Rodica Macadrai
HERBALIFEAbout Rodica Macadrai
Age 56; HLF director since 2023. Thirty years as an independent Herbalife distributor, member of the Chairman’s Club since 2020, with extensive field training experience and participation in strategy/planning groups; she has no other public company boards. The Board has determined she is not independent under NYSE standards because she receives income as a top Herbalife distributor; she is not an employee of the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herbalife (distributor network) | Independent Herbalife distributor; Chairman’s Club member | ~30 years; Chairman’s Club since 2020 | Trains independent distributors globally; member of strategy/planning groups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed |
Board Governance
- Independence status: Not independent due to distributor income received while serving as a director .
- Committees: None; not listed on Audit, Compensation, Nominating & Corporate Governance, or ESG committees .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 annual meeting .
- Years of service on the Board: Director since 2023 .
- Board structure context: Independent Lead Director role in place; committees chaired by independent directors .
Fixed Compensation
| Component | Structure/Rate | 2024 Actual for Macadrai ($) | Notes |
|---|---|---|---|
| Annual Board cash retainer | $100,000 per year for non-management directors | 87,800 | Fees earned/paid in cash as director |
| Audit Committee cash fee | Member $10,000; Chair $20,000 | — | Not a member |
| Compensation Committee cash fee | Member $10,000; Chair $15,000 | — | Not a member |
| Nominating & Corporate Governance Committee cash fee | Member $10,000; Chair $15,000 | — | Not a member |
| ESG Committee cash fee | Member $10,000; Chair $15,000 | — | Not a member |
| Speaking fees (company events) | As engaged | 30,007 | Fees for speaking at Herbalife Member events; categorized as “All other compensation” |
| Distributor income (Marketing Plan) | Per Marketing Plan outcomes | 974,323 | Income as top distributor; unrelated to Board service; “All other compensation” |
| Total | — | 1,242,124 | Sum of cash fees, stock awards, and other compensation |
Performance Compensation
| Equity Type | Grant Date/Program | Number of Units/SARs | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Director RSUs (annual grant) | May 2024 Board RSU Grants | — | 150,000 (grant-date fair value) | Scheduled to vest April 15, 2025; annual vest thereafter per plan |
| Unvested RSUs outstanding (12/31/2024) | As of 12/31/2024 | 15,657 | 104,745 (at $6.69 close) | Per grant schedules; RSUs convert to common shares when vest |
Directors receive RSUs; no director PSUs/options are disclosed for her. RSUs are issued under the Amended and Restated 2023 Stock Incentive Plan; director equity grants are rounded to whole units and vest annually .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public boards; Board expressly includes two distributor directors (Macadrai and Mendoza) to represent distributor viewpoints . |
Expertise & Qualifications
- 30 years in Herbalife’s distributor network with global training and planning group participation, offering direct insight into field dynamics, growth drivers, and distributor needs .
- Chairman’s Club membership since 2020 signals top-tier distributor performance and influence within the network .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Included Instruments |
|---|---|---|---|
| Rodica Macadrai | 33,705 | <1% | Includes 15,657 RSUs that may vest within 60 days of record date |
- Director stock ownership guidelines: non-management directors encouraged to hold Common Shares and unvested RSUs equal to 5x annual retainer; Macadrai is within the five-year transition period and has until September 2028 to comply; directors are expected to refrain from selling shares unless guidelines are satisfied .
- Anti-hedging/anti-pledging: Company prohibits directors from hedging or pledging Herbalife shares .
Governance Assessment
- Conflicts/related-party exposure: Not independent; received $974,323 in distributor income and $30,007 in speaking fees in 2024; distributor earnings for directors are deemed pre-approved under the Related Party Transaction Policy, which places review with the Audit Committee chair and subsequent ratification, but her ongoing financial ties to the distributor network remain a structural conflict risk for investor alignment .
- Board effectiveness signals: No committee memberships limits direct influence over Audit/Compensation/Nominating/ESG oversight; attendance met expectations (≥75%) and presence at annual meeting; Board retains independent Lead Director and independent committee chairs to mitigate influence of non-independent directors .
- Ownership alignment: Beneficial ownership <1%; RSUs align compensation with share value, but director equity is time-based rather than performance-based; she is within the guideline transition period through September 2028 .
- Policy safeguards: Robust anti-hedging/anti-pledging and clawback policies apply to officers and equity awards (clawback focus is on Section 16 officers); related-party transactions have formal review pathways; these are mitigating but do not eliminate perceived conflicts from distributor income .
- Shareholder sentiment: Say-on-pay support of 95.9% in 2024 suggests investors broadly accepted the executive pay framework; note this is an executive compensation vote and not a director-specific vote, but it indicates general support for compensation governance at HLF .
RED FLAGS: Not independent; substantial related-party income from Herbalife’s Marketing Plan; speaking fees to distributors; absence from key board committees. Mitigants include independent committee leadership, formal related-party policies, attendance, and director equity grants that align (time-vested) with shareholder value .