Richard H. Carmona
HERBALIFEAbout Richard H. Carmona
Richard H. Carmona, age 75, has served as an independent director of Herbalife Ltd. since 2013 and is Chair of the Nominating and Corporate Governance Committee. A former U.S. Surgeon General (2002–2006), he brings health policy, wellness, and medical leadership experience, complemented by senior roles at Canyon Ranch and academic appointments in public health at the University of Arizona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government | 17th Surgeon General of the United States | Aug 2002 – Jul 2006 | Led national public health initiatives; regulatory and policy expertise relevant to nutrition and wellness |
| Canyon Ranch | Chief of Health Innovations; prior Vice Chairman, CEO of Canyon Ranch Health; President, Canyon Ranch Institute | Oct 2006 – Aug 2017; Chief of Health Innovations since Aug 2017 | Integrative wellness innovation; consumer health strategy |
| University of Arizona | Distinguished Professor of Public Health; previously professor of surgery, public health, family and community medicine | Ongoing; prior academic roles pre-2002 | Medical/public health scholarship supportive of product oversight |
| Pima County Sheriff’s Department | Surgeon and Deputy Sheriff | Prior to 2002 | Emergency response and community health; operational discipline |
| U.S. Army & Special Forces | Service member | Prior | Leadership and crisis management experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| McKesson Corporation | Director | Sep 2021 – Present | Public company director; health distribution context |
| Better Therapeutics (public Oct 2021) | Director | Nov 2017 – Present | Digital therapeutics; healthcare technology exposure |
| The Clorox Company | Director (prior) | Feb 2007 – Nov 2022 | Household products; consumer sector governance |
| Axon Enterprise, Inc. (formerly TASER) | Director (prior) | Mar 2007 – May 2022 | Public safety technology; risk oversight |
Board Governance
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (6 meetings held in 2024)
- Independence and structure:
- Determined independent under NYSE standards; independent directors meet in executive session at each regular Board meeting; Board held 7 meetings in FY2024 and all directors attended at least 75% of Board and applicable committee meetings .
- Lead Independent Director: Alan W. LeFevre (term through 2025 AGM) .
- 2025 director slate confirms Carmona as a nominee to serve until the 2026 AGM .
Fixed Compensation
Director pay structure (non-management directors):
- Annual Board cash retainer: $100,000; committee member fees: $10,000; chair fees: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $15,000, ESG $15,000; annual RSU grant with grant date fair value $150,000, vesting annually. Lead Director receives an additional $25,000 RSU annually during the two-year term .
Carmona’s reported director compensation:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $125,000 | $125,000 |
| Stock awards ($) | $149,994 | $149,994 |
| All other compensation ($) | $75,000 (speaking fees) | — |
| Total ($) | $349,994 | $274,994 |
Notes:
- The Board considered Carmona’s 2023 $75,000 speaking fees and concluded the engagement did not present a conflict nor compromise independence .
Performance Compensation
- Director equity: RSUs only; grant date fair value $150,000; 2024 Board RSUs made in May 2024 scheduled to vest April 15, 2025 (annual vesting, no performance conditions) .
- Carmona’s outstanding director equity at 12/31/2024: | Metric | As of 12/31/2023 | As of 12/31/2024 | |---|---:|---:| | RSUs unvested (#) | 11,029 | 15,657 | | Market value of unvested RSUs ($) | $168,303 (at $15.26 close) | $104,745 (at $6.69 close) |
- 2024 grant and vesting details (Board program): RSUs granted May 2024; vest April 15, 2025; Carmona’s grant date fair value for stock awards: $149,994 .
Other Directorships & Interlocks
| Company | Industry Relation to HLF | Potential Interlock/Conflict Note |
|---|---|---|
| McKesson Corporation | Healthcare distribution | No specific related-party transactions disclosed with HLF |
| Better Therapeutics | Digital therapeutics | No specific related-party transactions disclosed with HLF |
| Clorox (prior) | Household products | Historical directorship; no current interlock |
| Axon (prior) | Public safety tech | Historical directorship; no current interlock |
Expertise & Qualifications
- Public health and wellness strategy: Former U.S. Surgeon General; leadership at Canyon Ranch .
- Academic/medical expertise: Distinguished Professor of Public Health; prior surgical and community medicine roles .
- Governance and risk oversight: Experience across regulated health sectors and large consumer firms enhances board oversight of product, compliance, and ESG topics .
Equity Ownership
| Metric | Record Date FY 2024 (Feb 27, 2024) | Record Date FY 2025 (Feb 25, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 34,252 | 49,909 |
| Ownership % of outstanding | <1% | <1% |
| RSUs vesting within 60 days included | Not specified | Includes 15,657 RSUs that may vest within 60 days |
| Stock ownership guidelines | Directors encouraged to hold Common Shares + unvested RSUs equal to 5× annual retainer | Directors encouraged to hold Common Shares + unvested RSUs equal to 5× annual retainer |
| Compliance status | As of 2025 record date, Carmona previously achieved but was not in compliance; expected to regain compliance following annual director grant | As of 2025 record date, Carmona previously achieved but was not in compliance; expected to regain compliance following annual director grant |
Policy signals:
- Anti-hedging and anti-pledging policies apply to all employees and Board members (prohibits hedging or pledging Company stock) .
Governance Assessment
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Strengths:
- Independent director and Chair of Nominating & Corporate Governance Committee; active committee cadence (6 meetings in 2024) supports board effectiveness and succession/governance processes .
- Strong health and wellness credentials aligned with HLF’s nutrition strategy; supports product and ESG oversight .
- Board processes: executive sessions of independent directors at each regular meeting; 7 Board meetings in 2024; attendance ≥75% across directors .
- Shareholder alignment environment: 2024 say‑on‑pay received ~95.9% support, indicating broad investor confidence in compensation design (context for overall governance climate) .
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Watch items / potential red flags:
- Stock ownership guideline shortfall at 2025 record date (expected to resolve post annual grant); monitor ongoing compliance for alignment .
- Prior speaking fees ($75,000 in 2023) created a related-party exposure; Board reviewed and affirmed independence, and no “all other compensation” for Carmona was reported in 2024. Continued monitoring of any paid engagements advisable .
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Compensation mix trends:
- Year-over-year decline in “all other compensation” (from $75,000 in 2023 to none in 2024) reduces potential conflict optics; RSU grant levels were consistent ($149,994) and cash fees stable ($125,000) .
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Policies supporting investor confidence:
- Anti-hedging/pledging restrictions for directors; robust governance framework and committee charters; annual Board/committee self-evaluations .
Overall: Carmona’s independence, governance chair role, and public health expertise are positives for board effectiveness. Monitor ownership guideline compliance and any future paid Company engagements to avoid perceived conflicts and maintain investor alignment .