HERBALIFE LTD (HLF)
Sector: Consumer Staples
2026 Annual Meeting Analysis
HERBALIFE LTD · Meeting: April 30, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Johnson joined the board in April 2022 (director since) and serves as Executive Chairman; HLF's 3-year price return of -17.0% trails the PBJ Food & Beverage ETF benchmark by 29.3 percentage points, which is below the 30-percentage-point threshold required to trigger a vote against under the negative-TSR policy band, so no TSR flag fires; no overboarding, attendance, or independence concerns identified.
Carmona has served since 2013 and chairs the Nominating and Corporate Governance Committee; the 29.3-point gap versus PBJ does not reach the 30-point trigger threshold for a negative-TSR director, all board meetings were attended at or above 75%, and no overboarding or independence concerns are present.
Cloud joined the board in April 2025, which is less than 24 months ago, so she is fully exempt from the TSR trigger under the new-director exemption; no other policy flags apply.
L'Hélias has served since 2021 and chairs the Sustainability Committee; the 29.3-point gap versus PBJ falls just below the 30-point threshold required to trigger an against vote, attendance is adequate, and she holds one outside public board seat (International Workplace Group PLC), well under the four-seat overboarding limit.
Levitt joined in 2024 and brings deep financial and credit markets expertise; the TSR gap versus PBJ does not reach the trigger threshold, he holds no current outside public board seats, and no other policy flags apply.
Macadrai has served since 2023 and is classified non-independent due to her role as a top Herbalife distributor; she serves only on the Sustainability Committee (not the audit or compensation committee), so the non-independent committee-membership trigger does not fire, and the TSR gap versus PBJ does not reach the 30-point threshold.
Miller joined in 2024, serves as Lead Director and on the Audit Committee, holds no outside public board seats, attendance is adequate, and the TSR gap versus PBJ does not reach the trigger threshold.
Mendoza has served since 2018 and is classified non-independent due to distributor income; he serves only on the Sustainability Committee and not on the audit or compensation committee, so the non-independent committee trigger does not fire, and the TSR gap versus PBJ does not reach the 30-point threshold.
Mulligan joined in 2021, chairs the Audit Committee (where he is designated the financial expert), serves on the Compensation Committee, and holds two outside public board seats (Energizer Holdings and Tennant Company), which is within the four-seat overboarding limit; the TSR gap versus PBJ does not reach the trigger threshold.
Otero has served since 2013 and chairs the Compensation Committee; the 29.3-point gap versus PBJ is below the 30-point trigger threshold, she holds no outside public board seats, and attendance is adequate.
Walsh is standing for election for the first time at this meeting and is therefore a new director with less than 24 months of board tenure, making him fully exempt from the TSR trigger; he is classified non-independent due to above-threshold direct compensation from the company within the past three years, but he is not assigned to the audit or compensation committee, so no non-independent committee trigger fires.
All 11 director nominees receive a FOR vote. HLF's 3-year price return of -17.0% trails the PBJ Food & Beverage ETF benchmark by 29.3 percentage points, which falls just short of the 30-point trigger threshold required under the negative-TSR policy band, so no director is flagged on performance grounds. Two nominees (Macadrai, Mendoza) and one nominee (Walsh) are non-independent, but none sits on the audit or compensation committee. Two nominees (Cloud, Walsh) are exempt from the TSR analysis as new directors with less than 24 months of tenure. The board discloses a skills matrix and all directors attended at least 75% of meetings.
Say on Pay
✗ AGAINSTCEO
Michael O. Johnson
Total Comp
$8,662,643
Prior Support
51.5%%
At the 2025 annual meeting, only about 51.5% of votes were cast in favor of the pay program — well below the 70% threshold that triggers a requirement for meaningful change under the voting policy. The company did make some structural improvements in response, most notably reintroducing performance stock awards (PSUs) at 50% of the long-term incentive mix, which addresses the core shareholder feedback about wanting more performance-based pay. However, the response is partial: the annual incentive metrics (Adjusted EBITDA and Local Currency Net Sales) rely on company-internal adjusted figures rather than reported GAAP measures, the PSU maximum payout is capped at only 120% of target rather than the market-standard 200%, and the program continues to include restricted cash units (RCUs) — a cash-settled award that avoids shareholder dilution but also avoids the equity alignment that shareholders asked for. Given that the prior vote fell significantly below 70% and the remediation, while directionally positive, does not fully address the structural concerns raised by shareholders, a vote against is warranted under the policy's requirement for visible and substantive change following a low prior-year result.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,205,000
Non-Audit Fees
$4,934,000
PwC's non-audit fees for 2025 (tax fees of $4,872,000 plus audit-related fees of $62,000 = $4,934,000) represent approximately 68% of the core audit fee of $7,205,000, which exceeds the 50% threshold under the voting policy. A non-audit relationship this large relative to the audit creates a potential independence concern, as the auditor receives significantly more revenue from non-audit work than it does from the audit itself. PwC's tenure is not disclosed in the proxy, so no tenure trigger is applied, and there are no disclosed material restatements; the sole trigger here is the non-audit fee ratio.
Overall Assessment
The 2026 Herbalife annual meeting presents three proposals: all 11 director nominees receive a FOR vote as the company's 3-year stock underperformance versus the PBJ Food & Beverage ETF benchmark narrowly misses the policy trigger threshold; PricewaterhouseCoopers is voted AGAINST for ratification because non-audit fees represent approximately 68% of audit fees, exceeding the 50% independence-concern threshold; and the Say on Pay advisory vote receives an AGAINST determination because last year's 51.5% support fell far below the 70% policy threshold and, while the company made some improvements by reintroducing performance stock awards, the response does not sufficiently address the structural concerns that drove the low shareholder support.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing