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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | 9. Share-Based Compensation The Company has the following share-based compensation plans: the Amended and Restated Herbalife Ltd. 2005 Stock Incentive Plan, or the 2005 Stock Incentive Plan, the Amended and Restated Herbalife Ltd. 2014 Stock Incentive Plan, or the 2014 Stock Incentive Plan, and the Amended and Restated 2023 Stock incentive Plan, or the 2023 Stock Incentive Plan. The 2014 Stock Incentive Plan replaced the 2005 Stock Incentive Plan and after the adoption thereof, no additional awards were made under the 2005 Stock Incentive Plan. The terms of the 2014 Stock Incentive Plan are substantially similar to the terms of the 2005 Stock Incentive Plan. The 2014 Stock Incentive Plan authorizes the issuance of 24.8 million common shares pursuant to awards granted under the plan, plus any shares that remained available for issuance under the 2005 Stock Incentive Plan as of April 29, 2014. The 2023 Stock Incentive Plan replaced the 2014 Stock Incentive Plan and after the adoption thereof, no additional awards were made under the 2014 Stock Incentive Plan. The terms of the 2023 Stock Incentive Plan are substantially similar to the terms of the 2014 Stock Incentive Plan. The 2023 Stock Incentive Plan authorizes the issuance of 24.2 million common shares pursuant to awards granted under the plan, plus any shares that remained available for issuance under the 2014 Stock Incentive Plan as of April 26, 2023. As of December 31, 2024, an aggregate of approximately 8.3 million common shares remain available for future issuance under the 2023 Stock Incentive Plan. The Company’s share-based compensation plans generally provide for grants of stock options, SARs, and stock unit awards, which are collectively referred to herein as awards. Certain SARs generally vest annually over a three-year period. The contractual term of stock options and SARs is generally ten years. Certain stock unit awards under the 2023 Stock Incentive Plan and 2014 Stock Incentive Plan vest annually over a three-year period. Certain stock unit awards subject to service and performance conditions vest after the passage of a performance period as determined by the compensation committee of the Company’s board of directors. Stock unit awards granted to directors generally vest over a one-year period. Awards can be subject to the following: market and service conditions, or market condition awards; performance and service conditions, or performance condition awards; market, service and performance conditions, or market and performance condition awards; or be subject only to continued service with the Company, or service condition awards. All awards granted by the Company are market condition awards, performance condition awards, or service condition awards. Unless otherwise determined at the time of grant, upon vesting, each stock unit award represents the right to receive one common share. For stock unit awards, the Company issues new shares, net of shares withheld for tax purposes, when vested. For SARs, the Company issues new shares based on the intrinsic value when exercised, net of shares withheld for tax purposes. The Company’s stock compensation awards outstanding as of December 31, 2024 included SARs and stock unit awards. During the year ended December 31, 2024, the Company granted SARs with performance conditions to a consultant where tranches could vest during the first quarter of 2025, 2026, or 2027 subject to certain North America and Global volume points performance targets being achieved by the Company. The fair value of these SARs was determined on the date of grant using the Black-Scholes-Merton option pricing model. The compensation expense for these grants is recognized over the vesting term using the graded vesting method. The Company did no t grant any SARs with performance conditions during the years ended December 31, 2023, and 2022. During the years ended December 31, 2024 and 2023, the Company granted SARs with service conditions to certain employees, which generally vest annually over a two-year and three-year period, respectively. During the year ended December 31, 2022, the Company granted SARs with service condition to its Chairman and Chief Executive Officer which vest over a two-year period. The fair value of these SARs was determined on the date of grant using the Black-Scholes-Merton option pricing model. The compensation expense for these grants is recognized over the vesting term using the straight-line method. During the years ended December 31, 2024 and 2023, the Company did no t grant any performance stock unit awards. During the year ended December 31, 2022, the Company granted performance stock unit awards to certain executives, which vest on December 31, 2024, subject to their continued employment through that date and the achievement of certain performance conditions. Generally, performance conditions include targets for local currency net sales, adjusted earnings before interest and taxes, and/or adjusted earnings per share. These performance stock unit awards can vest at between 0% and 200% of the target award based on the achievement of the performance conditions. Since these awards all vest at the end of the second year, the compensation expense for these grants is recognized over the vesting term using the straight-line method. During the years ended December 31, 2024, 2023, and 2022, the Company granted stock unit awards with service conditions to directors and certain employees, which generally vest annually over a one-year and three-year period, respectively. Share-based compensation expense is included in selling, general, and administrative expenses within the Company’s consolidated statements of income. The Company’s policy is to estimate the number of forfeitures expected to occur. Share-based compensation expense relating to service condition awards amounted to $49.9 million, $49.5 million, and $44.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Share-based compensation expense (benefit) relating to performance condition awards amounted to $0.1 million, $(1.5) million, and $(0.1) million for the years ended December 31, 2024, 2023, and 2022, respectively. The related income tax benefits recognized in earnings for all awards amounted to $7.9 million, $11.2 million, and $10.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. Tax deficiencies on share-based compensation arrangements totaled $6.5 million, $5.2 million, and $0.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the total unrecognized compensation cost related to non-vested service condition stock awards was $58.7 million and the related weighted-average period over which it is expected to be recognized is approximately 1.6 years. As of December 31, 2024, the total unrecognized compensation cost related to non-vested performance condition awards was zero. Stock unit awards are valued at the market value on the date of grant. The fair value of service condition SARs and performance condition SARs are estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The Company calculates the expected term of its SARs based on historical data. All groups of employees have been determined to have similar historical exercise patterns for valuation purposes. The expected volatility of the SARs is based upon the historical volatility of the Company’s common shares and is also validated against the volatility rates of a peer group of companies. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the SARs. The expected dividend yield assumption is based on the Company’s historical and expected amount of dividend payouts. The following table summarizes the weighted-average assumptions used in the calculation of the fair value for service condition SARs awards granted during the years ended December 31, 2024 and 2023:
|  | SARs |
|  | December 31, |
|  | 2024 |  |  | 2023 |
Expected Volatility |  |  | 53.5 | % |  |  | 48.4 | %
Dividend Yield |  |  | 0.0 | % |  |  | 0.0 | %
Expected Term |  | 5.0 years |  |  | 5.5 years |
Risk-Free Interest Rate |  |  | 4.3 | % |  |  | 3.7 | %
The following table summarizes the weighted-average assumptions used in the calculation of the fair value for performance condition SARs awards granted during the year ended December 31, 2024:
|  | SARs |
|  | December 31, |
|  | 2024 |
Expected Volatility |  |  | 47.2 | %
Dividend Yield |  |  | 0.0 | %
Expected Term |  | 7.0 years |
Risk-Free Interest Rate |  |  | 4.3 | %
The following table summarizes the activities for all SARs under the Company’s share-based compensation plans for the year ended December 31, 2024:
|  | Number of Awards |  |  | Weighted- Average Exercise Price Per Award |  |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value(1) |
|  | (in thousands) |  |  |  |  |  |  |  | (in millions) |
Outstanding as of December 31, 2023(2) |  |  | 4,340 |  |  | $ | 19.85 |  |  | 6.4 years |  | $ | 2.4 |
Granted(3) |  |  | 7,364 |  |  | $ | 8.60 |  |  |  |  |  |
Forfeited/expired(4) |  |  | (702 | ) |  | $ | 22.97 |  |  |  |  |  |
Outstanding as of December 31, 2024(2) |  |  | 11,002 |  |  | $ | 12.12 |  |  | 7.1 years |  | $ | — |
Exercisable as of December 31, 2024(5) |  |  | 2,676 |  |  | $ | 20.39 |  |  | 4.9 years |  | $ | — |
Vested and expected to vest as of December 31, 2024(6) |  |  | 7,367 |  |  | $ | 14.04 |  |  | 7.6 years |  | $ | — |
(1) The intrinsic value is the amount by which the current market value of the underlying stock exceeds the exercise price of the stock awards. (2) Includes 4.0 million and 0.6 million performance condition SARs as of December 31, 2024 and 2023, respectively. (3) Includes 3.4 million performance condition SARs granted to a consultant. (4) Includes 0.1 million performance condition SARs. (5) Includes 0.6 million performance condition SARs. (6) Includes 0.6 million performance condition SARs. The weighted-average grant date fair value of service condition SARs granted during the years ended December 31, 2024, 2023, and 2022 was $4.61, $7.83, and $6.38, respectively. There were no service condition SARs exercised during the year ended December 31, 2024. The total intrinsic value of service condition SARs exercised during the years ended December 31, 2023 and 2022 was less than $0.1 million and $0.4 million, respectively. The weighted-average grant date fair value of performance condition SARs granted during the years ended December 31, 2024 was $4.41. There were no performance SARs granted during the years ended December 31, 2023 and 2022. There were no performance condition SARs exercised during the years ended December 31, 2024, and 2023. The total intrinsic value of performance condition SARs exercised during the year ended December 31, 2022 was $0.1 million. The following table summarizes the activities for all stock units under the Company’s share-based compensation plans for the year ended December 31, 2024:
|  | Number of Shares |  |  | Weighted- Average Grant Date Fair Value Per Share |
|  | (in thousands) |  |  |  |
Outstanding and nonvested as of December 31, 2023(1) |  |  | 6,118 |  |  | $ | 20.76 |
Granted |  |  | 5,445 |  |  | $ | 9.41 |
Vested |  |  | (2,626 | ) |  | $ | 21.35 |
Forfeited(2) |  |  | (2,648 | ) |  | $ | 16.32 |
Outstanding and nonvested as of December 31, 2024(1) |  |  | 6,289 |  |  | $ | 12.56 |
Expected to vest as of December 31, 2024 |  |  | 6,112 |  |  | $ | 12.58 |
(1) Includes zero and 307,116 performance based stock unit awards as of December 31, 2024 and 2023, respectively, which represents the maximum amount that can vest. (2) Includes 307,116 performance-based stock unit awards. The total vesting date fair value of stock units which vested during the years ended December 31, 2024, 2023, and 2022 was $22.6 million, $27.2 million, and $38.0 million, respectively. Employee Stock Purchase Plan During 2007, the Company adopted a qualified employee stock purchase plan, or ESPP, which was implemented during the first quarter of 2008. In connection with the adoption of the ESPP, the Company has reserved for issuance a total of 4.0 million common shares. As of December 31, 2024, approximately 2.4 million common shares remain available for future issuance. Under the terms of the ESPP, rights to purchase common shares may be granted to eligible qualified employees subject to certain restrictions. The ESPP enables the Company’s eligible employees, through payroll withholdings, to purchase a limited number of common shares at 85% of the fair market value of a common share at the purchase date. Purchases are made on a quarterly basis.

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