Lynda Cloud
HERBALIFEAbout Lynda Cloud
Lynda Cloud (age 57) is a new director nominee at Herbalife Ltd. with nearly 30 years of experience in education and online learning; she served as CEO of the Institute for Integrative Nutrition (2019–2024) and was recommended for inclusion on HLF’s 2025 director slate on March 8, 2025. She previously held senior roles at Equal Ed (CEO, 2017–2018), K12 Inc. (EVP, 2014–2017), and Pearson, and holds a BA from Susquehanna University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for Integrative Nutrition | Chief Executive Officer; Board member | 2019–2024 | Led strategic positioning and innovation during expansion of health coaching industry |
| Equal Ed | Chief Executive Officer | 2017–2018 | Global start-up focused on expanding access to online learning tools |
| K12 Inc. | Executive Vice President | 2014–2017 | Oversaw products/technology and institutional division building virtual schools |
| Pearson | General Manager, K-12 learning businesses | Earlier career | Ran K-12 learning units; commercial/operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achieve3000 | Director | 2020–2021 | Board service at an education technology company |
Board Governance
- Nomination and election: Cloud was identified and recommended for the 2025 slate on March 8, 2025; she is a “NEW NOMINEE” with no committee assignments yet .
- Independence: The Board annually determines independence under NYSE standards; aside from the CEO and two Herbalife distributors (Macadrai, Mendoza), directors are affirmed independent. Cloud’s specific independence designation is not separately flagged in the nominee bio and will be determined per the annual process .
- Committee assignments (current): None for Cloud as of the proxy; Audit, Compensation, Nominating & Corporate Governance, and ESG committees are populated by other directors (chairs: Mulligan—Audit; Otero—Compensation; Carmona—Nominating; L’Hélias—ESG) .
- Attendance and engagement: In FY 2024, the Board held 7 meetings; all then-serving directors attended at least 75% of Board/committee meetings and the 2024 AGM; independent directors met in executive session at each regular meeting (Cloud not yet on Board during FY 2024) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board) | $100,000 per year | Paid ratably; non-management directors only |
| Committee fees (member/chair) | Audit: $10,000 / $20,000; Compensation: $10,000 / $15,000; Nominating & Corporate Governance: $10,000 / $15,000; ESG: $10,000 / $15,000 | Chairs receive chair fee in addition to member fee |
| Annual equity grant (RSUs) | $150,000 grant date FV (rounded down) | Board RSUs (2024 grants) vest annually; 2024 vest date: Apr 15, 2025 |
| Lead Independent Director equity | $25,000 RSUs per year of 2-year term | Vests in full the following year (example: LeFevre 2024 grant vesting Apr 15, 2025) |
| Reimbursement | Travel/lodging; one director education program per year | Per orientation and education policy |
Performance Compensation
| Feature | Applies to Directors? | Details |
|---|---|---|
| Performance-based equity (PSUs/options) | No | Director equity is time-vested RSUs; no PSU metrics for directors disclosed |
| Anti-hedging/anti-pledging | Yes | Prohibits all employees and Board members from hedging or pledging Company shares |
| Clawback policy | Section 16 officers | Mandatory recoupment for excess incentive comp upon restatement; applies to officers, not directors |
No performance metrics (e.g., revenue/EBITDA/TSR gates) are tied to non-management director compensation; equity is time-vested RSUs .
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Achieve3000 | No (private during tenure) | Director (2020–2021) | None disclosed with Herbalife |
| Institute for Integrative Nutrition | Private | CEO; Board member (2019–2024) | No related-party transactions disclosed with Herbalife – |
Expertise & Qualifications
- Core credentials: Nearly 30 years in education/online learning; led scaling of health coaching programs (IIN) .
- Functional expertise: Product/technology leadership; digital platforms; institutional online education; consumer wellness coaching .
- Education: BA, Susquehanna University .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lynda Cloud | 0 | 0.00% | New nominee; no holdings reported as of record date Feb 25, 2025 |
- Ownership guidelines: Non-management directors are encouraged to hold Common Shares and unvested RSUs equal to 5x annual retainer; directors are expected to refrain from selling unless guidelines are met. New directors have a five-year transition period to reach compliance (examples given for other directors) .
- Hedging/pledging: Prohibited for all directors .
Governance Assessment
-
Board effectiveness and alignment:
- Strategic fit: Cloud’s digital education and health coaching background is aligned with HLF’s push to build an online wellness platform and digital engagement, potentially strengthening oversight of that initiative .
- Independence and conflicts: No related-party transactions disclosed for Cloud; overall Board policies require Audit Committee review/approval of related-party transactions; current related-party exposures pertain to distributor-directors and their affiliates, not Cloud –.
- Compensation alignment: Director pay structure balances cash retainers and time-vested RSUs, with robust anti-hedging/pledging and stock ownership guidelines driving long-term alignment (five-year transition to guideline compliance for new directors) .
-
Watch items for investor confidence:
- Committee placement: Cloud has no committee roles at nomination—monitor eventual assignment (e.g., ESG/digital/compensation relevance) and engagement .
- Ownership accumulation: Starting at 0 shares—track progress toward stock ownership guidelines in first 12–24 months .
- Attendance: Assess FY 2025 Board/committee attendance and executive session participation once reported (FY 2024 attendance data excludes Cloud) .
RED FLAGS (none disclosed specific to Cloud): No related-party transactions or pledging/hedging; independence status will be formally determined by the Board’s annual process. Monitor early ownership accumulation and committee responsibilities to gauge alignment and influence –.