Juan Miguel Mendoza
HERBALIFEAbout Juan Miguel Mendoza
Juan Miguel Mendoza has served on Herbalife’s board since 2018 and is a long-tenured independent Herbalife distributor with 32 years of field experience, including membership in Herbalife’s Chairman’s Club since 2013; his background emphasizes direct sales execution, distributor training, and participation in company strategy/planning groups . He serves as a member of the Board’s ESG Committee, but is not on the Audit, Compensation, or Nominating & Corporate Governance Committees . The Board has determined he is not independent due to income received as a top distributor while serving as a director; he is not an employee of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herbalife | Independent distributor; Chairman’s Club (since 2013) | 32 years | Trains distributors globally; member of strategy and planning groups for the Company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (Current public company boards) | — | — | None |
| None (Prior public company boards, past five years) | — | — | None |
Board Governance
- Committee memberships: ESG Committee member; ESG held 3 meetings in 2024; ESG chaired by Sophie L’Hélias .
- Not on Audit, Compensation, or Nominating & Corporate Governance Committees; Audit held 6 meetings; Compensation held 8; Nominating & Corporate Governance held 6 in 2024 .
- Independence: Not independent due to income as a top Herbalife distributor; not an employee .
- Attendance: The Board held 7 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings and all attended the 2024 annual meeting; independent directors meet in executive session at each regularly scheduled meeting, led by the Lead Director .
| 2024 Governance Activity | Count/Status |
|---|---|
| Board meetings held | 7 |
| ESG Committee meetings held | 3 |
| Audit Committee meetings held | 6 |
| Compensation Committee meetings held | 8 |
| Nominating & Corporate Governance meetings held | 6 |
| Director attendance | ≥75% for all directors; all attended 2024 AGM |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Board annual cash retainer | $100,000 |
| ESG Committee member annual fee | $10,000 |
| Fees earned or paid in cash (Board + Committee) | $110,000 |
| Other cash payments (speaking at Herbalife Member events) | $110,000 |
| Distributor income under Company Marketing Plan (not related to Board service) | $848,726 |
| Total reported compensation | $1,218,720 |
Notes:
- Company states distributor income and speaking fees are unrelated to Board service and would be earned irrespective of Board position; no preferential treatment under the Marketing Plan .
Performance Compensation
| Equity Component (FY2024) | Grant/Units | Vesting | Valuation |
|---|---|---|---|
| Annual Director RSU grant under 2023 Plan | $149,994 grant date fair value | Annual vest; 2024 grants scheduled to vest April 15, 2025 | $149,994 |
| Unvested Stock Unit Awards at 12/31/2024 | 15,657 units | Time-based | Market value $104,745 (at $6.69 on 12/31/2024) |
- Structure: Non-management directors receive annual RSUs that vest annually; no performance metrics disclosed for director equity awards (time-based vesting) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Interlocks with competitors/suppliers/customers | Not disclosed in proxy |
Expertise & Qualifications
- 32 years of Herbalife distributor experience with first-hand understanding of the business model’s function, drivers, and specific needs; institutional insight across decades of the Company’s growth .
- Active in global distributor training and Company strategy/planning groups; Chairman’s Club member since 2013 .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficial ownership (as of Feb 25, 2025 Record Date) | 127,500 Common Shares |
| Percentage ownership | * (per proxy table footnote notation) |
| Unvested RSUs (12/31/2024) | 15,657 units; market value $104,745 (at $6.69) |
| Director stock ownership guideline | 5x annual retainer for non-management directors |
| Guideline compliance status (as of Record Date) | In compliance |
Governance Assessment
- Strengths: Deep field experience and distributor training background provides direct insight into Herbalife’s core sales network; active ESG Committee member contributing to sustainability oversight; in compliance with robust director stock ownership guidelines (5x annual retainer) .
- Risks/RED FLAGS:
- Not independent due to significant distributor income while serving as a director; governance-sensitive at companies reliant on distributor networks .
- Receives substantial non-Board compensation from Herbalife (speaking fees of $110,000 and $848,726 in distributor income in 2024), creating potential perceived conflicts or related-party exposure despite disclosure of non-preferential treatment .
- Attendance and engagement: Met required attendance thresholds; Board uses independent director executive sessions led by a Lead Director to reinforce oversight .
- Committee placement: Not serving on Audit or Compensation Committees, which mitigates direct influence over financial reporting or executive pay; contributes to ESG oversight alongside independent directors .