Proxy voting options

Your vote is important!

All shareholders are cordially invited to attend the Annual General Meeting. However, in order to assure your representation at the Annual General Meeting, you are urged to vote promptly. You may vote your shares via a toll-free telephone number, over the Internet or by completing, signing and mailing the proxy card or voting instruction form provided to you. Please follow the instructions on the proxy card or voting instruction form.

Proxies submitted by mail, the Internet or telephone must be received by 11:59 p.m., Eastern Time, on April 26, 2022.

Vote by internet

www.envisionreports.com/HLF

24 hours a day / 7 days a week

Instructions:

Vote by telephone

1.800.652.VOTE (8683) via touch tone phone

toll-free within the USA, US territories & Canada 24 hours a day / 7 days a week

Outside the USA, US territories & Canada, call 1.781.575.2300 via a touch tone phone. Standard rates will apply.

Instructions:

Place, time and date of meeting.    This Proxy Statement is being furnished to the Company’s shareholders in connection with the solicitation of proxies on behalf of our Board of Directors, or the Board, for use at the 2022 Annual General Meeting of Shareholders, or the Meeting, to be held on Wednesday, April 27, 2022 at 8:30 a.m., Pacific Daylight Time, and at any subsequent adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held at 800 W. Olympic Blvd., Suite 406, Los Angeles, CA 90015. Our telephone number is (213) 745-0500.

Record date and voting securities.    Only shareholders of record at the close of business on March 1, 2022, or the Record Date, or duly authorized proxy holders of such shareholders of record, are entitled to notice of, and to vote at, the Meeting. The Company has one series of common shares, or Common Shares, outstanding. Each owner of record on the Record Date is entitled to one vote for each Common Share held by such shareholder. On March 1, 2022, there were 109,866,338 Common Shares issued and outstanding.

Voting.    Each shareholder is entitled to one vote for each Common Share held on the Record Date on all matters submitted for consideration at the Meeting. A quorum, representing the holders of not less than a majority of the issued and outstanding Common Shares entitled to vote at the Meeting, must be present in person or by proxy at the Meeting for the transaction of business. Common Shares that reflect abstentions are treated as Common Shares that are present and entitled to vote for the purposes of establishing a quorum and determining the outcome of any matter submitted to the shareholders for

a vote that requires the approval of a specified percentage of shares present and entitled to vote.

“Broker non-votes” are Common Shares held in “street name” through a broker or other nominee over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions. Thus, if you do not give your broker or nominee specific instructions, your Common Shares may not be voted on certain matters. Common Shares that reflect “broker non-votes” are treated as Common Shares that are present and entitled to vote for the purposes of establishing a quorum. However, for the purposes of determining the outcome of any matter as to which the broker or nominee has indicated on the proxy that it does not have discretionary authority to vote, which is the case with all proposals to be considered at the Meeting other than proposal 3, those Common Shares will be treated as not present and not entitled to vote with respect to that matter, even though those Common Shares are considered present and entitled to vote for the purposes of establishing a quorum and may be entitled to vote on other matters.

See “Meaning of shareholder of record” below for additional information regarding the different ways you may hold your Common Shares.

Votes required for proposals and board recommendations.    The following table details information regarding the proposals to be voted on at the Meeting, the Board’s recommendation on how to vote on each proposal, the votes required to approve each proposal and the effect of abstentions and broker non-votes.

Revocability of proxies.    Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by either: (a) delivering to the Corporate Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date; (b) granting a subsequent proxy through the Internet or telephone; or (c) attending the Meeting and voting in person. However, please note that if you would like to vote at the Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

Proxy solicitation.    The Company bears the expense of printing and mailing proxy materials. Proxies may be solicited by certain of our directors, officers and employees, without additional compensation, in person, by telephone, facsimile or electronic mail. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of Common Shares.

Meeting attendance.    Only shareholders of record and beneficial owners as of the Record Date, their authorized proxy holders, and invited guests of the Board of Directors may attend the Meeting.

If you are a shareholder of record, in order to be admitted to the Meeting, you will need to produce picture identification (such as a valid driver’s license or passport) and either a copy of a form of proxy card or a Notice showing your name and address. If you are a beneficial owner and you wish to vote in person at the Meeting, you will need to obtain a proxy from the shareholder of record. If you are a beneficial owner or other authorized proxy holder, in order to attend the Meeting, you will need both an admission ticket and picture identification (such as a valid driver’s license or passport). To obtain an admission ticket to the Meeting, please send your written request to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015 or electronically by emailing corpsec@herbalife.com.

Your request must be received on or before April 17, 2022 and include a copy of a form of proxy card or voting instruction form confirming your appointment as a proxy holder of a shareholder of record. In your request, please include the address where your admission ticket should be mailed to, and any special assistance needs. The Board requests that persons attending the Meeting observe a

professional business dress code. The Company also does not permit the use of cameras or other recording devices at the Meeting.

We continue to actively monitor the continued public health and travel safety concerns relating to the COVID-19 pandemic and the advisories or mandates that federal, state, and local governments, and related agencies, may issue. In response, and in continued support for the health and safety of all, the Company will hold a live listen-only audio webcast of the Meeting. Shareholders may listen to the Meeting via live audio webcast by logging on to www.meetnow.global/MNQRLZZ using your control number. Please see below:

By email:    Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:    Computershare, Herbalife Nutrition Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Pursuant to the Company’s Amended and Restated Memorandum of Articles of Association, or the Articles, please be advised that shareholders will not be deemed to be “present” for quorum purposes and will not be able to vote their shares, or revoke or change a previously submitted vote, by logging onto the webcast of the Meeting. As a result, the Company strongly urges shareholders to submit their proxies or votes in advance of the Meeting.

In the event it is not possible or advisable to hold our Meeting in person as currently planned, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission, or the SEC, as proxy material. If you are planning to attend our Meeting, please check our Investor Relations website the week of the Meeting. As always, we encourage you to vote your shares prior to the Meeting.

Meaning of shareholder of record.    You are a shareholder of record only if your name is recorded on the Company’s register of members. If your name is not recorded on the Company’s register of members, any shares you hold in the Company are held beneficially. In this case you may still be entitled to direct the holder of your shares as to who should be appointed as proxy in respect of those shares and/or how to vote those shares on your behalf.

Shareholders who have purchased their shares on an exchange may hold those shares through a depository, in which case they are beneficial shareholders and not shareholders of record. If you hold your shares in “street name,” you are not a shareholder of record.

If you wish to inquire as to whether or not you are a shareholder of record, please contact our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015 or electronically by emailing corpsec@herbalife.com.

Additional information.    This Proxy Statement contains summaries of certain documents, but you are urged to read the documents yourself for complete information. The summaries are qualified in their entirety by reference to the complete text of the document. In the event that any of the terms, conditions or other provisions of any such document is inconsistent with or contrary to the description or terms in this Proxy Statement, such document will control. Each of these documents, as well as those documents referenced in this Proxy Statement as being available in print upon request, are available upon request to the Company by following the procedures described under Part 7 — “Annual report, financial and additional information”.

Under the listing standards of the New York Stock Exchange, or the NYSE, a majority of the members of the Board must satisfy the NYSE criteria for “independence”. No director qualifies as independent under the NYSE listing standards unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

The Board evaluates the independence of our directors annually and will review independence of individual directors on an interim basis as needed to consider changes in employment, relationships and other factors. Our Board has affirmatively determined that all of the directors and director nominees, as well as each individual who served as a director at any time during 2021, other than Dr. Agwunobi and Messrs. Johnson, Mendoza and Tartol, are independent in accordance with Section 303A.02 of the NYSE listing standards, or the NYSE Independence Standards. Under the NYSE Independence Standards, a director will not be considered independent in the following circumstances:

In July 2021, the Board approved enhancements to the Company’s Principles of Corporate Governance. Under the Company’s Principles of Corporate Governance, an independent director must, in addition to satisfying the NYSE Independence Standards, be free of any existing or potential professional or personal interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company and all its shareholders.

The Board considered Dr. Carmona’s independence in view of the $25,000 in speaking fees he received from the Company in 2021, as disclosed in the subsection “Compensation to directors”. The Company leverages Dr. Carmona’s professional experience as the 17th Surgeon General of the United States to provide training and education to Herbalife Nutrition Members at various Company-sponsored sales events, such as Extravaganzas, which are training and promotional events for our independent distributors. After consideration of the foregoing and other relevant factors, the Board determined that the Company’s engagement of Dr. Carmona for these limited services did not present a conflict of interest nor compromise Dr. Carmona’s independence from the Company.

Messrs. Jonathan Christodoro, Hunter C. Gary, Nicholas Graziano, Jesse A. Lynn and James L. Nelson served on the Board until January 3, 2021. Each had been re-nominated to the Board in connection with the Company’s 2020 Annual General Meeting of Shareholders in accordance

with the now terminated Second Amended and Restated Support Agreement, dated as of July 15, 2016, or the Support Agreement, among the Company, Carl C. Icahn and certain affiliated entities of Mr. Icahn, or the Icahn Parties. The Board determined that the Support Agreement while in effect and the relationships each director nominated pursuant to the Support Agreement had with the Icahn Parties did not compromise their independence. The Support Agreement was terminated in its entirety on January 7, 2021, and Messrs. Christodoro, Gary, Graziano, Lynn and Nelson resigned from the Board effective January 3, 2021.

Dr. Agwunobi is not determined independent because he is the Company’s Chief Executive Officer. Mr. Johnson has

previously served as the Company’s Chief Executive Officer within the last three years and is accordingly not determined independent.

Messrs. Mendoza and Tartol are not determined independent because the income received by each of them as top distributors of Herbalife Nutrition products precludes them from being determined independent. Neither are employees of the Company. For additional details surrounding their compensation as Herbalife Nutrition Members, which they receive irrespective of any service on the Board, please see “Compensation to directors”.

The Board of Directors held eight meetings during fiscal year 2021. The independent directors generally meet in executive session at each regularly scheduled meeting, without the presence of management and non-independent directors, to discuss various matters relating to the Board’s function and Company oversight, including the Company’s management. The independent lead director, or the Lead Director, presides over such executive sessions.

Each director is expected to dedicate sufficient time, energy and attention to allow for the diligent performance of his or her duties, including attending the Company’s annual general meeting of the shareholders and meetings of the Board of Directors and committees of which he or she is a member. All incumbent directors attended at least 75% of the aggregate of all Board and applicable committee meetings held during the period that he or she served as a director, as well as the Company’s 2021 annual general meeting of shareholders.

The Company’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. The current leadership structure is comprised of a combined Chair of the Board and Chief Executive Officer, an independent Lead Director, Board committees led by independent directors and active engagement by all directors. The Board believes this structure best serves the interests of the Company and its shareholders. The Board believes the combined Chair and CEO role supports the Board’s effective oversight of the Company’s business and strategy, with the CEO serving as a key link between the Board and management, providing a deep understanding of the Company’s business and operations, bringing key business considerations to the Board’s attention and leading implementation of the Company’s strategic plans as approved by the Board. The Lead Director in turn allows for strong, independent Board leadership, with authority to set the meeting agendas and to lead sessions outside the Chair’s presence. We believe this to be a critical aspect of effective corporate governance.

The Lead Director is an independent director elected for a two-year term by the independent directors. The

appointment is evaluated biannually. The Lead Director chairs the Board meetings during executive sessions and when the Chair is unable to participate in Board meetings, and is a contact point for major shareholders and third parties who wish to contact the Board independent of the Chair and CEO. The responsibilities of the Lead Director include:

Mr. LeFevre was elected to serve as Lead Director by the independent directors effective July 1, 2021, to serve until

the Company’s 2023 Annual General Meeting of Shareholders. Prior to such date, Ms. Otero served as the Lead Director, commencing January 3, 2021, when Mr. Nelson, the then-current Lead Director, resigned from the Board. The Board periodically reviews the structure of the Board and Company leadership as part of the succession planning process.

The Board and each committee annually conduct self-evaluations, a process that is overseen by the nominating and corporate governance committee. Additionally, as part of our annual evaluation process, each director evaluates the Board and the committees on which he or she serves. The assessments provide directors and applicable committee members the opportunity to provide feedback on a number of issues, including:

The Board of Directors oversees the Company’s enterprise-wide approach to risk management, and as part of executing its risk oversight responsibility, delegates specific risk oversight duties to each Board committee, as set forth below.

Audit committee

Compensation committee

Nominating and corporate governance committee

ESG committee

The Board also provides oversight of management regarding key enterprise risks as well as the Company’s risk management policies and procedures to ensure they are designed and implemented in a way that reflects the Board’s and management’s consensus as to appropriate levels of risk for specific aspects of the Company’s business. The Company’s Management Risk Committee is comprised of members of senior management who meet on a regular basis to serve as a forum for risk information sharing, risk management coordination, and risk management decisioning and response. The enterprise risk management program promotes informed and data-driven decisions and integrated processes to identify, monitor and mitigate key enterprise risks.

The compensation committee, with the assistance of Meridian, its compensation advisor, regularly conducts a review of the Company’s material compensation policies and practices applicable to its employees, including its executive officers. Based on this review, the compensation committee concluded that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Key features of the executive compensation program that support this

conclusion include: the balanced mix between fixed and variable compensation and short- and long-term incentives; the use of multiple performance measures within incentive plans; strong internal controls, including a code of conduct; compensation committee discretion over all final annual incentive awards and active involvement in setting performance targets; the use of share ownership guidelines; and the existence of an anti-hedging policy.

One of our top priorities is the health and safety of our employees, distributors and customers. With respect to our employees, in response to, and during various phases of, the COVID-19 pandemic, we have taken several actions, including supporting our employees to work from home when possible, offering mental wellness programs, and implementing the following safety measures at our U.S. facilities: required temperature screening, required face coverings, instituted social distancing protocols, enhanced robust cleaning and sanitation measures, and increased the filtration efficiency of existing ventilation systems. Earlier during the COVID-19 pandemic, we also offered incremental compensation to certain of our employees. Over the course of the pandemic, our senior management team has relied on cross-functional teams to monitor, review, and assess the evolving situation, and to recommend risk mitigation actions for the health and safety of our employees and, in the U.S., protocols to align

with all federal, state, and local public health guidelines. We believe our proactive efforts have been successful in supporting our business growth despite the obstacles and challenges presented by the COVID-19 pandemic.

With respect to our distributors, our distributor training and promotion events, such as our Success Training Seminars and our Leadership Development Weekends, have shifted to include “virtual” online approaches, with in-person events reinstituted during the fourth quarter of 2021 and continuing on a case-by-case basis as conditions allow. Promotional activities aimed at our distributors continue, though prizes that have involved travel to events have shifted in some cases to cash and other awards. Certain modified practices by us and our distributors may prove to be lasting improvements, such as events and trainings that are offered virtually as well as in-person, and expanded use of social media channels.

We are a health and nutrition company, and our success has been premised on improving communities. From helping people improve their nutrition with our science-backed products to increasing access to economic opportunities, including through our direct selling business model, we’ve helped people around the world lead healthier lives, become entrepreneurs and have a positive impact in their communities.

Our current Global Responsibility strategy has been informed by multiple inputs including a benchmarking exercise, materiality assessment, multiple rounds of internal stakeholder engagement and Board oversight. Our strategy is part of our business practices and long-term growth plans. Our three core pillars of our Global Responsibility strategy are:

To ensure regular review of our strategy, we are conducting a second global materiality assessment across various stakeholder groups. The results of our materiality analysis will help with continuous development of our Global Responsibility strategy.

We are dedicated to improving communities by aligning our Global Responsibility strategy with the United Nations Sustainable Development Goals (UNSDGs), specifically Goal 1 (No Poverty), Goal 2 (Zero Hunger), Goal 3 (Good

Health and Wellbeing), Goal 12 (Responsible Consumption and Production) and Goal 13 (Climate Action).

Herbalife Nutrition joined the UN Global Compact as a signatory member in 2020 and continues to remain in good standing.

50 Million Positive Impacts

In 2020, we began working towards our goal to achieve 50 million positive impacts across our Global Responsibility focus areas by 2030, the 50th anniversary of Herbalife Nutrition, to help drive our commitment to nourish people, communities, and the planet.

Nourishing Healthy Communities

As a business that has been focused on helping people improve their nutritional habits for more than 40 years, access to food and nutrition is paramount to our stakeholders. We are committed to the goal of ending hunger and supporting opportunities to improve nutrition worldwide. Among the core aims of nourishing healthy communities include working towards hunger eradication, fostering accessible nutrition, nutrition education and supporting health and wellness for communities.

Through various partnerships and programs, Herbalife Nutrition continues with its efforts to help eradicate hunger and reduce food insecurity and malnutrition for communities around the world. To support this critical ambition, Herbalife Nutrition announced a global initiative in 2019, the Nutrition for Zero Hunger (NFZH). Supported by the Company and the Herbalife Nutrition Foundation¹, NFZH is a program aimed at eradicating hunger by partnering with leading global, regional, and local nonprofit and strategic organizations. Current partners include the World Food Program USA, Feed the Children, Asociación Mexicana de Bancos de Alimentos (BAMX), who have received grants from the Herbalife Nutrition Foundation, as well as partners like SOS Children’s Villages of Europe, Africa and India, supported by charitable contributions from Herbalife Nutrition, along with other partners who are working to achieve the end of global hunger.

Nourishing Economic Opportunity

As a core part of our support for communities, we commit to working to create sustainable changes to promote economic empowerment. This includes working with nonprofit partners to provide resources to vulnerable communities including tools, education, and mentorship. Our key focus areas are supporting development of

inclusive economies, gender equity, women financial empowerment and supporting entrepreneurship.

Herbalife Nutrition proudly supports organizations that provide opportunities for underserved, vulnerable and minority communities. In 2021, the Company, along with the Herbalife Nutrition Foundation, supported more than a dozen of these organizations, reflecting the needs of diverse global, regional, and local communities.

These partners include Unidos US, League of United Latin American Citizens (LULAC), Los Angeles Urban League, and Chrysalis. In addition we support various programs including nutrition and health resources, mentoring, human rights, gender equity and advocacy as well as provide in-kind donations of nutrient-dense products.

Nourishing a Thriving Planet

Herbalife Nutrition is committed to helping protect the future of our planet in an environment where natural resources are constrained. Our integration of environmental stewardship aligns with the values of our Herbalife Nutrition Members and consumers, who care about how our products are sourced, manufactured, and produced. As with our product quality philosophy, we view our environmental footprint through a product lifecycle lens that extends from seed to feed, striving to meet the needs of our planet and our global community.

Our current sustainability initiatives focus on issues including climate and emissions, packaging, and operational waste.

Commitment to Diversity, Equity and Inclusion (DEI)

Herbalife Nutrition is focused on fostering an inclusive and representative workforce. Our DEI strategy embraces a core vision that our commitment to these principles is imperative to enabling us to better serve our Herbalife Nutrition members, stakeholders, and communities. This requires creating a work environment where people of all genders, ethnicities, abilities, cultures, races, religions, and sexual orientations can thrive.

To support our DEI efforts, we have established a Global DEI Council and supporting Regional Councils to oversee

the implementation of our core DEI principles. In addition, we have launched eight global employee-led Employee Networks, which are identity- or experience-based groups that help employees build community and share a common purpose. They focus on strengthening belonging, providing support, and contributing to personal and professional development in the workplace.

In 2021, we set diversity goals and targets for women in leadership roles globally and for racial and ethnic minorities in leadership roles in the U.S.

ESG Governance Structure

To ensure that our Global Responsibility strategy is embedded into the Company’s overall long-term sustainable business strategy and managed throughout the global organization, we have established the following governance structures regarding ESG and Global Responsibility:

Board of Directors: Our Global Responsibility strategy is subject to Board oversight. For additional details regarding our Board’s ESG Committee, please see page 15.

Executive Committee: Provides executive direction and ensures integration of Global Responsibility goals across functional and regional strategies.

Global Responsibility Steering Committees and Working Groups: Leaders representing business functions, regions and markets meet regularly to form cross-functional and project-specific groups to drive accountability, ownership, and integration of Global Responsibility initiatives.

Global Responsibility Report and ESG Index

Herbalife Nutrition is committed to continue to report on our Global Responsibility programs, progress, metrics, and policies. In addition to our first Global Responsibility Report, which was issued in 2021, we also make metrics available through our ESG Index, updated annually.

Our ESG Index and Global Responsibility Report are prepared in accordance with the Global Reporting Initiative and the Sustainability Accounting Standards Board, and can be found on our corporate website at www.IAmHerbalifeNutrition.com. The content on this website, including the ESG Index and Global Responsibility Report, is not incorporated by reference into this Proxy Statement.

Herbalife Nutrition Foundation

Established in 1994, the Herbalife Nutrition Foundation (HNF) is a public charity. Its mission is to improve the lives of children and communities around the globe. In 2021, HNF funded 167 community-based Casa Herbalife Nutrition partners in 59 countries, reaching more than 200,000 people in need. HNF may choose to join Herbalife Nutrition in some charitable initiatives where mission and goals are aligned.

Cash fees with respect to Board or committee membership or service as the Lead Director or a committee chair are paid ratably assuming 12 consecutive months of service from the date the particular membership or service commences. Non-management directors also receive an annual equity grant pursuant to the Herbalife Ltd. 2014 Stock Incentive Plan, as it may be amended from time to time, or the 2014 Plan, in the form of restricted stock units, or RSUs, with a grant date fair value of $135,000 (rounded down to the nearest whole unit) that vest annually. The board equity grants made in May 2021, or the 2021 Board RSU Grants, are scheduled to vest on April 15, 2022.

The Lead Director also receives an equity grant in the form of RSUs with a grant date fair value of $25,000 (rounded down to the nearest whole unit) per each year of his or her two-year term, which vests annually the following year. The current Lead Director, Mr. LeFevre, who was appointed Lead Director effective July 1, 2021, received a 75% pro-rated Lead Director equity grant, totaling a grant date fair value of $18,750 (rounded down to the nearest whole unit), in August 2021. Mr. LeFevre’s lead director equity grant is scheduled to vest on April 15, 2022.

Ms. Otero, who served as Lead Director from January 3, 2021 until July 1, 2021, received a Lead Director equity grant in May 2021 at the time of the 2021 Board RSU Grants. In July 2021, when Mr. LeFevre became Lead Director, half of Ms. Otero’s Lead Director equity grant was forfeited, while the remainder is scheduled to vest on April 15, 2022 in recognition of her approximately six-month service as Lead Director.

The compensation disclosed in the 2021 Director Compensation table below for Mr. Tartol and Mr. Mendoza includes other compensation, unrelated to their services as directors. Specifically, in addition to their director compensation, the table below includes each of Mr. Tartol’s and Mr. Mendoza’s respective earnings as top distributors of Herbalife Nutrition products under the Company’s Marketing Plan.

The Company may also reimburse our directors for their respective travel, lodging and related expenses associated with travel to and attendance at Board or Board committee meetings, as well as reasonable costs in connection with attending director continuing education programs in accordance with the Company’s applicable orientation and continuing education policy.

The Company has adopted share ownership guidelines applicable to each named executive officer and non-management director to encourage each person to acquire a meaningful ownership stake in the Company over time by retaining financial interest in our common shares. Our CEO is encouraged to acquire and hold Common Shares with an aggregate value equal to five times his base salary within five years of his CEO appointment. Our other named executive officers are encouraged to acquire and hold Common Shares with an aggregate value equal to two times their respective base salaries within five years following their respective designation as a named executive officer.

Each non-management director is encouraged to hold Common Shares with an aggregate value equal to five times such director’s annual retainer within five years of such director’s appointment or election to the Board of Directors.

As of the date of this Proxy Statement, all non-management directors and current named executive officers are in compliance with the current guidelines.

We value the viewpoint of all investors and have actively engaged with shareholders to better understand their perspectives, and strongly consider their feedback when evaluating our governance provisions and practices.

Since the 2021 Annual General Meeting of Shareholders, we engaged with a number of shareholders to initiate new, and deepen existing, relationships with our investor

base. We reached out to top Herbalife Nutrition shareholders that, in the aggregate, owned in excess of 57% of our outstanding Common Shares, and covered various governance topics including Board composition and compensation, risk oversight, shareholder rights and environmental & social initiatives across the Company. In aggregate, we had discussions with investors who hold approximately 33% of outstanding Common Shares.

Shareholders and other parties interested in communicating directly with the Board of Directors, non-management or independent directors as a group or individual directors, including the Chair or Lead Director in such capacity, may do so by writing to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015, or by email to corpsec@herbalife.com, indicating to whose attention the communication should be directed. The Office of the Corporate Secretary of the Company reviews and logs all such correspondence and forwards to members of the Board of Directors a summary and/or

copies of any such correspondence that, in the opinion of the Corporate Secretary, deal with the functions of the Board of Directors or committees thereof, or that he otherwise determines requires their attention. Directors may at any time review a log of all communications received by the Company and addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the audit committee with respect to such matters.

Herbalife Nutrition is in the business of providing health and wellness products to consumers in 95 countries and territories through our direct-selling business model. As part of our onboarding process, we introduce new directors to our company with an overview of our business through a review of background and reference materials, meetings with senior management and their direct reports, and, where feasible, tours of manufacturing facilities and nutrition clubs. Our comprehensive orientation sessions are designed to provide new directors a thorough understanding of their fiduciary duties and familiarize them with the Company’s business and strategic plans, significant financial matters, risk management approach, compliance and ethics programs, corporate governance practices, and other key policies and practices. These orientation sessions allow new

directors to begin making contributions to the Board at the start of their service.

The Company also provides, on an ongoing basis, additional opportunities for directors to further familiarize themselves with the Company’s business, finances and operations, which may include, among other things, presentations from members of management of the Company and visits to Herbalife Nutrition Members events, such as Extravaganzas and Herbalife Honors. Additionally, we encourage our directors to participate in external continuing director education programs, and provide reimbursement of expenses associated with our independent directors’ attendance at one outside director education program each fiscal year.

Our Board of Directors has an audit committee, nominating and corporate governance committee, compensation committee, and ESG committee. Our Board of Directors has adopted a written charter for each of these committees, and the charters for current

committees are available on the Company’s website at https://ir.herbalife.com/corporate-governance, and in print to any shareholder who requests it as set forth under Part 7 —“Annual report, financial and additional information”.

During the fiscal year ended December 31, 2021, Dr. Carmona and Messrs. Gary, Graziano, Jones and Mulligan and Mmes. Otero and Paláu-Hernández served on the compensation committee of the Board. During the fiscal year ended December 31, 2021, there were no relationships or transactions between the Company and any member of the compensation committee requiring disclosure hereunder.

None of our executive officers currently serves, or during the fiscal year ended December 31, 2021 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Dr. Agwunobi currently serves as the Company’s Chairman and Chief Executive Officer and has held such positions since April 29, 2020 and March 30, 2020, respectively. He previously served as the Company’s Chief Health and Nutrition Officer from February 2016 to March 2020, and assumed the additional role of Co-President from February 2018 to March 2020. Prior to joining the Company, from April 2014 to February 2016, Dr. Agwunobi advised a number of privately-held companies and, from September 2007 to April 2014, served as Senior Vice President and President, Health and Wellness for Walmart Stores, Inc. From December 2005 to September 2007, he served as the Assistant Secretary of Health for the U.S. Department of Health and Human Services, where he was responsible for disease prevention and health promotion. Dr. Agwunobi is currently a director at the U.S. African Development Foundation.

Other Public Board Memberships: bluebird bio (since June 2017).

Previous Public Board Memberships (Past Five Years): Magellan Health Services, Inc. (from December 2014 to June 2019).

Director Qualifications: Dr. Agwunobi has an extensive professional background focused on health and wellness, including his service as Assistant Secretary of Health for the U.S. Department of Health and Human Services, his executive experience with the Company, as well as his prior experience as a physician and public health official. Having the Company’s CEO serve as a director also provides an open channel of communication between the Board and management.

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

Other Public Board Memberships: McKesson Corporation (since September 2021); Better Therapeutics (since November 2017, and which went public October 2021); and Clorox Company (since February 2007).

Previous Public Board Memberships (Past Five Years): Dr. Carmona retired from the board of directors of Axon Enterprise Inc. (formerly Taser International), effective the date of Axon’s next annual shareholder meeting, which is expected to occur in late May 2022. He will have served on the board of Axon Enterprise from March 2007 to May 2022.

Director Qualifications: Dr. Carmona’s experience as the Surgeon General of the United States, extensive background in public health, including as CEO of a hospital and healthcare system, and service on other public company boards bring valuable and significant insight to the Board.

		Michael O. Johnson Age 67   Director Nominee

Mr. Johnson previously served as Chairman of the Company and held this position from 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 until January 2019 and as the Company’s Chief Executive Officer from April 2003 until 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, including MTV, Nickelodeon and The Movie Channel. Mr. Johnson formerly served as a director of Univision Communications, Inc., a television company serving Spanish-speaking Americans, until March 2007, and on the Board of Regents for Loyola High School of Los Angeles. Mr. Johnson received his Bachelor of Arts in Political Science from Western State College.

Other Public Board Membership: None.

Previous Public Board Memberships (Past Five Years): Herbalife Nutrition Ltd. (from April 2003 to April 2020).

Director Qualifications: Mr. Johnson’s qualifications to serve on our Board include his 15 years of experience as our Chief Executive Officer, his 13 years of experience as our Chairman of the Board, and his significant experience in international business matters.

		Kevin M. Jones Independent Director Age 53   Director since 2021

Mr. Jones has served as the Chief Executive Officer of Rackspace Technology, Inc., a cloud computing company, since April 2019. Prior to joining Rackspace Technology, Mr. Jones served as Chief Executive Officer of MV Transportation, Inc., a passenger transportation contracting service, since October 2017. From April 2017 until October 2017, Mr. Jones served as Senior Vice President and General Manager of Americas at DXC Technology Company, a multinational end-to-end IT services and solutions company. Mr. Jones served as Senior Vice President and General Manager at Hewlett Packard Enterprise Company from August 2014 until March 2017 and as the Chief Customer and Sales Officer for Dell Services at Dell Inc. from 2011 until 2014. Before joining Dell, Mr. Jones held various leadership roles at Hewlett Packard and Electronic Data Systems. Mr. Jones is on the board of CareerBuilder, an Apollo Global Management portfolio company. Mr. Jones holds a Bachelor’s degree from James Madison University and is a Certified Management Accountant.

Other Public Board Membership: Rackspace Technology (since April 2019).

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: Mr. Jones is an accomplished business leader with 30 years of technology services experience and a track record in leading business transformations.

		Sophie L’Hélias Independent Director Age 58   Director since 2021

Ms. L’Hélias is the President and Founder of LeaderXXchange, a purpose-driven firm that advises and promotes diversity and sustainability in governance, 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 Chair of the Board of Suez SA, a utility company in environmental services, and a non-executive director on the Board of Africa50, a development impact infrastructure fund, Agence France-Locale, a community lending financial institution, and Echiquier Positive Impact fund. She is a Fellow at The Conference Board ESG Center in New York, serves on the Advisory Board of the Hawkamah Governance Institute in Dubai, the Board of the ECGI in Brussels and is a member of the Haut Comite de Gouvernement d’Entreprise (HCGE) in France. Ms. L’Helias holds an MBA from INSEAD; a Master of Laws (LLM) from the University of Pennsylvania, Law School; Master of Laws from the Université Paris I, Panthéon-Sorbonne Law School; and a law degree from the University of Saarbrucken, European Law Institute.

Other Public Board Membership: None.

Previous Public Board Memberships (Past Five Years): Kering SA (Euronext Paris-listed) (from April 2016 to March 2022).

Director Qualifications: Ms. L’Hélias is an experienced and accomplished international business, corporate governance and ESG expert with deep knowledge of financial markets, ESG, corporate governance and investor sentiment.

		Alan W. LeFevre Independent Director Age 62   Director since 2018

Mr. LeFevre is the former Executive Vice President – Finance and Chief Financial Officer for Jarden Corporation, a leading provider of consumer products with a portfolio of over 120 brands sold globally, a position he held from June 2014 to April 2016. Prior to Jarden, from February 1997 to June 2014, Mr. LeFevre worked for Jarden Consumer Solutions, a subsidiary of Jarden and formerly the Sunbeam Corporation, a manufacturer of home appliances, including from April 2002 until June 2014, as the Executive Vice President of Operations and Chief Financial Officer, where he led the Supply Chain, Manufacturing, Sourcing, Engineering, and Information Technology groups for JCS, and oversaw accounting and finance. From February 1997 to April 2002, Mr. LeFevre held positions of increasing responsibilities within the same business unit. Mr. LeFevre started his career with Arthur Andersen & Co. in 1982. Mr. LeFevre graduated with distinction from Valparaiso University with a Bachelor of Science in Business Administration degree and was a certified public accountant.

Other Public Board Memberships: None.

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: Mr. LeFevre brings significant finance and operations experience to the Board as a former chief financial officer of a public company and a former CPA with more than 30 years of experience

		Juan Miguel Mendoza Distributor Director Age 48   Director since 2018

Mr. Mendoza has been an independent Herbalife distributor for almost 29 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 Herbalife.

Other Public Board Membership: None.

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: Mr. Mendoza’s almost 29 years of experience as an independent distributor of Herbalife Nutrition products bring a first-hand understanding of the function and specific needs of the drivers of the Company’s business. His tenure as a distributor also provides valuable insight into the Company’s growth and development over the 29-year period.

		Don Mulligan Independent Director Age 61   Director since 2021

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 Board Membership: Energizer Holdings, Inc. (since April 2021); and Tennant Company (since 2009).

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: Mr. Mulligan is a seasoned business builder with extensive experience as a Fortune 200 company CFO and public company director. He has worked extensively in Asia and Latin America and has cultivated strong relationships with institutional investors and the analyst community. Mr. Mulligan is a National Association of Corporate Directors Certified Director, and brings a strong track record of global expansion, talent development, capital structure evolution, risk management, business restructuring, investment oversight, M&A and corporate governance and social responsibility.

		Maria Otero Independent Director Age 71   Director since 2013

Ms. Otero currently serves on the board of Development Alternatives Inc. 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 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 US Institute of Peace. In 2006, she was appointed by Secretary General Kofi Annan to the U.N. Advisors Group on Inclusive Financial Sectors. Ms. Otero has served on the boards of The Kresge Foundation since 2013, Bancosol, a Bolivian microfinance bank since 2015, the Smithsonian Institution National Portrait Gallery since 2016, and American University since 2021. 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 was adjunct professor at Johns Hopkins School of Advanced International Studies (SAIS), Washington, DC from 1998 to 2008. 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 the Johns Hopkins University; and holds an honorary Doctorate of Humane Letters from Dartmouth College.

Other Public Board Membership: None.

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: Ms. Otero’s leadership experience and extensive background in public service, microfinance and board governance bring a wealth of expertise in public affairs, finance and government to the Board.

		John Tartol Distributor Director Age 70   Director since 2005

Mr. Tartol has been an independent Herbalife distributor for 40 years and a member of the Company’s Chairman’s Club since 2000. He is active in training other independent Herbalife Nutrition Members all over the world and has served on various strategy and planning groups for Herbalife. He is also active on behalf of various charities in his community and worldwide on behalf of the Herbalife Nutrition Foundation. He has a Bachelor’s degree in finance from the University of Illinois.

Other Public Board Membership: None.

Previous Public Board Memberships (Past Five Years): None.

Director Qualifications: With over 40 years of experience as an independent distributor of Herbalife Nutrition products, Mr. Tartol brings a first-hand understanding of the function and specific needs of our independent Herbalife distributors. His tenure as a distributor also provides valuable insight into the Company’s growth and development over the 40-year period.

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 success selling nutrition products that are regulated at varying levels in the 95 markets where we operate. The executive compensation program places strong emphasis on long-term sustainable growth and enhanced value for our shareholders through an annual equity grant program that provides executives with the ability to participate in our share price appreciation and to share equally in potential downside if key targets that drive shareholder value are not achieved. By encouraging long-term performance and enhanced shareholder value, our executives are encouraged 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 promote retention and encourage our executives to achieve short-term financial goals.

At our 2021 annual general meeting of shareholders, our shareholders expressed continued support of our executive compensation program, with approximately 85% of votes cast in favor of the advisory vote proposal. When designing our 2021 executive compensation program, the compensation committee of the Board of Directors, or the Committee, considered, among other things, the Company’s growth, profit and non-financial

objectives, benchmarking against market practices, the Company’s financial performance, 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. It 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 2023 annual general meeting of shareholders.

The audit committee has selected PricewaterhouseCoopers, or PwC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Services provided to the Company and its subsidiaries by PwC in fiscal years 2021 and 2020 are described below under “Fees to independent registered public accounting firm for fiscal years 2021 and 2020”. 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.

Audit committee report

The audit committee is responsible for monitoring our financial auditing, accounting and financial reporting processes and our system of internal controls, and selecting the independent registered public accounting firm on behalf of the Board of Directors. Our management has primary responsibility for our internal controls and reporting process. Our independent registered public accounting firm, PwC, is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), or the PCAOB, and issuing an opinion thereon. In this context, the audit committee met regularly and held discussions with management and PwC. Management represented to the audit

committee that the consolidated financial statements for fiscal year 2021 were prepared in accordance with U.S. generally accepted accounting principles.

The audit committee hereby reports as follows:

Based on the reviews and discussions referred to above, the audit committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021, which have been filed with the SEC. The audit committee also selected PwC to serve as our independent registered public accounting firm for the year ending December 31, 2022.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Don Mulligan (Chair)

Sophie L’Hélias

Alan W. LeFevre

Pre-approval policy

The audit committee has adopted pre-approval policies and procedures for audit and non-audit services which the Company’s independent registered public accounting firm have historically provided. Pursuant to those policies and procedures, the Company’s independent registered

public accounting firm cannot be engaged to provide the Company any audit or non-audit services to the Company unless the engagement is pre-approved by the audit committee in compliance with the Sarbanes-Oxley Act of 2002. All fees and services described in the table above were pre-approved pursuant to this policy.

Strategic accomplishments

The Company achieved the following key strategic accomplishments in 2021 that provided significant support for the Company’s continued growth and success. These include:

Compensation program that aligns pay and performance

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 success selling nutrition products. The 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 key targets that drive shareholder value are 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. The Committee has the responsibility for establishing, developing and implementing these programs while ensuring against excessive level of risk-taking by the Company’s executives.

The direct compensation of our NEOs in 2021 consisted of base salary, annual cash incentives, and grants of equity in

the form of performance share units, or PSUs, and time-vesting restricted share units, or RSUs. To create and reinforce a “pay for performance” philosophy and culture, and increase alignment with the expectations of investors in the Company, the annual cash incentives and equity components of compensation comprise the vast majority of the total compensation of our NEOs. In setting target compensation, the Committee annually reviews and assesses the total compensation opportunity for each NEO primarily against comparable executives within the list of comparator companies selected by the Committee to serve as a market benchmark, along with other comparative factors such as scope and responsibilities of a given executive role. Although there is no targeted mix of compensation elements, the proportion of compensation designed to be delivered in variable pay versus base salary increases with the ability of the executive to influence overall Company performance.

For 2021, the percentage of targeted direct compensation provided in the form of annual and long-term incentives tied to the Company’s performance was between 64% to 85% for our NEOs who were executive officers as of December 31, 2021. As reflected under the “2021 summary compensation table”, actual compensation paid provided in the form of such incentives was between 66% to 86% of total compensation for NEOs who were executive officers as of December 31, 2021.*

Grants to our executive officers pursuant to our long-term incentive program generally consist of PSUs (~75% of equity value) and RSUs (~25% of equity value). With this allocation of equity awards, the Company’s executive compensation program retains its most effective feature, its direct emphasis on multi-year performance. This aligns executive pay with the Company’s sustained performance over several years, while also aligning the interests of NEOs with our shareholders through share ownership.

The NEOs each received PSUs and RSUs in February 2021 as part of their long-term incentive award granted in the ordinary course. Mr. Amezquita received an additional equity grant of 25% RSUs and 75% PSUs in March 2021 as part of a subsequent adjustment following his transition to CFO in November 2020, and Mr. Schissel received an additional equity grant of 100% PSUs when he transitioned to the Chief Operating Officer role and the executive team in August 2021.

The use of PSUs accomplishes the following goals:

At our 2021 annual general meeting of shareholders, our shareholders demonstrated their continued support of our executive compensation program, with approximately 85% of votes cast in favor of the advisory “say on pay” vote proposal. We believe this vote reflects continued support for our executive compensation program structure, which focuses on optimizing (a) incentives and metrics that result in the greatest degree of alignment with all stakeholder interests, and (b) recruitment, engagement, motivation and retention of executives. Additionally, through our meetings with shareholders, our

investors expressed continued support for our executive compensation program. Accordingly, no changes were made to our executive compensation program in response to the 2021 say-on-pay vote. We continue to consider the results from our advisory votes on executive compensation, as well as feedback received throughout the year, and evaluate our program to find ways we can further align management incentives with the interests of our shareholders, our distributors and our employees, which we view to be essential to our long-term success.

Base salaries

Base salaries for our NEOs are intended to reflect the scope of their responsibilities, performance, skills and experience as compared with relevant and comparable market talent. When establishing base salaries for NEOs, the Committee considers market data and positions target pay for the NEOs based on a number of factors, including experience and tenure of the executive, scope of responsibilities, business performance and individual performance.

The Committee generally reviews base salaries of our NEOs in February of each year. In its annual review of the base salaries for our NEOs in February 2021, the Committee determined to have the base salaries of our NEOs remain generally unchanged, other than Mr. Amezquita as described below. Mr. Schissel was not an executive officer and not subject to Committee review in February 2021, and received a merit increase as described below. The chart below shows the 2021 and 2020 base salaries for each NEO, and the rationale for any salary changes in 2021.

Annual incentive awards & long-term incentive program

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 establishes financial performance targets and goals for our annual incentive plan each year, taking into consideration that such targets and goals align with and support the Company’s business strategy, recognize current business conditions, align with the current year financial budget, align with Wall Street analysts and public investor expectations and require performance that is competitive with those of the Herbalife Nutrition Peer Group.

Incentive bonus awards are subject to approval by the Committee, and continuous employment through the date such bonus award payment is made.

Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may provide for payment of any incentive bonus award to a terminated employee, which award shall be paid at the time incentive bonus awards are paid to active employees.

The criteria used for 2021 consisted of targeted Volume Points, serving as a proxy for sales, and targeted Operating Income, subject to adjustments as discussed below, which we believe incentivizes our executives make decisions that improve our profitability.

Target incentives for our executives are set by the Committee depending on the employee’s position, scope of responsibilities, ability to influence Company results, and competitive pay practices among the Herbalife Nutrition Peer Group.

Bonuses are only awarded for results at or above 95% of the applicable target, with payouts capped at performance levels at and above 108% of the applicable target. Results below the 95% level would result in no payout, at the 95% level would result in a 50% payout as a percentage of applicable target, and at or above the maximum 108% level would result in a 200% payout as a percentage of applicable target. Bonuses are calculated utilizing linear interpolation for performance outcomes between levels. This bonus scale is designed to encourage realistic target-setting and prudent risk-taking while simultaneously creating consequences for not meeting target and capping the potential payout in order to avoid excessive incentive awards as compared to performance.

Targets and award determination

Annual financial performance targets are aligned to what we believe to be the expectations of our investors and what we believe is achievable at the time of the annual budget review process. The annual budget review for 2021 occurred in February 2021. 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:

For 2021 annual incentive plan performance purposes, our Operating Income was calculated consistent with our adjusted EPS presentations and earnings guidance provided to the investment community, adjusting for: expenses related to legal accruals as described in the Company’s Form 10-K for the year ended December 31, 2021; COVID-19 expenses that are not expected to recur once the effects have largely receded; non-income tax assessments, recoveries, and credits related to tax contingencies for prior years; and expenses related to our transformation program. Our Operating Income was further adjusted, consistent with prior years, to include the following for bonus purposes: impact of changes in

currency exchange rates; China grant income, and China growth program.

COVID-19 Adjustments to Operating Income. Non-recurring COVID-19 expenses in 2021 include temporary hazard pay to employees, personal protective equipment (PPE) provided to employees, penalties for non-performance of contracts, and lost deposits on event cancellations, the total of which adjustments to the 2021 Operating Income were approximately $13.8 million. Certain additional COVID-19 expenses incurred during 2021 were not excluded because the Company anticipates this will be a recurring expense, such as increased home delivery expenses.

Motivating Operating Income growth permits Volume Point growth to be achieved in a cost-effective manner so that cost efficiencies and productivity enhancements are pursued 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 Volume Points and Operating Income. The Committee reviews and discusses the performance metrics and applicable weightings in approving the annual incentive award program each year to ensure it is providing the appropriate incentives.

Performance share units

In 2021, the Committee utilized PSUs as part of the Company’s long-term incentive program. All such PSUs awarded in 2021 will vest on December 31, 2023, subject to the Company’s achievement of the performance targets set by the Committee as measured over the three-year performance period beginning on January 1, 2021 and ending on December 31, 2023, subject further to continued Company service. The number of PSUs that will become earned and vested will be determined based on the Company’s performance against the financial and operating performance targets. These targets correspond to the Company’s long-range forecast and, in setting such targets, the Committee took into account the continued uncertainty caused by the COVID-19 pandemic and related impact on the Company’s business, anticipating such uncertainty to continue throughout 2021. The minimum number of PSUs that may become earned is zero. The maximum number of PSUs that may become earned and vested is 200% of the target PSU award granted to the participant.

The number of PSUs that will become earned upon vesting is based on achievement of performance targets for Local Currency Net Sales and Adjusted EBIT. Each of these metrics makes up one-half of the PSU award granted to the NEOs, and are defined as follows:

We believe that the grant of PSUs increases the alignment of equity compensation with shareholder value and reward our NEOs for accelerating the Company’s growth. Further, if PSUs are earned, the NEOs will be aligned with shareholders through share ownership. PSUs comprised 75% of the Company’s 2021 long-term incentive program for our NEOs, other than Mr. Schissel, as described above.

2019 PSU Results. Each of the NEOs, other than Mr. Amezquita who was not an executive officer at the time, were granted PSUs in February 2019, the vesting of which were subject to the Company’s achievement level for three performance metrics set by the Committee as measured over a three-year performance period beginning January 1, 2019 and ending December 31, 2021, subject further to continued Company service. Each metric made up one-third of the 2019 PSU award granted to such NEOs, comprised of: Local Currency Net Sales (as defined above), Adjusted EBIT (as defined above) and Adjusted EPS. Adjusted EPS, which was eliminated as a third metric for the Company’s PSU awards starting in 2020, is defined as the Company’s reported fully diluted earnings per share calculated according to U.S. GAAP, adjusted in the same manner that the Company makes adjustments for public presentations and annual bonus purposes including but not limited to adjustments to exclude certain items that the Committee believes are not reflective of the Company’s ongoing performance. These items include variations in currency exchange rates; tax settlement cost or accruals 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 tied to our long-term strategic plan; China grant income and associated China growth program expenses; impact from business acquisitions and dispositions; impact from new accounting pronouncements adopted; one-time costs related to internal restructuring transactions; valuation allowances for income tax and prior period tax settlement cost or accruals relating to income tax; changes in debt costs, capital structure and share count from the long-term strategic plan; non-cash interest costs relating to the Company’s convertible notes and prepaid forward share repurchase contract; and excess tax benefit related to share-based compensation exercises. 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 2022, following completion of the

performance period, the Committee certified a final total payout for the 2019 PSU awards of 114.4% of target,

based on the below achievements during the 2019-2021 performance period: