Perkins Miller
HERBALIFEAbout Perkins Miller
Perkins Miller, age 57, is an independent director of Herbalife Ltd. since 2024, appointed effective June 26, 2024. He is CEO of Fandom and holds a B.A. from Middlebury College. He brings over two decades of leadership in technology, commerce, media, and entertainment, with prior senior roles at StubHub, NFL, WWE, NBC Sports & Olympics, Universal Sports, and Vocativ. He is currently listed as Herbalife’s Lead Director on the company’s IR site.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fandom, Inc. | Chief Executive Officer | Current | Transformed brand into entertainment tech company; personalized experiences and targeted advertising |
| StubHub | General Manager, Americas; Co-President | 2016–2019 | Grew regional business, scaled strategies across mobile, social, VR |
| National Football League (NFL) | Chief Digital Officer; Head of Media Operations | 2014–2016 | Oversaw platforms, applications, social; major media operations |
| WWE | EVP, Digital Media | 2012–2014 | Led global digital strategy and operations |
| Vocativ | Chief Operating Officer | 2011–2012 | Operational leadership at media startup |
| Universal Sports | Chief Operating Officer | 2010–2011 | Operations leadership in sports media |
| NBC Sports & Olympics | Head of Digital Media | 2006–2010 | Managed significant media operations and digital strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Isos Acquisition Corp. | Director (public company) | Mar 2021 – Dec 2021 | Prior public company board; no current public boards disclosed |
| Other public boards | — | — | None currently |
Board Governance
- Independence: Listed as an independent director; independent directors meet in executive session at regularly scheduled meetings .
- Committee assignments (2024-2025): Compensation Committee member (with Maria Otero (Chair), Celine Del Genes, Don Mulligan); Comp Committee held 8 meetings in 2024 .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of aggregate Board and applicable committee meetings; all then-serving directors attended the 2024 AGM .
- Lead Director role: The IR site currently lists Perkins Miller as Lead Director; lead director responsibilities include setting agendas for independent sessions, coordinating independent directors, liaising with the Chair, and being available for consultation with major shareholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 per year | Non-management director cash fees |
| Audit Committee — member / chair | $10,000 / $20,000 per year | Chairs receive additional chair fee on top of member fee |
| Compensation Committee — member / chair | $10,000 / $15,000 per year | Paid ratably assuming 12 months service |
| Nominating & Corporate Governance — member / chair | $10,000 / $15,000 per year | Paid ratably |
| ESG Committee — member / chair | $10,000 / $15,000 per year | Paid ratably |
| Lead Director additional equity | $25,000 grant date fair value per year of two-year term | Vests in full the following year (2024 grant example for LeFevre) |
| Reimbursement | Travel, lodging, director education | Reasonable costs reimbursed per policy |
| 2024 Director Compensation (Perkins Miller) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | $53,271 | Partial-year; appointed June 26, 2024 |
| Stock awards (grant date fair value) | $113,715 | RSUs per 2023 Plan |
| All other compensation | — | None disclosed |
| Total | $166,986 | Sum of cash + stock awards |
Performance Compensation
| Equity Awards (Directors) | Terms | Vesting |
|---|---|---|
| Annual RSU grant for non-management directors | Grant date fair value $150,000 (rounded down to whole units) | Vests annually; May 2024 Board grants vest April 15, 2025 |
| Lead Director RSU grant | Additional $25,000 grant date fair value per year of term | Vests in full the following year |
| Perkins Miller — Equity Detail | Units / $ | Dates / Vesting |
|---|---|---|
| RSUs outstanding (unvested) at 12/31/2024 | 11,870 units; market value $79,410 | Market value at $6.69 close; scheduled vest Apr 15, 2025 for 2024 grant |
| Stock awards recognized in 2024 | $113,715 (grant date fair value) | Per director compensation table |
| RSU/stock award (Form 4) | 11,870 shares awarded; post-award holdings 11,870 | Transaction date 2024-08-02; price $0; Common Stock; Form 4 link |
| RSU/stock award (Form 4) | 25,273 shares awarded; post-award holdings 37,143 | Transaction date 2025-05-02; price $0; Common Stock; Form 4 link |
| Performance Metrics Tied to Director Compensation | Notes |
|---|---|
| None disclosed for director equity awards | Director RSUs vest time-based annually; no PSU metrics indicated for directors |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None |
| Prior public company boards | Director, Isos Acquisition Corp. (Mar 2021 – Dec 2021) |
| Compensation Committee interlocks | No relationships or transactions requiring disclosure for any Compensation Committee member during FY2024 |
| Executive interlocks | None of HLF executive officers served on boards/comp committees of entities with HLF executives on Board/Comp Committee during FY2024 |
Expertise & Qualifications
- Digital/media and technology leadership: Expertise in leading global digital media platforms and driving engagement; prior senior roles at StubHub, NFL, WWE, NBC Sports & Olympics, Universal Sports, Vocativ .
- Strategic contribution: Skills to guide development of Herbalife’s wellness platform into a premier destination; C-suite leadership experience .
- Education & recognition: B.A. from Middlebury College; multiple accolades including LA Times C-Suite Visionary Awards (2022, 2023), Emmy Awards for Beijing and Vancouver Olympics, Ad Age Media Maven (2014), Sports Business Journal recognitions .
Equity Ownership
| As of Record Date (Feb 25, 2025) | Shares / % | Notes |
|---|---|---|
| Beneficial ownership (Perkins Miller) | 11,870; less than 1% | Includes RSUs that may vest/pay within 60 days; based on 101,341,321 shares outstanding |
| Ownership guideline | 5× annual retainer (directors) | Directors encouraged to hold Common Shares + unvested RSUs equal to 5× annual retainer; refrain from selling unless in compliance |
| Time to compliance (director guideline) | June 2029 | Miller is in five-year transition period following initial appointment; deadline June 2029 |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-07-08 | 2024-06-26 | 3 | Initial statement | — | — | — | |
| 2024-08-06 | 2024-08-02 | 4 | A – Award (Common Stock) | 11,870 | $0.00 | 11,870 | |
| 2025-05-06 | 2025-05-02 | 4 | A – Award (Common Stock) | 25,273 | $0.00 | 37,143 |
Governance Assessment
- Independence and engagement: Independent; Compensation Committee member; board structure includes executive sessions led by lead director; directors met attendance expectations (≥75% of meetings) in 2024; Board met 7 times in 2024; Compensation Committee met 8 times .
- Lead Director signal: Listed as Lead Director on IR site, suggesting elevated role in coordinating independent oversight and shareholder engagement; lead director responsibilities are robust (agenda setting, liaison, investor consultation) .
- Ownership alignment: Holds RSUs and equity grants; subject to 5× retainer ownership guideline with transition period through June 2029; below 1% beneficial ownership as of record date; continued grants in 2025 increased reported holdings to 37,143 per Form 4 .
- Conflicts and interlocks: No Compensation Committee relationships or transactions requiring disclosure in FY2024; no executive interlocks with other entities’ boards/comp committees in FY2024 — reduces conflict risk .
- Director pay structure: Balanced cash retainer plus annual RSU grants; director equity vests time-based, not performance-based; standard committee fees in place; reimbursement for reasonable expenses .
- RED FLAGS: None identified specific to Miller; no related-party transactions disclosed; no pledging/hedging disclosure specific to directors in proxy summary; note that HLF maintains anti-hedging and anti-pledging policies applicable to employees; director-specific anti-pledging not expressly stated in cited sections .