Herbalife Ltd.

Committee Composition

  Audit Compensation Nominating and Governance
Michael O. Johnson Chairman of the Board      
Michael Johnson Executive Chairman

Michael O. Johnson is executive chairman of Herbalife Nutrition, a premier nutrition company that serves customers in more than 90 countries. Johnson is a passionate proponent of Herbalife Nutrition’s mission to improve the nutrition habits of people worldwide and strengthen our communities.  As executive chairman, his focus is on initiatives that can positively impact obesity, healthy aging and other issues affecting our society. He also remains a regular voice of Herbalife Nutrition to Independent Herbalife Distributors.

Johnson previously served as Herbalife Nutrition’s CEO from 2003 to 2017, and its Chairman since 2007. Under his leadership, Herbalife Nutrition grew from 2003 net sales of $1.1 billion to $4.5 billion in 2016; introduced industry-leading standards in consumer protection; and built a global brand through its sponsorship of more than 200 teams, athletes and fitness events around the world, including the LA Galaxy and international soccer star Cristiano Ronaldo.

Recognized for his vision and leadership in nutrition and health, Johnson strengthened Herbalife Nutrition’s product development and manufacturing through the development and execution of a strategy that ensures rigorous quality standards and control of product integrity. Johnson’s industry leading initiatives saw significant investment in scientific areas of R&D, quality assurance, product safety and compliance; the creation of a more vertical supply chain; partnerships established with world-class ingredient suppliers and farmers of key ingredients; and the building of a team of industry leading scientists and experts who innovate in the nutrition field, while maintaining a high standard of product quality.

Johnson is also chairman of the Herbalife Family Foundation (HFF), which is funded through donations from Herbalife Nutrition, its Distributors, employees, families and friends. In 2005, HFF launched its worldwide Casa Herbalife Program to help bring good nutrition to vulnerable children – there are now more than 120 Casa Herbalife programs helping bring good nutrition to over 100,000 children around the world every day.

Outside the boardroom, Johnson is a fitness enthusiast and has been participating in triathlons and cycling races for more than 30 years.  He has encouraged Herbalife Distributors and employees to join with him in participating in triathlons, marathons, cycling and fitness events around the world. Earlier in his career, Johnson spent 17 years with The Walt Disney Company where he served as president of Disney International.

Richard P. Bermingham Committee Chair for Audit Committee Member of Compensation Committee  
Richard Bermingham Director

Mr. Bermingham is currently retired, and has over 40 years of business experience. From 1994 to 1997, Mr. Bermingham was the Vice Chairman of the Board of American Golf Corporation. Mr. Bermingham worked for Collins Food International, which was acquired by Sizzler International, Inc., from 1967 to 1994. He served as the Chief Executive Officer and a member of the board of directors of this then publicly traded company for the period from 1987 to 1994. Mr. Bermingham served on the board of Ignite Restaurant Group, Inc. until December 31, 2013, the board of Interactive Health, Inc. until May 2011 and the board of EaglePicher Corp., until 2012. Mr. Bermingham was a certified public accountant and received his Bachelor of Science degree from the University of Colorado.

Richard H. Carmona     Committee Chair for Nominating and Governance Committee
Richard Carmona Director

Dr. Carmona has been Chief of Health Innovations of Canyon Ranch, a life-enhancement company, since August of 2017. He also served as Vice Chairman of Canyon Ranch, Chief Executive Officer of the Canyon Ranch Health division, and president of the nonprofit Canyon Ranch Institute from October 2006 to August of 2017. He is also the first Distinguished Professor of Public Health at the Mel and Enid Zuckerman College of Public Health at the University of Arizona. Prior to joining Canyon Ranch, Dr. Carmona served as the 17th Surgeon General of the United States from August 2002 through July 2006. Previously, he was Chairman of the State of Arizona Southern Regional Emergency Medical System; a professor of surgery, public health, and family and community medicine at the University of Arizona; and surgeon and deputy sheriff of the Pima County, Arizona, Sheriff’s Department. Dr. Carmona served in the U.S. Army and the Army’s Special Forces. Dr. Carmona is a director of Axon Enterprise, Inc., and the Clorox Company.


Jonathan Christodoro   Member of Compensation Committee Member of Nominating and Governance Committee

Jonathan Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from July 2012 to February 2017. Mr. Christodoro was responsible for identifying, analyzing and monitoring investment opportunities and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles at P2 Capital Partners, LLC, Prentice Capital Management, LP and S.A.C. Capital Advisors, LP. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro has been a director of: Xerox Corporation, a provider of document management solutions, since June 2016; Cheniere Energy, Inc., a developer of natural gas liquefaction and export facilities and related pipelines, since August 2015; PayPal Holdings, Inc., a technology platform company that enables digital and mobile payments worldwide, since July 2015; Lyft, Inc., a mobile ride-sharing application, since May 2015; and Enzon Pharmaceuticals, Inc., a biotechnology company, since October 2013 (and has been Chairman of the Board of Enzon since November 2013). Mr. Christodoro was previously a director of: Hologic, Inc., a supplier of diagnostic, medical imaging and surgical products, from December 2013 to March 2016; eBay Inc., a global commerce and payments company, from March 2015 to July 2015; Talisman Energy Inc., an independent oil and gas exploration and production company, from December 2013 to May 2015; and American Railcar Industries, Inc., a railcar manufacturing company, from June 2015 to February 2017. American Railcar Industries is indirectly controlled by Carl C. Icahn. Mr. Icahn has or previously had non−controlling interests in each of Xerox, Cheniere, PayPal, eBay, Lyft, Hologic, Talisman, Enzon and Herbalife through the ownership of securities. Mr. Christodoro received an M.B.A from the University of Pennsylvania's Wharton School of Business with Distinction, majoring in Finance and Entrepreneurial Management. Mr. Christodoro received a B.S. in Applied Economics and Management Magna Cum Laude with Honors Distinction in Research from Cornell University. Mr. Christodoro also served in the United States Marine Corps.Mr. Christodoro was recommended by the Icahn Parties pursuant to the Support Agreement.

Jeffrey T. Dunn  L     Member of Nominating and Governance Committee
Jeffrey Dunn Director

Mr. Dunn served as CEO of Juicero, Inc., a company that manufactures commercial grade, at home cold-press juicers and related customer support applications, from November 2016 to October 2017, and is a Venture Partner at Acre Venture Partners. Prior to joining Juicero, Inc, Mr. Dunn was President of Campbell Fresh, a division of Campbell Soup Company, where he led the launch of the company’s premium juice and salad dressing businesses, since February 2015. Before joining Campbell Soup Company, Mr. Dunn was CEO and President of Wm. Bolthouse Farms, Inc., since May 2008. Prior to joining Wm. Bolthouse Farms Inc., he was President and CEO of Ubiquity Brands, a rollup of several regional snack food businesses. Mr. Dunn also held various in leadership roles within The Coca-Cola Company, including serving as president of Coca-Cola North America from 1985 until 2004. He earned a bachelor’s degree in business from the University of Georgia and an MBA in management from Pepperdine University.

Holdings: 29,254 shares     View Transactions
Date Type Shares Traded Price Range
May 8, 2017 Acquisition (Non Open Market) 1,665 n/a
Mar 3, 2017 Disposition (Non Open Market) 5,353 55.99
Mar 3, 2017 Option Execute 13,064 22.94
Aug 19, 2016 Disposition (Non Open Market) 1,377 63.31
Aug 19, 2016 Option Execute 4,170 20.90
May 17, 2016 Acquisition (Non Open Market) 4,088 n/a
May 9, 2016 Acquisition (Non Open Market) 1,919 n/a
May 7, 2015 Acquisition (Non Open Market) 2,510 n/a
Apr 30, 2014 Acquisition (Non Open Market) 6,168 n/a
May 11, 2012 Buy 1,500 46.00
May 26, 2010 Buy 900 44.26
Hunter C. Gary   Member of Compensation Committee  
Hunter Gary Director

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

Mr. Gary has been a director of: Icahn Automotive Group LLC (“IA”), an automotive parts installer and retailer, since February 2016; Ferrous Resources Limited (“Ferrous”), an iron ore mining company, since June 2015; PSC Metals Inc. (“PSC”), a metal recycling company, since May 2012; Tropicana Entertainment Inc. (“TPCA”), a company that is primarily engaged in the business of owning and operating casinos and resorts, since March 2010; and WestPoint Home LLC, a home textiles manufacturer, since June 2007. Mr. Gary has also been a member of the Executive Committee of ACF Industries LLC (“ACF”), a railcar manufacturing company, since July 2015.

Mr. Gary was previously a director of: XO Holdings (“XO”), a competitive provider of telecom services, from September 2011 until January 2018; IEH Auto Parts LLC (“IEHAP”), a distributor of automotive aftermarket parts, from June 2015 to May 2017; Federal-Mogul Holdings Corporation (“FDML”), a supplier of automotive powertrain and safety components, from October 2012 to February 2016; Voltari Corporation (“VLTC”), a mobile data services provider, from October 2007 to September 2015; American Railcar Industries, Inc. (“ARI”), a railcar manufacturing company, from January 2008 to June 2015; and Viskase Companies Inc. (“VKSC”), a meat casing company, from August 2012 to June 2015.

ACF, ARI, Cadus, FDML, Ferrous, IA, IEHAP, IEP, PBYS, PSC, TPCA, VKSE, VLTC, WPH and XO of which each are indirectly controlled by Carl C. Icahn. Mr. Icahn also has a non-controlling interest in HLF through the ownership of securities.

Mr. Gary received his Bachelor of Science degree with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business.

Mr. Gary’s qualifications to serve on our Board include his extensive experience dealing with operations and oversight matters for a variety of companies which, in addition to his experience as a director of various companies, enables him to advise our board on a range of matters. Mr. Gary was recommended by the Icahn Parties pursuant to the Support Agreement.

Jesse A. Lynn     Member of Nominating and Governance Committee
Jesse Lynn Director

Mr. Lynn has been General Counsel of Icahn Enterprises L.P. (a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, real estate and home fashion) since January 2015. From September 2004 to January 2015, Mr. Lynn was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from February 2000 until September 2004. From September 1996 until February 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn has been a director of The Manitowoc Company, Inc., a capital goods manufacturer, since April 2015. Mr. Lynn received a B.A. in 1992 from the University of Michigan and a J.D. in 1996 from the Boston University School of Law.

Mr. Lynn’s qualifications to serve on our Board include his legal and finance experience gained both in private practice as well as his positions with Icahn Enterprises. Mr. Lynn was recommended by the Icahn Parties pursuant to the Support Agreement.

Michael Montelongo Member of Audit Committee    
Michael Montelongo Director

The Honorable Michael Montelongo, a former presidential appointee and Senate-confirmed official, is president and chief executive officer of GRC Advisory Services, LLC, a private firm specializing in board governance, risk management, and compliance matters. He is also a senior advisor at leadershipForward, a premier leadership performance firm serving Fortune 500 and small business clients and serves on the boards of the Larry H. Miller Management Corporation, Exostar LLC, and Aerospace Corporation. A frequent National Association of Corporate Directors (NACD) and Inside America’s Boardrooms speaker and panelist, Mr. Montelongo is an experienced c-level executive and board governance leader who has led commercial, public sector, and non-profit organizations and brings a unique and broad service industry and customer experience skill set in facilities and food service management, banking and financial services, automotive, professional sports, entertainment and retail services, outsourced technical services, telecommunications, professional services, and aerospace/defense, including tours in the U.S. Senate and the Pentagon. Focusing on strategy, financial and risk management (including cyber-risk), policymaking, and operations excellence for global commercial and public sector enterprises, he is recognized for leading change in large organizations.

Most recently, Mr. Montelongo served as chief administrative officer and senior vice president, public policy and corporate affairs for Sodexo, Inc., the leading $9 billion, 133,000-person quality of life services enterprise in North America. Previously, he was a Bush White House appointee serving as the 19th assistant secretary for financial management and chief financial officer of the U.S. Air Force and concluded his tenure at the Pentagon as acting secretary of the Air Force. A public policy expert, he is a lifetime member of the Council on Foreign Relations. Before joining the Bush administration, Mr. Montelongo was an executive with a global management consulting firm, a regional telecommunications company, and completed a career in the U.S. Army that included line and staff assignments, a Congressional Fellowship in the U.S. Senate, and service as an assistant professor teaching economics and political science at West Point.

The first in his extended family to attend college, Mr. Montelongo earned his bachelor’s degree in science from West Point and a master’s degree in business administration from Harvard Business School. Active in civic leadership, he volunteers for organizations that expand opportunities for young people, support community health and wellness, assist veterans, and promote national service. A recipient of military, government, and corporate awards, he is featured in several nationally-recognized Latino publications including being twice-listed in Hispanic Business Magazine’s 100 Most Influential Hispanics.

James L. Nelson Member of Audit Committee    
James Nelson Director

Mr. Nelson has served as a director and member of the audit committee of Icahn Enterprises GP (IEP) since June of 2001. Mr. Nelson currently serves as Chief Executive Officer of Global Net Lease, Inc., a publicly-traded real estate investment trust since July of 2017, and has served as a director and member of the audit committee of Global Net Lease, Inc., from March of 2017 until July 2017. Mr. Nelson was previously a director of New York REIT, Inc. from November 2015 until June 2017; a director and member of audit committees of the Viskase Companies, Inc. from April 2003 through April 2010; a director of American Entertainment Properties Corp. from December 2003 until March 2013; a director of Tropicana Entertainment Inc. from March 2010 until May 2014, and a member of its audit committee from March 2010 until December 2013 and a member of its nominating and governance committee until his resignation in May 2014; a director of Orbitex Financial Services Group from August 1995 until March 2001; a director and member of the audit committee of Shuffle Master, Inc., a gaming manufacturing company from January 2008 through June 2008; a director and audit committee member of Pacific Energy Resources Ltd., an energy producer, from March 2008 until March 2010; a director and as Chairman of the audit committee of Cequel Communications, an owner and operator of a large cable television system, from April 2008 to November 2012; a director and member of the audit committee of Take Two Interactive Software, Inc. a publisher, developer, and maker of video games and video game peripherals, from April 2010 through November 2013; a director and member of the compensation, governance and strategic alternatives committees of Voltari Corporation (f/k/a Motricity Inc.) from June 2011 to September 2015, and as Chairman of Voltari’s board of directors from January 2012 to September 2015; a director of VII Peaks Co- Optivist Income BDC II, Inc., an externally managed, closed-end management investment company, from November 2013 until August 2014; and a director of Ubiquity Corp from April 2014 until August 2014. Mr. Nelson was Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company from 1986 until 2009. From March 1998 through 2003, he was Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients; and from August 1995 until July 1999, Mr. Nelson was Chief Executive Officer and Co-Chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector.

Mr. Nelson brings to his service as a director his significant experience in leadership roles serving as Chief Executive Officer, Director and Chairman of audit committees. Mr. Nelson was recommended by the Icahn Parties pursuant to the Support Agreement.

Maria Otero   Committee Chair for Compensation Committee  
Maria Otero Director

Ms. Otero currently serves on the boards of Development Alternatives Inc. In 2009 she was nominated by President Obama and confirmed by the US Senate to serve as Undersecretary of State for Democracy and Global Affairs. On January 17, 2012, Secretary Clinton named Maria Otero as Undersecretary for Civilian Security, Democracy, and Human Rights, a newly created office and position at the State Department, where she served until 2013. During her time at the Department of State, Undersecretary Otero also served as the President’s Special Coordinator for Tibetan Issues. She became the highest ranking Hispanic official at the State Department and the first Latina undersecretary in its history. From 2000 to 2009 Ms. Otero served as President and CEO of Accion International, a global microfinance organization operating in 26 countries. In that capacity she chaired the board of Accion Investments, a global equity investment fund and represented Accion on the board of several microfinance banks. She was appointed by President Clinton to chair the board of the Inter-American Foundation and by President Bush to serve as vice-chair on the board of the US Institute of Peace. In 2006, she was appointed by Secretary General Kofi Annan to the U.N. Advisors Group on Inclusive Financial Sectors. 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. She is a member of the Council of Foreign Relations. 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 the Johns Hopkins University; and holds an honorary Doctorate of Humane Letters from Dartmouth College.

Ms. Otero’s qualifications to serve on our Board include an expansive career focused on empowering those less fortunate around the world, and her leadership, extensive public service and microfinance experience which add a valuable breadth and depth of knowledge to the Board.

Chair of the Board = Chair of the Board Committee Chair = Chair Committee Member = Member    L = Lead Independant Director

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