Frank Lamberti
HERBALIFEAbout Frank Lamberti
Frank Lamberti, 52, is Chief Commercial Officer (CCO) of Herbalife (HLF). He became CCO on May 31, 2024, after serving as COO and Regional President of the Americas (Jul 2022–Jul 2023), and has held progressive sales, finance, and operations roles at Herbalife since 2005; he holds a B.S. in Business Management from Florida Atlantic University . Company performance context during his current tenure: FY2024 net sales were $4,993.1M (-1.4% YoY; +1.2% in constant currency) and adjusted EBITDA was $634.8M (12.7% margin; +140 bps YoY) . Pay vs performance disclosures show the value of a $100 initial investment in HLF equity measured at $14.03 by 2024 and operating income used in incentives at $502.1M for 2024 (vs target $351.2M) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Herbalife | Chief Commercial Officer | May 31, 2024 – Present | Leads global commercial strategy; follows year with focus on revenue stability and margin improvement . |
| Herbalife | Chief Operating Officer; Regional President, Americas | Jul 2022 – Jul 2023 | Regional leadership and global operations oversight during post-pandemic normalization . |
| Herbalife | EVP, Distributor & Customer Experience; Chief of Staff | Aug 2021 – Jul 2022 | Drove distributor/customer experience initiatives and supported CEO operations . |
| Herbalife | EVP, Distributor & Customer Experience | Aug 2017 – Aug 2021 | Led distributor/customer experience programs globally . |
| Herbalife | Various finance and operations roles | 2005 – 2017 | Progressive leadership across finance/operations supporting global growth . |
External Roles
- None disclosed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 625,000 | 80% | 500,000 | 1,000,000 |
| 2023 | 625,000 (promoted mid-2023) | 60% pre-7/1, then 80% (prorated 70.4%) | 427,436 | 213,308 |
| 2022 | 566,500 | — | — | — |
Notes:
- 2024 annual incentive plan metrics: 50% Operating Income and 50% Local Currency Net Sales .
- Company-wide say-on-pay support: 95.9% in 2024; 89.9% in 2023 .
Performance Compensation
Annual Incentive Plan Mechanics (2024)
| Metric | Weight | Target | Actual | Result vs Target | Payout as % of Target | Weighted Payout |
|---|---|---|---|---|---|---|
| Operating Income ($M) | 50% | 351.213 | 502.107 (adjusted) | 143.0% | 200.0% | 100.0% |
| Local Currency Net Sales ($M) | 50% | 5,207.775 | 5,079.919 | 97.5% | 87.7% | 43.9% |
| Total | 100% | — | — | — | — | 143.9% |
Performance measure definitions and adjustments (e.g., restructuring, property sale gain, digital program costs, FX) are set by the Compensation Committee; Operating Income is calculated consistent with non-GAAP adjustments disclosed in quarterly releases for bonus purposes .
Long-term Incentive (LTI) Awards – 2024
| Component | Target Value ($) | Grant Date | Quantity | Exercise/Base | Vesting | Expiration |
|---|---|---|---|---|---|---|
| SARs | 1,049,997 | 05/03/2024 | 212,550 | 9.58 | 1/3 each anniversary over 3 years (service-based) | 05/03/2034 |
| RSUs | 349,996 | 05/03/2024 | 36,534 | — | 1/3 each anniversary over 3 years (service-based) | — |
- 2025 plan design change: PSUs reintroduced at 50% of LTI mix, with RCUs 25% and SARs 25% for NEOs (company-wide) .
- Prior PSU cycle (2022–2024) paid at 0% (threshold not met) for NEOs other than the CEO/President based on Local Currency Net Sales and Adjusted EBIT metrics .
Option/SAR Inventory and Expirations (selected)
| Grant Date | Type | Exercisable (#) | Unexercised/Unearned (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 03/02/2015 | SAR | 14,070 | — | 15.220 | 03/02/2025 |
| 02/29/2016 | SAR | 12,540 | — | 27.375 | 02/28/2026 |
| 05/09/2016 | SAR | 30,231 | — | 31.255 | 05/09/2026 |
| 02/27/2017 | SAR | 31,779 | — | 28.595 | 02/27/2027 |
| 05/04/2023 | SAR | 26,682 | 53,367 | 13.60 | 05/04/2033 |
| 08/04/2023 | SAR | 21,477 | 42,955 | 18.61 | 08/04/2033 |
| 05/03/2024 | SAR | — | 212,550 | 9.58 | 05/03/2034 |
Vesting conventions: 2023–2024 SARs vest 1/3 annually over 3 years; 2024 RSUs vest 1/3 annually over 3 years .
Shares Vested (2024)
| Category | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Stock awards (incl. PSUs certified Feb-2024) | 107,716 | 880,914 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 146,463 common shares; <1% of outstanding . |
| Unvested equity (as of FY2024 year-end) | 36,534 RSUs unvested; 212,550 SARs unvested . |
| Vested vs unvested (illustrative) | Several legacy SAR tranches fully vested and exercisable (e.g., 2015–2017 grants totaling 88,620 SARs exercisable) . |
| Ownership guidelines | NEOs (other than CEO) expected to hold 2x base salary; company states all current NEOs in compliance other than the President (who has until Jan 2029) . |
| Hedging/pledging | Company prohibits hedging and pledging by employees and directors . |
| Clawback | Rule 10-D-1 compliant; mandatory recoupment of excess incentive comp upon material restatement . |
Employment Terms
- Severance framework: Lamberti participates in Herbalife’s Executive Officer Severance Plan (excludes CEO). Indicative values if terminated 12/31/2024: severance equal to base salary ($625,000), pro-rata bonus based on full-year actual, and equity acceleration only in change-in-control (CIC) per plan; estimated equity acceleration value $360,451 under CIC scenario (based on $6.69 closing price) .
- CIC treatment: Generally double-trigger—if awards aren’t assumed or if involuntary termination (other than for cause) within 24 months post-CIC, equity vests/accelerates per plan; broader CIC mechanics are outlined in the Amended & Restated 2023 Stock Incentive Plan .
- Non-compete/other terms: The company may include non-compete and non-solicit provisions in separation arrangements where appropriate; not a standing blanket term beyond plan/award agreements .
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option/SAR Awards ($) | Non‑Equity Incentives ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 625,000 | — | 349,996 | 1,049,997 | 1,000,000 | 7,768 | 3,032,761 |
| 2023 | 605,096 | — | 349,989 | 1,049,990 | 213,308 | 11,259 | 2,229,642 |
| 2022 | 566,500 | — | 1,849,960 | — | — | 14,409 | 2,430,869 |
Performance & Track Record
- FY2024 financials: Net sales $4,993.1M (-1.4% YoY, +1.2% constant currency); adjusted EBITDA $634.8M (12.7% margin; +140 bps YoY); leverage reduced to 3.2x from 3.9x; $1.6B secured refinancing completed Apr-2024 .
- Distributor engagement: New training programs and recognition frameworks (Premier League, Diamond Development Mastermind) launched in 2024–2025; new products and packaging changes rolled out across regions .
- Pay vs performance: The “value of $100 investment” metric stood at $14.03 for 2024 (company TSR), while operating income for bonus purposes exceeded target materially ($502.1M vs $351.2M); average “compensation actually paid” to non-CEO NEOs was $0.67M in 2024 .
Compensation Structure Analysis
- Mix and leverage: Lamberti’s 2024 total comp was ~62% variable (non-equity bonus + equity awards), with annual cash incentives paying 143.9% of target due to operating income outperformance, balancing a sub-target net sales outcome .
- LTI design evolution: Herbalife paused PSUs in 2023–2024 due to macro uncertainty (using SARs/RSUs for performance alignment/retention), with PSUs restored to 50% of the 2025 LTI mix—boosting explicit performance linkage going forward .
- PSU realization: 2022–2024 PSU cycle paid 0%, underscoring the performance gates and potential downside to equity payouts when multi-year targets are missed .
Vesting Schedules and Insider Selling Pressure
- Scheduled vesting: For 2024 grants, 1/3 of 36,534 RSUs and 212,550 SARs are scheduled to vest on each of 05/03/2025, 05/03/2026, and 05/03/2027 (subject to service) .
- 2024 realized vesting: 107,716 shares vested in 2024 (includes PSUs certified in Feb-2024), creating potential liquidity events; no pledging allowed; hedging prohibited .
- Ownership guideline: As an NEO, Lamberti is expected to maintain holdings of at least 2x base salary; company reports NEOs are in compliance (other than the President, who is within a transition period), mitigating near-term forced selling risk to meet guidelines .
Equity Ownership & Alignment (Detail)
| Component | Count / Value |
|---|---|
| Beneficially owned shares | 146,463; <1% of outstanding . |
| Unvested RSUs | 36,534 . |
| Unvested SARs | 212,550 @ $9.58 (grant 05/03/2024) . |
| Exercisable SAR inventory | 14,070 (2015); 12,540 (2016); 30,231 (2016); 31,779 (2017); plus 2023 tranches (26,682 and 21,477) . |
| Anti-hedging/pledging | Prohibited by policy . |
| Clawback | Mandatory for cash/equity incentive comp upon material restatement . |
Employment Terms (Detail)
| Topic | Term |
|---|---|
| Severance plan | Eligible (non-CEO NEO plan) . |
| Indicative severance (12/31/2024 scenario) | $625,000 severance; pro‑rata bonus; equity acceleration only in CIC; equity acceleration value estimated $360,451 (at $6.69) . |
| CIC vesting | Double‑trigger (if not assumed or involuntary termination within 24 months post‑CIC) per 2023 Plan . |
| Clawback | SEC/NYSE Rule 10-D-1 compliant . |
| Non-compete/solicit | May be included in separation agreements at Committee discretion . |
Investment Implications
- Pay-for-performance alignment is improving: annual incentives are tightly calibrated to Operating Income and Local Currency Net Sales; PSUs return in 2025, increasing multi‑year performance linkage (a positive for alignment) .
- Near-term vesting cadence could create incremental supply: 1/3 vesting of 36,534 RSUs and 212,550 SARs in May 2025/2026/2027 are potential liquidity events; watch Form 4s around vest dates for selling pressure indicators .
- Execution risk remains balanced by downside in PSUs: 2022–2024 PSU zero payout highlights sensitivity to multi-year goals; with PSUs back in 2025, upside requires sustained operating execution and TSR improvement (company TSR proxy shows significant drawdown through 2024) .
- Ownership/retention risk appears manageable: Lamberti is in compliance with stock ownership guidelines and subject to anti-hedging/pledging and clawback—constraints that promote alignment and discourage opportunistic trading .
Data sources: Herbalife 2025 DEF 14A (executive compensation, ownership, policies, awards) and recent 8‑Ks (leadership transition, financial results). All figures and policies as cited above.