DEF 14A of Herbalife Ltd., Mar 11, 2025

DEF 14A of Herbalife Ltd.

Filed Mar 11, 2025 · FY20240001213900-25-022830

Open on EDGAR

  1. 2025 Director Nominees

    2025 Director Nominees

  2. 2025 Director Nominees

    | Name | Independent | Committees | | | | | | | Audit | Compensation | Nominating and Corporate Governance | ESG | | Michael O. Johnson (Chairman and CEO) | | | | | | | Richard H. Carmona | | | | Chair | | | Lynda Cloud | | | | | | | Celine Del Genes | | | ● | | | | Sophie L’Hélias | | ● | | | Chair | | Michael J. Levitt | | | | | | | Rodica Macadrai | | | | | | | Perkins Miller | | | ● | | | | Juan Miguel Mendoza | | | | | ● | | Don Mulligan | | Chair | ● | | | | Maria Otero | | | Chair | ● | ● |

  3. Executive Compensation Highlights

    | Executive compensation program objectives | 31 | | Things we do | 33 | | Things we don’t do | 33 | | Say on pay | 33 | | Long term incentive program design changes for 2025 | 33 | | Elements of Compensation | 35 | | Establishing CEO compensation | 35 | | Role of executive officers in executive compensation decisions | 35 | | Base salaries | 36 | | Annual incentive awards | 36 | | Executive bonuses | 37 | | Targets and award determination | 37 | | Long-term incentive awards | 38 | | 2024 Long-term incentive awards – annual grant program | 38 | | Equity award grant policy | 40 | | Anti-hedging/pledging policies | 40 | | Insider trading policies and procedures | 40 | | Clawback policy | 40 | | Benefits and perquisites | 40 | | Employment and severance agreements | 41 | | Compensation advisor | 42 | | Peer Group | 44 | | Tax implications | 45 | | Compensation Committee report | 45 | | Executive officers of the registrant | 45 | | 2024 Summary compensation table | 46 | | 2024 Grants of plan-based awards | 47 | | Narrative disclosure to summary compensation table and grants of plan-based awards | 48 | | Outstanding equity awards at 2024 fiscal year-end | 49 | | 2024 Option exercises and stock vested | 50 | | 2024 Non-qualified deferred compensation table | 50 | | Potential payments upon termination or change in control | 51 |

  4. Executive Compensation Highlights

    | Pay ratio disclosure | 55 | | Pay v. Performance | 56 | | Part 5. Security ownership of certain beneficial owners and management | | | Beneficial ownership | 62 | | Part 6. Certain relationships and related transactions | | | Ongoing related party transactions | 64 | | Other transactions | 65 |

  5. Sustainability Governance Structure

    | 2024 Director compensation table |

  6. Sustainability Governance Structure

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All other compensation ($) | Total ($) | | Richard H. Carmona | 125,000 | 149,994 | — | 274,994 | | Celine Del Genes | 110,000 | 149,994 | — | 259,994 | | Sophie L’Hélias | 135,000 | 149,994 | — | 284,994 | | Alan W. LeFevre | 145,000 | 174,988(4) | — | 319,988 | | Michael Levitt | 83,333 | 149,994 | — | 233,327 | | Kevin M. Jones(2) | 18,629 | — | — | 18,629 | | Rodica Macadrai(3) | 87,800 | 149,994 | 1,004,330(5) | 1,242,124 | | Juan Miguel Mendoza(3) | 110,000 | 149,994 | 958,726(6) | 1,218,720 | | Perkins Miller(7) | 53,271 | 113,715 | — | 166,986 | | Don Mulligan | 140,000 | 149,994 | — | 289,994 | | Maria Otero | 145,000 | 149,994 | — | 294,994 |

  7. Nominees for election as directors

    Nominees for election as directors

  8. Nominees for election as directors

    | | Michael O. Johnson | AGE 70 | DIRECTOR SINCE April 2022 | | | | | CHAIRMAN SINCE October 2022 |

  9. Nominees for election as directors

    | OTHER PUBLIC BOARDS • None | Qualifications and Expertise Provided to the Board Mr. Johnson has unparalleled institutional knowledge of the Company’s operations and distributor network, and experience leading the Company through multiple economic cycles and international expansion over his previous 18 years as its CEO. Mr. Johnson brings extensive global sales and marketing leadership as well as significant experience in government engagement around the world. His expertise helps the Board provide effective oversight of the Company’s business strategy. Experience Mr. Johnson currently serves as the Company’s Chairman and Chief Executive Officer and has held such positions since December 2022. He served as the Company’s Chairman and interim Chief Executive Officer from October 2022 to December 2022. He previously served as Chairman of the Board and held this position from May 2007 to April 2020. He also previously served as Chief Executive Officer of the Company and held such position from January 2019 to March 2020. He previously served as the Company’s Executive Chairman from June 2017 to January 2019 and as the Company’s Chief Executive Officer from April 2003 to May 2017. Prior to joining the Company, 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 that include 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 Colorado University. | | PREVIOUS PUBLIC BOARDS (Past Five Years) • Herbalife Ltd. (April 2003 – April 2020) | |

  10. Nominees for election as directors

    | | Dr. Richard H. Carmona | AGE 75 | INDEPENDENT DIRECTOR SINCE 2013 |

  11. Nominees for election as directors

    | Board Committees • Nominating and Corporate Governance Committee (Chair) | Qualifications and Expertise Provided to the Board Dr. Carmona’s experience as the Surgeon General of the United States, as Chief of Health Innovations at a pioneering integrative wellness company, and as distinguished professor of surgery, public health, family, and community medicine are directly relevant to the Company’s business. His diverse experience strengthens the Board’s oversight of the Company’s nutritional product innovation and wellness-focused business strategy. Experience 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 to 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. | | OTHER PUBLIC BOARDS • Director, McKesson Corporation (September 2021 – Present) • Director, Better Therapeutics – Public October 2021 (November 2017 – Present) | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • Director, Clorox Company (February 2007 – November 2022) • Director, Axon Enterprise Inc. (formerly Taser International) (March 2007 – May 2022) | |

  12. Nominees for election as directors

    | 20 | Proposals to be voted on at the meeting |

  13. Nominees for election as directors

    | | Lynda Cloud | AGE 57 | NEW NOMINEE |

  14. Nominees for election as directors

    | Board Committees • None | Qualifications and Expertise Provided to the Board Ms. Cloud’s significant education and online health coaching industry experience helps the Board provide effective oversight of the Company’s integration of its online wellness platform. Experience Lynda Cloud brings nearly 30 years of education and online learning industry experience. Ms. Cloud served as the Chief Executive Officer of Institute for Integrative Nutrition from 2019 to 2024, where she was also a member of its board of directors, and guided the organization’s strategic positioning and innovation during a period of unprecedented expansion for the health coaching industry. Ms. Cloud served on the Board of Directors of Achieve 3000 from 2020 to 2021. She previously served as Chief Executive Officer at Equal Ed 2017 to 2018, a global start-up focused on expanding and equalizing access to online learning tools in emerging and developed markets. Prior to Equal Ed, she was Executive Vice President of K12 Inc. from 2014 to 2017, where she ran its products and technology groups as well as its institutional division that built virtual schools. Lynda started her career at Pearson, where she rose to be general manager of its K12 learning businesses. Mr. Cloud holds a Bachelor of Arts from Susquehanna University. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  15. Nominees for election as directors

    | | Celine Del Genes | AGE 48 | INDEPENDENT DIRECTOR SINCE 2022 |

  16. Nominees for election as directors

    | Board Committees • Compensation | Qualifications and Expertise Provided to the Board Ms. Del Genes’ over twenty years of experience in a fast growing, global consumer products company and expertise in the areas of marketing and communications is additive to the Board. Her expertise strengthens the Board’s oversight of the Company’s strategic business strategy, particularly as it pertains to branding, marketing and digital initiatives across a large number of international markets. Experience Ms. Del Genes has served as Global Chief Customer Officer at Decathlon, a worldwide leader in sports retail, since August 2023. Previously, Ms. Del Genes served as the Global General Manager, Specialist Sports Business Unit at Adidas AG, a multinational corporation that designs and manufactures footwear, apparel and accessories, from February 2019 to July 2023. From January 2017 to February 2019, Ms. Del Genes served as the Global Vice President, Concept-to-Consumer, Global Football/Soccer at Adidas, and has held various positions with Adidas and Reebok around the globe since 2001 with a focus in marketing and communications. Ms. Del Genes holds a Bachelors degree in Marketing, Marketing Management from the EDC Paris Business School. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  17. Nominees for election as directors

    | Proposals to be voted on at the meeting | 21 |

  18. Nominees for election as directors

    | | Sophie L’Hélias | AGE 61 | INDEPENDENT DIRECTOR SINCE 2021 |

  19. Nominees for election as directors

    | Board Committees • Audit • ESG (Chair) | Qualifications and Expertise Provided to the Board Ms. L’Hélias’ significant knowledge of ESG, global financial markets and corporate governance helps the Board provide effective oversight of the Company’s environmental and social sustainability initiatives, as well as capital investments across the globe. Experience Ms. L’Hélias is the President and Founder of LeaderXXchange, an advisory firm founded in 2015 that develops solutions that integrate sustainability in strategy, leadership and investment. She is co-founder of the International Corporate Governance Network (ICGN) and served as an advisor to the UN Global Compact’s Blueprint for SDG Leadership. Ms. L’Hélias is also a non-executive director of Africa50, a development impact fund, Agence France-Locale, a community lending bank, and Echiquier Positive Impact Europe funds. Ms. L’Hélias is a member of the HCGE, the authority charged with overseeing the implementation of French Afep-Medef corporate governance code, Vice President Prospective & Ideas at the Medef, and a Fellow at The Conference Board ESG Center in New York. She previously served on the Advisory Board of Hawkamah Governance Institute in Dubai and was a non-executive Board member of the European Corporate Governance Institute (ECGI) in Brussels. Ms. L’Hélias holds an MBA from INSEAD; a Master of Laws (LLM) from the University of Pennsylvania, Law School; Master of Laws from the Université Paris 1, Panthéon-Sorbonne Law School; and a law degree from the University of Saarbrucken, European Law Institute. | | OTHER PUBLIC BOARDS • Director, IWG PLC (London Stock Exchange-listed) (December 2022 – Present) | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • Director, Kering SA (Euronext Paris-listed) (April 2016 – March 2022) | |

  20. Nominees for election as directors

    | | Michael J. Levitt | AGE 66 | INDEPENDENT DIRECTOR SINCE 2024 |

  21. Nominees for election as directors

    | Board Committees • None | Qualifications and Expertise Provided to the Board Mr. Levitt has significant financial expertise specifically relating to consumer products. His knowledge of the corporate credit and investment markets, business acumen, and leadership as a Chief Executive Officer provide him with the qualifications and skills to serve on our Board. Experience Mr. Levitt is the Chairman of Irradiant Partners, LP., an investment management firm focused on liquid credit, opportunistic credit and renewable private equity and credit. He has served in that capacity since Irradiant’s founding in 2021. Mr. Levitt served as the Chairman (from 2018 to 2024) and Chief Executive Officer (from 2021 to 2023) of Core Scientific, Inc., a blockchain computing data center provider. Core Scientific filed a voluntary petition for reorganization under Chapter 11 under the Bankruptcy Code in 2022 that was approved by the court in 2024. Mr. Levitt was Chief Executive Officer of Kayne Anderson Capital Advisors, LP, an alternative investment management company, from 2016 to 2021. Before joining Kayne Anderson, Mr. Levitt served as a Vice Chairman of Apollo Global Management, LLC. Mr. Levitt joined Apollo following Apollo’s acquisition of Stone Tower Capital LLC, an investment management firm that he founded in 2001 and where he served as Chairman, Chief Executive Officer, and Chief Investment Officer. Prior to forming Stone Tower, Mr. Levitt was a partner with the private equity firm Hicks, Muse, Tate and Furst, Inc. Earlier in his career, Mr. Levitt served as a Managing Director and Co-Head of the Investment Banking Division of Smith Barney Inc. and as a Managing Director with Morgan Stanley & Co. Mr. Levitt is a member of the University of Michigan’s Endowment Investment Advisory Committee and Ross School of Business Advisory Board, and the Trustee of the Michigan Law School’s Cook Trust. Mr. Levitt earned his undergraduate degree and Juris Doctor from the University of Michigan. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • Director, The Music Acquisition Corporation (December 2020 – December 2022) • Director, Core Scientific (June 2018 – January 2024) | |

  22. Nominees for election as directors

    | 22 | Proposals to be voted on at the meeting |

  23. Nominees for election as directors

    | | Rodica Macadrai | AGE 56 | DIRECTOR SINCE 2023 |

  24. Nominees for election as directors

    | Board Committees • None | Qualifications and Expertise Provided to the Board Ms. Macadrai’s 30 years of experience as an independent distributor of Herbalife products brings a first-hand understanding of the function, drivers and specific needs of the Company’s business to the Board. Her tenure as a distributor also provides valuable institutional insight into the Company’s growth and development over the last three decades. Experience Ms. Macadrai has been an independent Herbalife distributor for 30 years and a member of the Company’s Chairman’s Club since 2020. She has been active in training independent Herbalife distributors around the world and is a member of various strategy and planning groups for the Company. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  25. Nominees for election as directors

    | | Juan Miguel Mendoza | AGE 51 | DIRECTOR SINCE 2018 |

  26. Nominees for election as directors

    | Board Committees • ESG | Qualifications and Expertise Provided to the Board Mr. Mendoza’s 32 years of experience as an independent distributor of Herbalife products brings a first-hand understanding of the function, drivers and specific needs of the Company’s business to the Board. His tenure as a distributor also provides valuable institutional insight into the Company’s growth and development over the last three decades. Experience Mr. Mendoza has been an independent Herbalife distributor for 32 years and a member of the Company’s Chairman’s Club since 2013. He has been active in training independent Herbalife distributors around the world and is a member of various strategy and planning groups for the Company. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  27. Nominees for election as directors

    | Proposals to be voted on at the meeting | 23 |

  28. Nominees for election as directors

    | | Perkins Miller | AGE 57 | INDEPENDENT DIRECTOR SINCE 2024 |

  29. Nominees for election as directors

    | Board Committees • Compensation | Qualifications and Expertise Provided to the Board With over two decades of leadership experience in technology, commerce, media, and entertainment, Mr. Miller has demonstrated expertise in leading digital media platforms and driving engagement through innovative strategies. His experience managing significant media operations and digital strategies, equips him with the skills to drive growth and engagement in global digital media platforms. This expertise will be instrumental in elevating the Board to guide the Company in its development of the Company’s wellness platform into a premier health and wellness destination. Experience Mr. Miller is the Chief Executive Officer of Fandom, Inc. Prior to his current role, Mr. Miller also served as General Manager of the Americas and Co-President of StubHub from 2016 to 2019, Chief Digital Officer and Head of Media Operations at the National Football League from 2014 to 2016, and Executive Vice President of Digital Media at WWE from 2012 to 2014. He also served as Chief Operating Officer at Vocativ from 2011 to 2012, Chief Operating Officer at Universal Sports from 2010 to 2011, and Head of Digital Media at NBC Sports & Olympics from 2006 to 2010. Mr. Miller holds a Bachelor of Arts degree from Middlebury College. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • Director, Isos Acquisition Corp. (March 2021 – December 2021) | |

  30. Nominees for election as directors

    | | Don Mulligan | AGE 64 | INDEPENDENT DIRECTOR SINCE 2021 |

  31. Nominees for election as directors

    | Board Committees • Audit (Chair) • Compensation | Qualifications and Expertise Provided to the Board Mr. Mulligan’s tenure as CFO of a Fortune 200 company and experience working in Asia and Latin America is directly relevant to the Company’s growth strategy. His experience helps the Board provide effective oversight of the Company’s global expansion, talent development, financial disclosures, capital structure, risk management, investments, M&A and corporate governance. Experience Mr. Mulligan served as Chief Financial Officer at General Mills, a multinational manufacturer and marketer of branded consumer foods, from 2007 to 2020. Mr. Mulligan previously held executive positions with General Mills from 2001 to 2007, including Vice President, Finance for the International division; Vice President, Finance for Operations and Technology; and Vice President, Treasurer. Prior to General Mills, Mr. Mulligan served as Chief Financial Officer, International, for the Pillsbury Company from 1999 to 2001, and held various international positions with PepsiCo Inc. and YUM! Brands, Inc., including Regional CFO, Americas; Finance Director, Asia; and Finance Director, Canada, from 1987 to 1998. Mr. Mulligan started his career with GTE Corporation in 1985. Mr. Mulligan earned his Bachelor of Arts from Duke University and his MBA from University of Michigan Graduate School of Business. | | OTHER PUBLIC BOARDS • Director, Energizer Holdings, Inc. (April 2021 – Present) • Director, Tennant Company (2009 – Present) | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  32. Nominees for election as directors

    | 24 | Proposals to be voted on at the meeting |

  33. Nominees for election as directors

    | | Maria Otero | AGE 74 | INDEPENDENT DIRECTOR SINCE 2013 |

  34. Nominees for election as directors

    | Board Committees • Compensation (Chair), Nominating and Corporate Governance • ESG | Qualifications and Expertise Provided to the Board Ms. Otero’s extensive leadership experience in government and global microfinance, including as the first Latina Undersecretary of the U.S. State Department, provides the Board with valuable public affairs, regulatory and financial expertise. Her experience strengthens the Board’s oversight of the Company’s global investment and expansion strategy, as well as regulatory risks. Experience Ms. Otero was the first Latina undersecretary in the U.S. Department of State’s history, Ms. Otero served as Undersecretary of State for Democracy and Global Affairs and Undersecretary for Civilian Security, Democracy, and Human Rights under President Obama. During her time at the U.S. Department of State, Undersecretary Otero also served as the President’s Special Coordinator for Tibetan Issues. Prior to serving the government, from 2000 to 2009 Ms. Otero served as President and CEO of Accion International, a global microfinance organization operating in 26 countries. At Accion International, Ms. Otero 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 U.S. 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 served on the boards of: Development Alternatives Inc. from 2014 to 2024, the Kresge Foundation from 2013 to 2024, the Public Welfare Foundation from 2013 to 2021, Oxfam America from 2014 to 2020, and the Smithsonian Institution National Portrait Gallery since 2016, and is a member of the Council of Foreign Relations. In December 2020 she was named to the Board of Trustees of American University where she served until 2024. 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; an M.A. in International Relations from the Paul H. Nitze School of Advanced International Studies (SAIS) at Johns Hopkins University; and holds an honorary Doctorate of Humane Letters from Dartmouth College. | | OTHER PUBLIC BOARDS • None | | | PREVIOUS PUBLIC BOARDS (Past Five Years) • None | |

  35. Nominees for election as directors

    | Proposals to be voted on at the meeting | 25 |

  36. Nominees for election as directors

    | Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers |

  37. Nominees for election as directors

    As required by Section 14A of the Exchange Act, the Company is seeking an advisory shareholder vote on the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure, in this Proxy Statement. Our executive compensation program is designed to pay for performance and to attract and retain an accomplished executive team to lead the Company’s global growth and success. The executive compensation program places strong emphasis on actions that create long-term sustainable growth and enhanced value for our shareholders through an annual equity grant program that rewards executives with the ability to participate in our share price appreciation and to share equally in potential downside if share value creation is not achieved. By encouraging long-term performance and enhanced shareholder value, our executives are incentivized to operate our business with integrity, focusing on fostering strategic growth while being mindful to mitigate against risk. In addition to emphasizing long-term growth, our compensation program attracts talented executives by offering a competitive base salary and annual cash incentives, which encourage our executives to achieve annual financial goals. At our 2024 annual general meeting of shareholders, our shareholders expressed continued support of our executive compensation program, with approximately 95.9% of votes cast in favor of the advisory vote proposal. When designing our 2024 executive compensation program, the Compensation Committee of the Board of Directors, or the Committee, considered, among other things, the Company’s overall financial performance and growth, particular financial and non-financial objectives, benchmarking against market practices, incentives that reward shareholder value creation, and any shareholder feedback. We believe that the Company’s financial performance is facilitated by the “pay for performance” design of our compensation program. Our program motivates our executives to deliver financial results, with the appropriate level of risk-taking, against performance metrics in a manner that ultimately aligns with the realized growth of shareholder equity value. Additional information regarding the Company’s compensation program applicable to the named executive officers is described in Part 4 — “Compensation discussion and analysis” and the related tables and narrative disclosure. For the reasons discussed above, the Board of Directors unanimously recommends that shareholders vote in favor of the following resolution: “Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure, in the proxy statement.” While the shareholder vote on the resolution is non-binding, the Board of Directors values the opinions that shareholders express in their votes and in any additional dialogue. The Board will consider the outcome of the vote and those opinions when making future compensation decisions. The next shareholder advisory vote on the Company’s executive compensation is expected to occur at the 2026 annual general meeting of shareholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

  38. Nominees for election as directors

    | 26 | Proposals to be voted on at the meeting |

  39. Nominees for election as directors

    | Proposal 3: Ratification, on an advisory basis, of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm |

  40. Nominees for election as directors

    The Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Services provided to the Company and its subsidiaries by PwC in fiscal years 2024 and 2023 are described below under “Fees to independent registered public accounting firm.” Additional information regarding the Audit Committee is set forth in the “Audit Committee Report.” The Articles do not require that our shareholders ratify the selection of PwC as the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company’s shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PwC, but may, nonetheless, retain PwC as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that the change would be in the best interests of the Company and its shareholders. Representatives of PwC are expected to attend the Meeting where they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

  41. Our Executive Compensation Structure

    | Base Salary | Short-Term Incentives | Long-Term Equity-Based Incentives | | Fixed cash compensation for NEOs which is reflective of job scope and responsibilities, demonstrated sustained performance, capabilities and experience. | Annual cash incentive designed to reward NEOs for achievement of challenging annual financial targets. For 2024, performance was evaluated against preset goals for the following financial metrics: • Operating Income (50%) • Local Currency Net Sales (50%) | Long-Term equity incentives intended to align executives’ interests with those of long-term shareholders, motivate and reward strategic planning and future growth, and retention of successful NEOs. |

  42. Executive compensation program objectives

    | Principle | Implication on HLF Program | Rationale | | Alignment of Executives’ and Long-Term Shareholders’ Interests. Long-term incentives should be provided in Company equity, where allowed by local law, to encourage executives to plan and act with the perspective of shareholders and with the Company’s vision, mission and values in mind, and be rewarded for the successful implementation of our growth strategies. | • Long-term incentive awards to NEOs for 2024 consisted of 75% SARs and 25% RSUs. • Competitive share ownership guidelines. | • Aligns executive rewards with the Company’s long-term performance and shareholder value creation as reflected by share price appreciation. | | Pay for Superior Performance. Incentive compensation must provide superior pay for superior performance that meets or exceeds the expectations of our shareholders. | • Superior performance expectations are built into performance targets and ranges of our incentive plans such that when incentive targets are met, the Company is exceeding peer financial performance and meeting shareholder expectations. • Our incentive plans are calibrated to deliver above-median compensation for meeting superior performance targets, and, in the case of SARs, through share price appreciation. | • Incentivizes NEOs to exceed target financial goals and drive share price appreciation. |

  43. Actual Direct Compensation

    | Things we do | Things we don’t do | | Our executive compensation program is simple in design and follows guidelines that have repeatedly proven effective in creating a “pay for performance” culture and a keen focus on profitability, as well as retaining key executives. These guidelines include: linking a significant majority of the incentive opportunity available to our NEOs to long-term growth in stakeholder value; designing annual incentive awards that are aligned with share value appreciation; imposing caps on awards payable to each NEO under our annual incentive plan; annually reviewing current public data regarding the Herbalife Peer Group when compensation decisions are made; maintaining a robust “clawback” policy that applies to our Section 16 officers in the event of a financial restatement; and encouraging our NEOs to hold Common Shares with an aggregate value equal to five times base salary for our CEO, or two times base salary for our other NEOs, to align interests with the long-term interests of all stakeholders. | The Committee is committed to maintaining and adopting prevailing best practices with regard to executive compensation. As such, we DO NOT DO the following: we do not guarantee our NEOs any annual incentive award amounts — all annual bonuses require financial performance against annually established goals as established by the Committee; we do not re-price or back-date equity awards; we do not issue SARs or option awards with below market exercise prices; we do not provide supplemental retirement benefits; we do not provide excise tax gross ups to our NEOs; we do not encourage excessive or imprudent risk-taking; and we do not permit employees to hedge, pledge, short sell or engage in derivative transactions of our Common Shares. |

  44. Long term incentive program design changes for 2025

    Long term incentive program design changes for 2025 Given the macroeconomic environment and industry dynamics during 2023 and 2024, we strategically and temporarily paused the use of performance share units (PSUs). During that time, establishing multi-year performance objectives was challenging, making PSUs a less viable alternative. As such, the Committee decided to use a mix of stock appreciation rights (SARs) and restricted stock units (RSUs) for our NEOs to maintain heightened focus on shareholder value creation while also providing retention “glue”. Moving forward, we are reintroducing PSUs as a key component of our compensation framework in 2025. For 2025, PSUs will comprise 50% of the long term incentive grant value for our NEOs. We remain committed to considering the results of advisory votes and shareholder feedback to further refine our approach, ensuring management incentives are fully aligned with the interests of our shareholders, distributors, and employees, which we view as essential to our long-term success.

  45. Long term incentive program design changes for 2025

    | Executive compensation | 33 |

  46. Long term incentive program design changes for 2025

    | Principle | Implication on HLF Program | Rationale | | Balanced Incentives to Promote Sustainable Value-Creation. Incentive compensation should strike a balance between annual and long-term performance in order to promote sustainable growth in the value of the enterprise. | • Annual cash incentives align executive incentives on achievement of annual financial performance targets. • SARs align executive incentives with long-term shareholder interest and share price appreciation, which over that time derive value only from share price appreciation. | • Aligns pay mix with competitive practice. • Mitigates risk through use of a balanced mix of cash and equity incentives and performance metrics. | | Focus on Shareholder Aligned Incentives. A majority of total compensation is at-risk and tied to achievement of annual financial performance goals and improvement in long-term stakeholder value through share price appreciation. | • Value of SARs align with sustained long-term shareholder value creation. • Value of annual incentives and PSUs align with the achievement of performance goals that support our business objectives. | • Aligns annual and long-term incentive plans to achievement of growth, profit, and share price performance as measures. These plans provide a comprehensive set of metrics used to consider overall performance of the Company and our executive team. | | Competitive Pay Opportunities. Compensation opportunities must be competitive with the pay practices of companies that operate in global markets and enable us to attract and retain high-performing, highly employable executive talent with similar executive skills and capabilities. | • Peer group reflects the market in which we reasonably compete for executive talent. • The Committee references both proxy-sourced market data from our peer group as well as general industry survey data from nationally recognized compensation surveys when setting compensation levels. • The Committee sets each NEO’s targeted direct compensation considering appropriate market data and a variety of other factors, including individual performance, internal equity, succession planning and business strategy. • Overall, each of our NEO’s target direct compensation falls within a competitive range of market, with appropriate variance based on incumbent-specific characteristics. | • The Company recruits high-performing executives with known track records in competitive, complex and global businesses. • Attracts and retains top talent through the use of competitive compensation opportunities. |

  47. Long term incentive program design changes for 2025

    | 34 | Executive compensation |

  48. Elements of Compensation

    | Direct Compensation | Purpose | | Base salary | Provide a competitive foundation for total compensation to each executive that reflects job scope and responsibilities, demonstrated sustained performance, capabilities and experience. | | Annual cash incentives | Reward NEOs for the achievement of challenging annual financial targets that drive growth in shareholder value. | | Long-term equity-based incentives | Provide incentives for NEOs to develop strategic plans, and make tactical decisions that will enhance stakeholder value, reward NEOs with participation in the creation of sustained long-term shareholder value and encourage successful NEOs to remain with the Company. | | Indirect Compensation (benefits) | Purpose | | Retirement benefits | Encourage NEOs to build retirement resources by providing a match on deferred compensation in the Company’s 401(k) plan and Senior Executive Deferred Compensation Plan. | | Life insurance benefits | Provide a competitive benefit in the event of death of an executive. | | Severance benefits | Enable each NEO to focus his full time and attention on meeting the financial and operating objectives set by the Committee without fear of the financial consequences of an unexpected termination of employment. | | Change in control benefits | Enable NEOs to focus on shareholder interests when considering strategic alternatives. |

  49. Base salaries

    | NEO | 2023 Salary(1) | 2024 Salary(1) | Rationale for 2024 Change | | Michael O. Johnson | $1(2) | $1,280,000(2) | CEO Employment Agreement | | John DeSimone | $20,000 | $2,031(3) | CFO Employment Agreement | | Stephan Gratziani | $615,000 | $650,000(4) | Promotion to President | | Frank Lamberti | $625,000 | $625,000 | No change | | Henry Wang | $600,000 | $600,000 | No change |

  50. Annual incentive awards

    Annual incentive awards Our annual cash incentive plan is designed to motivate and reward the achievement of annual financial targets that create value for our stakeholders. The Committee sets financial performance targets each year, ensuring they align with the Company’s business strategy, current business conditions, and competitive practices within the Herbalife Peer Group. Incentive bonus awards require Committee approval and continuous employment through the payment date. However, the Committee may, at its discretion, provide bonuses to terminated employees as part of severance agreements in exchange for a release of claims. For 2024, the Committee approved performance targets that included equally weighted performance metrics: targeted Local Currency Net Sales, serving as a proxy for sales, and targeted Operating Income, subject to adjustments as discussed below. These performance metrics incentivize our named executive officers to grow the business and improve our profitability. The Committee determines each executive officer’s target incentive opportunity based on their position, responsibilities, influence on Company results, and competitive pay practices among the Herbalife Peer Group. The following table shows each NEO’s (other than Mr. Amezquita) 2024 target incentive opportunity, expressed in dollar terms and as a percentage of base salary:

  51. Annual incentive awards

    | NEO | Bonus Eligible Base Salary | Target Bonus | | | | | (% of Salary) | | | Michael O. Johnson | $1,280,000 | 150% | $1,920,000 | | Stephan Gratziani(1) | $649,904 | 84.9871% | $552,335 | | John DeSimone | $5,102 | 0% | $0 | | Frank Lamberti | $625,000 | 80% | $500,000 | | Henry Wang | $600,000 | 80% | $480,000 |

  52. Annual incentive awards

    (1) Calculated using prorated salary for Mr. Gratziani due to salary changes during the year, as further outlined under “Base Salaries” above. On January 1, 2024, Mr. Gratziani’s annual target bonus opportunity was 80%, and effective January 2, 2024, increased to 85% in connection with his promotion to President.

  53. Annual incentive awards

    | 36 | Executive compensation |

  54. Annual incentive awards

    The following table summarizes the performance metrics, targets, weightings, actual performance and eligible payout percentages for the components of the 2024 annual incentive plan for our executive officers:

  55. Annual incentive awards

    | 2024 Annual Incentive Plan Performance Metrics | Performance Metrics Weightings | 2024 Target | 2024 Results | 2024 Results as a % of target | Payout as a % of Target | Weighted Payout | | Operating income (millions) | 50% | $351,213 | $502,107(1) | 143.0% | 200.0% | 100.0% | | Local Currency Net Sales (millions) | 50% | $5,207,775 | $5,079,919 | 97.5% | 87.7% | 43.9% | | | | | | | Total Payout Achieved: | 143.9% |

  56. Annual incentive awards

    (1) Operating Income presented as adjusted, as discussed below.

  57. Executive bonuses

    Executive bonuses Executive bonuses are awarded based on achieving specific performance targets. Bonuses are given for results at or above 85% of the operating income target and 90% of local currency net sales. The payouts are capped at 110% of the operating income target and 105% of local currency net sales. If the results fall below 85% of the operating income or 90% of local currency net sales, no payout is given. Achieving 85% of the operating income or 90% of local currency net sales results in a 50% payout. For results at or above 110% of the operating income and 105% of local currency net sales, a 200% payout is awarded. The bonus scale uses linear interpolation for performance outcomes between these levels. This structure is designed to encourage realistic target-setting and prudent risk-taking, while also creating consequences for not meeting targets and capping potential payouts to avoid excessive incentive awards.

  58. Targets and award determination

    Targets and award determination Annual financial performance targets are aligned to what we believe to be the expectations of our shareholders and what we believe is achievable at the time of the annual budget review process. The annual budget review for 2024 occurred in February 2024. Budget figures are built from the “bottom up” based on input from operating regions regarding trends in their respective markets, including the general economic environment, sale and consumption of our products, sales leader activity and retention, and the degree of risk in achieving forecasted revenue and expense levels. For purposes of our annual incentive plan, the performance measures are defined and calculated as follows: • Local Currency Net Sales is the Company’s total reported net sales, adjusted in the same manner that the Company adjusts for public presentations and annual bonus purposes, including but not limited to adjustments for changes attributable to mergers, acquisitions, and divestitures not assumed in the long-range forecast, adjusted for variances caused by changes in accounting guidelines during the period, and adjusted to reflect currency rates assumed in the long-range forecast. • Operating Income is the Company’s net sales less expenses, including royalty payments, costs of sales and general operating expenses adjusted for certain items, including without limitation currency fluctuations, which the Committee believes are not reflective of management’s performance and which are typically made public on a quarterly basis. For 2024 annual incentive plan performance purposes, our Operating Income was calculated consistent with non-GAAP financial measures as presented in our quarterly earnings press releases, adjusting for: expenses related to our restructuring initiatives; gain on sale of property; and expenses related to our digital technology program. Our Operating Income was further adjusted, consistent with prior years, to include for bonus purposes, the impact of changes in currency exchange rates. The growth in Operating Income allows for cost-effective volume point growth, promoting cost efficiencies and productivity enhancements throughout the Company. We believe that the Company’s financial performance is facilitated by the “pay for performance” design of our compensation program. Our program motivates our NEOs to deliver financial results, with the appropriate level of risk-taking, against performance metrics in a manner that ultimately aligns with the realized growth of shareholder equity value. Our NEOs have the opportunity to earn annual incentive awards provided that the Company achieves aggressive growth targets in Local Currency Net Sales and Operating Income. The Committee reviews and approves the performance metrics and weightings each year to ensure proper alignment of incentives.

  59. Targets and award determination

    | | Results for Bonus Purposes | | | | 2024 Target | | | 2021 | 2022 | 2023 | 2024 | | | Operating Income ($, millions) | 794.9(1) | 610.5(2) | 481.6(3) | 502.1(4) | 351.2 | | Local Currency Net Sales (millions) | 7,098 | 6,379 | 5,801 | 5,080 | 5,208 |

  60. Long-term incentive awards

    Long-term incentive awards Long-term incentive awards are designed to provide a link to long-term shareholder value through equity awards for our executives. Each year, the Committee determines the form of equity grant. Additional details of the 2024 equity awards made to our NEOs can be found below and in the tabular disclosure below under “2024 Grants of plan-based awards.” 2024 Long-term incentive awards — annual grant program As discussed under “Long term incentive program design changes for 2025” above, due to the challenging macroeconomic environment and industry dynamics during 2023 and 2024, we strategically and temporarily paused the use of PSUs. During that time, setting multi-year performance goals was challenging. As such, the Committee opted for the May 2024 grant to be a mix of SARs and RSUs. For additional information regarding the rationale for the 2024 LTI mix and the go-forward 2025 LTI mix, please refer to “Long term incentive program design changes for 2025” above, where we also discuss reintroducing PSUs as a key component of our compensation framework going forward. For 2024, the Committee set each named executive officer’s target long-term incentive value based on the executive’s position, scope of responsibilities, ability to influence Company results, and competitive pay practices among the Herbalife Peer Group. The table below shows each named executive officer’s 2024 target long-term incentive value and the allocation of that value

  61. Long-term incentive awards

    | 38 | Executive compensation |

  62. Long-term incentive awards

    between SARs and RSUs granted to the executives in May 2024. The Committee granted RSUs and SARs to the named executive officers to align the Company’s compensation program with general and peer group market practices, as well as align the interests of our named executive officers with those of our shareholders.

  63. Long-term incentive awards

    | NEO | Target LTI Value | SAR grant value(1) | Total SARs awarded | RSU grant value | Total RSUs awarded | | Michael O. Johnson | $8,000,000 | $3,999,996 | 982,800 | $3,999,992 | 495,662 | | John DeSimone | $7,250,000 | $7,249,997 | 1,532,769 | — | — | | Stephan Gratziani(2) | $2,300,000 | $1,724,999 | 349,190 | $574,992 | 60,020 | | Frank Lamberti | $1,400,000 | $1,049,997 | 212,550 | $349,996 | 36,534 | | Henry Wang | $1,400,000 | $1,049,997 | 212,550 | $349,996 | 36,534 | | Alexander Amezquita(3) | $1,400,000 | — | — | — | — |

  64. Long-term incentive awards

    (1) In December 2023, the Committee approved separate grants of 982,800 SARs, and 580,501 RSUs of which 84,839 immediately vested upon grant, to Mr. Johnson. In March 2024, the Committee approved a separate grant of 1,532,769 SARs to John DeSimone. All equity grants reflected in this table were made under the 2023 Plan. Grant values are set by the Committee and may vary slightly from amounts set forth in the 2024 Summary Compensation Table due in part to rounding down to the nearest whole unit in calculating the number of units granted on the grant date. (2) In December 2023, the Committee approved separate grants of 165,847 SARs and 27,881 RSUs, which were granted on February 16, 2024, to Mr. Gratziani in connection with his promotion from Chief Strategy Officer to President. (3) Effective March 17, 2024, Mr. Amezquita ceased to serve as the Company’s Chief Financial Officer.

  65. Restricted stock units

    Restricted stock units The 2024 RSUs awarded to each of our NEOs, other than Mr. Johnson, will vest in three equal annual installments subject to the NEO’s continuous employment through each vesting date. The number of RSUs that vest on each vesting date is settled in an equivalent number of shares of common stock.

  66. Stock appreciation rights

    Stock appreciation rights The 2024 SARs awarded to each of our NEOs, other than Messrs. Johnson and DeSimone, will vest in three equal annual installments subject to the NEO’s continuous employment through each vesting date. The SARs’ exercise price is equal to our share price on the date of grant. Vested SARs may be exercised at any time until the tenth anniversary of the grant date. Upon exercise, an NEO will receive shares with a value equal to the product of (i) the number of SARs exercised and (ii) an amount equal to the excess of the SARs’ exercise price over the share price on the date of exercise. The vesting schedules for Messrs. Johnson and DeSimone are described under “Employment and severance agreements.” 2022 PSU Results. Each of the NEOs, other than Messrs. Johnson and Gratziani, were granted PSUs in February 2022, the vesting of which were subject to the Company’s achievement level for two performance metrics set by the Committee as measured over a three-year performance period beginning January 1, 2022 and ending December 31, 2024, subject further to continued Company service. Each metric made up one-half of the 2022 PSU award granted to such NEOs, comprised of: Local Currency Net Sales (as defined above) and Adjusted EBIT (as defined below). Each metric is weighted equally to determine total payout and linear interpolation is used to determine the number of PSUs earned and vested for performance. In February 2025, following completion of the performance period and assessment of the performance metrics outlined below, the Committee found the performance metrics did not meet threshold performance requirements, resulting in 0% payout for the 2022 PSU awards.

  67. 2022 PSU Results

    2022 PSU Results 2022-2024 Performance Period

  68. 2022 PSU Results

    | 2021 PSU Performance Metrics | Performance Metrics Weightings | Criteria Range | Performance Based Eligibility Range | Actual Achievement | Actual% Achievement | Actual% Payout | | Local Currency Net Sales (in billions) | 50% | <$16.16 – $22.82 | 0% – 200% | $16.050 | 84.4% | 0% | | Adjusted EBIT (in billions)(1) | 50% | <$1.91 – $2.81 | 0% – 200% | $1.741 | 77.5% | 0% | | Actual Total Payout: | | | | | | 0% |

  69. 2022 PSU Results

    (1) For purposes of 2022 PSU performance metrics, Adjusted EBIT is the Company’s earnings before interest or tax, adjusted in the same manner that the Company makes adjustments for public presentations and annual bonus purposes, including but not limited to adjustments to eliminate the impact of changes in currency exchange rates; tax settlement cost or accruals (non-income tax) relating to tax contingencies for tax matters related to periods prior to the beginning of the applicable performance period; long-term asset impairment charges; inventory reserves related to defective raw materials and finished goods obtained from third parties; expenses related to attacks on the Company’s business model, regulatory inquiries and regulatory settlements; litigation costs and settlements not budgeted for in the long-range forecast; impact from business acquisitions and dispositions; impact from new accounting pronouncements adopted; and one-time costs related to internal restructuring transactions.

  70. 2022 PSU Results

    | Executive compensation | 39 |

  71. Equity award grant policy

    Equity award grant policy It is the Company’s policy to make annual equity grants to all eligible employees during an “open trading window”, which typically begins the second trading day following our release of quarterly financial results. We also follow a quarterly grant approval process where awards are authorized for newly-hired employees and to newly promoted executives other than our executive officers. All annual equity awards made to our NEOs and other executives are made pursuant to this equity grant policy, which was approved by the Committee. During 2024, the Committee did not consider material nonpublic information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Committee did not grant SARs to any NEO in 2024 during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that disclosed material nonpublic information. The Company also maintains an Employee Stock Purchase Plan. Pursuant to the terms of the Employee Stock Purchase Plan, purchases under the plan are based on the closing stock price on the last trading day of each fiscal quarter. We encourage all Section 16 officers to utilize a Rule 10b5-1 trading plan when exercising or selling any of the Company’s equity.

  72. Employment and severance agreements

    Employment and severance agreements Other than Mr. Johnson (who is not eligible under the terms of his 2025 employment agreement), our NEOs participate in the Herbalife International of America, Inc. Executive Officer Severance Plan, or the Severance Plan, which provides for certain benefits upon death, disability, resignation by the executive with good reason or termination by the Company without cause. For additional details regarding the Severance Plan, please see “Potential Payments Upon Termination or Change in Control.” Separation benefits include cash payments and other benefits in an amount the Company believes is appropriate. The Company requires a general release in connection with the individual separation agreements. Additional payments may be approved by the Committee in some circumstances, especially where the Company desires particular non-disparagement, cooperation with litigation, non-competition and non-solicitation terms. The Company’s Amended and Restated 2023 Stock Incentive Plan and equity compensation awards granted to the NEOs contain change in control and termination provisions. In general, these arrangements provide for benefits upon a termination of such executive’s employment in connection with a change in control. Accelerated vesting of equity-based awards is generally triggered when a change in control event occurs and either the acquiring or surviving entity fails to assume or continue the stock-based award or the executive is involuntarily terminated, other than for disability, cause or gross misconduct, within a certain period of time after the effective date of the change of control event. These arrangements are intended to preserve morale and productivity and encourage retention in the face of the disruptive impact of a change in control of the Company. Based on a competitive analysis of the severance and change in control arrangements maintained by the companies in the Herbalife Peer Group, the Committee believes that these benefits are customary among the Herbalife Peer Group for executives in similar positions. Please refer to the discussion under “Potential Payments Upon Termination or Change in Control” for a more detailed discussion of our severance and change in control arrangements. The Company provides these benefits to NEOs to support their ability to assess and execute corporate opportunities in the best interests of shareholders without concern for the impact on their continued employment, as each of their offices is at heightened risk of turnover in the event of a change in control. We believe the severance and change of control benefits strike a balance between providing sufficient protections for the NEO while still providing post-termination compensation that we consider reasonable and in the interests of the Company and our shareholders.

  73. Michael Johnson

    Michael Johnson On February 6, 2025, we entered into a new employment agreement with Mr. Johnson, or the 2025 CEO Agreement. Pursuant to the 2025 CEO Agreement, the payments and benefits to which Mr. Johnson is entitled to include (i) annual base salary of $1,280,000, (ii) eligibility for an annual bonus targeted at $1,920,000 (with a maximum bonus of 200% of target), and (iii) equity incentive awards having a grant date fair value equal to $8,000,000, or the Equity Awards. Pursuant to the CEO Employment Agreement, the Equity Awards will be the same type and mix (if any) of equity incentive awards as those granted to the Company’s Executive Vice Presidents for fiscal year 2025 under the 2023 Plan. In connection with his transition to the role of Executive Chairman on May 1, 2025, Mr. Johnson’s salary will be reduced to $740,741, and his annual bonus target will be reduced to equal to 125% of his base salary. Mr. Johnson will remain eligible for Equity Awards with a grant date fair value equal to $8,000,000 (of which $2,666,666 is in connection with 4 months of service as Chief Executive Officer beginning from January 1, 2025 through May 1, 2025, plus $5,333,334 for 12 months of service from May 1, 2025 as Executive Chairman). The Equity Awards will vest, subject to continued service through the applicable vesting date as an employee and/or member of the Board, in two installments, 50% on the first anniversary of the date on which they are granted, or the Grant Date, and 50% on the date of the Company’s Annual General Meeting of Shareholders in

  74. Michael Johnson

    2026. The SARs granted as part of the Equity Awards will remain outstanding for the full ten-year term unless Mr. Johnson’s employment is terminated for “cause” (as defined in the applicable award agreement). The PSU performance metrics will be the same as those for the Company’s Executive Vice Presidents, except that the vesting of the PSUs will be subject to achievement of cumulative goals set for fiscal years 2025 and 2026. Notwithstanding the foregoing, if (i) Mr. Johnson voluntarily resigns as Chief Executive Officer or Executive Chairman, as applicable, prior to the date of the Company’s Annual General Meeting of Shareholders in 2026, the unvested portion of the Equity Awards will be forfeited; (ii) Mr. Johnson is terminated as Chief Executive Officer or Executive Chairman, as applicable, without “cause” (as defined in the applicable award agreement) or is not re-elected or nominated by the Company for election to the Board, then, subject to his execution and non-revocation of a general release of claims in favor of the Company, the Equity Awards shall accelerate based on the number of days Mr. Johnson was providing continuous service as an employee and/or member of the Board during the vesting period and, for any PSUs, the Company’s achievement with respect to the applicable performance metric(s); or (iii) Mr. Johnson is involuntarily terminated from his position as Chief Executive Officer or Executive Chairman, as applicable, within twenty-four (24) months following a “change in control” (as defined in the Plan), the Equity Awards will be subject to acceleration as provided in Section 15(c) of the 2023 Plan. Mr. Johnson will continue to not be eligible to participate in the Herbalife International of America, Inc. Executive Officer Severance Plan. In connection with the CEO Employment Agreement as in effect on December 31, 2024, Mr. Johnson received the CEO Equity Awards. Pursuant to the CEO Employment Agreement, if: (i) Mr. Johnson is terminated as Chief Executive Officer and as a member of the Board without “cause” (as defined in the applicable award agreement), then, subject to his execution and non-revocation of a general release of claims in favor of the Company, the CEO Equity Awards shall vest pro-rata based on the number of days Mr. Johnson was providing continuous service as an employee and/or member of the Board during the vesting period and, for any PSUs, the Company’s achievement with respect to the applicable performance metric(s); (ii) the Board appoints a new non-interim Chief Executive Officer with an employment start date in 2025, the CEO Equity Awards shall accelerate based on the number of days Mr. Johnson was providing continuous service as Chief Executive Officer in 2025 and, for any PSUs, the Company’s achievement with respect to the applicable performance metric(s); or (iii) Mr. Johnson is involuntarily terminated within twenty-four (24) months following a “change in control” (as defined in the 2023 Plan), the CEO Equity Awards will be subject to acceleration as provided in Section 15(c) of the 2023 Plan.

  75. Compensation advisor

    consultant and to assist in evaluating our executive compensation programs and in setting executive officer compensation. Meridian reports directly to the Committee. During its period of engagement in 2024, Meridian regularly participated in Committee meetings and provided analyses and recommendations that inform the Committee’s decisions; identified peer group companies for competitive market comparisons; evaluated market pay data and competitive-position benchmarking; provided analyses and inputs on program structure, performance measures, and goals; provided updates on market trends and the regulatory environment as it relates to executive compensation; reviewed various management proposals presented to the Committee related to executive and board compensation; and worked with the Committee to validate and strengthen the pay-for-performance relationship. The Committee assessed the independence of Meridian. In its assessment, the Committee considered the following factors specified in the NYSE listing standards: (i) the provision of other services by the consulting firm to the Company; (ii) the amount of fees paid as a percentage of the total revenue of the consulting firm; (iii) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant or consulting firm with an executive officer of the Company. Meridian provided the Committee with confirmation of its independent status. Based on this evaluation, the Committee has determined that Meridian met the criteria for independence and that its work with the Committee during fiscal year 2024 did not raise any conflicts of interest.

  76. Peer group

    Peer group Our level of compensation for our NEOs was compared to compensation paid by the Herbalife Peer Group. The criteria used to identify the Herbalife Peer Group were: (1) principal operations in the U.S. with an international presence — we operate in 95 markets around the world in a highly regulated business where approximately 79% of our net sales for the year ended December 31, 2024, were generated outside of the United States; (2) financial scope — our management talent should be similar to that of companies of a similar size in terms of revenues and market capitalization; (3) industry — we compete for talent with other companies in consumer product related industries; and (4) common “peer of peers” — we examined companies that are most frequently considered peers by Herbalife’s peers. Annually, the Committee reviews the peer group and updates the group as appropriate. With respect to pay decisions regarding 2024 NEO compensation, the industry peer group was comprised of the seventeen 17 companies listed below. All of the peer companies were within the range of approximately 25% and 240% of Herbalife’s trailing twelve-month revenues at the time the peer group was established in July 2023. The peer group median revenue of $5.4 billion and median market capitalization of $5.4 billion, in each case at the time the Herbalife Peer Group was established, were comparable to those of Herbalife. During this period, the Herbalife Peer Group consisted of the following:

  77. Peer group

    | Company | Industry | Revenue (last twelve months)* ($ millions) | Market capitalization* ($ millions) | | BellRing Brands, Inc. | Personal Care Products | $2,099 | $9,717 | | Campbell Soup Co | Packaged Foods and Meats | $10,119 | $12,485 | | Church & Dwight Inc. | Household Products | $6,107 | $25,654 | | The Clorox Company | Household Products | $7,165 | $20,103 | | Conagra Brands, Inc. | Packaged Foods and Meats | $11,929 | $13,246 | | Coty Inc. | Personal Care Products | $6,090 | $6,054 | | Edgewell Personal Care Co | Personal Care Products | $2,243 | $1,637 | | Hain Celestial Group Inc. | Packaged Foods and Meats | $1,663 | $555 | | International Flavors & Fragrances | Specialty Chemicals | $11,484 | $21,618 | | The J.M. Smucker Company | Packaged Foods and Meats | $8,788 | $11,719 | | Medifast, Inc. | Personal Care Products | $6,724 | $20,452 | | McCormick & Co, Inc. | Packaged Foods and Meats | $602 | $188 | | Nu Skin Enterprises Inc. | Personal Care Products | $1,732 | $343 | | Post Holdings Inc. | Packaged Foods and Meats | $7,932 | $6,659 | | Spectrum Brands Holdings, Inc. | Household Products | $2,972 | $2,370 | | TreeHouse Foods, Inc. | Packaged Foods and Meats | $3,354 | $1,799 | | Tupperware Brands Corp | Housewares and Specialties | N/A | N/A | | Herbalife Ltd. | Personal Care Products | $4,993 | $674 | | Percentile Rank | | 44% | 14% |

  78. Peer group

    * Effective as of December 31, 2024 (with information available as of March 5, 2025). The Committee reviewed the Herbalife Peer Group in July 2024, and approved the removal of Tupperware Brands Corp from the Peer Group, which is effective for 2025 pay decisions.

  79. Peer group

    | 44 | Executive compensation |

  80. 2024 Summary compensation table

    2024 Summary compensation table The following table sets forth the total compensation for the fiscal years ended December 31, 2024, 2023 and 2022, of our NEOs.

  81. 2024 Summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($) | Total ($) | | Michael O. Johnson | 2024 | 1,230,769 | — | 4,684,643 | 3,999,996 | 2,762,155 | 529,956(3) | 13,207,519 | | Chairman and Chief | 2023 | 1 | 250,000 | — | — | 684,657 | $341,907 | 1,276,565 | | Executive Officer | 2022 | 1 | | 5,134,987 | 5,000,000 | — | 204,030 | 10,339,018 | | John DeSimone* | 2024 | 6,274 | — | — | 7,249,997 | — | 1,405(4) | 7,257,676 | | Chief Financial | — | — | — | — | — | — | — | — | | Officer | 2022 | 562,873 | | 2,249,961 | — | — | 23,435 | 2,836,269 | | Stephan Gratziani* | 2024 | 648,519 | | 799,991 | 2,399,996 | 794,601 | 1,017,934(5) | 5,661,041 | | President | — | — | | — | — | — | — | — | | | — | — | | — | — | — | — | — | | Frank Lamberti | 2024 | 625,000 | | 349,996 | 1,049,997 | 1,000,000 | 7,768(6) | 3,032,761 | | Chief Commercial | 2023 | 605,096 | | 349,989 | 1,049,990 | 213,308 | 11,259 | 2,229,642 | | Officer | 2022 | 566,500 | | 1,849,960 | — | — | 14,409 | 2,430,869 | | Henry Wang | 2024 | 600,000 | | 349,996 | 1,049,997 | 690,539 | 17,934(7) | 2,708,466 | | Chief Legal Officer | 2023 | 590,385 | | 349,996 | 1,049,995 | 265,399 | 15,534 | 2,271,309 | | and Corporate | 2022 | 550,000 | | 2,299,959 | — | — | 13,734 | 2,863,693 | | Secretary | | | | | | | | | | Alexander Amezquita | 2024 | 312,500 | — | — | — | 326,245 | 1,426,251(8) | 2,064,996 | | Former Chief Financial | 2023 | 610,577 | — | 349,996 | 1,049,995 | 277,478 | 23,704 | 2,311,750 | | Officer | 2022 | 540,385 | — | 2,299,959 | — | — | 21,972 | 2,862,316 |

  82. 2024 Summary compensation table

    * Mr. Gratziani was a NEO for the first time in 2024. Accordingly, only information relating to Mr. Gratziani’ s fiscal year 2024 compensation is included in the compensation tables and related discussions of NEO compensation. Mr. DeSimone was not an NEO in 2023. Also, Mr. DeSimone was the Chief Strategic Officer in 2022. (1) Amounts represent the aggregate grant date fair value of the relevant award(s) presented in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” See Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. (2) Incentive plan amounts determined as more specifically discussed under “— Compensation discussion and analysis — Annual incentive awards & long-term incentive program — Targets and award determination.”

  83. 2024 Summary compensation table

    | 46 | Executive compensation |

  84. 2024 Summary compensation table

    (3) Amounts disclosed in this column for Mr. Johnson for 2024 include: (1) $529,272 non-business use of private aircraft and (ii) $684 in Company-paid premiums for executive life insurance. The Company determines the aggregate incremental cost of personal usage of Company chartered aircraft based on actual costs or charges incurred. For income tax purposes, the amounts included in Mr. Johnson’s income are calculated based on the standard industry fare level valuation method. (4) Amounts disclosed in this column for Mr. DeSimone for 2024 include: (i) $513 in Company-paid premiums for executive life insurance; and (ii) $892 in Company paid 401(k) matching contributions. (5) Amounts disclosed in this column for Mr. Gratziani for 2024 include: (i) $684 in Company-paid premiums for executive life insurance; (ii) $17,250 in Company paid 401(k) matching contributions; and (iii) $1,000,000 as payment for the suspension of his distributorship. (6) Amounts disclosed in this column for Mr. Lamberti for 2024 include: (i) $684 in Company-paid premiums for executive life insurance; and (ii) $7,084 in Company paid 401(k) matching contributions. (7) Amounts disclosed in this column for Mr. Wang for 2024 include: (i) $684 in Company-paid premiums for executive life insurance; and (ii) $17,250 in Company paid 401(k) matching contributions. (8) Amounts disclosed in this column for Mr. Amezquita for 2024 include: (i) $342 in Company-paid premiums for executive life insurance; (ii) $15,544 in Company paid 401(k) matching contributions; (iii) $1,410,364 paid pursuant to the Separation Agreement and General Release entered into between the Company’s subsidiary, Herbalife International of America, Inc. and Mr. Amezquita.

  85. 2024 Grants of plan-based awards

    2024 Grants of plan-based awards The following table sets forth all grants of plan-based awards made to the NEOs during the fiscal year ended December 31, 2024. For further discussion regarding the grants see “— Compensation discussion and analysis — Long-term incentive awards.”

  86. 2024 Grants of plan-based awards

    | NEO | Grant Date(1) | Estimated future payouts under non-equity incentive plan awards(2) | | Estimated future payouts under equity incentive plan awards | All other stock awards: number of shares or stock units(1) (#) | All other SAR awards: number of securities underlying SARS(1) (#) | Exercise or base price of SAR Awards ($/share) | Grant date fair value of Stock and SAR Awards ($) | | | | Target ($) | Maximum ($) | Target (#) | | | | | | Michael O. Johnson | | 1,920,000 | 2,762,155 | | | | | | | | 02/16/2024 | | | | 580,501 | | | 4,684,643 | | | 02/16/2024 | | | | | 982,800 | 8.07 | 3,999,996 | | John DeSimone | | — | — | | | | | | | | 03/25/2024 | | | | | 1,532,769 | 9.33 | 7,249,997 | | Stephan Gratziani | | 552,335 | 794,601 | | | | | | | | 02/16/2024 | | | | 27,881 | | | 225,000 | | | 02/16/2024 | | | | | 165,847 | 8.07 | 674,997 | | | 05/03/2024 | | | | 60,020 | | | 574,992 | | | 05/03/2024 | | | | | 349,190 | 9.58 | 1,724,999 | | Frank Lamberti | | 500,000 | 1,000,000 | | | | | | | | 05/03/2024 | | | | 36,534 | | | 349,996 | | | 05/03/2024 | | | | | 212,550 | 9.58 | 1,049,997 | | Henry Wang | | 480,000 | 690,539 | | | | | | | | 05/03/2024 | | | | 36,534 | | | 349,996 | | | 05/03/2024 | | | | | 212,550 | 9.58 | 1,049,997 | | Alexander Amezquita(3) | — | — | — | | — | — | — | — |

  87. 2024 Grants of plan-based awards

    (1) The Committee approved the annual equity awards in May 2024. In December 2023, the Committee approved separate grants of 982,800 SARs, and 580,501 RSUs of which 84,839 immediately vested upon grant, to Mr. Johnson, and 165,847 SARs and 27,881 RSUs to Mr. Gratziani. In March 2024, the Committee approved a separate grant of 1,532,769 SARs to John DeSimone. All equity grants reflected in this table were made under the 2023 Plan. Grant values are set by the Committee and may vary slightly from amounts set forth in the 2023 Summary Compensation Table due in part to rounding down to the nearest whole unit in calculating the number of units granted on the grant date. (2) Calculated using prorated salaries due to NEO salary changes during the year, as further outlined under “Base Salaries” above. (3) Mr. Amezquita departed from the Company in March 2024 and was no longer eligible under the 2024 annual incentive plan.

  88. 2024 Grants of plan-based awards

    | Executive compensation | 47 |

  89. Narrative disclosure to summary compensation table and grants of plan-based awards

    Narrative disclosure to summary compensation table and grants of plan-based awards Equity Awards. In fiscal year 2024, we granted each of our NEOs long-term performance-based compensation in the form of SARs and RSUs. All equity awards shown in this table were granted under the 2023 Plan. SARs awarded to our NEOs in fiscal year 2024 will vest, subject to continued employment, over 3 years. RSUs awarded to our NEOs in fiscal year 2024 will vest, subject to continued employment over 3 years. The circumstances pursuant to which the equity awards have accelerated vesting are described below in the section entitled “Potential Payments Upon Termination or Change in Control.” For additional information regarding the rationale for the 2024 LTI mix and the go-forward 2025 LTI mix, please refer to “Long term incentive program design changes for 2025” above, where we also discuss reintroducing PSUs as a key component of our compensation framework. Non-Equity Incentive Plan Compensation Awards. These amounts reflect the potential threshold, target and maximum annual incentive bonus awards payable to our NEOs as annual incentive bonuses for fiscal year 2024. Target bonus amounts assume achievement of the objective goals at the target amounts. Maximum bonus amounts assume achievement of the objective goals at the maximum for a payout of 200% of target. The NEOs received actual bonuses for fiscal year 2024 in the amounts shown in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table.

  90. Narrative disclosure to summary compensation table and grants of plan-based awards

    | 48 | Executive compensation |

  91. Outstanding equity awards at 2024 fiscal year-end

    Outstanding equity awards at 2024 fiscal year-end The following table sets forth equity awards of the NEOs outstanding as of December 31, 2024.

  92. Outstanding equity awards at 2024 fiscal year-end

    | NEO | Grant Date | Option/Stock Appreciation Right Awards | | | | Stock Awards | | | | | Number of securities underlying unexercised options/SARs exercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options/SARs (#) | Exercise Price ($) | Expiration date | Equity incentive plan awards: number of unearned stock units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Michael O. Johnson | 12/22/2022 | 783,699 | | 14.45 | 12/22/2032(1) | | | | | 02/16/2024 | | 982,800(2) | 8.07 | 02/16/2034 | | | | | 02/16/2024 | | | | | 495,662(3) | $3,315,979 | | John DeSimone | 05/19/2016 | 116,560 | | 31.255 | 05/09/2026(1) | | | | | 02/27/2017 | 122,528 | | 28.595 | 02/27/2027(1) | | | | | 02/25/2022 | | | | | 9,214(4) | $61,642 | | | 02/16/2023 | 72,282(5) | 144,565 | 20.17 | 02/16/2033 | | | | | 02/16/2023 | | | | | 65,940(6) | $441,139 | | | 03/25/2024 | | 1,532,769(2) | 9.33 | 03/25/2034 | | | | Stephan Gratziani | 08/04/2023 | 235,404(2) | 235,405 | 18.61 | 08/04/2033 | | | | | 11/03/2023 | 51,622(5) | 103,245 | 13.26 | 11/03/2033 | | | | | 11/03/2023 | | | | | 17,597(6) | $117,724 | | | 02/16/2024 | | 165,847(5) | 8.07 | 02/16/2034 | | | | | 02/16/2024 | | | | | 27,881(6) | $186,524 | | | 05/03/2024 | | 349,190(5) | 9.58 | 05/03/2034 | | | | | 05/03/2024 | | | | | 60,020(6) | $401,534 | | Frank Lamberti | 03/02/2015 | 14,070 | | 15.220 | 03/02/2025(1) | | | | | 02/29/2016 | 12,540 | | 27.375 | 02/28/2026(1) | | | | | 05/09/2016 | 30,231 | | 31.255 | 05/09/2026(1) | | | | | 02/27/2017 | 31,779 | | 28.595 | 02/27/2027(1) | | | | | 02/25/2022 | | | | | 2,662(4) | $17,809 | | | 05/04/2023 | 26,682(5) | 53,367 | 13.60 | 05/04/2033 | | | | | 05/04/2023 | | | | | 7,966(6) | $53,293 | | | 08/04/2023 | 21,477(5) | 42,955 | 18.61 | 08/04/2033 | | | | | 08/04/2023 | | | | | 6,717(6) | $44,937 | | | 05/03/2024 | | 212,550(5) | 9.58 | 05/03/2034 | | | | | 05/03/2024 | | | | | 36,534(6) | $244,412 | | Henry Wang | 05/09/2016 | 9,040 | | 31.255 | 05/09/2026(1) | | | | | 02/27/2017 | 12,288 | | 28.595 | 02/27/2027(1) | | | | | 02/25/2022 | | | | | 4,505(4) | $30,138 | | | 05/04/2023 | 57,470(5) | 114,493 | 13.60 | 05/04/2033 | | | | | 05/04/2023 | | | | | 17,157(6) | $114,780 | | | 05/03/2024 | | 212,550(5) | 9.58 | 05/03/2034 | | | | | 05/04/2023 | | | | | 36,534(6) | $244,412 | | Alexander Amezquita | — | — | — | — | — | — | — |

  93. Outstanding equity awards at 2024 fiscal year-end

    (1) These SARs were fully vested as of December 31, 2024. (2) Subject to continued employment, these SARs vest annually, 50% on the first anniversary and 50% on the second anniversary of the grant date. (3) Subject to continued employment, these RSUs vest annually, 50% on the first anniversary and 50% on the second anniversary of the grant date. (4) Subject to continued employment, these RSUs vest annually, 20% on the first anniversary, 20% on the second anniversary and 60% on the third anniversary of the grant date. (5) Subject to continued employment, these SARs vest 1/3 each year on the anniversary of the grant date for three years. (6) Subject to continued employment, these RSUs vest 1/3 each year on the anniversary of the grant date for three years.

  94. Outstanding equity awards at 2024 fiscal year-end

    | Executive compensation | 49 |

  95. 2024 Option exercises and stock vested

    2024 Option exercises and stock vested The following table sets forth information with respect to Common Shares acquired upon the exercise of stock options/SARs and the vesting of stock awards of the NEOs during the fiscal year ended December 31, 2024.

  96. 2024 Option exercises and stock vested

    | NEO | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Michael O. Johnson | — | — | 257,849 | 1,805,756 | | John DeSimone | — | — | 52,834(1) | 463,140 | | Stephan Gratziani | — | — | 8,798 | 68,888 | | Frank Lamberti | — | — | 107,716(1) | 880,914 | | Henry Wang | — | — | 110,687(1) | 906,266 | | Alexander Amezquita | — | — | 14,590(1) | 141,196 |

  97. 2024 Option exercises and stock vested

    (1) Number includes PSUs that were acquired in February 2024, following certification of the performance thresholds by the Compensation Committee once the performance metrics results were available.

  98. 2024 Non-qualified deferred compensation table

    2024 Non-qualified deferred compensation table The following table sets forth all non-qualified deferred compensation of the NEOs for the fiscal year ended December 31, 2024 pursuant to the Herbalife International of America, Inc. Senior Executive Deferred Compensation Plan, effective January 1, 1996, as amended and restated, or the Senior Executive Plan.

  99. 2024 Non-qualified deferred compensation table

    | NEO | Executive contributions in last FY ($) | Company contributions in last FY ($)(1) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distribution ($) | Aggregate balance at last FYE ($) | | Michael O. Johnson | — | — | — | — | — | | John DeSimone | 269 | — | 136,031 | — | 982,235(2) | | Stephan Gratziani | — | — | — | — | — | | Frank Lamberti | — | — | 4,657 | 82,830 | 42,850 | | Henry Wang | — | — | — | — | — | | Alexander Amezquita | 12,500 | — | 8,562 | — | 111,116(3) |

  100. 2024 Non-qualified deferred compensation table

    (1) Amounts reported as compensation in “All Other Compensation” in the “2024 Summary Compensation Table”. Each amount represents contributions earned in 2024 but credited to the NEO’s account in 2025 and thus not part of the “Aggregate balance at last FYE.” (2) Includes $468,092 for Mr. DeSimone for the reported years 2012 to 2022, which have been included in the Summary Compensation Table of the Company’s previously filed proxy statements. (3) Includes $84,898 for Mr. Amezquita for the reported years 2012 to 2023, which have been included in the Summary Compensation Table of the Company’s previously filed proxy statements.

  101. 2024 Non-qualified deferred compensation table

    | 50 | Executive compensation |

  102. 2024 Non-qualified deferred compensation table

    Non-qualified deferred compensation plans. We maintain the Senior Executive Plan, which covers all eligible employees at the rank of Senior Vice President and higher. The Senior Executive Plan is unfunded and benefits are paid from the Company’s general assets, except that the Company has contributed amounts to a “rabbi trust” which assets will be used to pay benefits if we remain solvent, but can be reached by our creditors if we become insolvent. The Senior Executive Plan allows eligible employees, who are selected by the administrative committee that manages and administers the plan, or the Deferred Compensation Committee, to elect annually to defer up to 75% of their annual base salary and up to 100% of their annual bonus for each calendar year, or the Annual Deferral Amount. We make matching contributions on behalf of each participant in the Senior Executive Plan, which matching contributions are 100% vested at all times. Effective January 1, 2013, the matching contribution under the Senior Executive Plan was changed to 3.5% of a participant’s annual base salary in excess of the qualified plan annual compensation limit and the amount by which deferrals reduce 401(k) eligible pay below the IRS limit. Each participant in the Senior Executive Plan may determine how his or her Annual Deferral Amount and matching contributions, if any, will be deemed to be invested by choosing among several investment funds or indices designated by the Deferred Compensation Committee. The Senior Executive Plan, however, does not require us to actually acquire or hold any investment fund or other assets to fund the Senior Executive Plan. The entire interest of each participant in the Senior Executive Plan is always fully vested and non-forfeitable. In connection with a participant’s election to defer an Annual Deferral Amount, the participant may also elect to receive a “Scheduled In-Service Withdrawal” equal to the Annual Deferral Amount and the matching contributions, if any, attributable thereto plus earnings, and shall be payable two or more years after the end of the plan year in which the Annual Deferral Amount is actually deferred. As of January 2004, the Senior Executive Plan was amended to allow for deferral of the short-term payout date if the deferral is made within the time period specified therein. Subject to the short-term payout provision and specified exceptions for unforeseeable financial emergencies, a participant may not withdraw, without incurring a ten percent (10%) withdrawal penalty, all or any portion of his or her account under the Senior Executive Plan prior to the date that such participant either (1) is determined by the Deferred Compensation Committee to have incurred permanent and total disability or (2) dies or otherwise terminates employment.

  103. Potential payments upon termination or change in control

    Potential payments upon termination or change in control The information below describes certain compensation that would have become payable under existing plans and contractual arrangements assuming a termination of employment and/or change in control had occurred on December 31, 2024 based upon the closing price of a Common Share on the NYSE on December 31, 2024 of $6.69, given the NEOs’ compensation and service levels as of such date. In addition to the benefits described below, upon any termination of employment, each of the NEOs would also be entitled to the amount shown in the column labeled “Aggregate Balance at Last FYE” in the “2024 Non-Qualified Deferred Compensation” table.

  104. Outstanding Equity Awards

    Outstanding Equity Awards Pursuant to each of the NEO’s RSU award agreements granted prior to 2022, the Committee has the discretion to accelerate the vesting of RSUs upon a Change in Control, as defined in the 2014 Plan. Pursuant to each of the NEO’s RSU award agreements granted in 2023 and 2024, and each of the NEO’s PSU award agreements, as applicable, in the event of their respective involuntary termination of employment within twenty-four months following a Change in Control, as defined in the 2023 Plan, or if the acquiring entity fails to assume or continue the stock-based award: (i) in the case of the RSUs, such unvested RSUs will immediately vest, and (ii) in the case of the PSUs, each will have the right to receive a payment based on performance through a date determined by the Committee prior to the Change in Control, unless such performance cannot be determined, in which case each will have the right to receive a payment equal to the target amount payable.

  105. Definitions

    | Pay ratio disclosure |

  106. Indemnification of directors and officers

    Indemnification of directors and officers The Company is a Cayman Islands exempted company incorporated with limited liability. As such, it is governed by the laws of the Cayman Islands with respect to the indemnification provisions. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Articles provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except in the case of (a) any fraud or dishonesty of such director or officer, (b) such director’s or officer’s conscious, intentional or willful breach of his or her obligation to act honestly, lawfully and in good faith with a view to the best interests of the Company or (c) any claims or rights of action to recover any gain, personal profit or other advantage to which the director or officer is not legally entitled. The Company has entered into an indemnification agreement with each of its directors and certain of its officers to supplement the indemnification protection available under the Articles. These indemnity agreements generally provide that the Company will indemnify the parties thereto to the fullest extent permitted by law. In addition to the indemnification provisions set forth above, the Company maintains insurance policies covering our directors and officers with respect to certain liabilities, including those arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, officers or persons controlling us pursuant to the foregoing, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

  107. Indemnification of directors and officers

    | 64 | Certain relationships and related transactions |

  108. Indemnification of directors and officers

    | Other transactions |

  109. Indemnification of directors and officers

    The 2024 earnings of Ms. Macadrai and Mr. Mendoza under the Company’s Marketing Plan resulting from their respective activities as Herbalife Members are discussed in the 2024 Director Compensation table. Additionally, the sister and brother-in-law of Mr. Mendoza, a director, earned approximately $1,682,585 in compensation in 2024 under Herbalife’s Marketing Plan resulting from their activities as Herbalife Members. Mr. Gratziani, who is an NEO, was paid approximately $1,000,000 in 2024, in consideration for suspending his distributorship operations. Additional information regarding the terms of this arrangement was disclosed in the Director Compensation table included in the Proxy Statement for the 2024 Annual General Meeting of Shareholders.

  110. Indemnification of directors and officers

    | Certain relationships and related transactions | 65 |

  111. Indemnification of directors and officers

    | Part 7 | Additional information |

  112. Indemnification of directors and officers

    | “Householding” of proxy materials |

  113. Indemnification of directors and officers

    The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for certain proxy materials with respect to two or more shareholders sharing the same address by delivering a single set of these proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding”, potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker if your Common Shares are held in a brokerage account or the Company if you hold Common Shares directly. You can notify the Company by sending a written request to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015, by email to corpsec@herbalife.com, or by calling (866) 866-4744. However, please note that if you want to receive a paper proxy or voting instruction form or other proxy materials with respect to the Meeting, you should follow the instructions to request such materials included in the Notice of Internet Availability of Proxy Materials that was sent to you.

  114. Indemnification of directors and officers

    | Shareholder nominations |

  115. Indemnification of directors and officers

    Your attention is drawn to Articles 77 to 80 of the Articles in relation to the requirements applicable to any shareholder who wishes to nominate a person for election as a director. For such nomination to be properly brought before an annual general meeting by a shareholder, a shareholder notice addressed to the Corporate Secretary must have been delivered to or mailed and received at the registered office of the Company or such other address as the Corporate Secretary may designate not less than 90 days prior to the date of the meeting, or not later than the 10th day following the date of the first public announcement of the date of such meeting, whichever is later, nor more than 120 days prior to the date of such meeting. The notice to the Corporate Secretary must set forth (a) as to each person whom the shareholder proposes to nominate, all information relating to such person that is required to be disclosed in solicitations of proxies for appointment of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if appointed, and (b) as to the shareholder giving the notice (i) the name and address of such shareholder, as they appear on the register of members, (ii) the class and number of Common Shares that are owned beneficially and/or of record by such shareholder, (iii) a representation that the shareholder is a registered holder of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination and (iv) a statement as to whether the shareholder intends or is part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding share capital required to approve or elect the nominee for appointment and/or (y) otherwise to solicit proxies from shareholders in support of such nomination. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person nominated by a shareholder shall be eligible for election as a director of the Company unless nominated in accordance with these procedures. Nominations not meeting these requirements will be disregarded.

  116. Indemnification of directors and officers

    | 66 | Additional information |

  117. Indemnification of directors and officers

    In addition to satisfying the advanced notice requirements in the Articles, a shareholder who intends to solicit proxies in support of nominees submitted under these provisions of the Articles must provide proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act to our Corporate Secretary at the address noted above no later than the close of business on February 22, 2026.

  118. Indemnification of directors and officers

    | Shareholder proposals for the 2026 annual general meeting |

  119. Indemnification of directors and officers

    Pursuant to the Articles, for a shareholder to bring a matter before the 2026 annual general meeting, the business must be legally proper and written notice of the shareholder proposal must have been filed with the Corporate Secretary of the Company not less than 90 days prior to the date of the meeting, or not later than the 10th day following the date of the first public announcement of the date of such meeting, whichever is later, nor more than 120 days prior to the meeting. For notice to be proper, it must set forth: (i) the name and address of the shareholder who intends to make the proposal as it appears in the Company’s records, (ii) the class and number of Common Shares of the Company that are owned by the shareholder submitting the proposal and (iii) a clear and concise statement of the proposal and the shareholder’s reasons for supporting it. If the Chair of the meeting determines that any such proposed business has not been properly brought before the meeting, he shall declare such business out of order, and such business shall not be conducted at the meeting. Shareholders interested in submitting a proposal for inclusion in the Company’s proxy statement and form of proxy for the 2026 annual general meeting of shareholders may do so by following the procedures prescribed in SEC Rule 14a-8 promulgated under the Exchange Act. To be eligible for inclusion, notice of shareholder proposals must be received by the Company’s Corporate Secretary no later than November 13, 2025. Proposals should be sent to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015. Proposals not meeting the applicable requirements will be disregarded.

  120. Indemnification of directors and officers

    | Codes of conduct and principles of corporate governance |

  121. Indemnification of directors and officers

    Our Board of Directors has adopted a Code of Conduct applicable to our directors, officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees, as well as Principles of Corporate Governance, in accordance with applicable rules and regulations of the SEC and the NYSE. Each of our Code of Conduct and Principles of Corporate Governance are available on our website at https://ir.herbalife.com/ corporate-governance, or in print to any shareholder who requests it, as set forth under the subsection “Annual report, financial and additional information.” Any amendment or waiver of a provision of the Company’s Code of Conduct requiring disclosure under applicable rules with respect to any of the Company’s executive officers or directors will be posted on the Company’s website within four business days of such amendment or waiver at www.herbalife.com.

  122. Indemnification of directors and officers

    | Annual report, financial and additional information |

  123. Indemnification of directors and officers

    The Company’s Annual Report on Form 10-K for the year ended December 31, 2024 was filed with the SEC on February 19, 2025. A copy of the Company’s Annual Report on Form 10-K will be furnished to each shareholder of record on the Record Date who requests such materials as set forth below. The Company’s filings with the SEC are all accessible on the Company’s website at https://ir.herbalife.com/financial-information/sec-filings. The Company will furnish without charge a copy of its SEC filings to any person requesting in writing and stating that he or she is a beneficial owner of Common Shares. In addition, the Company will furnish without charge a copy of the Company’s Annual Report on Form 10-K, including the financial statements and schedules thereto, and the other documents referenced herein as available to shareholders upon request, to any person requesting in writing and stating that he or she is the beneficial owner of Common Shares of the Company. Requests and inquiries should be addressed to: