Celine Del Genes
HERBALIFEAbout Celine Del Genes
Independent director since 2022; age 48; global consumer marketing executive with >20 years across Adidas and Reebok, currently Global Chief Customer Officer at Decathlon since August 2023. She holds a Bachelor’s degree in Marketing/Marketing Management from EDC Paris Business School and is positioned as a branding, marketing, and digital initiatives expert for international markets . She is affirmed independent under NYSE standards; not a Herbalife distributor; and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adidas AG | Global General Manager, Specialist Sports BU | Feb 2019 – Jul 2023 | Led global sports category P&L; digital/brand strategy oversight |
| Adidas AG | Global VP, Concept-to-Consumer, Global Football/Soccer | Jan 2017 – Feb 2019 | Product, merchandising, go-to-market alignment |
| Adidas & Reebok (various geographies) | Marketing and communications roles | 2001 – 2016 | Global brand-building; multi-market execution |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Decathlon (sports retail) | Global Chief Customer Officer | Aug 2023 – Present | No |
| Other public company boards | — | — | None |
Board Governance
- Independence: Board affirmatively determined she is independent; not a company employee, auditor-affiliated, distributor, or related-party recipient .
- Committee assignments (2024–2025): Member, Compensation Committee (Chair: Maria Otero); Compensation Committee met 8 times in 2024; her committee service is paid and subject to heightened NYSE independence standards .
- Attendance/engagement: Board held 7 meetings in 2024 (10 in 2023); all directors attended at least 75% of Board/committee meetings and the annual meeting in both years .
- Board structure: Combined Chair/CEO with Lead Independent Director; majority-independent Board; annual elections; majority voting; ESG oversight via Board ESG Committee .
Fixed Compensation
| Year | Board Cash Retainer ($) | Committee Cash Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2023 | 100,000 | 10,000 (Compensation) | 110,000 |
| 2024 | 100,000 | 10,000 (Compensation) | 110,000 |
Notes:
- Cash fee schedule: Board $100,000; Compensation Committee member $10,000; chairs receive additional chair fees; paid ratably over 12 months .
Performance Compensation
| Year | Equity Grant Type | Grant-Date Fair Value ($) | Vesting | Status/Units |
|---|---|---|---|---|
| 2023 | RSUs | 149,994 | Annual; 2023 RSU grants scheduled to vest Apr 15, 2024 | At 12/31/2023, 11,029 unvested RSUs valued $168,303 (px $15.26) |
| 2024 | RSUs | 149,994 | Annual; 2024 Board RSUs scheduled to vest Apr 15, 2025 | At 12/31/2024, 15,657 unvested RSUs valued $104,745 (px $6.69) |
- Director equity is time-based RSUs, not performance-based; no PSUs/opportunity metrics tied to director compensation disclosed .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | None | No public company boards, no disclosed interlocks with HLF customers/suppliers/competitors |
Compensation Committee interlocks: None; no relationships or transactions requiring disclosure among Compensation Committee members during FY2024/FY2023 .
Expertise & Qualifications
- Global consumer/brand marketing; digital/customer experience leadership across Adidas/Reebok and Decathlon .
- Education: Bachelor’s in Marketing (EDC Paris) .
- Sector exposure: consumer products, sports retail; international markets .
Equity Ownership
| As-of | Beneficial Ownership (shares) | % of Outstanding | Unvested RSUs | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| Feb 25, 2025 | 33,961 | ~0.03% (33,961 / 101,341,321) | 15,657 (market value $104,745 at $6.69) | Directors encouraged to hold 5× annual retainer; she is in 5-year transition until April 2027 and expected to refrain from sales until compliant | Company prohibits director hedging and pledging of HLF shares |
Governance Assessment
- Committee effectiveness and independence: Placement on Compensation Committee (with no interlocks) is positive for oversight integrity; the committee met 8 times in 2024, signaling active engagement .
- Alignment/skin in the game: Director pay mix skewed to equity (≈58% of 2024 total via RSUs), plus meaningful unvested RSUs; she is in a transition window toward 5× retainer guideline by April 2027, which is standard for new directors .
- Conflicts/related-party exposure: None disclosed for Del Genes (not a distributor, no family-related transactions); contrast with distributor-directors where related-party income exists—her independence reduces perceived conflicts .
- Risk indicators: No pledging/hedging allowed; no director-specific legal/investigative disclosures; director compensation uses time-based RSUs (no discretionary bonuses or option repricing for directors) .
- Watchpoints: As equity is time-based, director equity lacks performance hurdles; however, RSU vesting aligns tenure and shareholder value exposure. Ownership guideline compliance is in-progress per policy timeline, not a deficiency .
Overall signal: Independent, marketing-savvy director with Compensation Committee responsibilities, clean conflict profile, active engagement, and increasing equity alignment through RSUs—supportive of investor confidence in board oversight and pay practices .