US Institute of Peace. In 2006, she was appointed by Secretary General Kofi Annan to the U.N. Advisors Group on Inclusive Financial Sectors. Ms. Otero has served on the boards of The Kresge Foundation since 2013, the Public Welfare Foundation since 2013, Oxfam America since 2014, and the Smithsonian Institution National Portrait Gallery since 2016, and is a member of the Council of Foreign Relations. She also chaired the board of Bread for the World, and served on the boards of the Calvert Foundation and BRAC in Bangladesh. Ms. Otero also worked as an economist for Latin America and the Caribbean in the Women in Development Office of USAID. Ms. Otero holds an M.A. in literature from the University of Maryland.