Don Mulligan
HERBALIFEAbout Don Mulligan
Don Mulligan, age 64, has served as an independent director of Herbalife Ltd. since 2021 and is designated an “Audit Committee financial expert.” He chairs the Audit Committee and is a member of the Compensation Committee. Mulligan was CFO of General Mills (2007–2020), with prior international finance roles at PepsiCo, YUM! Brands, and the Pillsbury Company; he holds a BA from Duke University and an MBA from the University of Michigan . The Board has affirmatively determined his independence under NYSE standards, and the company reports all directors met the 75% attendance expectation in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills | Chief Financial Officer | 2007–2020 | Oversight of disclosures, capital structure, risk management; prior VP Finance roles (International; Operations & Technology) and Treasurer |
| Pillsbury Company | CFO, International | 1999–2001 | Led international finance |
| PepsiCo & YUM! Brands | Regional CFO Americas; Finance Director Asia; Finance Director Canada | 1987–1998 | International operations and finance leadership |
| GTE Corporation | Early career role | 1985 | Foundation in corporate finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | Director | April 2021–Present | Public board role; committee details not disclosed |
| Tennant Company | Director | 2009–Present | Public board role; committee details not disclosed |
Board Governance
- Independence and attendance: Mulligan is affirmed independent under NYSE standards; all directors attended at least 75% of Board/committee meetings in 2024, and the 2024 AGM .
- Committee roles: Audit Committee Chair and Compensation Committee member; designated “Audit Committee financial expert” .
- Committee activity levels: Audit Committee met 6 times; Compensation Committee met 8 times in 2024 .
- Audit oversight scope: Integrity of financial reporting, auditor independence/performance, ERM program, and cybersecurity/privacy/product safety risk oversight .
- Compensation Committee scope: Executive/director pay policies, goals and approvals; succession planning; regulatory developments .
- Engagement/ownership: Directors are subject to robust stock ownership guidelines and ongoing assessments; ESG oversight housed in an independent committee .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board annual retainer | $100,000 | Standard non-management director cash fee |
| Audit Committee fees | $30,000 | Member $10,000 + Chair $20,000; chairs receive chair fee in addition to member fee |
| Compensation Committee fee | $10,000 | Member fee |
| Total cash fees (Mulligan) | $140,000 | Sum of 2024 fees reported |
Performance Compensation
| Equity Component | RSUs (#) | Grant Date | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual Director RSU grant | N/A (policy) | May 2024 (Board grants) | $150,000 (rounded down to units) | Vests annually; 2024 Board RSU Grants scheduled to vest April 15, 2025 |
| RSUs held (as of 12/31/2024) | 15,657 | N/A | Market value $104,745 at $6.69 closing price | Unvested units outstanding for Mulligan |
Notes: Herbalife’s director equity is granted under the Amended and Restated 2023 Stock Incentive Plan and vests time-based; awards under the plan are subject to the company’s clawback policies .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Disclosure |
|---|---|---|
| Energizer Holdings, Inc. | Director | No compensation committee interlocks or insider participation requiring disclosure in 2024 |
| Tennant Company | Director | No compensation committee interlocks or insider participation requiring disclosure in 2024 |
Expertise & Qualifications
- Financial leadership: Former Fortune 200 CFO; extensive capital markets and corporate governance experience .
- International operations: Asia, Latin America, and North America finance leadership roles .
- Audit expertise: SEC-designated Audit Committee financial expert .
- Education: BA, Duke University; MBA, University of Michigan Graduate School of Business .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Total beneficial ownership | 95,246 Common Shares | As of record date Feb 25, 2025; less than 1% of shares outstanding |
| Unvested RSUs | 15,657 units | Market value $104,745 using $6.69 closing price (12/31/2024) |
| Ownership guidelines compliance | In compliance | Directors encouraged to hold 5x annual retainer; Mulligan reported compliant as of record date |
| Anti-hedging/pledging policy | Prohibits hedging and pledging | Applies to directors; awards under the 2023 Plan subject to clawback |
Insider Trades
| Date | Transaction | Shares | Price/Value | Source |
|---|---|---|---|---|
| May 3, 2024 | Open-market purchase | 30,000 | $289,500 total | |
| May 2, 2025 | Form 4 filing (HLF) | Not disclosed in article | Not disclosed |
Beneficial ownership from Herbalife’s proxy shows Mulligan held 95,246 shares as of Feb 25, 2025 .
Governance Assessment
- Board effectiveness: Serving as Audit Committee Chair and SEC “financial expert” supports credible oversight of financial reporting, auditor independence, and ERM, which is constructive for investor confidence .
- Alignment and incentives: Balanced director pay with cash fees ($140,000) and equity RSUs ($149,994); compliance with director stock ownership guidelines indicates “skin in the game” .
- Independence and conflicts: Affirmed independent; Compensation Committee disclosed no interlocks or insider participation requiring disclosure in 2024; no related-party transactions disclosed for Mulligan .
- Attendance and engagement: Board met seven times; committees active (Audit 6, Compensation 8); all directors met ≥75% attendance threshold and attended the 2024 AGM .
- Policies and protections: Anti-hedging/pledging policies for directors; awards under the 2023 equity plan subject to clawback; majority voting standard for uncontested director elections .
RED FLAGS
- None disclosed specific to Mulligan: no related-party transactions, no compensation committee interlocks, and policies prohibit hedging/pledging; Mulligan is in guideline compliance and made an insider purchase in 2024, which generally signals confidence .