Job Description

THE ROLE:The Director, Counsel, Securities, Governance and M&A holds a key, strategic role in general securities, corporate governance, and M&A matters for an NYSE-listed global company.

This role works closely with executives and members of the legal, finance, tax, investor relations, and communications teams, serving as a trusted advisor across a variety of matters — including support for the Board of Directors, corporate governance, engagement with investors, executive compensation, securities, and financings.

Beyond day-to-day legal support, this role helps drive the Company's M&A and strategic transaction activity, partnering with business and finance leaders on mergers, acquisitions, joint ventures, divestitures, and corporate finance transactions across domestic and international operations.

HOW YOU'LL MAKE AN IMPACT:

• Support M&A and strategic transactions — partner on mergers, acquisitions, joint ventures, divestitures, and corporate finance transactions, including diligence, structuring, drafting and negotiating transaction documents, and coordinating cross-functional and external advisors.

• Ensure compliance with Federal Securities, SEC and NYSE rules and regulations, including the preparation and coordination of filings with the Securities and Exchange Commission — including Section 16 filings on Forms 3, 4, and 5; annual and quarterly reports on Forms 10-K and 10-Q; current reports on Form 8-K; proxy statements; and other disclosure requirements. Advise on legal aspects of Sarbanes-Oxley compliance.

• Advise on disclosure matters, including earnings and other press releases, investor presentations, websites, significant internal communications, and other announcements.

• Support public company compliance and corporate governance excellence related to quarterly Board of Directors meetings, including drafting board resolutions and meeting minutes, preparing Board resolutions, and handling other general corporate legal and governance matters as needed, such as Board and Board committee governing documents and charters and Company's policies to ensure continued compliance with NYSE rules and requirements

• Liaise with external service providers, including outside legal counsel, to ensure compliance with local laws and regulations in U.S. and non-U.S. jurisdictions.

• Research peer company governance, compensation practices, and disclosure, as appropriate.

• Promote shareholder engagement and relationships by supervising annual shareholder meetings, overseeing the Corporate Secretary mailbox, and responding to shareholder requests for information.

• Support corporate governance for subsidiaries — assist in managing governance matters for the Company's international and domestic subsidiaries, including board meetings, regulatory filings, and entity management.

• Support corporate/commercial contract functions as needed, including assisting with drafting, review and coordination of agreement in collaboration with internal stakeholders and legal teams. Perform additional duties as assigned.

LEADERSHIP AND SUPERVISORY RESPONSIBILITIES:

• May include management of a direct report.

• Provide guidance and support to the Legal department on governance, securities, and transactional matters.

• Develop and mentor attorneys and team members within the function.

• Serve as a legal advisor to internal stakeholders, executive leadership, and the Board, as needed.

Qualifications

QUALIFICATIONS FOR SUCCESS:

Education

• Juris Doctor from an accredited law school.

Experience

• 6-7 years of experience as a practicing lawyer at a reputable law firm and/or in-house department, with at least 3–5 years working at a global public company.

• Strong knowledge and extensive experience with the Securities Act of 1933, the Securities Exchange Act of 1934, and NYSE listing requirements.

• Experience with M&A and strategic transactions, corporate governance, entity formation, and/or corporate finance transactions.

• Familiarity with executive compensation matters encompassed in proxy statement disclosure.

Skills / Certifications

• Exceptional oral and written communication skills, including the ability to explain complex legal concepts concisely and effectively to non-lawyers, and to draft well-written reports, minutes, and general business correspondence.

• Working knowledge of M&A and strategic transactions, including transaction structuring, diligence, and documentation.

• Familiarity with current and emerging best practices in corporate governance and entity formation.

• Familiarity with equity issuances under stock incentive plans.

• Highly organized with strong time-management skills to multi-task and work effectively and collaboratively.

• Self-sufficient with project ownership; enjoys working collaboratively across internal departments and with outside stakeholders, including directors, executive officers, consultants, and regulators.

• Highest standards of ethics and professional integrity.

• Proficiency in Microsoft Office (Word, Excel, PowerPoint, and Outlook).

• Familiarity with AI-enabled legal and business tools (e.g. contract review, document automation, and data analytics platforms), including the ability to leverage such tools to enhance efficiency, accuracy, and insight in securities, governance and M&A activities.

US Benefits Statement

Herbalife offers a variety of benefits to eligible employees in the U.S. (limited to the 50 States and the District of Columbia), which includes Group Health Programs, other Voluntary Benefit Programs, and Paid Time Off. Group Health Programs include Medical, Dental, Vision, Health Savings Account (HSA), Flexible Spending Accounts (FSA), Basic Life/AD&D; Short-Term and Long-Term Disability, and an Employee Assistance Program (EAP). Other Voluntary Benefit Programs include a 401(k) plan, Wellness Incentive Program, Employee Stock Purchase Plan (ESPP), Supplemental Life/Critical Illness/Hospitalization/Accident Insurance, and Pet Insurance. Paid time off includes Company-observed U.S. Holidays, Floating Holidays, Vacation, Sick Time, a Volunteer Program, Paid Maternity and Paternity Leave, Bereavement Leave, Personal Leave and time off for voting.