Johnson joined the board in April 2022 (approximately 4 years of tenure); the 3-year TSR trigger does not apply because HLF's 3-year return of -16.4% outperforms the peer group median of -41.7% by +25.3 percentage points, well below the 20pp underperformance threshold required to trigger a No vote; no overboarding, attendance, or independence concerns for this non-independent executive role.

Carmona has served since 2013 and is independent; the TSR trigger does not fire because HLF outperforms its peer group median over 3 years; he holds no current public board seats and has relevant health and wellness expertise; no attendance or overboarding issues flagged.

Cloud joined the board in April 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings relevant education and online health coaching experience; no other flags identified.

L'Hélias has served since 2021 and is independent; the TSR trigger does not fire because HLF outperforms peers over 3 years; she serves on one public board (International Workplace Group PLC, a London-listed company) which does not trigger overboarding; her governance and sustainability expertise is relevant.

Levitt joined in 2024 and is independent; his tenure overlaps less than 24 months so the TSR trigger exemption applies; his financial expertise in consumer credit and investment markets is relevant; no overboarding or attendance concerns.

Macadrai is a non-independent director serving only on the Sustainability Committee, which does not require independence under NYSE rules; the TSR trigger does not fire because HLF outperforms peers over 3 years; her 32 years as an independent Herbalife distributor provides directly relevant operational insight; no overboarding or attendance issues.

Mendoza has served since 2018 and is non-independent because he earns income as an Herbalife distributor; he serves only on the Sustainability Committee, which does not require independence; the TSR trigger does not fire because HLF outperforms peers over 3 years; no overboarding or attendance concerns.

Miller joined in 2024 and is independent; his tenure is under 24 months so the TSR trigger exemption applies; he serves as Lead Director with relevant digital media and e-commerce experience; no overboarding or attendance concerns.

Mulligan has served since 2021 and is independent; the TSR trigger does not fire because HLF outperforms peers over 3 years; he holds two other public board seats (Energizer Holdings and Tennant Company), which is within the 3-seat limit for non-executive directors; his CFO background at General Mills qualifies him as the Audit Committee financial expert.

Otero has served since 2013 and is independent; the TSR trigger does not fire because HLF outperforms peers over 3 years; she chairs the Compensation Committee and has relevant global leadership and regulatory experience; no overboarding or attendance concerns.

Walsh is standing for election for the first time at this meeting and is classified as non-independent due to recent compensation from the company exceeding $120,000; he serves on no public board committees requiring independence and holds no other public board seats; his 18 years of senior executive experience at Herbalife provides directly relevant operational expertise; as a first-time nominee the TSR trigger exemption applies.