Sophie L’Hélias
HERBALIFEAbout Sophie L’Hélias
Independent director since 2021 (age 61), serving on Herbalife Ltd.’s Board with committee roles on Audit and as Chair of the ESG Committee; she brings deep expertise in ESG, corporate governance, and global financial markets . Her credentials include founding LeaderXXchange, co-founding the International Corporate Governance Network, and advising UN Global Compact’s Blueprint for SDG Leadership; degrees include an MBA (INSEAD), LLM (University of Pennsylvania), Master of Laws (Paris 1 Panthéon-Sorbonne), and a law degree (University of Saarbrücken) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kering SA (Euronext Paris) | Director | Apr 2016 – Mar 2022 | Board oversight at global luxury group; governance and ESG perspective |
| International Corporate Governance Network (ICGN) | Co-founder | N/A | Global investor-led governance standard-setting |
| UN Global Compact | Advisor to Blueprint for SDG Leadership | N/A | ESG integration in leadership frameworks |
| European Corporate Governance Institute (ECGI) | Non-executive Board member (prior) | N/A | Academic-policy governance linkage |
| Hawkamah Governance Institute | Advisory Board (prior) | N/A | MENA governance capacity building |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IWG PLC (LSE-listed) | Director (public company) | Dec 2022 – Present | Office and flexible workspace provider |
| Africa50 | Non-executive director | N/A | Development impact fund governance |
| Agence France Locale | Non-executive director | N/A | French community lending bank oversight |
| Echiquier Positive Impact Europe Funds | Non-executive director | N/A | Impact investing governance |
| HCGE (French Afep-Medef governance authority) | Member | N/A | Oversight of French corporate governance code implementation |
| Medef | Vice President Prospective & Ideas | N/A | Business federation thought leadership |
| The Conference Board ESG Center (NY) | Fellow | N/A | ESG research and advisory |
Board Governance
- Independence: Determined independent under NYSE standards; current board majority independent; non-independent directors limited to CEO and two distributor-directors .
- Committee assignments: Audit Committee member and ESG Committee Chair .
- Committee meeting cadence: Audit—6 meetings (2024); ESG—3 meetings (2024) .
- Attendance/engagement: All directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 AGM; independent directors meet in executive session at each regularly scheduled meeting .
- Lead Independent Director: Alan W. LeFevre (term through the 2025 AGM); leads executive sessions and shareholder liaison duties .
Fixed Compensation
| Component | Amount | Detail | Period/Date |
|---|---|---|---|
| Cash fees (Board + committees) | $135,000 | Director fees earned or paid in cash in 2024 | |
| RSU grant (annual director equity) | $149,994 | Aggregate grant date fair value per FASB ASC 718 | |
| RSU vesting (2024 Board RSU Grants) | N/A | Annual director RSUs scheduled to vest Apr 15, 2025 | |
| Fee schedule (reference) | Board: $100,000; Audit member: $10,000; ESG chair: $15,000 | Chairs receive chair fees in addition to member fees |
Performance Compensation
- Directors do not receive performance-based equity; annual director grants are RSUs that vest time-based and are not tied to operating or TSR metrics .
- Company incentive context (for executives, indicative of pay-for-performance alignment):
| Metric | Weight | 2024 Target | 2024 Actual (bonus basis) | Result vs. Target | Payout % of Target |
|---|---|---|---|---|---|
| Operating Income ($mm) | 50% | $351.213 | $502.107 (adjusted) | 143.0% | 200.0% |
| Local Currency Net Sales ($mm) | 50% | $5,207.775 | $5,079.919 | 97.5% | 87.7% |
| Total payout achieved | — | — | — | — | 143.9% |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlock/Conflict Notes |
|---|---|---|---|
| IWG PLC | Current | Director | No HLF-disclosed related-party transactions or interlocks involving Ms. L’Hélias |
| Kering SA | Prior | Director | No HLF-disclosed related-party transactions or interlocks involving Ms. L’Hélias |
- Compensation Committee interlocks: The Compensation Committee disclosed no relationships or transactions requiring disclosure in 2024; Ms. L’Hélias is not on the Compensation Committee .
Expertise & Qualifications
| Category | Details |
|---|---|
| ESG/corporate governance | President & Founder of LeaderXXchange; co-founder of ICGN; advisor to UN Global Compact Blueprint for SDG Leadership; Fellow at The Conference Board ESG Center |
| Finance/markets | Board roles at Africa50, Agence France Locale; impact fund oversight (Echiquier Positive Impact Europe) |
| Policy/regulatory | Member of HCGE; Medef Vice President Prospective & Ideas |
| Education | MBA (INSEAD); LLM (University of Pennsylvania Law School); Master of Laws (Université Paris 1 Panthéon-Sorbonne); law degree (University of Saarbrücken) |
Equity Ownership
| Item | Quantity/Status | Value/Notes |
|---|---|---|
| Beneficial ownership (Feb 25, 2025) | 43,746 shares | Less than 1% of outstanding (101,341,321 shares) |
| Unvested director RSUs (12/31/2024) | 15,657 units | Market value $104,745 at $6.69 closing price (12/31/2024) |
| Vesting dates | 2024 Board RSUs vest Apr 15, 2025 | Annual director grants under 2023 Plan |
| Ownership guidelines | 5x annual director retainer; directors refrain from selling until satisfied | Ms. L’Hélias in 5-year transition period; compliance deadline Feb 2026 |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policies |
| Clawback applicability | Company awards subject to clawback policy | Rule 10D-1 compliant; applies to Section 16 officers for incentives |
Governance Assessment
- Board effectiveness: Independent director with dual roles on Audit (financial oversight; ERM, controls, cybersecurity/product safety risk review) and as ESG Chair (strategy, disclosure oversight); committees held 6 (Audit) and 3 (ESG) meetings in 2024, supporting active oversight .
- Independence and engagement: Determined independent; independent directors hold executive sessions at each regularly scheduled meeting; all directors met attendance expectations (≥75%) and attended the 2024 AGM, supporting engagement quality .
- Alignment and safeguards: Director ownership guidelines (5x retainer) with structured transition to 2026; anti-hedging/pledging and clawback policies contribute to investor-aligned governance posture .
- Compensation and conflicts: Director pay is balanced cash plus time-based RSUs with no performance linkage, reducing metric gaming risk; no related-party transactions disclosed involving Ms. L’Hélias; Compensation Committee reported no interlocks requiring disclosure in 2024 .
- Shareholder signals: Say-on-pay support of ~95.9% in 2024 indicates broad investor approval of compensation governance framework (contextual signal for board oversight quality) .
Red flags: None disclosed specific to Ms. L’Hélias (no pledging/hedging, no related-party transactions, attendance threshold met). The Board includes two non-independent distributor-directors, but Ms. L’Hélias is independent and chairs ESG—mitigating conflict perceptions for her role .