Henry Wang
HERBALIFEAbout Henry Wang
Henry C. Wang is Herbalife’s Chief Legal Officer (since May 2024) and Corporate Secretary (since February 2019), previously serving as EVP & General Counsel (May 2018–May 2024); he joined Herbalife in December 2013 after partner roles at Manatt, Phelps & Phillips LLP, Reed Smith LLP, and Lee, Tran, Liang & Wang LLP. He holds a bachelor’s degree from UC Berkeley and a JD from Tulane University Law School . In 2024, executive annual incentives were tied 50/50 to Operating Income and Local Currency Net Sales; Herbalife achieved $502.107M Operating Income vs. $351.213M target (143.0% of target) and $5,079.919M Local Currency Net Sales vs. $5,207.775M target (97.5% of target), producing a 143.9% total payout factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herbalife Ltd. | Chief Legal Officer | May 2024–present | Leads global legal function and serves as Corporate Secretary |
| Herbalife Ltd. | EVP & General Counsel | May 2018–May 2024 | Oversaw legal strategy and compliance |
| Herbalife Ltd. | Corporate Secretary | Feb 2019–present | Board governance and corporate secretary duties |
| Herbalife Ltd. | SVP, Deputy GC & Chief Compliance Officer | Aug 2016–May 2018 | Led compliance and legal operations |
| Herbalife Ltd. | SVP, Associate General Counsel | Dec 2013–Aug 2016 | Senior legal counsel responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lee, Tran, Liang & Wang LLP | Partner | Prior to Dec 2013 | Joined Herbalife from LTLW |
| Manatt, Phelps & Phillips LLP | Partner | Not disclosed | Prior partner role |
| Reed Smith LLP | Partner | Not disclosed | Prior partner role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $590,385 | $600,000 |
| Target Bonus % of Salary | — | — | 80% |
| Target Bonus ($) | — | — | $480,000 |
| Actual Bonus Paid ($) | — | $265,399 | $690,539 |
| All Other Compensation ($) | $13,734 | $15,534 | $17,934 |
Performance Compensation
Annual Incentive Plan Structure (2024)
| Metric | Weighting | Target | Actual | Results as % of Target | Payout as % of Target | Weighted Payout |
|---|---|---|---|---|---|---|
| Operating Income (millions) | 50% | $351.213 | $502.107 | 143.0% | 200.0% | 100.0% |
| Local Currency Net Sales (millions) | 50% | $5,207.775 | $5,079.919 | 97.5% | 87.7% | 43.9% |
| Total Payout Achieved | — | — | — | — | — | 143.9% |
2024 Grants of Plan-Based Awards (Henry Wang)
| Grant Date | Instrument | Quantity | Exercise/Base Price | Grant-Date Fair Value ($) | Incentive Target ($) | Incentive Max ($) | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 05/03/2024 | RSUs | 36,534 | — | $349,996 | $480,000 | $690,539 | 1/3 per year over 3 years |
| 05/03/2024 | SARs | 212,550 | $9.58 | $1,049,997 | — | — | 1/3 per year over 3 years; 10-year term |
Equity Ownership & Alignment
Beneficial Ownership (Record Date Feb 25, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Henry Wang | 105,826 | * (less than 1%) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Instrument | Exercisable (#) | Unexercised/Unvested (#) | Exercise Price | Expiration | RSUs Unvested (#) | RSUs Market/Payout Value ($) |
|---|---|---|---|---|---|---|---|
| 05/09/2016 | SARs | 9,040 | — | $31.255 | 05/09/2026 | — | — |
| 02/27/2017 | SARs | 12,288 | — | $28.595 | 02/27/2027 | — | — |
| 05/04/2023 | SARs | 57,470 | 114,493 | $13.60 | 05/04/2033 | — | — |
| 05/03/2024 | SARs | — | 212,550 | $9.58 | 05/03/2034 | — | — |
| 02/25/2022 | RSUs | — | — | — | — | 4,505 | $30,138 |
| 05/04/2023 | RSUs | — | — | — | — | 17,157 | $114,780 |
| 05/03/2024 | RSUs | — | — | — | — | 36,534 | $244,412 |
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of Common Shares by executives and directors, mitigating misalignment and collateral risk .
- Ownership guidelines: Robust share ownership guidelines—CEO 5x salary; other NEOs 2x salary. Individual compliance status not disclosed in available excerpts .
- 10b5‑1: Company encourages Section 16 officers to use Rule 10b5‑1 plans for trading/exercise .
- Clawback: SEC/NYSE‑compliant Rule 10‑D‑1 clawback for excess incentive compensation upon restatement; all equity awards subject to clawback policy .
Employment Terms
| Provision | Key Terms | Economics |
|---|---|---|
| Severance (without cause or for good reason) | Herbalife Executive Officer Severance Plan | Cash severance equals base salary: $600,000; pro‑rata bonus based on actual results for the year; equity generally continues per plan; amounts disclosed for 12/31/2024 scenario |
| Change in Control (with termination) | Double-trigger (termination in connection with CIC) | Equity acceleration value disclosed: $389,331 (RSU acceleration based on $6.69 share price); severance $600,000; pro‑rata bonus $690,539 |
| Change in Control (without termination) | Committee discretion for RSU acceleration (not automatic) | With respect to RSUs, assumes Committee discretion; no cash severance |
| Death/Disability | Committee discretion for bonus; company-paid life insurance | Bonus $690,539 (assumed discretionary); life insurance $1,200,000 |
| CIC Policy Overview | Corporate policy highlights “double trigger” change-in-control | Confirmed as an executive compensation highlight |
| Clawback & Trading | Mandatory clawback; insider trading policy on file; 10b5‑1 plans encouraged | See clawback and insider trading disclosures |
Investment Implications
- Pay-for-performance linkage: 2024 annual incentive paid 143.9% of target driven by strong Operating Income performance vs. target (143%) despite slightly below-target Local Currency Net Sales (97.5%); Wang’s bonus of $690,539 is consistent with plan outcomes, indicating alignment with profitability objectives .
- Retention “glue” and selling pressure: Significant unvested equity (58,196 RSUs) and unvested SARs (327,043 across 2023–2024 grants) vesting over 3 years suggests retention alignment; limited near-term forced selling given anti‑hedging/anti‑pledging policies, though vesting events may create discretionary liquidity needs .
- Severance economics and CIC risk: Severance equals 1x base salary with pro‑rata bonus and RSU acceleration upon CIC with termination, reducing transition risk but potentially increasing short-term turnover incentives if equity value materially recovers; equity acceleration value disclosed at $389,331 based on $6.69 share price as of 12/31/2024 .
- Governance signals: 2025 say‑on‑pay passed (For: 35,330,716; Against: 33,240,395; Abstain: 323,675; broker non‑votes 14,220,650), indicating tighter shareholder tolerance vs. 2024’s strong support, which may focus attention on incentive design and peers; continued use of clawbacks and ownership guidelines mitigate governance risk .