Maria Otero
HERBALIFEAbout Maria Otero
Maria Otero, age 74, has served as an independent director of Herbalife Ltd. since 2013. She was the first Latina Undersecretary in U.S. State Department history, serving as Undersecretary of State for Democracy and Global Affairs and later for Civilian Security, Democracy, and Human Rights; she formerly led Accion International (global microfinance) as President and CEO (2000–2009). She holds an M.A. in Literature (University of Maryland), an M.A. in International Relations (Johns Hopkins SAIS), and an honorary Doctorate of Humane Letters from Dartmouth College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Undersecretary (Democracy & Global Affairs; Civilian Security, Democracy, and Human Rights); President’s Special Coordinator for Tibetan Issues | 2009–2013 (Undersecretary roles); Special Coordinator during tenure | Led global public affairs and civil security portfolios impacting regulatory engagement |
| Accion International | President & CEO | 2000–2009 | Chaired Accion Investments; board representation at several microfinance banks across 26 countries |
| Inter-American Foundation | Chair (Presidential appointment) | Clinton Administration | Overseight of U.S. government-funded development grants in Latin America |
| U.S. Institute of Peace | Vice-Chair (Presidential appointment) | Bush Administration | Governance of national peacebuilding institution |
| U.N. Advisors Group on Inclusive Financial Sectors | Advisor (appointed by Kofi Annan) | 2006 | Global financial inclusion advisory |
| USAID – Women in Development Office | Economist (Latin America & Caribbean) | Prior career | Economic development analysis |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Development Alternatives Inc. | Director | 2014–2024 |
| Kresge Foundation | Director | 2013–2024 |
| Public Welfare Foundation | Director | 2013–2021 |
| Oxfam America | Director | 2014–2020 |
| Smithsonian National Portrait Gallery | Director | Since 2016 |
| American University | Board of Trustees | Dec 2020–2024 |
| Bread for the World | Chair | Prior role (dates not specified) |
| Calvert Foundation; BRAC (Bangladesh) | Director | Prior roles (dates not specified) |
| Council on Foreign Relations | Member | Ongoing |
| Other public company boards | None | N/A |
Board Governance
- Independence: Otero is affirmatively determined independent under NYSE standards; only Johnson (CEO) and distributors Macadrai/Mendoza are non-independent .
- Board/committee meetings: Board met 7 times in FY2024; all directors attended ≥75% of board/committee meetings and attended the 2024 AGM .
- Lead independent director: Alan W. LeFevre serves as Lead Director (effective Apr 27, 2023, through 2025 AGM) .
- ESG/Compensation oversight: Compensation Committee reviews pay risk; ESG Committee provides sustainability oversight and human capital risk coordination .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation | Chair | 8 | Oversees executive/director compensation, succession, equity plans |
| Nominating & Corporate Governance | Member | 6 | Oversees governance practices, board composition |
| ESG | Member | 3 | Oversees environmental/social strategy and disclosures |
- Compensation Committee interlocks: No interlocks or insider participation requiring disclosure in FY2024 .
Fixed Compensation
| Component (Directors) | Amount | Basis | 2024 Otero Cash Earned |
|---|---|---|---|
| Board annual retainer | $100,000 | Standard director fee | $100,000 |
| Compensation Committee – Chair | $15,000 | Chair fee | $15,000 |
| Compensation Committee – Member | $10,000 | Member fee | $10,000 |
| Nominating & Corporate Governance – Member | $10,000 | Member fee | $10,000 |
| ESG – Member | $10,000 | Member fee | $10,000 |
| Total Cash Fees (2024) | $145,000 | Sum of above | $145,000 |
Performance Compensation
| Equity | Grant Value | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Annual Director Grant (May 2024) | $150,000 | RSUs | Annual vest; 2024 grant vests Apr 15, 2025 | Rounded down to nearest whole unit; standard director equity under 2023 Plan |
| Otero 2024 Stock Awards (reported) | $149,994 | RSUs | As granted under annual cycle | Aggregate grant-date fair value (ASC 718) |
- Performance metrics tied to director pay: None disclosed; director equity is time-vested RSUs (no PSUs/options for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Compensation Committee interlocks | None in FY2024 |
Expertise & Qualifications
- Policy and regulatory: Former Undersecretary at State; deep experience in democracy, human rights, and public affairs across global markets .
- Microfinance/financial inclusion: Led Accion International; chaired investment board; board roles at multiple microfinance banks .
- Nonprofit/governance breadth: Extensive board service across major foundations and institutions (e.g., Kresge, Smithsonian NPG, American University) .
- Education: Advanced degrees from University of Maryland and Johns Hopkins SAIS; honorary doctorate from Dartmouth .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Otero) | 58,193 shares; less than 1% of outstanding |
| Shares outstanding (Record Date) | 101,341,321 |
| Unvested RSUs (Dec 31, 2024) | 15,657 units |
| Market value of unvested RSUs | $104,745 (based on $6.69 close on Dec 31, 2024) |
| Ownership guidelines | 5× annual director retainer; refrain from selling until in compliance |
| Compliance status | Previously in compliance; not in compliance at Record Date due to share price; expected to regain compliance after annual director grant; no sales since Nov 2017 |
| Hedging/pledging | Prohibited for directors and employees |
Governance Assessment
- Strengths: Independent director with significant policy/regulatory and financial inclusion expertise; chairs Compensation Committee and serves on Governance and ESG committees, reinforcing oversight across pay, governance, and sustainability . Attendance standards met (≥75%); board held 7 meetings; independent director executive sessions occur regularly; robust lead director role in place .
- Incentives/alignment: Director comp balanced with cash retainer and time-vested RSUs; share ownership guideline at 5× retainer supports alignment; anti-hedging/pledging policy reduces misalignment risk .
- Signals/risks: Temporary non-compliance with stock ownership guideline (price-driven) is a soft governance risk, though expected to return to compliance post annual grant and with no sales since 2017, mitigating concerns about commitment . No related-party transactions or compensation interlocks tied to Otero disclosed; broader board includes two distributor directors (non-independent), which elevates conflict risk at the board level but not for Otero personally .
- Shareholder context: Executive say-on-pay support at ~95.9% (2024) indicates overall investor confidence in compensation oversight; continued reintroduction of PSUs for executives in 2025 suggests the Compensation Committee (chaired by Otero) is responsive to performance alignment critiques .
Net: Otero’s independence, chair role on Compensation, and cross-committee service enhance board effectiveness; her temporary ownership guideline shortfall appears transitory and price-driven. Absence of interlocks or related-party exposure specific to Otero, coupled with anti-hedging/pledging policies, supports investor confidence in her governance profile .